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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock-based compensation is awarded to employees and directors of the Company and accounted for in accordance with ASC 718, "Compensation—Stock Compensation." Stock-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. Stock-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. The Company accounts for forfeitures as they occur. The Company uses various forms of long-term incentives including, but not limited to restricted stock units ("RSUs") and performance-based restricted units ("PSUs"), provided that the granting of such equity awards is in accordance with the Company's 2021 Omnibus Incentive Plan (the "2021 Plan").
2021 Omnibus Incentive Plan

We adopted and obtained stockholder approval at the special meeting of the stockholders on October 19, 2021 of the 2021 Plan. We initially reserved 19,952,329 shares of Class A common stock for issuance pursuant to awards under the 2021 Plan. The total number of shares of Class A common stock available for issuance under the 2021 Plan will be increased on the first day of each fiscal year following the date on which the 2021 Plan was adopted in an amount equal to the least of (i) three percent (3%) of the outstanding shares of Class A common stock on the last day of the immediately preceding fiscal year, (ii) 9,976,164 shares of Class A common stock and (iii) such number of shares of Class A common stock as determined by the Committee (as defined and designated under the 2021 Plan) in its discretion. Pursuant to these automatic increase provisions, the number of shares of Class A common stock reserved for issuance pursuant to awards under the 2021 Plan increased to 38,492,328 shares at January 1, 2024. Any employee, director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the 2021 Plan, to the extent that an offer of such award is permitted by applicable law, stock market or exchange rules, and regulations or accounting or tax rules and regulations. The 2021 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, PSUs, other stock-based awards, or any combination thereof. Each award will be set forth in a separate grant notice or agreement and will indicate the type and terms and conditions of the award.
The purpose of the 2021 Plan is to motivate and reward employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. As of December 31, 2024, there were 34,348,386 shares available to be granted under the 2021 Plan, assuming the PSUs previously granted vest at 100% of their performance targets except for FY23 and FY22 organic revenue growth PSUs that are estimated to vest at 200% of their performance targets.

The table below summarizes certain data for our stock-based compensation plans (in millions):
Fiscal Year Ended December 31, 2024
Fiscal Year Ended December 31, 2023
Fiscal Year Ended December 31, 2022
Stock-based compensation expense - Profits Interests$2.9 $13.3 $25.2 
Stock-based compensation expense - Omnibus Plan (excluding directors)$11.5 $7.6 $5.5 
Stock-based compensation expense - Omnibus Plan (directors)$0.9 $0.7 $0.7 
Tax benefit for stock-based compensation (1)
$2.0 $2.4 $1.0 
(1) Tax benefit (expense) was zero related to Profits Interests expense for the years ended December 31, 2024, 2023, and 2022.
Restricted Stock Units
RSUs represent a right to receive one share of the Company's Class A common stock that is both nontransferable and forfeitable unless and until certain conditions are satisfied. Certain RSUs vest ratably over various service periods ranging from three to five years. The fair value of the RSUs is determined using the Company’s closing share price for the business day preceding the grant date. The expense will be recognized on a straight-line basis over the related service period for each tranche of awards.

Performance-based Restricted Stock Units

2024 Issuances

During the year ended December 31, 2024, the Company granted PSUs that vest over a three-year performance period and are subject to service and performance/market vesting conditions. The number of PSUs to be earned is determined based upon attainment of certain performance goals over the course of the performance period. The recipient will generally forfeit all of the awards if the recipient is no longer providing services to the Company before the end of the performance measurement period. PSUs are considered variable in that compensation could range from zero to 200% of the award agreement's target contingent on the performance level attained. Fifty percent (50%) of the PSU awards shall vest based a performance condition determined by the Company's adjusted EBITDA with interpolated achievement levels. The remaining fifty percent (50%) of the PSU awards shall vest based on a performance condition determined by the Company’s cumulative Management adjusted free cash flow ("adjusted cash flow") with interpolated achievement levels. If certain minimum performance levels are not attained in the performance period, none of the PSUs will become vested. The overall payout result per the performance conditions shall be adjusted based on a market condition modifier (+/- 10%) determined by the Company's relative total shareholder return (TSR) during the performance period of January 1, 2024 to December 31, 2026, measured as a comparative percentile to the Company’s peers in the Russell 2000 Industrials index. The fair value of the PSUs is determined using a Monte Carlo simulation model on the grant date with the following assumptions:
March 1, 2024
MIR Stock Price$9.96 
Expected volatility(1)
43.69 %
Risk-free interest rate(2)
4.36 %
Dividend yield0.00 %
Fair value$9.97 
(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.

