Independent
Tenure on this board
5.8 yrs
Also a director at
Maravai Lifesciences Holdings Inc (MRVI)
Meeting calendar
SHC · Annual meeting · Thursday, May 21, 2026
Sotera Health Co
4 nominees · 3 ballot items.
Elect four Class III directors; advisory approval of named executive officer compensation (say-on-pay); ratify Ernst & Young LLP as independent auditors for fiscal 2026; and transact other business.
Market cap
$5.2B
1Y TSR
+48.3%
Board grade
B-
Record date
Mar 27, 2026
Filing
DEF 14A
Meeting concluded · May 21, 2026
Follow how the vote landed and what changed on Sotera Health Co’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Class III Directors
ManagementBoard: FORElect Sean L. Cunningham, Richard G. Kyle, Vincent K. Petrella and Christopher A. Simon as Class III directors to serve three-year terms ending in 2029.
- 2
Advisory Vote to Approve Executive Compensation (Say-on-Pay
ManagementBoard: FORApprove, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
More detail
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers as described in the proxy materials. Management seeks support to confirm that its pay philosophy—emphasizing pay-for-performance, a mix of short- and long-term incentives, and at least 50% of LTIP tied to performance metrics—reflects stockholder preferences and to validate specific 2025 design features (PSUs, SAUs for the CEO, performance modifiers for RSUs, and AIP targets tied to Adjusted EBITDA and Sterigenics metrics). The board’s recommendation to vote FOR rests on the compensation committee’s review, use of an independent consultant, strong prior say-on-pay approval (~99% in 2025), and changes made after shareholder feedback to tighten performance alignment. The vote is advisory and non-binding but will be considered in future decisions; failure to obtain support would likely prompt the compensation committee to re-engage with investors and consider additional program changes.
- 3
Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Director elections
Nominees on the ballot4
Independent
Tenure on this board
0.5 yrs
Also a director at
Timken Co (TKR)Sonoco Products Co (SON)
Independent
Tenure on this board
5.6 yrs
Also a director at
Applied Industrial Technologies Inc (AIT)Gorman Rupp Co (GRC)
Independent
Tenure on this board
2.0 yrs
Also a director at
Haemonetics Corp (HAE)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Darsana Capital Partners LP | 9.1% | 26,000,000 | $373M |
| 2 | Sessa Capital IM, L.P. | 8.1% | 23,050,000 | $331M |
| 3 | Sculptor Capital LP | 7.6% | 21,717,728 | $311M |
| 4 | WARBURG PINCUS LLC | 6.7% | 19,102,952 | $274M |
| 5 | GTCR LLC | 4.5% | 12,735,301 | $183M |
| 6 | BlackRock, Inc. | 4.4% | 12,478,744 | $179M |
| 7 | Sachem Head Capital Management LPActivist | 4.1% | 11,645,000 | $167M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 10,735,006 | $154M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.7% | 10,608,717 | $152M |
| 10 | T. Rowe Price Investment Management, Inc. | 3.2% | 9,125,621 | $131M |
Peers
Nearest market capOther Healthcare sector meetings6
Upcoming shareholder meetings at Sotera Health Co’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Amneal Pharmaceuticals IncAMRX
Special meeting·Jul 31, 2026·$5.8B
Doximity IncDOCS
Annual meeting·Aug 27, 2026·$4.1B
Haemonetics CorpHAE
Annual meeting·Jul 24, 2026·$3.6B
Organon & CoOGN
Special meeting·Jul 23, 2026·$3.5B
Prestige Consumer Healthcare IncPBH
Annual meeting·Aug 4, 2026·$2.4B
Trulieve Cannabis CorpTRLV
Special meeting·Aug 5, 2026·$1.6B
Reference
Frequently asked questions
- When is the Sotera Health Co 2026 annual meeting?
- Sotera Health Co (SHC) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.
- What is the record date for the Sotera Health Co 2026 meeting?
- The record date for the Sotera Health Co 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Sotera Health Co's 2026 meeting?
- The board is presenting 4 director nominees at the Sotera Health Co 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Sotera Health Co 2026 meeting?
- Shareholders will vote on 3 proposals at the Sotera Health Co 2026 meeting, each tagged with who proposed it and the board's recommendation.
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