DEF 14A of Mirion Technologies, Inc., Apr 1, 2025

DEF 14A of Mirion Technologies, Inc.

Filed Apr 1, 2025 · FY20240001628280-25-015923

Open on EDGAR

  1. Election of Directors

    Election of Directors Our Amended and Restated Certificate of Incorporation provides that our Board must consist of the number of directors fixed from time to time by resolution of our Board. Our Board currently consists of eight (8) members. Each director holds office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Each director must be elected annually by the stockholders and serves for a term ending on the date of the annual meeting of stockholders next following the annual meeting at which such director was elected.

  2. Election of Directors

    | PROXY STATEMENT | 16 |

  3. Election of Directors

    The table below sets forth information with respect to our directors as of April 1, 2025:

  4. Election of Directors

    | Name | Age | Position | Joined our Board | | Thomas D. Logan | 64 | Chairman, Founder and Chief Executive Officer | October 2021 | | Kenneth C. Bockhorst(1)(3) | 52 | Director and Lead Independent Director | October 2021 | | Robert A. Cascella(2)(3) | 70 | Director | October 2021 | | Steven W. Etzel(1)(2) | 64 | Director | October 2021 | | Lawrence D. Kingsley(2)(3) | 62 | Director | October 2021 | | John W. Kuo(2)(3) | 61 | Director | October 2021 | | Jody A. Markopoulos(1)(3) | 53 | Director | October 2021 | | Sheila Rege(1)(2) | 59 | Director | September 2022 |

  5. Election of Directors

    (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated the entire Board for re-election. Biographical information for each director nominee is contained in the following section. If elected at the Annual Meeting, each of these nominees will serve for a one-year term expiring at the 2026 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of the other nominee and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the re-election of all current directors.

  6. Director Biographies

    Director Biographies The following is a brief biographical summary of the experience of our directors and director nominees: Thomas D. Logan is the Founder of Mirion, and has served as its Chief Executive Officer since 2005. He has served as a member of Mirion's Board of Directors since 2005 and as the Chairman of the Board since February 2025. Prior to joining Mirion, Mr. Logan served as Chief Executive Officer for Global Dosimetry Solutions, a radiation dosimetry provider, from 2004 to 2005. Prior to 2004, Mr. Logan served as President of BAF Energy, CFO of E-M Solutions and of BVP, Inc. and prior to that, held various finance leadership positions at Chevron. Mr. Logan has more than 30 years of energy industry experience, as well as extensive experience within the contract manufacturing and consumer products industries. Mr. Logan received a M.B.A. and a B.S. from Cornell University. We believe Mr. Logan’s extensive history with Mirion, as well as his business expertise, qualify him to serve on our Board of Directors. Steven W. Etzel served as Senior Vice President and Chief Financial Officer of Rockwell Automation, Inc., a company focused on industrial automation and information, from November 2020 to February 2021, and subsequently as Senior Vice President, Finance of Rockwell until his retirement in April 2021. Mr. Etzel joined Rockwell in 1989 and served in various positions, including Vice President and Treasurer from 2007 to 2020 and Vice President, Finance from October 2020 to November 2020. Mr. Etzel received his Bachelor of Science degree in Business Administration from Clarion University of Pennsylvania and earned a CERT Certificate in the Cyber-Risk Oversight Program from the National Association of Corporate Directors. Mr. Etzel is a CFA® charterholder. We believe Mr. Etzel’s extensive financial and management experience, including financial reporting, internal controls, investor relations, financial planning and analysis, capital markets financing transactions, mergers and acquisitions and risk management provides him with the qualifications and skills to serve on our Board of Directors.

  7. Director Biographies

    | PROXY STATEMENT | 18 |

  8. Director Biographies

    Kenneth C. Bockhorst currently serves as the Chairman, President and Chief Executive Officer of Badger Meter, Inc., a global provider of industry leading smart water solutions that optimize operations and enhance sustainability across a wide range of customer applications. Mr. Bockhorst joined Badger Meter in October 2017 as Chief Operating Officer, was promoted to President in April 2018, Chief Executive Officer in 2019 and Chairman of the Board in 2020. Prior to Badger Meter, he served six years at Actuant Corporation, a diversified industrial company (now named Enerpac Tool Group), most recently as Executive Vice President of the Energy segment. Prior to Actuant, he held product management and operational leadership roles at IDEX and Eaton. Mr. Bockhorst received an M.B.A. from the University of Wisconsin - Madison and a B.A. from Marian University in Operations Management, Marketing and Human Resources. We believe Mr. Bockhorst's extensive operational experience with diversified industrial companies provides him with the qualifications and skills to serve on our Board of Directors. Robert A. Cascella retired from the position of Strategic Business Development Leader for Royal Philips, a public Dutch healthcare company effective as of December 31, 2021. He had held this position since May 2020. From April 2015 to April 2020, he served as Executive Vice President and Chief Business Leader (CEO) of Philips’ Diagnosis and Treatment and Precision Diagnosis businesses. He also served on Philip’s Executive Committee from January 2016 to April 2021. Prior to Philips, Mr. Cascella served at Hologic, Inc., a public medical device and diagnostics company, from February 2003 to December 2013 as its president and later CEO. He has also held senior leadership positions at CFG Capital, NeoVision Corporation and Fischer Imaging Corporation. Mr. Cascella has served on the board of Koru Medical Systems since June 2022, as the chair of the board of Neuronetics, Inc. since April 2021, on the board of Metabolon, Inc. since September 2020 and on the board of Celestica Inc. since April 2019, where he has also served as chair of the Compensation Committee since July 2021. Mr. Cascella received a B.A. in accounting from Fairfield University. We believe Mr. Cascella's extensive medical device and healthcare business experience, as well as his experience serving on other public company boards, provide him with the qualifications and skills to serve on our Board of Directors.

