Alexander Dimitrief
About Alexander Dimitrief
Senior Vice President and General Counsel at Sotera Health (SHC) since November 1, 2022; prior roles include GE General Counsel and President/CEO of GE’s Global Growth Organization, and Partner at Kirkland & Ellis; he also served as a partner at legal strategy firm Zeughauser Group (2019–2022) and teaches at Harvard Law School and New York Law School. Education: B.A. in Economics & Political Science from Yale; J.D. from Harvard Law School . Under his tenure as a named executive, SHC delivered its 19th consecutive year of revenue growth in 2024 (+4.9% reported; +5.4% constant currency) and company Adjusted EBITDA of $548.6 million (AIP metric achieved at 97.5% of target); the 2024 “Pay vs Performance” table reports a company TSR index value of 55 for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Electric (GE) | President & CEO, Global Growth Organization | 2018–2019 | Led growth across 180+ countries; drove large international order wins and complex government engagement . |
| General Electric (GE) | SVP & General Counsel | 2015–2018 | Led GE’s global legal, compliance and government affairs organizations . |
| GE Capital | SVP & General Counsel | 2012–2015 | Led transformation including Synchrony IPO/split-off and major asset dispositions . |
| Kirkland & Ellis LLP | Partner (Trial Lawyer) | ~1989–2009 (20 years) | Nationally recognized trial practice across high-profile matters . |
| Zeughauser Group | Partner | 2019–2022 | Advised law firms and legal departments on strategy and leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Harvard Law School | Adjunct Professor | Ongoing | Teaches on corporate citizenship and leadership . |
| New York Law School | Adjunct Professor/Senior Fellow | Ongoing | Distinguished adjunct and Senior Fellow in business & financial law . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $90,000 | $600,000 | $600,000 |
| Target Bonus % of Salary | 50% (prorated in 2022) | 50% | 50% |
| Actual AIP Bonus ($) | $39,600 | $260,100 | $282,000 |
Notes: Dimitrief’s target AIP opportunity is 50% of base salary; he participates in SHC’s Annual Incentive Plan (AIP) .
Performance Compensation
AIP performance structure and outcomes
- 2023: AIP based on Company Adjusted EBITDA (80% weighting for non-division executives) and individual performance (20%); Company metric achieved at 85% of target; Dimitrief received 110% of his individual performance target .
- 2024: AIP included Company Adjusted EBITDA and individual performance; Company metric achieved at 97.5% of target (AIP earned value 94%); Dimitrief received 100% of his individual performance target; actual payout $282,000 (47% of salary) .
| Year | Metric | Weighting | Target | Actual | Payout/Earned |
|---|---|---|---|---|---|
| 2023 | Company Adj. EBITDA | 80% (non-division execs) | 100% of target | 85% of target | 85% factor on this component |
| 2023 | Individual Performance | 20% | 100% | 110% (Dimitrief) | 110% factor on this component |
| 2024 | Company Adj. EBITDA | Not explicitly restated, Company metric used | 100% of target | 97.5% (AIP earned value 94.0%) | 94% factor on Company metric |
| 2024 | Individual Performance | Used in AIP | 100% | 100% (Dimitrief) | 100% factor |
Long-term equity (structure and grant detail)
- Annual LTI mix (2024): ~50% stock options and 50% RSUs; options vest in equal annual installments over 3 years; 10-year term; RSUs vest in equal annual installments over 3 years beginning March 2, 2025 (first anniversary of March 2, 2024) .
- Dimitrief’s 2024 LTI: 51,405 RSUs and 102,095 options (exercise price $14.59; 3/4/2034 expiry) .
| Grant Type | Grant Date | Shares/Options | Terms |
|---|---|---|---|
| RSUs (Annual 2024) | 3/4/2024 | 51,405 | Vest in 3 equal annual installments beginning 3/2/2025 . |
| Stock Options (Annual 2024) | 3/4/2024 | 102,095 | Exercise $14.59; vest ratably over 3 years; 10-year term to 3/4/2034 . |
New-hire/sign-on equity and cash (2022)
- Sign-on cash: $1,500,000 lump sum (Nov 2022), subject to pro-rata repayment if he resigned (other than death/disability) or was terminated for cause before second anniversary of start date .
