UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SOTERA HEALTH COMPANY

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

Sotera Health 2022 Proxy Statement and Notice of Annual Meeting of Stockholders

United by Our Mission, Driven by Our Values Sotera Health Company (Nasdaq: SHC) is a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry. The name Sotera Health was inspired by Soteria, the Greek goddess of safety, and reflects the Company’s unwavering commitment to its mission, Safeguarding Global Health®. 3,000+ employees Our Best-In-Class Businesses Sterigenics® Provider of mission-critical and government-mandated sterilization services ~5,500 customers in 50+ countries Nordion® Global leader in supply of Cobalt-60, the key input for gamma sterilization 50 sterilization facilities Nelson Labs® Provider of mission-critical medical device and pharmaceutical lab testing and advisory services 15 lab and advisory service locations 800+ laboratory tests Our Values Safety People Customer Focus Integrity Excellence

Safeguarding Global Health® Sotera Health - we are over 3,000 employees united each and every day by our mission, Safeguarding Global Health. The integrity, safety and excellence of our sterilization and lab testing services are at the heart of countless healthcare experiences and touch the lives of millions across the globe. You’ll find us at the start of something new. We help to protect the most vulnerable among us since their first breath. We sterilize and test: Feeding tubes and bags Breathing apparatuses and masks You’ll find us where people overcome obstacles and run another mile. We sterilize and test: Orthopedic implants for knees, hips, shoulders Cardiovascular implants, such as pacemakers and stents We are found where testing is done and discoveries are made. We sterilize and test: Syringes, needles and alcohol wipes Vials and stoppers that contain vaccines, including for COVID-19 Personal Protective Equipment, such as masks and gloves We bolster trust and confidence - from providing radiation to attack brain and breast cancer to sterilizing and testing products used to deliver cancer-fighting drugs. Radiation to treat brain and breast cancer Drug administration and infusion sets Sterile bandages and alcohol prep pads Many things on you, in you and around you in a healthcare setting have been sterilized and/or tested by Sotera Health – to ensure that healthcare is consistently and reliably safe every day.

		LETTER FROM THE CHAIRMAN       OF THE BOARD

In looking back, it was another year of growth for Sotera Health and I am proud of what we accomplished. In 2021, we completed our first full year as a public company. Although the past year was certainly one of the most challenging years in our Company’s history, the decades of hard work by our entire global team is reflected in our Company’s achievements, which include:

In the past year, I have appreciated the opportunity to meet and speak with so many of our stockholders. Thank you for taking the time to allow us to share more information with you about Sotera Health. Our Company, with Board oversight, is committed to our ESG efforts. As an organization, we will disclose our ESG progress now and in the future, as evidenced in this Proxy Statement. Later in 2022, you can expect to see Sotera Health’s first ESG report.

In summary, on behalf of the Board and our Executive Team, we are deeply grateful to our employees, our customers, and our partners for your ongoing support in 2021. To our investors, we thank you for your continued belief and investment in Sotera Health. We invite you to share your perspectives with us throughout the year and we will strive to live up to, and exceed, your expectations.

Michael B. Petras, Jr.

Chairman of the Board

and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Items of Business

Our Board recommends you vote (1) FOR the election of the three nominees for directors named in this Proxy Statement, (2) for a say-on-pay vote every ONE YEAR, and (3) FOR the ratification of our independent auditors.

Your vote is important to us. You may vote via the Internet or by telephone, or if you requested to receive printed proxy materials, by signing, dating and returning your proxy card. If you are voting via the Internet or by telephone, your vote must be received by 11:59 p.m., Eastern Daylight Time, on Wednesday, May 25, 2022. For specific voting instructions, please refer to the information provided in this Proxy Statement, together with your proxy card or the voting instructions you receive by e-mail or that are provided via the Internet.

If you received a Notice of Internet Availability of Proxy Materials on how to access the proxy materials via the Internet, a proxy card was not sent to you, and you may vote only via the Internet, unless you have requested a paper copy of the proxy materials, in which case, you may also vote by telephone or by signing, dating and returning your proxy card. Shares of Sotera Health common stock cannot be voted by marking, writing on and returning the Notice of Internet Availability of Proxy Materials. Any Notices of Internet Availability of Proxy Materials that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are set forth on the Notice of Internet Availability of Proxy Materials.

By order of the Board of Directors,

Terrence G. Hammons, Jr.

Secretary

April 14, 2022

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 26, 2022. Our Proxy Statement and Annual Report to Stockholders are being made available on or about April 14, 2022 at www.proxyvote.com. We are providing access to our proxy materials over the Internet under the rules adopted by the Securities and Exchange Commission (“SEC”).

TABLE OF CONTENTS

Proxy Statement Summary

Annual Meeting of Stockholders

PROXY STATEMENT SUMMARY

Your proxy is being solicited on behalf of the board of directors (“Board”) of Sotera Health Company (“Sotera Health”, the “Company”, “we”, “us” or “our”) to vote at the 2022 Annual Meeting of Stockholders (“Annual Meeting”). We are making this Proxy Statement available to stockholders beginning on April 14, 2022. This summary represents only selected information. We encourage you to read the entire Proxy Statement before voting.

Annual Meeting of Stockholders

		Time and Date		Thursday, May 26, 2022 at 9:00 a.m., Eastern Daylight Time
		Place		The Annual Meeting will be a virtual meeting held online at www.virtualshareholdermeeting.com/SHC2022 via a live audio webcast. You will not be able to attend the Annual Meeting in person. Please see “Virtual Annual Meeting” on the following page for additional information.
		Record Date		April 1, 2022
		Voting		Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and vote at, the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.
		Attendance		Stockholders and their duly appointed proxies may attend the meeting.

Proposals and Board Recommendations

Information on Director Nominees

Information about the three nominees for Class II directors, as of April 1, 2022, is included below. Our Nominating and Corporate Governance Committee reviewed the individual director attributes and contributions of each of the nominees

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Proxy Statement Summary

Information on Director Nominees

(without involvement in the review or discussion of his or her own attributes or contributions), and the Board recommends that stockholders vote FOR the election of each of these nominees.

Virtual Annual Meeting

The 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 April 1, 2022, the record date, or hold a valid proxy for the meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/SHC2022, 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 see “Questions and Answers About the Proxy Statement and Our 2022 Annual Meeting of Stockholders” on the following page.

We are committed to ensuring that stockholders who attend the virtual Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Stockholders will be able to submit questions to Sotera Health’s management and directors online during the Annual Meeting using 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 26, 2022. Online access and check-in will begin approximately 15 minutes prior to the 9:00 a.m. start time. We encourage you to access the meeting prior to the start time to allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call 844-986-0822 (US) or 303-562-9302 (International). If there are any technical issues in convening or hosting the meeting, we plan to promptly post information to our investor relations website, https://investors.soterahealth.com/, including information on when the meeting will be reconvened.

Questions and Answers About the Proxy Statement and Our 2022 Annual Meeting of Stockholders

QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND OUR 2022 ANNUAL MEETING OF STOCKHOLDERS

These proxy materials are being provided on or about April 14, 2022 to all stockholders of record of Sotera Health as of April 1, 2022.

If you requested to receive printed proxy materials, these materials also include an accompanying proxy card. If you received more than one proxy card, this generally means your shares are registered differently or are in more than one account. Please provide voting instructions for each proxy card or, if you vote via the Internet or by telephone, vote once for each proxy card you receive to ensure that all of your shares are voted.

At the time this Proxy Statement was mailed, we were not aware of any other matters to be presented at the Annual Meeting other than those set forth in this Proxy Statement and in the notice accompanying this Proxy Statement.

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Questions and Answers About the Proxy Statement and Our 2022 Annual Meeting of Stockholders

Stockholders of Record. If your shares of Sotera Health common stock are registered directly in your name with Sotera Health’s transfer agent, Computershare, you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you. As a stockholder of record, you have the right to grant your voting proxy directly to Sotera Health or to vote electronically at the Annual Meeting. If you requested printed proxy materials, we have enclosed an accompanying proxy card for you to use. You may also submit voting instructions via the Internet or by telephone by following the instructions on the accompanying proxy card, as described below under “How can I vote my shares?”

