NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Items of Business

Our Board recommends you vote (1) FOR the election of the threefour nominees for directors named in this Proxy Statement, (2) FOR the compensation of named executive officer compensation, andofficers, (3) FOR the ratification of our independent auditors.auditors, and (4) FOR the approval of an amendment to our amended and restated certificate of incorporation allowing for officer exculpation consistent with Delaware law.

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 24, 2023.22, 2024. 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 only a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) but you want a paper copy of the proxy materials to vote by mail, the Notice of Internet Availability includes instructions on how to request a paper copy of the proxy materials.

Whether or not you plan to attend the Annual Meeting online, we encourage you to promptly vote and submit your proxy via the Internet, by telephone or mail in advance of the meeting.

By order of the Board of Directors,

Alexander Dimitrief

Secretary

April 13, 2023[●], 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 25, 2023. 23, 2024. Our Proxy Statement and Annual Report to Shareholders are being made available on or about April 13, 2023[●], 2024 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 Shareholders

PROXY STATEMENT SUMMARY

Your proxy is being solicited on behalf of the board of directors (“Board”) of Sotera Health Company (“Sotera Health”,Health,” the “Company”, “we”,“Company,” “we,” “us” or “our”) to vote at the 20232024 Annual Meeting of Shareholders (“Annual Meeting”). We are making this Proxy Statement available to shareholders beginning on April 13, 2023.[●], 2024. This summary represents only selected information. We encourage you to read the entire Proxy Statement before voting.

Annual Meeting of Shareholders

		Time and Date		Thursday, May 25, 202323, 2024 at 9:00 a.m., Eastern Daylight TimeTime.
		Place		The Annual Meeting will be a virtual meeting held online at www.virtualshareholdermeeting.com/SHC2023SHC2024 via a live audio webcast. Please see “Virtual Annual Meeting” on the following page for additional information.
		Record Date		March 31, 202328, 2024
		Voting		Only shareholders 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 on each director nominee and one vote on each of the proposals.
		Attendance		Shareholders and their duly appointed proxies may attend the meeting.

Proposals and Board Recommendations

Information on Director Nominees

Information about the three nominees for Class III directors, as of March 31, 2023, is included below. Our Nominating and Corporate Governance Committee (“Governance Committee”) reviewed the individual director attributes and contributions

		1

Proxy Statement Summary

Information on Director Nominees

Information on Director Nominees

Information as of March 28, 2024 about the four nominees for Class I directors is set forth below. The Nominating and Corporate Governance (NCG) Committee reviewed the attributes and contributions of each of the nominees (without Dr. Wheadon’s involvement in the review orand discussion of their ownhis attributes or contributions), and the Board recommends that shareholders vote FOR the election of each of these nominees.

Virtual Annual Meeting

Our 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 shareholder as of the close of business on March 31, 2023,28, 2024, the record date, or hold a valid proxy for the meeting.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/SHC2023SHC2024, 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. Shareholders 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 20232024 Annual Meeting of Shareholders” on page 78.75.

We are committed to ensuring that shareholders who attend our virtual Annual Meeting are afforded the same rights and opportunities to participate as theyshareholders receive at in-person meetings. Shareholders will be able to submit questions to Sotera Health’s management and directors online, during the Annual Meeting usingthrough 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 25, 2023.23, 2024. 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.

Shareholder Engagement in 2022– 2023

SHAREHOLDER ENGAGEMENT IN 2022– 2023

Shareholder feedback is a valuable input that we incorporate into Board, committee and is incorporated into relevant Board and committeemanagement discussions. Our executive ESG Committee, which reports to our Chief Executive Officer (“CEO”) and provides regular reports to the GovernanceNCG Committee, seeks opportunities to connect with our investors to discuss current and ongoing ESGcorporate responsibility trends and hear their views about governance policies and practices. In 2022,2023, we reached out to institutional shareholders representing approximatelyover 60% of shares not held by affiliates to solicit their feedback on ESG matters and to address shareholder questions. An external ESG consultant also provides input on these discussions. Members of our executive ESG Committee participated in most of these meetings with institutional investors and the Chairs of the NCG and LDC Committees separately attended two of these meetings. These governance engagements are in addition to the discussions that our senior leadership and investor relations teams regularly have with institutional and other shareholders regarding governance and numerous other issues, which includes quarterly outreach to our largest shareholders after we release our earnings reports.

