SHARE-BASED COMPENSATION PLANS

9 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-based compensation expense is recognized on a straight-line basis over the requisite service period. Total share-based compensation is shown in the table below:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
Equity plan expense (a)	$	29.1	$	6.0	$	163.8	$	24.6
Equity plan modified and cash settled	—		—		—		0.9
Liability plan (income) expense	(0.6)		0.7		0.5		1.4
Fringe expense	0.3		—		2.5		0.4
Total share-based compensation expense	$	28.8	$	6.7	$	166.8	$	27.3

(a) Equity plan share-based compensation expense of $29.1 and $6.0 were recorded to additional paid in capital and presented in the Condensed Consolidated Statements of Equity for the three months ended March 31, 2022 and 2021, respectively. Equity plan share-based compensation expense of $163.8 and $26.6 were recorded to additional paid in capital and presented in the Condensed Consolidated Statements of Equity for the nine months ended March 31, 2022 and 2021, respectively. Of the $6.0 and $26.6 for the three and nine months ended March 31, 2021, $0.0 and $2.0, respectively, were reclassified to discontinued operations.

The share-based compensation expense for the three and nine months ended March 31, 2022, respectively, of $28.8 and $166.8, includes $28.8 and $171.0 of expense offset by $0.0 and $(4.2) of income primarily due to significant executive forfeitures of share-based compensation instruments. The share-based compensation expense for the three and nine months

ended March 31, 2021, respectively, of $6.7 and $27.3, includes $6.7 and $30.4 of expense offset by nil and $(3.1) of income primarily due to significant executive forfeitures of share-based compensation instruments.

As of March 31, 2022, the total unrecognized share-based compensation expense related to stock options, Series A Preferred Stock, restricted stock, and restricted stock units and other share awards is $2.5, $0.0, $3.6 and $184.7, respectively. The unrecognized share-based compensation expense related to stock options, Series A Preferred stock, restricted stock, and restricted stock units and other share awards is expected to be recognized over a weighted-average period of 2.16, 0.00, 1.67 and 1.60 years, respectively.

Restricted Stock Units and Other Share Awards

The Company granted 0.7 million and 5.1 million shares of RSUs and other share awards during the three and nine months ended March 31, 2022, respectively. The Company recognized share-based compensation expense of $29.4 and $4.5 for the three months ended March 31, 2022 and 2021, respectively, of which $22.6 and $0.0, respectively, related to Ms. Nabi's award, as described below. For the nine months ended March 31, 2022 and 2021, the Company recognized share-based compensation expense of $166.6 and $21.6, respectively, of which, $146.6 and $0.0 related to Ms. Nabi's award.

The Company’s CEO, Sue Nabi, was granted a one-time sign-on award of restricted stock units (the “Award”) on June 30, 2021. The Award will vest and settle in 10,000,000 shares of the Company’s Class A Common Stock, par value $0.01 per share, on each of August 31, 2021, August 31, 2022 and August 31, 2023, subject to her continued employment through each such date. The Company will recognize the share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date. The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested.

In connection with this Award, Cottage Holdco B.V., the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company S.à r.l., agreed, pursuant to an equity transfer agreement, to transfer to Ms. Nabi (either directly or through contributing to the Company) 10,000,000 shares of Common Stock no later than sixty days following the first vesting date. On October 29, 2021, Cottage Holdco B.V. completed the transfer of 10,000,000 shares of Common Stock to Ms. Nabi. If, however, Ms. Nabi is terminated without cause or due to death or disability on or following the first vesting date but prior to the second vesting date, the Company has agreed to issue to Cottage Holdco B.V. the number of shares of Common Stock determined on pro-rata basis in accordance with the equity transfer agreement. In the event Ms. Nabi remains employed through the third vesting date, Cottage Holdco B.V. has agreed to transfer an additional 5,000,000 shares of Common Stock to Ms. Nabi.

Restricted Stock

The Company granted no shares and 0.4 million shares of restricted stock, during the three and nine months ended March 31, 2022, respectively. The Company recognized share-based compensation expense of $0.7 and $0.2 for the three months ended March 31, 2022 and 2021, respectively, and $1.2 and $0.7 for the nine months ended March 31, 2022 and 2021, respectively.

Series A Preferred Stock and Series A-1 Preferred Stock

The Company granted no shares of Series A Preferred Stock and no shares of Series A-1 Preferred Stock during the three and nine months ended March 31, 2022. The Company recognized share-based compensation expense (income) of $(0.7) and $0.4 for the three months ended March 31, 2022 and 2021, respectively, and $0.2 and $0.8 for the nine months ended March 31, 2022 and 2021, respectively.

Non-Qualified Stock Options

The Company granted no non-qualified stock options during the three and nine months ended March 31, 2022. The Company recognized share-based compensation (income)expense of $(0.6) and $1.6 for the three months ended March 31, 2022 and 2021, respectively, and $(1.2) and $4.2 for the nine months ended March 31, 2022 and 2021, respectively.