Beneficial Owners. If your shares of Sotera Health common stock are held in a brokerage account or by a broker, bank, or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank, or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account. However, because you are not the stockholder of record, you may not vote these shares electronically at the Annual Meeting, unless you follow the instructions from your broker, bank or other nominee. Your broker, bank, or other nominee has included a voting instruction form for you to use to direct them how to vote your shares. Please instruct your broker, bank, or other nominee how to vote your shares using the voting instruction form you received from them.

Voting over the Internet. To vote over the Internet, please follow either the instructions included on your proxy card or the voting instructions you receive by e-mail or that are being provided via the Internet. You will be asked to provide the 16-digit control number on your Notice of Internet Availability or Voting Instruction Form. If you vote over the Internet, you do not need to complete and mail a proxy card.

Voting by Telephone. To vote by telephone, dial 1-800-690-6903 and follow the recorded instructions. You will be asked to provide the 16-digit control number on your Notice of Internet Availability or Voting Instruction Form. If you vote by telephone, you do not need to complete and mail a proxy card.

Voting by Mail. If you have requested printed proxy materials, you may vote by mail by signing the proxy card and returning it in the prepaid and addressed envelope enclosed with the proxy materials. By signing and returning the proxy card, you are authorizing the individuals named on the proxy card to vote your shares at the Annual Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Annual

Questions and Answers About the Proxy Statement and Our 2022 Annual Meeting of Stockholders

Meeting so that your shares of Sotera Health common stock will be voted if you are unable to attend the Annual Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Your printed proxy materials may also indicate methods whereby you may vote by telephone or over the Internet instead of signing, dating and returning the proxy card by mail.

Voting Electronically at the Meeting. If you attend the virtual Annual Meeting and plan to vote electronically at the Annual Meeting, you can vote by following the instructions provided when you log in to the online virtual Annual Meeting platform. If you are a stockholder of record, you have the right to vote electronically at the Annual Meeting. If you are the beneficial owner of shares held in street name, you may also vote electronically at the Annual Meeting if you follow the instructions from your broker, bank or other nominee to vote those shares.

If you are a beneficial stockholder, you may revoke your proxy or change your vote only by following the separate instructions provided by your broker, trust, bank or other nominee.

Only the latest validly-executed proxy that you submit will be counted.

Abstentions and broker non-votes are counted as present for the purpose of determining a quorum.

Proposal 2: Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. You may vote to have such advisory votes every “1 YEAR,” “2 YEARS,” “3 YEARS,” or you may “ABSTAIN”. The frequency that receives the most votes will be considered the advisory vote of our stockholders. If you elect to abstain from this proposal, the abstention will not have any effect on the advisory vote.

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Questions and Answers About the Proxy Statement and Our 2022 Annual Meeting of Stockholders

Proposal 3: Ratification of Ernst & Young LLP. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022. If you elect to abstain from this proposal, the abstention will have the same effect as an “AGAINST” vote with respect to such proposal. The affirmative vote of the holders of not less than a majority of the outstanding common stock entitled to vote and present, in person or by proxy, at the meeting is required.

If you are a stockholder of record and you sign and return your proxy card without giving specific voting instructions, your shares will be voted on the proposals as recommended by our Board and in accordance with the discretion of the persons named on the proxy card with respect to any other matters that may properly come before the Annual Meeting.

If your shares are held in street name and you do not instruct your broker on a timely basis on how to vote your shares, your brokerage firm, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. Only the ratification of Ernst & Young LLP as our independent registered public accounting firm is a routine matter. Without your voting instructions, your brokerage firm cannot vote your shares on Proposal 1 or Proposal 2. These unvoted shares, called “broker non-votes,” refer to shares held by brokers who have not received voting instructions from their clients and who do not have discretionary authority to vote on non-routine matters. Broker non-votes are not considered entitled to vote on non-routine proposals. Broker non-votes will not have an effect on the outcome of the election of any director nominee or on the frequency of future advisory votes on named executive officer compensation.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

Questions and Answers About the Proxy Statement and Our 2022 Annual Meeting of Stockholders

If you share an address with another stockholder and received only one set of proxy materials and would like to request a separate paper copy of these materials, please contact the Broadridge Householding Department by phone at 1-866-540-7095 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717.

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Our Corporate Responsibility

OUR CORPORATE RESPONSIBILITY

At Sotera Health, our mission is Safeguarding Global Health^®. Across our businesses, we provide mission-critical, end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry. Our purpose ultimately is greater than our products and services — our integrity, the safety and excellence of our people, and our customer focus are at the heart of countless healthcare experiences that touch the lives of millions across the globe.

Our products and services serve broad human health and well-being needs. Whether providing critical inputs for vaccine production, preventing infection across a broad range of medical and pharmaceutical products, verifying the legitimacy of a product’s testing, or providing a variety of other services, we strive every day to live our commitment to United Nations Sustainable Development Goal #3, which is to ensure healthy lives and promote well-being for people around the world. That’s why our ESG strategy is integral to our mission.

Throughout this Proxy Statement, we are proud to report on our ESG activities and initiatives to our stockholders. Whether it is through our actions to advance an inclusive culture where all employees can thrive or our industry-leading approach to environmental, health and safety (“EHS”) initiatives, our recent progress is only the beginning of a multi-year strategy to coordinate, drive and communicate more broadly about our ESG activities. Disclosures regarding many of our governance practices and initiatives appear elsewhere in this Proxy Statement. Below are some highlights of our overall ESG strategy, including information about our progress on our corporate responsibility initiatives since the beginning of 2021.

Our Corporate Responsibility

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Our Corporate Responsibility

Board Composition, Nominations Process and Director Qualifications

Board Composition

BOARD COMPOSITION, NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

Board Composition

On November 24, 2020, we completed our initial public offering (“IPO”). Pursuant to the terms of the corporate reorganization that was completed in connection with our IPO, our predecessor, Sotera Health Topco Parent, L.P. (“Topco Parent”), distributed shares of Sotera Health common stock to its partners, including investment funds and entities affiliated with Warburg Pincus LLC (“Warburg Pincus”) and GTCR, LLC (“GTCR” and, together with Warburg Pincus, the “Sponsors”), in accordance with the limited partnership agreement of Topco Parent.

Our business and affairs are managed under the direction of the Board. Our Board currently consists of ten members, seven of whom were members of Topco Parent’s board of managers (“Board of Managers”) and elected to our current Board in connection with our IPO. Each of the ten current members were elected to our Board in compliance with the provisions of the stockholders’ agreement (“Stockholders’ Agreement”), entered into in connection with our IPO among our Company and certain holders of our common stock. Six of our ten directors were designated by our Sponsors. In particular, Warburg Pincus designated Mr. Chen, Ms. Geveda and Mr. Neary, and may designate up to two additional directors, for election to our Board, and GTCR designated Messrs. Cunningham, Donnini and Mihas for election to our Board.

In accordance with the terms of our amended and restated certificate of incorporation, effective as of the 2021 Annual Meeting of Stockholders, the Board determined to increase the size of the Board from nine to ten members, and increase the number of directors in Class I from three to four. Upon his election at the 2021 Annual Meeting of Stockholders, Dr. Wheadon joined our Board in Class I, with a term expiring at the Annual Meeting of Stockholders in 2024.

Each of the three current members of Class II will stand for election at the Annual Meeting. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal. The following table provides summary information, as of April 1, 2022, about each director, including the three nominees for election at the Annual Meeting. Additional information about each directors’ background and experience can be found in the sections “Board Experience and Skills”, “Board Diversity” and “Proposal 1 — Election of Directors”.

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Board Composition, Nominations Process and Director Qualifications

Board Skills, Experience and Attributes

Board Skills, Experience and Attributes

Our Board is comprised of a group of individuals with diverse skills, experience and attributes, which provides us with a wide range of perspectives and judgment necessary to guide our strategies, monitor their execution, and advance the interests of our stockholders. As described in further detail in “Director Nominee Criteria and Process”, our Governance Committee regularly evaluates the composition of our Board. The table below summarizes several of the key characteristics of each of our directors relevant to their Board service. The table is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to our Board.

