Thomas D. Logan
Mirion TechnologiesAbout Thomas D. Logan
Thomas D. Logan is Founder, Chief Executive Officer, and since February 2025, Chairman of Mirion Technologies. He has served as CEO and director since 2005 (public board service since October 2021), is 64 years old, and holds an MBA and BS from Cornell University . Under his leadership, Mirion reported record 2024 revenue of $860.8 million (+7.5% y/y) with margin expansion; 2024 Adjusted EBITDA grew 12.7% y/y, reflecting operating leverage and execution on free cash flow initiatives .
Mirion financial performance during the last three fiscal years:
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $717.8m * | $800.9m * | $860.8m * |
| EBITDA | $104.3m* | $149.0m* | $179.0m* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Global Dosimetry Solutions | Chief Executive Officer | 2004–2005 | Led radiation dosimetry provider; experience directly aligned with Mirion’s radiation measurement domain . |
| BAF Energy | President | Pre-2004 | Energy operations leadership; built domain and operating expertise transferable to Mirion . |
| E‑M Solutions; BVP, Inc. | Chief Financial Officer | Pre-2004 | Finance leadership roles; strengthened capital allocation and controls capabilities . |
| Chevron | Various finance leadership roles | Pre-2004 | Large‑cap finance/energy experience supporting disciplined execution at Mirion . |
External Roles
- Not disclosed in the proxy statements reviewed .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $800,000 | Increased from $750,000 effective April 1, 2024 . |
| Target Annual Bonus | 120% of base salary | Target bonus $960,000 for 2024 . |
| Actual 2024 Bonus Paid | $1,105,248 | Based on 2024 STIP payout (115.13% of target framework) . |
| 2024 Total Compensation | $5,830,816 | Salary $787,500; Stock awards $3,899,987; Bonus $1,105,248; Other $38,081 . |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP) – Enterprise Metrics (for CEO)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout contribution |
|---|---|---|---|---|---|---|
| Adj. EBITDA Margin % | 35% | 21.81% | 23.56% | 24.06% | 23.79% | 50.75% |
| Adj. Organic Revenue Growth | 25% | 4.00% | 6.00% | 8.00% | 6.61% | 32.63% |
| Adj. Free Cash Flow ($m) | 40% | $64.0 | $80.0 | $96.0 | $73.4 | 31.75% |
| Total weighted payout | 115.13% |
- CEO payout mechanics: Target 120% of salary; no individual performance modifier applied; actual 2024 bonus $1,105,248 .
Long‑Term Incentives (granted March 1, 2024)
| Award | Shares Granted | Grant Date Fair Value | Vesting / Performance | Key Metrics |
|---|---|---|---|---|
| RSUs | 156,626 | $1,559,995 | Time‑based, 1/3 each year over 3 years (from first anniversary) . | n/a |
| PSUs (target) | 234,939 | $2,339,992 | 3‑year performance (2024–2026), payout 0–200% of target; +/-10% TSR modifier vs Russell 2000 Industrials; cliff vest upon certification . | 50% Adjusted EBITDA (Min/Target/Max: $250m/$265m/$280m) and 50% Management Adj. FCF (Min/Target/Max: $525m/$575m/$625m); relative TSR modifier −10%/0%/+10% at <30th/55th/≥80th percentile . |
Recent vesting event:
- 2022 PSUs (performance 2022–2024) vested at 93.85% of target; shares delivered to CEO: 179,102 in Feb 2025 (potential near‑term sell‑to‑cover tax activity) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 5,285,922 Class A shares (2.3% of Class A); 1,544,017 Class B shares (24.2% of Class B); 2.9% of total common stock ownership; composition includes 130,250 Class A RSUs expected to vest/settle within 60 days of 3/17/25 . |
| Class B exchangeability | Class B interests are paired one‑for‑one with IntermediateCo Class B and redeemable/exchangeable for Class A or cash at the Company’s option . |
| Ownership guidelines | CEO required to hold 5x base salary; policy prohibits hedging and pledging; 2024 amendments increased minimum ownership requirements for certain officers . |
| Hedging/pledging | Prohibited; as of record date, no outstanding pledges by officers or directors . |
Employment Terms
- Agreement: Amended and restated, most recently Dec 27, 2021; CEO base increased to $800,000 effective Apr 1, 2024; target annual bonus 120% of salary; annual LTI target value $2.7 million (mix determined by Compensation Committee) .
