Alison Ulrich
Mirion TechnologiesAbout Alison Ulrich
Alison Ulrich is Chief Human Resources Officer (CHRO) at Mirion Technologies, appointed in April 2022 after serving as Global HR Director; she joined Mirion in 2004 and previously was Director of Human Resources at Inovis from 1999 to 2003 . She holds a B.A. in Environmental Analysis and Design from UC Irvine and professional HR certifications (PHR, SHRM-CP) . Company performance in 2024 included revenue of $860.8M (+7.5% YoY), Adjusted EBITDA of $203.6M (+12.7% YoY), and Adjusted Organic Revenue Growth of 6.6%; the enterprise STIP metrics paid at 115.13%, and Mirion’s TSR index value rose to 175 on the SEC pay-versus-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mirion Technologies, Inc. | Global HR Director | Not disclosed | Built and managed global HR function, led global HR initiatives and employee experience programs . |
| Inovis (software engineering) | Director of Human Resources | 1999–2003 | Led HR for a software company prior to joining Mirion . |
External Roles
- No public company directorships or external board roles disclosed for Ulrich in the proxy .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $318,750 (prorated; annual rate $325,000 effective April 1, 2024) . |
| Target Bonus (% of Base) | 50% . |
| Target Bonus ($) | $162,500 . |
| Actual STIP Payout ($) | $187,086 (Level of Payout 115.13%) . |
Performance Compensation
FY 2024 Short-Term Incentive Plan (Enterprise Metrics for CHRO)
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Payout Level (%) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin (%) | 35% | 21.81% | 23.56% | 24.06% | 23.79% | 50.75% . |
| Adjusted Organic Revenue Growth (%) | 25% | 4.00% | 6.00% | 8.00% | 6.61% | 32.63% . |
| Adjusted Free Cash Flow ($M) | 40% | $64.00 | $80.00 | $96.00 | $73.40 | 31.75% . |
| Total Weighted Payout | — | — | — | — | — | 115.13% . |
2024 PSU Design (3-year performance period: Jan 1, 2024–Dec 31, 2026)
| Component | Weight | Minimum | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | $250 (50%) | $265 (100%) | $280 (200%) | Linear interpolation; capped at 200% . |
| Mgmt Adjusted Free Cash Flow (cumulative, $M) | 50% | $525 (50%) | $575 (100%) | $625 (200%) | Linear interpolation; capped at 200% . |
| Relative TSR Modifier | ±10% | <30th pct (−10%) | 55th pct (0%) | ≥80th pct (+10%) | vs Russell 2000 Industrials . |
FY 2024 Equity Grants
| Grant Type | Grant Date | Units Granted (#) | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| RSU | 3/1/2024 | 10,040 | $99,998 | Vests 3 equal annual installments (start 3/1/2025) . |
| PSU (target) | 3/1/2024 | 10,040 | $99,998 | Earns/vests based on 2024–2026 performance + TSR modifier . |
2022 PSU Outcome
| Metric | Payout (% of Target) | Shares Earned |
|---|---|---|
| Relative TSR & Organic Revenue Growth (equal weight) | 93.85% | Not disclosed for Ulrich (table provided for CEO/CFO only) . |
Equity Ownership & Alignment
Beneficial Ownership (as of record date March 17, 2025)
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Alison Ulrich | 19,140 | * (less than 1%) | — | — | Includes 10,868 owned + 8,272 RSUs expected to vest within 60 days . |
Outstanding Equity Awards (12/31/2024, closing price $17.45)
| Award | Grant Date | Not Vested (#) | Market Value ($) |
|---|---|---|---|
| RSU | 12/27/2021 | 388 | $6,771 . |
| RSU | 4/1/2022 | 4,131 | $72,086 . |
| RSU | 3/29/2023 | 8,282 | $144,521 . |
| RSU | 3/1/2024 | 10,040 | $175,198 . |
| PSU (target) | 3/1/2024 | 10,040 | $175,198 (payout subject to performance) . |
- Stock Ownership Policy: Minimums include Section 16 Officers at 3x base salary and “Other Executive Leadership Members” at 1x; all participants are currently in compliance .
- Hedging/Pledging: Prohibited; as of the record date, there were no outstanding pledges by any Company officers or directors .
- Equity program governance: No stock options granted in FY 2024; equity grant timing policy instituted to avoid MNPI timing .
Employment Terms
Role, Agreements, and Covenants
- Ulrich has no individual employment agreement; effective April 1, 2024, she had base salary $325,000 and was eligible for a 50% target annual incentive, with allowances for financial planning and annual physical; restrictive covenants include 12-month non-solicit/interference, perpetual confidentiality, and IP assignment .
Executive Severance Plan (Participant)
| Scenario | Cash Severance | Bonus | Healthcare (COBRA) | Equity Vesting | Notes |
|---|---|---|---|---|---|
| Qualifying Termination (outside CIC) – plan terms at 12/31/2024 | 6 months base salary | Prorated current-year bonus | Up to 6 months | 6 months RSU acceleration; PSUs accelerated only if performance period ends within 6 months | Requires release; restrictive covenants continue . |
| Qualifying Termination (within CIC period) | 50% of target annual bonus (additional cash) | Prorated current-year bonus | Up to 6 months | Full accelerated vesting (PSUs at target) if awards assumed in the transaction | Double-trigger structure (termination within 12 months following CIC) . |
| Amendment (Feb 2025) | Increased severance to 1.0x base (from 0.5x) | — | COBRA extended up to 12 months | — | Approved by Compensation Committee . |
- Potential payments table (as of 12/31/2024) shows, for Ulrich: cash severance $349,586 (reflecting 0.5x base and prorated bonus at that time), total change-in-control scenario $1,012,865 (including accelerated equity and COBRA) .
