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
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and its NEOs pay. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis”.
The table below presents information on the compensation of our chief executive officer (principal executive officer or “PEO”) and our other NEOs in comparison to certain performance metrics for the covered fiscal years. Net Income (Loss) is not a metric that the Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the table. Note, the Summary Compensation Table Total values for the fiscal period from July 1, 2020 – June 30, 2021 and CAP values for all fiscal periods for both our chief executive officer and other NEOs as reported in the table below are driven by the issuance of profits interests awards made by the Sponsor in connection with the Business Combination which vest dependent upon the achievement of specified share price conditions. These awards had not vested as of December 31, 2023.
| Tabular Pay vs. Performance Disclosures | ||||||||
|---|---|---|---|---|---|---|---|---|
| Value of Fixed $100 Investment Based On: | ||||||||
| Fiscal Period | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid for PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid for Non-PEO NEOs (4) | Mirion Technologies Total Shareholder Return (5) | Russell 2000 Index Total Shareholder Return (6) | Net Income (Loss) (7) | Adjusted EBITDA (7)(8) |
| Fiscal Year 2023 | $4,883,922 | $18,137,940 | $1,238,261 | $2,020,458 | $103 | $143 | $(96,900,000) | $180,700,000 |
| Fiscal Year 2022 | $4,075,099 | $(12,917,132) | $921,514 | $(55,742) | $66 | $121 | $(288,400,000) | $164,700,000 |
| Partial Fiscal Year 2021 | $6,882,576 | $13,399,948 | $1,114,587 | $1,825,348 | $105 | $140 | Successor - $(23,000,000)Predecessor - $(152,400,000) | Successor - $44,500,000Predecessor - $62,100,000 |
| Fiscal Year 2021 | $20,622,413 | $20,622,413 | $2,684,014 | $2,684,014 | $105 | $137 | Predecessor - $(158,400,000) | Predecessor - $152,200,000 |
| (1) | Mr. Logan was our PEO for all years shown, The amounts reported are the amounts of total compensation reported for our PEO for each corresponding year in the "Total" column of the Summary Compensation Table in each applicable year. |
| (2) | The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. In accordance with Item 402(v) of Regulation S-K, below are the adjustments made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table for each year to arrive at compensation actually paid to our PEO during each year shown: |
| PROXY STATEMENT | 84 |
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| PEO "CAP" Calculation Detail | ||||
|---|---|---|---|---|
| Fiscal Period | ||||
| Compensation Element | Fiscal Year 2021 | Partial Fiscal Year 2021 | Fiscal Year 2022 | Fiscal Year 2023 |
| Summary Compensation Table (SCT) Reported Total Compensation | $20,622,413 | $6,882,576 | $4,075,099 | $4,883,922 |
| Aggregate SCT Reported Equity Compensation (-) | (19,240,000) | (5,509,532) | (2,901,854) | (3,016,939) |
| Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 19,240,000 | 5,730,904 | 2,290,703 | 4,643,369 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | — | 6,296,000 | (16,021,350) | 11,113,865 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | — | — | (359,730) | 513,723 |
| "Compensation Actually Paid" Determination | $20,622,413 | $13,399,948 | $(12,917,132) | $18,137,940 |
| The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. | |
| (3) | The amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our PEO), in the “Total” column of the Summary Compensation Table in each applicable year. For Fiscal Year 2021 and Partial Fiscal Year 2021, the Company's non-PEO NEOs were Brian Schopfer and Michael Freed. For Fiscal Year 2022, the Company's non-PEO NEOs were Brian Schopfer, Michael Freed, Loic Eloy and Michael Rossi. For Fiscal Year 2023, the Company's non-PEO NEOs were Brian Schopfer, Loic Eloy and Michael Rossi. |
| (4) | The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2: |
| PROXY STATEMENT | 85 |
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| Average Non-PEO NEOs "CAP" Calculation Detail | ||||
|---|---|---|---|---|
| Fiscal Period | ||||
| Compensation Element | Fiscal Year 2021 | Partial Fiscal Year 2021 | Fiscal Year 2022 | Fiscal Year 2023 |
| Summary Compensation Table (SCT) Reported Total Compensation | $2,684,014 | $1,114,587 | $921,514 | $1,238,261 |
| Aggregate SCT Reported Equity Compensation (-) | (2,104,375) | (550,946) | (454,065) | (505,565) |
| Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 2,104,375 | 573,082 | 362,012 | 472,866 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | — | 688,625 | (867,217) | 771,458 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | — | — | (17,986) | 43,438 |
| "Compensation Actually Paid" Determination | $2,684,014 | $1,825,348 | $(55,742) | $2,020,458 |
