Robert A. Cascella
Mirion TechnologiesAbout Robert A. Cascella
Robert A. Cascella (age 70) is an independent director at Mirion Technologies, Inc. (MIR) and Chair of the Compensation Committee; he also serves on the Nominating and Corporate Governance Committee. He joined the Mirion Board in October 2021 and brings extensive medical device and healthcare leadership experience, including prior CEO roles and multi-board service; he holds a B.A. in accounting from Fairfield University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Philips | Executive VP & Chief Business Leader (Diagnosis & Treatment; Precision Diagnosis); Strategic Business Development Leader | Executive roles: Apr 2015–Apr 2020; Strategic BD: May 2020–Dec 31, 2021 | Member, Philips Executive Committee (Jan 2016–Apr 2021); led global health-tech businesses |
| Hologic, Inc. | President and later CEO | Feb 2003–Dec 2013 | Led public medical device/diagnostics company through growth phase |
| CFG Capital; NeoVision Corporation; Fischer Imaging | Senior leadership positions | Not specified | Healthcare/diagnostics leadership roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koru Medical Systems | Director | Since Jun 2022 | Board service at medical device firm |
| Neuronetics, Inc. | Chair of the Board | Since Apr 2021 | Board leadership at public med-tech company |
| Metabolon, Inc. | Director | Since Sep 2020 | Board service at life sciences analytics company |
| Celestica Inc. | Director; Chair of Compensation Committee | Director since Apr 2019; Comp Chair since Jul 2021 | Oversees comp governance at public EMS manufacturer |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Cascella is independent under NYSE and SEC rules; independent directors meet in executive session each regular Board meeting .
- Attendance/engagement: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting. Committees met: Audit (8), Compensation (6), Nominating & Corporate Governance (3) in 2024 .
- Lead Independent Director framework in place (Kenneth C. Bockhorst) with defined responsibilities, supporting independent oversight; Chair/CEO roles combined in Feb 2025 after annual assessment by the Board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees | $89,000 | Includes Board retainer and chair fees; proration applied to chair fees after program changes effective Jun 4, 2024 . |
| Cash Retainer Schedule (effective Jun 4, 2024) | Board service: $76,500; Lead Independent Director: $30,000; Audit Chair: $20,000; Compensation Chair: $15,000; Nominating/Gov Chair: $12,500 | Directors may elect to receive retainers entirely in stock (no mixed cash/stock), paid quarterly; amounts pro-rated for partial quarters . |
Performance Compensation
| Equity Award | Grant Value | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (director program) | $140,000 | Notional number varies; Cascella held 6,750 RSUs outstanding at 12/31/2024 | Vests quarterly; fully vested by 1-year anniversary or next annual meeting, subject to service | None; director RSUs are time-based (no performance conditions) . |
No options/PSUs are disclosed for non-employee directors in the Director Compensation Program .
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No Mirion executive officers served on boards/comp committees of other entities with reciprocal relationships in the last year .
- External committee leadership: Chairs Compensation Committee at Celestica Inc., indicating deep compensation governance experience .
Expertise & Qualifications
- Deep medical device and healthcare operations leadership (Philips, Hologic), global strategy and P&L oversight .
- Accounting/finance foundation (B.A. in accounting), multi-board experience across public and private companies .
- Independent under NYSE/SEC standards; seasoned committee chair with comp governance expertise .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | RSUs Outstanding (12/31/2024) | Notes |
|---|---|---|---|---|---|
| Robert A. Cascella | 42,066 | <1% | — | 6,750 | Less than 1% of Class A; no Class B holdings . |
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; value calculated on prior year average closing price; participants have five years to comply and must retain net shares until compliance. All participants (including directors) are currently in compliance .
- Hedging and pledging: Prohibited for directors and employees; as of the record date, no outstanding pledges by any Company officers or directors .
Governance Assessment
- Strengths:
- Independent status; leadership as Compensation Committee Chair enhances pay-for-performance oversight .
- High shareholder alignment via mandatory stock ownership and time-based RSUs; prohibition on hedging/pledging reduces misalignment risk .
- Robust committee cadence and full Board/committee attendance thresholds met; directors attended annual meeting, supporting engagement .
- Say-on-pay support at 93% in 2024 indicates investor approval of compensation governance (context for overall board oversight) .
- Potential watch items:
- Multiple external board commitments (four boards; one comp chair) may present time-allocation considerations; monitor individual attendance and engagement over time (Mirion discloses ≥75% overall but not director-specific rates) .
- No related-party transactions disclosed; Audit Committee maintains policy and oversight—continue surveillance for any future transactions .
- Overall: Cascella’s comp governance leadership, medical device industry expertise, and compliance with ownership policies support Board effectiveness and investor confidence. Equity compensation remains service-based for directors, limiting pay complexity and potential performance metric manipulation .