  9. Director Biographies

    | PROXY STATEMENT | 19 |

  10. Director Biographies

    Lawrence D. Kingsley currently serves as the independent Non-Executive Board Chair of IDEXX Laboratories, Inc., a public company, since November 2019 and as an Advisory Director to Berkshire Partners LLC, an investment company, since May 2016. Mr. Kingsley also currently serves as a Director of Polaris Industries Inc., a public company, since January 2016, Consolidated Precision Products Corporations, a private company, since September 2019 and Harvey Performance Company, a private company, since September 2023. Prior to joining IDEXX Laboratories, Inc., Mr. Kingsley served as Chairman of Pall Corporation from October 2013 to August 2015 and as President and Chief Executive Officer of Pall Corporation from October 2011 to August 2015 until Danaher Corporation, a public company, acquired Pall Corporation in August 2015. Before his experience at Pall Corporation, Mr. Kingsley served as the Chief Executive Officer and President of IDEX Corporation, a public company specializing in the development, design and manufacture of fluid and metering technologies, health and science technologies and fire, safety and other diversified products, from March 2005 to August 2011, and the Chief Operating Officer of IDEX Corporation from August 2004 to March 2005. Mr. Kingsley previously served as a Director of Pall Corporation from October 2011 to August 2015, Cooper Industries plc (formerly Cooper Industries Ltd.), a public company, from 2007 to 2012 and IDEX Corporation from 2005 to 2011. He was also a director of Rockwell Automation, Inc. from 2013 to 2021. Mr. Kingsley served in various positions of increasing responsibility at Danaher Corporation, including Corporate Vice President and Group Executive from March 2004 to August 2004, President of Industrial Controls Group from April 2002 to July 2004 and President of Motion Group, Special Purpose Systems from January 2001 to March 2002. Mr. Kingsley also previously held management positions of increasing responsibility at Kollmorgen Corporation and Weidmuller Incorporated. Mr. Kingsley received an undergraduate degree in Industrial Engineering and Management from Clarkson University and an M.B.A. from the College of William and Mary. We believe that Mr. Kingsley’s strong executive leadership and operational skills, in-depth knowledge of and experience in strategic planning, corporate development, and operations analysis and experience serving on other public company boards provide him with the qualifications and skills to serve on our Board of Directors. John W. Kuo was the Chief Legal Officer of Visby Medical, a privately held molecular diagnostic company from September 2021 until his retirement in October 2022. Previously, he was the Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Charles River Laboratories, a NYSE-listed, Fortune 1000 global contract drug research and development company, from May 2020 to September 2020. Before that, Mr. Kuo was the Senior Vice President, General Counsel and Corporate Secretary of Varian Medical Systems, a NYSE-listed, Fortune 1000 global cancer therapy/radiation therapy company, from July 2005 to May 2020. He also previously served in senior expatriate roles in Europe and Asia in the energy and high technology industries, respectively. Mr. Kuo received his J.D. from the University of California, Berkeley School of Law and his B.A. in Biology & Society from Cornell University. Mr. Kuo earned a certificate from the AEA/Stanford Executive Institute, Stanford Graduate School of Business, as well as a CERT Certificate in the Cyber-Risk Oversight Program from the National Association of Corporate Directors. We believe that Mr. Kuo’s over 15 years of experience as an executive in Fortune 1000 life sciences companies, his familiarity with the radiation

  11. Director Biographies

    | PROXY STATEMENT | 20 |

  12. Director Biographies

    therapy industry, his global perspective and international market expansion experience, his deep understanding of regulated industries, his management experience in scaling global functions and his expertise in legal and corporate governance matters provide him with the qualifications and skills to serve on our Board of Directors. Jody A. Markopoulos is currently an independent consultant. Previously, Ms. Markopoulos served as the Chief Operating Officer of Eos Energy Enterprises, Inc., a provider of battery storage solutions for the electric utility industry from March 2021 to November 2021. Previously, she spent 26 years in multiple operating leadership positions at General Electric and Baker Hughes. She served as Chief Supply Chain Officer at Baker Hughes, a GE company at the inception of the newly merged public company, responsible for manufacturing and supply chain operations, from 2017 to 2018, and then as Chief Transition Officer from 2018 to 2020, responsible for executing the orderly transition from GE. At General Electric, she served as Chief Operations Officer at GE Oil & Gas from 2015 to 2017, President and CEO of GE Intelligent Platforms, an industrial automation, controls and software company from 2011 to 2014, and as Vice President of Sourcing at GE Energy from 2005 to 2011. Ms. Markopoulos has served as a board director at White Cap since September 2022 and is a member of their audit and compensation committees. Ms. Markopoulos received a B.S. in Interdisciplinary Engineering and Management from Clarkson University. We believe Ms. Markopoulos’s over 25 years of experience in the energy sector and power generation industry, including nuclear power, and her deep operating executive experience, provide her with the qualifications and skills to serve on our Board of Directors. Dr. Sheila Rege is a board-certified radiation oncologist and the Founder and former Chief Executive Officer of Northwest Cancer Clinic, a provider of radiation oncology and nuclear medicine services, which opened in 2012. From 2007 to 2019, Dr. Rege sat on the Board of Directors of Physicians Insurance, serving as the Chair of the Nominating Committee and a member of the Compensation, Executive and CEO Succession Committees. Dr. Rege, a Washington State University (WSU) faculty member, has received recognitions including the American College of Radiation Oncology (ACRO) 2023 Gold Medal Award, American Medical Association Inspiration Award in 2021, the Private Company Boardroom 2022 “Directors to Watch,” the ACRO 2022 Sucha Asbell Mentorship Award, and has been recognized as a “Top Oncologist” by the Consumer Research Council of America in 2012. Dr. Rege earned a CERT Certificate in the Cyber-Risk Oversight Program from the National Association of Corporate Directors. Dr. Rege received her B.A. from the University of California, Berkeley, and her M.D. from the University of California, Los Angeles. We believe Dr. Rege’s extensive radiation oncology and healthcare business experience qualify her to serve on our Board of Directors.

  13. Director Biographies

    | PROXY STATEMENT | 21 |

  14. Director Biographies

    We are proud of our commitment to sound corporate governance and high ethical standards, and we believe that this commitment has contributed to our success in building long-term value for our stockholders and other stakeholders by: •Strengthening Board and management accountability and effectiveness; •Promoting alignment with the long-term interests of our stockholders and other stakeholders; and •Helping to maintain our stockholders’ and other stakeholders’ trust in our Company. Our corporate governance framework includes our corporate governance documents and practices, it provides the structure that enables our Board to provide effective oversight and counsel for the Company.

  15. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during 2024. The table sets forth a summary of the compensation we paid to each non-employee member of our Board for the period beginning January 1st, 2024 and ending December 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation to, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of our Board in 2024. Thomas Logan is our CEO and he receives no compensation for his services as director. His CEO compensation is reported in the "Executive Compensation Tabular Disclosures - 2024 Summary Compensation Table."

  16. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | | Stock Awards(2)(3) ($) | All Other Compensation ($) | Total ($) | | Kenneth C. Bockhorst(4) | 104,000 | | 140,000 | — | 244,000 | | Robert A. Cascella(4) | 89,000 | | 140,000 | — | 229,000 | | Steven W. Etzel(4) | 91,500 | 1 | 140,000 | — | 231,500 | | Lawrence D. Kingsley | 76,500 | | 140,000 | — | 216,500 | | John W. Kuo(4) | 87,750 | | 140,000 | — | 227,750 | | Jody A. Markopoulos | 76,500 | | 140,000 | — | 216,500 | | Sheila Rege | 76,500 | | 140,000 | — | 216,500 |

