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Mirion Technologies, Inc.

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

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About this filing

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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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 has not delegated any of its authorities to other persons or committees.

The Compensation Committee also consults with members of our management team, including our CEO, and 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, regarding individual compensation elements and the amount of each element for our NEOs. Our CEO is recused from all determinations regarding his own compensation.

PROXY STATEMENT50

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 $165,506 in 2024 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 2024, and was paid aggregate fees for that work of approximately $298,906. The Compensation Committee does not consider that separate insurance-related work, and fees, to present a conflict with respect to WTW's role in advising on 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 2023 for setting 2024 executive compensation. 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 relative to our 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, machinery 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. The Compensation Committee also reviews market capitalization and employee count as secondary reference points.

Geography: The peer group only reflects companies headquartered in the U.S.

Ownership Structure: The peer group only reflects stand-alone corporate entities.

PROXY STATEMENT51

Peer Group Companies

established September 2023

Allied Motion Technologies Inc.Graco Inc.MSA Safety Incorporated
Array Technologies, Inc.Haemonetics CorporationNordson Corporation
Babcock & Wilcox Enterprises, Inc.Integer Holdings CorporationProto Labs, Inc.
Badger Meter, Inc.iRhythm Technologies, Inc.Standex International Corporation
CONMED CorporationMerit Medical Systems, Inc.Vicor Corporation
Enerpac Tool Group Corp.

The Compensation Committee, with the assistance of WTW, re-evaluated and adopted a new peer group in August 2024 to more closely align to the business model. In this process, the Compensation Committee added Atricure, Inc. and Lantheus Holdings. Inc. to the peer group and removed Babcock & Wilcox Enterprises, Inc. and Integer Holdings Corporation. This new peer group was not used in setting 2024 executive compensation, but was used in setting 2025 executive compensation.

In evaluating the pay competitiveness of 2024 NEO compensation, the Compensation Committee also considered general industry data from WTW's 2023 General Industry Executive Survey as well as peer proxy data for the CEO and CFO. Market data is only one element that the Compensation Committee uses to make pay decisions; multiple factors are considered in determining the target total compensation opportunity, in addition to market data, including our compensation philosophy, the executive’s role and responsibility, the executive’s past performance, internal equity, the executive's expected contributions and the executive's experience in the role.

The Compensation Committee reviews our compensation peer group at least annually and makes 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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.