DEF 14A of Sotera Health Co, Apr 10, 2025

DEF 14A of Sotera Health Co

Filed Apr 10, 2025 · FY20240001104659-25-033563

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | Non-Employee Director Compensation Policy | 29 | | PROPOSAL 2: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 31 | | COMPENSATION DISCUSSION AND ANALYSIS | 32 | | Overview | 32 | | 2024 Business Performance Highlights | 32 | | 2024 Executive Compensation Highlights | 32 | | Consideration of 2024 Say-On-Pay Result | 34 | | Compensation Philosophy and Program | 35 | | Compensation-Setting Process | 38 | | Compensation Elements for 2024 | 41 | | Other Compensation Policies and Practices | 48 | | Leadership Development and Compensation Committee Report | 52 | | COMPENSATION TABLES | 53 | | 2024 Summary Compensation Table | 53 | | 2024 Grants of Plan-Based Awards | 54 | | Outstanding Equity Awards at 2024 Year-End | 55 | | 2024 Option Exercises and Stock Vested | 56 | | 2024 Non-Qualified Deferred Compensation | 57 | | POTENTIAL TERMINATION PAYMENTS | 58 | | Employment Agreements | 58 | | Potential Payments Upon Termination or Change in Control | 61 | | 2024 Potential Post-Employment Payments Table | 66 | | EQUITY COMPENSATION PLAN INFORMATION | 69 | | 2020 Omnibus Incentive Plan | 69 | | Corporate Reorganization & Distribution of Shares | 70 | | PAY VERSUS PERFORMANCE | 71 | | 2024 Pay Versus Performance Table | 71 | | Relationship between Pay and Performance | 73 | | 2024 Tabular List: Metrics Used to Link Pay and Performance | 76 | | CEO PAY RATIO | 77 |

  2. Director Nominee Criteria and Process

    Director Nominee Criteria and Process Our NCG Committee reviews with our Board, on an annual basis, the independence, skills, experience and background of Board members, and the experience, skills and background of the Board as a whole, in determining whether to recommend incumbent directors for reelection. In identifying potential new candidates for Board membership, the NCG Committee considers recommendations from directors, shareholders, management, and from time to time it will engage executive search firms to assist in the identification of qualified candidates. Once potential director candidates are identified, the NCG Committee begins an extensive evaluation process. The evaluation and selection of qualified directors involves the consideration of many factors, including the needs of our Board at that time. In addition to those qualifications necessary to meet the requirements of our organizational documents, applicable U.S. legal, regulatory and Nasdaq listing requirements, and the Company’s obligations under our Stockholders Agreement, the NCG Committee and Board consider the following with respect to each potential director nominee:

  3. Director Nominee Criteria and Process

    | ● Integrity ● Strength of character and judgment ● Business experience ● ● Composition of the Board | ● Ability to devote adequate time and effort to Board responsibilities ● Participation on other public company boards ● Specific areas of expertise |

  4. Director Nominee Criteria and Process

    Stockholder Nominations for Directors The NCG Committee will consider potential director candidates recommended by shareholders in accordance with the procedures set forth in our Corporate Governance Guidelines, organizational documents, our Stockholders Agreement and applicable law. As part of this responsibility, the NCG Committee conducts, subject to applicable law, inquiries into the background and qualifications of any candidate for the Board. The NCG Committee also oversees the nomination of director candidates by shareholders in accordance with our organizational documents, our Stockholders Agreement and applicable law. Our amended and restated bylaws provide advance notice procedures for shareholders seeking to nominate candidates for election as directors at our annual meeting of stockholders. Any shareholder nomination must comply with the requirements set forth in our amended and restated bylaws and should be sent in writing to our Corporate Secretary at Sotera Health Company, 9100 South Hills Blvd, Suite 300, Broadview Heights, Ohio 44147. To be considered timely, the Corporate Secretary must receive a shareholder’s notice not earlier than the opening of business 120 days before, and not later than the close of business 90 days before, the first anniversary of the date of the preceding year’s annual meeting of stockholders. If no annual meeting was held in the previous year, or if the date of the applicable annual meeting has been changed by more than 30 days from the date of the previous year’s annual meeting, then the Corporate Secretary must receive a shareholder’s notice, in order to be considered timely, not earlier than the opening of business 120 days before the date of such annual meeting, and not later than the close of business on the later of (i) 90 days prior to the date of such annual meeting; and (ii) the 10th day following the day on which public announcement of the date of such annual meeting was first made. No such nominations were made for the Board’s consideration this year.

  5. Proposal 1: Election of Three Director Nominees

    Proposal 1: Election of Three Director Nominees Our Board currently comprises eleven directors, divided into three classes, each of whose members serve for staggered three-year terms. Each class consists, as nearly as possible, of one-third of the total number of directors. The members of the classes are divided as follows: ● The Class II directors are Mr. Chen, Ms. Flynn and Ms. Klee, and their terms will expire at the Annual Meeting; ● The Class III directors are Mr. Cunningham, Mr. Knauss, Mr. Petrella and Mr. Simon, and their terms will expire at the Annual Meeting of Stockholders in 2026; and ● The Class I directors are Mr. Mihas, Mr. Neary, Mr. Petras and Dr. Wheadon, and their terms will expire at the Annual Meeting of Stockholders in 2027. Upon the expiration of the terms of a class of directors, directors in that class will be eligible to be elected for new three-year terms at the annual meeting of stockholders in the year in which their term expires. While our directors are elected by a plurality voting standard, we have adopted a majority voting policy for the election of directors in our Corporate Governance Guidelines. Pursuant to the majority voting policy, in an uncontested election, a director nominee must receive more votes cast “FOR” his or her election than votes “WITHHELD” to be elected. If any nominee for director receives a greater number of votes “withheld” than votes “for” such election, our Corporate Governance Guidelines require that such person must promptly tender his or her resignation to the NCG Committee following certification of the vote and the NCG Committee shall recommend such action(s) to be taken to the Board for their review and consideration. Nominees for Election as Class II Directors At the Annual Meeting, the shareholders will vote to elect three Class II director nominees to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified. On the recommendation of the NCG Committee, our Board has unanimously nominated Ruoxi Chen, Karen A. Flynn and Ann R. Klee for election to our Board. If any of the director nominees becomes unable or unwilling to serve, proxies may be voted for the election of another candidate as shall be designated by our Board or the Board may decrease the size of the Board. The following biographical information regarding each director includes the primary individual experience, qualifications, attributes and skills and a brief statement of those aspects of our directors’ backgrounds that led us to conclude that each director should continue to serve as a member of our Board.

  6. Proposal 1: Election of Three Director Nominees

    | Ruoxi Chen Age: 41 Director | Biographical Information: Ruoxi Chen has served as a member of our Board since November 2020. Mr. Chen joined Warburg Pincus, a private equity investment firm, in 2011 and is currently a Managing Director focusing on investments in the healthcare sector. Prior to joining Warburg Pincus, Mr. Chen worked at the Carlyle Group in the U.S. Buyout Fund and in investment banking at Citigroup. Mr. Chen serves on the board of directors of a variety of private, life sciences companies and previously served on the board of directors of Silk Road Medical Inc. from April 2019 to December 2020. He holds a B.S. in economics and computer science, magna cum laude, from Duke University and an M.B.A. from Harvard Business School. Qualifications: Mr. Chen was selected to serve on our Board because of his extensive knowledge of strategy and business development in the healthcare sector, his wide-ranging experience as a director and deep familiarity with our Company. |

  7. Proposal 1: Election of Three Director Nominees

    | Karen Flynn Age: 62 Director | Biographical Information: Karen A. Flynn has served as a member of our Board since November 2023. Ms. Flynn served as President, Biomodalities at Catalent Pharma Solutions (“Catalent”), a pharmaceutical contract development and manufacturing services company, from April 2023 to October 2023 and President, Biologics and Chief Commercial Officer at Catalant from January 2020 to September 2022. Before Catalent, Ms. Flynn was Senior Vice President and Chief Commercial Officer for West Pharmaceutical Services, Inc. from 2016 to 2019. Ms. Flynn serves on the board of directors of Quanterix Corporation (NASDAQ: QTRRX), GermFree Laboratories and Stevanato Group (NYSE: STVN). Previously, she was a member of the board of directors of Societal CDMO, Inc. from September 2015 to January 2020. She also serves on the board of trustees for The Franklin Institute and with the University of Notre Dame’s Hesburgh Women of Impact mentorship program. Ms. Flynn holds a B.S. in pre-professional studies from the University of Notre Dame, a Master of Science in Business Administration from Boston University and a Master of Science in Engineering from the University of Pennsylvania. Qualifications: Ms. Flynn was selected to serve on our Board because of her extensive experience in commercial strategy, strategic planning, innovation, quality management and the healthcare industry. |

  8. Proposal 1: Election of Three Director Nominees

    | Ann Klee Age: 63 Director | Biographical Information: Ann R. Klee has served as a member of our Board since October 2020 and was a member of Topco Parent’s Board of Managers from May 2020 to November 2020. Ms. Klee served as the Executive Vice President, Business Development & External Affairs at Suffolk Construction, a construction contracting company, from February 2020 until March 2021. Prior to that, she was Vice President, Environment Health & Safety at General Electric (“GE”), a multinational conglomerate, from February 2008 to September 2019, and Vice President, Boston Development & Operations at GE, from January 2016 to September 2019. She was also the President of the GE Foundation from August 2015 to September 2019, where she oversaw GE’s $140 million annual charitable contributions. Before GE, she was a partner at Crowell & Moring in Washington, D.C. from 2006 to 2007, where she served as co-chair of the firm’s Environment and Natural Resources group. Prior to that, she served as General Counsel to the US EPA, as Counselor and Special Assistant to the Secretary of the U.S. Department of the Interior and as Chief Counsel to the U.S. Senate’s Environment and Public Works Committee. Ms. Klee serves on the board of directors of Wabtec Corporation (NYSE: WAB) and is the chair of the Compensation and Talent Development Committee and the Environmental, Social and Governance subcommittee of the Governance and Sustainability Committee. She holds a B.A. with High Honors in classics from Swarthmore College and a J.D. from the University of Pennsylvania Carey Law School. Qualifications: Ms. Klee was selected to serve on our Board because of her extensive experience as an environmental lawyer managing complex litigation and for her expertise in environmental law, regulation and policy and corporate responsibility matters. |

  9. Proposal 1: Election of Three Director Nominees

    | | The Board recommends a vote “FOR” the election of each of the director nominees set forth above to serve until the 2028 Annual Meeting of Stockholders. |

  10. Proposal 1: Election of Three Director Nominees

    Directors Continuing in Office Eight directors are serving for terms that will continue after the Annual Meeting until the Annual Meeting of Stockholders in 2026 or 2027, as applicable. The following brief biographical descriptions provide information regarding these directors’ individual experience, qualifications, attributes and skills and a brief statement of those aspects of our directors’ backgrounds that led us to conclude that they should serve as directors. Class III Directors (Terms Expire at 2026 Annual Meeting)

  11. Proposal 1: Election of Three Director Nominees

    | Sean Cunningham Age: 49 Director | Biographical Information: Sean L. Cunningham has served as a member of our Board since 2015 and was a member of Topco Parent’s Board of Managers from 2015 to November 2020. Mr. Cunningham joined GTCR, a private equity investment firm, in 2001 and is currently a Managing Director of the firm. Prior to joining GTCR, he worked as a consultant with The Boston Consulting Group. Mr. Cunningham serves on the board of directors of Maravai LifeSciences (NASDAQ: MRVI). He holds A.B. and B.E. degrees in engineering sciences from Dartmouth College and an M.B.A. from the Wharton School at the University of Pennsylvania. Qualifications: Mr. Cunningham was selected to serve on our Board because of his wide range of experience overseeing and assessing the performance of companies in our industry, decades-long investment practice and extensive knowledge of strategy and business development. |

  12. Proposal 1: Election of Three Director Nominees

    | Robert Knauss Age: 71 Director | Biographical Information: Robert B. Knauss has served as a member of our Board since October 2022. Mr. Knauss joined Warburg Pincus in 2013 and is currently a Managing Director advising on legal, policy, regulatory and compliance matters. Prior to that, Mr. Knauss served as the firm’s General Counsel from 2013 to 2020. Prior to joining Warburg Pincus, Mr. Knauss was a Corporate Partner at Munger, Tolles & Olson LLP, primarily focusing on mergers and acquisitions, corporate finance and securities and private equity. Prior to joining Munger, Tolles & Olson in 1981, he served as a Law Clerk for Justice William H. Rehnquist of the Supreme Court of the United States and the Honorable Walter R. Mansfield of the United States Court of Appeals for the Second Circuit. Mr. Knauss holds a B.A. from Harvard University and a J.D. from the University of Michigan Law School. Qualifications: Mr. Knauss was selected to serve on our Board because of his significant experience overseeing legal, regulatory and compliance matters, his knowledge of overseas markets, and his expertise with respect to corporate responsibility, cybersecurity, and enterprise risk management. |