The following table highlights key themes that shareholders raised about governance matters during our engagement and how management and the Board address these issues. Shareholder feedback is shared with the GovernanceNCG Committee and the Board.

Shareholder Engagement – 2023

		5

Board Composition, Nominations Process and Director Qualifications

Board Composition

BOARD COMPOSITION, NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

Board Composition

Our Board of Directors represents the interests of our shareholders and oversees our business and affairs. Our Board currently consists of teneleven members, six of whom were members of the board of managers (“Board of Managers”) of our predecessor company, Sotera Health Topco Parent, L.P. (“Topco Parent”). Pursuant to the terms of the corporate reorganization we completed inIn connection with our initial public offering (“IPO”) in November 2020, 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”). At the time of our IPO, theThe Company, our Sponsors and certain holders of our common stock also entered into a stockholders’stockholders agreement (the “Stockholders’“Stockholders Agreement”), pursuant to which our Sponsors are entitled to designate certain numbers of our directors, whichwho are reviewed by the GovernanceNCG Committee, until such time as the Sponsors’ holdings of our common stock is reduced below particular thresholds as described further therein.thresholds. Six of our teneleven directors were designated by our Sponsors. Warburg Pincus designated Messrs.Mr. Chen, Mr. Knauss and Mr. Neary and mayis currently entitled to designate up to twoone additional directorsdirector for election to our Board, andBoard. GTCR designated Messrs.Mr. Cunningham, Mr. Donnini and Mr. Mihas.

Ms. Geveda, who had been a Warburg Pincus designee since 2020, resigned from our Board effective October 7, 2022, in connection with her departure from Warburg Pincus. Pursuant to the Stockholders’ Agreement, Warburg Pincus designated Mr. Knauss to succeed Ms. Geveda as a director of the Company. The Governance Committee evaluated Mr. Knauss and, after taking into consideration the factors as further described in “Director Nominee Criteria and Process,” recommended that the Board appoint Mr. Knauss as a director in Class III, with a term expiring at this Annual Meeting. The Board approved Mr. Knauss’ appointment as a director, effective October 12, 2022.

Each of the threefour current members of Class III (Messrs. Cunningham, Knauss and Petrella)I will stand for election at our 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 March 31, 2023,28, 2024, about each director, including the threefour nominees for election at our Annual Meeting.Meeting and our other directors. Additional information about each directors’director’s background and experience can be found in the sections “Board Skills, Experience and Attributes”,Attributes,” “Board Diversity” and “Proposal 1 — Election of Directors”.Directors.”

Board Composition, Nominations Process and Director Qualifications

Board Skills, Experience and Attributes

Board Skills, Experience and Attributes

Our Board is comprised ofcomprises 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 shareholders. As described in further detail in “Director Nominee Criteria and Process,” our GovernanceNCG 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.

Name

Healthcare/ MedTech

Finance

International

Legal/ Regulatory

Technology & Science

ESGCorporate Responsibility

C-Suite/ Operations

StrategyCybersecurity

Diversity (1)ERM

Strategy

Service on Other Public Company Boards

Name

Ruoxi Chen

—

Sean L. Cunningham

—1

Sean L. CunninghamDavid A. Donnini

1

DavidKaren A. DonniniFlynn

1

Ann R. Klee

1

Robert B. KnaussAnn R. Klee

1

Robert B. Knauss

—

Constantine S. Mihas

1

James C. Neary

1

Michael B. Petras, Jr.

—

Vincent K. Petrella

2

David E. Wheadon

21

David E. Wheadon

2

As further described in “Director Nominee Criteria and Process,” all directors and director nominees must demonstrate integrity, strength of character and judgment, and have extensive 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 threefour 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.

		7

Board Composition, Nominations Process and Director Qualifications

Board Diversity

Board Diversity

Our Board composition reflects our commitment to diversity. Currently, ofOf the teneleven current directors on our Board, one hastwo have self-identified as a woman,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 3940 to 69.70. We value diversity and are committed to achieving a mix of Board members that represents a diversity of skills, experience and backgrounds, including with respect to age, gender identity, sexual orientation, race, ethnicity, education, cultural background and professional experience. In furtherance of this commitment, in 2022, the Board adopted amendments to the charter of the GovernanceNCG Committee and the Corporate Governance Guidelines to include an explicit commitment to include candidates with the aforementioned diversity characteristics on slates of potential nominees to fill new positions on the Board.

