mir-20230424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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MIRION TECHNOLOGIES, INC.

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(Name of Registrant as Specified In Its Charter)

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1218 Menlo Drive
Atlanta, GA 30318
Telephone: (770) 432-2744

April 24, 2023

Dear Fellow Stockholders:

We are pleased to invite you to join us for Mirion’s 2023 Annual Stockholders' Meeting. The meeting is scheduled to take place virtually on Wednesday, June 6, 2023 at 10:00 a.m. (Eastern Time), via live webcast at www.virtualshareholdermeeting.com/MIR2023.

Overall, fiscal 2022 was a dynamic year for Mirion. In the face of an evolving and challenging global operating environment, our teams showcased the inherent resiliency of our business model and delivered solid results. We finished 2022 with strong momentum heading into 2023 and believe we have the right strategy in place to execute on our positive outlook.

Our revenue for fiscal 2022 was $718 million, net loss was $288 million and Adjusted EBITDA1 was $165 million. We closed the year with a robust order backlog of $737 million, exhibiting strong demand dynamics across our chosen end markets.

We believe that we have the best team in our chosen end markets and maintain a leadership position in 15 of our 18 major product categories. Our highly diversified portfolio of safety solutions enables us to serve a wide array of mission-critical work taking place in industries such as nuclear power generation, life-saving cancer treatment and diagnosis, and civil defense.

Promoting safety across our end markets remains central to everything that Mirion does and we remain committed to our mission of harnessing our unrivaled knowledge of ionizing radiation for the greater good of humanity. Inherent in our mission is the work that we have done to advance our Environmental, Social and Governance (“ESG”) platform. While we are still early in our ESG journey, we believe that we have taken the right first steps to establish a solid base to build from.

We are committed to advancing our ESG platform as we mature as a public company. As you review the accompanying proposals up for vote at this year’s meeting, you will see some items that our Board has put forward to improve our overall governance structure. We appreciate your consideration of these initiatives, in addition to the other items up for vote.

On behalf of Mirion’s 2,800+ employees and our Board of Directors, we thank you for your continued support and investment in Mirion. Your vote is very important to us and we encourage you to cast your vote on the important items that are up for consideration ahead of our 2023 Annual Stockholders’ Meeting. Voting instructions and items on the ballot are listed in the accompanying proxy statement.

Respectfully,

Thomas D. Logan Lawrence D. Kingsley

Chief Executive Officer Chairman of the Board


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(1)			Further information regarding the non-GAAP metric adjusted EBITDA and reconciliations to the nearest GAAP measures are set forth in Appendix A to this proxy statement.

1218 Menlo Drive

Atlanta, GA 30318

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Notice of Annual Meeting of Stockholders

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Wednesday, June 6, 2023
10:00 a.m. Eastern Time

Notice is hereby given that the 2023 annual meeting of stockholders (the “Annual Meeting”) of Mirion Technologies, Inc., a Delaware corporation (the “Company,” “Mirion” or “we”), will be held on June 6, 2023 at 10:00 a.m. (Eastern Time), via live webcast at www.virtualshareholdermeeting.com/MIR2023. 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, 2023;

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”);

4.Approve an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law (the “Officer Exculpation Proposal”);

5.Approve an amendment to our Amended and Restated Certificate of Incorporation to add a sunset date for the supermajority voting provisions (the “Supermajority Sunset Date Proposal”); and

6.Transact any other business as may properly come before the meeting or any adjournment or postponement 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 April 14, 2023. 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 2023 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/MIR2023. 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 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 Lee Executive Vice President, Secretary and General Counsel

Atlanta, GA
April 24, 2023

Table of Contents


Proxy Summary			1
Questions and Answers			3
Internet Availability of Proxy Materials			9
Non-GAAP Financial Measures			10
Corporate Governance			11
Board of Directors Leadership Structure			12
Board Refreshment and Succession Planning			12
Board Qualifications			12
Director Nominations Process			13
Stockholders Recommendation and Nomination Process			13
Diversity, Skills and Experience on our Board			14
Proposal No. 1 - Election of Directors			15
Director Biographies			18
Corporate Governance Framework			23
Governance Documents			24
Code of Ethics and Business Conduct			24
Prohibition on Hedging and Stock Pledging			24
ESG			25
Stockholder Communication and Outreach			25
Role of Board in Risk Oversight			27
Board Meetings and Committees			27
Director Independence			29
Related Party Transaction Policy			29
Compensation Committee Interlocks and Insider Participation			30
Board Leadership Structure			30
Annual Board Assessment			30
Board Oversight of Comp