Emmanuelle Lee - Chief Legal Officer and Chief Compliance Officer | Mirion Technologies (MIR) Executive Profile & Compensation

About Emmanuelle Lee

Emmanuelle Lee is Mirion’s Chief Legal Officer and Chief Compliance Officer, serving in this role since 2018 after joining Mirion in 2011 as Deputy General Counsel . Her background includes corporate counsel roles at FrontRange Solutions (now Ivanti) and PeopleSoft (now Oracle), attorney-at-law at Ropers Majeski, Kohn & Bentley, and early service as a parliamentary aid to French Senator Xavier de Villepin; she holds a Juris Doctor from Santa Clara University and a French graduate law degree from Université de Paris II Panthéon-Assas . Company performance used in executive pay decisions for 2024 included revenue of $860.9M (+7.5% YoY) and adjusted EBITDA of $203.6M (+12.7% YoY), with a net loss of ($36.6)M .

Past Roles

Organization	Role	Years	Strategic Impact
Mirion Technologies	Deputy General Counsel	2011–2018	Supported legal function during growth and pre-public phases
Mirion Technologies	Chief Legal Officer & Chief Compliance Officer	2018–present	Led legal and compliance, governance practices and policies
FrontRange Solutions (Ivanti)	Corporate Counsel	—	Enterprise software legal counsel
PeopleSoft (Oracle)	Corporate Counsel	—	ERP software legal counsel
Ropers Majeski, Kohn & Bentley	Attorney-at-law	—	Private practice legal experience

External Roles

Organization	Role	Years	Strategic Impact
French Senate (Xavier de Villepin)	Parliamentary Aid	—	Exposure to foreign affairs and governance

Fixed Compensation

Year	Base Salary ($)	Target Bonus (%)	Target Bonus ($)	Actual Bonus Paid ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2024	430,000	50%	215,000	247,530	299,995	22,111	994,636

Notes:

2024 base salary increase from $410,000 to $430,000 effective April 1, 2024 .
Eligible for deferred compensation plan; perquisites include $5,000 annual financial/tax advisory allowance and up to $5,000 for annual physical exam .

Performance Compensation

Annual STIP (2024) – Corporate Metrics and Outcomes

Metric	Weighting	Threshold	Target	Maximum	Actual	Payout Level (%)
Adj. EBITDA Margin %	35%	21.81%	23.56%	24.06%	23.79%	50.75%
Adj. Organic Revenue Growth	25%	4.00%	6.00%	8.00%	6.61%	32.63%
Adj. Free Cash Flow ($M)	40%	64.00	80.00	96.00	73.40	31.75%
Total Weighted Payout	—	—	—	—	—	115.13%

Executive	Target Incentive Opportunity (%)	Target Bonus ($)	Payout Level (%)	Actual Bonus ($)
Emmanuelle Lee	50%	215,000	115.13%	247,530

Long-Term Incentive (2024 Grants and Structure)

Grant Type	Grant Date	# of Units	Grant-Date Fair Value ($)	Vesting/Performance
RSU	3/1/2024	15,060	149,998	Vests in 3 equal annual tranches from 1st anniversary; service condition
PSU (Target)	3/1/2024	15,060	149,998	3-year performance (1/1/2024–12/31/2026) on Adjusted EBITDA (50%) and Management Adjusted FCF (50%), ±10% Relative TSR modifier; cap 200%

PSU 2024 Adjusted EBITDA performance curve:

Metric ($M)	Payout (% of Target PSUs)
Minimum: 250	50%
Target: 265	100%
Maximum: 280	200%

Acceleration provisions (RSU/PSU):

Termination without Cause or for Good Reason (no CIC): RSUs accelerate if scheduled to vest within 6 months; PSUs accelerate if performance period ends within 6 months (target or actual, greater) .
Termination in connection with CIC: Full acceleration of RSUs and PSUs for Ms. Lee if termination occurs within 12 months post-CIC .
Death/Disability: Full acceleration of RSUs and PSUs at target for all NEOs .
Retirement: RSUs accelerate if scheduled within 6 months; PSUs accelerate if performance period ends within 6 months (target or actual, greater) .

