Mirion Technologies, Inc.
For the period ended May 15, 2025. Filed Apr 1, 2025.
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May 15, 2025 · Filed Apr 1, 2025
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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 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:
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, 2025;
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 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 Summary | 1 |
|---|---|
| Questions and Answers | 3 |
| Internet Availability of Proxy Materials | 9 |
| Corporate Governance | 11 |
| Board of Directors Leadership Structure | 11 |
| Board Refreshment and Succession Planning | 11 |
| Board Qualifications | 12 |
| Director Nominations Process | 12 |
| Stockholders Recommendation and Nomination Process | 13 |
| Profile of our Board | 14 |
| Proposal No. 1 - Election of Directors | 16 |
| Director Biographies | 18 |
| Corporate Governance Framework | 22 |
| Governance Documents | 22 |
| Code of Ethics and Business Conduct | 23 |
| Prohibition on Hedging and Stock Pledging | 23 |
| Stockholder Communication and Outreach | 23 |
| Corporate Responsibility | 24 |
| Role of Board in Risk Oversight | 26 |
| Board Meetings and Committees | 26 |
| Director Independence | 28 |
| Related Party Transaction Policy | 29 |
| Compensation Committee Interlocks and Insider Participation | 29 |
| Delinquent Section 16(a) Reports | 29 |
| Board Leadership Structure | 30 |
| Annual Board Assessment | 30 |
| Board Oversight of Company Strategy | 30 |
| Board Oversight of Corporate Responsibility Matters | 31 |
| Board Oversight of Cybersecurity Risk Management | 31 |
| Communications with Directors | 31 |
| Director Compensation | 32 |
| Director Compensation Table | 34 |
| Executive Officers | 36 |
| Executive Officers Who Are Not Directors | 36 |
| Ownership of Common Stock | 38 |
| Beneficial Ownership | 38 |
| Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm | 41 |
| Pre-Approval Policy | 42 |
| Audit Committee Report | 43 |
| Compensation Discussion and Analysis | 45 |
| Executive Compensation Summary | 47 |
| Named Executive Officers | 47 |
| Executive Compensation Program | 47 |
| Total Compensation Summary | 48 |
| Compensation Philosophy and Practices | 49 |
| Compensation Philosophy and Objectives | 49 |
| Executive Compensation Best Practices | 50 |
| Executive Compensation Process | 50 |
| Say-on-Pay and Stockholder Engagement | 52 |
| Analysis of 2024 Compensation | 53 |
| Core Compensation Elements | 54 |
Table of Contents
| Other Elements of Compensation | 59 |
|---|---|
| Employment and Severance Arrangements | 60 |
| Other Compensation Governance Practices | 67 |
| Tax and Accounting Considerations | 69 |
| Compensation Committee Report | 70 |
| Executive Compensation Tabular Disclosures | 71 |
| 2024 Summary Compensation Table | 71 |
| 2024 Grants of Plan-Based Awards | 74 |
| Outstanding Awards at 2024 Year-End | 75 |
| Option Exercises and Stock Vested in 2024 | 76 |
| Nonqualified Deferred Compensation | 76 |
| 2024 Pension Benefits | 77 |
| Potential Payments Upon Termination or Change of Control | 77 |
| Pay Versus Performance | 81 |
| 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 - Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers | 103 |
| Additional Information | 105 |
| List of Stockholders of Record | 105 |
| Other Business | 105 |
| Proxy Card | 108 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.