- New-hire equity: stock options and restricted stock with targeted grant date fair value of $1,500,000 each, vesting 50% on 10/31/2023 and 50% on 10/31/2024 .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of March 28/December 31, 2024–2025)
- Beneficially owned common shares: 880,820 (<1%) as of March 28, 2025 .
- Outstanding equity at 12/31/2024:
- Options exercisable: 602,387 @ $6.37 (11/7/2032 expiry) .
- Options unexercisable: 102,095 @ $14.59 (3/4/2034 expiry) .
- Unvested RSUs: 51,405 (market value $703,220 based on $13.68 close on 12/31/2024) .
| Category | Detail |
|---|---|
| Beneficial Ownership | 880,820 shares; <1% of outstanding (283,855,074 shares outstanding as of 3/28/2025) . |
| Options – Exercisable | 602,387 @ $6.37; expire 11/7/2032 . |
| Options – Unexercisable | 102,095 @ $14.59; expire 3/4/2034 . |
| RSUs – Unvested | 51,405; market value $703,220 (at $13.68 close on 12/31/24) . |
Ownership policy, hedging/pledging, compliance
- Stock ownership guidelines: 2x salary for non-CEO NEOs; Dimitrief in compliance as of March 31, 2024 .
- Insider trading policy prohibits hedging and pledging (unless pre-approved); also prohibits short sales and derivatives trading in SHC .
- No pledging disclosed for Dimitrief .
Vesting schedule and potential selling pressure
- Upcoming RSU vesting from 2024 grant: ~17,135 shares per year on/around March 2, 2025–2027, subject to service .
- Options from 2024 grant: ~34,032 options/year vesting over 3 years beginning March 2, 2025 .
Implication: Standard 3-year vesting cadence could create intermittent liquidity windows; activity remains subject to blackout windows and any 10b5-1 plans (not disclosed here).
Employment Terms
- Employment: At-will; commenced November 1, 2022; title Senior Vice President and General Counsel .
- Offer letter: Base salary $600,000; AIP target 50% of salary (prorated in 2022); sign-on $1.5M; new-hire equity (options + restricted stock, two-year vest) .
- Severance: Offer letter does not provide severance if employment is terminated by either party with or without cause .
- Restrictive covenants: Confidentiality (indefinite), non-disparagement, non-competition and non-solicitation for 12 months post-termination (RCA dated 11/1/2022) .
- Special equity treatment: For the November 2022 stock options and restricted stock, full vesting upon termination by the Company without “cause”; 30 days (cause termination) or 1 year (without cause) to exercise those November 2022 options .
Potential payments upon termination/change in control (as of 12/31/2024)
| Scenario | Cash Severance | COBRA | Equity Acceleration (Value) |
|---|---|---|---|
| Termination without Cause / Resignation for Good Reason | — | — | — |
| Death or Disability | — | — | $468,814 |
| Qualifying Retirement | — | — | — |
| Termination in Connection with a Change in Control (double trigger) | — | — | $703,220 |
Notes: Change-in-control provisions follow the 2020 Incentive Plan framework—if unvested awards are not assumed, they generally vest on the CIC date; if assumed, non-CEO NEOs vest upon qualifying termination within 12 months of CIC (Dimitrief’s November 2022 awards have specific treatment as noted above) .
Compensation History (Multi-Year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 90,000 | 600,000 | 600,000 |
| Bonus | 1,500,000 (sign-on) | — | — |
| Stock Awards | 1,499,995 | — | 749,999 |
| Option Awards | 1,991,351 | — | 751,361 |
| Non-Equity Incentive (AIP) | 39,600 | 260,100 | 282,000 |
| All Other Compensation | 1,038 | 2,077 | 7,611 |
| Total | 5,121,984 | 862,177 | 2,390,971 |
Compensation Structure Analysis
- Mix shift and pay-for-performance: For 2024, non-CEO NEO target LTI comprised ~50% options and ~50% RSUs; following 2024 shareholder feedback on say-on-pay, SHC will eliminate stock options in 2025 and add PSUs tied to 3-year performance and add SAUs for the CEO—raising performance linkage and reducing risk of asymmetric upside from options .
