Brian Schopfer - Chief Financial Officer | Mirion Technologies (MIR) Executive Profile & Compensation

About Brian Schopfer

Chief Financial Officer of Mirion Technologies (named CFO in May 2020). Originally joined Mirion in 2015 (SVP/EVP of Business Transformation), served as CFO North America at Omnimax in 2018, returned to Mirion in March 2019; prior roles at Dover: Director of FP&A (2013–2014) and CFO of Hillphoenix (2014–2015). Holds a B.S. in Finance and Marketing from the University of Pittsburgh . Company performance context: FY2024 revenue $860.9M (+7.5% YoY), Adjusted EBITDA $203.6M (+12.7% YoY), net loss $(36.6)M; compensation decisions for NEOs (including CFO) were set against these goals and outcomes .

Past Roles

Organization	Role	Years	Notes
Mirion Technologies	SVP/EVP Business Transformation	2015–2018	Executive leadership in transformation prior to CFO appointment .
Omnimax International	CFO, North America	2018	External finance leadership role before returning to Mirion .
Mirion Technologies	Returned (pre-CFO)	Mar 2019	Returned prior to CFO appointment .
Dover Corporation	Director, FP&A	2013–2014	Corporate FP&A leadership .
Hillphoenix (Dover unit)	CFO	2014–2015	Divisional CFO responsibilities .

Fixed Compensation

Metric	FY2022	FY2023	FY2024
Base Salary ($)	450,000	487,500	515,000
Target Bonus (% of Base)	50% (contract)	50% (contract)	65% (effective 4/1/2024)
Actual STIP Payout ($)	157,600	389,961	389,139
Discretionary/Retention Bonus ($)	—	250,000	250,000
Perquisites ($)	27,307	16,891	18,337

Additional fixed terms:

Base salary increased from $500,000 (2023) to $520,000 (effective April 1, 2024) .
Employment agreement provides $5,000 annual allowance for personal financial/tax advisory and up to $5,000 for executive physical; eligible for deferred comp plan but has not participated .

Performance Compensation

Annual Incentive Plan (STIP) – FY2024

Component	Target	Actual	Notes
STIP Cash Bonus	$338,000 (65% of $520k)	$389,139	Corporate goals set by Board; STIP metrics referenced in proxy, adjusted EBITDA definition aligned to STIP; individual modifier capped at +30% .

Long-Term Equity – Grants and Vesting

Award Type	Grant Date	Shares/Target (#)	Grant Date Fair Value ($)	Vesting/Performance Terms
RSU	3/1/2024	60,240	599,990	Vests in three equal annual installments on the 1st, 2nd, and 3rd anniversary of grant date, subject to continued employment; acceleration provisions apply per award agreements .
PSU (2024 cycle)	1/1/2024–12/31/2026	60,240 target	599,990 (probable)	Metrics: Adjusted EBITDA (50%) and Management Adjusted Free Cash Flow (50%); TSR modifier ±10%; payout range 50%–200% of target; linear interpolation; earned/vested in 2027 upon certification .
PSU (2023 cycle)	1/1/2023–12/31/2025	Target (noted in tables)	—	Metrics: Relative TSR (50%) and adjusted organic revenue growth (50%); earned/vested in 2026 .
PSU (2022 cycle A)	1/1/2022–12/31/2024	Target; actual achieved 93.85% of target	—	Earned 35,820 shares for Schopfer; certification and vesting in 2025, subject to continued employment .
PSU (2022 cycle B)	4/1/2022–3/31/2025	Target (noted)	—	Metrics: Relative TSR (50%) and adjusted organic revenue growth (50%); determination in 2025 .

Performance targets – 2024 PSU Adjusted EBITDA:

Metric ($M)	Minimum	Target	Maximum
Adjusted EBITDA	250 (50% payout)	265 (100% payout)	280 (200% payout)

Stock vested in 2024:

Name	Shares Acquired on Vesting (#)	Value Realized ($)
Brian Schopfer	752,169 (includes 700,000 “Membership/Profits Interests”)	12,780,847

Membership/Profits Interests (SPAC Sponsor awards):

Granted 700,000 interests in connection with Business Combination; time-vesting 50% at 2nd and 3rd anniversaries of closing (Oct 20, 2021); performance-vesting at VWAP $14 and $16 for 20 of 30 trading days within five years; fully vested and settled for Class A shares as of Dec 31, 2024; subject to acceleration/forfeiture conditions .

Equity Ownership & Alignment

As of Record Date	Class A Shares	Class B Shares	% of Class A	% of Class B	Notes
March 17, 2025	1,472,356	649,935	* (<1%)	10.2%	Composition note: includes 789,336 Class A owned outright and 33,085 Class A issuable pursuant to RSUs expected to vest/settle within 60 days .

Ownership policy and pledging:

Stock Ownership Policy minimums (amended Jan 1, 2025): CFO required holding is 4.5x base salary; participants have five years to achieve; all participants currently in compliance .
Hedging and pledging of Company securities prohibited; as of record date, no outstanding pledges by any officers or directors .

