Independent
Tenure on this board
5.7 yrs
Also a director at
Maravai Lifesciences Holdings Inc (MRVI)
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.
Elect 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.
Approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
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.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Darsana Capital Partners LP | 9.12% | 26,000,000 | $373M |
| 2 | Sessa Capital IM, L.P. | 8.08% | 23,050,000 | $331M |
| 3 | Sculptor Capital LP | 7.62% | 21,717,728 | $311M |
| 4 | WARBURG PINCUS LLC | 6.70% | 19,102,952 | $274M |
| 5 | GTCR LLC | 4.47% | 12,735,301 | $183M |
| 6 | BlackRock, Inc. | 4.38% | 12,478,744 | $179M |
| 7 | Sachem Head Capital Management LPActivist | 4.08% | 11,645,000 | $167M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.76% | 10,735,006 | $154M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.72% | 10,608,717 | $152M |
| 10 | T. Rowe Price Investment Management, Inc. | 3.20% | 9,125,621 | $131M |
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