Mirion Technologies, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation (Tables)

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Plans

The table below summarizes certain data for our stock-based compensation plans (in millions):


	Successor				Predecessor
	Fiscal Year Ended December 31, 2022		From October 20, 2021 through December 31, 2021		From July 1, 2021 through October 19, 2021
Stock-based compensation expense - Profits Interests	$	25.2	$	5.3	$	9.3
Stock-based compensation expense - Omnibus Plan (excluding directors)	$	5.5	$	—	$	—
Stock-based compensation expense - Omnibus Plan (directors)	$	0.7	$	—	$	—
Tax benefit for stock-based compensation (1)	$	1.0	$	—	$	—

(1) Tax benefit (expense) was zero related to Profits Interests expense for the year ended December 31, 2022, Successor Stub Period from October 20, 2021 through December 31, 2021, and Predecessor Stub Period from July 1, 2021 through October 19, 2021.

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The fair value of the market condition PSUs is determined using a Monte Carlo simulation model on the grant date with the following assumptions:


	Successor
	April 1, 2022			December 27, 2021
MIR Stock Price	$	8.13		$	10.70
Expected volatility(1)	45.32		%	41.12		%
Risk-free interest rate(2)	2.61		%	0.98		%
Dividend yield	0.00		%	0.00		%
Fair value	$	11.69		$	7.91

(1) Expected volatility is based on historical volatilities from a group of comparable entities for a time period similar to

that of the expected term.

(2) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the

expected term.

The fair value of the Profits Interests are estimated based on a valuation model using Monte Carlo simulations, for the $12, $14, and $16 per share performance vesting conditions, with the following assumptions:


Cost of equity (1)	8.5		%
Risk-free interest rate (2)	0.1		%
Expected volatility (3)	30.0		%
Expected term (in years) (4)	5
Average fair value of all profits interests	$	6.90

(1) Cost of equity based on a group of comparable entities

(2) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term.

(3) Expected volatility is based on historical volatilities from a group of comparable entities for a time period similar to

that of the expected term and the expected term.

(4) Expected term is based on probability and expected timing of market events.

The fair value of the Predecessor Shares was estimated using the Black-Scholes option-pricing model, with the following assumptions:


	Predecessor
	June 30, 2020			June 30, 2019
Dividend yield	0.0		%	0.0		%
Risk-free interest rate (1)	0.2		%	2.7		%
Expected volatility (2)	55.7		%	25.1		%
Expected term (in years) (3)	3			2
Fair value	$	0.37		$	0.16

(1) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term.

(2) Expected volatility is based on historical volatilities from a group of comparable entities for a time period similar to

that of the expected term and the expected term.

(3) Expected term is based on probability and expected timing of market events.

Activity of RSUs, PSUs, and Director RSUs

Activity of our RSUs, PSUs, and Director RSUs is as follows:


	RSUs			PSUs			Director RSUs
	Quantity	Weighted average grant date fair value		Quantity	Weighted average grant date fair value		Quantity	Weighted average grant date fair value
Beginning balance at Business Combination	—	$	—	—	$	—	—	$	—
Awards granted	974,775	10.48		229,006	9.20		34,902	10.48
Awards vested	—	—		—	—		—	—
Awards forfeited	—	—		—	—		—	—
Total awards outstanding at December 31, 2021	974,775	10.48		229,006	9.20		34,902	10.48
Awards granted	1,005,100	8.05		187,356	9.88		94,811	6.65
Awards vested	225,186	10.48		—	—		80,779	8.29
Awards forfeited	95,663	9.65		4,956	9.88		—	—
Total awards outstanding at December 31, 2022	1,659,026	$	9.05	411,406	$	9.50	48,934	$	6.68

Schedule of Unrecognized Compensation Cost

Unrecognized compensation cost and weighted average periods remaining for non-vested awards as of December 31, 2022 are as follows (in millions):


	Successor
	As of December 31, 2022		Weighted average period remaining for non-vested awards as of December 31, 2022 (years)
Unrecognized compensation cost
RSUs	$	13.3	1.7 years
PSUs	2.8		2.1 years
Director RSUs	0.3		4 months
Total unrecognized compensation cost	$	16.4

Share-based Payment Arrangement, Activity

A summary of restricted stock activity within the Company’s equity plans and changes for the years ended June 30, 2021, and 2020 and the Predecessor Stub Period, is as follows:


	Shares (in millions)	Weighted Average Grant- Date Fair Value		Total Fair Value (in millions)
Restricted Stock Awards
Nonvested at June 30, 2020	0.4	$	0.41	$	0.1
Granted	—	—		—
Vested	(0.2)	0.35		(0.1)
Repurchased	—	—		—
Nonvested at June 30, 2021	0.2	$	0.27	$	—
Granted	—	—		—
Vested	(0.2)	0.27		—
Repurchased	—	—		—
Nonvested at October 19, 2021	—	$	—	$	—