Upcoming vesting cadence indicators:

RSUs from 3/1/2024 grant vest in three equal annual installments; continued employment required; acceleration under certain terminations/CIC per award agreements .

Employment Terms

Term	Provision
Employment Agreement dates	Original March 19, 2019; amended and restated; most recent amendment Dec 27, 2021 .
Current base salary & bonus framework	Effective April 1, 2024 base $520,000; target annual incentive 65% of base; eligible for benefit plans; $5,000 financial/tax advisory allowance; $5,000 physical exam reimbursement .
Severance (non-CIC)	If terminated without cause or for good reason outside CIC period: 12 months base salary continuation; pro-rata annual bonus; COBRA premiums for up to 12 months .
Severance (CIC period)	If terminated without cause or for good reason within CIC period (12 months post-CIC): 1x base salary + target bonus; pro-rata annual bonus; COBRA premiums for up to 12 months .
Equity acceleration	For Schopfer: PSUs accelerate if performance period ends within 6 months of termination (greater of target or actual) and RSUs accelerate if scheduled to vest within 6 months; full acceleration for qualifying CIC terminations within 12 months; death/disability accelerate all .
280G cutback	Payments reduced to avoid 4999 excise tax if reduction yields greater after-tax amount .
Restrictive covenants	Non-solicit of employees for 12 months post-termination; perpetual confidentiality and customer/supplier non-interference obligations; IP assignment .
Clawback	NYSE-compliant clawback (amended Nov 8, 2023 and Feb 28, 2024) applies to performance-based awards upon restatement; recovery over last 3 completed fiscal years .
Governance practices	No excise tax gross-ups; no single-trigger CIC; prohibits hedging/pledging; independent Comp Committee .

Compensation Structure Analysis

Mix shift: 2024 stock awards $1,199,981 vs cash salary $515,000 and STIP $389,139 indicates high equity weighting consistent with pay-for-performance philosophy .
Target TDC framing: CFO base $520,000, STIP target $338,000, LTI grant date value $1,199,981, total target $2,057,981 .
Ownership requirements increased (CFO multiple from prior 3x to 4.5x) enhance alignment and net share retention until guidelines met; all in compliance .

Performance Compensation – Detailed Plan Table

Metric	Weighting	Target	Actual	Payout	Vesting
Adjusted EBITDA (PSU 2024 cycle)	50%	$265M	TBD (through 2026)	50%–200% of target shares (linear)	Earned post-2026; settle in 2027 upon certification .
Mgmt Adjusted Free Cash Flow (PSU 2024 cycle)	50%	Committee-set (not disclosed)	TBD	50%–200% of target shares; TSR ±10%	Earned post-2026; settle in 2027 .
Relative TSR modifier (PSU 2024 cycle)	±10%	S&P-compared (not disclosed)	TBD	Adjusts earned shares ±10%	Applied at certification .
PSU 2022 cycle (1/1/2022–12/31/2024)	—	Target shares	Achieved 93.85%	35,820 shares earned (Schopfer)	Determination and vesting in 2025 .
RSU (3/1/2024 grant)	—	60,240 shares	Time-based	1/3 per year	1st–3rd anniversaries, continued employment .

Risk Indicators & Red Flags

Hedging/pledging prohibited; none outstanding by officers/directors as of record date .
No excise tax gross-ups; no single-trigger CIC .
Large 2024 vest (752,169 shares; $12.78M value) could contribute to supply overhang if sales follow vesting; no Form 4 data cited here, but vest magnitude is material .
Profits Interests linked to SPAC sponsor fully vested and settled in 2024; performance thresholds tied to $14/$16 VWAP achieved within five years; now aligned as Class A shares .

Equity Ownership & Guideline Compliance

Requirement	Multiple	Status
CFO Stock Ownership Policy	4.5x base salary	All participants currently compliant .

Investment Implications

Alignment: High equity weighting (RSUs/PSUs) and heightened ownership multiple (4.5x base) tighten pay-for-performance linkage and create meaningful exposure to EBITDA/FCF and TSR outcomes through 2026–2027 PSU cycles .
Retention risk: Severance is moderate (12 months salary outside CIC; 1x salary+target bonus within CIC) with limited short-window equity acceleration (6 months for RSUs/PSUs absent CIC), which discourages near-term exits; however, historically large vesting (2024) has already occurred, reducing future cliff risk .
Selling pressure: 2024 vest of 752,169 shares indicates potential liquidity events; upcoming RSU installments from the 3/1/2024 grant (two remaining) may add modest supply over 2025–2027, though policy requires retention of net shares until guideline met .
Governance quality: No single-trigger CIC, no 280G gross-ups, robust clawback, and prohibition on hedging/pledging support shareholder-friendly oversight; stock ownership compliance reduces misalignment risk .
Execution track record: Company achieved 2024 growth in revenue and Adjusted EBITDA; PSU achievement at 93.85% for the 2022–2024 cycle suggests solid but not maximum performance, tying future payouts to continued operational delivery .