John W. Kuo
Mirion TechnologiesAbout John W. Kuo
Independent director since October 2021; age 61; chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee. Former Fortune 1000 general counsel with deep experience in radiation therapy, regulated industries, compliance and global operations; education includes a J.D. (UC Berkeley) and B.A. (Cornell), plus NACD CERT Cyber-Risk certificate and a Stanford Executive Institute certificate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visby Medical (private) | Chief Legal Officer | Sep 2021–Oct 2022 | Senior legal leadership in diagnostics; post-retirement transition |
| Charles River Laboratories (NYSE: CRL) | EVP, General Counsel, Chief Compliance Officer, Corporate Secretary | May 2020–Sep 2020 | Oversaw compliance and legal in contract drug R&D |
| Varian Medical Systems (NYSE: VAR) | SVP, General Counsel, Corporate Secretary | Jul 2005–May 2020 | Led global legal/compliance for radiation therapy company |
| Energy & High Technology (Europe/Asia) | Senior expatriate roles | Not disclosed | International market expansion, regulated industries exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company directorships beyond MIR disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation Committee .
- Independence: Board determined Kuo is independent under NYSE/SEC rules .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Expertise signals: NACD CERT Cyber-Risk certificate; participates in Board-level cybersecurity oversight; noted by MIR as relevant to Board competency .
Fixed Compensation
| Component | Program terms (Jan–Jun 3, 2024) | Program terms (effective Jun 4, 2024) | Notes |
|---|---|---|---|
| Board annual cash retainer | $76,500 | $76,500 | Paid quarterly in arrears; can elect stock in lieu of cash (full retainer only) |
| Lead Independent Director | $25,000 | $30,000 | Not applicable to Kuo |
| Audit Chair | $10,000 | $20,000 | Not applicable to Kuo |
| Compensation Chair | $10,000 | $15,000 | Not applicable to Kuo |
| Nominating/Governance Chair | $10,000 | $12,500 | Applicable to Kuo (prorated after amendment) |
| Director | 2024 Fees Earned/Paid in Cash ($) | 2024 Stock Awards ($) | Total ($) | Election mix |
|---|---|---|---|---|
| John W. Kuo | 87,750 | 140,000 | 227,750 | Elected to receive all 2024 fees in fully vested Class A stock |
- Outstanding RSUs at 12/31/2024: 6,750 shares (non-employee director annual grant) .
- Directors may elect stock in lieu of cash (no mixing), issued quarterly based on prior-day fair value .
Performance Compensation
| Equity type | Grant value | Vesting schedule | Performance metrics |
|---|---|---|---|
| RSUs (annual director grant) | $140,000 | Vests quarterly; fully vested on the earlier of first anniversary of grant or next annual meeting, subject to continued service | None disclosed for directors (time-based vesting only) |
No stock options or PSUs for directors disclosed; director equity is time-based RSUs only .
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Compensation Committee interlocks | None; Kuo served on MIR’s Compensation Committee; no executive officers of MIR served on boards/comp committees of entities with MIR executives on MIR’s Board |
| Consultant independence | WTW engaged by Comp Committee; independence assessed; no conflict (insurance/broking work separately engaged by management) |
Expertise & Qualifications
- Legal, compliance, regulatory: Fortune 1000 GC experience in life sciences and radiation therapy; deep regulated-industry expertise .
- Cybersecurity governance: NACD CERT Cyber-Risk program credential; participates in Board oversight of cybersecurity risk .
- Education: J.D., UC Berkeley; B.A. in Biology & Society, Cornell; Stanford Executive Institute certificate .
- Diversity: self-identifies as Asian heritage per Board profile matrix .
Equity Ownership
| Holder | Class A shares | Ownership % (Class A) | RSUs outstanding (12/31/2024) | Pledging/Hedging | Ownership guideline |
|---|---|---|---|---|---|
| John W. Kuo | 63,700 | <1% | 6,750 | Hedging/pledging prohibited; no outstanding pledges as of record date | Non-employee directors: 5x annual cash retainer; all participants currently in compliance |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance; member of Compensation Committee; cyber-risk oversight credential; elected to take all fees in stock, enhancing alignment; compliant with stock ownership guidelines; company prohibits hedging/pledging and discloses no pledges among officers/directors .
- Engagement: Meets attendance thresholds; participates in executive sessions; full Board attendance at annual meeting .
- Compensation structure: Director RSUs increased to $140k and committee chair fees raised mid-2024; mix remains time-based equity plus retainers; alignment supported by stock election policy .
- RED FLAGS: Inadvertent late Form 4 filing disclosed for Kuo (administrative compliance lapse); no related-party transactions disclosed involving Kuo; say-on-pay support strong (93% in 2024), reducing compensation risk signaling .
Overall signal: Governance role concentration (NCG chair, Comp Committee member) plus legal/compliance background and stock-in-lieu election supports investor alignment; minor administrative filing issue noted but no material conflicts reported .