  17. Director Compensation Table

    (1) The amounts reported in this column represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director in fiscal year 2024 for their service as a director, including any annual retainer fees, committee and/or chair fees. Lawrence D. Kingsley, Kenneth C. Bockhorst, and Steven W. Etzel elected to receive their First and Second Quarter 2024 fees in fully vested Class A common stock in lieu of cash and the remainder of their 2024 fees in cash. Mr. John W. Kuo elected to receive all his 2024 fees in fully vested Class A common stock in lieu of cash. Ms. Jody A. Markopoulos elected to receive her First and Second Quarter 2024 fees in cash and her Third Quarter and Fourth Quarter 2024 fees in fully vested Class A common stock in lieu of cash. (2) The amounts shown in this column relate to the annual RSU grant made to certain non-employee directors, as further described above under the heading “Director Compensation.” For the RSUs, the amounts reported in this column represent the grant date fair value of RSUs calculated in accordance with the provisions of ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. The assumptions used in calculating the aggregate grant date fair values of the RSUs reported in this column are set forth in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 26, 2025. (3) As of December 31, 2024, the number of shares of Class A common stock underlying outstanding RSUs held by each of our non-employee Directors were as follows:

  18. Director Compensation Table

    | Name | Aggregate Number of Shares Underlying Restricted Stock Units | | Kenneth C. Bockhorst | 6,750 | | Robert Cascella | 6,750 | | Steven W. Etzel | 6,750 | | Lawrence D. Kingsley | 6,750 | | John W. Kuo | 6,750 | | Jody A. Markopoulos | 6,750 | | Sheila Rege | 6,750 |

  19. Director Compensation Table

    | PROXY STATEMENT | 34 |

  20. Director Compensation Table

    (4) The Non-Employee Director Compensation Plan was amended on May 15, 2024, effective June 4, 2024..Mr. Kenneth Bockhorst's fees reflect a proration of the Lead Independent Director fee. Messrs. Cascella, Etzel and Kuo's fees reflect a proration of the Committee Chair fees.

  21. Director Compensation Table

    | PROXY STATEMENT | 35 |

  22. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan We maintain an unfunded, nonqualified deferred compensation plan (the “Deferred Compensation Plan”), in which Mr. Logan and Ms. Lee have historically participated. Each year, eligible employees, which includes our

  23. Nonqualified Deferred Compensation Plan

    | PROXY STATEMENT | 59 |

  24. Nonqualified Deferred Compensation Plan

    U.S. executive officers, including our U.S. NEOs, can elect to defer up to 100% of their base salary, bonus, commissions and/or short-term incentive compensation, as applicable, under the Deferred Compensation Plan. We do not make any matching, discretionary or other similar contributions to the Deferred Compensation Plan on behalf of participants. Participants may elect to receive compensation they have deferred upon certain qualifying distribution events (e.g., separation from service, death, disability or at a specified date) at which time account balances are distributed in cash either in a lump sum or annual installments as elected by the participant. If no election is made, account balances are distributed in a lump sum. Annual installments can be for up to five years if the qualifying distribution event is a specified date or 15 years if the qualifying distribution event is due to a separation from service. Account balances are distributed in a single lump sum to the participant’s beneficiary upon the participant’s death or disability. Participants may also elect to receive in a single lump sum, in the event of a separation from service within two years of a change in control of the Company, the entire vested portion of their account balance that was otherwise reserved for payment in installments following a separation from service or at a specified date. Account balances under the Deferred Compensation Plan are credited with a deemed investment return (or credited with a deemed investment loss), determined as if the account was invested in one or more of approximately 20 investment funds made available by the administrator. Participants elect the investment fund(s) in which accounts will be deemed invested. Participants may change their investment elections on a daily basis. The investment vehicle is determined by the administrator if the participant fails to make an investment election.

  25. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the total compensation awarded to, earned by and paid to the NEOs for services rendered to the Company in all capacities during (i) the period beginning January 1, 2022 and ending December 31, 2022 (the "Fiscal Year 2022"), (ii) the period beginning January 1, 2023 and ending December 31, 2023 (the "Fiscal Year 2023"), and (iii) the period beginning January 1, 2024 and ending December 31, 2024 ("Fiscal Year 2024"), as applicable.

  26. 2024 Summary Compensation Table

    | PROXY STATEMENT | 71 |

  27. 2024 Summary Compensation Table

    | Name and Principal Position | Period | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation (4) ($) | Total ($) | | Thomas Logan Chief Executive Officer | Fiscal Year 2024 | 787,500 | | 3,899,987 | 1,105,248 | | 38,081 | 5,830,816 | | | Fiscal Year 2023 | 737,500 | | 3,016,939 | 1,089,123 | | 40,360 | 4,883,922 | | | Fiscal Year 2022 | 700,000 | | 2,901,854 | 377,163 | | 96,082 | 4,075,099 | | Brian Schopfer Chief Financial Officer | Fiscal Year 2024 | 515,000 | 250,000 (5) | 1,199,981 | 389,139 | | 18,337 | 2,122,457 | | | Fiscal Year 2023 | 487,500 | 250,000 (5) | 739,555 | 389,961 | | 16,891 | 1,883,907 | | | Fiscal Year 2022 | 450,000 | — | 736,669 | 157,600 | | 27,307 | 1,371,576 | | Loic Eloy (6) Group President, Nuclear & Safety | Fiscal Year 2024 | 309,600 | 26,400 (7) | 399,994 | 282,410 (8) | | 101,127 | 1,119,531 | | | Fiscal Year 2023 | 302,050 | 25,171 | 215,480 | 199,832 | — | 99,782 | 842,315 | | | Fiscal Year 2022 | 270,706 | 23,092 | 429,594 | 55,141 | | 92,927 | 871,460 | | Emmanuelle Lee (9) Chief Legal Officer & Chief Compliance Officer | Fiscal Year 2024 | 425,000 | | 299,995 | 247,530 | | 22,111 | 994,636 | | Alison Ulrich (9) Chief Human Resources Officer | Fiscal Year 2024 | 318,750 | | 199,997 | 187,086 | | 18,670 | 724,503 |