- AIP rigor and outcomes: Company Adjusted EBITDA targets are set off the annual plan; 2023 company metric paid at 85% of target amid operational headwinds; 2024 improved to 97.5% of target, with Dimitrief’s individual factor at 100% in 2024 (110% in 2023 for exceptional leadership of legal and government affairs) .
- No tax gross-ups; no option repricing; hedging/pledging prohibited—shareholder-friendly policies .
Performance & Track Record
- Business results during tenure: 2024 marked SHC’s 19th consecutive year of revenue growth; consolidated growth +4.9% reported and +5.4% constant currency; segment growth: Sterigenics +4.6% reported; Nordion +8.0% reported; Nelson Labs +3.4% .
- AIP financial metric (Company Adjusted EBITDA): $548.6 million in 2024 (97.5% of target; 94% earned value); 2023 Company metric achieved at 85% of target .
- Individual performance: Dimitrief’s individual AIP component was 110% in 2023 and 100% in 2024, reflecting leadership over legal and government affairs amidst significant regulatory and litigation complexity .
Risk Indicators & Red Flags
- EO litigation/regulatory risk: Ongoing EO-related tort litigation and evolving EPA NESHAP and FIFRA requirements present sustained legal and compliance risk; SHC expects to invest substantially in EO emission controls and employee protections with compliance timelines into 2026 and beyond .
- Leverage and liquidity: $2.26B total debt as of 12/31/2024; 2024 cash interest ~$179.9M; variable-rate exposure material—macro and legal contingencies could amplify risk .
- Governance mitigants: Insider trading policy bans hedging/pledging; stock ownership guidelines in place and met; no severance in Dimitrief’s offer letter reduces change-in-control payment inflation risk .
Equity Ownership & Alignment (Policy View)
- Ownership guidelines: 2x salary achieved by Dimitrief as of March 31, 2024, improving alignment with shareholders .
- Upcoming vesting cadence for 2024 grant likely smooths selling pressure across three anniversaries; explicit prohibition on hedging and pledging reduces misalignment risk .
Employment Terms (Change-in-Control Economics)
- No cash severance for Dimitrief even in CIC-related termination; equity treatment follows plan terms with double-trigger vesting if awards are assumed/substituted and employment terminates within 12 months post-CIC; 12/31/2024 modeled value of full vest under CIC termination: $703,220 (equity only) .
- Non-compete/non-solicit of 12 months post-termination tighten retention and continuity .
Say-on-Pay & Shareholder Feedback
- SHC cited shareholder feedback following the 2024 say-on-pay vote as the impetus to drop options in 2025 and introduce PSUs and performance conditions on RSUs—indicating responsiveness and rising performance sensitivity in LTI design .
Expertise & Qualifications
- Deep global legal, regulatory, and crisis-management expertise from GE and Kirkland; law faculty roles reinforce thought leadership. Education from Yale and Harvard Law School supports domain expertise .
Investment Implications
- Alignment: Compliance with stock ownership guidelines, absence of hedging/pledging, and no severance cushion improve shareholder alignment; 2025 LTI redesign (PSUs, performance RSUs) further heightens pay-for-performance .
- Retention and liquidity: Lack of severance could modestly elevate retention risk versus market, partially offset by ongoing RSU/option vesting through 2027; watch for 10b5-1 plan filings around annual vest dates for potential supply .
- Legal overhang: Continued EO litigation/regulatory spend is a fundamental risk factor; Dimitrief’s 2023–2024 individual AIP outcomes suggest credible leadership in managing the legal posture, yet case outcomes and regulatory timelines remain key catalysts for sentiment and valuation .
- Trading signals: Upcoming annual tranches (~17k RSUs and ~34k options per year from 2024 awards) are modest relative to float but can add episodic selling pressure around vest dates; monitor Form 4s for exercises/sales (not retrieved here due to data access issues) .
Overall: Pay design is trending more performance-based, with strong ownership alignment and clear retention hooks via time-based vesting; the legal/regulatory vector remains the dominant external risk input to sentiment and could overshadow compensation-alignment positives until resolved.