Equity Ownership & Alignment

Beneficial Ownership (as of March 17, 2025)

Holding	Shares	Ownership %
Class A Common Stock (total)	232,890	<1% (“*”)
Class B Common Stock (total)	170,941	2.7%
RSUs expected to vest/settle within 60 days	18,859	—

Breakdown (footnote detail):

Class A directly: 43,090
Class B directly: 138,193
Class B held by Lee Revocable Living Trust: 32,748

Outstanding Equity Awards (Unvested at 12/31/2024)

Grant Date	Vesting Commencement	Unvested RSUs (#)	Market Value ($)
12/27/2021	12/27/2022	11,928	208,144
4/1/2022	4/1/2023	9,418	164,344
3/29/2023	3/29/2024	18,882	329,491
3/1/2024	3/1/2025	15,060	262,797

Grant Date	Performance Period End	Unearned PSUs (Target #)	Payout Value ($)
3/1/2024	12/31/2026	15,060	262,797

Notes:

Market values based on $17.45 closing price on 12/31/2024 .

Ownership Policy, Hedging/Pledging

Minimum stock ownership multiples: Section 16 Officers 3x base salary; CFO/Group President 4.5x; CEO 6x; Directors 5x; retention of net shares until compliant; all participants currently in compliance .
Company prohibits hedging and pledging; as of the record date, no outstanding pledges by any officers or directors .

Employment Terms

Core Employment Agreement Terms (Amended Aug 7, 2023)

Scenario	Cash	Bonus Treatment	Benefits	Equity
Termination w/o Cause or for Good Reason (outside CIC)	Base salary continuation for 12 months	Pro-rata annual incentive bonus for year of termination	COBRA premiums paid during severance period (or until eligible at new employer)	RSUs/PSUs acceleration per award agreements (6-month window)
Termination w/o Cause or for Good Reason (in CIC period)	1x (base salary + target bonus)	Pro-rata annual incentive bonus	COBRA premiums paid during severance period	Full acceleration of RSUs/PSUs if terminated within 12 months post-CIC
Death or Disability	Salary through termination date; pro-rata bonus	Pro-rata annual incentive bonus	—	Full acceleration at target
280G Cutback	Payments reduced to avoid 4999 excise tax if after-tax benefit is greater	—	—	—

Confidentiality/Non-Interference:

Non-solicit of employees/consultants for 12 months post-termination; perpetual confidentiality; restrictions on using confidential information to solicit/divert customers or suppliers; IP assignment to company .

Potential Payments (Assuming Event Occurs 12/31/2024)

Scenario	Cash Severance ($)	Equity Acceleration ($)	Deferred Comp Payout ($)	Health Benefits ($)	Total ($)
Termination w/o Cause or Good Reason (no CIC)	677,530	416,689	69,462	19	1,163,700
Termination w/o Cause or Good Reason (in CIC)	892,530	1,227,573	69,462	19	2,189,584
Death or Disability	247,530	1,227,573	69,462	—	1,544,565
Retirement	—	416,689	69,462	—	486,151

Investment Implications

Pay-for-performance alignment: Lee’s 2024 cash bonus paid at 115.13% of target on corporate metrics (EBITDA margin, organic growth, FCF), consistent with the program’s formulaic design and no discretionary adjustments . LTI mix favors RSUs/PSUs with multi-year performance tied to adjusted EBITDA and FCF, plus ±10% TSR modifier, reducing short-term risk-taking and aligning with long-term value creation .
Retention and selling pressure: Unvested tranches across 2021–2024 RSUs and 2024 PSUs provide continued retention hooks; near-term RSU vesting of 18,859 shares within 60 days of 3/17/2025 is noted, but hedging/pledging is prohibited and participants must retain net shares until ownership requirements are met, mitigating forced selling signals .
Severance/CIC economics: Outside CIC, cash severance equals 12 months’ salary plus pro-rata bonus and COBRA; within CIC, 1x salary+target bonus with full equity acceleration if terminated within 12 months post-CIC—moderate protection (no single-trigger; 280G cutback; no excise tax gross-ups), balancing retention and shareholder-friendliness .
Alignment and risk controls: Stock ownership multiples, clawback policy compliant with NYSE/Dodd-Frank, and prohibition of hedging/pledging indicate strong governance and alignment; as of record date, no pledges outstanding by officers/directors . Company performance inputs used in pay decisions (revenue +7.5% YoY; adj. EBITDA +12.7% YoY) support incentive payouts while net loss underscores the importance of non-GAAP targets in compensation constructs .