James Neary
About James C. Neary
James C. Neary, age 60, is an independent Class I director at Sotera Health (SHC) and Chair of the Leadership Development & Compensation (LDC) Committee; he has served on the Company’s Board since October 2020 and previously on the predecessor Topco Parent Board of Managers from 2015 to November 2020 . Neary is a Managing Director and partner at Warburg Pincus, Co-Head of U.S. Private Equity, and a member of the firm’s Executive Committee; he holds a B.A. in economics and political science from Tufts University and an MBA from Northwestern’s Kellogg School (Eugene Lerner Finance Scholar) . He is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director; Co-Head US PE; Executive Committee member | Joined 2000; ongoing | Led/co-led tech, industrial, business services, healthcare groups |
| Endurance International Group Holdings, Inc. | Director | 2013–2021 | Board service in technology services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WEX Inc. (NYSE: WEX) | Director | Current | Member: LDC Committee; Finance Committee |
Board Governance
- Committee assignments at SHC: Chair, Leadership Development & Compensation Committee; not on Audit; not on Nominating & Corporate Governance (NCG) .
- Independence: Board determined all directors except the CEO are independent under Nasdaq; Neary is independent .
- Meetings and engagement: Board met 8 times in 2024; LDC Committee met 5 times; directors held regular executive sessions; LDC conducted private sessions with the CHRO and its independent compensation consultant (Exequity) .
- Sponsor rights impacting governance: Warburg Pincus and GTCR retain designation and committee representation rights; Warburg Pincus is entitled to appoint the LDC Committee Chair while it retains designation rights .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer |
| LDC Committee Chair fee | $20,000 | Chair premium |
| Total cash fees paid (2024) | $95,000 | Reflects retainer + chair fee |
Performance Compensation (Director)
| Equity Instrument | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| RSUs (annual non-employee director grant) | May 24, 2024 | 20,089 units outstanding as of 12/31/2024 | $224,997 (2024 stock awards) | Time-based; vests in full on earlier of 1st anniversary of grant or immediately prior to next annual meeting, subject to service |
- No performance conditions are attached to director RSUs (time-based vesting); SHC does not grant stock options to directors under its standard policy .
Other Directorships & Interlocks
| Company/Entity | Relationship to SHC | Details |
|---|---|---|
| WEX Inc. | External public board | Neary serves as Director; LDC and Finance Committees |
| Endurance International Group | Prior public board | Neary served as Director (2013–2021) |
| Warburg Pincus | Sponsor with rights at SHC | Warburg Pincus designated Neary to SHC Board; retains director designation and committee chair rights at certain ownership thresholds |
Expertise & Qualifications
- Finance, strategy, and healthcare investing; U.S. and international experience; service on other public boards (count 1) as profiled in SHC’s Board skills matrix .
- Education: BA Tufts; MBA Northwestern Kellogg; Eugene Lerner Finance Scholar .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 73,884,601 |
| Ownership (% of SHC outstanding shares) | 26.03% (based on 283,855,074 shares outstanding) |
| RSUs outstanding (Director grant) | 20,089 units as of 12/31/2024 |
| Stock ownership guidelines | Directors: 5× annual cash retainer; directors either comply or are on track within 5 years |
| Hedging/pledging | Prohibited (including margin accounts, short sales, derivatives) unless pledging pre-approved; policy bans hedging and short sales |
Governance Assessment
- Strengths and signals supporting investor confidence:
- Independent status and significant LDC engagement (chair), with robust committee processes and use of an independent consultant; LDC oversaw 2025 changes toward PSUs and performance alignment; 2024 say-on-pay approval exceeded 98% .
- Board and committees ran regular executive sessions; Audit, NCG, and LDC conducted private sessions with management and advisors; structured risk oversight across committees (including EO litigation oversight) .
- Clawback policy compliant with SEC/Nasdaq; strict insider trading policy including hedging/pledging prohibitions; director stock ownership guidelines .
- Conflicts, constraints, and RED FLAGS to monitor:
- Sponsor influence: Warburg Pincus designated Neary and retains rights to appoint LDC Chair and committee representation; quorum rules tied to sponsor designees; directors can be removed with sponsor consent—may constrain board independence perceptions (RED FLAG) .
- Corporate opportunities renunciation in favor of Sponsors; Company is indemnitor of first resort for sponsor-designated directors—potential alignment concerns (RED FLAG) .
- Related-party transactions with sponsor affiliates: ~$0.4M paid to Quantum (Warburg Pincus affiliate vendor) and ~$1.4M sales to Curia (GTCR affiliate customer) in 2024—Audit Committee oversees related-party transactions (monitor for scaling or repeat patterns) .
- Classified board and supermajority removal for cause (75%) and charter amendment standards drew some investor criticism; Company added a Lead Independent Director in January 2025 (mitigant) .
Implications: While Neary’s LDC leadership and responsiveness to shareholder feedback on pay-for-performance are positives, sponsor designation rights, committee chair entitlements, and corporate opportunity renunciation elevate perceived conflict risks; investors should monitor future related-party activities, committee independence, and continued progress on governance reforms .
Appendix — Key Committee Facts
| Committee | 2024 Meeting Count | Members |
|---|---|---|
| Leadership Development & Compensation (LDC) | 5 | Neary (Chair), Mihas, Simon |
| Audit | 5 | Petrella (Chair), Flynn, Klee, Wheadon |
| Nominating & Corporate Governance (NCG) | 5 | Klee (Chair), Chen, Cunningham, Wheadon |
| EO Litigation | 5 | Cunningham, Klee, Knauss, Petrella |
| Nordion Pricing | 3 | Chen, Cunningham, Flynn, Petrella |
All directors attended the 2024 Annual Meeting of Stockholders; the Board met eight times in 2024 .