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Mirion Technologies, Inc.

For the period ended May 13, 2026. Filed Apr 1, 2026.

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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 13, 2026 · Filed Apr 1, 2026

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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4Date Filed:

1218 Menlo Drive

Atlanta, GA 30318

Telephone: (770) 432-2744

April 1, 2026

Dear Fellow Stockholders:

We are pleased to invite you to join us for Mirion’s 2026 Annual Stockholders' Meeting. The meeting is scheduled to take place virtually on Wednesday, May 13, 2026 at 10:00 a.m. (Eastern Time), via live webcast at www.virtualshareholdermeeting.com/MIR2026.

Momentum continues to build broadly across the nuclear power and cancer care end-markets. In the nuclear power market, power availability is becoming increasingly critical to support data center and artificial intelligence infrastructure. Similarly, in cancer care, structural factors such as an aging global population and elevating standards of care in developing markets are driving increased demand for cancer care.

In 2025 we booked a record $1+ billion of orders. This reflects a 26% increase compared to 2024, driven by both the tailwinds in our key vertical markets and our augmented capabilities. Notably, 2025 organic revenue from both our Nuclear Power and Nuclear Medicine end-markets grew double-digits.

2025 also reflected progress on our stated goal to increase our nuclear power exposure. In July, we acquired Certrec, and in December we closed on the acquisition of Paragon Energy Solutions. Both acquisitions enhance our nuclear power exposure and provide opportunities across the lifespan of both large-scale nuclear reactors and the emerging class of advanced and small modular reactors. Pro-forma commercial nuclear power revenue is now approximately 47% of Mirion revenue, up significantly from 37% prior to these acquisitions.

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 2026 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

Wednesday May 13, 2026

10:00 a.m. Eastern Time

Notice is hereby given that the 2026 Annual meeting of stockholders (the “Annual Meeting”) of Mirion Technologies, Inc., a Delaware corporation (the “Company,” “Mirion” or “we”), will be held on May 13, 2026 at 10:00 a.m. (Eastern Time), via live webcast at www.virtualshareholdermeeting.com/MIR2026. 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, 2026;

  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 16, 2026. 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 2026 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/MIR2026. 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, 2026

Table of Contents

Proxy Summary1
Meeting Agenda2
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 Committees27
Director Independence30
Related Party Transaction Policy30
Compensation Committee Interlocks and Insider Participation31
Delinquent Section 16(a) Reports31
Board Leadership Structure31
Annual Board Assessment31
Board Oversight of Company Strategy32
Board Oversight of Corporate Responsibility Matters32
Board Oversight of Cybersecurity Risk Management33
Communications with Directors33
Director Compensation34
Director Compensation Table36
Executive Officers37
Executive Officers Who Are Not Directors37
Ownership of Common Stock39
Beneficial Ownership39
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm42
Pre-Approval Policy43
Audit Committee Report44
Compensation Discussion and Analysis46
Executive Compensation Summary48
Named Executive Officers48
Executive Compensation Program48
Total Compensation Summary49
Compensation Philosophy and Practices50
Compensation Philosophy and Objectives50

Table of Contents

Executive Compensation Best Practices51
Executive Compensation Process51
Say-on-Pay and Stockholder Engagement53
Analysis of 2025 Compensation54
Core Compensation Elements55
Other Elements of Compensation60
Employment and Severance Arrangements62
Other Compensation Governance Practices68
Tax and Accounting Considerations69
Compensation Committee Report71
Executive Compensation Tabular Disclosures72
2025 Summary Compensation Table72
2025 Grants of Plan-Based Awards75
Outstanding Awards at 2025 Year-End76
Option Exercises and Stock Vested in 202577
Nonqualified Deferred Compensation77
2025 Pension Benefits77
Potential Payments Upon Termination or Change of Control78
Pay Versus Performance81
Equity Compensation Plan Information97
Ratio of Annual Compensation for the CEO to our Median Employee98
Certain Relationships and Related Party Transactions99
Proposal No. 3 - Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers101
Additional Information103
List of Stockholders of Record103
Other Business103
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.