| The equity award adjustments for each fiscal year include the amounts noted in footnote 2. | |
| (5) | TSR for the Company is calculated based on an assumed $100 investment as of 8/20/2020, the first trading day within the July 1, 2020 - June 30, 2021 fiscal period, and the reinvestment of any issued dividends. |
| (6) | Represents the weighted peer group TSR. The peer group used for this purpose is the Russell 2000 Industrials Index. The peer group TSR calculated for the Russell 2000 Industrials Index is based on an assumed $100 investment as of 8/20/2020, the first trading day within the July 1, 2020 - June 30, 2021 fiscal period, and the reinvestment of any issued dividends. The Russell 2000 Industrials Index is utilized to help determine executive pay as Company TSR relative to the Russell 2000 Industrials Index is the basis, in part, by which executive performance awards are earned. |
| (7) | The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable fiscal year. The amount of net income reported for the fiscal period from July 1, 2020 through December 31, 2021 reflects the net income relating to the Predecessor for July 1, 2021 through October 19, 2021 and the net income relating to the Successor for October 20, 2021 through December 31, 2021. |
| (8) | The Company Selected Measure is Adjusted EBITDA. While we consider numerous financial and non-financial performance measures for the purpose of evaluating and determining executive compensation, we consider Adjusted EBITDA, which is one of the measures used to determine annual cash incentive compensation for our NEOs, to be the most important performance measure used by to link compensation actually paid to the NEOs for fiscal year 2023 to Company performance. For a reconciliation of Adjusted EBITDA to net income, (loss), please see the reconciliation below under “Tabular List of Performance Measures.” Adjusted EBITDA used for our compensation programs differs from reported adjusted EBITDA due to adjustments to remove impacts of current year acquisitions and setting foreign exchange impacts at the targeted exchange rates. |
Description of the Relationship Between Compensation Actually Paid and Performance Metrics
The Company’s Compensation Committee reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance, not all of which are presented in the Pay versus Performance table above. To promote strong pay-for-performance orientation when setting executive pay levels, the Compensation Committee considers the Company's absolute and relative TSR, short- and long-term business outlook, including net income and Adjusted EBITDA, and the broader market environment. Moreover, the Company calculates compensation to the PEO and other NEOs on a basis different than the amount reported in the Summary Compensation Table and CAP presented in the Pay Versus Performance table, as calculated in accordance with Item 402(v) of Regulation S-K, is not considered by the Board and the Compensation Committee in evaluating or determining executive compensation.
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between compensation actually paid and the financial performance metrics presented in the Pay
| PROXY STATEMENT | 86 |
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versus Performance table. We note, however, that since the three reported periods vary in length, CAP and Company performance may not be immediately comparable on a period-by-period basis. That said, we believe the Pay Versus Performance table shows the alignment between CAP to the NEOs and the Company's performance, consistent with our compensation philosophy as described in our CD&A. Specifically, CAP for the Company's PEO increased from ($12,917,132) in Fiscal Year 2022 to $18,137,940 in the most recently completed fiscal period disclosed, and similarly increased for the Company’s average non-PEO NEO from ($55,742) to $2,020,457 over the same comparable fiscal periods. In line with such increase, and because the Russell 2000 Industrials Index is utilized to help determine executive pay, both the Company TSR and Russell 2000 Industrials Index TSR increased from the last fiscal period disclosed to the most recently completed fiscal period. Further, Adjusted EBITDA, the primary measure used by the Committee to link pay and performance, increased from $164,700,000 in Fiscal Year 2022 to $180,700,000 in the most recently completed fiscal period. Finally, our net loss decreased from 288,400,000 to 96,900,000 in the most recently completed fiscal period.
| PROXY STATEMENT | 87 |
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Tabular List of Performance Measures
As required by the SEC rules, the Company has determined the following as its most important measures used to link compensation actually paid to our NEOs to company performance for fiscal year 2023, which are the only financial performance measures used to link compensation actually paid to company performance for fiscal year 2023.