  28. 2024 Summary Compensation Table

    (1) For Fiscal Year 2024, the amounts reflect the aggregate grant date fair value of RSUs and PSUs granted in 2024 computed in accordance with FASB ASC Topic 718 disregarding any estimates of forfeitures. The assumptions used in calculating the aggregate grant date fair values of the RSUs and PSUs reported in this column are set forth in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K as filed with the SEC on February 28, 2025. The grant date fair values reported for the PSU awards granted in 2024 were calculated based on the probable outcomes of the performance conditions related to these awards in accordance with FASB ASC Topic 718 (excluding the effects of estimated forfeitures). The grant date value of the PSU awards granted in 2024 assuming the maximum achievement of the applicable performance conditions is $4,679,985 for Mr. Logan, $1,199,981 for Mr. Schopfer, $399,994 for Mr. Eloy, $299,995 for Ms. Lee, and $199,997 for Ms. Ulrich. (2) For Fiscal Year 2024, the amounts reflect short-term cash incentive awards earned under the STIP for such year. (3) Account balances under the Deferred Compensation Plan are credited with deemed earnings or losses, determined as if the account was invested in one or more of approximately 20 investment funds made available by the plan administrator, based on the applicable participant’s investment elections. For Fiscal Year 2024, it was determined that no above-market or preferential interest rate options were available on notional investments in the Deferred Compensation Plan; accordingly, none of Mr. Logan's or Ms. Lee’s Fiscal Year 2024 earnings under the Deferred Compensation Plan have been reported. All earnings under the Deferred Compensation Plan based on her investment elections are reported in the “Nonqualified Deferred Compensation Table” below. (4) Fiscal Year 2024 amounts reflect: (i) for Mr. Logan, a $14,400 automobile allowance, a company contribution of $13,800 to Mr. Logan’s account under the Company’s 401(k) plan, $3,678 to cover the cost of an annual physical examination, a $5,000 reimbursement for financial planning services, $220 for continued automobile maintenance and $983 in company-paid long-term care insurance premiums; (ii) for Mr. Schopfer, company contributions of $13,800 to Mr. Schopfer’s account under the Company’s 401(k) plan, $3,421 to cover the cost of an annual physical examination, $500 to Mr. Schopfer’s company-sponsored health savings account and $616 in company-paid long-term care insurance premiums; (iii) for Mr. Eloy, a $11,232 (€10,800) annual compensation for his role as Managing Director of Mirion Technologies (MGPI H&B) GmbH, Germany, $14,897 (€14,324) payment to France's mandatory social security on behalf of Mr. Eloy in accordance with French Law, a $53,076 (€51,034) company contribution to Mr. Eloy's retirement account managed by AGIRC/ARRCO, $9,370 (€9,010) for Mr. Eloy's company car costs (e.g. monthly lease payments, and costs relating to maintenance, tolls, and gas), and $12,553 (€12,070) pursuant to a special unemployment insurance contract with GSC; (iv) For Ms. Lee, a company contribution of $13,800 to Ms. Lee’s account under the Company’s 401(k) plan, $4,986 to cover the cost of an annual physical examination, $2,400 for opting out of Mirion's medical plan in 2024, and $925 in company-paid long-term care insurance premiums; (v) For Ms. Ulrich, a company contribution of $13,800 to Ms. Ulrich’s account under the Company’s 401(k) plan, $1,000 to Ms. Ulrich’s company-sponsored health savings account and $3,870 in company-paid long-term care insurance premiums.

  29. 2024 Summary Compensation Table

    | PROXY STATEMENT | 72 |

  30. 2024 Summary Compensation Table

    (5) The amount reported represents 25% of a retention bonus that was paid to Mr. Schopfer on October 7, 2022 and that is no longer subject to repayment by Mr. Schopfer upon the occurrence of Mr. Schopfer’s termination without cause or resignation for good reason between the period commencing on October 1, 2022 and ending on October 1, 2026. (6) For Fiscal Year 2024, all figures were converted from Euro to U.S. dollars using the 12/31/2024 exchange rate of $1.04 per €1.00. (7) The amount reported represents a French customary “thirteenth month” bonus earned in 2024, of which 30% was paid in July 2024 and the remaining 70% was paid in December 2024, and calculated based on Mr. Eloy’s salary in December 2024. (8) The amount reported represents $271,986 (€261,525) that Mr. Eloy earned under the STIP in Fiscal Year 2024, and $10,424 (€10,023) in French Participation and Interessement payments earned in 2024. French Participation is a statutory profit sharing scheme for French companies with more than 50 employees, and the Interessement is a contractual profit sharing scheme paid by the French Subsidiary to all of its employees pursuant to the Local Enterprise Agreement. Interessement payments are calculated based on formulas set forth in the Local Enterprise Agreement between the French Subsidiary and employee representatives which is renegotiated every 3 years. (9) Mses. Lee and Ulrich were not NEOs for Fiscal Year 2023 and Fiscal Year 2022.

  31. 2024 Summary Compensation Table

    | PROXY STATEMENT | 73 |

  32. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table presents information concerning grants of plan-based awards to each of the NEOs during Fiscal Year 2024:

  33. 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Thomas Logan | | | | | | | | | | | 2024 STIP | | 480,000 | 960,000 | 1,600,000 | | | | | | | RSU | 3/1/2024 | | | | | | | 156,626 | 1,559,995 | | PSU | 3/1/2024 | | | | 117,470 | 234,939 | 469,878 | | 2,339,992 | | Brian Schopfer | | | | | | | | | | | 2024 STIP | | 169,000 | 338,000 | 676,000 | | | | | | | RSU | 3/1/2024 | | | | | | | 60,240 | 599,990 | | PSU | 3/1/2024 | | | | 30,120 | 60,240 | 120,480 | | 599,990 | | Loic Eloy | | | | | | | | | | | 2024 STIP | | 85,800 | 171,600 | 343,200 | | | | | | | RSU | 3/1/2024 | | | | | | | 20,080 | 199,997 | | PSU | 3/1/2024 | | | | 10,040 | 20,080 | 40,160 | | 199,997 | | Emmanuelle Lee | | | | | | | | | | | 2024 STIP | | 107,500 | 215,000 | 430,000 | | | | | | | RSU | 3/1/2024 | | | | | | | 15,060 | 149,998 | | PSU | 3/1/2024 | | | | 7,530 | 15,060 | 30,120 | | 149,998 | | Alison Ulrich | | | | | | | | | | | 2024 STIP | | 81,250 | 162,500 | 325,000 | | | | | | | RSU | 3/1/2024 | | | | | | | 10,040 | 99,998 | | PSU | 3/1/2024 | | | | 5,020 | 10,040 | 20,080 | | 99,998 |

  34. 2024 Grants of Plan-Based Awards

    (1) Represents the threshold, target and maximum performance-based incentive cash payments the NEOs could have earned pursuant to the STIP for fiscal year 2024, as described in “Short-Term Incentive Compensation” above. The actual amounts earned pursuant to the STIP for fiscal year 2024 are set forth in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above. The maximum does not account for any individual adjustment modifier, which is capped at "+30%". Additionally, Mr. Logan's maximum payout is capped at 200% of his annual salary of $800,000. (2) Represents the threshold, target and maximum number of shares tied to PSUs granted in 2024. The minimum and maximum do not account for any Relative TSR modifier, which is capped at "-10%" and "+10%", respectively. (3) Represents the number of RSUs granted in 2024. (4) The amount reported represents the grant date fair value computed in accordance with FASB ASC Topic 718 disregarding any estimates of forfeitures. The values reported for the PSU awards granted in fiscal year 2024 was calculated based on probable outcomes of the performance conditions related to these awards in accordance with ASC Topic 718 (excluding the effects of estimated forfeitures).

  35. 2024 Grants of Plan-Based Awards

    | PROXY STATEMENT | 74 |

  36. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table presents, for each of the NEOs, information regarding outstanding equity awards issued pursuant to the Incentive Plan as of December 31, 2024.