  13. Proposal 1: Election of Three Director Nominees

    | Vincent Petrella Age: 64 Lead Independent Director | Biographical Information: Vincent K. Petrella has served as a member of our Board since November 2020 and was elected Lead Independent Director in January 2025. Mr. Petrella served as the Executive Vice President, Chief Financial Officer and Treasurer at Lincoln Electric Holdings, Inc. (“Lincoln Electric”), a welding, cutting and brazing products manufacturer, from January 2004 to April 2020. Prior to that, he served as Vice President, Corporate Controller from 1997 to 2003 and Internal Audit Manager from 1995 to 1997. Before Lincoln Electric, Mr. Petrella was an auditor at PricewaterhouseCoopers. Mr. Petrella serves on the board of directors of Applied Industrial Technologies, Inc. (NYSE: AIT) and The Gorman-Rupp Company (NYSE: GRC). Mr. Petrella holds a B.A. in business administration (accounting) from Baldwin Wallace University and is a Certified Public Accountant in Ohio (inactive). Qualifications: Mr. Petrella was selected to serve on our Board because of his significant global finance, accounting and international business development experience, his expertise with respect to audit committees and his wide-ranging experience as a director. |

  14. Proposal 1: Election of Three Director Nominees

    | Christopher Simon Age: 61 Director | Biographical Information: Christopher A. Simon has served as a member of our Board since August 2024. Mr. Simon has served as the President and Chief Executive Officer of Haemonetics Corporation (NYSE: HAE), a global medical technology company, since May 2016. Prior to that, Mr. Simon served as a Senior Partner of McKinsey & Company, a strategy and management consulting firm, where he led the Global Medical Products Practice. Prior to his career at McKinsey & Company, Mr. Simon served in commercial roles with Baxter International Inc. (formerly, Baxter Healthcare Corporation), a healthcare company, and as a U.S. Army Infantry Officer in Korea and with the 1st Ranger Battalion. Mr. Simon serves on the board of directors of Haemonetics Corporation and AdvaMed, a private, global trade association of companies that develop, produce, manufacture and market medical technologies. Mr. Simon holds a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School. Qualifications: Mr. Simon was selected to serve on our Board because of his extensive knowledge of healthcare supply chains and his management and business development experience in the healthcare industry. |

  15. Proposal 1: Election of Three Director Nominees

    Class I Directors (Terms Expire at 2027 Annual Meeting)

  16. Proposal 1: Election of Three Director Nominees

    | Constantine Mihas Age: 58 Director | Biographical Information: Constantine S. Mihas has served as a member of our Board since October 2020 and was a member of Topco Parent’s Board of Managers from 2015 to November 2020. Mr. Mihas joined GTCR in 2001 and is currently a Managing Director and Co-Chief Executive Officer of the firm. Mr. Mihas is a member of the Healthcare group at GTCR and has been instrumental in building the firm’s expertise in life sciences and medical devices. Prior to joining GTCR, Mr. Mihas was Chief Executive Officer and a co-founder of Delray Farms, a specialty food retailer. Prior to that, he was with McKinsey & Company. Mr. Mihas serves on the board of directors of Maravai LifeSciences (NASDAQ: MRVI) and several private companies. Mr. Mihas holds a B.S. with high distinction in finance and economics from the University of Illinois, Chicago and an M.B.A. with distinction from the Harvard Business School. Qualifications: Mr. Mihas was selected to serve on our Board because of his significant financial and investment experience, wide-ranging experience as a director and deep familiarity with our Company. |

  17. Proposal 1: Election of Three Director Nominees

    | James Neary Age: 60 Director | Biographical Information: James C. Neary has served as a member of our Board since October 2020 and was a member of Topco Parent’s Board of Managers from 2015 to November 2020. Mr. Neary is a Managing Director and partner at Warburg Pincus and joined the firm in 2000. Mr. Neary is Co-Head of US Private Equity and a member of the firm’s Executive Committee and previously led or co-led the firm’s technology, industrial and business services and healthcare groups. Mr. Neary serves on the board of directors of WEX Inc. (NYSE: WEX), a payment processing and information management services company, and is a member of the Leadership Development and Compensation Committee and Finance Committee. He previously served on the board of directors of Endurance International Group Holdings, Inc. from 2013 to 2021. He holds a B.A. in economics and political science from Tufts University and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University, where he was the Eugene Lerner Finance Scholar. Qualifications: Mr. Neary was selected to serve on our Board because of his extensive knowledge of strategy and business development, wide-ranging experience as a director and deep familiarity with our company. |

  18. Proposal 1: Election of Three Director Nominees

    | Michael Petras Age: 57 Chairman & CEO | Biographical Information: Michael B. Petras, Jr. has served as our Chief Executive Officer since June 2016 and as the Chairman of our Board since October 2020. Mr. Petras was also a member of Topco Parent’s Board of Managers from June 2016 to November 2020 and the Chairman of Topco Parent’s Board of Managers from January 2019 to November 2020. Prior to that, Mr. Petras served as Chief Executive Officer of Post-Acute Solutions at Cardinal Health, Inc., a multinational healthcare services company, from 2015 to 2016, and Chief Executive Officer of Cardinal Health at-Home, from 2013 to 2015. Mr. Petras was also the Chief Executive Officer for AssuraMed Holdings, Inc., a medical products supplier, from 2011 to 2013, which was sold to Cardinal Health. Prior to that, Mr. Petras was President and Chief Executive Officer at GE Lighting, a General Electric Company business unit, from 2008 to 2011. During his over 20-year career at GE, he held several management positions in multiple disciplines. Mr. Petras was named to the board of directors of the Cleveland Clinic in 2016 and elected Vice Chair of the board of directors in 2020. Mr. Petras also serves on the board of directors of John Carroll University. Mr. Petras holds a B.S.B.A. in finance from John Carroll University and an M.B.A. in marketing from Case Western Reserve University. Qualifications: Mr. Petras was selected to serve on our Board because of his perspective as our Chief Executive Officer as well as his extensive commercial, financial and general management experience across many global industries. |

  19. Proposal 1: Election of Three Director Nominees

    | David Wheadon Age: 67 Director | Biographical Information: David E. Wheadon, M.D. has served as a member of our Board since May 2021. Dr. Wheadon served as Senior Vice President of Global Regulatory Affairs, Patient Safety, and Quality Assurance at AstraZeneca Plc from December 2014 to July 2019. Prior to that, he was Executive Vice President, Research and Advocacy at Juvenile Diabetes Research Foundation International Inc., from May 2013 to December 2014, and Senior Vice President, Scientific and Regulatory Affairs at Pharmaceutical Research and Manufacturers of America (PhRMA), from January 2009 to May 2013. Dr. Wheadon also served as Vice President, Global Pharmaceutical Regulatory and Medical Science and Group Vice President, Global Pharmaceutical Regulatory Affairs at Abbott Laboratories from 2005 to 2009. Prior to joining Abbott Laboratories, Dr. Wheadon held senior regulatory and clinical development leadership positions at GlaxoSmithKline Plc and Eli Lilly and Company. Dr. Wheadon serves on the board of directors of Vaxart, Inc. (NASDAQ: VXRT) and Indivior, Inc (NASDAQ: INDV). Dr. Wheadon previously served on the board of directors of Karuna Therapeutics, Inc., Chemocentryx, Inc. and Assertio Holdings, Inc. He also serves on the board of directors of ConnectiveRx and on the board of trustees of Mount Sinai Health System. Dr. Wheadon holds an A.B. in biology, cum laude, from Harvard College and an M.D. from Johns Hopkins University. He completed his post-doctoral psychiatry fellowship at the Boston VA Medical Center and Tufts New England Medical Center. Qualifications: Dr. Wheadon was selected to serve on our Board because of his extensive experience in the biopharmaceutical industry and for his expertise in global health policy and regulatory affairs, product quality and patient safety. |

  20. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION 2024 Director Compensation Table The following table sets forth information regarding the compensation earned by or paid to each person who served as a non-employee director of our Board during 2024. We reimburse directors for reasonable out-of-pocket expenses incurred in connection with their service to the Board and covered such expenses in 2024. Mr. Petras, our Chairman and CEO, receives no compensation for his service as a director and is not included in this table. The compensation Mr. Petras received as CEO is presented in the Summary Compensation Table.

  21. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Ruoxi Chen | $77,500 | $224,997 | $302,497 | | Sean L. Cunningham | 77,500 | 224,997 | 302,497 | | David A. Donnini | 53,071 | 224,997 | 278,068 | | Karen A. Flynn | 81,449 | 224,997 | 306,446 | | Ann R. Klee | 97,500 | 224,997 | 322,497 | | Robert B. Knauss | 75,000 | 224,997 | 299,997 | | Constantine S. Mihas | 80,000 | 224,997 | 304,997 | | James C. Neary | 95,000 | 224,997 | 319,997 | | Vincent K. Petrella | 100,000 | 224,997 | 324,997 | | Christopher Simon | 33,261 | — | 33,261 | | David E. Wheadon | 85,000 | 224,997 | 309,997 |

  22. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) Reflects cash retainer payments paid for service on our Board or any committee of our Board in 2024. See “Non-Employee Director Compensation Policy.” Mr. Donnini’s cash retainer was prorated based on his services to the Board ceasing as of September 6, 2024 and Mr. Simon’s cash retainer was prorated based on his services to the Board beginning on August 1, 2024. (2) Amounts in this column reflect the aggregate grant date fair value of share-based compensation awarded during the year. The grant date fair value of this compensation was computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Stock Compensation. The assumptions that we used to calculate these amounts are discussed in Note 16, “Share-Based Compensation” and Note 1, “Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value does not necessarily correspond to the actual economic value that may be realized for these awards. Mr. Simon did not receive a 2024 RSU award because his service did not begin until August 1, 2024. As of December 31, 2024, each of our non-employee directors (except Messrs. Donnini and Simon) had 20,089 restricted stock units outstanding that were granted on May 24, 2024. Non-Employee Director Compensation Policy Our Board adopted a compensation policy for non-employee directors that became effective in connection with our IPO. Pursuant to this policy, non-employee directors receive the compensation described below. Our non-employee director compensation policy may be amended by our Board from time to time. Cash Compensation Each non-employee director is entitled to receive an annual cash retainer of $75,000 as remuneration for service to the Company, with an additional $7,500 for service on the Audit Committee (or, in the case of the chair of the Audit Committee, $25,000), an additional $5,000 for service on the LDC Committee (or, in the case of the chair of the LDC Committee, $20,000), and an additional $2,500 for service on the NCG Committee (or, in the case of the chair of the NCG Committee, $15,000). There is no additional compensation for service on the EO Litigation or Nordion Pricing Committees. The annual cash retainer is paid on a quarterly basis, pro-rated for any non-employee director whose service (or whose service in any of the additional capacities described above) begins or ends during a calendar year. Equity Compensation Each non-employee director is entitled to receive an annual grant of restricted stock units (“RSUs”) under the Sotera Health Company 2020 Omnibus Incentive Plan (“2020 Incentive Plan”) with a target grant date value of $225,000. The RSUs are time-based and generally vest in full on the earlier of (i) the first anniversary of the date of grant, and (ii) the date immediately prior to the Company’s next regular annual meeting of stockholders, in each case, subject to the director’s continued service through such date. Annual grants of RSUs are generally made on the day immediately after our regular annual meeting of stockholders to non-employee directors who are serving on our Board on such date. Expenses We reimburse our non-employee directors for all reasonable out-of-pocket expenses incurred in connection with their service on our Board, including attendance at meetings of the Board, the board of directors of any of our subsidiaries and any committees thereof, in accordance with the terms of our amended and restated bylaws and our expense reimbursement policy, as in effect from time to time.