Adjusted EBITDA
Adjusted Free Cash Flow
Adjusted Organic Revenue
Relative Total Shareholder Return
We use financial measures in this proxy statement, including Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Organic Revenue, that are not measures of financial performance under GAAP, in particular as compensation targets and for the performance measures described above herein. We believe that non-GAAP financial information, when taken collectively, may be helpful to management and investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.
Adjusted EBITDA is defined as GAAP net income before interest expense, income tax expense, depreciation and amortization adjusted to remove the impact of foreign currency gains and losses, amortization of acquired intangible assets, the impact of purchase accounting on the recognition of deferred revenue, changes in the fair value of warrants, certain non-operating expenses (impairment related to a business held for sale and an equity investment, incremental one-time costs related to the Business Combination, incremental one-time costs associated with becoming a public company, mergers and acquisition expenses, restructuring costs, costs to achieve information technology system integration and efficiency, and costs to achieve integration and operational synergies), stock-based compensation expense, debt extinguishment, goodwill impairment, and the income tax impacts of these adjustments. Adjusted EBITDA used for our compensation programs differs from
| PROXY STATEMENT | 88 |
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reported adjusted EBITDA due to adjustments to remove impacts of current year acquisitions and setting foreign exchange impacts at the targeted exchange rates. A reconciliation of Adjusted EBITDA to the most comparable GAAP measure is set forth in the table that follows.
| Successor · Predecessor | |||||
|---|---|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2023 | Year EndedDecember 31, 2022 | FromOctober 20, 2021throughDecember 31, 2021 | From July 1, 2021 through October 19, 2021 | Year Ended June 30, 2021 |
| Net loss (GAAP) | $(98.7) | $(288.4) | $(23.0) | $(105.7) | $(158.4) |
| Interest expense, net | 57.1 | 41.9 | 6.2 | 52.8 | 163.2 |
| Income tax (benefit) provision | (6.6) | (18.2) | (6.8) | (5.6) | (5.9) |
| Amortization | 131.3 | 145.8 | 32.0 | 19.7 | 62.8 |
| Depreciation - Mirion Business Combination step up | 6.4 | 6.4 | 1.3 | — | — |
| Depreciation - all other | 25.1 | 22.3 | 4.0 | 6.2 | 20.8 |
| Stock-based compensation expense | 21.9 | 31.8 | 5.3 | 9.3 | — |
| Increase (decrease) in fair value of warrant liabilities | 24.8 | (37.6) | (1.2) | — | — |
| Goodwill impairment | — | 211.8 | — | — | — |
| Other impairments | — | 7.0 | — | — | — |
| Debt extinguishment | 2.6 | — | — | 15.9 | — |
| Foreign currency (gain) loss, net | (0.3) | 4.9 | 1.6 | (0.6) | 13.4 |
| Revenue reduction from purchase accounting | — | — | 2.3 | 4.5 | 8.0 |
| Cost of revenues impact from inventory valuation purchase accounting | — | 6.3 | 15.8 | — | 5.2 |
| Non-operating expenses | 17.1 | 30.7 | 7.0 | 34.7 | 43.1 |
| Reported Adjusted EBITDA (Non-GAAP) | 180.7 | 164.7 | $44.5 | $31.2 | $152.2 |
| Adjustments to remove impacts of current year acquisitions and setting foreign exchange impacts at the targeted exchange rates | (2.2) | 1.8 | |||
| Adjusted EBITDA for Compensation (Non-GAAP) | $178.5 | $166.5 | |||
| PROXY STATEMENT | 89 |
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Medical Group
