Sotera Health Company (SHC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, with virtual participation and voting rights for shareholders of record as of March 27, 2026.

• Board and management emphasize operational excellence, disciplined growth, and sustainable value creation, with a focus on safety, quality, and service.

• Company achieved its 20th consecutive year of revenue growth, with 2025 revenue up 5.7% to $1.164 billion and net income of $77.9 million.

• Board refreshment continued, with new directors added and others stepping down, ensuring alignment with strategic needs.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four Class III directors for three-year terms, (2) advisory approval of executive compensation, and (3) ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• No shareholder nominations for directors were made this year.

Board of directors and corporate governance

• Board consists of 12 directors, with a mix of independent and sponsor-designated members; 91% are independent.

• Board is divided into three classes with staggered three-year terms; size to be reduced to 11 after the meeting.

• Lead Independent Director role strengthens oversight; annual self-evaluations and succession planning are conducted.

• Sponsor rights allow Warburg Pincus and GTCR to designate directors based on ownership levels.

• Board committees include Audit, Leadership Development and Compensation (LDC), Nominating and Corporate Governance (NCG), EO Litigation, and Nordion Pricing Committees.