Mirion Technologies, Inc.
For the period ended Dec 31, 2023. Filed Apr 23, 2024.
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Dec 31, 2023 · Filed Apr 23, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
MIRION TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1218 Menlo Drive
Atlanta, GA 30318
Telephone: (770) 432-2744
April 23, 2024
Dear Fellow Stockholders:
We are pleased to invite you to join us for Mirion’s 2024 Annual Stockholders' Meeting. The meeting is scheduled to take place virtually on Tuesday, June 4, 2024 at 10:00 a.m. (Eastern Time), via live webcast at www.virtualshareholdermeeting.com/MIR2024.
2023 was an excellent year for Mirion, supported by robust market conditions across our end markets. Order growth 1 was 22% compared to 2022 and we closed the year with a record backlog position of $857 million. The business performed well throughout the year, delivering strong fiscal 2023 financial results including revenue of $801 million, net loss of $99 million and Adjusted EBITDA of $181 million.2 We also made meaningful progress on our commitment to improving our net working capital dynamics and free cash flow conversion.
We are committed to living out our mission of harnessing our unrivaled knowledge of ionizing radiation for the greater good of humanity. Everything that we do is centered around radiation safety and our highly diversified portfolio of products and solutions enables mission-critical work taking place in industries such as nuclear power, cancer care and civil defense. We believe that we maintain a leadership position in 16 of our 19 major product categories and we are committed to innovating and digitizing our portfolio to deliver further value to our customers and improve safety conditions in the vital industries we serve.
Looking at our end markets, we are in the midst of several exciting macro trends which we believe will position the business well for long-term success. In nuclear power, we continue to see governments, political groups and regulatory agencies continue to declare nuclear power as a green energy source and key pillar in the global push for decarbonization. We strongly agree with this sentiment and believe Mirion is uniquely positioned with a diverse set of solutions to capitalize on demand for both utility-scale reactors and small modular reactors.
Within nuclear medicine, the growing theranostics movement gives us encouragement for the health and longevity of the end market going forward. To better position ourselves to capture growing demand and provide more value to our customers we acquired the ec 2 business in 2023, adding a leading end-to-end nuclear medicine workflow software platform to our portfolio.
We are also committed to advancing on our ESG journey, exemplified by the publication of our first ever Corporate Sustainability Report in 2023. This document highlights our commitment to being a good corporate citizen, a great company to work for and a responsible partner to our suppliers and customers.
On behalf of our employees and Board of Directors, we thank you for your investment and support of Mirion. We encourage you to cast your vote on the items up for vote at our 2024 Annual Stockholders’ Meeting, which are laid out in the accompanying proxy statement along with voting instructions.
Respectfully,
Thomas D. Logan Lawrence D. Kingsley
Chief Executive Officer Chairman of the Board
| _______________________________ | |
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| (1) | Order growth is defined as the amount of revenue earned in a given period and estimated to be earned in future periods from contracts entered into in a given period as compared with such amount for a prior period. |
| (2) | Further information regarding the non-GAAP metric adjusted EBITDA and reconciliations to the nearest GAAP measures are set forth in Appendix A to this proxy statement. |
1218 Menlo Drive
Atlanta, GA 30318
Notice of Annual Meeting of Stockholders
Tuesday, June 4, 2024
10:00 a.m. Eastern Time
Notice is hereby given that the 2024 annual meeting of stockholders (the “Annual Meeting”) of Mirion Technologies, Inc., a Delaware corporation (the “Company,” “Mirion” or “we”), will be held on June 4, 2024 at 10:00 a.m. (Eastern Time), via live webcast at www.virtualshareholdermeeting.com/MIR2024. The principal business of the Annual Meeting will be to:
Elect directors for a one-year term;
Ratify the appointment of Deloitte & Touche, LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement (the “Say-on-Pay Proposal”); and
Transact any other business as may properly come before the meeting or any adjournment, postponement or continuation thereof.
You can vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on April 12, 2024. You may revoke your proxy at any time prior to its exercise at the Annual Meeting. To facilitate voting, Internet and telephone voting are available. The instructions for voting are on the proxy card. If you hold your shares through a bank, broker or other holder of record, please follow the voter instructions you received from the holder of record.