  23. Compensation Discussion and Analysis

    2024 Business Performance Highlights 2024 marked the 19th consecutive year of annual revenue growth for the Company. On a consolidated basis, we grew revenue by 4.9%, which was 5.4% growth on a constant currency basis. Sterigenics, our largest reporting segment, delivered 4.6% revenue growth, which was 4.9% growth on a constant currency basis. Our Sterigenics team completed a facility expansion during the year, and significant progress was again made on numerous EO emissions control enhancements across its United States facilities. These enhancements continue to demonstrate our overarching commitment to safe operations for our employees, customers, and the communities in which we operate. Our Nordion segment delivered 8.0% revenue growth, which was 10.1% on a constant currency basis. Our Nordion team continues to make progress on their cobalt development programs, including the first installation of cobalt into a Darlington reactor with an expected cobalt-60 harvest in 2028. Finally, Nelson Labs achieved 3.4% revenue growth, which was also 3.4% growth on a constant currency basis, with strong double-digit revenue growth in both Embedded Labs and Expert Advisory Services. 2024 Executive Compensation Highlights Our executive compensation program is designed to align the interests of our executives with the interests of our shareholders and is guided by three core principles: ● We pay for performance. The majority of our executives’ compensation is contingent, rather than fixed, and subject to variability commensurate with Company and individual performance. We set challenging financial and operational performance goals designed to build sustainable, long-term shareholder value while embedding into individual performance goals objectives that advance the Company’s values. ● We balance the achievement of both short-term and long-term business performance goals. Executives receive short-term and long-term incentive awards, the values of which are dependent on Company performance. Annual variable cash compensation is based on the achievement of predetermined performance goals, which motivates executives to achieve key objectives that support the achievement of the Company’s long-term strategic goals. Long-term equity compensation aligns executive and shareholder interests by linking executive compensation to long-term value creation and stock price performance. ● We provide competitive compensation to attract, retain and motivate top talent. Our compensation programs are market competitive and enable us to attract, retain, and motivate highly talented individuals. We reward over-achievement and our highest performing executives can expect differentiated rewards, contributing to retention and engagement. The following summarizes the LDC Committee’s key actions with respect to our 2024 executive compensation program and demonstrates the program’s focus on the three principles described above. 2024 Annual Incentive Plan (AIP) Payouts. The Company’s 2024 performance produced payouts under our Annual Incentive Plan (“AIP”) at 94% of target for overall Company performance and at 91% of target for Sterigenics performance. Executive payouts are based on the achievement of applicable financial performance goals and individual performance, including the extent to which the executive demonstrates our core values. See “Annual Incentive Plan (AIP)” on page 42 for more information. Annual Long-Term Equity Incentive Awards Granted in 2024. In March 2024, we granted awards in our annual equity award cycle. Each NEO we employed as of March 2024 received a long-term equity incentive award comprised of stock options and time-based RSUs. Consistent with our compensation philosophy, we use equity incentive compensation to incentivize long-term value creation and align our executives’ interests with those of our shareholders. The LDC Committee also uses equity incentive compensation to attract and retain talent. Annual Long-Term Equity Incentive Awards Granted in 2025. In response to input from our shareholders, we revised the design of our 2025 long-term incentive program for our NEOs. In particular, shareholders have expressed a preference for long-term incentives that are tied to three-year financial objectives and that represent at least 50% of our NEOs’ long-term incentive awards. Our 2025 grants to NEOs directly address these preferences. In particular, we: ● Introduced performance share units (“PSUs”) into our grant mix for our NEOs, tied to the achievement of rigorous revenue and free cash flow goals over a three-year performance period; ● Further aligned our CEO’s total target pay with shareholder value creation by awarding him share appreciation units (“SAUs”) that are earned based on the achievement of stock price improvement goals over their three-year performance period; ● Introduced performance criteria to the RSUs granted to our non-CEO NEOs, tightening the linkage between these executives’ pay and shareholder value creation; and ● Structured the award mix to our NEOs such that at least 50% of the long-term incentives awarded in 2025 is tied to three-year performance goals. Consideration of 2024 Say-On-Pay Result Our shareholders vote annually, on an advisory basis, to approve the compensation of our NEOs as set out in the Compensation Discussion and Analysis section and in the compensation tables and accompanying narrative disclosure in the Proxy Statement. At our 2024 Annual Meeting, we received over 98% approval, based on the total votes cast, for our annual advisory say-on-pay proposal to approve the compensation of our NEOs. The LDC Committee believes these voting results demonstrate significant support for our NEO compensation program. The LDC Committee carefully considered this result as well as other factors in connection with its review of compensation policies and decisions during the remainder of 2024 and as it designed 2025 executive compensation. The LDC Committee will continue to work to monitor changes in executive compensation to keep our executive compensation program aligned with best practices in our competitive market. As noted above, in response to input from our shareholders we have revised our approach to long-term incentives granted to NEOs in 2025. Specifically, we have: ● Eliminated granting stock option awards in 2025 and replaced this long-term incentive component with PSUs that are tied to aspirational revenue and free cash flow goals over their three-year performance period; ● Established revenue and free cash flow goals for the PSUs that reflect cumulative performance over the full three-year performance period; ● Augmented our CEO’s 2025 total pay to better align with shareholder value creation by awarding him SAUs that are earned based on stock price increases over their three-year performance period; ● Added a performance feature to the RSU grant of our non-CEO NEOs, increasing alignment with shareholder value creation by tying the number of shares earned to stock price increases; and ● Designed these awards so that at least 50% of the shares underlying grants of 2025 long-term incentives to all of our NEOs is in the form of performance-based awards. 2024 Target Total Direct Compensation

  24. Compensation Discussion and Analysis

    | | What We Do | | What We Do Not Do | | | Require executives and directors to meet stock ownership levels | | No automatic or guaranteed salary increases | | | Directly align executives’ incentive opportunities with the creation of shareholder value by tying a majority of executive compensation to stock value | | No awards of compensation that would motivate actions that would risk the financial health of the Company | | | “Double-trigger” change in control equity vesting provisions | | No significant executive perquisites | | | Conduct annual assessments of potential risks associated with compensation programs | | No hedging or pledging of Company stock | | | Engage an independent compensation consultant to advise the LDC Committee | | No tax gross-ups (other than on customary reimbursement of relocation expenses) | | | Annual advisory non-binding vote to approve named executive officer compensation | | No repricing of underwater stock options | | | Include three-year performance goals in 2025 PSU awards to NEOs | | | | | Designed our program so that at least 50% of long-term incentives awarded to NEOs in 2025 are tied to achievement of three-year goals | | |

  25. Compensation Discussion and Analysis

    First Compensation Principle: Paying for Performance Executive compensation, including merit increases and annual incentive payouts, is determined primarily by Company performance and individual performance. An individual’s annual performance can positively or negatively impact that individual’s opportunity for merit base pay increases. Earned values under our AIP are directly tied to Company-wide and business unit success. Demonstrating the link between pay and performance, while we delivered both revenue and EBITDA growth in 2024, we fell just short of our target, which resulted in an AIP payout at 94% of target for overall Company performance. Equity incentive compensation further aligns our NEOs’ compensation with long-term Company performance. Stock options are valuable only to the extent the stock price increases from the grant date, and the performance of our stock drives, by definition, the value of RSUs. Second Compensation Principle: Driving Achievement of Short- and Long-Term Business Performance Goals We believe it is important to reward achievement of both annual and long-term business goals, and we structure our performance-based compensation accordingly. We maintain an Annual Incentive Plan, pursuant to which the LDC Committee sets performance targets to motivate NEOs to achieve our short-term financial and operational objectives, helping ensure accountability for progress toward longer-term strategic goals. Under our AIP, NEOs receive annual cash incentive opportunities tied to the achievement of both target annual EBITDA performance metrics set for the Company (and, in Mr. Rutz’s case, for the Sterigenics business and the Company) and individual performance factors, which include individual performance against Company values foundational to our Company’s culture, including our corporate responsibility initiatives. See “Annual Incentive Plan (AIP)” on page 42 for additional detail about our annual performance assessment process. While we believe incentivizing the achievement of annual business goals is critical, we strive to reward an appropriate balance of annual and long-term financial and strategic business results. Our pay mix is designed to deliver over 50% of NEOs’ target total compensation in the form of equity awards linked to the value of our stock. We use equity awards to incentivize and reward long-term value creation and align our executives’ interests with those of our shareholders. In connection with our Initial Public Offering in 2020, the NEOs with the Company at that time (Mr. Petras and Mr. Rutz) received long-term equity incentive awards consisting of stock option awards and time-based RSUs, which vested over a four-year term beginning on the first anniversary of the grant date (the “IPO Equity Awards”). No additional long-term equity awards were granted in 2021 to recipients of the IPO Equity Awards. In 2022, we commenced an annual equity award cycle and each NEO we employed in March 2022 received a long-term equity incentive award comprising stock option awards and time-based RSUs. We continued with our annual equity award cycle in 2023 and in 2024, making a long-term equity incentive award grant comprised of stock option awards and time-based RSUs to each NEO we employed in March 2024. In direct response to input from our shareholders, our 2025 long-term incentive awards to NEOs were comprised of at least 50% PSUs, which are tied to the achievement of three-year goals. In addition, our 2025 awards of RSUs to NEOs include an incentive tied to stock price improvement, and we have not granted options to NEOs in 2025. Our policies and practices regarding stock option and RSU grants, including the timing of grants and the determination of the exercise price, are further described beginning on page 54. The stock ownership guidelines we adopted to further align the interests of our senior executive team, executive officers and directors with those of our shareholders are further described on page 49. Third Compensation Principle: Paying Competitively to Attract and Retain Top Talent Our compensation program is designed to attract, retain and motivate high-performing executives critical to the Company’s short- and long-term success. As described in more detail below, we seek to provide an overall level of total compensation for our executive officers that is reasonable in relation to, and competitive with, the compensation similarly situated peer leader companies in our industry pay, subject to variation for individual factors such as experience, performance, duties, scope of responsibility, prior contributions and future potential contributions to our business. With the assistance of our independent compensation consultant, the LDC Committee monitors market trends, including the prevalence of compensation delivery mechanisms, and adjusts the design and operation of our executive compensation program periodically as the LDC Committee deems appropriate, including to achieve our executive retention objectives. We believe our current compensation program, in particular our equity incentive program, provides high retentive value for the members of our leadership team who are critical to the Company’s success. Compensation-Setting Process The Role of the LDC Committee The LDC Committee establishes our executive compensation philosophy and annually reviews and approves our executive compensation program. The LDC Committee reviews and approves each NEO’s base salary and target and earned annual cash incentive awards, and recommends to the full Board for approval the elements and target value of each NEO’s long-term equity incentive award. The Board (without the CEO’s participation) also reviews and approves each element of our CEO’s compensation. The LDC Committee is authorized to retain independent advisors to assist the LDC Committee in carrying out its responsibilities and, in 2021 through 2024, the LDC Committee retained Exequity to review and provide input on our executive compensation program. At least annually, the LDC Committee reviews with Exequity the executive compensation program, including incentive compensation plans and arrangements, to: (i) help ensure the elements of our compensation program are based on appropriate measures, goals and targets for our industry and our business objectives; (ii) help ensure our program is achieving its intended purpose of incentivizing achievement of short-and long-term business goals, as well as attracting and retaining executive talent; and (iii) determine whether any changes to our compensation program are advisable. The Role of our CEO and Management The LDC Committee works with members of management, including our CEO and Chief Human Resources Officer (“CHRO”), to determine the compensation of our NEOs and certain other executives. Management further works with the LDC Committee annually to recommend the structure of our AIP, to develop AIP performance metrics, including threshold, target and maximum performance levels, and to evaluate actual Company performance against selected measures.

  26. Compensation Discussion and Analysis

    Additionally, the CEO makes recommendations to the LDC Committee regarding the compensation of the other NEOs and certain other executives. At the beginning of each year, our CEO reviews our NEOs’ and certain other executives’ prior year’s performance and makes recommendations to the LDC Committee for each element of such executives’ compensation (other than his own), including any salary adjustments, adjustments to AIP target as a percentage of salary for the current year, actual AIP payout for the previous year, and target grant date value of long-term equity awards. The CEO’s compensation recommendations are based on his performance evaluation of each executive, the Company’s performance in the preceding year, and data provided by Exequity concerning compensation practices among the Company’s compensation peer group. The LDC Committee considers the CEO’s recommendations when making executive compensation decisions, but the LDC Committee (and the Board, with respect to equity awards and CEO compensation) retains full discretion to set all compensation for our NEOs. For further discussion of the annual performance management process, see “Compensation Elements for 2024 — Annual Incentive Plan (AIP).” The Role of the Compensation Consultant The LDC Committee engaged Exequity as its independent compensation consultant for 2024. Although Exequity periodically meets with the CEO and CHRO to gather information and provide advice about management proposals to the LDC Committee, Exequity reports directly to the LDC Committee and not to management. Pursuant to its charter, the LDC Committee makes all determinations regarding the terms of the Company’s engagement with Exequity, including the services Exequity provides to the Company and the fees paid for those services. The LDC Committee retains the prerogative to replace its compensation consultant or hire additional advisors at any time. At the invitation of the LDC Committee, representatives of Exequity attend meetings of the LDC Committee. The LDC Committee also communicates with Exequity outside of meetings as needed. The LDC Committee has assessed the independence of Exequity, as required under Nasdaq listing rules. Exequity has no affiliations with any of the NEOs or members of the Board other than in its role as an outside consultant. Additionally, the LDC Committee has considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Exequity. Based on this review, the LDC Committee is not aware of any conflict of interest that has been raised by the work performed by Exequity. The nature and scope of services that Exequity provided in 2024 included the following: ● Advice and assistance developing a relevant compensation peer group; ● Advice and assistance regarding compensation best practices and market trends for executives and directors, including new hire executive compensation packages and retention incentive programs; ● Analysis of appropriate levels and design of total overall compensation and each element of compensation for our NEOs and directors; ● Consultation on the design of 2025 long-term incentives that would be responsive to input from shareholders and enhance the performance linkages to these awards; ● Consultation on technical matters such as the taxation of executive pay arrangements and assistance with disclosure of executive pay arrangements; ● Annual assessment of potential risks associated with compensation programs; and ● Advice and assistance developing various Company policies or programs. Competitive Positioning Consistent with our goal of providing competitive compensation to attract and retain executives, the LDC Committee reviews market data on executive compensation levels and practices drawn from a group of peer companies similar to the Company in industry focus, revenue and market capitalization. While the LDC Committee does not specifically target any particular percentile for any element of an NEO’s compensation, it does generally consider as a reference point the market median for each element of an NEO’s compensation. The LDC Committee assessed our 2023 compensation peer group for 2024 compensation decisions, based on a review by Exequity, and the LDC Committee approved several changes. The 2023 peer group consisted of companies that we identified as serving with the Company for executive talent, business competitors, and companies referenced in the executive pay benchmarking processes disclosed by such talent and business competitors. In identifying candidates for the peer group, in consultation with Exequity, the LDC Committee reviewed companies that generally operated within the following industry segments: Health Care Equipment, Life Sciences Tools and Services, Health Care Supplies, Biotechnology and Pharmaceuticals, and Health Care Technology. When assessing potential peers with these characteristics, the LDC Committee further considered the relative sizes of those peer candidates in relation to the Company. The LDC Committee generally sought to include peer candidates with annual revenues of 0.5x – 4.0x the Company’s revenues and a total enterprise value of 0.2x – 3x the Company’s total enterprise value. The LDC Committee also reviewed peer candidates’ EBITDA relative to the Company’s as an indicator of each company’s scale and performance. For 2024, Abiomed, Inc. was removed due to its acquisition, and Catalent, Inc. and Charles River Laboratories International, Inc. were removed primarily due to their disparate sizes relative to the Company. In considering potential additions for the 2024 peer group, the LDC Committee reviewed companies within the industry segments mentioned above with annual revenues and total enterprise value of between 0.4x and 2.5x of the Company’s annual revenues and total enterprise value. The LDC Committee also reviewed peer candidates’ EBITDA relative to the Company’s as an indicator of each company’s scale and performance. Based on this analysis, Maravai LifeSciences Holdings, Inc. was added to the peer group. The compensation peer group used for 2024 compensation decisions consisted of the following companies:

  27. Compensation Discussion and Analysis

    | ● Market-competitive pay levels and designs, as informed by analysis of peer group data ● Experience, knowledge, skills, qualifications, tenure in position, and expected future contributions of the individual, including with respect to EO litigation ● The need to attract and retain executives with the unique talents and experience to preside over our continued success in an environment of extraordinary challenges | ● Performance of the executive in relation to short- and long-term business imperatives ● Relative scope of each NEO’s responsibilities ● Recommendations of our CEO (except with respect to his own compensation) ● Historical compensation ● Internal pay equity |

  28. Compensation Discussion and Analysis

    (1) Please refer to the Summary Compensation Table for actual base salary amounts earned by our NEOs in 2022, 2023 and 2024, as applicable. Annual Incentive Plan (AIP) Our AIP is designed to reward high performance, help ensure employees are aligned with our mission, values and priorities and provide market competitive rewards. Our executive officers (including our NEOs) are eligible to participate in our AIP. The LDC Committee administers the AIP with respect to our NEOs by approving annual performance metrics, including threshold, target and maximum performance levels, establishing performance targets as a percentage of base salary for each NEO, and evaluating actual Company performance against selected measures. The annual cash incentive opportunities set for our NEOs under our 2024 AIP were tied to (i) the Company’s achievement of financial performance goals (and Sterigenics’ financial performance goals, in Mr. Rutz’s case) approved by the LDC Committee at the beginning of the applicable performance period, and (ii) individual performance. There is no AIP payout if the Company does not (or, in the case of Mr. Rutz, the Company and Sterigenics do not) achieve threshold performance for the financial performance metric. The target financial metrics for the Company and Sterigenics for our 2024 AIP are included in the below table. Our 2024 AIP financial performance metric for the Company (“Company AIP Metric”) was based on our non-GAAP financial measure, Adjusted EBITDA. In general, Adjusted EBITDA for these purposes is calculated as net income (loss) before interest expense, provision (benefit) for incomes taxes, depreciation (including depreciation of Co-60 used in our operations), amortization, and certain other adjustments that we do not consider in our evaluation of our ongoing operating performance from period to period. The 2024 Company AIP Metric was calculated in a manner consistent with the calculation of Adjusted EBITDA as reported in the Company’s Form 10-K for the year ended December 31, 2024, subject to adjustments as deemed appropriate by the LDC Committee. Our 2024 AIP financial performance metric for Sterigenics (“Sterigenics AIP Metric”) was based on Sterigenics Segment Income excluding the impacts of the Corporate allocation. In general, Sterigenics Segment Income for these purposes is calculated as Sterigenics net income (loss) before interest expense, provision (benefit) for income taxes, depreciation (including depreciation of Co-60 used in our operations), amortization, and certain other adjustments that we do not consider in our evaluation of our ongoing operating performance from period to period. The 2024 Sterigenics AIP Metric was calculated in a manner consistent with the calculation of Sterigenics Segment Income, excluding the Corporate allocation, as reported in the Company’s Form 10-K for the year ended December 31, 2024. AIP performance between threshold, target and maximum goals is determined based on linear interpolation. Target levels of performance were based on the Company’s beginning-of-year business plan, and were consistent with external guidance. The targets were deemed by the LDC Committee to be challenging but attainable with excellent performance. The ranges of performance from threshold to target were developed as a function of the variability of Company-wide Adjusted EBITDA and Sterigenics Segment Income, and are generally consistent with ranges employed by companies in our industry and in the general market with respect to EBITDA goals.

  29. Compensation Discussion and Analysis

    | 2024 Financial Performance Goal (dollars in millions) | Performance as Percentage of Target | AIP Earned Value (as % of Target Opportunity) | | Company AIP Metric | | | | Below Threshold: Adjusted EBITDA < $511.5 million | <90% | 0% | | Threshold: Adjusted EBITDA of $511.5 million | 90% | 70% | | Target: Adjusted EBITDA of $568.6 million | 100% | 100% | | Maximum: Adjusted EBITDA of $636.8 million or more | 112% | Up to a maximum of 200% | | Sterigenics AIP Metric | | | | Below Threshold: Adjusted EBITDA of < $385.0 million | <90% | 0% | | Threshold: Adjusted EBITDA of $385.0 million | 90% | 70% | | Target: Adjusted EBITDA of $428.1 million | 100% | 100% | | Maximum: Adjusted EBITDA of $479.4 million or more | 112% | Up to a maximum of 200% |

  30. Compensation Discussion and Analysis

    The 2024 target bonus opportunities for Mr. Petras, Mr. Lyons, Mr. Rutz and Mr. Dimitrief were, respectively, 125%, 70%, 60%, and 50% of their base salaries. Individual bonus payouts for Mr. Petras, Mr. Lyons and Mr. Dimitrief were determined by Company performance (80% of award) and individual performance (20% of award). Mr. Rutz’s bonus was determined by the performance of both the Company and Sterigenics (80% of award, with Sterigenics performance having a 75% weighting and Company performance a 25% weighting) and his individual performance (20% of award). In determining annual incentive payouts payable for the achievement of financial performance goals, following the close of the fiscal year, the LDC Committee considered actual Company and Sterigenics performance against the financial performance metrics set forth in the table above. The LDC Committee assessed the Company AIP Metric to account for any extraordinary, unusual, or non-recurring events during the performance period, and no such adjustments were made. The LDC Committee also assessed and then adjusted the Sterigenics AIP Metric to account for the removal of corporate costs allocated to the Sterigenics segment. Corporate operating expenses include executive management, accounting, information technology, legal, human resources, treasury, investor relations, corporate development, tax, purchasing, marketing, and other corporate departments that are directly incurred by Sterigenics, as well as an allocation primarily based on total net revenue of corporate operating expenses not directly incurred by the segments. The results for our 2024 Company AIP Metric and Sterigenics AIP Metric were $548.6 million and $411.4 million, respectively. The 2024 financial performance goals set forth under our AIP for overall Company performance and for Sterigenics performance were achieved at 97.5% of target and 97% of target, respectively. The following table details the Company’s and Sterigenics’ Adjusted EBITDA performance in relation to the pre-established goals, as well as the related payout factors resulting from 2024 performance. Note the threshold, target and maximum numbers differ from the table above exclusively due to currency exchange rates:

  31. Compensation Discussion and Analysis

    | | Annual Incentive Threshold (1) | | Annual Incentive Target | | Actual 2024 AIP Bonus Payout | | | | % of Base Salary | Amount ($) | % of Base Salary | Amount ($) | % of Base Salary | Amount ($) | | Michael B. Petras, Jr.(2) | 88% | $952,320 | 125% | $1,360,457 | 118% | $1,278,830 | | Jonathan M. Lyons(2) | 49% | 241,702 | 70% | 345,289 | 66% | 324,571 | | Michael P. Rutz(2) | 42% | 206,608 | 60% | 295,154 | 55% | 270,804 | | Alexander Dimitrief | 35% | 210,000 | 50% | 300,000 | 47% | 282,000 |

  32. Compensation Discussion and Analysis

    (1) No payout is made for performance below threshold levels. (2) Amounts shown for Messrs. Petras, Rutz and Lyons are blended to reflect their base salary prior to and following his base salary increase. Long-Term Equity Incentive Compensation Consistent with our compensation philosophy, we use equity incentive compensation to incentivize long-term value creation and align our executives’ interests with those of our shareholders. The LDC Committee also uses equity incentive compensation to attract and retain talent. In 2024, we granted annual long-term equity incentive awards to our named executive officers. Our annual long-term equity incentive awards (the “2024 Annual Equity Awards”) are a component of our annual executive compensation package, designed to incentivize long-term value creation and align executives’ interests with those of our shareholders. 2024 Annual Equity Awards. As described above, in “2024 Compensation Decisions,” in March 2024, the LDC Committee recommended long-term equity incentive awards to each NEO we employed as of March 2024 considering, among other things, the executive’s 2023 performance and contributions to the Company’s key short- and long-term strategic goals, the executive’s experience, skills and expected future contributions, and peer group data (the “March 2024 Annual Equity Awards”). The Board, upon the recommendation of the LDC Committee approved the March 2024 Annual Equity Awards for the non-CEO NEOs and, without the involvement of the CEO, approved the CEO’s March 2024 Annual Equity Award. The target long-term incentive mix for the March 2024 Annual Equity Awards was 50% stock options and 50% RSUs. As explained above, for 2024, the LDC Committee determined that a combination of stock options and RSUs tightly aligned executives’ incentive opportunities with the creation of shareholder value. Stock options provide value only to the extent that stock price rises, and RSUs help bolster the retention attributes of the program, which are critical in Sotera Health’s continued environment of challenging and variable operating conditions. Also as noted above, the LDC Committee takes the input of shareholders seriously, and consistent with feedback provided by shareholders following the 2024 say-on-pay vote, has implemented (starting in 2025) a change in the mix of our long-term incentive vehicles to eliminate stock option awards for 2025 and instead grant PSUs tied to three-year performance goals, SAUs awarded to our CEO to further align his pay with shareholder value creation, and to incorporate performance metrics in RSU awards. These changes will be further described in our 2026 proxy statement reporting on 2025 compensation decisions. The table below indicates the target value of the executive’s 2024 Annual Equity Award. Based on the LDC Committee’s assessment of his strong performance and contributions in 2023, Mr. Petras’ annual equity target award value was increased to $8,000,000 from $7,500,000.

  33. Compensation Discussion and Analysis

    | Named Executive Officer | 2024 Annual Equity Award Target Value ($) | | 2024 Annual Equity Awards | | | Michael B. Petras, Jr. | $8,000,000 | | Jonathan M. Lyons | 1,200,000 | | Michael P. Rutz | 1,000,000 | | Alexander Dimitrief | 1,500,000 |

  34. Compensation Discussion and Analysis

    The following sections further describe the equity incentive compensation awarded to our NEOs under the 2020 Incentive Plan in 2024. Calculation of Equity Awards When granting equity awards, we use formulas to calculate the number of RSUs and stock options to be granted to our employees based on the target value of the award. When granting RSUs, we determine the number of shares of stock to be granted by dividing the target award value by the closing sales price on the date of grant as quoted on the Nasdaq stock market (the “Fair Market Value”). When granting stock options, we divide the target value by the product of a specified multiplier and the Fair Market Value of our common stock. The specified multiplier is calculated as the product of the fair value of the option award as computed using the Black-Scholes Option Pricing Model prior to the grant date and the Fair Market Value of our common stock. Stock Options For 2024, the LDC Committee determined that stock option awards were an appropriate long-term incentive vehicle because they offer an immediate link between shareholder value creation and executive rewards, and because share price needs to rise for the option holder to receive any value from the award. As such, options directly tie executives’ realizable pay opportunities to the creation of shareholder value. The grant value of the 2024 Annual Equity Awards was comprised of approximately 50% stock options to purchase shares of our common stock. The table below shows the number of stock options granted to Messrs. Petras, Lyons, Rutz, and Dimitrief on March 4, 2024. The options granted as 2024 Annual Equity Awards generally vest in equal annual installments over a three-year vesting period. Continued service of the executive during the vesting period is generally required. The option awards have a contractual term of 10 years.

