Skip to main content

Mirion Technologies, Inc.

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

View on SEC.gov

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 13, 2026 · Filed Apr 1, 2026

MIR$17.97+4.9%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Core Compensation Elements

The 2025 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 restricted stock units ("RSUs") and performance stock units ("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 2025 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 promotion, 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.

Based on the foregoing, the Compensation Committee and Board, as applicable, approved the following base salary increases for our NEOs effective April 1, 2025.

Name2024 Base Salary2025 Base Salary% Change
Mr. Logan$800,000$825,0003.1%
Mr. Schopfer$520,000$540,0003.8%
Mr. Eloy (1)$387,163$404,7614.5%
Ms. Lee$430,000$445,0003.5%
Ms. Ulrich$325,000$345,0006.2%
(1) Mr. Eloy's base salary is determined and paid in Euros. For 2024, his base salary was €330,000 and for 2025, his base salary was €345,000. The numbers above are converted to $ from € based on a conversion rate of $1.17322 per €1.00. Base salary for Mr. Eloy includes the 13th month bonus as referenced in the Summary Compensation Table footnote (6).

The actual amount paid to each NEO for fiscal year 2025 are set forth in the 2025 Summary Compensation Table in the column entitled “Salary.”

Short-Term Incentive Compensation

On February 25, 2025, the Compensation Committee adopted and approved the terms of the Company’s executive short-term incentive compensation program (the “STIP”) for fiscal year 2025, which provides eligibility

2026 PROXY STATEMENT55

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 2025, Messrs. Logan and Schopfer's and Mses. Lee 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, 70% of Mr. Eloy's performance goals were based on the Nuclear & Safety Group metrics and 30% of Mr. Eloy's performance goals were based on the Enterprise metrics, both 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 individual performance modifier, if applied, has a cap of 30%.

The Compensation Committee did not make any discretionary individual performance adjustments for our NEO's 2025 performance and therefore did not apply any individual performance adjustment modifiers to the 2025 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 2025 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 2025 base salary) for our NEOs for fiscal year 2025 set forth in the table below, which were unchanged from the 2024 target incentive opportunities. Messrs. Schopfer and Eloy, and Mses. Lee and Ulrich each 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.

NEO2024 Target Incentive Opportunity (%)2025 Target Incentive Opportunity (%)2025 Target Incentive Opportunity ($)2025 Maximum Target Incentive Opportunity ($)
Mr. Logan120%120%$990,000$1,650,000
Mr. Schopfer65%75%$405,000$810,000
Mr. Eloy50%50%$202,380$404,761
Ms. Lee50%50%$222,500$445,000
Ms. Ulrich50%50%$172,500$345,000

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 2025 are set forth in the table below. On a consolidated basis, the Company had GAAP revenue of $925.4 million, net income of $29.8 million (3.2% of revenue), and net cash provided by operating activities of $143.3 million for fiscal year 2025. 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.

2026 PROXY STATEMENT56
MetricWeightingThreshold (50%)Target (100%)Maximum (200%)Actual PerformanceLevel of Payout %*
Adj. EBITDA Margin Percentage30%23.60%24.80%25.80%24.68%95.12%
Adj. Organic Revenue Growth30%4.40%6.40%8.40%3.90%—%
Adj. Free Cash Flow (in millions)40%$80.00$100.00$120.00$121.00200.00%
*Total Weighted Level of Payout is 108.54%

Based on this performance, the bonus percentage payout for all executives other than Mr. Eloy was 108.54%.

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 2025 are set forth in the table below. With respect to the Nuclear & Safety Group, the Company had GAAP revenue of $614.6 million and income from operations of $101.1 million (16.4% 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.

MetricWeightingThreshold (50%)Target (100%)Maximum (200%)Actual PerformanceLevel of Payout %*
Adj. EBITDA Margin Percentage30%28.50%29.50%30.50%29.12%81.11%
Adj. Organic Revenue Growth30%5.50%7.60%9.60%4.40%—%
Adj. Free Cash Flow (in millions)40%$122.30$152.90$183.50$142.3593.10%
*Total Weighted Level of Payout % is 57.44%

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 2025 STIP payments. Accordingly, the Compensation Committee determined that the actual payments for the NEOs pursuant to the 2025 STIP were as follows:

NEOTarget Incentive Opportunity (%)Target Bonus ($)Level of Payout %(1)Actual Bonus ($)
Mr. Logan120%$990,000108.54%$1,074,516
Mr. Schopfer75%$405,000108.54%$439,575
Mr. Eloy50%$202,38072.77%(2)$164,212
Ms. Lee50%$222,500108.54%$241,495
Ms. Ulrich50%$172,500108.54%$187,226
(1) Level of Payout % is rounded to two decimal places.(2) Mr. Eloy's Level of Payout % is based on a 70%/30% split (Group/Enterprise). For 2025, the Nuclear & Safety Group payout % is 57.44% and the Enterprise payout % is 108.54%

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.

