Constantine Mihas
About Constantine S. Mihas
Constantine S. Mihas (age 58) is an independent director of Sotera Health, serving on the Board since October 2020 and previously on Topco Parent’s Board of Managers from 2015 to November 2020; he is Managing Director and Co‑Chief Executive Officer at GTCR and sits on the board of Maravai LifeSciences (NASDAQ: MRVI) . His current SHC term is Class I, expiring at the 2027 annual meeting; the Board has determined he is independent under Nasdaq standards . He holds a B.S. (high distinction) in finance and economics from the University of Illinois Chicago and an MBA (with distinction) from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GTCR | Managing Director; Co‑Chief Executive Officer; Healthcare group | 2001–present | Instrumental in building GTCR’s expertise in life sciences and medical devices |
| Delray Farms | Chief Executive Officer; Co‑founder | — (prior to GTCR) | Specialty food retail operations leadership |
| McKinsey & Company | Consultant | — (prior to Delray Farms) | Strategy/management consulting experience |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Maravai LifeSciences (MRVI) | Director | Current; SHC skills matrix shows one other public company board for Mihas |
| Various private companies | Director | Serves on several private company boards |
Board Governance
- Committee assignments: Leadership Development & Compensation (member); Nominating & Corporate Governance (member). LDC Committee met five times in 2024; NCG membership reflected in Board composition table .
- Independence: Board annually reviews independence; all directors except the CEO deemed independent under Nasdaq rules .
- Attendance and engagement: The Board met eight times in 2024; all directors attended the 2024 Annual Meeting. Executive sessions occurred at each regular Board meeting and across Audit, NCG, and LDC .
- Sponsor influence: Under the Stockholders Agreement, GTCR is entitled to designate directors proportionate to its ownership and has representation entitlements on Board committees (subject to Nasdaq rules); GTCR designated Mr. Cunningham and Mr. Mihas .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly; pro‑rated on changes |
| Committee fees (policy) | LDC member: $5,000; NCG member: $2,500 | Chairs: LDC $20,000; NCG $15,000; Audit member $7,500; Audit chair $25,000 |
| Fees earned (actual) | $80,000 | Reflects actual 2024 cash paid for Board/committee service |
| Total 2024 director comp | $304,997 | Cash $80,000; Stock awards $224,997 (grant‑date fair value) |
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual non‑employee director grant) | May 24, 2024 | 20,089 RSUs outstanding as of 12/31/2024 | $224,997 | Time‑based; vest in full on earlier of 1‑year anniversary or immediately prior to next regular annual meeting, subject to continued service |
- Policy: Non‑employee directors receive annual RSUs with target grant value of $225,000; grants typically made the day after the annual meeting . No meeting fees; reasonable expenses reimbursed .
Other Directorships & Interlocks
| Relationship | Details | Governance Implication |
|---|---|---|
| Sponsor‑designated director | GTCR designated Mihas to SHC Board per Stockholders Agreement | Sponsor influence on Board composition; committee representation rights for GTCR proportional to designation |
| Service on other public boards | One public board listed (MRVI) in skills matrix; MRVI board disclosed in biography | External network connectivity; potential information flow; monitor for competitive overlaps |
Expertise & Qualifications
- Finance/investment leadership; life sciences/medical devices sector expertise; strategy and operations background (McKinsey, Delray Farms) .
- Board skills matrix reflects competencies across healthcare, finance, legal/regulatory, technology & science, ERM, and strategy; service on one other public board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Personal Holdings Detail |
|---|---|---|---|
| Constantine S. Mihas | 49,276,950 | 17.36% | Includes 49,215,301 shares beneficially owned by GTCR Sponsors due to affiliations; Mihas disclaims beneficial ownership of GTCR‑owned shares except to extent of indirect pecuniary interests; also includes 41,560 shares of common stock and 20,089 RSUs vesting within 60 days of March 28, 2025 |
- Shares outstanding basis: 283,855,074 as of March 28, 2025 .
- Stock ownership guidelines: Non‑employee directors expected to hold Company stock valued at 5× annual cash retainer within five years; each non‑employee director either complies or is on track .
- Hedging/pledging policy: Insiders (including directors) prohibited from hedging, shorting, derivative trades; pledging only with advance approval .
Governance Assessment
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Strengths:
- Deep healthcare investing and operating experience; relevant sector expertise beneficial for SHC’s risk oversight and strategy .
- Active participation in compensation governance (LDC member) and corporate governance/nominations (NCG member) with five LDC meetings in 2024, indicating engagement .
- Independent under Nasdaq standards; Board conducts annual independence reviews .
- Director equity grants and ownership guidelines promote alignment; RSU structure encourages medium‑term retention .
-
Risks and potential conflicts (monitoring recommended):
- Sponsor influence: GTCR’s designation rights and committee representation entitlements can shape governance dynamics; Warburg retains LDC chair appointment right while it can designate at least one director .
- Related‑party exposure: Nelson Labs recorded $1.4 million in sales to Curia, a GTCR affiliate, in 2024; vendor payments of ~$0.4 million to Quantum, a Warburg affiliate, in 2024—Audit Committee oversees and reviews related‑party transactions per policy .
- Concentrated beneficial ownership: Aggregated sponsor‑related beneficial ownership attribution elevates Mihas’s reported percentage, though he disclaims sponsor‑held shares (focus on personal holdings and RSUs for alignment) .
-
Attendance and process integrity:
- Board met eight times in 2024; executive sessions held regularly; all directors attended 2024 Annual Meeting—positive engagement signal .
RED FLAGS: Sponsor‑affiliate transactions (Curia) require continued vigilant Audit Committee oversight for arm’s‑length terms and independence preservation . Sponsor committee chair rights (Warburg on LDC) and designation rights may pose perceived governance influence beyond ordinary independent board norms; mitigated by Nasdaq independence requirements and committee structures .