Healthcare/ MedTech

Finance

International

Legal/ Regulatory

Technology & Science

ESG

C-Suite/ Operations

Strategy

Diversity (1)

Service on Other Public Company Boards

Name

Chen

—

Cunningham

1

Donnini

1

Geveda

—

Klee

1

Mihas

1

Neary

1

Petras

—

Petrella

2

Wheadon

2

As further described in “Director Nominee Criteria and Process”, all directors and director nominees demonstrate integrity, strength of character and judgment, business experience, specific areas of expertise, and the ability to devote adequate time and effort to Board responsibilities. Additional information regarding the skills, experience and attributes of each of the three nominees for election as a director at the Annual Meeting, and for each of the continuing members of our Board, is included in directors’ individual biographies on the following pages.

Board Composition, Nominations Process and Director Qualifications

Board Diversity

Board Diversity

Our Board composition reflects our commitment to diversity. Currently, of the ten directors on our Board, two have self-identified as women, one has self-identified as Asian, one has self-identified as African American or Black, one has self-identified as a member of the LGBTQ+ community, and our directors range in age from 38 to 64. We value diversity and are committed to achieving a mix of Board members that represent a diversity of skills, experience and backgrounds, including with respect to age, gender identity, sexual orientation, race and ethnicity.

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Board Composition, Nominations Process and Director Qualifications

Board Diversity

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Listing Rule 5606, as self-disclosed by our directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Listing Rule 5605(f).

Director Nominee Criteria and Process

The Governance Committee is responsible for identifying and screening candidates, for developing and recommending candidates to the Board, for evaluating candidates recommended or nominated by stockholders, for recommending to the Board all nominees for election to the Board at the annual meeting of stockholders, and for recommending any other action with respect to candidates nominated by stockholders. The Governance Committee’s recommendations must be consistent with our organizational documents and applicable law, as well as the Company’s obligations under our Stockholders’ Agreement. See “Corporate Governance — Structure and Role of the Board of Directors — Certain Sponsor Rights”. In evaluating candidates, the Board seeks individuals of high integrity and good judgment who have a record of accomplishment in their chosen fields, and who display the independence of mind and strength of character to effectively represent the best interests of all stockholders and provide practical insights and diverse perspectives. As described above in “Board Diversity”, the Board values diversity and seeks to achieve a mix of Board members that represent a diversity of skills, experience and background, including with respect to age, gender identity, sexual orientation, race and ethnicity.

Our Governance Committee reviews with our Board, on an annual basis, the independence, skills, experience and background of Board members, and the experience, skills and background of the Board as a whole, in determining whether to recommend incumbent directors for re-election. In identifying potential new candidates for Board membership, the Governance Committee considers recommendations from directors, stockholders, management, and from time to time it will engage executive search firms to assist in the identification of qualified candidates.

Once potential director candidates are identified, the Governance Committee begins an extensive evaluation process. The evaluation and selection of qualified directors is a complex process that involves the consideration of many factors, including the needs of our Board at that time. In addition to those qualifications necessary to meet the requirements of our organizational documents, applicable U.S. legal, regulatory and Nasdaq listing requirements, as well as the Company’s obligations under our Stockholders’ Agreement, among other things, the Governance Committee and Board consider the following with respect to each potential director nominee:

Board Composition, Nominations Process and Director Qualifications

Stockholder Nominations for Directors

Stockholder Nominations for Directors

The Governance Committee will consider potential director candidates recommended by stockholders in accordance with the procedures set forth in our corporate governance guidelines, organizational documents, our Stockholders’ Agreement and applicable law. As part of this responsibility, the Governance Committee is responsible for conducting, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the Board. The Governance Committee also oversees the nomination of director candidates by stockholders in accordance with our organizational documents, our Stockholders’ Agreement and applicable law.

Our amended and restated bylaws provide advance notice procedures for stockholders seeking to nominate candidates for election as directors at our annual meeting of stockholders, other than nominations made by or at the direction of the Board or pursuant to our Stockholders’ Agreement. Any stockholder nomination must comply with the requirements set forth in our amended and restated bylaws and should be sent in writing to our Secretary at Sotera Health Company, 9100 South Hills Blvd, Suite 300, Broadview Heights, Ohio 44147. To be considered timely notice, a stockholder’s notice must be received by the Secretary not earlier than the opening of business 120 days before, and not later than the close of business 90 days before, the first anniversary of the date of the preceding year’s annual meeting of stockholders. If no annual meeting was held in the previous year, or if the date of the applicable annual meeting has been changed by more than 30 days from the date of the previous year’s annual meeting, then a stockholder’s notice, in order to be considered timely, must be received by the Secretary not earlier than the opening of business 120 days before the date of such annual meeting, and not later than the close of business on the later of (i) 90 days prior to the date of such annual meeting; and (ii) the 10th day following the day on which public announcement of the date of such annual meeting was first made.

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Proposal 1: Election of Directors

Nominees for Election as Class II Directors

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board is currently comprised of ten directors, divided into three classes, each of whose members serve for staggered three-year terms. Each class consists, as nearly as possible, of one-third of the total number of directors.

The members of the classes are divided as follows:

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. In accordance with our corporate governance guidelines, as the election of directors at the Annual Meeting is uncontested, a director nominee must receive more votes cast “FOR” than “AGAINST” his or her election in order to be elected.

Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock (i.e., our Sponsors) can elect all of the directors standing for election, and the holders of the remaining shares are not able to elect any directors, subject to their rights under our Stockholders’ Agreement.

Nominees for Election as Class II Directors

At the Annual Meeting, the stockholders will vote to elect the three Class II director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. On the recommendation of the Governance Committee, our Board has unanimously nominated Ruoxi Chen, David A. Donnini, and Ann R. Klee for election to our Board. If any of the director nominees becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.

The following brief biographical descriptions of each director includes the primary individual experience, qualifications, attributes and skills, and a brief statement of those aspects of our directors’ backgrounds that led us to conclude that each director should serve as a member of our Board.

Proposal 1: Election of Directors

Nominees for Election as Class II Directors

		The Board recommends a vote “FOR” the election of each of the director nominees set forth above to serve until the 2025 Annual Meeting of Stockholders.

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Proposal 1: Election of Directors

Directors Continuing in Office

Directors Continuing in Office

Seven directors are serving for terms that end after the Annual Meeting, at the 2023 or 2024 annual meetings of stockholders. The following brief biographical descriptions include certain information regarding our directors’ individual experience, qualifications, attributes and skills, and a brief statement of those aspects of our directors’ backgrounds that led us to conclude that they should serve as directors.

Class III Directors (Term Expires at 2023 Annual Meeting)

Proposal 1: Election of Directors

Directors Continuing in Office

Class I Directors (Term Expires at 2024 Annual Meeting)

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Proposal 1: Election of Directors

Directors Continuing in Office

Corporate Governance

Structure and Role of the Board

CORPORATE GOVERNANCE

Structure and Role of the Board

Certain Sponsor Rights

Our Stockholders’ Agreement provides that investment funds and entities affiliated with Warburg Pincus are entitled to designate up to:

In addition, our Stockholders’ Agreement provides that investment funds and entities affiliated with GTCR are entitled to designate up to:

Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by our Board, subject to the rights of any holders of any series of our preferred stock; provided that, without the consent of Warburg Pincus or GTCR, the authorized number of directors may not exceed eleven as long as investment funds and entities affiliated with either Warburg Pincus or GTCR are entitled to designate at least one director. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board may have the effect of delaying or preventing changes in our control or management.

Subject to any restrictions under applicable law or the Nasdaq rules, our Stockholders’ Agreement provides that each of Warburg Pincus and GTCR is entitled to representation on each Board committee proportionate to the number of directors they are entitled to designate on our Board. In addition, Warburg Pincus is entitled to appoint the chairperson of our Leadership Development and Compensation Committee for so long as Warburg Pincus has the right to designate at least one director for election to our Board. See “Stockholders’ Agreement” on page 63 for additional information about our Stockholders’ Agreement.

Our amended and restated certificate of incorporation provides that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors; provided that for so long as investment funds and entities affiliated with either Warburg Pincus or GTCR, collectively, hold at least a majority of our outstanding capital stock, a director designated by investment funds and entities affiliated with either Warburg Pincus or GTCR, respectively, may be removed with or without cause by the affirmative vote of the holders of a majority of our outstanding capital stock and with the consent of Warburg Pincus or GTCR, respectively.