Equity Award Acceleration Provisions (award agreements)
- Without Cause/Good Reason (non-CIC): RSUs accelerate if scheduled within 6 months; PSUs accelerate if performance period ends within 6 months (at greater of target or actual) .
- With CIC + termination (double trigger): Full acceleration of RSUs and PSUs at greater of target or actual (Ulrich) .
- Death/Disability: Full acceleration of RSUs and PSUs at target (Ulrich) .
Performance & Track Record
| Company Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($M) | 800.9 | 860.8 (7.5% YoY) . |
| Adjusted EBITDA ($M) | 180.7 | 203.6 (12.7% YoY) . |
| Adjusted Organic Revenue Growth (%) | 9.3 | 6.6 . |
| Adjusted Free Cash Flow ($M) | 73.6 | 73.4 . |
| TSR Index (from $100 base) | 103 | 175 . |
- FY 2024 enterprise STIP paid at 115.13% based on EBITDA margin, organic growth, and FCF targets .
- Nuclear & Safety Group metrics and payouts pertain to the Group President; Ulrich’s metrics were enterprise-level .
Compensation Committee Analysis & Governance
- Compensation Committee members: Cascella (Chair), Etzel, Kingsley, Kuo, Rege; all independent .
- Consultant: WTW engaged by the Committee; consulting fees for executive & director comp ~$165,506 in 2024; separate insurance services ~$298,906; Committee assessed independence .
- Peer Group: Set in 2023 (e.g., Graco, Haemonetics, Merit Medical, Nordson, Badger Meter, etc.); adjusted in Aug 2024 (added Atricure, Lantheus; removed B&W, Integer) for 2025 comp decisions .
- Say-on-Pay: 93% approval at 2024 annual meeting .
- Clawback Policy: Amended in 2023–2024; recovers performance-based awards upon “Big R” or “Little r” restatements for prior three fiscal years .
- Hedging/Pledging prohibition and Stock Ownership Policy multiples; all participants compliant .
- Equity grant timing and no option grants in FY 2024 .
Vesting Schedules and Insider Selling Pressure
- RSUs: 2024 grant vests 3/1/2025, 3/1/2026, 3/1/2027 (equal tranches) .
- PSUs: 2024 grant performance period 1/1/2024–12/31/2026; certification and vesting in 2027 subject to metrics .
- September 2025 Public Offering Lock-Up: Named executives (including Alison Ulrich) subject to lock-up with permitted transfers (e.g., tax-withholding net share settlements, limited open-market sales up to $3M aggregate for all directors/executives to cover taxes, and trades under pre-established Rule 10b5-1 plans) during the lock-up period; company lock-up lasted 45 days from the prospectus date .
- Implication: Near-term selling is constrained but tax-driven or plan-based sales could occur within permitted windows; monitor Form 4 filings for transactions and any 10b5-1 disclosures .
Equity Ownership & Alignment Details
| Policy / Practice | Detail |
|---|---|
| Ownership Guidelines | Section 16 Officers 3x base; others 1x; 5x annual retainer for directors; all participants compliant . |
| Clawback | Applies to performance-based awards upon restatement; 3-year recovery window . |
| Hedging/Pledging | Prohibited; no pledges outstanding . |
| Say-on-Pay | 93% approval (2024) . |
Employment Terms Summary
| Item | Disclosure |
|---|---|
| No individual employment agreement | CHRO compensation and covenants defined via company programs and agreements; no standalone employment contract . |
| Severance outside CIC (12/31/2024) | 6 months base, prorated bonus, up to 6 months COBRA; RSUs 6-month acceleration; PSUs limited acceleration . |
| Severance in CIC | 50% of target bonus, prorated bonus, up to 6 months COBRA; full equity acceleration (PSUs at target) following assumption; double trigger within 12 months . |
| Feb 2025 Amendment | Severance increased to 1.0x base; COBRA up to 12 months . |
| Covenants | 12-month non-solicit/interference; perpetual confidentiality; IP assignment . |
Investment Implications
- Alignment: High equity mix (RSUs/PSUs) with multi-year performance metrics and a TSR modifier supports pay-for-performance and long-term retention; clawback, ownership guidelines, and hedging/pledging bans strengthen governance alignment .
- Retention risk: No personal employment agreement but participation in the Executive Severance Plan (amended to 1.0x base in Feb 2025) plus double-trigger CIC equity acceleration reduces voluntary departure risk; monitor severance plan changes and equity vesting cadence (2025–2027) .
- Trading signals: Near-term insider selling pressure is limited by the 2025 offering lock-up, though tax-withholding and 10b5-1 plan sales are permitted; watch Form 4s around RSU vest dates (March each year) and PSU certification events (2027) .
- Performance link: 2024 STIP paid at 115.13% on enterprise metrics, with company revenue/EBITDA growth and improved TSR; continued strong execution against PSU metrics (Adjusted EBITDA, FCF) will drive realized equity value .