Lawrence D. Kingsley
Mirion TechnologiesAbout Lawrence D. Kingsley
Independent director at Mirion Technologies (MIR) since October 2021 (tenure ~3.5 years), age 62. Kingsley brings deep operating and board leadership experience as former CEO/President of IDEX Corporation and Chairman/CEO of Pall Corporation through its 2015 sale to Danaher. He holds a B.S. in Industrial Engineering & Management from Clarkson University and an MBA from the College of William & Mary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pall Corporation | President & CEO; Chairman | Oct 2011–Aug 2015 (CEO/President); Oct 2013–Aug 2015 (Chair) | Company acquired by Danaher in Aug 2015 |
| IDEX Corporation | CEO & President; COO | Mar 2005–Aug 2011 (CEO/President); Aug 2004–Mar 2005 (COO) | Public company operating/strategy leadership |
| Danaher Corporation | Corp. VP & Group Executive; President, Industrial Controls; President, Motion Group | Jan 2001–Aug 2004 | Progressive operating leadership roles |
| Rockwell Automation, Inc. | Director (public) | 2013–2021 | Board service at global industrial automation leader |
| Cooper Industries plc | Director (public) | 2007–2012 | Board service |
| IDEX Corporation | Director (public) | 2005–2011 | Board service alongside executive roles |
| Kollmorgen; Weidmuller | Management roles | Not disclosed | Increasing responsibility in industrial firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDEXX Laboratories, Inc. (public) | Independent Non‑Executive Board Chair | Since Nov 2019 | Chair of leading veterinary diagnostics company |
| Polaris Industries Inc. (public) | Director | Since Jan 2016 | Board member at powersports manufacturer |
| Berkshire Partners LLC (private) | Advisory Director | Since May 2016 | Advisory role at investment firm |
| Consolidated Precision Products (private) | Director | Since Sep 2019 | Board member |
| Harvey Performance Company (private) | Director | Since Sep 2023 | Board member |
Board Governance
- Committee assignments: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Not a member of Audit. Chairs are Robert A. Cascella (Compensation) and John W. Kuo (Nominating & Governance) .
- Independence: Board determined Kingsley is independent under NYSE and SEC rules; seven of eight directors are independent .
- Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings. Independent director executive sessions are held at the end of regularly scheduled Board meetings .
- Board leadership: CEO Thomas D. Logan is Chair; Kenneth C. Bockhorst is Lead Independent Director .
- Governance practices: Prohibition on hedging/pledging by directors; as of the record date there were no outstanding pledges by any officers or directors .
| Governance Item | Detail |
|---|---|
| Committees | Compensation (member); Nominating & Governance (member) |
| Independence | Independent director |
| 2024 Attendance | ≥75% of Board/committee meetings (all directors) |
| Executive Sessions | Independent director sessions each regular meeting |
| Lead Independent Director | Kenneth C. Bockhorst (not Kingsley) |
| Hedging/Pledging | Prohibited; no pledges outstanding at record date |
Fixed Compensation
| 2024 Director Fees – Kingsley | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $76,500 |
| Stock awards (RSUs, grant date fair value) | $140,000 |
| Total | $216,500 |
| Form of fee receipt | Elected to receive Q1 & Q2 2024 fees in fully vested Class A shares; remainder in cash |
| Director Compensation Program (updated 6/4/2024) | Annual Cash Retainer |
|---|---|
| Board Service | $76,500 |
| Lead Independent Director (add-on) | $30,000 |
| Audit Committee Chair (add-on) | $20,000 |
| Compensation Committee Chair (add-on) | $15,000 |
| Nominating/Governance Committee Chair (add-on) | $12,500 |
Performance Compensation
- Equity mix and vesting: Non-employee directors receive annual RSU grants. For 2024 grants made before June 4, 2024, the target value was ~$93,500; effective June 4, 2024 and thereafter, annual RSU value is $140,000. RSUs vest quarterly and are fully vested on the earlier of the first anniversary of grant or the next annual meeting, subject to continued service. No options or performance-vesting conditions are used for directors .