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Corporate Governance

Director Independence

Director Independence

Our Board, together with the Governance Committee and the Company’s legal counsel, conducts an annual review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of our directors and director nominees, with the exception of Mr. Petras, do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors and director nominees is “independent” as that term is defined under the listing standards of the Nasdaq. In making these determinations, the Board considered the current and prior relationships that each director and director nominee has with our Company and all other facts and circumstances the Board deemed relevant in determining their independence, including each director and director nominee’s beneficial ownership of our capital stock, and transactions involving them and the Company, if any, further described in the section titled “Certain Relationships and Related Party Transactions”.

The Sponsors beneficially own shares representing a majority of the outstanding shares of our common stock. As a result, we may be considered a “controlled company” within the meaning of the Nasdaq rules. Under the Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance standards, including:

These requirements would not apply to us as long as we remain a “controlled company.” Although we may qualify as a “controlled company,” we do not currently rely on this exemption and fully comply with all corporate governance requirements under the Nasdaq corporate governance standards.

Board Structure and Leadership

In accordance with our amended and restated certificate of incorporation, and as permitted by the General Corporation Law of the State of Delaware (“DGCL”), our Board is divided into three classes. Our classified Board structure has been in place since our IPO. While the Board believes its current structure continues to be in the best interests of the Company and our stockholders at this time, the Governance Committee annually considers the Board’s classified structure and will make recommendations to the Board with respect thereto as the Governance Committee deems appropriate.

Our corporate governance guidelines provide that the chair of our Board (the “Chair” or “Chairman”) is a member of the Board and may or may not be an officer or employee of the Company. It is the policy of the Company that the positions of the Chair and the Chief Executive Officer (“CEO”) be held by the same person, except in unusual circumstances. The principal duty of the Chair is to lead and oversee the Board. Mr. Petras has served as our CEO since June 2016. He was chairman of the Board of Managers of Topco Parent from January 2019 through November 2020, and has been Chairman since October 2020. The Board believes that combining the Chair and CEO roles is currently the most effective leadership structure because of Mr. Petras’s extensive knowledge and experience of the Company’s operations, his knowledge of the industries we serve and his collaborative working and leadership style.

If the Chairman is also the CEO, the independent directors may, but are not required to, select from themselves a lead director. We do not currently have a lead director. The Board believes that its function to monitor the performance of senior management is fulfilled by the presence of independent directors of stature who have substantive knowledge of the Company’s business. Pursuant to our corporate governance guidelines, our independent directors are required to meet at least two times per year without management present. As described in “Executive Sessions,” in 2021, the independent

Corporate Governance

Board Role in Risk Oversight

directors met in executive session four times without the Chairman or any other member of management present. Given our independent directors’ open and active communications, at this time the Board believes its current leadership structure is appropriate.

Our Governance Committee annually considers the Board’s leadership structure, including the combined Chair and CEO roles, and the appointment of a lead director, and will make recommendations to the Board with respect thereto as the Governance Committee deems appropriate.

Board Role in Risk Oversight

Our Board is responsible for overseeing senior management’s risk management responsibilities, including assessing senior management’s processes for identifying and managing risks. This is carried out at the level of the full Board and through its four committees.

An important element of the Board’s oversight involves regular interaction with senior management. The Board receives regular reports throughout the year from senior management, including from senior management in each of our three business units, to ensure it is well informed of risk exposures related to our strategy and operations, including regarding environmental, health and safety, sustainability, quality, legal, financial and reporting, and human capital management risks. In addition, the Board has tasked each of its committees with the following risk-related responsibilities, described in more detail in the section, “Committees of the Board of Directors”:

Primary Areas of Risk Oversight

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Corporate Governance

Committees of the Board of Directors

Board Meetings and Attendance

All directors are expected to attend all or substantially all meetings of the Board and meetings of the committees of the Board on which they serve, as well as our annual meeting of stockholders. The Board met seven times in 2021 and each director attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was a director or committee member. In addition, all directors attended the 2021 Annual Meeting of Stockholders.

Executive Sessions

Executive sessions are typically scheduled immediately after each regular Board meeting. Throughout 2021, directors met in executive session seven times, and the independent directors met in executive session four times without the Chairman or any other member of management.

Committees of the Board of Directors

We have an Audit Committee, a Leadership Development and Compensation Committee (“LD&C Committee”), a Governance Committee and a Nordion Pricing Committee. The composition and responsibilities of each of the committees of our Board are described below. The Governance Committee is responsible for reviewing committee membership and making recommendations to the Board regarding committee composition, consistent with the Company’s organizational documents, our Stockholders’ Agreement and applicable law. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may change the membership of committees or establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

The Audit Committee’s main purpose is to oversee our accounting and financial reporting processes, our relationship with our independent auditors, our compliance with legal and regulatory requirements and our policies and procedures with respect to risk assessment and risk management.

In carrying out this purpose, the Audit Committee:

The Audit Committee met five times in 2021. The current members of the Committee are Mr. Petrella (chair), Ms. Klee and Dr. Wheadon. Dr. Wheadon joined the Audit Committee in May 2021. Each member of the Committee is “independent,” as

Corporate Governance

Committees of the Board of Directors

defined under the Nasdaq rules and Rule 10A-3 of the Exchange Act. Our Board has determined that each director appointed to the Audit Committee is financially literate, and the Board has determined that Mr. Petrella is a financial expert. Ms. Geveda served on the Audit Committee until her resignation from the Committee on November 1, 2021, to ensure the Company’s ongoing compliance with applicable independence standards for Audit Committee membership. Our Board had previously determined that Ms. Geveda did not satisfy applicable Audit Committee independence standards because of the equity ownership in our Company held by investment funds and entities affiliated with Warburg Pincus, of which Ms. Geveda is a managing director, but determined that Ms. Geveda was permitted to remain on the Audit Committee for a period of up to one year after our IPO in accordance with the phase-in period under the Nasdaq rules.

Our Audit Committee operates under a written charter, which is available on our Investor Relations website at https://investors.soterahealth.com/.

Leadership Development and Compensation Committee

In December 2021, the LD&C Committee recommended and the Board approved amendments to both the charter of the LD&C Committee and the corporate governance guidelines to change the name of the Compensation Committee to the “Leadership Development and Compensation Committee” to better reflect the functions of the Committee. The purpose of the LD&C Committee is to oversee the compensation of our directors and employees, including our CEO and other executive officers, oversee management development and succession planning, and related matters.

In carrying out this purpose, the LD&C Committee:

The LD&C Committee met five times in 2021. The members of the LD&C Committee are Mr. Neary (chair) and Mr. Mihas. Each of Mr. Neary and Mr. Mihas are “independent,” as defined under the Nasdaq rules. Because we may be considered a “controlled company” under the Nasdaq rules, our LD&C Committee may not be required to be fully independent, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules and the LD&C Committee was not then fully independent, we would be required to adjust the composition of the LD&C Committee as and if necessary in order to comply with such rules.

Our LD&C Committee operates under a written charter, which is available on our Investor Relations website at https://investors.soterahealth.com/.

Nominating and Corporate Governance Committee

The Governance Committee’s main purpose is to identify and evaluate individuals qualified to become Board members consistent with criteria approved by the Board, to recommend for the Board’s approval the slate of nominees to be proposed to stockholders for election to the Board, develop and recommend to the Board for approval a set of corporate governance guidelines, lead the annual review of the performance of the Board and each of its standing committees, and oversee our program related to corporate responsibility and sustainability, including ESG initiatives.

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Corporate Governance

Corporate Governance Policies and Practices

In carrying out this purpose, the Governance Committee:

The Governance Committee met four times in 2021. The members of the Governance Committee are Ms. Klee (chair), Mr. Chen, Mr. Cunningham, Mr. Donnini and Dr. Wheadon. Dr. Wheadon joined the Governance Committee in May 2021. Each of Ms. Klee, Mr. Chen, Mr. Cunningham, Mr. Donnini and Dr. Wheadon are “independent,” as defined under the Nasdaq rules. Because we may be considered a “controlled company” under the Nasdaq rules, our Governance Committee may not be required to be fully independent, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules and the Committee was not then fully independent, we would be required to adjust the composition of the Governance Committee as and if necessary in order to comply with such rules.

