Not independent
Tenure on this board
4.6 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; and approve, on a non‑binding advisory basis, the compensation of the named executive officers (Say-on-Pay).
Elect eight directors (Thomas D. Logan, Kenneth C. Bockhorst, Robert A. Cascella, Steven W. Etzel, Lawrence D. Kingsley, John W. Kuo, Jody A. Markopoulos and Sheila Rege) to serve one‑year terms ending at the 2027 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as Mirion’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non‑binding advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and related narrative.
This non‑binding management proposal requests stockholder approval of the Company’s executive compensation as disclosed in the proxy statement, effectively asking shareholders to endorse the design and outcomes of the pay program for named executive officers. Management seeks approval to validate its compensation philosophy: a pay‑for‑performance framework that emphasizes variable, at‑risk compensation (short‑term cash incentives and long‑term PSUs) and aligns executives’ interests with long‑term stockholder value. The program features annual STIP awards tied to enterprise and group financial metrics (adjusted EBITDA margin, adjusted organic revenue growth, adjusted free cash flow) and multi‑year PSUs tied to adjusted EBITDA and management adjusted free cash flow with a Relative TSR modifier, aiming to balance near‑term execution and sustained value creation. The Compensation Committee is independent and engaged Compensia as an independent advisor; governance safeguards include stock ownership guidelines, a clawback policy, and limits on single‑trigger change‑in‑control payments. Management’s case emphasizes recent strong company performance—record orders, revenue growth in key end markets, and improved adjusted EBITDA and net income—and the Committee points to robust shareholder engagement and a 94% say‑on‑pay vote in 2025 as evidence of support. The non‑binding nature means the Board will consider the result in future program design rather than being legally required to change pay; nonetheless, approval signals investor acceptance of the program’s risk‑reward calibration. Critics could argue that sizeable PSU grant values and overlap of metrics across short‑ and long‑term plans risk duplicative payouts, but the Committee has sought to mitigate this by different performance periods, caps, and linear payout curves as well as relative TSR adjustment. The Board recommends a FOR vote because it believes the structure incentivizes disciplined growth, cash generation, and alignment with stockholders while incorporating sound governance and risk mitigation practices. Overall, the proposal is a routine advisory endorsement request that asks shareholders to confirm confidence in the Company’s executive compensation approach and its alignment with long‑term shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.5% | 26,232,251 | $488M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.2% | 17,905,722 | $333M |
| 3 | T. Rowe Price Investment Management, Inc. | 5.8% | 14,627,795 | $272M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 10,505,195 | $195M |
| 5 | STATE STREET CORP | 3.8% | 9,430,017 | $175M |
| 6 | COOPERMAN LEON G | 3.3% | 8,383,441 | $156M |
| 7 | BlackRock, Inc. | 2.9% | 7,338,478 | $136M |
| 8 | GOLDMAN SACHS GROUP INC | 2.2% | 5,464,765 | $102M |
| 9 | FMR LLC | 2.0% | 5,112,529 | $95M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.0% | 5,106,801 | $95M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.