The 2024 Annual Meeting will be virtual. You may attend the Annual Meeting and vote your shares electronically during the Annual Meeting via live webcast at www.virtualshareholdermeeting.com/MIR2024. You will need the 16-digit control number that is printed on your proxy card, voter instruction form or notice of internet availability of proxy materials, to enter the Annual Meeting. Mirion recommends that you log in 15 minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts. We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules approved by the United States Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred. Your vote is important. Please act as soon as possible to vote your shares.
By Order of the Board of Directors,
Emmanuelle LeeExecutive Vice President,Secretary and Chief Legal Officer
Atlanta, GA
April 23, 2024
Table of Contents
| Proxy Summary | 1 |
|---|---|
| Questions and Answers | 3 |
| Internet Availability of Proxy Materials | 10 |
| Non-GAAP Financial Measures | 12 |
| Corporate Governance | 14 |
| Board of Directors Leadership Structure | 15 |
| Board Refreshment and Succession Planning | 15 |
| Board Qualifications | 15 |
| Director Nominations Process | 16 |
| Stockholders Recommendation and Nomination Process | 16 |
| Diversity, Skills and Experience on our Board | 17 |
| Proposal No. 1 - Election of Directors | 19 |
| Director Biographies | 22 |
| Corporate Governance Framework | 26 |
| Governance Documents | 27 |
| Code of Ethics and Business Conduct | 27 |
| Prohibition on Hedging and Stock Pledging | 27 |
| Stockholder Communication and Outreach | 28 |
| ESG | 28 |
| Role of Board in Risk Oversight | 31 |
| Board Meetings and Committees | 31 |
| Director Independence | 33 |
| Related Party Transaction Policy | 33 |
| Compensation Committee Interlocks and Insider Participation | 34 |
| Board Leadership Structure | 34 |
| Annual Board Assessment | 34 |
| Board Oversight of Company Strategy | 35 |
| Board Oversight of ESG Matters | 35 |
| Board Oversight of Cybersecurity Risk Management | 35 |
| Communications with Directors | 36 |
| Director Compensation | 38 |
| Director Compensation Table | 40 |
| Executive Officers | 41 |
| Executive Officers Who Are Not Directors | 41 |
| Ownership of Common Stock | 43 |
| Beneficial Ownership | 44 |
| Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm | 47 |
| Pre-Approval Policy | 49 |
| Audit Committee Report | 50 |
| Compensation Discussion and Analysis | 52 |
| Executive Compensation Summary | 54 |
| Named Executive Officers | 55 |
| Executive Compensation Program | 55 |
| Total Compensation Summary | 55 |
| Compensation Philosophy and Practices | 57 |
| Compensation Philosophy and Objectives | 57 |
| Executive Compensation Best Practices | 59 |
| Executive Compensation Process | 59 |
| Say-on-Pay and Stockholder Engagement | 61 |
| Analysis of Fiscal 2023 Compensation | 62 |
| Core Compensation Elements | 63 |
Table of Contents
| Other Elements of Compensation | 67 |
|---|---|
| Employment Arrangements | 69 |
| Other Compensation Governance Practices | 71 |
| Tax and Accounting Considerations | 72 |
| Compensation Committee Report | 74 |
| Executive Compensation Tabular Disclosures | 76 |
| Summary Compensation Table | 77 |
| Grants of Plan-Based Awards | 79 |
| Outstanding Awards at Fiscal Year-End | 80 |
| Option Exercises and Stock Vested Table | 81 |
| Non-qualified Deferred Compensation | 81 |
| Pension Benefits | 82 |
| Potential Payments Upon Termination or Change of Control | 82 |
| Pay Versus Performance | 84 |
| Equity Compensation Plan Information | 96 |
| Ratio of Annual Compensation for the CEO to our Median Employee | 97 |
| Certain Relationships and Related Party Transactions | 98 |
| Proposal No. 3 - Advisory Vote to Approve Compensation of Named Executive Officers | 106 |
| Additional Information | 108 |
| List of Stockholders of Record | 109 |
| Other Business | 110 |
| Appendix A - Non-GAAP Reconciliation | 112 |
| Proxy Card | 116 |
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