| Director Equity Detail | Value/Units |
|---|---|
| 2024 annual RSU grant policy | $140,000 (effective 6/4/2024; prior 2024 grants ~$93,500) |
| Kingsley 2024 stock awards (grant-date fair value) | $140,000 |
| RSUs outstanding at 12/31/2024 (Kingsley) | 6,750 units |
| RSUs expected to vest/settle within 60 days of 3/17/2025 (Kingsley) | 3,375 shares |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| IDEXX Laboratories, Inc. | Public | Independent Non‑Executive Board Chair | No MIR-related transactions disclosed |
| Polaris Industries Inc. | Public | Director | No MIR-related transactions disclosed |
| Consolidated Precision Products; Harvey Performance | Private | Director | No MIR-related transactions disclosed |
| Berkshire Partners LLC | Private | Advisory Director | No MIR-related transactions disclosed |
- Related-party/legacy SPAC interests: As part of the SPAC business combination, Kingsley held “Profits Interests” that performance-vested at MIR share price thresholds ($12/$14) and were fully settled into Class A shares by year-end 2024; no ongoing warrants remain at the sponsor after the June 4, 2024 warrant exchange .
Expertise & Qualifications
- Executive leadership and operations: Former CEO/President (IDEX), Chairman/CEO (Pall) with extensive strategic planning, corporate development and operations analysis experience .
- Capital markets/M&A and public company governance: Multiple public board roles, including current Chair of IDEXX and director of Polaris; prior board service at Rockwell Automation, Cooper Industries, IDEX and Pall .
- Education: B.S. Industrial Engineering & Management (Clarkson); MBA (William & Mary) .
Equity Ownership
| Category | Amount |
|---|---|
| Total beneficial ownership – Class A shares | 4,749,935 (2.1% of Class A outstanding) |
| Held directly by Kingsley | 46,560 shares |
| Lawrence D. Kingsley Revocable Trust | 4,200,000 shares |
| Diane Kingsley Revocable Trust | 350,000 shares |
| Lawrence D. Kingsley 2015 Family Irrevocable Trust | 150,000 shares |
| RSUs outstanding at 12/31/2024 | 6,750 units |
| RSUs expected to vest/settle within 60 days of 3/17/2025 | 3,375 shares |
| Ownership guidelines for directors | 5x annual cash retainer; includes shares, unvested RSUs/DSUs; must retain net shares until compliant; all participants currently in compliance |
| Hedging/Pledging status | Hedging and pledging prohibited; no pledges outstanding at record date |
Governance Assessment
- Positives:
- Independent director with deep operating experience in relevant industrial/health tech adjacencies; significant public-company board leadership (Chair of IDEXX) .
- Strong ownership alignment: ~2.1% of Class A via direct and trust holdings; elected to take part of 2024 director fees in stock; subject to and compliant with 5x retainer stock ownership guideline; no pledging allowed or outstanding .
- Active committee service (Compensation; Nominating & Governance); board met 7x in 2024 with at least 75% attendance for all directors; independent director executive sessions in each regular meeting .
- Director compensation structure emphasizes equity (annual RSUs with regular vesting), and governance policies include a prohibition on hedging/pledging and robust related-party review by the Audit Committee .
- Broader governance climate: 2024 Say‑on‑Pay support ~93%, and Compensation Committee advisor independence assessed with no conflicts found .
- Watch items:
- Multiple outside board and advisory roles (IDEXX chair; Polaris director; private company boards) increase time commitments, though no attendance issues were disclosed and each director met ≥75% threshold in 2024 .
- Legacy SPAC‑related “Profits Interests” were fully settled into Class A shares by 12/31/2024; not an ongoing related‑party arrangement but noteworthy in assessing historical incentives .
- No red flags disclosed: No related‑party transactions with entities where Kingsley serves; no hedging/pledging; no Section 16(a) delinquency disclosed for Kingsley (company noted late filings for two other directors, not Kingsley) .