  35. Compensation Discussion and Analysis

    | Named Executive Officer | Exercise Price ($/Sh) | Options (#) | | 2024 Annual Equity Awards (Stock Options) | | | | Michael B. Petras, Jr. | $14.59 | 544,509 | | Jonathan M. Lyons | 14.59 | 81,676 | | Michael P. Rutz | 14.59 | 68,063 | | Alexander Dimitrief | 14.59 | 102,095 |

  36. Compensation Discussion and Analysis

    The exercise price of each option award granted in 2024 is the closing share price of our common stock on the date the stock options were granted. Please refer to “Potential Payments Upon Termination or Change in Control” on page 61 for more information regarding the post-employment treatment of each NEO’s unvested option awards. For a description of grant date fair values related to stock options granted to our NEOs in 2024, and related valuation assumptions, see note 4 to the 2024 Summary Compensation Table. Restricted Stock Units RSUs enhance the linkage between shareholder value creation and executive rewards and the value of an RSU is directly tied to our stock price. In addition, RSUs are a powerful retention incentive vehicle and are therefore especially critical to a company like Sotera that faces unique operating challenges and volatility. Each RSU represents the right to receive one share of our common stock. The grant value of the 2024 Annual Equity Awards was comprised of approximately 50% RSUs. The table below shows the number of RSUs granted to Messrs. Petras, Lyons, Rutz, and Dimitrief on March 4, 2024. The RSUs granted as 2024 Annual Equity Awards generally vest in equal annual installments over a three-year period beginning on the first anniversary of March 2, 2024. Continued service of the executive during the vesting period is generally required.

  37. Compensation Discussion and Analysis

    | Named Executive Officer | RSU (#) | | 2024 Annual Equity Awards (RSUs) | | | Michael B. Petras, Jr. | 274,160 | | Jonathan M. Lyons | 41,124 | | Michael P. Rutz | 34,270 | | Alexander Dimitrief | 51,405 |

  38. Compensation Discussion and Analysis

    We maintain and operate a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) to comply with clawback rules adopted by the Securities and Exchange Commission (the “SEC”) and Nasdaq. In general, effective October 2, 2023, the Clawback Policy requires the Company to recover from certain current and former executive officers of the Company (“Covered Officers”), in a reasonably prompt manner, erroneously awarded compensation awarded to a Covered Officer in the event of an accounting restatement, without regard to any taxes paid. “Erroneously awarded compensation” is generally the amount of incentive-based compensation received by a Covered Officer (including the NEOs), during an applicable three fiscal-year recovery period immediately preceding an accounting restatement trigger date, that exceeds the amount of incentive-based compensation that would have been received by such Covered Officer during such period had it been determined based on the relevant restated amounts. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Clawback Policy is generally limited to any compensation granted, earned or vested (on or after October 2, 2023) based wholly or in part on the attainment of one or more financial reporting measures, and “financial reporting measure” includes stock price and total shareholder return. The recovery of such incentive-based compensation under the Clawback Policy applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Company generally is not required to recover such excess compensation if the LDC Committee has made a determination that recovery would be impracticable and (1) the Company has already attempted to recover such amount but the direct expense paid to a third party to assist in enforcing the Clawback Policy would exceed the amount to be recovered, (2) recovery would violate applicable home country law that was adopted prior to November 28, 2022, or (3) recovery would likely cause an otherwise tax qualified retirement plan to fail to meet the requirements of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the loss of such recovered compensation. The LDC and Audit Committees oversee the administration of the Clawback Policy. Compensation Risk Considerations In consultation with Exequity, the LDC Committee has reviewed our compensation program to assess whether it presents risks that are reasonably likely to have a material adverse effect on the Company. In particular, the LDC Committee has reviewed and considered our compensation policies and practices, including our mix of short- versus long-term incentives; cash- versus stock-based awards; stock ownership guidelines; assessment of individual performance against Company values; and the independent Board oversight of our compensation program. Based on this review, the LDC Committee agreed with Exequity’s assessment that the compensation program does not present risks that are reasonably likely to have a material adverse effect on the Company. Our LDC Committee conducts this assessment annually. Policies and Practices Regarding Equity Awards Under the Company’s policies and practices, in general, the Company does not grant equity awards when in possession of material non-public information. While the Company does not have predetermined, fixed dates upon which grants must be made, in generally, our broad-based equity awards (including stock options, and including grants to our NEOs) will be granted at approximately the same time each year (early March) following our release of full-year financial results. These grants are generally approved at regularly scheduled LDC Committee meetings or via unanimous written consent executed by the LDC Committee during February each year. Such LDC Committee meetings are generally scheduled at least one year in advance. When equity grants are approved outside of our regular annual cycle (for example, in connection with a new hire, promotion or retention incentive), grants are generally made following the release of our next quarterly financial results. Stock options are granted only with an exercise price equal to the closing price of the Company’s stock on the date of grant. As a general matter, the LDC Committee does not take material nonpublic information into account when determining the timing and terms of stock option awards. Due to the grant timing described above, grants are generally made during open trading windows. This grant timing is used to provide for a routine and regular grant practice regarding stock options, and in order to make sure that material nonpublic information is not a factor in decisions about the timing or size of stock option grants. In this sense, the Committee acts in a neutral manner with respect to the existence (or lack thereof) of material nonpublic information when making stock option grants. Further, the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The table below represents the instances when the Company granted stock options during fiscal year 2024 to any of our NEOs during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information:

  39. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  40. Compensation Tables

    | Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Option Awards (4) | Non-Equity Incentive Plan Compensation (5) | All Other Compensation (6) | Total | | Michael B. Petras, Jr. Chairman and CEO | 2024 | $1,088,365 | — | $3,999,994 | $4,007,275 | $1,278,830 | $18,004 | $10,392,468 | | | 2023 | 1,050,000 | — | 3,749,995 | 3,745,697 | 1,137,938 | 17,375 | 9,701,005 | | | 2022 | 1,038,462 | — | 3,749,997 | 10,712,705 | 1,142,308 | 16,386 | 16,659,858 | | Jonathan Lyons SVP, CFO | 2024 | 493,269 | — | 599,999 | 601,089 | 324,571 | 119,744 | 2,138,672 | | | 2023 | 237,500 | $200,000 | 1,299,973 | 298,791 | 141,312 | — | 2,177,576 | | Michael P. Rutz President of Sterigenics | 2024 | 491,923 | 700,000 | 499,999 | 500,905 | 270,804 | 17,878 | 2,481,509 | | | 2023 | 464,615 | 300,000 | 499,996 | 499,424 | 249,498 | 16,706 | 2,030,239 | | | 2022 | 445,385 | — | 499,989 | 497,220 | 253,201 | 17,146 | 1,712,941 | | Alexander Dimitrief SVP and General Counsel | 2024 | 600,000 | — | 749,999 | 751,361 | 282,000 | 7,611 | 2,390,971 | | | 2023 | 600,000 | — | — | — | 260,100 | 2,077 | 862,177 | | | 2022 | 90,000 | 1,500,000 | 1,499,995 | 1,991,351 | 39,600 | 1,038 | 5,121,984 |

  41. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards 2024 Grants of Plan-Based Awards The following table sets forth information regarding plan-based awards granted to each of our NEOs during the fiscal year ended December 31, 2024. Each RSU and stock option award was granted under our 2020 Incentive Plan.

  42. 2024 Grants of Plan-Based Awards

    | | | | | Estimated possible payouts under non-equity incentive plan awards (1) | | | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($) | | Name | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Michael B. Petras, Jr. | Annual Incentive Plan | 3/4/2024 | 2/20/2024 | $952,320 | $1,360,457 | $2,720,914 | — | — | — | — | | | 2020 Incentive Plan RSUs | 3/4/2024 | 2/21/2024 | — | — | — | 274,160(2) | — | — | $3,999,994 | | | 2020 Incentive Plan Stock Option | 3/4/2024 | 2/21/2024 | — | — | — | — | 544,509(3) | $14.59 | 4,007,275 | | Jonathan Lyons | Annual Incentive Plan | 3/4/2024 | 2/20/2024 | 241,702 | 345,288 | 690,577 | — | — | — | — | | | 2020 Incentive Plan RSUs | 3/4/2024 | 2/21/2024 | — | — | — | 41,124(2) | — | — | 599,999 | | | 2020 Incentive Plan Stock Options | 3/4/2024 | 2/21/2024 | — | — | — | — | 81,676(3) | 14.59 | 601,089 | | Michael P. Rutz | Annual Incentive Plan | 3/4/2024 | 2/20/2024 | 206,607 | 295,154 | 590,307 | — | — | — | — | | | 2020 Incentive Plan RSUs | 3/4/2024 | 2/21/2024 | — | — | — | 34,270(2) | — | — | 499,999 | | | 2020 Incentive Plan Stock Option | 3/4/2024 | 2/21/2024 | — | — | — | — | 68,063(3) | 14.59 | 500,905 | | Alexander Dimitrief | Annual Incentive Plan | 3/4/2024 | 2/20/2024 | 210,000 | 300,000 | 600,000 | — | — | — | | | | 2020 Incentive Plan RSUs | 3/4/2024 | 2/21/2024 | — | — | — | 51,405(2) | — | — | 749,999 | | | 2020 Incentive Plan Stock Options | 3/4/2024 | 2/21/2024 | — | — | — | — | 102,095(3) | 14.59 | 751,361 |

  43. 2024 Grants of Plan-Based Awards

    (1) Represents the threshold, target and maximum values for payments under the Company’s AIP with respect to service in 2024. No payout is received for performance under the threshold metric. For each of Messrs. Petras, Lyons and Rutz, amounts shown are blended to reflect his base salary prior to and following his base salary increase. See “Compensation Elements for 2024 — Annual Incentive Plan (AIP).” For actual payouts under the AIP in 2024, see the “Non-Equity Incentive Plan Compensation” column in the 2024 Summary Compensation Table. (2) These RSUs vest in three substantially equal annual installments, with the first installment vesting on March 2, 2025, subject generally to the NEO’s continued employment through each applicable vesting date. (3) These stock options vest in three substantially equal annual installments, with the first installment vesting on March 2, 2025, subject generally to the NEO’s continued employment through each applicable vesting date. Outstanding Equity Awards at 2024 Year-End The following table sets forth information regarding outstanding equity awards held as of December 31, 2024 by each of our NEOs. Except for shares of unvested restricted common stock held by Mr. Rutz, each of these awards were granted under the 2020 Incentive Plan.

  44. 2024 Grants of Plan-Based Awards

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (14) | | Michael B. Petras, Jr. | 1,118,012(1) | — | $23.00 | 11/20/2030 | — | — | | | 319,288(2) | 159,644(2) | 20.03 | 3/2/2032 | — | — | | | 2,108,356(3) | — | 6.37 | 11/7/2032 | — | — | | | 134,698 | 269,396(4) | 17.59 | 3/6/2033 | — | — | | | — | 544,509(5) | 14.59 | 3/4/2034 | — | — | | | — | — | — | — | 62,407(6) | $853,728 | | | — | — | — | — | 142,126(7) | 1,944,284 | | | — | — | — | — | 274,160(12) | 3,750,509 | | Jonathan Lyons | 11,213(8) | 22,427(8) | 16.89 | 8/7/2033 | — | — | | | — | 81,676(5) | 14.59 | 3/4/2034 | — | — | | | — | — | — | — | 11,841(9) | 161,985 | | | — | — | — | — | 39,471(10) | 539,963 | | | — | — | — | — | 41,124(12) | 562,576 | | Alexander Dimitrief | 602,387(11) | — | 6.37 | 11/7/2032 | — | — | | | — | 102,095(5) | 14.59 | 3/4/2034 | — | — | | | — | — | — | — | 51,405(12) | 703,220 | | Michael P. Rutz | 111,801(1) | | 23.00 | 11/20/2030 | — | — | | | 42,570(2) | 21,287(2) | 20.03 | 3/2/2032 | — | — | | | 17,959 | 35,920(4) | 17.59 | 3/6/2033 | — | — | | | — | 68,063(5) | 14.59 | 3/4/2034 | — | — | | | — | — | — | — | 8,322(6) | 113,845 | | | — | — | — | — | 18,950(7) | 259,236 | | | — | — | — | — | 34,270(12) | 468,813 | | | — | — | — | — | 41,861(13) | 572,659 |

  45. 2024 Grants of Plan-Based Awards

    (1) These stock options were granted in connection with our IPO. (2) These stock options vested or vest in substantially equal yearly installments on March 2, 2023, March 2, 2024, and March 2, 2025, subject to continued employment through each applicable vesting date. (3) These stock options were granted as an incentive award and vested in three installments, with 30% of the stock options vesting on each of November 7, 2023 and on May 7, 2024 and 40% of the stock options vesting on November 7, 2024. (4) These stock options vested or vest in three substantially equal installments on March 2, 2024, March 2, 2025, and March 2, 2026, subject to continued employment through each applicable vesting date. (5) These stock options vested or vest in three substantially equal installments on March 2, 2025, March 2, 2026, and March 2, 2027, subject generally to continued employment through each applicable vesting date. (6) These RSUs vested or vest in substantially equal yearly installments on March 2, 2023, March 2, 2024, and March 2, 2025, subject to continued employment through each applicable vesting date. (7) These RSUs vested or vest in three substantially equal installments on March 2, 2024, March 2, 2025, and March 2, 2026, subject to continued employment through each applicable vesting date. (8) These stock options vested or vest in three substantially equal installments on August 5, 2024, August 5, 2025 and August 5, 2026, subject to continued employment through each applicable vesting date. (9) These RSUs vested or vest in three substantially equal installments on August 5, 2024, August 5, 2025 and August 5, 2026, subject to continued employment through each applicable vesting date. (10) These RSUs were granted in connection with the commencement of Mr. Lyons’ employment and vested or vest in three substantially equal installments on August 5, 2024, August 5, 2025 and August 5, 2026, subject to continued employment through each applicable vesting date. (11) These stock options were granted in connection with the commencement of Mr. Dimitrief’s employment. (12) These RSUs vested or vest in three substantially equal installments on March 2, 2025, March 2, 2026, and March 2, 2027, subject generally to continued employment through each applicable vesting date. (13) Represents shares of unvested restricted common stock distributed to Mr. Rutz in respect of the limited partnership interest in Topco Parent that Mr. Rutz was granted in connection with the commencement of his employment. These shares of unvested restricted stock were distributed in respect of Mr. Rutz’s limited partnership interest held in Topco Parent and continue to vest according to the same vesting schedule applicable to the limited partnership interest. As a result, the unvested restricted shares of our common stock vest on a daily basis pro rata through May 13, 2025, subject to continued employment through each such vesting date. See “Corporate Reorganization & Distribution of Shares.” (14) Represents the fair market value of shares unvested as of December 31, 2023, based on the closing market price of $13.68 on December 31, 2024. 2024 Option Exercises and Stock Vested The following table sets forth information regarding stock vested in the fiscal year ended December 31, 2024 for each of our NEOs. None of our NEOs exercised stock option awards in the fiscal year ended December 31, 2024.

  46. 2024 Grants of Plan-Based Awards

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Michael B. Petras, Jr. | 198,686 | $2,804,825 | | Jonathan M. Lyons | 25,655 | 364,814 | | Michael P. Rutz | 140,385 | 1,951,152 | | Alexander Dimitrief | 117,739 | 1,844,970 |

  47. 2024 Grants of Plan-Based Awards

    (1) For Mr. Petras and Mr. Rutz, these numbers include RSUs granted under our 2020 Incentive Plan in connection with our IPO, one-quarter of which vested on November 20, 2024 (65,217 and 6,521 RSUs vesting on such date, respectively) and RSUs granted under our 2020 Incentive Plan, 33% of which vested on March 2, 2024 (133,469 and 17,795 RSUs vesting on such date, respectively). For Mr. Rutz, this number also includes shares of restricted stock distributed in respect of his respective limited partnership interest held in Topco Parent prior to our IPO that vested throughout the year. The number of shares of restricted stock that vested in 2023 for Mr. Rutz was 116,069 shares. For Mr. Lyons RSUs granted under our 2020 Incentive Plan, 33% of which vested on August 5, 2024 (RSUs). For Mr. Dimitrief, this number includes restricted stock awards granted under our 2020 Incentive Plan, 50% of which vested on October 31, 2024.

  48. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested (2) Consists of the value realized upon the vesting of RSUs and restricted stock, in each case, calculated by multiplying the number of shares vested by the share price on each applicable vesting date. March 2, 2024 was not a trading day, for purposes of calculating the value realized on vesting the closing price on the day preceding the vesting date was used. 2024 Non-Qualified Deferred Compensation The following table sets forth information regarding contributions to our Supplemental Retirement Benefit Plan in the fiscal year ended December 31, 2024 by each of our NEOs. As of the date hereof, the only NEO who has participated in our Supplemental Retirement Benefit Plan is Mr. Rutz. We have not previously provided matching employer contributions under the Supplemental Retirement Plan, although we are permitted to do so by its terms. See “Retirement Plans” for more information on the Supplemental Retirement Plan. We do not offer any other nonqualified retirement plans or pension benefits.

  49. 2024 Option Exercises and Stock Vested

    | Name | Executive Contributions in Last FY ($) | Registrant contributions in last FY ($) (1) | Aggregate earnings in last FY ($) (2) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($) (3) | | Michael B. Petras, Jr. | — | — | — | — | — | | Jonathan M. Lyons | — | — | — | — | — | | Michael P. Rutz | — | — | $60,780 | — | $304,247 | | Alexander Dimitrief | — | — | — | — | — |

  50. 2024 Option Exercises and Stock Vested

    (1) Amounts in this column would represent Company contributions to the Supplemental Retirement Benefit Plan. There have been no such contributions to date, and no such contributions are included in the 2024 Summary Compensation Table. (2) Amounts reported in this column reflect earnings in investment options that are consistent with those offered under the qualified 401(k) Plan. These amounts are not included in the 2024 Summary Compensation Table because the earnings are not “above-market” or preferential. (3) This column includes $205,136 previously reported for Mr. Rutz in prior years’ Summary Compensation Tables.

  51. Potential Termination Payments

    Potential Termination Payments The Company is party to employment agreements with Mr. Petras and Mr. Rutz and offer letters and restrictive covenants agreements with Mr. Dimitrief and Mr. Lyons. Although all our executives are employed “at-will” and their employment can be terminated at any time for any reason with or without cause, the employment agreements with Mr. Petras and Mr. Rutz and the offer letter in effect with Mr. Lyons contain severance provisions. In this section, we describe the compensation agreements in effect with each NEO and describe and quantify the compensation that would have been payable to each NEO under such existing compensation arrangement or plan as of December 31, 2024. Employment Agreements Employment Agreement with Mr. Michael B. Petras, Jr. Mr. Petras entered into an employment agreement with our subsidiary, Sotera Health LLC, dated May 25, 2016 (the “CEO Employment Agreement”), pursuant to which he served as CEO and as a member of Topco Parent’s Board of Managers. In connection with the IPO, Sotera Health LLC assigned its rights and obligations under the CEO Employment Agreement to our Company, and we entered into an amended and restated employment agreement with Mr. Petras which replaced his existing employment agreement effective as of the closing of the IPO (the “Amended and Restated CEO Employment Agreement”). Under the terms of the Amended and Restated CEO Employment Agreement, Mr. Petras serves as our CEO and Executive Chairman of our Board. Mr. Petras’ initial annual base salary was set at $1,000,000 as of November 2020, and as of March 2022, Mr. Petras’ annual base salary was set at $1,050,000. See the Summary Compensation Table for information on Mr. Petras’ base salary paid in 2024. Mr. Petras is eligible to receive an annual bonus based on the attainment of certain pre-established performance criteria established by our Board, with his annual target bonus opportunity equal to 125% of his then-current annual base salary. Under the Amended and Restated CEO Employment Agreement, Mr. Petras is eligible to receive certain payments and benefits in the event of a termination of his employment by us without “cause” or due to his death or disability or a termination of employment by him for “good reason” (as each of these terms are defined in the Amended and Restated CEO Employment Agreement), which are described in detail under “Potential Payments Upon Termination or Change in Control” below. Under the Amended and Restated CEO Employment Agreement, Mr. Petras is subject to an indefinite confidentiality clause and non-disparagement clause, as well as non-competition and non-solicitation clauses which shall be effective during the term of employment and for 24 months following termination of employment. Employment Agreement with Mr. Michael P. Rutz Mr. Rutz entered into an employment agreement with our subsidiary, Sotera Health LLC, dated May 21, 2020 (the “Rutz Employment Agreement”), pursuant to which he serves as President, Sterigenics. Under the terms of the Rutz Employment Agreement, Mr. Rutz’s initial annual base salary was set at $430,000, and as of April 2024, Mr. Rutz’s annual base salary was set at $500,000. See the Summary Compensation Table for information on Mr. Rutz’s base salary paid in 2024. Under the Rutz Employment Agreement, Mr. Rutz is also eligible to receive an annual bonus based on his attainment of one or more pre-established performance criteria, with his annual target bonus opportunity equal to 60% of his then-current annual base salary. In connection with the commencement of Mr. Rutz’s employment, he received a one-time lump sum cash payment equal to $50,000 (the “Rutz Bonus”), which was paid on the first ordinary payroll date following May 21, 2020. If Mr. Rutz’s employment with the Company had been terminated by Mr. Rutz without “good reason” (as described below in “Potential Payments Upon Termination or Change in Control,” but excluding a termination due to Mr. Rutz’s death or disability), or by the Company for “cause,” in each case prior to the second anniversary of the commencement of Mr. Rutz’s employment, he would have been obligated to repay, on a pre-tax basis, a pro-rata portion of the Rutz Bonus. In addition, under the terms of the Rutz Employment Agreement, Mr. Rutz is entitled to receive a one-time lump sum cash payment equal to $1,500,000, less applicable tax withholdings, upon a change of control, contingent upon his continued employment through the consummation of a change of control. Under the Rutz Employment Agreement, Mr. Rutz is eligible to receive certain payments and benefits in the event of a termination of his employment by us without “cause” or a termination of employment by him for “good reason” (as each of these terms are defined in the Rutz Employment Agreement), which are described in detail under “Potential Payments Upon Termination or Change in Control” below. Under the Rutz Employment Agreement, Mr. Rutz is subject to an indefinite confidentiality clause and non-disparagement clause, as well as non-competition and non-solicitation clauses which shall be effective during the term of employment and for 12 months following termination of employment. Incentive Agreement with Mr. Michael P. Rutz Mr. Rutz entered into a Cash Incentive Bonus Agreement with us, dated as of November 7, 2022 (the “Grant Date”), pursuant to which Mr. Rutz is eligible for a cash bonus of $1,000,000 in consideration for his active employment with us through certain vesting dates. Pursuant to the Cash Incentive Bonus Agreement, the Incentive Bonus vests in four installments as follows: (i) 10% vested 6 months from the Grant Date; (ii) 20% vested 12 months from the Grant Date; (iii) 30% will vest 18 months from the Grant Date; and (iv) 40% will vest 24 months from the Grant Date, subject in each case to Mr. Rutz’s continued employment in good standing with the Company through each applicable vesting date. If Mr. Rutz’s employment with the Company and its subsidiaries terminates for any reason prior to any applicable vesting date, any unvested portion of the incentive bonus will be forfeited in its entirety. As of December 31, 2024 the Cash Incentive Bonus Agreement is fully vested and all amounts have been paid. Offer Letter and Restrictive Covenants Agreement with Mr. Alexander Dimitrief Mr. Dimitrief is a party to an offer letter with us dated October 28, 2022 (the “Dimitrief Offer Letter”), pursuant to which he serves as Senior Vice President and General Counsel. Mr. Dimitrief’s employment with the Company commenced on November 1, 2022. Under the terms of the Dimitrief Offer Letter, Mr. Dimitrief’s initial annual base salary in connection with his appointment as Senior Vice President and General Counsel was set at $600,000. See the Summary Compensation Table for information on Mr. Dimitrief’s base salary paid in 2024. Under the Dimitrief Offer Letter, Mr. Dimitrief is also eligible to participate in the Annual Incentive Plan, with his annual target incentive opportunity equal to 50% of his then-current annual base salary. His 2022 award was prorated based on his hire date. In connection with the commencement of Mr. Dimitrief’s employment, he received a grant of stock options and restricted stock, in each case with a targeted grant date fair value of $1,500,000 and which will vested, in each case, in two equal installments on October 31, 2023 and October 31, 2024, subject to the terms and conditions of the 2020 Incentive Plan, as well as any applicable grant notices and agreements.

  52. Potential Termination Payments

    Also in connection with the commencement of Mr. Dimitrief’s employment, he received a one-time lump sum cash payment equal to $1,500,000 (the “Dimitrief Bonus”), which was paid on the first ordinary payroll date in November 2022. If Mr. Dimitrief’s employment with the Company had terminated by Mr. Dimitrief for any reason other than due to death or disability, or by the Company for “cause,” in each case prior to the second anniversary of the commencement of Mr. Dimitrief’s employment, he would have been obligated to repay, on a pre-tax basis, a pro-rata portion of the Dimitrief Bonus. The Dimitrief Offer Letter does not provide for any severance payments in the event of a termination of his employment by Mr. Dimitrief or us, with or without cause or advance notice. In connection with the commencement of his employment and in consideration of the terms of the Dimitrief Offer Letter, Mr. Dimitrief also entered into a restrictive covenants agreement dated November 1, 2022 (the “Dimitrief RCA”). Per the terms of the Dimitrief RCA, Mr. Dimitrief is subject to an indefinite confidentiality clause and non-disparagement clause, as well as non-competition and non-solicitation clauses which shall be effective during the term of employment and for 12 months following termination of employment. Offer Letter and Restrictive Covenants Agreement with Mr. Jonathan Lyons Mr. Lyons is a party to an offer letter with us dated May 31, 2023, as amended and restated February 26, 2024 and further amended and restated as of February 26, 2025 (the “Lyons Offer Letter”), pursuant to which he serves as Senior Vice President and Chief Financial Officer. Mr. Lyons’ employment with the Company commenced on June 26, 2023. Under the terms of the Lyons Offer Letter, Mr. Lyons’ initial annual base salary in connection with his appointment as Senior Vice President and Chief Financial Officer was set at $475,000. See the Summary Compensation Table for information on Mr. Lyons’ base salary paid in 2024. Under the Lyons Offer Letter, Mr. Lyons is eligible to participate in the Annual Incentive Plan, with his annual target incentive opportunity equal to 70% of his then-current annual base salary and his 2023 award was prorated based on his hire date. Under the Lyons Offer Letter, Mr. Lyons is also eligible to participate in the Long-Term Incentive Plan, with his annual target grant date fair value of $1,200,000, which will be comprised of stock options and restricted stock units and was prorated 50% for 2023. In August 2023, Mr. Lyons also received an equity replacement award comprised of restricted stock units, with a targeted grant date fair value of $1,000,000. These restricted stock units vested or will vest in three substantially equal installments on August 5, 2024, August 5, 2025 and August 5, 2026, subject to the terms and conditions of the 2020 Incentive Plan, as well as any applicable grant notices and agreements. In addition, to replace the forgone value of Mr. Lyons’ annual cash incentive award from his prior employer, he received a one-time lump sum cash payment equal to $200,000 (the “Lyons Bonus”), which was paid within the first payroll cycle after June 26, 2023. The Lyons Offer Letter also provides for Mr. Lyons to receive a one-time lump sum cash payment of $100,000 to defray costs associated with commuting to Cleveland, Ohio (the “Lyons Commuting Bonus”), and was paid in the final payroll cycle of April 2024. If Mr. Lyons’ employment with the Company is terminated by Mr. Lyons for any reason other than due to death or disability, or by the Company for “cause” (as defined in the Lyons Offer Letter) in each case prior to the second anniversary of the commencement of Mr. Lyons’ employment, he will be obligated to repay, on a pre-tax basis, a pro-rata portion of the Lyons Bonus and a pro-rata portion of the Lyons Commuting Bonus. Under the Lyons Offer Letter, Mr. Lyons is eligible to receive certain payments and benefits in the event of a termination of his employment by us without “cause,” which are described in detail under “Potential Payments Upon Termination or Change in Control” below. In connection with the commencement of his employment and in consideration of the terms of the Lyons Offer Letter, Mr. Lyons also entered into a restrictive covenants agreement dated June 26, 2023 (the “Lyons RCA”). Per the terms of the Lyons RCA, Mr. Lyons is subject to an indefinite confidentiality clause and non-disparagement clause, as well as non-competition and non-solicitation clauses which shall be effective during the term of employment and for 12 months following termination of employment. Potential Payments Upon Termination or Change in Control Potential Payments as Provided in Employment Agreements and Offer Letters In addition to the treatment described below in “Treatment of NEO Equity Awards Upon Termination or Change in Control,” our NEOs are entitled to the following payments on certain terminations or a change in control of the Company pursuant to the terms of their respective employment agreements or offer letters. Potential Payments to Mr. Michael B. Petras, Jr. Under the Amended and Restated CEO Employment Agreement, in the event of a termination of employment by us without “cause” or by him for “good reason” (each as defined in the Amended and Restated CEO Employment Agreement), Mr. Petras, upon execution of a general release of claims in our favor and subject to continued compliance with the terms of such release and the restrictive covenants set forth in the Amended and Restated CEO Employment Agreement, will be eligible to receive: ● An amount equal to two-times (2x) his then-current annual base salary (determined before any reduction that gave rise to executive’s right to terminate employment for “good reason”) payable in a lump sum within 60 days following his termination date; ● If Mr. Petras elects COBRA, monthly reimbursement of the COBRA premiums incurred by Mr. Petras in an amount equal to the employer portion of the health insurance coverage provided to active employees for up to 12 months, provided that this benefit will cease if Mr. Petras becomes reemployed with another employer prior to the expiration of the 12 month period; and ● 2 years of additional time-based vesting credit with respect to all then outstanding and unvested equity awards. Under the Amended and Restated CEO Employment Agreement, “cause” generally means Mr. Petras’ (i) disclosure of confidential information or trade secrets of the Company, the Sponsors or any of their affiliates or any of their respective customers or suppliers, which use or disclosure causes or is demonstrably likely to cause a material injury to any of these parties, (ii) conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States, Canada or any jurisdiction in which Mr. Petras resides, (iii) fraud, willful misconduct or gross neglect in the performance of his material duties or engagement in any other willful misconduct or willful engagement in any act or omission involving dishonesty, unethical business conduct or moral turpitude which has caused a material injury to the Company, the Sponsors or any of their affiliates or any of their respective customers or suppliers, (iv) intentional failure to perform assigned duties subject to a 30 day cure period, or (v) breach of his non-competition covenant or any material breach of any other restrictive covenants to which Mr. Petras may be subject.

  53. Potential Termination Payments

    Under the Amended and Restated CEO Employment Agreement, “good reason” generally means (i) any material reduction in Mr. Petras’ title, status or authority, including, following the completion of the IPO, the failure to elect Mr. Petras to serve as the Executive Chairman of the Board of Directors, (ii) any material reduction of Mr. Petras’ responsibilities, annual base salary or annual bonus opportunity, other compensation or the aggregate value of Mr. Petras’ benefits, (iii) the failure to grant certain IPO Equity Awards to Mr. Petras, or (iv) the failure to provide for certain time-based vesting protections in connection with any future equity awards granted to Mr. Petras. Potential Payments to Mr. Michael P. Rutz Under the Rutz Employment Agreement, in the event of a termination of employment by us without “cause” or by him for “good reason” (in each case as defined in the Rutz Employment Agreement), Mr. Rutz, upon execution of a general release of claims in our favor and subject to continued compliance with the terms of such release and the restrictive covenants set forth in the Rutz Employment Agreement, will be eligible to receive: ● His then-current annual base salary (determined before any reduction that gave rise to executive’s right to terminate employment for “good reason”) for 12 months following the termination of his employment; and ● Continuation of his health insurance coverage as though he had continued to be an active employee of the Company, or if he is unable to so participate and elects COBRA, monthly reimbursement for the difference between the monthly COBRA premium over the monthly premium he would have paid had he continued to be an active employee, for 12 months, provided that this benefit will cease if Mr. Rutz becomes reemployed with another employer that offers medical insurance prior to the expiration of the 12 month period. Under the Rutz Employment Agreement, “cause” generally means Mr. Rutz’s (i) disclosure of confidential information or trade secrets of the Company, the Sponsors or any of their affiliates or any of their respective customers or suppliers, which use or disclosure causes or is likely to cause a material injury to any of these parties, (ii) conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States, Canada or any jurisdiction in which Mr. Rutz resides, (iii) fraud, willful misconduct or gross neglect in the performance of his duties or engagement in any other willful misconduct or willful engagement in any act or omission involving dishonesty, unethical business conduct or moral turpitude which has caused or is demonstrably likely to cause a material injury to the Company, the Sponsors or any of their affiliates or any of their respective customers or suppliers, (iv) intentional failure to perform assigned duties after a written notification from our Board and failure to correct such deficiencies within 30 days or (v) breach of the Rutz Employment Agreement. Under the Rutz Employment Agreement, “good reason” generally means (i) any material reduction in Mr. Rutz’s title, status or authority, any material reduction of Mr. Rutz’s responsibilities, annual base salary, annual bonus opportunity, other compensation or the aggregate value of Mr. Rutz’s benefits, (ii) relocation of Mr. Rutz’s primary place of employment by more than 50 miles or (iii) the failure to grant the title of President, Sterigenics to Mr. Rutz by December 31, 2021. In addition, under the terms of the Rutz Employment Agreement, Mr. Rutz is entitled to receive a one-time lump sum cash payment equal to $1,500,000, less applicable tax withholdings, upon a change in control, contingent upon his continued employment through the consummation of a change in control. Potential Payments to Mr. Alexander Dimitrief The Dimitrief Offer Letter does not provide for any severance payments in the event of a termination of his employment by Mr. Dimitrief or us, with or without cause or advance notice. Potential Payments to Mr. Jonathan Lyons Under the Lyons Offer Letter, prior to February 26, 2025, in the event of a termination of employment by us without “cause” (as defined in the Lyons Offer Letter), Mr. Lyons, upon execution of a general release of claims in our favor and subject to continued compliance with the terms of such release and the restrictive covenants set forth in the Lyons RCA, will be eligible to receive his then-current annual base salary for 12 months following the termination of his employment. Following the amendment and restatement of the Lyons Offer Letter, Mr. Lyons will be eligible to receive the sum of his then-current annual base salary plus his AIP target amount for the year of termination paid in substantially equal installments over the 12 months following the termination of his employment. Under the Lyons Offer Letter, “cause” generally means Mr. Lyons’ (i) intentional unauthorized use or disclosure of the confidential information or trade secrets of the Company and its affiliates or any of their respective customers or suppliers, (ii) conviction of, a plea of “guilty” or “no contest” to, or indictment for a felony under the laws of the United States, Canada or any province or state thereof or the laws of any other jurisdiction in which Mr. Lyons resides, (iii) engagement in any fraud, willful misconduct or gross neglect in the performance of his duties or in any other willful misconduct which has caused material injury to the Company or any of its affiliates or any of their respective customers or suppliers, (iv) willful engagement in any act or omission involving dishonesty, breach of trust, unethical business conduct or moral turpitude, in each case involving the Company or any of its affiliates, or any of their respective customers or suppliers, (v) failure to perform lawful assigned duties or (vi) breach of any restrictive covenant to which he is subject. Treatment of NEO Equity Awards Upon Termination or Change in Control In addition to the treatment on termination described above, our NEOs are entitled to the following vesting treatment upon certain terminations or a change in control of the Company pursuant to the terms of the IPO Equity Awards, the 2022 Equity Awards, the 2023 Equity Awards, and the 2024 Equity Awards (in each case, as defined below) (collectively the “NEO Equity Awards”). See “Compensation Elements for 2024 — Long-Term Equity Incentive Compensation” and “Outstanding Equity Awards at 2024 Year-End” for additional information on the terms of the NEO Equity Awards. For purposes of this section, the “IPO Equity Awards” means the stock options granted under the 2020 Incentive Plan to Messrs. Petras and Rutz in connection with our IPO, in lieu of our formal 2021 equity award grant cycle. For purposes of this section, the “2022 Equity Awards” means (i) the stock options and RSUs granted under the 2020 Incentive Plan to Messrs. Petras and Rutz in March 2022, (ii) the stock options granted to Mr. Petras under the 2020 Incentive Plan in November 2022 and (iii) the stock options and restricted stock granted to Mr. Dimitrief under the 2020 Incentive Plan in November 2022 (the “Dimitrief Equity Award”). For purposes of this section, the “2023 Equity Awards” means (i) the stock options and RSUs granted under the 2020 Incentive Plan to Mr. Petras and Mr. Rutz in March 2023 and (ii) the stock options and RSUs granted under the 2020 Incentive Plan to Mr. Lyons in August 2023. For purposes of this section, the “2024 Equity Awards” means the stock options and RSUs granted under the 2020 Incentive Plan to Messrs. Petras, Lyons, Rutz, and Dimitrief in March 2024. Treatment upon Termination due to Death or Disability

  54. Potential Termination Payments

    Under the terms of NEO Equity Awards, the grantee will receive 2 years of additional time-based vesting credit in respect of all outstanding unvested equity awards, upon a termination of employment by reason of the grantee’s death or Disability (as defined in the 2020 Incentive Plan). Treatment upon Qualifying Retirement Each of Messrs. Rutz and Lyons will receive an additional 2 years of time-based vesting credit in respect of all outstanding unvested NEO Equity Awards if, following the 1-year anniversary of the NEO Equity Award grant date, he retires at or older than age 55 with 10 or more years of service to the Company. Notwithstanding the foregoing, the NEO Equity Awards for Messrs. Rutz and Lyons do not qualify for such vesting credit to the extent they were granted within the 12-month period immediately prior to the NEO’s retirement. Mr. Dimitrief will receive an additional 1 year of time-based vesting credit in respect of his 2024 Equity Awards if, following the 2-year anniversary of the 2024 Equity Awards grant date, Mr. Dimitrief retires at or older than age 65. With respect to Mr. Petras, all unvested NEO Equity Awards will vest in full upon Mr. Petras’ voluntary retirement following the date on which the sum of Mr. Petras’ attained age and years of service with the Company equals or exceeds 65. Notwithstanding the foregoing, the NEO Equity Awards for Mr. Petras do not qualify for such vesting credit to the extent they were granted within the 12-month period immediately prior to Mr. Petras’ retirement. As of December 31, 2024, only Mr. Petras was eligible for retirement. Treatment upon a Change in Control Under the terms of the NEO Equity Awards, in the event of a “Change in Control” (as defined in the 2020 Incentive Plan) where any outstanding unvested portion of the NEO Equity Awards are not assumed or substituted by the acquirer, such unvested awards will generally vest as of the date of such Change in Control. In the event of a Change in Control where outstanding NEO Equity Awards (other than with respect to the Dimitrief Equity Award) are assumed or substituted by the acquirer and the grantee is terminated by the acquirer without “cause” (as defined in such NEO’s employment agreement or offer letter, as applicable) or with respect to Mr. Petras and Mr. Rutz such executive terminates his employment for “good reason” (as defined in such NEO’s employment agreement), in each case, within the 1 year period immediately following such Change in Control, any then unvested NEO Equity Awards will vest as of the date of such NEO’s termination. Stock Option Exercise Period With respect to the NEOs’ stock options, the following stock option exercise periods generally apply: (i) 90 days following a termination of the NEO’s employment other than upon death or Disability or for “cause,” (ii) 12 months following a termination of the NEO’s employment due to death or Disability and (iii) the earlier of (x) the 2-year anniversary of a “qualifying retirement” (or in the case of Mr. Petras, 3-year anniversary of a “qualifying retirement” (as defined in the applicable equity award agreement) or termination of employment by the Company without “cause” or by Mr. Petras with “good reason” (as each is defined in the Amended and Restated CEO Employment Agreement) and (y) the original expiration date of such stock option. Treatment Specific to Mr. Dimitrief’s Awards With respect to the stock options and restricted stock granted to Mr. Dimitrief under the 2020 Incentive Plan in November 2022, upon a termination of Mr. Dimitrief’s employment by the Company without “cause” (as defined in the 2020 Incentive Plan), such awards will fully vest. Mr. Dimitrief will also be afforded (i) 30 days following termination of employment by the Company with “cause” and (ii) one year following termination by the Company without “cause” to exercise the stock options that he was granted in November 2022. 2024 Potential Post-Employment Payments Table With respect to Mr. Petras, Mr. Lyons, Mr. Rutz and Mr. Dimitrief, the following table shows the estimated payments and value of enhanced or incremental benefits that we would have provided if the triggering events described in the heading of the table had occurred on December 31, 2024 based on our closing stock price of $13.68 on such date:

  55. Potential Termination Payments

    | | Benefit | Termination without “Cause” or Resignation for “Good Reason” (1) | Termination due to Death or Disability | Qualifying Retirement (2) | Termination in Connection with a Change in Control (3) | | Michael B. Petras, Jr. | Cash Severance(4) | $2,205,000 | — | — | $2,205,000 | | | COBRA continuation(5) | 16,978 | — | — | 16,978 | | | Value of accelerated Options and RSUs(7) | 5,298,332 | $5,298,332 | $2,798,011 | 6,548,520 | | Jonathan Lyons | Cash Severance(4) | $500,000 | — | — | $500,000 | | | COBRA continuation | — | — | — | — | | | Value of accelerated Options and RSUs(10) | — | $1,076,999 | — | 1,264,524 | | Michael P. Rutz | Cash Severance(4) | $500,000 | — | — | $500,000 | | | COBRA continuation(5) | 16,978 | — | — | 16,978 | | | Change in Control Bonus(6) | — | — | — | 1,500,000 | | | Value of accelerated Options and RSUs(9) | — | $1,258,259 | — | 1,414,539 | | Alexander Dimitrief | Cash Severance | — | — | — | — | | | COBRA continuation | — | — | — | — | | | Value of accelerated Options and RSUs(8) | — | $468,814 | — | $703,220 |

  56. Potential Termination Payments

    (1) Assumes termination of employment results from involuntary termination without “cause,” or, in the case of Mr. Petras or Mr. Rutz, resignation for “good reason.” (2) Qualifying retirement means, in the case of Mr. Petras, voluntary retirement following the date on which the sum of Mr. Petras’ attained age and years of service with the Company equals or exceeds 65, in the cases of Mr. Rutz, and Mr. Lyons, voluntary retirement at or older than age 55 with 10 or more years of service to the Company, and in the case of Mr. Dimitrief voluntary retirement at or older than age 65. As of December 31, 2024, only Mr. Petras was eligible for retirement. (3) Assumes termination of employment results from involuntary termination without “cause,” or in the cases of Mr. Petras or Mr. Rutz, resignation for “good reason,” in each case within 12 months following a Change in Control. With respect to each NEO’s equity awards, amounts reflect the value of the full vesting of unvested equity awards assumed or substituted by the acquirer upon a termination by the Company without “cause” or resignation by the executive with “good reason” within 12 months following a Change in Control. (4) As further described above, cash severance is based on each executive’s annual base salary and the severance period specified in the executive’s employment agreement or offer letter and reflects the cash severance each NEO is entitled to upon a termination without “cause” or, in the cases of Mr. Petras or Mr. Rutz, resignation for “good reason.” Except for Mr. Petras, who would receive any cash severance payments in a lump sum, each NEO’s cash severance is payable in the form of base salary continuation. Amounts shown reflect the following percentage of each executive’s annual base salary: Mr. Petras: 200%; Mr. Rutz and Mr. Lyons: 100%. Messrs. Petras, Rutz and Lyons are entitled to cash severance upon a qualifying termination whether or not a Change in Control has occurred. Amounts in the table do not reflect accrued but unused vacation as the policy governing vacation for executive officers requires forfeiture of all accrued vacation for the current year not used by the end of the year, and each scenario assumes termination of employment on the last day of the year. (5) Amounts reflect the Company’s portion of health and dental insurance premiums payable to Messrs. Petras and Rutz, in the event of a qualifying termination. In such case, executives are entitled to payment of an amount equal to the difference between the monthly COBRA premium over the monthly premium he would have paid for such coverage under the Company’s health plans for the 12 month period following termination of employment. (6) Mr. Rutz is entitled to receive a one-time lump sum cash payment equal to $1,500,000, less applicable tax withholdings, upon a change in control, contingent upon his continued employment through the consummation of a change in control. (7) Mr. Petras was granted stock options and RSUs on March 2, 2022 that vest on the first three anniversaries of the date of grant. Mr. Petras was also granted stock options and RSUs on March 6, 2023 that vest on March 2, 2024, March 2, 2025 and March 2, 2026. Mr. Petras was also granted stock options and RSUs on March 4, 2024 that vested or vest on March 4, 2025, March 4, 2026 and March 4, 2027. Amounts shown here reflect the value of the acceleration of Mr. Petras’ equity awards as of December 31, 2024: (A) in the event of termination due to death or Disability, all unvested equity awards that would have vested in the 2 year period immediately following the date of such termination will vest as of the date of Mr. Petras’ termination of employment and (B) in the event of a termination by the Company without “cause” or by Mr. Petras for “good reason” and subject to Mr. Petras satisfying the Release Requirement (as defined in the Amended and Restated CEO Employment Agreement and not breaching any of the provisions of the general release executed in connection therewith, all unvested equity awards that would have vested in the two-year period immediately following the date of such termination will vest as of the date of termination. The value of accelerated stock options that vest is calculated as the number of shares underlying options that will vest on each qualifying termination multiplied by the difference between the strike price of outstanding stock options, which is $20.03 for stock options granted in March 2022, $17.59 for stock options granted in 2023 and $14.59 for the stock options granted in 2024, and the price of our stock on December 31, 2024, which was $13.68. The value of accelerated RSUs is calculated as the number of shares underlying RSUs that will vest on each qualifying termination multiplied by the price of our stock on December 31, 2024, which was $13.68. In the event (i) an acquirer does not assume or substitute the equity awards upon a Change in Control, or (ii) the acquirer does assume or substitute the unvested portion of the equity award and Mr. Petras’ employment is terminated by him for “good reason” or by the acquiror without “cause” within 12 months following a Change in Control, in each case all unvested equity awards will vest in full. (8) Mr. Dimitrief was granted stock options and RSUs on March 4, 2024 that vested or vest on March 4, 2025, March 4, 2026 and March 4, 2027. Amounts shown here include the value of acceleration of the unvested awards in the event of a termination by the Company without “cause” or termination due to death or Disability. The value of accelerated stock options that vest is calculated as the number of shares underlying options that will vest on each qualifying termination multiplied by the difference between the strike price of outstanding stock options, which was $14.59 and the price of our stock on December 31, 2024, which was $13.68. The value of accelerated restricted stock is calculated as the number of shares underlying restricted stock that will vest on each qualifying termination multiplied by the price of our stock on December 31, 2024, which was $13.68. In the event an acquirer does not assume or substitute the award upon a Change in Control, the awards will vest in full. (9) Mr. Rutz was granted stock options and RSUs on March 2, 2022 that vest on the first three anniversaries of the date of grant. Mr. Rutz was also granted stock options and RSUs on March 6, 2023 that vest on March 2, 2024, March 2, 2025 and March 2, 2026. Mr. Rutz was also granted stock options and RSUs on March 4, 2024 that vested or vest on March 4, 2025, March 4, 2026 and March 4, 2027. Amounts shown here include the value of acceleration of outstanding unvested equity awards in the event of a termination due to death or Disability. The value of accelerated stock options that vest is calculated as the number of shares underlying options that will vest on each qualifying termination multiplied by the difference between the strike price of outstanding stock options, which was $20.03 for stock options granted in 2022, $17.59 for stock options granted in 2023, and $14.59 for stock options granted in 2024, and the price of our stock on December 31, 2024, which was $13.68. The value of accelerated RSUs is calculated as the number of shares underlying RSUs that will vest on each qualifying termination multiplied by the price of our stock on December 31, 2024, which was $13.68. In the event (i) an acquirer does not assume or substitute the equity awards or (ii) the acquirer does assume or substitute the unvested portion of the equity award and the NEO’s employment is terminated by the acquiror without “cause” or, in the case or Mr. Rutz, by him for “good reason” within 12 months following a Change in Control, in each case all unvested equity awards will vest in full. (10)

  57. Potential Termination Payments

    Mr. Lyons was granted stock options and RSUs on August 7, 2023 that vest on August 5, 2024, August 5, 2025 and August 5, 2026. Mr. Lyons was also granted stock options and RSUs on March 4, 2024 that vested or vest on March 4, 2025, March 4, 2026 and March 4, 2027. Amounts shown here include the value of acceleration of outstanding unvested equity awards in the event of a termination due to death or Disability. The value of accelerated stock options that vest is calculated as the number of shares underlying options that will vest on each qualifying termination multiplied by the difference between the strike price of outstanding stock options, which was $16.89 for stock options granted in 2023 and $14.59 for stock options granted in 2024, and the price of our stock on December 31, 2024, which was $13.68. The value of accelerated RSUs is calculated as the number of shares underlying RSUs that will vest on each qualifying termination multiplied by the price of our stock on December 31, 2023, which was $13.68. In the event (i) an acquirer does not assume or substitute the equity awards or (ii) the acquirer does assume or substitute the unvested portion of the equity award and the NEO’s employment is terminated by the acquiror without “cause” within 12 months following a Change in Control, in each case all unvested equity awards will vest in full.

  58. Pay Versus Performance

    Pay Versus Performance

  59. 2024 Pay Versus Performance Table

    2024 Pay Versus Performance Table As required by the SEC’s pay versus performance (“PVP”) rules, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2024 for this Proxy Statement’s NEOs, as well as our named executive officers from our 2024, 2023, 2022 and 2021 Proxy Statements (each of 2020, 2021, 2022, 2023, and 2024, a “Covered Year”). We refer to all of the NEOs or named executive officers covered in the PVP Table below as “PVP NEOs.” The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider: ●

  60. CEO Pay Ratio

    CEO Pay Ratio

  61. CEO Pay Ratio

    CEO Pay Ratio In accordance with the Dodd-Frank Act and applicable SEC rules, we are providing the following information about the relationship of our CEO’s compensation to the compensation of all our employees. For 2024: ● the annual total compensation of our median employee was $76,629; ● the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $10,392,468; and ● the ratio of our CEO’s annual total compensation to the median employee’s annual total compensation was 136 to 1. We believe there has been no change to our employee population and compensation arrangements since 2022 that would result in a significant change to our pay ratio disclosure. However, our original median employee from 2022 is no longer employed by the Company and, as permitted under SEC rules, we substituted a new median employee with substantially similar fiscal 2022 compensation as the original median employee for purposes of our pay ratio disclosure for fiscal year 2023. We have used this same new median employee for purposes of this 2024 CEO pay ratio disclosure. We identified our median employee using the methodology and the material assumptions, adjustments, and estimates described below. To identify our median employee, we used the base salary as of December 31, 2022 of our global population, which included 3,122 employees, excluding our CEO, of which 1,826 were U.S. employees and 1,296 were non-U.S. employees. We have chosen annual base salary as the consistently applied compensation measure used to identify the median employee. Base salary is the primary compensation component for a large portion of our workforce and is the one pay component that has a similar definition and is reported in a similar manner globally. Therefore, annual base salary provides an accurate depiction of total earnings for the purposes of identifying our median employee. Base salaries for employees outside the United States were converted to United States Dollars by applying the applicable foreign exchange rates in effect on December 31, 2022. In compliance with Item 402(u) and as permitted by SEC rules under a de minimis exemption, we excluded all employees in 3 countries (China (86 employees), Costa Rica (17 employees) and Thailand (30 employees)) totaling 133 employees (approximately 4.26% of our total workforce) when identifying our median employee. After accounting for the de minimis exemption, 2,989 employees in the U.S. and outside the U.S. were considered for identifying our median employee. No cost of living adjustments were applied in our methodology. Our median employee’s total compensation of $79,773 was calculated in the same manner as we calculated total compensation for each of the named executive officers in the 2024 Summary Compensation Table.