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8-K2026-04-13· grok-4-1-fast-non-reasoning

MIR · Mirion Technologies, Inc.

0001628280-26-024837

SEC filing

Summary

Mirion Technologies' Board approved a special one-time grant of 2,500,000 performance vesting stock options to CEO Thomas Logan on April 9, 2026, to incentivize long-term TSR outperformance.

Key takeaways

Full analysis

The Board approved this special one-time performance stock option award to Thomas Logan to recognize his critical role in driving future growth and to strongly align his incentives with shareholders over a five-year horizon encompassing performance measurement, vesting, and holding periods. Unlike the annual PSU program focused on financial metrics with TSR modifiers, this PSO requires absolute stock price appreciation for value realization and sets a high 60th percentile relative TSR threshold against the Russell 2000 Index (excluding financial services and insurance), ensuring payout only for significant sustained outperformance. The structure includes two equally weighted tranches measured at the third and fourth anniversaries, with vesting subject to continued service and a one-year hold, providing robust retention during a key period. Termination provisions offer pro-rata eligibility for the second tranche if service ends without cause between years three and four. The Compensation Committee emphasized this as an upside opportunity beyond regular incentives, with 100% of Logan's long-term equity now performance-conditioned on a mix of absolute and relative metrics. Non-cash accounting charges will impact future guidance, but the award is positioned as non-recurring absent extraordinary circumstances.