Christopher Simon
About Christopher A. Simon
Christopher A. Simon (age 61) has served as an independent director of Sotera Health Company (SHC) since August 2024, with his current Class III term expiring at the 2026 annual meeting . He is President & CEO of Haemonetics Corporation (NYSE: HAE) since May 2016; previously a Senior Partner at McKinsey & Company leading the Global Medical Products Practice, held commercial roles at Baxter, and served as a U.S. Army Infantry Officer; he holds a B.S. in economics from Wharton and an M.B.A. from Harvard Business School . SHC’s Board has determined that, with the exception of the CEO, all directors (including Mr. Simon) are independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; led Global Medical Products Practice | Not disclosed | Led global practice; strategy and operations expertise |
| Baxter International | Commercial roles | Not disclosed | Healthcare operating experience |
| U.S. Army | Infantry Officer (Korea; 1st Ranger Battalion) | Not disclosed | Leadership and discipline credentials |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Haemonetics Corporation (HAE) | President & CEO; Director | Public | CEO since May 2016 |
| AdvaMed | Director | Private association | Global medtech trade association |
Board Governance
- Committee assignments: Member, Leadership Development & Compensation (LDC) Committee; LDC met 5x in 2024; Chair: James C. Neary .
- Independence: Independent director under Nasdaq standards .
- Board structure: Classified board; Simon is Class III with term expiring in 2026 .
- Attendance: Board met 8 times in 2024; all directors attended 2024 annual meeting; executive sessions held regularly at Board and committee levels .
- Lead Independent Director: Vincent K. Petrella elected Lead Independent Director in January 2025 .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2024 | 33,261 | — (no 2024 RSU due to Aug 1 start) | 33,261 |
Non-Employee Director Compensation Policy (current):
- Annual cash retainer $75,000; Committee retainers: Audit $7,500 (Chair $25,000), LDC $5,000 (Chair $20,000), NCG $2,500 (Chair $15,000); no fees for EO Litigation or Nordion Pricing Committees .
- Annual RSU grant target $225,000; vests on first anniversary or immediately prior to next annual meeting, subject to continued service .
Performance Compensation (Director)
| Award Type | Design/Metric | Typical Grant Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs | Time-based (no performance metrics) | $225,000 target | Earlier of 1-year from grant or pre-next AGM | Aligns with stock performance; 2024 RSU not granted to Simon due to Aug 1, 2024 start |
Stock ownership guidelines: non-employee directors must hold SHC stock equal to 5x annual cash retainer within five years; RSUs count; no hedging or pledging (pledging only with prior approval) .
Other Directorships & Interlocks
| Company | Type | Committee/Role | Interlock Notes |
|---|---|---|---|
| Haemonetics Corporation (HAE) | Public company | Director; CEO | SHC discloses no compensation committee interlocks; none of SHC’s executive officers serve on boards/comp committees with reciprocity in the last year . |
| AdvaMed | Trade association | Director | Not a public company board |
Expertise & Qualifications
- Board skills matrix attributes for Simon include: Healthcare/MedTech, Finance, International, Legal/Regulatory, Technology & Science, Corporate Responsibility, C‑Suite/Operations, Cybersecurity, Enterprise Risk Management, Strategy; “Service on Other Public Company Boards”: 1 .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | As of |
|---|---|---|---|
| Christopher A. Simon | — (not reported) | * (<1%) | March 28, 2025 |
- Stock ownership guidelines (5x retainer) and annual compliance monitoring apply to directors; RSUs count toward compliance .
- Insider trading policy prohibits hedging and short-term derivatives; pledging is prohibited unless approved in advance .
Governance Assessment
- Board effectiveness: Simon serves on the LDC Committee overseeing executive pay, succession, and the clawback policy; the LDC met 5x in 2024 and engages an independent consultant (Exequity) . SHC’s 2024 say‑on‑pay received >98% support; LDC added multi‑year PSUs and SAUs in 2025 to further tie pay to performance—positive alignment signals .
- Independence and conflicts: Board affirmed independence for all directors except the CEO; no related‑party transactions disclosed involving Simon or his affiliated entities in 2024; disclosed related‑party transactions were limited to GTCR/Warburg affiliates (Curia sales ~$1.4M; Quantum payments ~$0.4M) and are reviewed under a related‑party policy administered by the Audit Committee .
- Risk oversight: The Board maintains dedicated committees (Audit, LDC, NCG) plus EO Litigation and Nordion Pricing committees; executive sessions and ERM reviews enhance oversight, relevant given SHC’s EO litigation exposure .
- Legal protections: Robust director/officer indemnification and insurance; officer exculpation added in 2024 in line with DGCL—standard but noteworthy for risk transfer rather than performance signal .
- Potential flags to monitor: Simon is a sitting public‑company CEO while serving on SHC’s LDC Committee, which can raise time‑commitment questions; however, the proxy notes Board independence and meeting cadence, with no attendance shortfalls disclosed . No pledging/hedging allowed under policy .