Steven W. Etzel
Mirion TechnologiesAbout Steven W. Etzel
Steven W. Etzel (age 64) is an independent director of Mirion Technologies, Inc., serving since October 2021. He previously retired from Rockwell Automation in April 2021 after senior finance roles, and holds a B.S. in Business Administration (Clarion University), the NACD CERT Certificate in Cyber-Risk Oversight, and is a CFA charterholder . Tenure on the Mirion board is ~3.5 years as of April 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation, Inc. | SVP & CFO | Nov 2020–Feb 2021 | Led financial reporting, controls; capital markets transactions |
| Rockwell Automation, Inc. | SVP, Finance | Feb 2021–Apr 2021 (retired) | Senior finance leadership |
| Rockwell Automation, Inc. | VP & Treasurer | 2007–2020 | Treasury, investor relations, FP&A |
| Rockwell Automation, Inc. | VP, Finance | Oct 2020–Nov 2020 | Financial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No other public company directorships disclosed for Mr. Etzel |
Board Governance
- Independence: Board determined Steven W. Etzel is independent under SEC and NYSE rules .
- Committee assignments: Audit Committee Chair; Compensation Committee member; not on Nominating/Governance .
- Financial expert: Board determined Etzel qualifies as an Audit Committee financial expert and has NYSE accounting/financial management expertise .
- Attendance and engagement: Board met 7 times in 2024; Audit 8, Compensation 6, Nominating 3. Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Cyber/AI oversight: As Audit Chair, committee oversees cybersecurity and (amended in 2024) development/use of AI and impacts on reporting/controls .
- Lead Independent Director is Kenneth C. Bockhorst (liaison, agenda review, executive sessions) .
- Audit Committee Report signed by Etzel (Chair), Bockhorst, Markopoulos, Rege, affirming oversight of financial reporting and auditor independence .
Fixed Compensation (Director)
| Component | Detail | Amount |
|---|---|---|
| Annual cash retainer (Board service) | Paid quarterly; directors may elect stock in lieu of cash | $76,500 (2024+) |
| Audit Committee Chair fee | Increased effective June 4, 2024 | $20,000 (from $10,000 pre‑June 4) |
| Compensation Committee Chair fee | — | $15,000 (not applicable to Etzel; he is a member) |
| Lead Independent Director fee | — | $30,000 (not applicable to Etzel) |
| Meeting fees | Not specified | None disclosed |
| FY2024 total fees (cash/stock) | Etzel elected Q1–Q2 fees in stock; remainder cash; chair fees prorated | $91,500 |
| Payment election | No mixing per quarter; full cash or full stock for a quarter | Election rules described |
Notes: In 2024, Lawrence Kingsley, Kenneth Bockhorst, and Steven Etzel elected Q1–Q2 fees in Class A stock; Etzel’s chair fee was prorated due to mid‑year changes .
Performance Compensation (Director)
| Equity Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (non‑employee directors) | $140,000 effective June 4, 2024 and thereafter (was $93,500 pre‑June 4, 2024) | Vests quarterly, fully vested by next annual meeting or first anniversary | Under 2021 Omnibus Incentive Plan |
| FY2024 Stock Awards (Etzel) | $140,000 | As above | Grant date fair value per ASC 718 |
| RSUs outstanding at 12/31/2024 (Etzel) | 6,750 shares | Quarterly vesting | Director RSU balances table |
No director PSUs or options are disclosed; director equity is RSU-based with service vesting and annual cadence .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Etzel |
| Compensation Committee interlocks | None; committee members (including Etzel) were not Mirion employees; no cross-board interlocks disclosed |
Expertise & Qualifications
- Finance and accounting, treasury, investor relations, FP&A, capital markets, M&A, risk management; audit financial expert designation .
- Cyber risk oversight training: NACD CERT Certificate in Cyber-Risk Oversight .
- CFA charterholder; B.S. in Business Administration (Clarion University) .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership – Class A shares (Etzel) | 68,713; ownership percentage “*” (less than 1%) |
| RSUs expected to vest within 60 days (directors group) | Included within group totals; director RSU balances separately disclosed |
| Shares pledged as collateral | Company prohibits pledging; as of record date, no outstanding pledges by officers/directors |
| Hedging policy | Company prohibits hedging by directors/officers/employees |
| Director stock ownership guidelines | 5x annual cash retainer; 5-year compliance window; retain net shares until met; “All participants are currently in compliance” |
Governance Assessment
-
Strengths
- Independent Audit Chair with audit financial expert credential; committee oversight expanded to cybersecurity and AI, signaling robust risk governance .
- High engagement: at least 75% meeting attendance; audit committee met 8 times, compensation 6 in 2024 .
- Alignment mechanisms: RSU-based annual equity grants; director ownership guideline at 5x cash retainer; hedging/pledging prohibited; compliance affirmed .
- Compensation governance: Independent compensation committee; use of independent consultant (WTW); no excise tax gross-ups; no single-trigger CIC; clawback policy aligned to NYSE/SEC rules .
-
Watch items / potential red flags
- Consultant conflicts: WTW provided both compensation advisory and insurance brokerage services (2024 fees ~$165,506 and ~$298,906); committee assessed independence, but dual roles warrant ongoing monitoring .
- Attendance disclosure threshold is “≥75%” rather than precise rates; continued tracking advisable .
-
Signals of investor confidence
- Say-on-Pay approval ~93% at 2024 annual meeting, indicating supportive shareholder sentiment toward compensation framework .
No related-party transactions involving Etzel are disclosed in the proxy; the Audit Committee oversees related-party reviews under a formal policy . No Section 16(a) delinquency noted for Etzel (late filings noted for other directors) .
Audit Committee Report signed by Steven W. Etzel (Chair) affirms oversight of financial reporting, auditor independence, and inclusion of audited financials in the 2024 10-K **[1809987_0001628280-25-015923_mir-20250401.htm:41]**.