Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | SOTERA HEALTH COMPANY |
Entity Central Index Key | 0001822479 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | PAY VERSUS PERFORMANCE Pay versus Performance Table The following section has been prepared in accordance with the SEC’s rules requiring annual disclosure of pay-versus-performance (a) (b) (1) (c) (2) (d) (3) (e) (4) (f) (5) (g) (6) (h) (7) (i) (8) Year Summary Compensation Table Total for CEO Compensation Actually Paid to CEO Average Summary Compensation Table Total for Non-CEO NEOs Average Compensation Actually Paid to Non-CEO Value of initial fixed $100 investment based on: Net Income (Loss) ($ Millions) Adjusted EBITDA ($ Millions) Company Total Shareholder Return Peer Group Total Shareholder Return 2023 $9,701,005 $ 31,189,170 $ 1,405,960 $3,514,502 $67 $ 132 $51,376 $ 528,029 2022 16,659,858 5,908,688 2,000,869 (872,149 ) 33 130 (233,570 ) 506,249 2021 2,197,574 (2,362,888 ) 658,885 (789,682 ) 94 132 116,182 481,229 2020 17,204,248 22,420,874 5,012,582 14,102,915 109 105 (38,617 ) 419,859 (1) The CEO in all four reporting years is Michael B. Petras, Jr.; reflects compensation amounts reported in the Summary Compensation Table (“SCT”) for Mr. Petras for the years ended December 31 2023, 2022, 2021 and 2020, respectively. (2) “Compensation actually paid” (“CAP”) to our CEO in 2023, 2022, 2021 and 2020 reflects the respective amounts in the SCT, adjusted as required pursuant to 402(v) of Regulation S-K. (3) The following non-CEO • 2020: Michael Rutz, Scott Leffler • 2021: Michael Rutz, Scott Leffler, Terrence Hammons, Matthew Klaben • 2022: Michael Rutz, Scott Leffler, Terrence Hammons, Matthew Klaben, Alexander Dimitrief, Michael Biehl • 2023: Michael Rutz, Alexander Dimitrief, Michael Biehl, Jonathan Lyons Certain non-CEO (4) Average CAP to our non-CEO S-K. (5) Represents the cumulative total shareholder return (“TSR”) of the Company for the period commencing from market close on December 31, 2019, and ending on each of December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023. (6) Represents the cumulative TSR of the S&P 500 Healthcare Index for the period commencing from market close on December 31, 2019, and ending on each of December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023. (7) Reflects “Net Income (Loss)” in the Consolidated Statements of Operations and Comprehensive Income (Loss) included in the Company’s Annual Reports on Form 10-K (8) The Company-selected Measure is Adjusted EBITDA, which is described below. | |||
Company Selected Measure Name | Adjusted EBITDA | |||
Named Executive Officers, Footnote | (3) The following non-CEO • 2020: Michael Rutz, Scott Leffler • 2021: Michael Rutz, Scott Leffler, Terrence Hammons, Matthew Klaben • 2022: Michael Rutz, Scott Leffler, Terrence Hammons, Matthew Klaben, Alexander Dimitrief, Michael Biehl • 2023: Michael Rutz, Alexander Dimitrief, Michael Biehl, Jonathan Lyons | |||
Peer Group Issuers, Footnote | Represents the cumulative TSR of the S&P 500 Healthcare Index for the period commencing from market close on December 31, 2019, and ending on each of December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023. | |||
PEO Total Compensation Amount | $ 9,701,005 | $ 16,659,858 | $ 2,197,574 | $ 17,204,248 |
PEO Actually Paid Compensation Amount | $ 31,189,170 | 5,908,688 | (2,362,888) | 22,420,874 |
Adjustment To PEO Compensation, Footnote | The tables below disclose the amounts deducted from, and added to, the Summary Compensation Table total compensation amounts to calculate the Compensation Actually Paid for each of the applicable years, for the CEO and average non-CEO CEO Year Summary Compensation Table Total Compensation Less: stock award and option award values reported in Summary Compensation Table for the covered year Plus: fair value for stock and option awards granted in the covered year Change in fair value of outstanding unvested stock and option awards from prior years Change in fair value of stock and option awards from prior years that vested in the covered year Less: fair value of stock and option awards forfeited during the covered year CEO CAP 2023 $9,701,005 $(7,495,691 ) $7,067,443 $16,061,642 $5,854,771 $— $ 31,189,170 2022 16,659,858 (14,462,702 ) 13,019,821 (5,926,198 ) (3,382,091 ) — 5,908,688 2021 2,197,574 — — (3,167,607 ) (1,392,855 ) — (2,362,888 ) 2020 17,204,248 (15,000,000 ) 20,216,626 — — — 22,420,874 | |||
Non-PEO NEO Average Total Compensation Amount | $ 1,405,960 | 2,000,869 | 658,885 | 5,012,582 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 3,514,502 | (872,149) | (789,682) | 14,102,915 |
Adjustment to Non-PEO NEO Compensation Footnote | The tables below disclose the amounts deducted from, and added to, the Summary Compensation Table total compensation amounts to calculate the Compensation Actually Paid for each of the applicable years, for the CEO and average non-CEO Average Non-CEO Year Average Summary Compensation Table Total Compensation Less: average stock award and option award values reported in Summary Compensation Table for the covered year Plus: average fair value for stock and option awards granted in the covered year Average change in fair value of outstanding unvested stock and option awards from prior years Average change in fair value of stock and option awards from prior years that vested in the covered year Less: average fair value of stock and option awards forfeited during the covered year Non-CEO NEO CAP 2023 $1,405,960 $(649,546 ) $634,064 $1,306,199 $817,826 $— $3,514,502 2022 2,000,869 (1,248,894 ) 948,453 (1,149,366 ) (268,001 ) (1,155,210) (872,149 ) 2021 658,885 (125,000 ) 139,448 (991,451 ) (471,564 ) — (789,682 ) 2020 5,012,582 (4,350,000 ) 10,973,027 2,387,163 80,143 — 14,102,915 | |||
Compensation Actually Paid vs. Total Shareholder Return | The graph below reflects the relationship between the CEO and Average NEO CAP (per the SEC’s definition), TSR of the Company, and TSR of the S&P 500 Health Care Index for the covered periods. | |||
Compensation Actually Paid vs. Net Income | The graph below reflects the relationship between the CEO and Average NEO CAP (per the SEC’s definition), the Company’s Net Income, and Adjusted EBITDA for the covered periods. | |||
Compensation Actually Paid vs. Company Selected Measure | The graph below reflects the relationship between the CEO and Average NEO CAP (per the SEC’s definition), the Company’s Net Income, and Adjusted EBITDA for the covered periods. | |||
Total Shareholder Return Vs Peer Group | The graph below reflects the relationship between the CEO and Average NEO CAP (per the SEC’s definition), TSR of the Company, and TSR of the S&P 500 Health Care Index for the covered periods. | |||
Tabular List, Table | The following financial performance measures represent, in the Company’s assessment, the most important financial measures the Company used to link compensation that we actually paid to our named executive officers for 2023: Financial Performance Metrics Adjusted EBITDA Sterigenics Segment Income | |||
Total Shareholder Return Amount | $ 67 | 33 | 94 | 109 |
Peer Group Total Shareholder Return Amount | 132 | 130 | 132 | 105 |
Net Income (Loss) | $ 51,376,000,000 | $ (233,570,000,000) | $ 116,182,000,000 | $ (38,617,000,000) |
Company Selected Measure Amount | 528,029,000,000 | 506,249,000,000 | 481,229,000,000 | 419,859,000,000 |
PEO Name | Michael B. Petras, Jr | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDA | |||
Non-GAAP Measure Description | The Company’s Annual Reports on Form 10-K non-GAAP | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Sterigenics Segment Income | |||
PEO | Stock Award And Option Award Values Reported In Summary Compensation Table For The Covered Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (7,495,691) | $ (14,462,702) | $ (15,000,000) | |
PEO | Fair Value For Stock And Option Awards Granted In The Covered Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 7,067,443 | 13,019,821 | 20,216,626 | |
PEO | Change In Fair Value Of Outstanding Unvested Stock And Option Awards From Prior Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 16,061,642 | (5,926,198) | $ (3,167,607) | |
PEO | Change In Fair Value Of Stock And Option Awards From Prior Years That Vested In The Covered Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 5,854,771 | (3,382,091) | (1,392,855) | |
Non-PEO NEO | Stock Award And Option Award Values Reported In Summary Compensation Table For The Covered Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (649,546) | (1,248,894) | (125,000) | (4,350,000) |
Non-PEO NEO | Fair Value For Stock And Option Awards Granted In The Covered Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 634,064 | 948,453 | 139,448 | 10,973,027 |
Non-PEO NEO | Change In Fair Value Of Outstanding Unvested Stock And Option Awards From Prior Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,306,199 | (1,149,366) | (991,451) | 2,387,163 |
Non-PEO NEO | Change In Fair Value Of Stock And Option Awards From Prior Years That Vested In The Covered Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 817,826 | (268,001) | $ (471,564) | $ 80,143 |
Non-PEO NEO | Fair Value Of Stock And Option Awards Forfeited During The Covered Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (1,155,210) |