UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 6, 2022 (
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Terrence Hammons Transition
On August 31, 2022, the board of directors of Sotera Health Company (the “Company” and the “Board”) accepted Terrence Hammons’ resignation from his position as Senior Vice President, General Counsel and Secretary of the Company for personal reasons. Mr. Hammons will cease to serve as Senior Vice President, General Counsel and Secretary on October 1, 2022 (the “Date of Separation”) and will provide consulting services to the Company to assist with the transition of his responsibilities through December 31, 2022 (the “Consulting Services”).
Pursuant to the terms and conditions of a separation agreement between the Company and Mr. Hammons (the “Hammons Separation Agreement”) and subject to Mr. Hammons’ continued employment with the Company through the Date of Separation, his execution of an effective release of claims in favor of the Company and his continued compliance with the restrictive covenants to which he is subject, Mr. Hammons will be eligible to receive the severance payments and benefits set forth in his offer letter dated as of August 18, 2021 (the “Offer Letter”) that he would have received if he had been terminated by the Company without Cause (as defined in the Offer Letter). Mr. Hammons will also be eligible to receive a consulting fee of up to $40,500 in connection with his provision of the Consulting Services. In connection with his resignation, any outstanding equity awards Mr. Hammons holds pursuant to the Company’s 2020 Omnibus Incentive Plan (the “Omnibus Plan”) will be governed by the terms and conditions of the Omnibus Plan and the award agreements executed by Mr. Hammons in connection with the grants of those awards.
Interim Senior Vice President, General Counsel and Secretary
Effective October 1, 2022, Mr. Matthew Klaben, Deputy General Counsel, will serve as Interim Senior Vice President, General Counsel and Secretary of the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sotera Health Company | ||||||
| Date: September 6, 2022 | By: | /s/ Michael F. Biehl | ||||
| Michael F. Biehl | ||||||
| Interim Chief Financial Officer | ||||||