Mirion Technologies Grants Substantial Performance Stock Option Award to CEO Thomas D. Logan

Key Highlights from the 8-K Filing

• Recipient: Thomas D. Logan, CEO of Mirion Technologies, Inc.
• Date of Grant: April 9, 2026
• Number of Options: 2,500,000 Performance Stock Options (“Target Options”), with potential to receive up to 3,750,000 shares (“Maximum Options”)
• Exercise Price: \$20.14 per share
• Vesting and Performance Conditions: Payout based on relative Total Shareholder Return (TSR) compared to the Russell 2000 (excluding financial institutions and insurance companies)
• Potential Impact: Shareholder value and dilution, executive incentives tightly aligned with long-term share performance

Detailed Analysis

Structure and Terms of the Award

Mirion Technologies, Inc. announced the granting of a significant Performance Stock Option Award to its CEO, Thomas D. Logan. The award covers 2,500,000 options initially, referred to as “Target Options.” Depending on the company’s performance, Mr. Logan could ultimately earn up to 3,750,000 shares, representing 150% of the target, should maximum performance metrics be met.

The Performance Stock Options are divided into two equal tranches:

• Tranche I: 50% of the total options, with a performance measurement date on the third anniversary of the grant.
• Tranche II: 50% of the total options, with a performance measurement date on the fourth anniversary of the grant.

The exercise price of \$20.14 per share is set at grant. The options vest and become exercisable only upon the achievement of specific TSR performance goals relative to the Russell 2000 peer group (excluding financials and insurers). The TSR calculation is based on the average closing price in the 60 trading days prior to the start and end of the performance period, with dividends accrued in cash.

Performance Metrics and Payout Schedule

The number of options earned is contingent upon Mirion’s relative TSR percentile ranking:

Achievement between these points is linearly interpolated. In no case will the payout exceed 150% of the Target Options.

The Committee will certify the performance result within 30 days after the performance period, based on calculations by a designated third-party.

Change in Control Provisions

If a Change in Control (CIC) occurs before options are fully earned:

• Performance is measured as of the CIC Closing Price (average over 60 trading days before the CIC Date).
• Options remain subject to their original vesting schedules unless Mr. Logan is terminated without cause or resigns for good reason within 24 months post-CIC. In such case, all earned options immediately vest in full.

These provisions are designed to align executive and shareholder interests in a potential sale or major transaction scenario and may be considered price sensitive.

Termination and Forfeiture Conditions

• If Mr. Logan’s service ends for cause, all options (vested or unvested) are forfeited immediately.
• If he leaves for any reason other than cause before the first tranche measurement date, all options are forfeited.
• If termination occurs after the first but before the second tranche date, he may earn a pro-rata portion of the second tranche, depending on actual performance.

Other Key Provisions

• Shares received upon exercise may not be sold or otherwise transferred for one year after vesting, except to pay withholding taxes.
• The award contains standard clawback provisions, allowing the company to recover shares or proceeds in the event of misconduct or as required by law or exchange rules.
• The options are non-qualified for tax purposes and are not transferable (except by will or law).

Potential Market Impact and Shareholder Considerations

This award is highly material as it:

• Represents a potentially significant increase in Mirion’s total shares outstanding (up to 3,750,000 shares, subject to performance), which could have a dilutive effect if fully vested and exercised.
• Aligns executive compensation closely with shareholder value creation, given the focus on relative TSR and market outperformance.
• May influence share price depending on market perception of the achievability of the performance targets and the company’s peer-relative performance.
• Includes robust change in control protections, potentially making the company more attractive or less attractive in a takeover scenario depending on investor sentiment.

Conclusion

The performance stock option award to CEO Thomas D. Logan is a major long-term incentive with the potential to both motivate leadership and impact Mirion’s capital structure. Shareholders should monitor the company’s performance against the Russell 2000, the achievement of TSR targets, executive retention, and any signals regarding potential M&A activity or changes in control.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult their financial advisor before making investment decisions. The information is based on company filings as of April 2026 and may be subject to change.

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