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Mirion Technologies, Inc.

For the period ended May 15, 2025. Filed Apr 1, 2025.

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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.

May 15, 2025 · Filed Apr 1, 2025

MIR$17.97+4.9%Stored close · as of Nov 6, 2026
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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 ☐
Check the appropriate box:
☐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 1, 2025

Dear Fellow Stockholders:

We are pleased to invite you to join us for Mirion’s 2025 Annual Stockholders' Meeting. The meeting is scheduled to take place virtually on Thursday, May 15, 2025 at 10:00 a.m. (Eastern Time), via live webcast at www.virtualshareholdermeeting.com/MIR2025.

Mirion delivered historic performance in 2024. For example, we reported record 2024 revenue of $860.8 million, or 7.5% better than 2023. Margins also expanded in 2024, showcasing the strong operating leverage of our business.

We also took significant steps to improve our capital structure. During the year, we redeemed all outstanding warrants, vested all founders’ shares, and repriced existing debt. We entered 2025 with a much simpler and cleaner capital structure.

We unveiled updated long-term targets at our December 2024 Investor Day to help investors quantify the momentum building in our business. The updated targets are driven by our strong exposure to favorable super trends underway in Nuclear Power and Cancer Care.

Commercial nuclear power represented approximately 37% of Mirion's 2024 revenue and is undergoing a global renaissance. While there are many factors supporting nuclear market growth, so-called hyperscalers have commanded the most attention, as they look to secure baseload, carbon-free electrical generating capacity to meet the growing demand from data centers and artificial intelligence. Mirion serves the entire nuclear life cycle, from construction to decommissioning, and offers a full suite of hardware, software and services solutions.

Cancer care represented approximately 26% of Mirion's 2024 revenue. This market is also characterized by attractive fundamentals - driven by aging developed-country demographics and emerging market needs. In addition, there is a revolution underway in the use of therapeutic radioisotopes.

2025 is shaping up to be another transformative year. Mirion is a "category of one" as the only pure play in the detection, measurement, and analysis of ionizing radiation. As a result, we are well-positioned to support the exciting evolution of nuclear power and cancer care markets. We provide the mission critical, compulsory solutions our customers need to operate in highly-regulated industries with high cost of failure.

On behalf of our employees and Board of Directors, we thank you for your support of Mirion. We encourage you to cast your vote on the items up for vote at our 2025 Annual Stockholders’ Meeting, which are laid out in the accompanying proxy statement along with voting instructions.

Respectfully,

Thomas D. Logan

Chief Executive Officer and Chairman of the Board

1218 Menlo Drive

Atlanta, GA 30318

Notice of Annual Meeting of Stockholders

Thursday May 15, 2025

10:00 a.m. Eastern Time

Notice is hereby given that the 2025 annual meeting of stockholders (the “Annual Meeting”) of Mirion Technologies, Inc., a Delaware corporation (the “Company,” “Mirion” or “we”), will be held on May 15, 2025 at 10:00 a.m. (Eastern Time), via live webcast at www.virtualshareholdermeeting.com/MIR2025. The principal business of the Annual Meeting will be to:

  1. Elect directors for a one-year term;

  2. Ratify the appointment of Deloitte & Touche, LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

  3. 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

  4. 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 March 17, 2025. 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 2025 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/MIR2025. 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 1, 2025

Table of Contents

Proxy Summary1
Questions and Answers3
Internet Availability of Proxy Materials9
Corporate Governance11
Board of Directors Leadership Structure11
Board Refreshment and Succession Planning11
Board Qualifications12
Director Nominations Process12
Stockholders Recommendation and Nomination Process13
Profile of our Board14
Proposal No. 1 - Election of Directors16
Director Biographies18
Corporate Governance Framework22
Governance Documents22
Code of Ethics and Business Conduct23
Prohibition on Hedging and Stock Pledging23
Stockholder Communication and Outreach23
Corporate Responsibility24
Role of Board in Risk Oversight26
Board Meetings and Committees26
Director Independence28
Related Party Transaction Policy29
Compensation Committee Interlocks and Insider Participation29
Delinquent Section 16(a) Reports29
Board Leadership Structure30
Annual Board Assessment30
Board Oversight of Company Strategy30
Board Oversight of Corporate Responsibility Matters31
Board Oversight of Cybersecurity Risk Management31
Communications with Directors31
Director Compensation32
Director Compensation Table34
Executive Officers36
Executive Officers Who Are Not Directors36
Ownership of Common Stock38
Beneficial Ownership38
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm41
Pre-Approval Policy42
Audit Committee Report43
Compensation Discussion and Analysis45
Executive Compensation Summary47
Named Executive Officers47
Executive Compensation Program47
Total Compensation Summary48
Compensation Philosophy and Practices49
Compensation Philosophy and Objectives49
Executive Compensation Best Practices50
Executive Compensation Process50
Say-on-Pay and Stockholder Engagement52
Analysis of 2024 Compensation53
Core Compensation Elements54

Table of Contents

Other Elements of Compensation59
Employment and Severance Arrangements60
Other Compensation Governance Practices67
Tax and Accounting Considerations69
Compensation Committee Report70
Executive Compensation Tabular Disclosures71
2024 Summary Compensation Table71
2024 Grants of Plan-Based Awards74
Outstanding Awards at 2024 Year-End75
Option Exercises and Stock Vested in 202476
Nonqualified Deferred Compensation76
2024 Pension Benefits77
Potential Payments Upon Termination or Change of Control77
Pay Versus Performance81
Equity Compensation Plan Information96
Ratio of Annual Compensation for the CEO to our Median Employee97
Certain Relationships and Related Party Transactions98
Proposal No. 3 - Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers103
Additional Information105
List of Stockholders of Record105
Other Business105
Proxy Card108
ContentsView on SEC.gov

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