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
Contents
Core Compensation Elements
The 2024 executive compensation program primarily consisted of the following core compensation elements: base salary, short-term (annual) incentive compensation, and long-term equity incentive compensation in the form of RSUs and PSUs. Each element is intended to reward and motivate executives in different ways consistent with our overall compensation philosophy. Each of these compensation elements for our NEOs for fiscal year 2024 is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation philosophy and objectives.
Base Salary
The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. We believe that a competitive base salary is a necessary element of our executive compensation program and is critical in attracting and retaining executive talent. Base salaries for our NEOs are intended to be competitive with salaries received by other individuals in similar positions at the companies with which we compete for talent, as well as equitable internally across our executive team.
Base salaries for our NEOs were established initially through negotiations at the time each individual was hired. Subsequent adjustments to base salaries were based on such individual's performance and promotions, as well as positioning relative to market data, our own analysis of compensation practices at peer companies, internal pay equity considerations, and contractual terms. In making decisions regarding salary adjustments, our Board (for the CEO) or Compensation Committee also draw upon the experience that members of our Compensation Committee or Board, as applicable, have within our industry. We do not assign a specific weight to any single factor in making decisions regarding base salary adjustments. If appropriate, base salaries are adjusted on an annual basis. The actual amount paid to each NEO for fiscal year 2024 are set forth in the 2024 Summary Compensation Table in the column entitled “Salary.”
Based on the foregoing, the Compensation Committee and Board, as applicable, approved the following base salary increases for our NEOs effective April 1, 2024.
| Name | 2023 Base Salary | 2024 Base Salary | % Change |
|---|---|---|---|
| Mr. Logan | $750,000 | $800,000 | 6.3% |
| Mr. Schopfer | $500,000 | $520,000 | 4.0% |
| Mr. Eloy (1) | $312,000 | $343,200 | 10.0% |
| Ms. Lee | $410,000 | $430,000 | 4.9% |
| Ms. Ulrich | $300,000 | $325,000 | 8.3% |
| (1) Mr. Eloy's base salary is determined and paid in Euros. For 2023, his base salary was €300,000 and for 2024, his base salary was €330,000. The numbers above are converted to $ from € based on a conversion rate of $1.04 per €1.00. Base salary for Mr. Eloy includes the 13th month bonus as referenced in the Summary Compensation Table footnote (6). | |||
Short-Term Incentive Compensation
On February 27, 2024, the Compensation Committee adopted and approved the terms of the Company’s executive short-term incentive compensation program (the “STIP”) for fiscal year 2024, which provides eligibility for annual cash incentive awards to certain executives of the Company (including each of the Company’s NEOs). Payments under the STIP are based on the achievement of predetermined corporate performance goals approved by the Board that are important objectives for our business and are designed to drive our growth as a company and long-term shareholder value. For fiscal year 2024, Messrs. Logan and Schopfer's and Mses. Lee
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and Ulrich's Corporate performance goals under the STIP were based 100% on the Enterprise metrics set forth below and as Group President of the Nuclear & Safety Group, 100% of Mr. Eloy's performance goals were based solely on the Nuclear & Safety Group metrics set forth below.
Actual payouts under the STIP may also be adjusted by an individual performance adjustment modifier. The individual performance adjustment modifier is intended to incentivize our executives by permitting the Compensation Committee, or the Board as applicable, to reward exceptional performance and penalize poor performance. The Compensation Committee did not make any discretionary individual performance adjustments for our NEO's 2024 performance and therefore did not apply any individual performance adjustment modifiers to the 2024 STIP payments for the NEOs.
The specific targets relating to the performance goals were set in connection with the establishment of the Company’s annual operating budget for the 2024 fiscal year. In connection with its review and approval of the STIP, our Compensation Committee reviewed the target incentive opportunities of our NEOs, taking into consideration several factors, including a competitive market analysis performed by WTW, our Company's overall financial and operational results for the prior fiscal year, the performance of the individual executive officer, the executive officer's potential to contribute to our long-term strategic goals, role and scope of responsibilities within our Company, individual experience and skills, the Compensation Committee's sense of competitive market practices for annual incentives and the recommendations of our CEO (for NEOs other than himself). Based on the foregoing, the Compensation Committee approved the target incentive opportunities (expressed as a percentage of 2024 base salary) for our NEOs for fiscal year 2024 set forth in the table below, which were unchanged from the 2023 target incentive opportunities. Messrs. Schopfer and Eloy, and Mses. Lee and Ulrich have a maximum bonus payout percentage of 200% of their applicable target incentive opportunities, based on respective performance goal achievement only, whereas Mr. Logan has a maximum bonus payout percentage of 200% of his base salary (and not his target incentive opportunity), based on corporate performance goal achievement only. The individual performance adjustment modifier, if applied, has a cap of 30%.
