Ann Klee
About Ann R. Klee
Independent director at Sotera Health (SHC) since October 2020; age 63. Former EVP, Business Development & External Affairs at Suffolk Construction; long-tenured GE executive (VP Environment Health & Safety; VP Boston Development & Operations; President, GE Foundation). J.D. (University of Pennsylvania Carey Law School), B.A. with High Honors (Swarthmore). Core credentials: environmental law, regulation and policy; corporate responsibility; complex litigation management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suffolk Construction | EVP, Business Development & External Affairs | Feb 2020–Mar 2021 | External affairs and BD leadership |
| General Electric (GE) | VP, Environment Health & Safety | Feb 2008–Sep 2019 | Led EHS; compliance and safety programs |
| GE | VP, Boston Development & Operations | Jan 2016–Sep 2019 | Boston site development/operations |
| GE Foundation | President | Aug 2015–Sep 2019 | Oversaw ~$140M annual contributions |
| Crowell & Moring | Partner; Co-chair, Environment & Natural Resources | 2006–2007 | Environmental law practice leadership |
| U.S. EPA | General Counsel | Not disclosed | Federal environmental regulatory leadership |
| U.S. Dept. of the Interior | Counselor & Special Assistant to Secretary | Not disclosed | Federal policy advisory |
| U.S. Senate EPW Committee | Chief Counsel | Not disclosed | Legislative oversight on environment/public works |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Wabtec Corporation (NYSE: WAB) | Director | Chair, Compensation & Talent Development; Chair, ESG subcommittee of Governance & Sustainability |
Board Governance
- Independence: Independent under Nasdaq; all directors except CEO independent .
- Committee assignments: Audit Committee member; Chair, Nominating & Corporate Governance (NCG) Committee; member, EO Litigation Committee .
- Committee activity: Audit met 5× (2024); NCG met 5×; EO Litigation met 5×; Nordion Pricing met 3× (Klee not a member). Board met 8× in 2024; executive sessions held routinely; all directors attended the 2024 Annual Meeting .
- Board structure/signals: Classified board; supermajority standards remain; in response to shareholder feedback, Board appointed Vincent Petrella as Lead Independent Director (Jan 2025), improving oversight dynamics .
- Sponsor context: Warburg Pincus/GTCR retain designation rights; sponsor designees excluded from Audit; Klee is not a sponsor designee .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director base |
| Audit Committee member fee | $7,500 | Member (chair is $25,000) |
| NCG Committee chair fee | $15,000 | Chair role |
| Total cash earned (2024) | $97,500 | Reported for Klee |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| May 24, 2024 | RSUs (annual director grant) | 20,089 | ~$225,000 target program; Klee’s 2024 stock award $224,997 | Time-based; generally vests in full by earlier of 1-year or pre-AGM; 2024 RSUs outstanding at year-end |
- Program design: Annual director RSUs with target grant-date value $225,000; time-based vesting only (no performance metrics for director equity awards) .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Considerations |
|---|---|---|
| Wabtec Corporation | Public company | No disclosed related-party transactions with SHC; Klee independent at SHC . |
| Sponsor-linked transactions | — | SHC disclosed related-party dealings with Curia (GTCR affiliate) and Quantum Health (Warburg Pincus affiliate), overseen by Audit; Klee is independent and Audit member (sponsor designees excluded from Audit) . |
Expertise & Qualifications
- Legal/regulatory and environmental policy; corporate responsibility; litigation management .
- Board skills matrix: Finance, international, legal/regulatory, corporate responsibility, enterprise risk; service on other public company boards (count 1) .
Equity Ownership
| Holder | Beneficial Shares | Ownership % | Notes |
|---|---|---|---|
| Ann R. Klee | 106,824 | <1% | As of Mar 28, 2025; company had 283,855,074 shares outstanding; RSUs outstanding for 2024 grant: 20,089 . |
- Ownership alignment: Director stock ownership guideline = 5× annual cash retainer; company discloses all non-employee directors comply or are on track within the five-year window .
- Hedging/pledging: Prohibited for insiders; pledging only with prior approval; short selling and derivatives prohibited .
Governance Assessment
- Strengths:
- Independent director with deep environmental/regulatory expertise; chairs NCG (key for board composition, independence, ESG oversight) .
- Active risk oversight via Audit and EO Litigation Committees; regular executive and private sessions; robust committee cadence .
- Director compensation structure balanced—modest cash plus time-based equity; clear vesting; transparent policy .
- Shareholder feedback responsiveness (Lead Independent Director appointment); Say-on-Pay support strong (98% approval in 2024), indicating investor confidence in governance/comp structure .
- Watch items:
- Classified board and supermajority voting standards remain, which some investors disfavor; sponsor designation rights continue (potential entrenchment risk). Mitigants: independent chairing of NCG; sponsor designees excluded from Audit .
- Related-party transactions with sponsor affiliates (Curia, Quantum) present potential perception risk; governed by formal policy under Audit oversight; Klee’s independence and Audit membership help mitigate .
Overall, Klee’s committee leadership (NCG chair) and audit/risk oversight roles, plus an environmentally focused background, are positives for board effectiveness and investor confidence, with structural governance risks tied to the classified board and sponsor rights monitored via independent committee frameworks .