| Successor · Predecessor | |||
|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2023 | Year EndedDecember 31, 2022 | Year Ended June 30, 2021 |
| Income from operations (GAAP) | $13.0 | $(98.9) | $2.3 |
| Amortization | 54.7 | 64.3 | 23.2 |
| Depreciation - Mirion Business Combination step up | 4.8 | 4.8 | — |
| Depreciation - all other | 15.7 | 13.3 | 10.1 |
| Stock-based compensation expense | 0.7 | 0.6 | — |
| Goodwill impairment | — | 87.3 | — |
| Revenue reduction from purchase accounting | — | — | 8.0 |
| Cost of revenues impact from inventory valuation purchase accounting | — | 0.9 | 5.2 |
| Non-operating expenses(1) | 8.6 | 14.6 | 3.6 |
| Reported Adjusted EBITDA (Non-GAAP) | 97.5 | 86.9 | $52.4 |
| Adjustments to remove impacts of current year acquisitions and setting foreign exchange impacts at the targeted exchange rates | (1.1) | (0.3) | |
| Adjusted EBITDA for Compensation (Non-GAAP) | $96.4 | $86.6 | |
(1) In FY 2023, non-operating expenses were included in Medical Group and Technologies Group segment earnings for the first time. For comparability purposes, reported income (loss) from operations has been adjusted for prior periods. Non-operating expenses only impacted adjusted EBITDA for compensation purposes in FY 2023.
| PROXY STATEMENT | 90 |
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Technologies Group
| Successor · Predecessor | |||
|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2023 | Year EndedDecember 31, 2022 | Year Ended June 30, 2021 |
| Income from operations (GAAP) | $46.0 | $(103.1) | $68.1 |
| Amortization | 76.6 | 81.5 | 39.6 |
| Depreciation - Mirion Business Combination step up | 1.4 | 1.4 | — |
| Depreciation - all other | 8.9 | 8.2 | 10.1 |
| Stock-based compensation expense | 1.3 | 1.0 | — |
| Goodwill impairment | — | 124.5 | — |
| Cost of revenues impact from inventory valuation purchase accounting | — | 5.4 | — |
| Non-operating expenses(1) | 1.1 | 5.1 | 13.3 |
| Other income/expense | 0.1 | — | 0.4 |
| Reported Adjusted EBITDA (Non-GAAP) | 135.4 | 124.0 | $131.5 |
| Adjustments to remove impacts of current year acquisitions and setting foreign exchange impacts at the targeted exchange rates | (1.0) | 2.0 | |
| Adjusted EBITDA for Compensation (Non-GAAP) | $134.4 | $126.0 | |
(1) In FY 2023, non-operating expenses were included in Medical Group and Technologies Group segment earnings for the first time. For comparability purposes, reported income (loss) from operations has been adjusted for prior periods. Non-operating expenses only impacted adjusted EBITDA for compensation purposes in FY 2023.
Enterprise
| Successor · Predecessor | |||
|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2023 | Year EndedDecember 31, 2022 | Year Ended June 30, 2021 |
| Income from operations (GAAP) | $(80.9) | $(95.8) | $(59.2) |
| Depreciation - Mirion Business Combination step up | 0.2 | 0.2 | — |
| Depreciation - all other | 0.5 | 0.8 | 0.6 |
| Stock-based compensation expense | 19.9 | 30.2 | — |
| Other impairment | — | 7.0 | — |
| Non-operating expenses(1) | 8.5 | 11.0 | 27.0 |
| Other income/expense | (0.4) | 0.4 | (0.1) |
| Reported Adjusted EBITDA (Non-GAAP) | $(52.2) | $(46.2) | $(31.7) |
(1) In FY 2023, non-operating expenses were included in Medical Group and Technologies Group segment earnings for the first time. For comparability purposes, reported income (loss) from operations has been adjusted for prior periods. Non-operating expenses only impacted adjusted EBITDA for compensation purposes in FY 2023.
