Non-Employee Director Compensation Policy
Sotera Health Company
Non-Employee Director Compensation Policy
The purpose of this Non-Employee Director Compensation Policy (the Policy) of Sotera Health Company, a Delaware corporation (the Company), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (Non-Employee Directors). In furtherance of this purpose, all Non-Employee Directors serving on the Companys Board of Directors (the Board) shall be compensated for services provided to the Company as set forth below, unless otherwise determined by the Board.
1. Cash Retainers
a. Annual Cash Retainer for Board Membership: $75,000
b. Additional Annual Cash Retainer for Lead Independent Director (if applicable): $35,000
c. Additional Annual Cash Retainers for Committee Membership:
Audit Committee Chair
Audit Committee Member (other than the Chair)
Compensation Committee Chair
Compensation Committee Member (other than the Chair)
Nominating and Corporate Governance Committee Chair
Nominating and Corporate Governance Committee Member (other than the Chair)
d. Payment of Annual Cash Retainers; Pro-Ration: All cash retainers shall be paid prospectively on a quarterly basis, pro-rated (i) for any Non-Employee Director whose service (or whose service in any of the additional capacities described above) commences during a calendar year, and (ii) for the calendar year in which the Companys initial public offering (the IPO) occurs, such that the annual retainer is reduced proportionately for any calendar month prior to the month in which such service commenced or the closing of the IPO occurred, respectively.
2. Equity Awards
a. Equity Grants. Grants of equity awards to Non-Employee Directors pursuant to this Policy will be automatic and nondiscretionary (without the need for any additional corporate action by the Board or the Compensation Committee of the Board).
b. Annual Equity Grant. On the day immediately after each regular annual shareholders meeting, each then serving Non-Employee Director shall receive an annual grant of restricted stock units (RSUs) under the Companys 2020 Omnibus Incentive Plan (the Plan) determined by dividing $225,000 by the Fair Market Value (as defined in the Plan) on the date of grant, rounded down to the nearest whole RSU, and evidenced by an award agreement in the form approved by the Board for such purpose prior to such grant (the Annual Equity Grant).
The RSUs subject to the Annual Equity Grant shall vest in full on the earlier of (i) the first anniversary of the date of grant, or (ii) the date immediately prior to the Companys next regular annual shareholders meeting, in either case subject to such Non-Employee Directors continued service as a Non-Employee Director through such vesting date. In addition, each Non-Employee Director who is serving on the Board as of the IPO date shall receive a prorated equity grant for his or her service on the Board between the IPO date and the date of the first annual shareholders meeting following the IPO date with a grant date value of $135,000 (the Initial Grant). The RSUs subject to the Initial Grant shall vest in full on the date immediately prior to the first annual shareholders meeting following the IPO date, subject to such Non-Employee Directors continued service as a Non-Employee Director through such date. The number of RSUs awarded under the Initial Grant to each such Non-Employee Director serving as of the IPO date shall be determined by dividing $135,000 by the Fair Market Value (as defined in the Plan) on the date of grant, rounded down to the nearest whole RSU. The Initial Grant shall be made on or as soon as reasonably practicable following the closing date of the IPO.
c. Acceleration. All RSUs granted pursuant to this Policy shall vest in full immediately prior to, but conditioned upon, the consummation of a Change in Control (as defined in the Plan) in the event that the Acquiror (as defined in the Plan) does not assume such RSUs in connection with the Change in Control.
d. Revisions. The Board in its discretion may change and otherwise revise the terms of awards to be granted pursuant to this Policy, including, without limitation, the number of shares subject thereto or the vesting terms of such awards, on a prospective basis, to the extent permitted by the Plan.
The Company shall reimburse Non-Employee Directors for all reasonable and properly documented out-of-pocket expenses (including, without limitation reasonable travel, lodging and meal expenses) that such Non-Employee Directors incur in connection with attendance at meetings of the Board, the board of directors of any of the Companys subsidiaries and any committees thereof, in accordance with the terms of the Companys Bylaws and the Companys expense reimbursement policy, as in effect from time to time.
ADOPTED: November 10, 2020