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 GovernanceNCG Committee is responsible for identifying and screening candidates, for developing and recommending candidates to the Board, for evaluating candidates recommended or nominated by shareholders (including nominees designated by our Sponsors), for recommending to the Board all nominees for election to the Board at the annual meeting of shareholders, and for recommending any other action with respect to candidates nominated by shareholders. The GovernanceNCG Committee’s recommendations must be consistent with our organizational documents and applicable law, as well as the Company’s obligations under our Stockholders’Stockholders Agreement. See “Board Composition” and “Certain Sponsor Rights” on pages 6 and 16,17, respectively. 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 shareholders and provide practical insights and diverse perspectives. AsIn addition, as described above in “Board Diversity”,Diversity,” the Board values diversity and seeks to achieve a mix of Board members that represents a diversity of skills, experience and background, including with respect to age, gender identity, sexual orientation, race, ethnicity, education, cultural background and professional experience. In December 2022, the Board approved amendments to the GovernanceNCG Committee’s charter and theour Corporate Governance Guidelines to include an explicit commitment to include diverse candidates with the aforementioned diversity characteristics on slates of potential nominees to fill new positions on the Board.

Our GovernanceNCG 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.reelection. In identifying potential new candidates for Board membership, the GovernanceNCG Committee considers recommendations from directors, shareholders, management, and from time to time it will engage executive search firms to assist in the identification of qualified candidates.

		9

Board Composition, Nominations Process and Director Qualifications

Director Nominee Criteria and Process

Once potential director candidates are identified, the GovernanceNCG Committee begins an extensive evaluation process. The evaluation and selection of qualified directors 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,

		9

Proposal 1: Election of Directors

Nominees for Election as Class IIII Directors

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board currently comprises teneleven 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 termterms of a class of directors, directors in that class will be eligible to be elected for a new three-year termterms at the annual meeting of shareholders in the year in which their term expires. In accordance with our Corporate Governance Guidelines, becausewhen the election of directors at the Annual Meeting is uncontested, a director nominee must receive more votes cast “FOR” than “AGAINST” her or his 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.directors.

Nominees for Election as Class IIII Directors

At the Annual Meeting, the shareholders will vote to elect the threefour Class IIII director nominees to serve until the 20262027 Annual Meeting of Shareholders and until their successors are duly elected and qualified. On the recommendation of the GovernanceNCG Committee, our Board has unanimously nominated Sean L. Cunningham, RobertConstantine S. Mihas, James C. Neary, Michael B. Knauss,Petras, Jr., and Vincent K. PetrellaDavid E. Wheadon, M.D. for election to our Board. If any one of the director nominees becomes unable or for good cause, unwilling to serve, proxies may be voted for the election of such other personanother candidate as shall be designated by our Board or the Board may decrease the size of the Board.

The following biographical descriptions ofinformation regarding 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 continue to serve as a member of our Board.

		11

Proposal 1: Election of Directors

Nominees for Election as Class I Directors

Proposal 1: Election of Directors

Nominees for Election as Class I Directors

		13

Proposal 1: Election of Directors

Directors Continuing in Office

Directors Continuing in Office

Seven directors are serving for terms that will continue after the Annual Meeting until the 2025 or 2026 Annual Meetings of Shareholders. The following brief biographical descriptions provide information regarding these 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 II Directors (Terms Expire at 2025 Annual Meeting)

Proposal 1: Election of Directors

Directors Continuing in Office

		15

Proposal 1: Election of Directors

Directors Continuing in Office

Class III Directors (Terms Expire at 2026 Annual Meeting)

		11

Corporate Governance

Structure and Role of the Board of Directors

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:

At present, Warburg Pincus holds 88.6% of the shares of our common stock that they held immediately following our IPO.

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

At present, GTCR holds 88.6% of the shares of our common stock that they held immediately following our IPO.

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 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. Consistent with Nasdaq’s heightened independence standards for audit committees, no Sponsor-designated director is represented on our Audit Committee. 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 74 for additional information about our Stockholders’ Agreement.