  37. Outstanding Equity Awards at 2024 Year-End

    | | Stock Awards | | | | | | | Name | Grant Date | Vesting Commencement Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Thomas Logan | 12/27/2021 | 12/27/2022 | 95,240 (2) | 1,661,938 | | | | | 12/27/2021 | 12/27/2024 | | | 190,839 (3) | 3,330,141 | | | 4/1/2022 | 4/1/2023 | 74,350 (5) | 1,297,408 | | | | | 4/1/2022 | 4/1/2025 | | | 111,524 (4) | 1,946,094 | | | 3/29/2023 | 3/29/2024 | 111,801(5) | 1,950,927 | | | | | 3/29/2023 | 3/29/2026 | | | 167,701 (6) | 2,926,382 | | | 3/1/2024 | 3/1/2025 | 156,626(5) | 2,733,124 | | | | | 3/1/2024 | 3/1/2027 | | | 234,939 (7) | 4,099,686 | | Brian Schopfer | 12/27/2021 | 12/27/2022 | 19,084 (2) | 333,016 | | | | | 12/27/2021 | 12/27/2024 | | | 38,167 (3) | 391,212 | | | 4/1/2022 | 4/1/2023 | 16,522 (5) | 288,309 | | | | | 4/1/2022 | 4/1/2025 | | | 34,076 (4) | 349,279 | | | 3/29/2023 | 3/29/2024 | 33,126 (5) | 578,049 | | | | | 3/29/2023 | 3/29/2026 | | | 34,161 (6) | 350,150 | | | 3/1/2024 | 3/1/2025 | 60,240 (5) | 1,051,188 | | | | | 3/1/2024 | 3/1/2027 | | | 60,240 (7) | 1,051,188 | | Loic Eloy | 4/1/2022 | 4/1/2023 | 11,070(5) | 193,172 | | | | | 4/1/2022 | 4/1/2025 | | | 16,356 (4) | 285,412 | | | 3/29/2023 | 3/29/2024 | 11,097 (5) | 193,643 | | | | | 3/29/2023 | 3/29/2026 | | | 8,198 (6) | 143,055 | | | 3/1/2024 | 3/1/2025 | 20,080 (5) | 350,396 | | | | | 3/1/2024 | 3/1/2027 | | | 20,080 (7) | 350,396 | | Emmanuelle Lee | 12/27/2021 | 12/27/2022 | 11,928 (2) | 208,144 | | | | | 4/1/2022 | 4/1/2023 | 9,418 (5) | 164,344 | | | | | 3/29/2023 | 3/29/2024 | 18,882 (5) | 329,491 | | | | | 3/1/2024 | 3/1/2025 | 15,060 (5) | 262,797 | | | | | 3/1/2024 | 3/1/2027 | | | 15,060 (7) | 262,797 | | Alison Ulrich | 12/27/2021 | 12/27/2022 | 388 (2) | 6,771 | | | | | 4/1/2022 | 4/1/2023 | 4,131 (5) | 72,086 | | | | | 3/29/2023 | 3/29/2024 | 8,282 (5) | 144,521 | | | | | 3/1/2024 | 3/1/2025 | 10,040 (5) | 175,198 | | | | | 3/1/2024 | 3/1/2027 | | | 10,040 (7) | 175,198 |

  38. Outstanding Equity Awards at 2024 Year-End

    (1) Represents the market value of the shares underlying each of the outstanding equity awards, based on the closing price of our Class A common stock on the New York Stock Exchange on the last trading day of fiscal year 2024, December 31, 2024, which was $17.45. (2) The RSUs vest in four substantially equal installments on the first, second, third and fourth anniversary of the grant date, subject to the NEO's continued employment with us on each vesting date. Awards are subject to certain acceleration of vesting provisions as defined in the respective RSU agreement/severance plan.

  39. Outstanding Equity Awards at 2024 Year-End

    | PROXY STATEMENT | 75 |

  40. Outstanding Equity Awards at 2024 Year-End

    (3) The PSUs are eligible to vest based on the achievement of certain performance goals over a three-year performance period from January 1, 2022 through December 31, 2024 as described above under the heading "Long Term Compensation - PSUs". The actual amount earned and vested will be determined in 2025 based on the actual achievement of the performance goals, subject to the NEO's continued employment with us on the vesting date. The number reported represents the target number of PSUs. Actual achievement rate of the performance goals is 93.85% of target (179,102 shares for Mr. Logan and 35,820 shares for Mr. Schopfer). Awards are subject to certain acceleration of vesting provisions as defined in the respective PSU agreement/severance plan. (4) The PSUs are eligible to vest based on the achievement of certain performance goals relating to relative TSR and adjusted organic revenue growth (weighted equally at 50%) over a three-year performance period from April 1, 2022 through March 31, 2025. The actual amount earned and vested will be determined in 2025 based on the actual achievement of the performance goals, subject to the NEO's continued employment with us on the vesting date. The number reported represents the target number of PSUs. (5) The RSUs vest in three substantially equal installments on the first, second, and third anniversary of the grant date, subject to the NEOs continued employment with us on each vesting date. Awards are subject to certain acceleration of vesting provisions as defined in the respective RSU agreement/severance plan. (6) The PSUs are eligible to vest based on the achievement of certain performance goals relating to relative TSR achievement and adjusted organic revenue growth (weighted equally at 50%) over a three-year performance period from January 1, 2023 through December 31, 2025. The actual amount earned will be determined in 2026 based on the actual achievement of the performance goals, subject to the NEO's continued employment with us on the vesting date. The number represents the target number of PSUs. Awards are subject to certain acceleration of vesting provisions as defined in the respective PSU agreement/severance plan. (7) The PSUs are eligible to vest based on the achievement of certain performance goals over a three-year performance period from January 1, 2024 through December 31, 2026, as described above under the heading "Long Term Compensation - PSUs-2024 PSUs". The actual amount earned and vested will be determined in 2027 based on the actual achievement of the performance goals, subject to the NEO's continued employment with us on the vesting date. Awards are subject to certain acceleration of vesting provisions as defined in the respective PSU agreement/severance plan. The number represents the target number of PSUs.

  41. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth the number of shares and the value realized upon the vesting of RSUs, PSUs and Membership Interests during 2024 by each of our NEOs.

  42. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Thomas Logan | 3,425,669(2) | 58,336,033 | | Brian Schopfer | 752,169(2) | 12,780,847 | | Loic Eloy | 16,618 | 188,947 | | Emmanuelle Lee | 30,784 | 430,283 | | Alison Ulrich | 8,657 | 101,035 |

  43. Option Exercises and Stock Vested in 2024

    (1) The value realized on vesting is based on the closing price per share of our common stock on the vesting date, multiplied by the number of RSUs and PSUs that vested. (2) Includes "Membership Interests" that vested in 2024 (3,200,000 shares for Mr. Logan and 700,000 shares for Mr. Schopfer). Membership Interests are described in the "Long-Term Incentive Equity" section.