Adjusted Free Cash Flow is defined as free cash flow adjusted to include the impact of cash used to fund certain non-operating expenses described above in the definition of Adjusted EBITDA as well as proceeds from derivative contracts. Free cash flow is defined as GAAP net cash provided by operating activities adjusted to include the impact of purchases of property, plant, and equipment and purchases of badges. Our Adjusted Free Cash Flow used for purposes of our compensation programs are included below, including a reconciliation of Adjusted Free Cash Flow to the most comparable GAAP measure is set forth below:
| PROXY STATEMENT | 91 |
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| Successor · Predecessor | |||
|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2023 | Year EndedDecember 31, 2022 | Year Ended June 30, 2021 |
| Net cash provided by operating activities | $95.2 | $39.4 | $53.6 |
| Purchases of property, plant, and equipment and badges | (37.1) | (34.2) | (23.2) |
| Free cash flow (non-GAAP) | $58.1 | $5.2 | $30.4 |
| Proceeds from derivative contracts | 4.4 | — | — |
| Cash used for non-operating expenses | 11.7 | 30.7 | 30.8 |
| Other | (0.6) | — | — |
| Adjusted free cash flow (non-GAAP) | $73.6 | $35.9 | $61.2 |
Adjusted Organic Revenues is defined as adjusted revenues excluding the impact of foreign exchange rates as well as mergers and acquisitions in the period. Adjusted Revenues is defined as GAAP revenues adjusted to remove the impact of purchase accounting on the recognition of deferred revenues. The Adjusted Organic Revenues used for purposes of our compensation programs is included below, including a reconciliation of Adjusted Organic Revenues to the most comparable GAAP measure is set forth below. Adjusted Organic Revenue Growth is calculated by comparing Adjusted Organic Revenues (non-GAAP) to Adjusted Revenues (non-GAAP) in the prior year.
| Successor · Successor | |||
|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2023 | Year EndedDecember 31, 2022 | Year-over-Year Growth Percentage(1) |
| Revenues (GAAP) | $800.9 | $717.8 | |
| Revenues reduction from purchase accounting | — | — | |
| Adjusted revenues (non-GAAP) | $800.9 | $717.8 | |
| Less effect of acquisitions / divestitures | (10.8) | ||
| Less effect of foreign currency translation | (5.7) | ||
| Adjusted organic revenues (non-GAAP) | $784.4 | 9.3% | |
| (1) Year-over-year growth percentage is calculated as 2023 adjusted organic revenues less 2022 adjusted revenues, divided by 2022 adjusted revenues. | |||
| PROXY STATEMENT | 92 |
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| Successor · Successor · Predecessor · Combined (Non-GAAP) | ||||||
|---|---|---|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2022 | FromOctober 20, 2021throughDecember 31, 2021 | From July 1, 2021 through October 19, 2021 | Six Months Ended June 30, 2021 | Year Ended December 31, 2021 | Year-over-Year Growth Percentage(1) |
| Revenues (GAAP) | $717.8 | $154.1 | $168.0 | $346.2 | $668.3 | |
| Revenues reduction from purchase accounting | — | 2.3 | 4.5 | 8.0 | 14.8 | |
| Adjusted revenues (non-GAAP) | $717.8 | $156.4 | $172.5 | $354.2 | $683.1 | |
| Less effect of acquisitions | (27.0) | |||||
| Less effect of foreign currency translation | 31.0 | |||||
| Adjusted organic revenues (non-GAAP) | $721.8 | 5.7% | ||||
| (1) Year-over-year growth percentage is calculated as 2022 adjusted organic revenues less 2021 combined adjusted revenues, divided by 2021 combined adjusted revenues. | ||||||
Medical Group
| Successor · Successor | |||
|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2023 | Year EndedDecember 31, 2022 | Year-over-Year Growth Percentage(1) |
| Revenues (GAAP) | $284.5 | $271.7 | |
| Revenues reduction from purchase accounting | — | — | |
| Adjusted revenues (non-GAAP) | $284.5 | $271.7 | |
