Mirion Technologies, Inc.
For the period ended Dec 31, 2023. Filed Apr 23, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 23, 2024
Contents
Executive Compensation Process
Role of the Compensation Committee and Management
The Company's executive compensation program has been administered by our Compensation Committee, which is comprised entirely of independent directors. Our Compensation Committee is responsible for establishing, implementing, monitoring and evaluating our executive compensation program. The Compensation Committee reviews and approves the compensation of our NEOs, other than the compensation of our CEO, for which the Compensation Committee makes recommendations to our Board for the Board's approval. The Compensation Committee’s responsibilities and authority are described fully in the Compensation Committee’s charter, which is available on our website at ir.mirion.com (under the tab "Governance—Governance Documents”). Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
The Compensation Committee also consults with members of our management team, including our CEO, and our chairperson of the Board when making compensation decisions. While the Compensation Committee considers our CEO’s and Chair's recommendations, the Compensation Committee ultimately uses its own business judgment and experience in approving, or making recommendations to the Board where applicable,
| PROXY STATEMENT | 59 |
|---|
regarding individual compensation elements and the amount of each element for our NEOs. Our CEO recuses himself from all determinations regarding his own compensation.
The compensation of our NEOs is reviewed at least annually by our Compensation Committee and is informed by the recommendations of our CEO (other than with respect to his own compensation) and our compensation consultant. Our Compensation Committee evaluates and determines any recommended compensation adjustments or awards to our NEOs or, if applicable, make recommendations to the Board for final determination.
Role of Compensation Consultant
Since 2021, the Compensation Committee has engaged WTW to be its compensation consultant and assist on matters relating to our executive compensation program pursuant to its authority under the Compensation Committee charter. A representative of WTW attends meetings of the Compensation Committee as requested. WTW reports directly to the Compensation Committee.
The Compensation Committee has evaluated WTW’s independence by considering the requirements mandated by NYSE listing standards and SEC rules and has determined that no conflict of interest exists. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any such advisor and has sole authority to approve all such advisors’ fees and other retention terms. WTW was paid aggregate fees of approximately $138,806 in 2023 for advice to the Compensation Committee with respect to executive officer and director compensation. WTW separately provided insurance risk and brokering services to the Company in 2023, and was paid aggregate fees for that work of approximately $311,984. The Compensation Committee does not consider that separate insurance-related work, and fees, to present a conflict with respect to its role with respect executive officer and director compensation. The decision to engage WTW for the insurance risk and brokering services was made by members of Mirion management and did not require approval of the Board or the Compensation Committee.
Peer Group
The Compensation Committee, with the assistance of WTW, developed and approved the following compensation peer group in September 2022. The establishment of this peer group is to provide a second comparative basis, in addition to survey data, for the compensation of our executive officers to their peer companies in order to set an appropriate overall compensation framework. In developing the peer group, the Compensation Committee considered a variety of factors, including the following:
Primary and related industries: The peer group reflects companies operating in electronic equipment and heath care equipment industries reflective of our technologies and medical business segments.
Company size: The peer group reflects companies approximately 0.25x smaller than and up to approximately 4x larger than us, based on revenue.
Geography: The peer group only reflects companies headquartered in the U.S.
Ownership Structure: The peer group only reflects stand-alone corporate entities.
Peer Group Companies
established September 2022
| Allied Motion Technologies Inc. | Graco Inc. | MSA Safety Incorporated |
|---|---|---|
| Array Technologies, Inc. | Haemonetics Corporation | Nordson Corporation |
| Babcock & Wilcox Enterprises, Inc. | Integer Holdings Corporation | Proto Labs, Inc. |
| Badger Meter, Inc. | iRhythm Technologies, Inc. | Standex International Corporation |
| CONMED Corporation | Merit Medical Systems, Inc. | Vicor Corporation |
| Enerpac Tool Group Corp. | ||
| PROXY STATEMENT | 60 |
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In evaluating the pay competitiveness of NEO compensation, the Compensation Committee considered general industry data from WTW's 2022 General Industry Executive Survey as well as peer proxy data for the CEO and CFO. Market data is one element that the Compensation Committee uses to make pay decisions. Multiple factors are considered in determining the target total compensation opportunity, including our compensation philosophy, the executive’s role and responsibility, the executive’s past performance, internal equity, and expected contributions and experience in the role.
The Compensation Committee will review our compensation peer group at least annually and make adjustments to its composition as necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the compensation peer group.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.