2023 and Prior Years Issuances

The PSUs granted in 2023 and years prior, vest over a three-year performance period and are subject to service and performance/market vesting conditions. The number of PSUs to be earned is determined based upon attainment of certain performance goals over the course of the performance period. The recipient will generally forfeit all of the awards if the recipient is no longer providing services to the Company before the end of the performance measurement period. Fifty percent (50%) of the PSU awards shall vest based on a market condition determined by the Company’s relative total shareholder return (TSR) during the performance period measured as a comparative percentile to the Company’s peers in the Russell 2000 Industrials index with interpolated achievement levels. The remaining fifty percent (50%) of the PSU awards shall vest based on performance condition determined by the Company’s organic revenue growth percentage during the performance period with interpolated achievement levels. If certain minimum performance levels are not attained in the performance period, none of the PSUs will become vested. PSUs are considered variable in that compensation could range from zero to 200% of the award agreement's target contingent on the performance level attained. The fair value of the performance condition PSUs is determined using the Company’s closing share price for the business day preceding the grant date. The fair value of the market condition PSUs is determined using a Monte Carlo simulation model on the grant date with the following assumptions:
March 29, 2023April 1, 2022
MIR Stock Price$8.06 $8.13 
Expected volatility(1)
45.30 %45.32 %
Risk-free interest rate(2)
3.92 %2.61 %
Dividend yield0.00 %0.00 %
Fair value$11.83 $11.69 
(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.

Director Restricted Stock Units
Members of the Company's Board of Directors ("Director(s)") receive annual grants of RSUs ("Director RSUs") that vest quarterly in four installments over the four quarters of the Director's service following the grant date. The RSUs granted to a new non-employee director in 2023 were subject to service vesting conditions with each award vesting in three equal quarterly installments on December 15, 2023, March 15, 2024, and June 15, 2024. The expense is recognized on a straight-line basis over the related service period for each tranche of awards.

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

RSUsPSUsDirector RSUs
QuantityWeighted average grant date fair valueQuantityWeighted average grant date fair valueQuantityWeighted average grant date fair value
Total awards outstanding at December 31, 2021974,775 $10.48 229,006 $9.20 34,902 $10.48 
Awards granted1,005,100 8.05 187,356 9.88 94,811 6.65 
Awards vested225,186 10.48 — — 80,779 8.29 
Awards forfeited95,663 9.65 4,956 9.88 — — 
Total awards outstanding at December 31, 20221,659,026 $9.05 411,406 $9.50 48,934 $6.68 
Awards granted729,829 8.05 322,323 9.42 82,950 7.89 
Awards vested500,603 9.06 — — 90,409 7.24 
Awards forfeited242,173 8.55 27,193 9.93 — — 
Total awards outstanding at December 31, 20231,646,079 $8.68 706,536 $9.45 41,475 $7.89 
Awards granted581,714 10.08 563,809 9.62 94,500 10.37 
Awards vested690,652 8.78 — — 88,725 9.21 
Awards forfeited87,087 8.93 12,048 9.97 — — 
Total awards outstanding at December 31, 20241,450,054 $9.18 1,258,297 $9.52 47,250 $10.37 

Unrecognized compensation cost and weighted average periods remaining for non-vested awards as of December 31, 2024, are as follows (dollars in millions):
As of December 31, 2024
Weighted average period remaining for non-vested awards as of December 31, 2024
RSUs$9.1 11 months
PSUs4.1 1.0 year
Director RSUs0.4 4 months
Total unrecognized compensation cost$13.6 
Director Fees Paid in Stock
Additionally, the Director retainers are paid quarterly, in arrears, in the form of cash or shares of Class A common stock at the Director's election. During the years ended December 31, 2024, and 2023, certain members of the Company's Directors elected to receive their quarterly retainer fees in the form of shares of Class A common stock. The number of shares granted is determined by the closing price of Mirion's Class A common stock on the business day preceding the grant date. The Company recorded related stock-based compensation expense of $0.3 million and $0.3 million in the years ended December 31, 2024, and 2023, respectively.

Profits Interests
On June 17, 2021, the former sponsor of GS Acquisition Holdings Corp II, with which the Company consummated its business combination on October 21, 2021, issued 4,200,000 Profits Interests to Lawrence Kingsley, the current Chairman of the Board of Directors of the Company, 3,200,000 Profits Interests to Thomas Logan, the Chief Executive Officer of Mirion, and 700,000 Profits Interests to Brian Schopfer, the Chief Financial Officer of Mirion. The Profits Interests were intended to be treated as profits interests for U.S. income tax purposes, pursuant to which Messrs. Logan, Schopfer and Kingsley had an indirect interest in the founder shares held by the sponsor. During the fourth quarter of the year ended December 31, 2024, all of the Profit Interests met the required vesting conditions and were settled for shares of Class A common stock. The expense was recognized on a straight-line basis over the related service period for each tranche of awards, which concluded in October 2024.