| Less effect of acquisitions / divestitures | 10.1 | ||
| Less effect of foreign currency translation | (0.8) | ||
| Adjusted organic revenues (non-GAAP) | $293.8 | 8.1% | |
| (1) Year-over-year growth percentage is calculated as 2023 adjusted organic revenues less 2022 adjusted revenues, divided by 2022 adjusted revenues. | |||
| PROXY STATEMENT | 93 |
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| Successor · Successor · Predecessor · Combined (Non-GAAP) | ||||||
|---|---|---|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2022 | FromOctober 20, 2021throughDecember 31, 2021 | From July 1, 2021 through October 19, 2021 | Six Months Ended June 30, 2021 | Year Ended December 31, 2021 | Year over Year growth Percentage(1) |
| Revenues (GAAP) | $271.7 | $49.2 | $60.3 | $103.6 | $213.1 | |
| Revenues reduction from purchase accounting | — | 2.3 | 4.5 | 8.0 | 14.8 | |
| Adjusted revenues (non-GAAP) | $271.7 | $51.5 | $64.8 | $111.6 | $227.9 | |
| Less effect of acquisitions | (11.6) | |||||
| Less effect of foreign currency translation | 2.4 | |||||
| Adjusted organic revenues (non-GAAP) | $262.5 | 15.2% | ||||
| (1) Year-over-year growth percentage is calculated as 2022 adjusted organic revenues less 2021 combined adjusted revenues, divided by 2021 combined adjusted revenues. | ||||||
Technologies Group
| Successor · Successor | |||
|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2023 | Year EndedDecember 31, 2022 | Year-over-Year Growth Percentage(1) |
| Revenues (GAAP) | $516.4 | $446.1 | |
| Revenues reduction from purchase accounting | — | — | |
| Adjusted revenues (non-GAAP) | $516.4 | $446.1 | |
| Less effect of acquisitions / divestitures | (20.5) | ||
| Less effect of foreign currency translation | (4.9) | ||
| Adjusted organic revenues (non-GAAP) | $491.0 | 10.1% | |
| (1) Year-over-year growth percentage is calculated as 2023 adjusted organic revenues less 2022 adjusted revenues, divided by 2022 adjusted revenues. | |||
| PROXY STATEMENT | 94 |
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| Successor · Successor · Predecessor · Combined (Non-GAAP) | ||||||
|---|---|---|---|---|---|---|
| (In millions) | Year EndedDecember 31, 2022 | FromOctober 20, 2021throughDecember 31, 2021 | From July 1, 2021 through October 19, 2021 | Six Months Ended June 30, 2021 | Year Ended December 31, 2021 | Year over Year growth Percentage(1) |
| Revenues (GAAP) | $446.1 | $104.9 | $107.7 | $242.6 | $455.2 | |
| Revenues reduction from purchase accounting | — | — | — | — | — | |
| Adjusted revenues (non-GAAP) | $446.1 | $104.9 | $107.7 | $242.6 | $455.2 | |
| Less effect of acquisitions | (15.4) | |||||
| Less effect of foreign currency translation | 28.6 | |||||
| Adjusted organic revenues (non-GAAP) | $459.3 | 0.9% | ||||
| (1) Year-over-year growth percentage is calculated as 2022 adjusted organic revenues less 2021 combined adjusted revenues, divided by 2021 combined adjusted revenues. | ||||||
Relative TSR is defined as the Total Shareholder Return for Mirion during the relevant performance period measured as a comparative percentile to the all companies in the Russell 2000 Industrials index. Total Shareholder Return is the share price appreciation of any particular company’s publicly traded common stock plus dividends accrued, as measured during the applicable performance period.
See the "Compensation Discussion & Analysis" above and published in the Company’s historical proxy statements for additional detail on executive compensation actions. Note, the compensation value ultimately realized by the Company’s executive officers remains subject to significant variation over time (e.g., forfeiture of unvested awards prior to vesting, variation in stock price prior to award monetization).
| PROXY STATEMENT | 95 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.