| NEO | 2023 Target Incentive Opportunity (%) | 2024 Target Incentive Opportunity (%) | 2024 Target Incentive Opportunity ($) | 2024 Maximum Target Incentive Opportunity ($) |
|---|---|---|---|---|
| Mr. Logan | 120% | 120% | $960,000 | $1,600,000 |
| Mr. Schopfer | 65% | 65% | $338,000 | $676,000 |
| Mr. Eloy | 50% | 50% | $171,600 | $343,200 |
| Ms. Lee | 50% | 50% | $215,000 | $430,000 |
| Ms. Ulrich | 50% | 50% | $162,500 | $325,000 |
Enterprise Metrics
The threshold, target and maximum performance metrics, as well as the actual achievement, pursuant to the "Enterprise Metrics" performance goal for fiscal year 2024 are set forth in the table below. On a consolidated basis, the Company had a GAAP revenue of $860.8 million, net loss of $36.6 million (4.2% of revenue), and net cash provided by operating activities of $99.1 million for fiscal year 2024. For more information on the non-GAAP measures set forth below, including reconciliations of these measures to their most directly comparable GAAP measures, please see “Pay Versus Performance—Tabular List of Performance Measures.” In the tables below, "Level of Payout %" is based on the linear interpolation of "Actual Performance" applied to the "Threshold (50%)," "Target (100%)" and "Maximum (200%)" columns, multiplied by the weighting factor.
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| Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Level of Payout %* |
|---|---|---|---|---|---|---|
| Adj. EBITDA Margin Percentage | 35% | 21.81% | 23.56% | 24.06% | 23.79% | 50.75% |
| Adj. Organic Revenue Growth | 25% | 4.00% | 6.00% | 8.00% | 6.61% | 32.63% |
| Adj. Free Cash Flow (in millions) | 40% | $64.00 | $80.00 | $96.00 | $73.40 | 31.75% |
| *Total Weighted Level of Payout is 115.13% | ||||||
Nuclear & Safety Group Metrics
The threshold, target and maximum performance metrics, as well as the actual achievement, pursuant to the "Nuclear & Safety Group Metrics" performance goals for fiscal year 2024 are set forth in the table below. With respect to the Nuclear & Safety Group, the Company had GAAP revenue of $561.1 million and income from operations of $78.9 million (14.1% of revenue). For more information on the non-GAAP measures set forth below, including reconciliations of these measures to their most directly comparable GAAP measures, please see “Pay Versus Performance—Tabular List of Performance Measures.” In the tables below, "Level of Payout %" is based on the linear interpolation of "Actual Performance" applied to the "Threshold (50%)," "Target (100%)" and "Maximum (200%)" columns, multiplied by the weighting factor.
| Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Level of Payout %* |
|---|---|---|---|---|---|---|
| Adj. EBITDA Margin Percentage | 40% | 25.13% | 27.68% | 28.41% | 28.51% | 80.00% |
| Adj. Organic Revenue Growth | 20% | 4.00% | 6.00% | 8.00% | 8.83% | 40.00% |
| Adj. Free Cash Flow (in millions) | 40% | $104.60 | $130.70 | $156.80 | $128.74 | 38.50% |
| *Total Weighted Level of Payout % is 158.50% | ||||||
The Compensation Committee reviewed the performance with respect to the performance goals set forth above. The Compensation Committee did not make any discretionary individual performance adjustments to the 2024 STIP payments. Accordingly, the Compensation Committee determined that the actual payments for the NEOs pursuant to the 2024 STIP were as follows:
| NEO | Target Incentive Opportunity (%) | Target Bonus ($) | Level of Payout %(1) | Actual Bonus ($) |
|---|---|---|---|---|
| Mr. Logan | 120% | $960,000 | 115.13% | $1,105,248 |
| Mr. Schopfer | 65% | $338,000 | 115.13% | $389,139 |
| Mr. Eloy | 50% | $171,600 | 158.50% | $271,986 |
| Ms. Lee | 50% | $215,000 | 115.13% | $247,530 |
| Ms. Ulrich | 50% | $162,500 | 115.13% | $187,086 |
| (1) Level of Payout % is rounded to two decimal places. | ||||
Long-Term Equity Incentive Compensation
We believe that providing long-term incentive compensation in the form of equity awards is a critical element of our executive compensation program as it reinforces our pay-for-performance culture and aligns employees’ interests and contributions with the long-term interests of the Company’s stockholders. In addition, our Compensation Committee and Board believe that offering meaningful equity ownership in the Company is helpful in retaining our NEOs and other key employees.
In March 2024, pursuant to the Incentive Plan, we granted RSUs and PSUs to certain of our NEOs. Because the value of RSUs and PSUs is based on the price of our Class A common stock when the RSUs and PSUs vest, we believe RSUs and PSUs provide meaningful incentives to motivate NEOs to increase the value of our stock over time. In addition, the Compensation Committee believes PSUs continue to drive important business objectives that, in turn, drive long-term stockholder value. In determining the number of RSUs and PSUs to be granted, as
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well as the allocation between RSUs and PSUs, our Compensation Committee considered several factors, including a competitive market analysis performed by WTW, the performance of the individual executive officer, the executive officer's potential to contribute to our long-term strategic goals, role and scope of responsibilities within our Company, individual experience and skills, the Compensation Committee's sense of competitive market practices for annual long-term incentive compensation and the recommendations of our CEO (for NEOs other than himself). The RSUs and PSUs granted to our NEOs in 2024 were as follows:
Equity Awards Granted in Fiscal Year 2024
| NEO | RSUs Granted(#) | RSU Granted Value ($)1 | PSUs Granted (Target) (#) | PSU Granted Value ($)1 |
|---|---|---|---|---|
| Mr. Logan | 156,626 | $1,559,995 | 234,939 | $2,339,992 |
| Mr. Schopfer | 60,240 | $599,990 | 60,240 | $599,990 |
| Mr. Eloy | 20,080 | $199,997 | 20,080 | $199,997 |
| Ms. Lee | 15,060 | $149,998 | 15,060 | $149,998 |
| Ms. Ulrich | 10,040 | $99,998 | 10,040 | $99,998 |
| 1Value based on closing price at grant date, March 1, 2024. | ||||
RSUs
The RSUs vest in three equal annual installments beginning on the first anniversary of the vesting effective date, subject to the NEO's continued employment through each vesting date. In offering RSUs, our Compensation Committee aimed to attract and retain executive talent while aligning the interests of our executives with those of our shareholders.
PSUs
2024 PSUs
The PSUs granted in 2024 (the "2024 PSUs") are eligible to vest following the end of a three-year performance period from January 1, 2024 through December 31, 2026, subject to the Compensation Committee's certification of the Company's achievement of specified performance goals related to adjusted EBITDA (weighted 50%) and management adjusted free cash flow (weighted 50%) as described in more detail below, which may be modified by 10% upward or downward based on the Company's relative total shareholder return during the performance period ("Relative TSR"), and subject further to the applicable NEO’s PSU agreement terms. In order for the PSUs to vest, the applicable NEO must be continuously employed through the date of the Compensation Committee's certification. Once vested, the PSUs provide the right to receive shares of our Class A common stock at a future date. The number of PSUs that may be earned are capped at 200% of target with the number based on our performance against these metrics, which are key measures of our long-term performance, as well as the change in the price of Class A common stock. In offering PSUs, our Compensation Committee considered several factors, including the executive officer's potential to contribute to our long-term strategic goals and the performance metrics that have the most significant impact on our long-term goals.