Our Governance Committee operates under a written charter, which is available on our Investor Relations website at https://investors.soterahealth.com/.

Nordion Pricing Committee

The Nordion Pricing Committee is responsible for overseeing matters related to Nordion’s pricing that require review of sensitive or confidential customer information. The main purpose of this Committee is to prevent confidential information relating to Nordion’s customers from being shared with individuals who are involved in the day-to-day operations of Sterigenics. The members of the Nordion Pricing Committee are Mr. Cunningham, Ms. Geveda, and Mr. Petrella. Mr. Petrella joined the Nordion Pricing Committee in May 2021.

Corporate Governance Policies and Practices

Corporate Governance Guidelines

In November 2020, the Board adopted corporate governance guidelines that we believe reflect the Board’s commitment to sound governance policies and practices. The Governance Committee is responsible for reviewing the corporate governance guidelines annually and recommending amendments to the Board as it deems necessary or appropriate for the Board to discharge its responsibilities more effectively. In December 2021, on the recommendation of both the Governance Committee and the LD&C Committee, the Board approved amendments to the corporate governance guidelines to change the name of the Compensation Committee to the “Leadership Development and Compensation Committee” to better reflect the Compensation Committee’s functions. You can find the full text of our corporate governance guidelines on our investor relations website at https://investors.soterahealth.com/.

Board and Committee Self-Evaluations

The Board and each standing committee conduct annual self-evaluations. Consistent with its charter, the Governance Committee led the Board evaluation process and oversaw the annual evaluation of the performance of each standing committee of the Board. The chair of the Governance Committee reports to the Board conclusions about the effectiveness and performance of the Board and may make recommendations to the Chair regarding proposed changes considered appropriate for the Board’s consideration.

Corporate Governance

Communications with the Board

Code of Business Conduct and Ethics

Our Board has adopted procedures and policies to comply with the Sarbanes-Oxley Act of 2002 and the rules adopted by the SEC and the Nasdaq, including a global code of conduct applicable to all employees, including our CEO, Chief Financial Officer (“CFO”) and other executive and senior financial officers and all persons performing similar functions. Our global code of conduct is available on our website. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq.

Promoting Integrity

Integrity is one of our core values. We expect the highest standards of integrity from our employees when dealing with customers, suppliers, and each other. If employees do not feel comfortable or are otherwise unable to raise with their manager questions or concerns regarding ethics, compliance with laws, regulations or policies, or workplace culture, employees are expected and encouraged to promptly report those questions or concerns on our Global Ethics Line. Our Global Ethics Line is available 24-hours a day, 7-days a week to every employee worldwide. Live telephonic assistance is available via a tollfree number with operators available in multiple languages. Reports may also be made via electronic submission through our Global Ethics Line web portal. All reporters have the option of remaining anonymous to the extent permitted by local laws and regulations.

Calls to our Global Ethics Line are received by a third-party vendor that promptly reports the issue to our internal investigations team. Pursuant to our whistleblower policy, general reports received via our Global Ethics Line are transmitted to an internal review team from the legal department or human resources, as appropriate. Certain reports, including those related to fraud or error in the preparation or reporting of the Company’s financial condition, are referred to an internal review team composed of at least the General Counsel, CFO and one member of the Company’s disclosure committee. Any reports raising a potentially material issue will be promptly sent to the chair of the Audit Committee for review. Our General Counsel reports to the Audit Committee at least quarterly regarding any other significant issues raised through the Global Ethics Line.

Our whistleblower policy prohibits retaliation against anyone who in good faith raises a question or concern or assists in the subsequent investigation of a question or concern.

Communications with the Board

Any interested parties wishing to communicate with, or otherwise make his or her concerns known directly to the Board, a Board committee, or to individual directors regarding matters related to the duties and responsibilities of the Board may do so by addressing such communications or concerns to board@soterahealth.com. The Secretary reviews all communications sent to the Board. Inquiries that relate to the functions of the Board or a Board committee will be relayed to the Board, Board committee, or to individual directors, as appropriate. The Secretary will not relay to the Board or its members inquiries unrelated to the duties and responsibilities of the Board or its committees, including complaints, solicitations, advertisements, service or product inquiries, or materials that are threatening or illegal.

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Non-Employee Director Compensation

2021 Non-Employee Director Compensation Table

NON-EMPLOYEE DIRECTOR COMPENSATION

2021 Non-Employee 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 2021. We reimburse directors for reasonable out-of-pocket expenses incurred in connection with their service to the Board and covered such expenses in 2021. Mr. Petras, our Chairman and CEO, receives no compensation for his service as a director and is not included in this table. The compensation received by Mr. Petras as an employee is presented in the Summary Compensation Table.

Non-Employee Director Compensation Policy

Our Board adopted a compensation policy for non-employee directors, which became effective in connection with our IPO. Pursuant to this policy, non-employee directors receive the compensation described below. Our non-employee director compensation policy may be amended by our Board from time to time.

Cash Compensation

Each non-employee director is entitled to receive an annual cash retainer of $75,000 as remuneration for service to the Company, with an additional $7,500 for service on the Audit Committee (or, in the case of the chair of such Committee, $25,000), an additional $5,000 for service on the LD&C Committee (or, in the case of the chair of such Committee, $20,000), an additional $2,500 for service on the Governance Committee (or, in the case of the chair of such Committee, $15,000), and an additional $35,000 for service as the lead independent director (to the extent this position exists). There is no additional compensation for service on the Nordion Pricing Committee. The annual cash retainer is paid on a quarterly basis, pro-rated for any non-employee director whose service (or whose service in any of the additional capacities described above) begins or ends during a calendar year.

Non-Employee Director Compensation

Non-Employee Director Compensation Policy

Equity Compensation

Each non-employee director is entitled to receive an annual grant of restricted stock units (“RSUs”) under the Sotera Health Company 2020 Omnibus Incentive Plan with a grant date fair value of $225,000. Such RSUs are time-based and will vest in full on the earlier of (i) the first anniversary of the date of grant, or (ii) the date immediately prior to the Company’s next regular annual meeting of stockholders, in each case, subject to the director’s continued service through such date. Subsequent annual grants of RSUs will be 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 his or her service on our Board, including attendance at meetings of the Board, the Board 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.

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Compensation Discussion and Analysis

Overview

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis describes the Company’s executive compensation program and provides an overview of our executive compensation-related policies, practices and decisions for 2021. Our “Named Executive Officers” or “NEOs,” as of December 31, 2021, are listed below:

Executive Transitions

On November 1, 2021, the Company hired Mr. Hammons as Senior Vice President, General Counsel and Secretary. Mr. Klaben, who had held the role of Senior Vice President, General Counsel and Secretary, had previously informed the Company of his desire to reduce his working commitments to the Company and the Company wished to accommodate Mr. Klaben’s request yet retain his valuable services. Accordingly, effective upon the hiring of Mr. Hammons, Mr. Klaben stepped down as Senior Vice President, General Counsel and Secretary and remains with the Company as Deputy General Counsel. In connection with the commencement of his employment, the Company entered into an offer letter and restrictive covenants agreement with Mr. Hammons. To replace compensation Mr. Hammons forfeited with his former employer, the LD&C Committee approved a cash sign-on award and recommended, and the Board approved, an equity award. Mr. Hammons received a one-time lump sum cash payment equal to $500,000 payable on the first payroll date in February 2022. He also received an equity award in November 2021, consisting of time-based RSUs and options, each scheduled to vest ratably over a four-year term beginning on the first anniversary of the date of grant.

Commensurate with Mr. Klaben’s new role, effective November 1, 2021, the Company and Mr. Klaben entered into an offer letter and restrictive covenants agreement that terminated Mr. Klaben’s then-current employment agreement with the Company. The LD&C Committee approved both a reduction in Mr. Klaben’s base salary and target annual cash incentive bonus. For additional detail on Messrs. Hammons and Klaben’s employment arrangements, please see “Employment Agreements”, beginning on page 46.

Compensation Philosophy and Program

Our executive compensation program is guided by three principles: (i) pay for performance; (ii) drive achievement of the Company’s short- and long-term business performance goals; and (iii) pay competitively to attract and retain top talent. These principles guide our program’s design, pay levels, and approach to total rewards. Our executive compensation program is comprised of three elements: base salary, short-term annual cash incentive compensation and long-term equity incentive compensation. Our NEOs are eligible to participate in the standard health and welfare benefit plans offered to our other employees; a non-qualified deferred compensation plan for which the Company has not to-date provided matching, further described on page 38; and, upon certain qualifying terminations of employment, severance payments described beginning on page 48.