Corporate Governance

Certain Sponsor Rights

At present, GTCR holds 74.69% of the shares of our common stock that GTCR held immediately following our IPO.

Our amended and restated certificate of incorporation provides that only our Board may change the authorized number of directors, 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 either Warburg Pincus or GTCR is entitled to designate at least one director. Any additional directorships resulting from an increase in the number of directors are to be distributed among the three classes of directors 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 restrictions under applicable law or the Nasdaq listing rules, our Stockholders Agreement also provides that Warburg Pincus and GTCR are each entitled to representation on each Board committee proportionate to the number of directors they are entitled to designate on our Board. Consistent with Nasdaq’s heightened independence standards for audit committees, however, no Sponsor-designated director sits on our Audit Committee. In addition, Warburg Pincus is entitled to appoint the Chair of our Leadership Development and Compensation Committee (the “LDC 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 71 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 shareholders would be entitled to cast in an annual election of directors, provided that for so long as either Warburg Pincus or GTCR collectively hold at least a majority of our outstanding capital stock, a director designated by Warburg Pincus or GTCR may be removed with or without cause only 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.

In late February 2024, the Delaware Court of Chancery issued a decision that invalidated certain provisions of a stockholder agreement between another company and the controlling stockholder of that company on the grounds that that those provisions violated Section 141(a) of the DGCL. While the stockholder agreement at issue contains some similarities to our Stockholders Agreement, our overall governance arrangements also differ in significant respects from those at issue in the Chancery Court’s decision. The decision remains subject to appeal to the Delaware Supreme Court, and we will continue to monitor how Delaware law in this area evolves.

Director Independence

Our Board, together with the NCG Committee and the Company’s legal counsel, conducts an annual review of the independence of each director. Based on information the directors provided concerning their backgrounds, employment and affiliations, including family relationships, our Board has determined that none of our directors and director nominees has any relationships that would interfere with her or his exercise of independent judgment in carrying out the responsibilities of a director and that, with the exception of Mr. Petras, all the directors and director nominees are “independent” under the listing standards of the Nasdaq stock exchange. 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 their beneficial ownership of our capital stock and any transactions between them and the Company, as 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 are considered a “controlled company” under the Nasdaq rules and therefore may elect not to comply with certain Nasdaq corporate governance standards, including the requirements that

Corporate Governance

Director Independence

Although we qualify as a “controlled company,” we do not currently rely on the exemptions for controlled companies and intend to continue to comply with all corporate governance requirements under the Nasdaq corporate governance standards for non-controlled companies.

Board Role in Risk Oversight

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

Corporate Governance

Board Meetings and Attendance

Board Meetings and Attendance

All directors are expected to attend all meetings of the Board, and all meetings of the committees of the Board on which they serve as well asand our annual meeting of shareholders. The Board met seventeensix times in 20222023 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, with the average attendance at meetings of the Board and its standing committees exceeding 96%. In addition, all98 percent. All directors attended the 20222023 Annual Meeting of Stockholders.Shareholders.

Executive Sessions

Executive sessions are typically scheduled with the Chairman at the beginning of each regular Board meeting and among only the directors immediately after each regular Board meeting. Throughout 2022,2023, directors met in regular executive sessions, both with the Chairman and without the Chairman or any other member of management

		19

Corporate Governance

Committees of the Board of Directors

The Audit Committee met five times in 2022.2023. The current members of the Committee are Mr. Petrella (chair), Ms. Flynn (who was appointed to the Audit Committee in February 2024), Ms. Klee and Dr. Wheadon. Each member of the Committee is “independent” as defined under the Nasdaq rules and Rule 10A-3 of the Exchange Act. Our Board has determined that each director appointed tomember of the Audit Committee is financially literate and the Board has determined that Mr. Petrella is a financial expert.

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

Corporate Governance

Committees of the Board of Directors

and to oversee our program related to corporate responsibility and sustainability, including ESG initiatives.

In carrying out this purpose,these purposes, the GovernanceNCG Committee:

The GovernanceNCG Committee met four times in 2022.2023. The members of the GovernanceNCG Committee are Ms. Klee (chair), Mr. Chen, Mr. Cunningham, Mr. Donnini and Dr. Wheadon. Each member of the Committee is “independent” as defined under the Nasdaq rules.