  44. Option Exercises and Stock Vested in 2024

    | PROXY STATEMENT | 76 |

  45. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024 The following table shows the contributions, earnings, distributions and year-end account values for the NEOs under the plan for the year ended December 31, 2024:

  46. Nonqualified Deferred Compensation in 2024

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Thomas Logan | | | $570,324 | | $3,988,141 | | Brian Schopfer | | | | | | | Loic Eloy | | | | | | | Emmanuelle Lee | $64,110 | | $5,352 | | $69,462 | | Alison Ulrich | — | — | — | — | — |

  47. Nonqualified Deferred Compensation in 2024

    (1) These amounts are included in the “Salary” column of the Summary Compensation Table. (2) This includes aggregate earnings and dividends for the period beginning January 1, 2024 and ending on December 31, 2024. In 2024, no above-market or preferential interest rate options were available on notional investments in the Deferred Compensation Plan. Please refer to the "Other Elements of Compensation - Nonqualified Deferred Compensation Plan" section for further information regarding the material terms of the Deferred Compensation Plan.

  48. 2024 Pension Benefits

    2024 Pension Benefits Mr. Eloy receives contributions for the benefit of his accounts with certain French social security and pension schemes. Such benefits will allow Mr. Eloy to retire starting at age 62 (French pension reform may change this to 64) and collect a supplemental retirement benefit in addition to social security according to formulas varying with the circumstances of his retirement but taking into account his age at retirement, the number of quarters of employment he worked during his entire life and the value of his and his employers' contributions to the plan up to the date of retirement. In 2024, the French Subsidiary made contributions to such benefits in the amount of $53,076 (€51,034). Mr. Eloy did not receive any distribution under such plans in fiscal year 2024.

  49. 2024 Pension Benefits

    | PROXY STATEMENT | 77 |

  50. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below sets forth the amounts of the payments and benefits that each NEO would have been entitled to receive upon a qualifying termination of employment by the Company and/or the occurrence of a change in control, in each case assuming the relevant event occurred on December 31, 2024 (and based on the arrangements described above in the "Employment Arrangements").

  51. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Termination Without Cause or Resignation for Good Reason Other than in Connection with a Change in Control | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | Death or Disability | Retirement | | Thomas Logan | Cash Severance | $2,705,248(1) | $4,625,248(2) | $1,105,248(3) | | | | Accelerated Vesting of Equity Awards(4)(5) | $10,125,205 | $19,948,840 | $19,948,840 | $14,938,107 | | | Payout under Deferred Compensation Plan(6) | $3,987,387 | $3,987,387 | $3,987,387 | $3,987,387 | | | Health Benefits(7) | $40,897 | $40,897 | $27,265 | | | | Total | $16,858,737 | $28,602,372 | $25,068,740 | $18,925,494 | | Brian Schopfer | Cash Severance | $1,409,139(1) | $1,747,139(2) | $889,139(3) | | | | Accelerated Vesting of Equity Awards(4)(5) | $2,188,370 | $5,158,499 | $5,158,499 | $2,188,370 | | | Health Benefits(7) | $8,242 | $8,242 | $— | $— | | | Total | $3,605,751 | $6,913,880 | $6,047,638 | $2,188,370 | | Loic Eloy | Cash Severance | $1,009,860(8) | $1,009,860(8) | $283,189(9) | $194,292(10) | | | Accelerated Vesting of Equity Awards(4)(5) | | | $1,516,073 | | | | Health Benefits(7) | | | | | | | Total | $1,009,860 | $1,009,860 | $1,799,262 | $151,297 | | Emmanuelle Lee | Cash Severance | $677,530(1) | $892,530(2) | $247,530(3) | | | | Accelerated Vesting of Equity Awards(4)(5) | $416,689 | $1,227,573 | $1,227,573 | $416,689 | | | Payout under Deferred Compensation Plan(6) | $69,462 | $69,462 | $69,462 | $69,462 | | | Health Benefits(7) | $19 | $19 | | | | | Total | $1,163,700 | $2,189,584 | $1,544,565 | $486,151 | | Alison Ulrich | Cash Severance | $349,586(1) | $430,836(2) | | | | | Accelerated Vesting of Equity Awards(4)(5) | $202,734 | $573,773 | $573,773 | $202,734 | | | Health Benefits(7) | $8,256 | $8,256 | $— | $— | | | Total | $560,576 | $1,012,865 | $573,773 | $202,734 |

  52. Potential Payments upon Termination or Change in Control

    (1) Cash severance upon termination without Cause or for Good Reason other than in connection with a change in control includes (i) Base salary continuation for 24 months (12 months in the case of Mr. Schopfer and Ms. Lee, 6 months in the case of Ms. Ulrich), and (ii) a pro-rata portion of the annual incentive bonus for the fiscal year in which the termination occurs. In addition, the amount reported also includes a portion of the retention bonus paid to Mr. Schopfer on October 7, 2022 (the “Schopfer Retention Bonus”) that is not required to be repaid by Mr. Schopfer upon such termination of employment. (2) Cash severance upon termination without Cause or for Good Reason in connection with a change in control includes (i) 200% of the sum of base salary and target bonus (100% of the sum of base salary and target bonus in the case of Mr. Schopfer and Ms. Lee and 50% of the sum of base salary and target bonus in the case of Ms. Ulrich), and (ii) a pro-rata portion of the annual incentive bonus for the fiscal year in

  53. Potential Payments upon Termination or Change in Control

    | PROXY STATEMENT | 78 |

  54. Potential Payments upon Termination or Change in Control

    which the termination occurs. In addition, the amount reported for Mr. Schopfer also includes the amount of the Schopfer Retention Bonus that is not required to be repaid by Mr. Schopfer upon such termination of employment. (3) Cash severance upon death or disability includes a pro-rata portion of the annual incentive bonus for the fiscal year in which the termination occurs. For Mr. Schopfer, the amount reported also includes the amount of the Schopfer Retention Bonus that is not required to be repaid by Mr. Schopfer upon such termination of employment. (4) Acceleration of vesting of equity was calculated based on the market value of the shares underlying each of the outstanding equity awards, based on the closing price of our Class A common stock on the New York Stock Exchange on the last trading day of fiscal year 2024, December 31, 2024, which was $17.45. (5) Amount reflects the vesting of RSUs and PSUs as follows:

  55. Potential Payments upon Termination or Change in Control

    | Award Type | Termination Without Cause or Resignation for Good Reason Other than in Connection with a Change in Control | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | Death or Disability | Retirement | | RSUs | 12 months of acceleration of vesting for Mr. Logan and 6 months of acceleration of vesting for all other NEOs except Mr. Eloy. Mr. Eloy's employment agreement is governed by French Law and does not reference Termination Without Cause nor Resignation for Good Reason or address RSUs. | For all NEOs except Mr. Eloy, full acceleration of vesting, except Mr. Eloy. Mr. Eloy's RSUs are governed by a French-Qualified Subplan (the French "Subplan") which provides that in the event of a Change in Control unvested RSUs are forfeited unless otherwise treated in accordance with Section 12(c)(i) or (ii) of the Subplan as determined by the Compensation Committee in its sole discretion. | For all NEOs, full acceleration of vesting (for Mr. Eloy, only upon death) | 24 months of acceleration of vesting for Mr. Logan. 6 months of acceleration of vesting for all other NEOs except Mr. Eloy. | | PSUs | For Mr. Logan, only the PSUs granted in 2022 and 2023 will vest, based on actual performance through the applicable performance periods. Since the achievement of the applicable performance metrics for such performance periods are not determinable as of December 31, 2024, the value represents the target number of all PSUs. For all other NEOs, except Mr. Eloy, only the PSUs granted in 2022 will vest, based on actual performance through the applicable performance period. Since the achievement of the applicable performance metrics for such performance period is not determinable as of December 31, 2024, the value represents the target number of 2022 PSUs. | For all NEOs except Mr. Eloy, full acceleration of vesting. For Mr. Eloy, same treatment as RSUs above. | For all NEOs, all PSUs fully vest at target (for Mr. Eloy, only upon death) | For Mr. Logan, all PSUs will vest, based on actual performance through the applicable performance periods. Since the achievement of the applicable performance metrics for such performance periods are period determinable as of December 31, 2024, the value represents the target number of all PSUs. For all other NEOs except Mr. Eloy, only the PSUs granted in 2022 will vest, based on actual performance through the applicable performance period. Since the achievement of the applicable performance metrics for such performance period is not determinable as of December 31, 2024, the value represents the target number of 2022 PSUs. |

  56. Potential Payments upon Termination or Change in Control

    (6) Represents the amount that Mr. Logan and Ms. Lee are entitled to receive as a distribution under the Deferred Compensation Plan. (7) Payment of the COBRA health insurance premiums by the Company to Mr. Logan and Mr. Logan's dependents for up to 18 months (12 months for death/disability), and to Mr. Schopfer and Ms. Lee for up to 12 months, and Ms. Ulrich and Ms. Ulrich's dependents for up to 6 months following the termination date. (8) Mr. Eloy's cash severance was calculated as follows: annual base salary equal to 12 times his average monthly salary (based on the last 12 months prior to termination) in the amount of $533,380 (€512,866), a special indemnity for a PTO plan he lost eligibility for in 2017 in the amount of $16,499 (€15,864), and Notice Period Pay equal to 3 times his average monthly salary (based on the last 12 months prior to termination) in the amount of $133,345 (€128,216), and statutory and collective termination indemnities in accordance with French Labor Law in the amount of $326,636 (€314,073). Mr. Eloy could be entitled to receive other amounts under applicable law and the National Collective Agreement for Engineers and Executives for the Metallurgy Sector, a French collective bargaining agreement, that will vary in accordance with the circumstances of Mr. Eloy's termination and his claims at that time and are not determinable as of December 31, 2024.

  57. Potential Payments upon Termination or Change in Control

    | PROXY STATEMENT | 79 |

  58. Potential Payments upon Termination or Change in Control

    (9) Mr. Eloy's cash severance was calculated as follows: 6 months of his average monthly salary (based on the last 12 months prior to disability) in the amount of $266,690 (€256,433) and a special indemnity for a PTO plan he lost eligibility for in 2017 in the amount of $16,499 (€15,864). (10) Upon Mr. Eloy's retirement, if he is still employed by the French Subsidiary, Mr. Eloy will be entitled to a bonus retirement cash payment from the French Subsidiary in an amount equal to 4 times his average monthly salary (based on the last 12 months prior to retirement), pursuant to the National Collective Agreement for Engineers and Executive for the Metallurgy Sector, equivalent amount is $177,793 (€170,955). In addition, Mr. Eloy will receive a special indemnity for a PTO plan he lost eligibility for in 2017 in the amount of $16,499 (€15,864).

  59. Potential Payments upon Termination or Change in Control

    | PROXY STATEMENT | 80 |

  60. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and its NEOs pay. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis”. The table below presents information on the compensation of our chief executive officer (principal executive officer or “PEO”) and our other NEOs in comparison to certain performance metrics for the covered fiscal years. Net Income (Loss) is not a metric that the Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the table. Note, the Summary Compensation Table Total values for the fiscal period from July 1, 2020 - June 30, 2021 and CAP values for all fiscal periods for both our chief executive officer and other NEOs as reported in the table below are driven by the issuance of membership interests made by the Sponsor in connection with the Business Combination which vest dependent upon the achievement of specified share price conditions. The membership interests achieved their respective stock price conditions and subsequently fully vested in 2024.

  61. Pay Versus Performance

    | Tabular Pay vs. Performance Disclosures | | | | | | | | | | | | | | | Value of Fixed $100 Investment Based On: | | | | | Fiscal Period | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid for PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid for Non-PEO NEOs (4) | Mirion Technologies Total Shareholder Return (5) | Russell 2000 Index Total Shareholder Return (6) | Net Income (Loss) (7) | Adjusted EBITDA (7)(8) | | Fiscal Year 2024 | $5,830,816 | $53,333,639 | $1,302,782 | $4,457,847 | $175 | $203 | $(35,500,000) | $203,600,000 | | Fiscal Year 2023 | $4,883,922 | $18,137,940 | $1,238,261 | $2,020,458 | $103 | $143 | $(96,900,000) | $180,700,000 | | Fiscal Year 2022 | $4,075,099 | $(12,917,132) | $921,514 | $(55,742) | $66 | $121 | $(288,400,000) | $164,700,000 | | Partial Fiscal Year 2021 | $6,882,576 | $13,399,948 | $1,114,587 | $1,825,348 | $105 | $140 | Successor - $(23,000,000) Predecessor - $(152,400,000) | Successor - $44,500,000 Predecessor - $62,100,000 | | Fiscal Year 2021 | $20,622,413 | $20,622,413 | $2,684,014 | $2,684,014 | $105 | $137 | Predecessor - $(158,400,000) | Predecessor - $152,200,000 |

  62. Pay Versus Performance

    | PROXY STATEMENT | 81 |

  63. Pay Versus Performance

    | PROXY STATEMENT | 82 |

  64. Pay Versus Performance

    | (1) Mr. Logan was our PEO for all years shown. The amounts reported are the amounts of total compensation reported for our PEO for each corresponding year in the "Total" column of the Summary Compensation Table in each applicable year. | | (2) The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. In accordance with Item 402(v) of Regulation S-K, below are the adjustments made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table for each year to arrive at compensation actually paid to our PEO during each year shown: |