Compensation Discussion and Analysis

Compensation Philosophy and Program

We endeavor to incorporate best practices and good corporate governance policies and procedures throughout our executive compensation program. A representative sample of these compensation practices and governance policies include:

First Compensation Principle: Pay for Performance

Executive compensation, including merit increases and annual incentive payouts, are influenced by both Company performance and individual performance. An individual’s annual performance can positively or negatively impact that individual’s merit base pay increase. For example, our highest performing employees can expect differentiated rewards, contributing to engagement and retention. Equity incentive compensation further aligns NEOs’ compensation with long-term Company performance. Stock options are valuable only to the extent the stock price increases from the grant date, and the value of RSUs is variable, dependent on the value of our stock at the time of vesting.

Second Compensation Principle: Drive Achievement of Short- and Long-Term Business Performance Goals

We believe it is important to reward achievement of short- and long-term business goals and we structure our performance-based compensation accordingly. We maintain an Annual Incentive Plan (“AIP”), pursuant to which the LD&C Committee sets performance targets to motivate NEOs to achieve our short-term financial and operational objectives and ensure accountability for progress towards longer-term strategic goals. Under our AIP, NEOs receive annual cash incentive opportunities tied to achievement of both target annual EBITDA performance metrics set for the Company (and, in Mr. Rutz’s case, set for the Sterigenics business and the Company) and individual performance factors, which include individual performance against Company values, which are fundamental to our ESG initiatives. See “Annual Incentive Plan” on page 35 for additional detail about our annual performance assessment process.

While we believe incentivizing the achievement of short-term business goals is critical, we strive to maintain a competitive total direct compensation opportunity for our NEOs. Our pay mix is designed to deliver much of the NEOs’ target total compensation in the form of equity awards linked to the value of our stock. We use equity awards to incentivize long-term value creation and align our executives’ interests with those of our stockholders. In conjunction with our IPO in November 2020, our NEOs received long-term equity incentive awards consisting of time-based RSUs and stock option awards, each of which vest over a four-year term beginning on the first anniversary of the date of grant. These awards were intended to serve as an immediate link to stockholders’ interest in long-term value creation and to deliver competitive long-term compensation values covering the award cycles for 2020 and 2021. As such, no additional long-term equity awards were granted in 2021 to recipients of the November 2020 awards. Our policies and practices regarding RSU and stock option grants, including the timing of grants and the determination of the exercise price, are further described on page 40.

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Compensation Discussion and Analysis

Compensation Philosophy and Program

Third Compensation Principle: Pay 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 ensure the overall level of total compensation for our executive officers is reasonable in relation to, and competitive with, the compensation paid by similarly situated peer leaders in our industry, 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 the independent compensation consultant, the LD&C Committee monitors market trends, including the prevalence of compensation delivery mechanisms, and will adjust the design and operation of our executive compensation program periodically as it deems necessary and appropriate, including to achieve our executive retention objectives.

Compensation-Setting Process

The Role of the LD&C Committee

Among its other responsibilities, the LD&C Committee establishes our compensation philosophy, described above, and annually reviews and approves our executive compensation program. The Committee reviews and approves each NEO’s base salary, target short-term cash incentive award, earned annual cash incentive award, and recommends to the full Board for approval the type and target value of each NEO’s long-term equity incentive award. The Board (without the CEO’s participation) reviews and approves each element of our CEO’s compensation.

The LD&C Committee has the authority to retain advisors to assist in the carrying out of its responsibilities and, in 2020 and 2021, the Committee retained Exequity, LLP (“Exequity”) as its independent compensation consultant to review and provide input on our executive compensation program. At least annually, the Committee reviews with Exequity the executive compensation program, including incentive compensation plans and arrangements, to: (i) ensure the elements of our compensation program are based on appropriate measures, goals and targets for our industry and our business objectives; (ii) ensure our program is achieving its intended purpose of incentivizing achievement of short- and long-term business goals, as well as attraction and retention of executive talent; and (iii) determine whether any changes to our compensation program are advisable.

The Role of our CEO and Management

The LD&C Committee works with members of management, including our CEO and Chief Human Resources Officer (“CHRO”), to determine the compensation of our NEOs and other executives. Management further works with the 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 Committee regarding the compensation of our NEOs (other than himself) and other executives. At the beginning of each year, our CEO reviews our NEOs’ and other executives’ prior year’s performance and makes recommendations to the LD&C 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 the LD&C Committee’s compensation consultant concerning compensation practices among the Company’s compensation peer group. The LD&C Committee considers the CEO’s recommendations when making executive compensation decisions, but the LD&C 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 2021 — Annual Incentive Plan”.

Compensation Discussion and Analysis

Compensation-Setting Process

The Role of the Compensation Consultant

The LD&C Committee has engaged Exequity as its independent compensation consultant. Although Exequity may periodically meet with the CEO and CHRO to gather information about, or provide advice regarding, management proposals to the LD&C Committee, Exequity reports to the LD&C Committee rather than management. Pursuant to its charter, the LD&C Committee makes all determinations regarding the terms of the Company’s engagement with Exequity, including the services Exequity provides to the Company and fees paid for those services. The Committee may replace its compensation consultant or hire additional advisors at any time. At the invitation of the LD&C Committee, representatives of Exequity attend meetings of the LD&C Committee. The Committee also communicates with Exequity outside of meetings, as needed.

The nature and scope of services provided by Exequity in 2020, including for NEO’s IPO-related compensation adjustments, included the following:

Except for establishing new AIP targets, the nature and scope of services provided by Exequity in 2021 was unchanged from 2020.

Competitive Positioning

Consistent with our goal of providing competitive compensation to attract and retain executives, the LD&C 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 Committee does not specifically target any particular percentile for any element of an NEO’s compensation, it does consider as a reference point the market median for each element of an NEO’s compensation. The compensation peer group used in 2020 for 2021 compensation decisions consisted of the following companies:

In consultation with the LD&C Committee, Exequity recommended the above compensation peer group, which was approved by the LD&C Committee. The peer group is comprised of companies identified as serving as competitors with the Company for executive talent, business competitors, and those companies referenced by such talent and business competitors in their own executive pay benchmarking processes. In identifying candidates for the peer group, the LD&C 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.

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Compensation Discussion and Analysis

Compensation-Setting Process

When assessing potential peers with the aforementioned characteristics, the LD&C Committee further considered the relative sizes of those peer candidates in relation to the Company. The LD&C Committee generally sought to include peer candidates with annual revenues of 0.5x – 4.0x the Company’s revenues and a total enterprise value of 0.2x – 3x the Company’s anticipated total enterprise value at the time of the IPO. The LD&C Committee also reviewed peer candidates’ EBITDA relative to the Company’s as an indicator of each company’s scale and performance.

2021 Compensation Decisions

In connection with our IPO in November 2020, the LD&C Committee reviewed with Exequity target total 2021 compensation levels for each then-current NEO, our short- and long-term incentive compensation programs and the types of compensation offered. In addition to input from the compensation consultant, the Committee considered the CEO’s recommendations with respect to each NEO’s compensation (other than the CEO). In connection with our IPO, and in lieu of a separate formal 2021 compensation review and equity award grant cycle, on November 20, 2020, each of Messrs. Petras, Leffler and Klaben received a base salary increase, an increase in his target annual bonus, and each of Messrs. Petras, Leffler, Rutz and Klaben received an equity award in the form of RSUs and options with grant date fair values based on our IPO price. In March 2021, the LD&C Committee reviewed and approved target annual performance metrics for the Company and its business units under our AIP, but otherwise made no changes to the NEO compensation approved in November 2020.

The factors described in the table below informed the Committee’s decisions with respect to the pay actions it took in November 2020 and 2021. Specifically, in determining our non-CEO NEOs’ 2021 total target compensation, and recommending to the Board the CEO’s total target compensation and NEOs’ long-term equity incentive compensation, the Committee considered:

The LD&C Committee did not assign a particular weighting to any of these factors. Rather, the Committee considered this information in light of their experience and knowledge of the Company, the competitive market in which the Company operates, their knowledge of each NEO and business judgment. Please see “Employment Agreements”, beginning on page 46, for details regarding the compensation approved for Mr. Hammons in November 2021.

Compensation Elements for 2021

Base Salary

To maintain competitiveness and internal pay equity, we provide each NEO with a base salary for the services the executive performs for us. This compensation component constitutes a stable element of compensation while other compensation elements are variable. As described above, when setting base salaries the LD&C Committee considers a multitude of factors, including market practice, individual performance, Company performance, any change in the executive’s position within our business, the scope of his or her responsibilities and any changes thereto. Base salaries may also be increased as provided under the terms of an NEO’s employment agreement, as applicable.

In November 2020, in connection with our IPO, each of Messrs. Petras, Leffler and Klaben entered into amended and restated employment agreements with the Company and, based on the factors described above in “2021 Compensation Decisions”, the LD&C Committee approved base salary increases for Messrs. Petras, Leffler and Klaben at the levels shown

Compensation Discussion and Analysis

Compensation Elements for 2021

below. Based on consideration of the factors described above, and because Mr. Rutz’s salary rate had been established at a competitive level when he joined Company in May 2020, Mr. Rutz’s salary remained unchanged from 2020 to 2021. Mr. Hammons’s base salary was approved by the Committee in October 2021 in connection with Mr. Hammons joining the Company on November 1, 2021 as Senior Vice President, General Counsel and Secretary.

Annual Incentive Plan

Our AIP is designed to reward high performance, 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 LD&C 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 2021 Annual Incentive Plan were tied to (i) the Company’s achievement of financial performance goals (and, in Mr. Rutz’s case, achievement of both Company and Sterigenics financial performance goals) approved by the LD&C Committee at the beginning of the applicable performance period, and (ii) individual performance. There is no AIP payout if the Company (and Sterigenics, in the case of Mr. Rutz) do not achieve threshold performance for the financial performance metric.

The target financial metrics for the Company and the Sterigenics business for our 2021 AIP are included in the below table. Our 2021 AIP financial performance metric for the Company (“Company AIP Metric”) was based on our non-GAAP financial measure, Adjusted EBITDA. The 2021 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, 2021, subject to adjustments as deemed appropriate by the LD&C Committee. Our 2021 AIP financial performance metric for Sterigenics (“Sterigenics AIP Metric”) was based on Sterigenics Segment Income. The 2021 Sterigenics AIP Metric was calculated in a manner consistent with the calculation of Sterigenics Segment Income as reported in the Company’s Form 10-K for the year ended December 31, 2021, similarly subject to adjustments as deemed appropriate by the LD&C Committee. AIP performance between threshold, target and maximum goals is determined based on linear interpolation.

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Compensation Discussion and Analysis

Compensation Elements for 2021

The total target bonus percentages for Messrs. Petras, Leffler, Rutz, and Hammons were 125%, 70%, 60%, and 50%, respectively, of their base salaries for 2021. While serving as Vice President, General Counsel and Secretary, Mr. Klaben’s target bonus percentage was 50%, which was reduced to 30% following his role change to Deputy General Counsel. Individual bonus payouts for Messrs. Petras, Leffler, Hammons and Klaben are determined by taking into account both Company performance (80% of award) and individual performance (20% of award). Mr. Rutz’s bonus is determined by taking into account 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 LD&C Committee considered actual Company and Sterigenics performance against the financial performance metrics set forth in the table above. The LD&C Committee then adjusted the Company AIP Metric to account for any extraordinary, unusual, or non-recurring events during the performance period, including new public company related costs. The LD&C Committee also adjusted the Sterigenics AIP Metric to account for any extraordinary, unusual, or non-recurring events during the performance period, including the removal of corporate costs allocated to the Sterigenics segment. The results for our 2021 Company AIP Metric and Sterigenics AIP Metric were $484.6 million and $333.9 million, respectively. The 2021 financial performance goals set forth under our Annual Incentive Plan for overall Company performance and for Sterigenics performance were achieved at 91.0% of target and 97.0% of target, respectively.

When determining the amount payable to NEOs for the achievement of individual goals, the LD&C Committee considers the recommendation of the CEO with regard to the other NEOs’ individual performance. All NEOs participate in the Company’s annual performance management process. At the beginning of the year, in consultation with the CEO, each executive sets individual and business unit or functional goals as part of performance planning. At the end of the year, performance is assessed based both on the executive’s achievement of his or her set goals and the extent to which that executive demonstrated throughout the year the Company’s core values of safety, customer focus, people, integrity and excellence. The assessment of executive performance against the Company’s values, which are fundamental to our ESG initiatives, is a key component of each individual’s annual performance evaluation. The Committee believes the fact that all employees that participate in our AIP are annually evaluated for the extent to which their work embodies our values is a key part of mitigating our overall compensation risk.

Mr. Petras evaluated the performance of Messrs. Leffler, Rutz, Hammons and Klaben and made a recommendation to the LD&C Committee regarding the level of individual performance each executive achieved relative to his set goals and the embodiment of our values. The Board evaluated Mr. Petras’ performance and considered the CEO’s recommendation regarding the individual achievement levels of the other NEOs. Based on performance related to their 2021 goals, Mr. Leffler received 110% of his individual performance target and Messrs. Petras, Rutz, Hammons and Klaben received 100% of their individual performance targets. The following table provides further detail about the 2021 annual bonus opportunity and payout under our AIP for each NEO:

Compensation Discussion and Analysis

Compensation Elements for 2021

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 LD&C Committee also uses equity incentive compensation to attract and retain talent.

As described above, in “2021 Compensation Decisions”, in November 2020, in connection with our IPO, the LD&C Committee, with the assistance of Exequity, conducted a review of our executive compensation program and evaluated market data from our compensation peer group with respect to each element of the then-current NEOs’ compensation. In establishing the amount and terms of the equity awards granted to Messrs. Petras, Leffler, Rutz and Klaben on November 20, 2020, in connection with the IPO (the “IPO Equity Awards”), the Committee generally considered the factors described above in “2021 Compensation Decisions” and particularly:

As a result, the Board, upon the recommendation of the LD&C Committee approved the IPO Equity Awards for the non-CEO NEOs and, without the involvement of the CEO, approved the CEO’s IPO Equity Award, in each case in lieu of a formal 2021 equity award grant cycle. The target long-term incentive mix for the IPO Equity Awards and the sign-on equity award granted to Mr. Hammons was 60% stock options and 40% RSUs. In October 2021, in connection with Mr. Hammons joining the Company, the LD&C Committee recommended and the Board approved an equity award for Mr. Hammons.

The following sections further describe the equity incentive compensation, including the IPO Equity Awards, awarded to our NEOs under the Sotera Health Company 2020 Omnibus Incentive Plan (“2020 Incentive Plan”) in 2020 and 2021.

Stock Options

The IPO Equity Awards included options to purchase shares of our common stock. The Committee believed stock option awards were an appropriate long-term incentive vehicle both because they offered an immediate link between shareholder value creation and executive rewards upon the IPO, and because option awards aligned with typical practices among companies engaged in an IPO. On November 20, 2020, we awarded the following number of nonqualified stock options to our then-current NEOs at an exercise price of $23.00 per share: (i) Mr. Petras, 1,118,012, (ii) Mr. Leffler, 223,602, (iii) Mr. Rutz, 111,801 and (iv) Mr. Klaben, 134,161. Upon joining the Company, on November 11, 2021, Mr. Hammons received an award of 37,676 nonqualified stock options at an exercise price of $22.75 per share, consistent with the terms of his offer letter. See “Employment Agreements”, beginning on page 46, for more information about Mr. Hammons’s offer letter.

The stock option awards granted in 2020 and 2021 have a four-year vesting period, an exercise price equal to the closing share price on the date of grant, and a contractual term of 10 years. Continued service of the executive during the vesting period is generally required. Please refer to “Potential Payments Upon Termination or Change in Control” on page 48 for more information regarding the post-employment treatment of each NEO’s unvested equity awards.

For a description of grant date fair values related to stock options granted to our NEOs in 2020 and 2021, and related valuation assumptions, see note 4 to the 2021 Summary Compensation Table. The exercise price of each award is the closing share price of our common stock on the date the options were granted.

