Mirion Technologies (MIR) Proxy filing summary

Executive summary

• Achieved record $1+ billion in orders for 2025, a 26% increase over 2024, with double-digit organic revenue growth in Nuclear Power and Nuclear Medicine end-markets.

• Acquired Certrec and Paragon Energy Solutions in 2025, increasing nuclear power exposure; pro-forma commercial nuclear power revenue now 47% of total, up from 37%.

• 2025 revenue reached $925.4 million (up 7.5%), net income $29.8 million (vs. $36.6 million loss in 2024), and Adjusted EBITDA $227.9 million (up 11.9%).

• Annual meeting scheduled for May 13, 2026, with virtual participation and voting options.

Voting matters and shareholder proposals

• Proposals include election of eight directors for one-year terms, ratification of Deloitte & Touche LLP as auditor for 2026, and a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 16, 2026, are eligible to vote; each share of Class A and B common stock has one vote.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with deadlines in December 2026 and January 2027.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; all directors except the CEO meet NYSE independence standards.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Lead Independent Director role established; annual board self-assessment and regular executive sessions held.

• Board skills include public company leadership, M&A, finance, nuclear power, medical devices, cybersecurity, and compliance.

• Recent governance enhancements include expanded oversight of ERM, cybersecurity, government affairs, and sustainability.