  65. Pay Versus Performance

    | PEO "CAP" Calculation Detail | | | | | | | | Fiscal Period | | | | | | Compensation Element | Fiscal Year 2021 | Partial Fiscal Year 2021 | Fiscal Year 2022 | Fiscal Year 2023 | Fiscal Year 2024 | | Summary Compensation Table (SCT) Reported Total Compensation | $20,622,413 | $6,882,576 | $4,075,099 | $4,883,922 | $5,830,816 | | Aggregate SCT Reported Equity Compensation (-) | (19,240,000) | (5,509,532) | (2,901,854) | (3,016,939) | (3,899,987) | | (i) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 19,240,000 | 5,730,904 | 2,290,703 | 4,643,369 | 6,993,272 | | (ii) Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | — | 6,296,000 | (16,021,350) | 11,113,865 | 6,608,003 | | (iii) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | — | — | — | — | | (iv) Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | — | — | (359,730) | 513,723 | 37,801,535 | | (v) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | — | | (vi) Value of Dividends Paid not Otherwise Reflected in Fair Value Determination or Total Compensation (+) | — | — | — | — | — | | "Compensation Actually Paid" Determination | $20,622,413 | $13,399,948 | $(12,917,132) | $18,137,940 | $53,333,639 |

  66. Pay Versus Performance

    | PROXY STATEMENT | 83 |

  67. Pay Versus Performance

    | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. | | (3) The amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our PEO), in the “Total” column of the Summary Compensation Table in each applicable year. For Fiscal Year 2021 and Partial Fiscal Year 2021, the Company's non-PEO NEOs were Brian Schopfer and Michael Freed. For Fiscal Year 2022, the Company's non-PEO NEOs were Brian Schopfer, Michael Freed, Loic Eloy and Michael Rossi. For Fiscal Year 2023, the Company's non-PEO NEOs were Brian Schopfer, Loic Eloy and Michael Rossi. For Fiscal Year 2024, the Company's non-PEO NEOs were Brian Schopfer, Loic Eloy, Emmanuelle Lee, and Alison Ulrich. | | (4) The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2: |

  68. Pay Versus Performance

    | Average Non-PEO NEOs "CAP" Calculation Detail | | | | | | | | Fiscal Period | | | | | | Compensation Element | Fiscal Year 2021 | Partial Fiscal Year 2021 | Fiscal Year 2022 | Fiscal Year 2023 | Fiscal Year 2024 | | Summary Compensation Table (SCT) Reported Total Compensation | $2,684,014 | $1,114,587 | $921,514 | $1,238,261 | $1,302,782 | | Aggregate SCT Reported Equity Compensation (-) | (2,104,375) | (550,946) | (454,065) | (505,565) | (524,992) | | (i) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 2,104,375 | 573,082 | 362,012 | 472,866 | 937,789 | | (ii) Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | — | 688,625 | (867,217) | 771,458 | 652,089 | | (iii) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | — | — | — | — | | (iv) Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | — | — | (17,986) | 43,438 | 2,090,179 | | (v) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | — | | (vi) Value of Dividends Paid not Otherwise Reflected in Fair Value Determination or Total Compensation (+) | — | — | — | — | — | | "Compensation Actually Paid" Determination | $2,684,014 | $1,825,348 | $(55,742) | $2,020,458 | $4,457,847 |

  69. Pay Versus Performance

    | PROXY STATEMENT | 84 |

  70. Pay Versus Performance

    | The equity award adjustments for each fiscal year include the amounts noted in footnote 2. | | (5) TSR for the Company is calculated based on an assumed $100 investment as of 8/20/2020, the first trading day within the July 1, 2020 - June 30, 2021 fiscal period, and the reinvestment of any issued dividends. | | (6) Represents the weighted peer group TSR. The peer group used for this purpose is the Russell 2000 Industrials Index. The peer group TSR calculated for the Russell 2000 Industrials Index is based on an assumed $100 investment as of 8/20/2020, the first trading day within the July 1, 2020 - June 30, 2021 fiscal period, and the reinvestment of any issued dividends. The Russell 2000 Industrials Index is utilized to help determine executive pay as Company TSR relative to the Russell 2000 Industrials Index is the basis, in part, by which executive performance awards are earned. | | (7) The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable fiscal year. The amount of net income reported for the fiscal period from July 1, 2020 through December 31, 2021 reflects the net income relating to the Predecessor for July 1, 2021 through October 19, 2021 and the net income relating to the Successor for October 20, 2021 through December 31, 2021. | | (8) The Company Selected Measure is Adjusted EBITDA. While we consider numerous financial and non-financial performance measures for the purpose of evaluating and determining executive compensation, we consider Adjusted EBITDA, which is one of the measures used to determine annual cash incentive compensation and PSU payout for our NEOs, to be the most important performance measure used by to link compensation actually paid to the NEOs for fiscal year 2024 to Company performance. For a reconciliation of Adjusted EBITDA to net income, (loss), please see the reconciliation below under “Tabular List of Performance Measures.” Adjusted EBITDA used for our compensation programs differs from reported adjusted EBITDA due to adjustments to remove impacts of current year acquisitions and setting foreign exchange impacts at the targeted exchange rates. |

  71. Pay Versus Performance

    Description of the Relationship Between Compensation Actually Paid and Performance Metrics The Company’s Compensation Committee reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance, not all of which are presented in the Pay versus Performance table above. To promote strong pay-for-performance orientation when setting executive pay levels, the Compensation Committee considers the Company's absolute and relative TSR, short- and long-term business outlook, including net income and Adjusted EBITDA, and the broader market environment. Moreover, the Company calculates compensation to the PEO and other NEOs on a basis different than the amount reported in the Summary Compensation Table and CAP presented in the Pay Versus Performance table, as calculated in accordance with Item 402(v) of Regulation S-K, is not considered by the Board and the Compensation Committee in evaluating or determining executive compensation. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between compensation actually paid and the financial performance metrics presented in the Pay versus Performance table. We note, however, that since the five reported periods vary in length, CAP and Company performance may not be immediately comparable on a period-by-period basis. That said, we believe the Pay Versus Performance table shows the alignment between CAP to the NEOs and the Company's performance, consistent with our compensation philosophy as described in our CD&A. Specifically, CAP for the Company's PEO increased from $18,137,940 in Fiscal Year 2023 to $53,333,639 in the most recently completed fiscal period disclosed, and similarly increased for the Company’s average non-PEO NEO from $2,020,457 to $4,457,847 over the same comparable fiscal periods. In line with such increase, and because the Russell 2000 Industrials Index is utilized to help determine executive pay, both the Company TSR and Russell 2000 Industrials Index TSR increased from the last fiscal period disclosed to the most recently completed fiscal period. Further, Adjusted EBITDA, the primary measure used by the Committee to link pay and performance, increased from $180,700,000 in Fiscal Year 2023 to $203,600,000 in the most recently completed fiscal period. Finally, our net loss decreased from $96,900,000 to $35,500,000 in the most recently completed fiscal period.

  72. Pay Versus Performance

    | PROXY STATEMENT | 85 |

  73. Pay Versus Performance

    | PROXY STATEMENT | 86 |