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Compensation Discussion and Analysis

Compensation Elements for 2021

Restricted Stock Units

The IPO Equity Awards also included RSUs. In addition to enhancing the linkage between shareholder value creation and executive rewards, RSUs are an effective retention tool after a significant corporate event like an IPO. Each RSU represents the right to receive one share of our common stock. On November 20, 2020, we awarded the following number of RSUs to our then-current NEOs: (i) Mr. Petras, 260,869, (ii) Mr. Leffler, 52,173, (iii) Mr. Rutz, 26,086 and (iv) Mr. Klaben, 31,304. Upon joining the Company, on November 11, 2021, Mr. Hammons received an award of 8,791 RSUs.

The RSU awards granted in 2020 and 2021 vest in equal annual installments over a four-year period beginning on the first anniversary of the date of grant. Continued service of the executive during the vesting period is generally required. Please refer to “Potential Payments Upon Termination or Change in Control” on page 48 for more information regarding the post-employment treatment of each NEO’s unvested equity awards.

Retirement Plans

In order to offer competitive total rewards that align with practices among our talent competitors, we maintain a tax-qualified 401(k) savings plan (the “401(k) Plan”), in which all U.S. employees, including our Named Executive Officers, are eligible to participate. The 401(k) Plan allows participants to contribute up to 100% of their pay on a pre-tax basis (or on a post-tax basis, with respect to elective Roth deferrals) into individual retirement accounts, subject to the maximum annual limits set by the Internal Revenue Service. We have historically made annual contributions to employee 401(k) accounts of up to 4.5% of an employee’s contributions to the 401(k) Plan. In 2021, we contributed up to $13,050 per employee. Participants are immediately fully vested in both their own contributions and our contributions to the 401(k) Plan.

Additionally, we maintain a non-qualified deferred compensation plan (the “Supplemental Retirement Benefit Plan”) under which a select group of management and highly compensated employees, including all of our NEOs, are permitted to supplement contributions made under the 401(k) Plan by deferring up to 50% of their bonus or salary. Although permitted by the Supplemental Retirement Plan, we have not previously provided matching employer contributions under this plan. Participants in the Supplemental Retirement Benefit Plan are permitted to elect to invest their accounts in the same investment options as are available under the 401(k) Plan. Distributions from the Supplemental Retirement Benefit Plan will be made on the earlier of (i) the Participant’s termination of employment with us, or (ii) a specified date at least two years from the time of deferral selected by the Participant at the time of deferral.

Contributions to our Supplemental Retirement Benefit Plan are described beginning on page 45 in the Non-Qualified Deferred Compensation Table. Of our NEOs, only Mr. Rutz participates in the Supplemental Retirement Benefit Plan.

Other Benefits and Perquisites

Our NEOs are eligible to participate in the same employee benefits generally available to all full-time employees on the same basis as these benefits are generally made available to all other Company employees. The LD&C Committee believes these limited benefits and perquisites are competitive with similar arrangements among our talent competitors, and thereby help support the recruitment and retention of critical executive talent. These benefits include medical and dental insurance, life insurance, and short- and long-term disability insurance. In 2021, the Company provided a paid executive physical examination for Mr. Petras and paid the cost of Hart-Scott-Rodino Act filing fees on behalf of Mr. Petras. Please see page 41 and note 6 to “All Other Compensation” in the Summary Compensation Table for details regarding the value of these perquisites.

Compensation Discussion and Analysis

Other Compensation Policies and Practices

Other Compensation Policies and Practices

Employment Arrangements

Although our NEOs are employed “at-will” and their employment can be terminated at any time for any reason with or without cause, the Company is party to employment agreements with Messrs. Petras, Leffler and Rutz, and offer letters and restrictive covenants agreements with Messrs. Hammons and Klaben. Each of the employment agreements and offer letters in effect with our NEOs contain severance provisions, and the employment agreements with Messrs. Petras and Leffler contain “double-trigger” change in control provisions for the vesting of any portion of such executives’ unvested IPO Equity Award, and, in the case of Mr. Petras, any future equity awards, in the event such executive is terminated without cause or resigns for good reason within one (1) year following a change in control. The LD&C Committee believes severance provisions assist us in attracting and retaining executive talent and that change in control provisions are appropriate to help ensure continuity of management during a potential change in control.

Additional detail regarding each NEO’s employment arrangement is provided in the sections “Employment Agreements” on page 46, and “Potential Payments Upon Termination or Change in Control” on page 48.

Policy Regarding Prohibition on Hedging and Pledging

We have adopted an Insider Trading Policy, which provides that insiders, including executive officers and members of our Board, all employees at the Company’s global headquarters at 9100 South Hills Blvd, Suite 300, Broadview Heights, Ohio and others reasonably expected to have access to material non-public information, are prohibited from the following: entering into hedging or monetization transactions with respect to our securities, including zero-cost collars, equity swaps, exchange funds and forward sale contracts; holding our securities in a margin account; pledging our securities as collateral for a loan, unless approved in advance; short selling our securities; and engaging in any transaction in publicly traded options in our securities, including puts or calls or other derivative securities.

Stock Ownership Guidelines

In an effort to align the interests of our senior executive team, executive officers and directors with those of our stockholders, in March 2021, the LD&C Committee adopted stock ownership guidelines. Within five years of becoming subject to the guidelines, our senior executive team is expected to hold Company stock valued at the following multiple of their annual base salary: five-times annual base salary for our CEO and two-times annual base salary for each of our other NEOs and other members of the senior executive team. Our non-employee directors are expected to hold Company stock valued at five-times their annual cash retainer within five years of becoming subject to the guidelines. We count shares underlying RSUs and shares of unvested restricted stock which are subject to time-based vesting requirements as owned shares for purposes of these guidelines but do not count shares underlying stock options or shares of unvested restricted stock which are subject to performance-based vesting requirements as owned shares. The LD&C Committee will monitor compliance with these guidelines on an annual basis.

Each of Messrs. Petras, Leffler, Rutz and Klaben and Ms. Klee were in compliance with our stock ownership guidelines as of April 1, 2022, and Mr. Hammons and our other non-employee directors are on track to meet the ownership guidelines within the time required.

Compensation Risk Considerations

In consultation with Exequity, the LD&C Committee has reviewed our compensation program to assess whether it encourages excessive risk taking. In particular, the 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

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Compensation Discussion and Analysis

Other Compensation Policies and Practices

compensation program. Based on this review, the Committee agreed with Exequity’s assessment that any risks arising from our compensation program are not reasonably likely to have a material adverse effect on the Company. Our LD&C Committee conducts this assessment annually.

Policies and Practices Regarding Equity Awards

The Company does not grant equity awards when in possession of material non-public information. Generally, our broad-based equity awards will be granted at approximately the same time each year following our release of full-year financial results. When equity grants are approved outside of our regular annual cycle, for example in connection with a new hire, or a promotion or retention incentive, grants are made following the release of our next quarterly financial results. Stock options are granted only with an exercise price equal to the closing price of the Company’s stock on the date of grant.

Deductibility of Compensation

Prior to the effectiveness of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), Section 162(m) of the Internal Revenue 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 LD&C 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 LD&C Committee determines it is in its best interests to do so.

Accounting for Stock-Based Compensation

We account for stock-based payments, including payments under the our 2020 Incentive Plan, in accordance with FASB ASC Topic 718, “Stock Compensation.”

Compensation Committee Interlocks and Insider Participation

None of the members of our LD&C Committee 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 LD&C Committee.

Compensation Committee Report

The Leadership Development and Compensation Committee of the Board has reviewed and discussed with management the Company’s Compensation Discussion and Analysis. Based on this review and discussion, the Leadership Development and Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Respectfully submitted,

The Leadership Development and Compensation Committee

James C. Neary, Chair

Constantine S. Mihas

Compensation Tables

Summary Compensation Table

COMPENSATION TABLES

Summary Compensation Table

The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our Named Executive Officers during the years ended December 31, 2019, December 31, 2020 and December 31, 2021:

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Compensation Tables

Summary Compensation Table

Grants of Plan-Based Awards

The following table sets forth information regarding plan-based awards granted to each of our NEOs during the fiscal year ended December 31, 2021.