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

		21

Corporate Governance

Board and Committee Self-Evaluations

Board and Committee Self-Evaluations

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

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.

Non-Employee Director Compensation

20222023 Non-Employee Director Compensation Table

NON-EMPLOYEE DIRECTOR COMPENSATION

20222023 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 2022.2023. We reimburse directors for reasonable out-of-pocket expenses incurred in connection with their service to the Board and covered such expenses in 2022.2023. 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 received as CEO is presented in the Summary Compensation Table.

Non-Employee Director Compensation Policy

Our Board adopted a compensation policy for non-employee directors whichthat 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 suchthe Committee, $25,000), an additional $5,000 for service on the LD&CLDC Committee (or, in the case of the chair of suchthe Committee, $20,000), and an additional $2,500 for service on the GovernanceNCG Committee (or, in the case of the chair of suchthe Committee, $15,000). There is no additional compensation for service on the EO Litigation or Nordion Pricing Committees. 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 in the midst ofamid 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 fairtarget value of $225,000. SuchThe RSUs are time-based and will vest in full on the earlier of (i) the first anniversary of the date of grant, orand (ii) the date immediately prior to the Company’s next regular annual meeting of shareholders, in each case, subject to the director’s continued service through such date. Annual grants of RSUs are generally made on the day immediately after our regular annual meeting of shareholders 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 hertheir service on our Board, including attendance at meetings of the Board, the board of directors 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.

		25

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking shareholders to approve, on an advisory basis, the compensation of our Named Executive Officers as reported in this Proxy Statement. While this vote (commonly referred to as a “say-on-pay” vote) is non-binding, we and our Board of Directors value the opinions of our shareholders and will consider the outcome of this vote when making future compensation decisions.

We encourage shareholders to review the Compensation Discussion and Analysis, beginning on page 27, as well as the Summary Compensation Table and other related compensation tables, notes and narrative. For the reasons detailed in the Compensation Discussion and Analysis, our executive compensation program aligns the interests betweenof our executive officers and our shareholders by linking a significant portion of our executives’ compensation to Sotera Health’s performance whileand providing a competitive level of compensation designed to recruit, retain and motivate executives who are critical to Sotera Health’s long-term success.

We are asking our shareholders to approve, on an advisory, non-binding basis, the following resolution:

Resolved, that the shareholders of Sotera Health Company shareholders approve, on an advisorynon-binding basis, the compensation of the Company’s Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, the other compensation tables and related notes and narrative in this Proxy Statement for the 20232024 Annual Meeting of Shareholders.

The Board has adopted a policyAt the 2022 Annual Meeting of seekingShareholders, the shareholders approved the Board’s proposal to seek advisory approvals of the compensation of our Named Executive Officers on an annual basis. Accordingly, the next advisory approval of executive compensation will occur at the 20242025 Annual Meeting of Shareholders.

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 2022.2023. Our “Named Executive Officers”Officers,” or “NEOs,” as of December 31, 2022,2023, are listed below:

Executive Transitions in 2023

On June 26, 2023, the Company hired Jonathan Lyons as our Chief Financial Officer. Mr. Lyons was selected by the Board based on his extensive expertise in leading multiple finance disciplines in complex and global businesses across healthcare and industrial sectors. His wide variety of leadership roles and his deep knowledge of corporate finance and capital markets will be an asset to the Sotera Health team. In 2022 there were two changes among our NEOs, commencingconnection with the departure of Mr. Leffler and appointment of Mr. Biehl as our Interim CFO effective July 20, 2022. The Board selected Mr. Biehl becausecommencement of his deep experience leading public company financial organizations.employment, Mr. BiehlLyons entered into an offer letter and restrictive covenants agreement with the Company. Mr. Leffler did not receive severanceEffective upon his departure and forfeited his outstanding unvested equity awards.