2026 PROXY STATEMENT57

In March 2025, the grants made to Messrs. Logan, Schopfer and Eloy pursuant to the Company's Omnibus Incentive Plan (the "Incentive Plan") were 100% PSUs whereas the grants to our other NEOs were 40% RSUs and 60% PSUs. 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 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), resulting to a shift to 100% PSUs for Messrs. Logan, Schopfer and Eloy. The RSUs and PSUs granted to our NEOs in 2025 were as follows:

Equity Awards Granted in Fiscal Year 2025

NEORSUs Granted(#)RSU Granted Value ($)1PSUs Granted (Target) (#)PSU Granted Value ($)1
Mr. Logan0$0328,396$5,099,990
Mr. Schopfer0$099,806$1,549,987
Mr. Eloy0$064,391$999,992
Ms. Lee10,032$155,79715,453$239,985
Ms. Ulrich7,726$119,98511,590$179,993
1 Value based on prior day closing price at grant date, March 1, 2025 ($15.53)

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

The PSUs granted in 2025 (the "2025 PSUs") are eligible to vest following the end of a three-year performance period from January 1, 2025 through December 31, 2027, 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 25% 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. The number of shares that may be earned are capped at 250% 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. Accordingly, the Compensation Committee determined that it was in the best interests of the Company to grant to the most senior executives of the Company only PSUs (and not RSUs) because of the influence that these individuals have on the Company's ability to achieve these key performance metrics.

Adjusted EBITDA Metrics

50% of the total 2025 PSU award earned by our NEOs will be based on the Company’s achievement of certain adjusted EBITDA metrics, ending calendar year 2027. The adjusted EBITDA metrics are as follows:

2026 PROXY STATEMENT58
Performance Metric ($M)Payout (% of Target Number of PSUs)
Minimum$26750%
Target$292100%
Maximum$317200%

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.

After careful consideration, the Committee determined that the limited use of overlapping performance conditions across our STIP and LTIP is appropriate, well-calibrated and consistent with our pay-for-performance philosophy. The Committee selected Adjusted EBITDA and other overlapping metrics because they represent core indicators of the Company's operating performance and are directly linked to the execution of our strategic plan. The Committee believes that reinforcing these priorities across multiple incentive vehicles promotes sustained management focus on disciplined growth, profitability and operational execution. The Committee structured each incentive program to ensure that the use of overlapping metrics does not result in duplicative compensation for the same performance outcomes. While certain metrics may be common across the STIP and LTIP, each program applies district performance periods, payout curves, leverage and maximum payout limitations. Annual incentive awards emphasize near-term execution and are subject to annual performance thresholds and caps, while long-term incentive awards are measured over multi-year performance periods and are further aligned with stockholder interests through equity based delivery, vesting requirements, and long-term value considerations.

The Committee also assessed the rigor of performance goals used in each program independently. Performance targets are established annually based on the Company's operating plan and long-term outlook and achievement of threshold, target and maximum performance levels requires progressively stronger financial results. The Committee believes this calibration ensures that the payouts under each program appropriately reflect the level of performance achieved and mitigates the risk of excessive compensation outcomes.

In designing the program the Committee concluded that the selective overlap of performance metrics, differentiated design features and appropriate targets supports transparency, reinforces accountability and strengthens alignment between executive compensation and stockholder value creation. Accordingly the Committee believes that the Company's incentive structure appropriately balances short-term and long-term performance objectives and avoids undue duplication of pay opportunities.

Management Adjusted Free Cash Flow Metrics

The other 50% of the total 2025 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$54550%
Target$595100%
Maximum$645200%

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

2026 PROXY STATEMENT59

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 2025 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 RankModifier Range
Minimum<30th-25%
Target55th0%
Maximum≥80%25%

2025 Vesting events:

2022 PSUs

The Company granted PSUs on April 1, 2022, with a 3-year performance period commencing April 1, 2022 and ending March 31, 2025 (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 182.40% and the organic revenue growth goal was achieved at 200%, resulting in overall payout of 2022 PSUs equal to 191.20% of target. The 2022 PSUs vested in May 2025.

Named Executive Officer2022 PSU Payout (# Shares)
Mr. Logan213,234
Mr. Schopfer65,154
Mr. Eloy31,273
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.