- Severance (outside change‑in‑control): 24 months base salary; pro‑rata annual bonus; 18 months health benefits, subject to release .
- Change‑in‑Control (double‑trigger within 24 months): 2x (base + target bonus) paid over 24 months; pro‑rata bonus; 18 months health benefits, subject to release .
- 280G cutback: Payment reduction to avoid excise tax if it improves after‑tax outcome; no tax gross‑ups .
- Clawback: Policy adopted; performance‑based awards subject to recoupment upon certain accounting restatements .
- Perquisites: First‑class air travel reimbursement; annual executive physical up to $10,000; financial planning up to $5,000; certain auto expense reimbursements per agreement .
Board Governance
- Roles: CEO since 2005; Chairman since February 2025; Lead Independent Director is Kenneth C. Bockhorst. Combined CEO/Chair structure is mitigated by a designated Lead Independent Director and regular executive sessions of independent directors .
- Independence and committees: CEO/Chair is not independent; seven of eight directors are independent; CEO does not serve on audit/compensation/nominating committees .
- Attendance: Board met seven times in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Director compensation: CEO receives no additional fees for Board service; director compensation applies to non‑employee directors only .
Compensation Structure Analysis
- Mix and leverage: At‑risk variable pay is a significant portion of CEO compensation (86% in 2024). STIP metrics emphasize profitability and cash generation (Adj. EBITDA margin %, Adj. organic growth, Adj. FCF); LTI PSUs add multi‑year EBITDA and free cash flow performance with a relative TSR modifier, supporting pay‑for‑performance alignment .
- Year‑over‑year changes: CEO base salary increased 6.3% in 2024; equity awards in 2024 shifted PSU metrics to EBITDA/FCF from prior TSR/organic growth design (2023), strengthening cash/earnings discipline .
- Governance safeguards: No single‑trigger CIC acceleration; clawback; no 280G gross‑ups; hedging/pledging prohibited; strengthened stock ownership policy in 2024 .
Compensation Peer Group and Say‑on‑Pay
- Peer group: 2024 refresh added AtriCure and Lantheus and removed Babcock & Wilcox and Integer to better align with business mix; used for 2025 decisions .
- Say‑on‑Pay: Support remained strong (≈93% approval at 2024 annual meeting), indicating investor endorsement of program design .
Risk Indicators and Red Flags
- Pledging/hedging: Prohibited; none outstanding as of record date (positive) .
- Option repricing, tax gross‑ups: None disclosed (positive) .
- Insider supply: 2022 PSUs vested in Feb 2025 (179,102 shares to CEO), which may create near‑term sell‑to‑cover activity; monitor Form 4s for any incremental selling pressure around vest dates .
- Related‑party safeguards: Formal review and approval policy via Audit Committee (positive) .
Investment Implications
- Alignment: High proportion of performance‑based equity (PSUs tied to multi‑year EBITDA/FCF plus TSR) and robust ownership/anti‑hedging policies indicate strong CEO alignment with long‑term value creation and cash discipline .
- Execution and incentives: 2024 STIP paid at 115% on enterprise metrics with balanced focus on margin and free cash flow, reinforcing near‑term operating rigor; 2024 PSUs pivot to EBITDA/FCF targets should reinforce multi‑year cash generation, a key equity driver in rate‑sensitive, industrial/medical end‑markets .
- Governance checks: Combined CEO/Chair role adds concentration risk, but is offset by Lead Independent Director authority, majority‑independent Board, executive sessions, and strong say‑on‑pay support (93%)—limiting governance discount risk .
- Watch items: Track vesting calendars (notably PSU cliffs) for potential supply; monitor attainment vs. 2024–2026 EBITDA/FCF targets and relative TSR percentile, which directly set PSU payouts and signal future equity issuance/vesting cadence .