MIRION TECHNOLOGIES INC CLASS A (MIR)
Sector: Information Technology
2026 Annual Meeting Analysis
MIRION TECHNOLOGIES INC CLASS A · Meeting: May 13, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
MIR's 3-year price return of +139.4% outperforms the company-disclosed peer group median by +112.5 percentage points, well below the 65-percentage-point threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns apply to this executive director.
Strong stock outperformance versus peers clears all TSR thresholds; Bockhorst serves as CEO of Badger Meter (one public CEO seat) and holds one outside board seat at Mirion, which is within the two-outside-board-seat limit for sitting CEOs, and attendance was at or above 75%.
No TSR underperformance trigger fires given MIR's strong peer outperformance; Cascella holds four public board seats (Mirion, Neuronetics, Celestica, Koru Medical), which reaches the four-seat overboarding threshold, however he is not a sitting CEO so the non-executive director limit of four seats applies — at exactly four seats this is at the boundary and warrants monitoring but does not automatically trigger a No vote under the policy.
No TSR underperformance concerns; Etzel has clear financial expertise as a former CFO and CFA charterholder, making him well-qualified to chair the Audit Committee, and all attendance and independence requirements are met.
MIR's peer-relative outperformance is far above the trigger threshold; Kingsley holds seats at Mirion, IDEXX Laboratories, and Polaris Industries — three public board seats as a non-executive director, which is within the four-seat limit, and no other flags apply.
No TSR underperformance trigger; Kuo has relevant legal, compliance, and life-sciences executive experience appropriate for this board, and no overboarding, attendance, or independence concerns are present.
No TSR underperformance trigger fires; Markopoulos brings relevant industrial and nuclear power operating experience, holds two public board seats (Mirion and White Cap), well within limits, and all attendance and independence requirements are met.
Rege joined in September 2022, meaning she has been on the board for approximately 3.5 years; the TSR trigger does not fire given MIR's strong outperformance versus peers, and her radiation oncology background is directly relevant to Mirion's medical business.
All eight directors receive a FOR vote. MIR's 3-year price return of +139.4% outperforms the company-disclosed peer group median (+26.9%) by approximately +112.5 percentage points, far exceeding the 65-percentage-point gap needed to trigger an against vote under the strong-positive TSR tier. No overboarding, attendance, independence, or qualification concerns rise to a No vote level for any nominee.
Say on Pay
✓ FORCEO
Thomas Logan
Total Comp
$7,035,470
Prior Support
94%%
CEO total compensation of approximately $7.0 million is reasonable for a $5.1 billion industrial company, and the pay mix is strongly performance-oriented — the proxy discloses that variable, at-risk pay constitutes 88% of the CEO's total compensation, well above the 50-60% minimum threshold. The incentive structure uses multi-year performance stock awards tied to adjusted EBITDA, free cash flow, and relative total shareholder return measured over a three-year period, which are meaningful long-term metrics, and the company's actual stock performance has been strong with a 3-year return of +139.4%. Prior-year shareholder support was 94%, indicating broad investor approval, and a clawback policy is in place.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
11 yrs
Audit Fees
$3,636,523
Non-Audit Fees
$661,208
Non-audit fees (tax fees of $661,208 plus audit-related fees of $5,685, totaling approximately $666,893) represent about 18% of total audit and audit-related fees ($3,636,523), well below the 50% threshold that would raise independence concerns; Deloitte has served since 2015 (approximately 11 years), comfortably below the 25-year tenure threshold; and Deloitte is a Big 4 firm appropriate for a company of Mirion's $5.1 billion market cap.
Actual Vote Results
Meeting held May 13, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Steven W. Etzel | 99.7% | 204.9M | 669,026 | ✓ Elected |
| Sheila Rege | 99.7% | 204.9M | 673,107 | ✓ Elected |
| Lawrence D. Kingsley | 97.8% | 201.1M | 4.5M | ✓ Elected |
| Jody A. Markopoulos | 97.5% | 200.4M | 5.2M | ✓ Elected |
| Kenneth C. Bockhorst | 97.3% | 200.1M | 5.5M | ✓ Elected |
| Thomas D. Logan | 97.3% | 200.0M | 5.7M | ✓ Elected |
| Robert A. Cascella | 96.5% | 198.4M | 7.2M | ✓ Elected |
| John W. Kuo | 90.9% | 187.0M | 18.6M | ✓ Elected |
Broker non-votes: 13.4M
Say on Pay
For 199.3M · Against 6.2M · Abstain 68,620
Auditor Ratification
For 217.5M · Against 1.5M · Abstain 71,244
Overall Assessment
Mirion's 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and Say on Pay — all of which receive a FOR vote determination. The company's exceptional 3-year stock performance (+139.4%, outperforming its peer group median by over 112 percentage points), a well-structured performance-based executive compensation program with 88% variable pay for the CEO, reasonable auditor fees with no independence concerns, and strong prior-year shareholder support (94% Say on Pay approval) leave no material policy flags on any proposal.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing