DEF 14A of Sotera Health Co, Apr 8, 2026

DEF 14A of Sotera Health Co

Filed Apr 8, 2026 · FY20250001104659-26-040937

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | NON-EMPLOYEE DIRECTOR COMPENSATION | 29 | | 2025 Director Compensation Table | 29 | | 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 | | 2025 Business Performance Highlights | 32 | | 2025 Executive Compensation Highlights | 33 | | Consideration of 2025 Say-On-Pay Result | 34 | | Compensation Philosophy and Program | 35 | | Compensation-Setting Process | 38 | | Compensation Elements for 2025 | 41 | | Other Compensation Policies and Practices | 49 | | Leadership Development and Compensation Committee Report | 53 | | COMPENSATION TABLES | 54 | | 2025 Summary Compensation Table | 54 | | 2025 Grants of Plan-Based Awards | 56 | | Outstanding Equity Awards at 2025 Year-End | 58 | | 2025 Option Exercises and Stock Vested | 60 | | 2025 Non-Qualified Deferred Compensation | 60 | | POTENTIAL TERMINATION PAYMENTS | 62 | | Employment Agreements | 62 | | Potential Payments Upon Termination or Change in Control | 65 | | 2025 Potential Post-Employment Payments Table | 70 | | EQUITY COMPENSATION PLAN INFORMATION | 73 | | 2020 Omnibus Incentive Plan | 73 | | Corporate Reorganization and Distribution of Shares | 74 | | PAY VERSUS PERFORMANCE | 75 | | 2025 Pay Versus Performance Table | 75 | | Relationship between Pay and Performance | 77 | | 2025 Tabular List: Metrics Used to Link Pay and Performance | 80 |

  2. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | CEO PAY RATIO | 81 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 82 | | Independent Registered Public Accounting Firm Fees | 82 | | Policy on Audit Committee’s Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 83 | | AUDIT COMMITTEE REPORT | 85 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 87 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 91 | | Registration Rights Agreement | 91 | | Stockholders Agreement | 93 | | Limitation of Liability and Indemnification of Officers and Directors | 94 | | Policies and Procedures for Related Party Transactions | 96 | | OTHER INFORMATION | 97 | | 2027 Stockholder Proposals | 97 | | Annual Meeting Advance Notice Requirements | 97 | | QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND OUR 2026 ANNUAL MEETING OF STOCKHOLDERS | 98 |

  3. Information on the Director Nominees

    Information on the Director Nominees Information on the Director Nominees Information as of March 27, 2026 about the four nominees for Class III directors is set forth below. The Nominating and Corporate Governance Committee (“NCG Committee”) reviewed the attributes and contributions of each of the nominees (without Mr. Cunningham and Mr. Kyle’s involvement in the review and discussion of their respective attributes or contributions), and the Board recommends that stockholders vote FOR the election of each of these director nominees.

  4. Information on the Director Nominees

    | Name and Occupation | Age | Director Since | Independent | Committees | | Sean L. Cunningham Managing Director, GTCR, LLC | 50 | 2015 | | NCG Committee | | Richard G. Kyle Former President and Chief Executive Officer, The Timken Company | 60 | 2026 | | Leadership Development and Compensation Committee (“LDC Committee”) NCG Committee | | Vincent K. Petrella Former Executive Vice President, Chief Financial Officer and Treasurer, Lincoln Electric Holdings, Inc. | 65 | 2020 | | Audit Committee (Chair) | | Chistopher A. Simon President and Chief Executive Officer, Haemonetics Corporation | 62 | 2024 | | LDC Committee |

  5. Information on the Director Nominees

    Virtual Annual Meeting Our Annual Meeting will be held exclusively online in a virtual format through a live audio webcast. You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 27, 2026, the record date, or hold a valid proxy for the meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/SHC2026, you must enter the 16-digit control number found next to the label “Control Number” on your Notice of Internet Availability, proxy card or the voting instructions you receive by email. Stockholders may vote their shares electronically during the Annual Meeting through the virtual meeting platform; for more information on how to vote your shares, please refer to “Questions and Answers About the Proxy Statement and Our 2026 Annual Meeting of Stockholders.” We are committed to ensuring that stockholders who attend our virtual Annual Meeting are afforded the same rights and opportunities to participate as stockholders at in-person meetings. Stockholders will be able to submit questions to Sotera Health’s management and directors during the Annual Meeting through the virtual meeting platform, and we will answer as many properly submitted questions as possible. The Annual Meeting webcast will begin promptly at 9:00 a.m., Eastern Daylight Time, on May 21, 2026. Online access and check-in will begin approximately 15 minutes prior to the 9:00 a.m. start

  6. Proposal 1: Election of Director Nominees

    Proposal 1: Election of Director Nominees Our Board currently comprises twelve directors, divided into three classes, each of whom 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 III directors are Mr. Cunningham, Mr. Knauss(1), Mr. Kyle, Mr. Petrella and Mr. Simon, and their terms will expire at the Annual Meeting; ● The Class I directors are Mr. Krause, Mr. Neary, Mr. Petras and Dr. Wheadon, and their terms will expire at the Annual Meeting of Stockholders in 2027; and ● The Class II directors are Mr. Chen, Ms. Flynn and Ms. Klee, and their terms will expire at the Annual Meeting of Stockholders in 2028. (1) Mr. Knauss, a Class III director, will not stand for re-election at the Annual Meeting. Immediately following the Annual Meeting, the Board expects to reduce the size of the Board from twelve directors to eleven directors. Upon the expiration of the terms of a class of directors, directors in that class are eligible for re-election to 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 with respect to our mandatory resignation policy. 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 a director nominee receives a greater number of votes “WITHHELD” than votes “FOR” such election, our Corporate Governance Guidelines require that such person promptly tender his or her resignation to the NCG Committee following certification of the vote, and the NCG Committee shall recommend to the Board the action to be taken with respect to such resignation for the Board’s review and consideration. Nominees for Election as Class III Directors At the Annual Meeting, stockholders will vote to elect four Class III director nominees to serve until the 2029 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 Sean L. Cunningham, Richard G. Kyle, Vincent K. Petrella and Christopher A. Simon for election as Class III directors to our Board. Mr. Knauss, a current Class III director, will not stand for re-election at the Annual Meeting. If any nominee becomes unable or unwilling to serve, proxies may be voted for the election of another candidate designated by our Board or the Board may decrease the size of the Board. The following biographical information includes the primary experience, qualifications, attributes and skills of each nominee, as well as a brief statement of those aspects of each director or director nominee’s background, that led us to conclude that he or she should serve as a member of our Board.

  7. Proposal 1: Election of Director Nominees

    | Sean L. Cunningham Age: 50 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) and several private companies. 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 based on his wide range of experience overseeing and assessing the performance of companies in our industry, as well as his decades-long investment practice, extensive knowledge of strategy and business development and deep familiarity with the Company. |

  8. Proposal 1: Election of Director Nominees

    | Richard G. Kyle Age: 60 Director | Biographical Information: Richard G. Kyle has served as a member of our Board since February 2026. Mr. Kyle served as President and Chief Executive Officer of The Timken Company (NYSE: TKR) (“Timken”), a global manufacturer of bearings, transmissions and industrial motion products, from May 2014 to September 2024, and he also served as interim President and Chief Executive Officer of Timken from March 2025 to September 2025. During his tenure as CEO, Mr. Kyle led Timken’s financial transformation and strategic diversification, including expanding its industrial motion portfolio, entering new product lines and diversifying end markets. Prior to serving as CEO, Mr. Kyle held various senior leadership roles at Timken, including Chief Operating Officer and President of multiple business segments. Earlier in his career, Mr. Kyle held leadership positions at Hubbell Incorporated and Cooper Industries. Mr. Kyle has served on Timken’s board of directors since 2013. He has also served on the board of directors of Sonoco Products Company (NYSE: SON) since 2015, where he is a member of the Audit Committee and the Corporate Governance and Nominating Committee and serves as Chair of the Executive Compensation Committee. He holds a B.S. in Mechanical Engineering from Purdue University and an M.B.A. from Northwestern University. Qualifications: Mr. Kyle was selected to serve on our Board based on his experience leading global operations, strong financial acumen and his public company governance expertise. |

  9. Proposal 1: Election of Director Nominees

    | Vincent K. Petrella Age: 65 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 based on his significant global finance, accounting and international business development experience, as well as his audit committee expertise and wide-ranging director experience. |

  10. Proposal 1: Election of Director Nominees

    | Christopher A. Simon Age: 62 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 based on his extensive knowledge of healthcare supply chains, as well as his management and business development experience in the healthcare industry. |

  11. Proposal 1: Election of Director Nominees

    | | The Board recommends a vote “FOR” the election of each of the director nominees set forth above to serve until the 2029 Annual Meeting of Stockholders. |

  12. Proposal 1: Election of Director Nominees

    Directors Continuing in Office Seven directors are serving for terms that will continue after the Annual Meeting, with terms expiring at the 2027 or 2028 Annual Meeting of Stockholders, as applicable. The following biographical information includes the primary experience, qualifications, attributes and skills of each continuing director, as well as a brief statement of those aspects of each director’s background that led us to conclude that he or she should continue to serve as a member of our Board. Class I Directors (Terms Expire at 2027 Annual Meeting)

  13. Proposal 1: Election of Director Nominees

    | Kenneth D. Krause Age: 51 Director | Biographical Information: Kenneth D. Krause has served as a member of our Board since March 2026. Mr. Krause has served as Executive Vice President and Chief Financial Officer of Rollins, Inc. (NYSE: ROL) (“Rollins”), a global consumer and commercial pest control services company, since September 2022. In 2024, his role expanded to include oversight of Rollins’ International Brands. During his tenure at Rollins, he has led modernization initiatives that have driven improvements in growth, profitability, capital allocation and access to capital, enabling strong stockholder returns. Prior to joining Rollins, Mr. Krause served as Senior Vice President, Chief Financial Officer, Chief Strategy Officer and Treasurer of MSA Safety Incorporated (NYSE: MSA) from 2015 to 2022, after holding positions of increasing responsibility in the finance function at MSA Safety Incorporated from 2006 to 2015. Earlier in his career, Mr. Krause served as a Senior Manager in the audit practice of KPMG LLP. Mr. Krause holds a B.S. in Business Administration (Accounting) from Slippery Rock University and an M.B.A. from the University of Pittsburgh Katz Graduate School of Business and is a Certified Public Accountant (inactive) in Pennsylvania. Qualifications: Mr. Krause was selected to serve on our Board based on his experience as a public company chief financial officer and his expertise in corporate strategy, capital allocation and public company governance. |

  14. Proposal 1: Election of Director Nominees

    | James C. Neary Age: 61 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. He is Co-Head of U.S. Private Equity and a member of the firm’s Executive Committee and has 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) and several private companies. 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 based on his extensive knowledge of strategy and business development, as well as his wide-ranging experience as a director and deep familiarity with the Company. |

  15. Proposal 1: Election of Director Nominees

    | Michael B. Petras, Jr. Age: 58 Chairman & CEO | Biographical Information: Michael B. Petras, Jr. has served as our CEO 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 joining the Company, Mr. Petras served as Chief Executive Officer of Post-Acute Solutions at Cardinal Health, Inc. (“Cardinal Health”), a multinational healthcare services company, from 2015 to 2016 and as Chief Executive Officer of Cardinal Health at-Home from 2013 to 2015. He was also the Chief Executive Officer for AssuraMed Holdings, Inc., a medical products supplier, from 2011 to 2013, which was sold to Cardinal Health. Mr. Petras was also President and Chief Executive Officer of GE Lighting, a business unit of General Electric (“GE”), a multinational conglomerate, from 2008 to 2011. During his more than 20-year career at GE, he held several management positions across multiple disciplines. Mr. Petras was named to the board of directors of the Cleveland Clinic in 2016 and was elected Vice Chair of the board of directors in 2020. He 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 based on his perspective as our CEO, as well as his extensive commercial, financial and general management experience across global industries. |

  16. Proposal 1: Election of Director Nominees

    | David E. Wheadon, M.D. Age: 68 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, Global Regulatory Affairs, Patient Safety, and Quality Assurance at AstraZeneca Plc from December 2014 to July 2019. Prior to that, he served as Executive Vice President, Research and Advocacy at Juvenile Diabetes Research Foundation International Inc. from May 2013 to December 2014, and as Senior Vice President, Scientific and Regulatory Affairs at Pharmaceutical Research and Manufacturers of America (PhRMA) from January 2009 to May 2013. Dr. Wheadon 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 Abbott Laboratories, he 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 Indivior, Inc (NASDAQ: INDV) and Vaxart, Inc. He also serves on the board of directors of ConnectiveRx and Seaport Therapeutics, both privately-held companies. Dr. Wheadon holds an A.B., cum laude, in biology from Harvard College and an M.D. from Johns Hopkins University. He completed a 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 based on his extensive experience in the biopharmaceutical industry, as well as his expertise in global health policy and regulatory affairs, product quality and patient safety. |

  17. Proposal 1: Election of Director Nominees

    Class II Directors (Terms Expire at 2028 Annual Meeting)

  18. Proposal 1: Election of Director Nominees

    | Ruoxi Chen Age: 42 Director | Biographical Information: Ruoxi Chen has served as a member of our Board since November 2020. Mr. Chen is a managing partner at Warburg Pincus, a private equity firm investment firm, and joined the firm in 2011. Prior to joining Warburg Pincus, Mr. Chen worked at the Carlyle Group in the U.S. Buyout Fund and in investment banking at Citigroup Inc. Mr. Chen is currently a board member of several private healthcare companies. He received a B.S., magna cum laude, in economics and computer science from Duke University and an M.B.A. from Harvard Business School. Qualifications: Mr. Chen was selected to serve on our Board based on his extensive knowledge of strategy and business development in the healthcare sector, as well as his wide-ranging experience as a director and deep familiarity with the Company. |

  19. Proposal 1: Election of Director Nominees

    | Karen A. Flynn Age: 63 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 Catalent 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, and served as its President of Pharmaceutical Packaging Systems from 2014 to 2016. Ms. Flynn serves on the board of directors of Quanterix Corporation (NASDAQ: QTRRX), Stevanato Group (NYSE: STVN), GermFree Laboratories and Ascend Advanced Therapies. Previously, she was a member of the board of directors of Recro Pharma, Inc. (now known as 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 received her B.S. in Pre-Professional Studies from the University of Notre Dame. She holds 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 based on her extensive experience in commercial strategy and strategic planning, as well as her expertise in innovation, quality management and the healthcare industry. |

  20. Proposal 1: Election of Director Nominees

    | Ann R. Klee Age: 64 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 served as Vice President, Environment Health & Safety at GE from February 2008 to September 2019, and as Vice President, Boston Development & Operations at GE, from January 2016 to September 2019. At GE, she also served as President of the GE Foundation from August 2015 to September 2019, where she oversaw the company’s $140 million annual charitable contributions. Ms. Klee was a partner at Crowell & Moring LLP 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 U.S. Environmental Protection Agency, 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 its Compensation and Talent Management 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 based on her extensive experience as an environmental lawyer managing complex litigation matters and her expertise in environmental law, regulation and policy and corporate responsibility matters. |

  21. 2025 Director Compensation Table

    2025 Director Compensation Table

  22. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION 2025 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 2025. 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.

  23. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Ruoxi Chen | $77,500 | $234,558 | $312,058 | | Sean L. Cunningham | 102,500 | 234,558 | $337,058 | | Karen A. Flynn | 82,500 | 234,558 | $317,058 | | Ann R. Klee | 97,500 | 234,558 | $332,058 | | Robert B. Knauss | 75,000 | 234,558 | $309,558 | | Constantine S. Mihas | 80,000 | 234,558 | $314,558 | | James C. Neary | 95,000 | 234,558 | $329,558 | | Vincent K. Petrella | 165,000 | 234,558 | $399,558 | | Christopher A. Simon | 105,000 | 234,558 | $339,558 | | David E. Wheadon, M.D. | 85,000 | 234,558 | $319,558 |

  24. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) Reflects cash retainer or other payments for service on our Board or any committee of our Board in 2025. See “Non-Employee Director Compensation Policy.” (2) Amounts in this column reflect the aggregate grant date fair value of 19,132 service-based restricted stock units awarded during the year. The grant date fair value of this compensation was computed as of the date of grant of May 22, 2025 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, 2025. The grant date fair value does not necessarily correspond to the actual economic value that may be realized for these awards. 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.

  25. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Cash Compensation Each non-employee director is entitled to receive a cash retainer of $75,000 for annual service to the Company, with an additional $7,500 for annual service on the Audit Committee (or, in the case of the chair of the Audit Committee, $25,000), an additional $5,000 for annual service on the LDC Committee (or, in the case of the chair of the LDC Committee, $20,000) and an additional $2,500 for annual service on the NCG Committee (or, in the case of the chair of the NCG Committee, $15,000). Mr. Petrella is entitled to receive an additional $40,000 for his annual service to the Company as Lead Independent Director of the Board. Further, for 2025, Mr. Cunningham, Mr. Petrella and Mr. Simon received an additional payment of $25,000 for service on a special committee of the Board. There is no additional compensation for service on the EO Litigation or Nordion Pricing Committees. The cash retainers are 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 also 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 with the number of granted units determined by dividing the target award value by the average closing sales price as quoted on Nasdaq of one share of Common Stock during the trailing 60-trading day period that ends on the day before the grant date, rounded down to the nearest whole unit. The RSUs are time-based and 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 generally 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.

  26. Compensation Discussion and Analysis

    (1) Mr. Dimitrief retired from the Company effective March 31, 2026. 2025 Business Performance Highlights 2025 marked the 20th consecutive year of annual revenue growth for the Company. On a consolidated basis, we grew revenue by 5.7% to $1.164 billion, which was 5.2% growth on a constant currency basis, and we achieved net income of $77.9 million. Adjusted EBITDA(1) increased 8.2% to $594 million, or 7.8% on a constant currency basis, with margins expanding 118 basis points to 51.0% for the year. Sterigenics, our largest reporting segment, delivered 8.3% revenue growth for the full year, which was 7.7% growth on a constant currency basis. Sterigenics’ growth was driven by favorable pricing and improved volume and mix, and our Sterigenics team made significant progress on its EO facility enhancement program, as well as continued construction of a new X-ray facility, which opened in 2026. 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 8.2% revenue growth for the full year, which was 9.1% on a constant currency basis. Our Nordion team continues to make progress on their cobalt development programs and, during the fourth quarter, signed a cobalt-development agreement with Westinghouse and PSEG and secured a 25-year Class 1B license renewal for its Ottawa facility — the longest ever issued by the Canadian Nuclear Safety Commission. Finally, Nelson Labs experienced a 3.9% revenue decline for the full year (5.0% decline on a constant currency basis), driven by favorable pricing, growth in core lab testing services volume and mix, offset by decline in expert advisory services and consulting revenue. (1) This is a non-GAAP financial measure. See our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026 for more information and reconciliations to the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. 2025 Executive Compensation Highlights Our executive compensation program is designed to align the interests of our executives with the interests of our stockholders 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 stockholder 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 stockholder 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 2025 executive compensation program and demonstrates the program’s focus on the three principles described above. 2025 Annual Incentive Plan (AIP) Payouts. The Company’s 2025 performance produced payouts under our Annual Incentive Plan (“AIP”) at 103% of target for overall Company performance and at 108% 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. 2025 Long-Term Incentive Design Changes in Response to Stockholder Input. In response to input from our stockholders, we revised the design of our 2025 long-term incentive program for our NEOs. In particular, stockholders 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 addressed these preferences. In particular, we: ● Introduced performance share units (“PSUs”) into our grant mix for our NEOs, tied to the achievement of rigorous but attainable revenue and free cash flow goals over a three-year performance period; ● Further aligned our CEO’s total target pay with stockholder value creation by awarding him share appreciation units (“SAUs”) that are earned in annual tranches based on the achievement of challenging stock price improvement goals over their total three-year performance period; ● Introduced performance criteria to a portion of the RSUs granted to our non-CEO NEOs, tightening the linkage between these executives’ pay and stockholder 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 performance goals. Annual Long-Term Equity Incentive Awards Granted in 2025. In March 2025, we granted awards in our annual equity award cycle under our new long-term incentive design. Each NEO we employed as of March 2025 received a long-term equity incentive award comprised of PSUs and time-based RSUs, with the RSU awards to our non-CEO NEOs including a performance-based modifier, and our CEO receiving an award of SAUs. 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 stockholders. The LDC Committee also uses equity incentive compensation to help attract and retain talent. Consideration of 2025 Say-On-Pay Result Our stockholders 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 2025 Annual Meeting, we received over 99% 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 2025 and as it designed 2026 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 stockholders 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 rigorous but attainable 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; ●

  27. Compensation Discussion and Analysis

    Beyond the incorporation of PSUs into our long-term incentive program in 2025, we adjusted our CEO’s 2025 long-term incentive vehicle mix to better align with stockholder value creation by awarding him SAUs that are earned annually based on challenging stock price increases over their total three-year performance period; ● Added a performance feature to the RSU grant of our non-CEO NEOs, increasing alignment with stockholder value creation by tying a portion of the number of shares earned annually to stock price increases; and ● Designed these awards so that at least 50% of each NEO’s long-term incentive grant is performance-based.

  28. Consideration of 2025 Say-On-Pay Result

    | | 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 stockholder 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 | | | Align our incentive program design with commonly accepted “best practices,” such as multi-year long-term incentive goals, performance metrics and other design features that align with industry practices and delivery of a majority of the total pay opportunity of NEOs in the form of performance-based incentives | | | | | 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 performance goals | | |

  29. Consideration of 2025 Say-On-Pay Result

    | | What We Do | What We Do Not Do | | | Exclude from our incentive program financial results any distortions that arise by virtue of M&A activity, such as acquisitions that may otherwise overstate financial performance | |

  30. Consideration of 2025 Say-On-Pay Result

    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, we exceeded our EBITDA growth target in 2025, which resulted in an AIP payout at 103% of target for overall Company performance. Equity incentive compensation further aligns our NEOs’ compensation with long-term Company performance. PSUs are designed to help align with our long-term achievement by setting three-year performance goals and the performance of our stock drives the value of a portion of the RSUs for our non‑CEO NEOs and SAUs for our CEO. 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 the AIP, 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. 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 performance of the Company. We use equity awards to incentivize and reward long-term value creation and align our executives’ interests with those of our stockholders. Prior to 2025, our long-term equity incentive awards to NEOs were generally comprised of stock option awards and time-based RSUs granted as part of our annual equity award cycle. In direct response to input from our stockholders, at least 50% of the grant date fair value of our 2025 long-term incentive awards to each of our NEOs was tied to the achievement of performance goals. In addition, our 2025 awards of RSUs to our non-CEO NEOs included an incentive tied to stock price improvement. Our policies and practices regarding equity grants, including the timing of such grants, are further described beginning on page 45. The stock ownership guidelines we adopted to further align the interests of our senior executive team, executive officers and directors with those of our stockholders are further described on page 50. 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. From time to time we have also included special cash bonuses and equity awards in the total compensation of our executives to help further attract and retain talent, as further discussed herein and in previously filed Proxy Statements. 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 2025, 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 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. 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 2025 — Annual Incentive Plan (AIP).” The Role of the Compensation Consultant

  31. Consideration of 2025 Say-On-Pay Result

    The LDC Committee engaged Exequity as its independent compensation consultant for 2025. 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. 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 2025 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 in response to input from stockholders 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 and for total target pay. The LDC Committee assessed our 2024 compensation peer group for 2025 compensation decisions, based on a review by Exequity, and the LDC Committee determined that no changes were necessary. The 2024 peer group consisted of companies that we identified as competing with the Company for executive talent and business as well as companies referenced in executive compensation benchmarking analyses conducted by those 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 – 4.0x 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. The compensation peer group used for 2025 compensation decisions consisted of the following companies:

  32. Consideration of 2025 Say-On-Pay Result

    | ● 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 |

  33. Consideration of 2025 Say-On-Pay Result

    (1) Please refer to the Summary Compensation Table for actual base salary amounts earned by our NEOs in 2023, 2024 and 2025, 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 2025 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 2025 AIP are included in the below table. Our 2025 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 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 2025 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, 2025, subject to adjustments as deemed appropriate by the LDC Committee. Our 2025 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 2025 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, 2025. 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.

  34. Consideration of 2025 Say-On-Pay Result

    | 2025 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 < $532.0 million | <90% | 0% | | Threshold: Adjusted EBITDA of $532.0 million | 90% | 70% | | Target: Adjusted EBITDA of $591.4 million | 100% | 100% | | Maximum: Adjusted EBITDA of $650.6 million or more | 110% | Up to a maximum of 200% | | Sterigenics AIP Metric | | | | Below Threshold: Adjusted EBITDA of < $399.5 million | <90% | 0% | | Threshold: Adjusted EBITDA of $399.5 million | 90% | 70% | | Target: Adjusted EBITDA of $444.1 million | 100% | 100% | | Maximum: Adjusted EBITDA of $488.5 million or more | 110% | Up to a maximum of 200% |

  35. Consideration of 2025 Say-On-Pay Result

    The 2025 target bonus opportunities for Mr. Petras, Mr. Lyons, Mr. Rutz and Mr. Dimitrief were, respectively, 125%, 70%, 60% and 50% of their base salaries (unchanged levels from those in effect for 2024). 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 2025 Company AIP Metric and Sterigenics AIP Metric were $593.8 million and $449.2 million, respectively. The 2025 financial performance goals set forth under our AIP for overall Company performance and for Sterigenics performance were achieved at 100.4% of target and 101% 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 2025 performance. Note the threshold, target and maximum numbers differ from the table above exclusively due to currency exchange rates:

  36. Consideration of 2025 Say-On-Pay Result

    | | Annual Incentive Threshold(1) | | Annual Incentive Target | | Actual 2025 AIP Bonus Payout | | | | % of Base Salary | Amount ($) | % of Base Salary | Amount ($) | % of Base Salary | Amount ($) | | Michael B. Petras, Jr.(2) | 87.5% | 989,361 | 125.0% | 1,413,373 | 131.3% | 1,484,890 | | Jonathan M. Lyons(2) | 49.0% | 262,904 | 70.0% | 375,577 | 73.5% | 394,581 | | Michael P. Rutz(2) | 42.0% | 210,000 | 60.0% | 300,000 | 64.1% | 320,250 | | Alexander Dimitrief | 35.0% | 210,000 | 50.0% | 300,000 | 51.5% | 309,000 |

  37. Consideration of 2025 Say-On-Pay Result

    (1) No payout is made for performance below threshold levels. (2) Amounts shown for Mr. Petras and Mr. Lyons are blended to reflect their base salary prior to and following their base salary increase. Retention Cash Payment In February 2025, the Board approved a special cash award to Mr. Lyons to help encourage his long-term retention and to promote continued alignment with the Company’s long-term objectives. Mr. Lyons was granted a cash award of $500,000 which will vest in four installments as follows: (i) 10% vested six months from the grant date; (ii) 20% vested twelve months from the grant date; (iii) 30% will vest eighteen months from the grant date; and (iv) 40% will vest twenty-four months from the grant date, subject in each case to Mr. Lyons’ continued service with the Company through each applicable vesting date. If Mr. Lyons’ employment with the Company and its subsidiaries terminates for any reason prior to any applicable vesting date, any unvested portion of the award will be forfeited. 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 stockholders. The LDC Committee also uses equity incentive compensation to attract and retain talent. In 2025, we granted annual long-term equity incentive awards to our named executive officers. Our annual long-term equity incentive awards (the “2025 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 stockholders. 2025 Annual Equity Awards. As described above, in “2025 Compensation Decisions,” in March 2025, the LDC Committee recommended long-term equity incentive awards to each NEO we employed as of March 2025 considering, among other things, the executive’s 2024 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 2025 Annual Equity Awards”). The Board, upon the recommendation of the LDC Committee approved the March 2025 Annual Equity Awards for the non-CEO NEOs and, without the involvement of the CEO, approved the CEO’s March 2025 Annual Equity Award. In response to stockholder input preferring that a significant portion of NEOs’ long-term incentive opportunities be tied to the achievement of performance objectives, we revised the long-term incentive mix in 2025 to be weighted at least 50% in the form of performance-based awards (measured in terms of the grant date fair value of awards). The target long-term incentive mix for the March 2025 Annual Equity Awards was 50% PSUs and 50% RSUs for our non-CEO NEOs and 40% PSUs, 20% SAUs, and 40% RSUs for Mr. Petras. As explained above, for 2025, the LDC Committee determined that a combination of PSUs, SAUs and RSUs tightly aligned executives’ incentive opportunities with the creation of stockholder value. PSUs are tied to three-year performance goals and SAUs are tied to our stock price to further align our NEOs’ pay with stockholder value creation. RSUs help bolster the retention attributes of the program while incorporating performance goals for our non-CEO NEOs, which are critical in Sotera Health’s continued environment of challenging and variable operating conditions. The table below indicates the target value of the executive’s 2025 Annual Equity Award. The target values for Mr. Lyons and Mr. Rutz were increased for 2025 to address the gap between their target values for 2024 and the peer group market median.

  38. Consideration of 2025 Say-On-Pay Result

    | Named Executive Officer | 2025 Annual Equity Award Target Value ($) | | 2025 Annual Equity Awards | | | Michael B. Petras, Jr. | 8,000,000 | | Jonathan M. Lyons | 1,600,000 | | Michael P. Rutz | 1,300,000 | | Alexander Dimitrief | 1,500,000 |

  39. Consideration of 2025 Say-On-Pay Result

    These target values may vary from the actual accounting grant date fair values presented in the tables below. The following sections further describe the equity incentive compensation awarded to our NEOs under the 2020 Incentive Plan in 2025. Calculation of Equity Awards When granting equity awards, we use formulas to calculate the number of RSUs, PSUs and SAUs to be granted to our employees based on the target value of the award. When granting RSUs, PSUs and SAUs, we determine the number of shares of stock to be granted by dividing the target award value by the average closing sales price as quoted on Nasdaq of one share of Common Stock measured during the trailing 60-day period that ends on the day before the grant date, rounded down to the nearest whole unit. Performance Share Units The 2025 PSU awards are designed to be earned based on the achievement of specific performance measures over a period of three calendar years. For the 2025-2027 cycle that began on January 1, 2025, and ends on December 31, 2027, 50% of the PSU award is earned based on a revenue growth goal (the “Revenue PSUs”) and 50% of the PSU award is earned based on a free cash flow (“FCF”) goal (the “FCF PSUs”). The revenue growth and FCF goals cover the entire 2025 – 2027 performance period, and represent rigorous but attainable levels achievement, consistent with the Company’s operating plans. Revenue is based on the Company’s cumulative annual revenue for each year of the performance period and excludes the impact of foreign currency exchange rates and revenue derived from mergers and acquisition activity, in each case plus or minus special items that may occur from time to time that the Committee believes should adjust the as-reported results for measurement of such Revenue performance. FCF is determined by the Company’s cash provided by operating activities minus capital expenditures and excludes free cash flow derived from mergers and acquisitions activity and the tax effected impact of EO litigation settlements and professional services related to EO sterilization facilities, in each case measured from the first day of the performance period through the last day of the performance period. At threshold performance the number of Revenue PSUs and FCF PSUs that can be earned is 50% and 40% of the target number, respectively. The maximum number of Revenue PSUs and FCF PSUs that can be earned based on exceeding the performance goals is 200% of the target number.

  40. Consideration of 2025 Say-On-Pay Result

    | Named Executive Officer | Target PSUs (#) | | 2025 Annual Equity Awards (PSUs) | | | Michael B. Petras, Jr. | 298,953 | | Jonathan M. Lyons | 59,790 | | Michael P. Rutz | 48,579 | | Alexander Dimitrief | 56,053 |

  41. Consideration of 2025 Say-On-Pay Result

    Share Appreciation Units In order to further tighten the relationship between stockholder value creation and Mr. Petras’s total pay opportunities, SAUs were awarded to Mr. Petras in 2025. The grant date fair value of the SAUs awarded to Mr. Petras in March 2025 was $1,038,858 . The SAUs generally vest and are earned as to 60% of the award after one year and 20% of the award in each of the second and third years following the grant date. The SAUs are earned only to the extent that rigorous but attainable levels of performance tied to the compound annual growth rate or our stock price as of each applicable vesting date compared to the price of our common stock measured during the 60-day period that ended on the date prior to the grant date (“Stock Price CAGR”) over the 2025 – 2027 period, as applicable. No SAUs will be earned on an applicable vesting date unless the measured Stock Price CAGR as of the applicable vesting date is 8% or higher. Mr. Petras was granted 149,476 SAUs, which represents the maximum number of SAUs that can be earned if the Company’s three-year annualized stock price appreciation over the 2025 – 2027 period is 15% per year or higher for each year. The table below details how the achievement of Stock Price CAGR determines the number of SAUs earned as of each applicable vesting date.

  42. Consideration of 2025 Say-On-Pay Result

    The LDC Committee evaluated the performance of the Stock Price CAGR performance goal for 2025 and deemed it was achieved at 32% resulting in the first tranche of the SAUs awarded to Mr. Petras vesting and being earned as to 89,686 shares of our common stock, the maximum level of attainment. Restricted Stock Units RSUs enhance the linkage between stockholder 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 2025 Annual Equity Awards was comprised of approximately 40% RSUs for Mr. Petras and 50% RSUs for Mr. Lyons, Mr. Rutz and Mr. Dimitrief. The table below shows the number of RSUs granted to Mr. Petras, Mr. Lyons, Mr. Rutz and Mr. Dimitrief on March 3, 2025. The RSUs granted as 2025 Annual Equity Awards generally vest as to 60% of the target number of RSUs granted after one year and 20% of the target number of RSUs in each of the second and third years following the grant date. Continued service of the executive during the vesting period is generally required.

  43. Consideration of 2025 Say-On-Pay Result

    | Named Executive Officer | RSUs (#) | | 2025 Annual Equity Awards (RSUs) | | | Michael B. Petras, Jr. | 298,953 | | Jonathan M. Lyons | 59,790 | | Michael P. Rutz | 48,579 | | Alexander Dimitrief | 56,053 |

  44. Consideration of 2025 Say-On-Pay Result

    In order to further tighten the relationship between non-CEO NEOs’ pay opportunities and stockholder value creation, the 2025 RSU award to Mr. Lyons, Mr. Rutz and Mr. Dimitrief includes a performance-based modifier that is tied to annual Stock Price CAGR results. As of each applicable vesting date for the 2025 RSU award, the number of RSUs earned will be the percentage of RSUs set to vest as of the applicable vesting date multiplied by the Stock Price CAGR modifier. The table below details how the achievement of Stock Price CAGR operates under the RSU awards:

  45. Consideration of 2025 Say-On-Pay Result

    We maintain and operate a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) to comply with clawback rules adopted by 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 stockholder return (“TSR”). 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 general, our broad-based equity awards (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. As a general matter, the LDC Committee does not take material nonpublic information into account when determining the timing and terms of such awards. Due to the grant timing described above, grants are generally made during open trading windows. The grant process and timing described above is used to provide for a routine and regular grant practice regarding annual awards, and in order to make sure that the existence (or lack thereof) of material non-public information is not a material factor in decisions about the timing or size of grants. In this sense, the LDC Committee acts in a neutral manner with respect to the existence (or lack thereof) of material nonpublic information when making grants. Further, the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Deductibility of Compensation Prior to the effectiveness of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), Section 162(m) of the Code (“Section 162(m)”) imposed an annual deduction limit of $1 million on the amount of compensation paid to both the chief executive officer and certain other named executive officers. The deduction limit did not apply to performance-based compensation satisfying the requirements of Section 162(m). Effective in fiscal year 2018, the Tax Act eliminated the Section 162(m) provisions exempting performance-based compensation from the $1 million deduction limit for compensation granted or materially modified after November 2, 2017. While the LDC Committee will take into account the tax and accounting implications (including with respect to the expected lack of deductibility under the revised Section 162(m)) when making compensation decisions, it reserves the right to make compensation decisions based on other factors if the LDC Committee determines it is in the Company’s best interests to do so and as a result, some of the compensation paid to our NEOs may not be deductible. Compensation Committee Interlocks and Insider Participation None of the members of our LDC Committee, including our former director and LDC Committee member Mr. Mihas, is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or LDC Committee.

  46. Compensation Tables

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3)(4)(5) | Option Awards | Non-Equity Incentive Plan Compensation(6) | All Other Compensation(7) | Total | | Michael B. Petras, Jr. Chairman and CEO | 2025 | $1,130,699 | — | $8,022,400(8) | — | $1,484,890 | $18,074 | $10,656,063 | | | 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 | | Jonathan Lyons SVP, CFO | 2025 | 536,539 | $50,000 | 2,087,272(9) | — | 394,581 | 17,991 | 3,086,383 | | | 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 | 2025 | 500,000 | — | 1,341,266 | — | 320,250 | 18,513 | 2,180,029 | | | 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 | | Alexander Dimitrief Former SVP and General Counsel | 2025 | 600,000 | — | 1,547,623 | — | 309,000 | 2,989 | 2,459,612 | | | 2024 | 600,000 | — | 749,999 | 751,361 | 282,000 | 7,611 | 2,390,971 | | | 2023 | 600,000 | — | — | — | 260,100 | 2,077 | 862,177 |

  47. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested 2025 Option Exercises and Stock Vested The following table sets forth information regarding stock vested in the fiscal year ended December 31, 2025 for each of our NEOs. None of our NEOs exercised stock option awards in the fiscal year ended December 31, 2025.

  48. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Michael B. Petras, Jr. | 224,856 | $2,803,954 | | Jonathan M. Lyons | 39,363 | 458,018 | | Michael P. Rutz | 71,081 | 883,591 | | Alexander Dimitrief | 17,135 | 213,673 |

  49. 2025 Option Exercises and Stock Vested

    (1) For Mr. Petras and Mr. Rutz, these numbers include RSUs granted under our 2020 Incentive Plan, 33% of which vested on March 2, 2025 (224,856 and 29,220 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 2025 for Mr. Rutz was 41,861 shares. For Mr. Lyons, these numbers include RSUs granted under our 2020 Incentive Plan, 33% of certain awards which vested on August 5, 2025 (25,655 RSUs) and 33% of other awards which vested on March 2, 2025 (13,708). For Mr. Dimitrief, this number includes RSUs granted under our 2020 Incentive Plan, 33% of which vested on March 2, 2025. (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, 2025 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. 2025 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, 2025 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.

  50. 2025 Option Exercises and Stock Vested

    | Name | Executive Contributions in Last FY ($)(1) | Registrant contributions in last FY ($)(2) | Aggregate earnings in last FY ($)(3) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($)(4) | | Michael B. Petras, Jr. | — | — | — | — | — | | Jonathan M. Lyons | — | — | — | — | — | | Michael P. Rutz | 75,000 | — | 71,707 | — | 450,954 | | Alexander Dimitrief | — | — | — | — | — |

  51. 2025 Option Exercises and Stock Vested

    (1) Amounts in this column represent executive contributions to the Supplemental Retirement Benefit Plan, which are reflected in the “Salary” column of the 2025 Summary Compensation Table.

  52. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation (2) 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 2025 Summary Compensation Table. (3) 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 2025 Summary Compensation Table because the earnings are not “above-market” or preferential. (4) This column includes $379,247 previously reported for Mr. Rutz in prior years’ Summary Compensation Tables.

  53. 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, 2025. 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 2025. 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 2025. 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. 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 served 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 2025. Under the Dimitrief Offer Letter, Mr. Dimitrief was 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 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. 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. 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

  54. Potential Termination Payments

    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 SVP and CFO. 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 SVP and CFO was set at $475,000. See the Summary Compensation Table for information on Mr. Lyons’ base salary paid in 2025. 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 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 had been 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 would have been 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. Cash Retention Award with Mr. Jonathan Lyons Mr. Lyons entered into a Cash Retention Bonus Agreement with us, dated as of March 3, 2025 pursuant to which Mr. Lyons is eligible for a cash bonus of $500,000 in consideration for his active employment with us through certain vesting dates. If Mr. Lyons’ employment with the Company and its subsidiaries terminates for any reason prior to any applicable vesting date, any unvested portion of the cash retention award will be forfeited in its entirety. For more information on Mr. Lyons’ Cash Retention Bonus Agreement see “Retention Cash Payment.” 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 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. 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 equity awards in connection with our Initial Public Offering 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: ●

  55. Potential Termination Payments

    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 is also 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 2022 Equity Awards, the 2023 Equity Awards, the 2024 Equity Awards and the 2025 Equity Awards (in each case, as defined below) (collectively the “NEO Equity Awards”). See “Compensation Elements for 2025 — Long-Term Equity Incentive Compensation” and “Outstanding Equity Awards at 2025 Year-End” for additional information on the terms of the NEO Equity Awards. For purposes of this section, the “2022 Equity Awards” means (i) the stock options and RSUs granted under the 2020 Incentive Plan to Mr. Petras and Mr. 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 Mr. Petras, Mr. Lyons, Mr. Rutz and Mr. Dimitrief in March 2024. For purposes of this section, the “2025 Equity Awards” means, as applicable, (i) the PSUs (the “2025 Equity Award PSUs”), SAUs (the “2025 Equity Award SAUs”) and RSUs (the “2025 Equity Award RSUs”) granted under the 2020 Incentive Plan to Mr. Petras, Mr. Lyons, Mr. Rutz and Mr. Dimitrief in March 2025 and (ii) the Lyons Retention Award. Treatment upon Termination due to Death or Disability 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) with the vesting of unvested 2025 Equity Award PSU awards deemed earned and vested at target level of performance as of the date of such termination and actual performance for the 2025 Equity Award RSUs and 2025 Equity Award SAUs determined as of the date of such termination. Treatment upon Qualifying Retirement

  56. Potential Termination Payments

    Each of Mr. Rutz and Mr. Lyons will receive an additional 2 years of time-based vesting credit in respect of all outstanding unvested NEO Equity Awards (other than the Lyons Retention Award and with the vesting of unvested PSU awards deemed earned and vested at target level of performance as of the date of such termination and actual performance for the 2025 Equity Award RSUs being determined as of the date of such termination) if, following the 1-year anniversary of the NEO Equity Award grant date (other than for the 2025 Equity Award PSUs) and following the 2-year anniversary of the 2025 Equity Award PSUs, 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 Mr. Rutz and Mr. 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 and an additional 2 years of time-based vesting credit in respect of his 2025 Equity Awards (with the vesting of unvested PSU awards deemed earned and vested at target level of performance as of the date of such termination and actual performance for the 2025 Equity Award RSUs being determined as of the date of such termination) if, following the 2-year anniversary of the 2024 Equity Awards grant date, Mr. Dimitrief retires at or older than age 65 and for the 2025 Equity Grants he retires at or older than age 55 with 10 or more years of service to the Company. 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, with the vesting of unvested PSU awards deemed earned and vested at target level of performance as of the date of such termination and actual performance for the 2025 Equity Award SAUs being determined as of the date of such termination. 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, 2025, 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. 2025 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, 2025 based on our closing stock price of $17.64 on such date:

  57. 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) | $2,282,175 | — | — | $2,282,175 | | | COBRA continuation(5) | 17,139 | — | — | 17,139 | | | Value of accelerated Options RSUs, PSUs and SAUs(6) | 17,193,345 | $17,193,345 | $5,591,588 | 18,775,406 | | Jonathan Lyons | Cash Severance(4) | 925,577 | — | — | 925,577 | | | COBRA continuation | — | — | — | — | | | Value of accelerated Options RSUs and PSUs(7) | — | 4,090,213 | — | 4,406,622 | | Michael P. Rutz | Cash Severance(4) | 500,000 | — | — | 500,000 | | | COBRA continuation(5) | 17,139 | — | — | 17,139 | | | Change in Control Bonus(8) | — | — | — | 1,500,000 | | | Value of accelerated Options RSUs and PSUs(9) | — | 2,954,695 | — | 2,851,780 | | Alexander Dimitrief | Cash Severance | — | — | — | — | | | COBRA continuation | — | — | — | — | | | Value of accelerated Options RSUs and PSUs(10) | — | 2,987,412 | — | 3,284,046 |

  58. 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, 2025, 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%. Mr. Petras, Mr. Rutz and Mr. Lyons are entitled to cash severance upon a qualifying termination whether or not a Change in Control has occurred. In addition to his base salary continuation, Mr. Lyons receives his target AIP amount for the year of termination, and for purposes of this disclosure Mr. Lyons’ actual AIP target for 2025 is used. 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 Mr. Petras and Mr. 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. Petras was granted stock options and RSUs on March 6, 2023 that vest or vested 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. Mr. Petras was also granted RSUs and SAUs on March 3, 2025, that vest on March 2, 2026, March 2, 2027 and March 2, 2028 and PSUs that vest on December 31, 2027. Amounts shown here reflect the value of the acceleration of Mr. Petras’ equity awards as of December 31, 2025: (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 $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, 2025, which was $17.64. The values of the accelerated 2023 Equity Award RSUs, 2024 Equity Award RSUs and 2025 Equity Award RSUs are calculated as the number of shares underlying the RSUs that will vest on each qualifying termination multiplied by the price of our stock on December 31, 2025, which was $17.64. The value of accelerated 2025 Equity Award SAUs is calculated as the number of shares underlying the SAUs at the same level at which they are disclosed in the “Outstanding Equity Awards at 2025 Year-End” table above that will vest on each qualifying termination multiplied by the price of our stock on December 31, 2025, which was $17.64. 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 at target level of performance. (7) 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. Mr. Lyons was also granted RSUs with a performance modifier on March 3, 2025, that vest on March 2, 2026, March 2, 2027 and March 2, 2028 and PSUs that vest on December 31, 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, 2025, which was $17.64. The values of accelerated 2023 Equity Award RSUs and the 2024 Equity Award RSUs are 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, 2025, which was $17.64. 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 at target level of performance. (8) 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. (9)

  59. Potential Termination Payments

    Mr. Rutz was 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. Mr. Rutz was also granted RSUs with a performance modifier on March 3, 2025, that vest on March 2, 2026, March 2, 2027 and March 2, 2028 and PSUs that vest on December 31, 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 $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, 2025, which was $17.64. The value of accelerated 2023 Equity Award RSUs and 2024 Equity Award 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, 2025, which was $17.64. The value of the 2025 Equity Award RSUs is calculated as the number of shares underlying the RSUs at the same level at which they are disclosed in the “Outstanding Equity Awards at 2025 Year-End” table above that will vest on each qualifying termination multiplied by the price of our stock on December 31, 2025, which was $17.64. 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 at target level of performance. (10) 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. Mr. Dimitrief was also granted RSUs with a performance modifier on March 3, 2025, that vest on March 2, 2026, March 2, 2027 and March 2, 2028 and PSUs that vest on December 31, 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, 2025, which was $17.64. The value of the 2024 Equity Award 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, 2025, which was $17.64. The value of the accelerated 2025 Equity Award RSUs is calculated as the number of shares underlying the RSUs at the same level at which they are disclosed in the “Outstanding Equity Awards at 2025 Year-End” table above that will vest on each qualifying termination multiplied by the price of our stock on December 31, 2025, which was $17.64. In the event an acquirer does not assume or substitute the award upon a Change in Control, the awards will vest in full at target level of performance.

  60. Pay Versus Performance

    Pay Versus Performance 2025 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 2025 for this Proxy Statement’s NEOs, as well as our named executive officers from our 2025, 2024, 2023 and 2022 Proxy Statements (each of 2021, 2022, 2023, 2024 and 2025 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: ● The information in columns (b) and (d) of the PVP Table comes directly from this year’s or prior years’ Summary Compensation Tables; and ● As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years.

  61. Pay Versus Performance

    | (a) | (b)(1) | (c)(1)(2) | (d)(3) | (e)(3)(4) | (f)(5) | (g)(5)(6) | (h)(7) | (i)(8) | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for Non- CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs | Company Total Stockholder Return | Peer Group Total Stockholder Return | Net Income (Loss) ($ Thousands) | Adjusted EBITDA ($ Thousands) | | 2025 | $10,656,063 | $16,713,725 | $2,575,341 | $3,668,279 | $64 | $148 | 77,949 | 593,801 | | 2024 | 10,392,468 | 5,073,064 | 2,337,051 | 1,737,819 | 54 | 136 | 44,398 | 548,574 | | 2023 | 9,701,005 | 31,189,170 | 1,405,960 | 3,514,502 | 67 | 132 | 51,376 | 528,029 | | 2022 | 16,659,858 | 5,908,688 | 2,000,869 | (872,149) | 33 | 130 | (233,570) | 506,249 | | 2021 | 2,197,574 | (2,362,888) | 658,885 | (789,682) | 94 | 132 | 116,182 | 481,229 |

  62. Pay Versus Performance

    (1) The CEO in all five reporting years is Michael B. Petras, Jr.; reflects compensation amounts reported in the Summary Compensation Table (“SCT”) for Mr. Petras for the years ended December 31, 2025, 2024, 2023, 2022 and 2021, respectively. (2) “Compensation actually paid” (“CAP”) to our CEO in 2025, 2024, 2023, 2022 and 2021 reflects the respective amounts in the SCT, adjusted as required pursuant to Item 402(v) of Regulation S-K. (3) The following non-CEO PVP NEOs are included in the average figures shown: ● 2021: Michael Rutz, Scott Leffler, Terrence Hammons and Matthew Klaben ● 2022: Michael Rutz, Scott Leffler, Terrence Hammons, Matthew Klaben, Alexander Dimitrief and Michael Biehl ● 2023: Michael Rutz, Alexander Dimitrief, Michael Biehl and Jonathan Lyons ● 2024: Michael Rutz, Alexander Dimitrief and Jonathan Lyons ● 2025: Michael Rutz, Alexander Dimitrief and Jonathan Lyons (4) Average CAP to our non-CEO NEOs in 2025, 2024, 2023, 2022 and 2021 reflects the respective amounts in the SCT, adjusted pursuant to Item 402(v) of Regulation S-K. (5) TSR for the Company and the peer group was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on December 31, 2020 and in accordance with Items 201(e) and 402(v) of Regulation S-K. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. (6) For purposes of this PVP disclosure, our peer group is the S&P 500 Healthcare Index (the “Peer Group”). (7) Reflects “Net Income (Loss)” in the Consolidated Statements of Operations and Comprehensive Income (Loss) included in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2025, 2024, 2023, 2022 and 2021 (“Net Income” and “Net Loss,” as applicable). 2022 Net Loss includes a $408 million legal reserve recorded in the fourth quarter of 2022 related to the binding term sheets to settle the EO claims in Cook County, Illinois, subject to the satisfaction or waiver by the Company of the various conditions set forth in the term sheets. (8) For purposes of this PVP disclosure, the Company-Selected Measure is Adjusted EBITDA, which is described below. Equity Valuations. The Company measures stock option grant date fair values using the Black-Scholes option pricing model as of the grant date. For the adjustments to equity compensation required under Item 402(v) of Regulation S-K, stock option fair values as of each measurement date apply the Black-Scholes option pricing model with updated assumptions (i.e., expected term, volatility, dividend yield, risk free rates) and common stock price as of each year end and vesting date. The Company measures the fair value of RSUs, PSUs and restricted common stock awards (“RSAs”) using the closing market price of our common stock as of the grant date. Certain RSUs, PSUs and SAUs awarded in 2025 contain a performance modifier based on the achievement of growth targets of the market value of the Company's common stock price. The fair value of these awards is estimated using a Monte Carlo simulation valuation model, as these awards are subject to a market condition. For the adjustments to equity compensation required under Item 402(v) of Regulation S-K, RSUs and RSAs have been valued using the closing market price of our common stock as of each year end and each vesting date. The following table indicates the range of assumptions used to determine the value of stock option awards under the Black-Scholes option pricing model granted during 2020 – 2024 at various dates as required to calculate the executive compensation actually paid in 2023:

  63. Pay Versus Performance

    | Grant Year(1) | Expected volatility | Expected life (years) | Risk-free interest rate | | 2024(2) | 60.0% | 4.3 – 5.0 years | 3.7 – 4.0% | | 2023(2) | 60.0% – 62.5% | 3.6 – 4.2 years | 3.6 – 4.0% | | 2022(2) | 55.0% – 62.5% | 3.1 – 3.5 years | 3.6 – 4.0% |

  64. Pay Versus Performance

    (1) No NEO had option grants in 2025 or 2021. (2) Reflects 2025 option vesting date assumptions and assumptions for valuation as of December 31, 2025 for option awards that were granted in 2024, 2023, 2022 and 2020. The tables below disclose the amounts deducted from, and added to, the Summary Compensation Table total compensation amounts to calculate the Compensation Actually Paid for each of the applicable years, for the CEO and average non-CEO NEOs, as shown in columns (c) and (e) of the PVP Table, respectively (please note that while similar adjustment information was provided in our 2025 Proxy Statement for Covered Year 2024 and in our 2024 Proxy Statement for Covered Years 2023, 2022 and 2021, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our stockholders’ understanding of the information reported in the PVP Table for 2025 or the relationships disclosures provided below):

  65. Pay Versus Performance

    | CEO | | | | | | | | | Year | Summary Compensation Table Total Compensation | Less: Stock award and option award values reported in Summary Compensation Table for the Covered Year | Plus: Covered Year-end fair value for outstanding equity awards granted in Covered Year | Plus/Less: Change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | Plus/Less: Change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in Covered Year | Less: Fair value of stock and option awards forfeited during the Covered Year | CEO CAP | | 2025 | $10,656,063 | $(8,022,400) | $12,807,139 | $2,283,176 | $(1,010,252) | $— | $16,713,725 |

  66. Pay Versus Performance

    | Average Non-CEO NEOs | | | | | | | | | Year | Average Summary Compensation Table Total Compensation | Less: Average stock award and option award values reported in Summary Compensation Table for the Covered Year | Plus: Covered Year-end average fair value for outstanding equity awards granted in Covered Year | Plus/Less: Change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | Plus/Less: Change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in Covered Year | Less: Fair value of stock and option awards forfeited during the Covered Year | Non-CEO NEO CAP | | 2025 | $2,575,341 | $(1,658,720) | $2,567,676 | $329,604 | $(145,622) | $— | $3,668,279 |

  67. CEO Pay Ratio

    CEO Pay Ratio

  68. 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 2025: ● the annual total compensation of our median employee was $82,784; ● the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $10,656,063; and ● the ratio of our CEO’s annual total compensation to the median employee’s annual total compensation was 129 to 1. To identify our median employee, we used the base salary as of December 31, 2025 of our global population, which included 3,121 employees, excluding our CEO, of which 1,694 were U.S. employees and 1,427 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, 2025. In compliance with Item 402(u) and as permitted by SEC rules under a de minimis exemption, we excluded all employees in three countries (Mexico (85 employees), Costa Rica (22 employees) and Thailand (30 employees)) totaling 137 employees (approximately 4.39% of our total workforce) when identifying our median employee. After accounting for the de minimis exemption, 2,984 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 $82,784 was calculated in the same manner as we calculated total compensation for each of the named executive officers in the 2025 Summary Compensation Table.