Adjusted EBITDA Metrics
50% of the total 2024 PSU award earned by our NEOs will be based on the Company’s achievement of certain adjusted EBITDA metrics, ending calendar year 2026. The adjusted EBITDA metrics are as follows:
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| Performance Metric ($M) | Payout (% of Target Number of PSUs) | |
|---|---|---|
| Minimum | $250 | 50% |
| Target | $265 | 100% |
| Maximum | $280 | 200% |
Adjusted EBITDA is similarly defined as for the STIP. The payout based on the adjusted EBITDA metrics will be linearly interpolated. In no event will the NEOs be eligible to receive more than 200% payout for the adjusted EBITDA performance goal.
Management Adjusted Free Cash Flow Metrics
The other 50% of the total 2024 PSU award earned by our NEOs will be based on the Company’s achievement of certain management adjusted free cash flow metrics, cumulative for the three-year performance period. The management adjusted free cash flow metrics are as follows:
| Performance Metric ($M) | Payout (% of Target Number of PSUs) | |
|---|---|---|
| Minimum | $525 | 50% |
| Target | $575 | 100% |
| Maximum | $625 | 200% |
Management adjusted free cash flow is defined as adjusted EBITDA plus the cash impact from net working capital and capital expenditures. The payout based on the management adjusted free cash flow metrics will be linearly interpolated. In no event will the NEOs be eligible to receive more than 200% payout for the management adjusted free cash flow performance goal.
Total Shareholder Return Metrics
Once initial payout in respect to the 2024 PSUs is determined based on adjusted EBITDA and management adjusted free cash flow achievement, the initial payout may be modified based on the Company's Relative TSR achievement, measured against the Russell 2000 Industrials Index, to determine final payout. The Russell 2000 Industrials index was chosen as the comparator group for measuring Relative TSR because it is relevant to the current industrial focus of the Company. The following targets were set with respect to the Relative TSR performance goal:
| Percentile Rank | Modifier Range | |
|---|---|---|
| Minimum | <30th | -10% |
| Target | 55th | 0% |
| Maximum | ≥80% | 10% |
If the Company's Relative TSR is below the 30th percentile rank, then, the modifier will be -10%. If the Company's Relative TSR is equal to or greater than the 30th percentile rank, but less than the 80th percentile rank, then the modifier will be 0%. If the Company's Relative TSR is at or above the 80th percentile rank, then the modifier will be 10%.
2024 Vesting events:
2022 PSUs
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The Company began awarding PSUs on December 27, 2021, with a 3-year performance period commencing January 1, 2022 and ending December 31, 2024 (the "2022 PSUs"). The 2022 PSUs vest based on the Company’s achievement of certain performance goals relating to relative TSR and organic revenue growth, weighted equally at 50%, and the applicable NEO’s continued employment through the end of the performance period and the date the Compensation Committee certifies achievement of the performance goals. The relative TSR goal was achieved at 87.70% and the organic revenue growth goal was achieved at 100%, resulting in overall payout of 2022 PSUs equal to 93.85% of target. The 2022 PSUs vested in February 2025.
| Named Executive Officer | 2022 PSU Payout (# Shares) |
|---|---|
| Mr. Logan | 179,102 |
| Mr. Schopfer | 35,820 |
Membership Interests
On June 16, 2021 and in connection with the Business Combination, the Sponsor issued 3,200,000 membership interests to Mr. Logan and 700,000 membership interests to Mr. Schopfer. The membership interests are intended to be treated as profits interests for U.S. income tax purposes, pursuant to which Messrs. Logan and Schopfer will have an indirect interest in the founder shares held by the Sponsor. Each of the membership interests must achieve both service-vesting and performance-vesting conditions in order to vest, with (i) 50% of the time-vesting portion being satisfied on each of the second and third anniversaries of the closing of the Business Combination, which occurred on October 20, 2021 (subject to continued employment on each vesting date) and (ii) the performance-vesting portion being satisfied with respect to (x) 25% of the grant, upon the value of our Class A common stock trading at $14 per share or more for a specified period of time prior to the fifth anniversary of the closing of the Business Combination and (y) 75% of the grant, upon the value of our Class A common stock trading at $16 per share or more for a specified period of time prior to the fifth anniversary of the closing of the Business Combination. All membership interests fully vested in 2024.
| Named Executive Officer | Membership Interests (# Shares) |
|---|---|
| Mr. Logan | 3,200,000 |
| Mr. Schopfer | 700,000 |
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