Mr. Hammons ceased serving as our SVP, General Counsel and Secretary, effective October 1, 2022. In connection with his departure, the Company and Mr. Hammons entered into a Separation and Release Agreement (“Separation Agreement”) and Mr. Hammons was retained as a consultant through December 31, 2022 to assist with the transition of his duties. Detailshiring of Mr. Hammons’ Separation Agreement can be found on page 53 under “Offer Letter, Restrictive Covenants Agreement and Separation Agreement withLyons, Mr. Terrence G. Hammons, Jr.” Mr. Klaben, our former General Counsel,Biehl, who was serving as our Deputy General Counsel atInterim CFO, stepped down as Interim CFO and, following a brief transition period, left the time oforganization on August 4, 2023. Mr. Hammons’ separation, succeeded Mr. Hammons and was appointed Interim SVP, General Counsel and Secretary on October 1, 2022. On November 1, 2022, the Company hired Mr. Dimitrief as our new SVP, General Counsel and Secretary, at which time Mr. Klaben transitioned back to serving as our Deputy General Counsel. Mr. Dimitrief was selected by the Board based onBiehl did not receive any severance upon his deep legal expertise, including in toxic torts litigation, and experience in managing legal organizations. In connection with the commencement of his employment, Mr. Dimitrief entered into an offer letter and restrictive covenants agreement with the Company.departure.

		27

Compensation Discussion and Analysis

2023 Executive Compensation Highlights

Executive payouts are based on the achievement of the financial performance goals and individual performance, including the extent to which the executive demonstrates our core values. See “Annual Incentive Plan (AIP)” on page 35 for more information.

Annual Long-Term Equity Incentive Awards. In March 2022,2023, we commenced angranted awards under our annual equity award cycle. EachExcept for Mr. Dimitrief, who received equity grants when he became our General Counsel in November 2022, and Mr. Biehl, due to the interim nature of his appointment, each NEO we employed by us as of March 2023 received a long-term equity incentive award comprisingcomprised of stock options and time-based RSUs (the “March 2022 Equity Awards”).RSUs. 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 shareholders. The LD&CLDC Committee also uses equity incentive compensation to attract and retain talent.

One-Time Incentive Awards. In November 2022, the Committee granted one-time incentive awards (the “November 2022 Incentive Awards”). The November 2022 Incentive Awards were intended to retain critical talent in a challenging operating environment where, due to a significant decline in the Company’s stock price, employees’ (including our NEOs’) recent equity incentive awards had significantly less outstanding retentive value. Consistent with our philosophy of providing competitive compensation to retain and motivate top talent, employees with key roles, including with respect to the ongoing EO litigation, received November 2022 Incentive Awards. For more information on the November 2022 Incentive Awards, please see “2022 Compensation Decisions”.

New Compensation Arrangements. Mr. Biehl was appointed our Interim CFO effective July 20, 2022. Pursuant to the terms of his offer letter, Mr. BiehlLyons receives aan annual base salary atof $475,000 and his target annual bonus opportunity under the monthly rate of $75,000 and, dueCompany’s AIP is equal to the interim nature70% of his appointment,annual base salary. Mr. Lyons’ annual long-term equity incentive award target grant date fair value is $1,200,000, which for 2023 was prorated to his start date and comprised of RSUs and stock options, each with a target grant date fair value of $300,000. To compensate Mr. Lyons for the value of cash and equity incentive awards forfeited with his former employer, he does not participate in our Annual Incentive Plan or Long-Term Equity Incentive Program. Mr. Dimitrief joined the Company as SVP, General Counsel and Secretary effective November 1, 2022. Given the Company’s challenging operating environment and Mr. Dimitrief’s experience and expertise, to incentivize Mr. Dimitrief to join the Company, Mr. Dimitrief received a one-time lump sum cash sign-onaward of $1,500,000,$200,000, payable on the first payroll date in November 2022,July 2023, and an equity replacement award consisting of time-based restricted stock and stock options, each scheduled toRSUs with a target grant date fair value of $1,000,000. All equity awards vest in two equal installments on October 31, 2023 and October 31, 2024. Commensurate with Mr. Klaben’s increased responsibilitiesover a three-year period from October to November 2022, Mr. Klaben’s base salary and target annual cash incentive bonus were increased. Upon transitioning back to the roledate of Deputy General Counsel, Mr. Klaben’s base salary and target annual cash incentive bonus were reduced to their prior levels.grant. For additional detaildetails on each executives’Mr. Lyons’ compensation and employment arrangements, see “Compensation Elements for 2022”2023” on page 3534 and “Employment Agreements” on page 50.47.