Jonathan Lyons
About Jonathan Lyons
Jonathan M. Lyons is Senior Vice President and Chief Financial Officer of Sotera Health, appointed June 26, 2023; he was 46 years old at appointment and continues to serve as CFO in 2025 . He previously led finance disciplines at Owens Corning (VP Corporate FP&A; finance leader for $3.7B Insulation and $2.7B Composites; Treasurer) and held senior roles in treasury, FP&A, IR, and tax at Cardinal Health following a start in public accounting . Education: MBA (Ohio State University) and BS Accounting (Kent State University) . Company performance under the executive team in 2024: revenue grew 4.9% (5.4% constant currency), Adjusted EBITDA was $548.6M, and pay-versus-performance shows a $100 investment in SHC at $55 vs $135 for the S&P 500 Healthcare index as of 2024 year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Owens Corning | VP Corporate FP&A; VP Finance & Supply Chain for Insulation ($3.7B) and Composites ($2.7B); Treasurer | Not disclosed | Led multi‑disciplinary finance in complex global businesses and corporate capital markets |
| Cardinal Health | Senior leadership roles in treasury, FP&A, investor relations, and tax | 8 years | Built enterprise finance capabilities across healthcare; started career in public accounting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in filings reviewed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (actual) | $237,500 | $493,269 |
| Target Bonus % of Salary (AIP) | 70% | 70% |
| AIP Payout (Non-Equity Incentive) | $141,312 | $324,571 |
| Sign-on Cash Bonus | $200,000 | — |
| One-time Commuting Bonus | — | $100,000 (paid April 2024) |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Outcome
| Metric | Weighting | Target | Actual | Payout Basis | Result |
|---|---|---|---|---|---|
| Company Adjusted EBITDA | 80% (Lyons) | $568.6M | $548.6M | Linear schedule (70% at threshold, 100% at target, max 200%) | 94% of target for company component |
| Individual Performance | 20% (Lyons) | Goals set annually | Achieved 100% of individual target | Values/goal attainment | 100% of individual component |
| Total AIP Outcome (Lyons) | — | — | — | Combined company + individual | $324,571 paid (≈66% of salary) |
Key AIP metrics: Adjusted EBITDA (Company) and Sterigenics Segment Income (business unit for Sterigenics President; Lyons’ AIP is company-wide), with threshold/target/maximum ranges designed to be challenging yet attainable .
Long-Term Incentives – Equity Awards
| Grant | Type | Grant Date | Shares/Options | Strike | Grant Date Fair Value |
|---|---|---|---|---|---|
| 2024 LTI | RSUs | Mar 4, 2024 | 41,124 | — | $599,999 |
| 2024 LTI | Stock Options | Mar 4, 2024 | 81,676 | $14.59 | $601,089 |
| 2023 LTI (prorated) | RSUs | Aug 7, 2023 | Included in outstanding awards | — | $300,000 (part of 2023 LTI) |
| 2023 LTI (prorated) | Stock Options | Aug 7, 2023 | Included in outstanding awards | $16.89 | $300,000 (part of 2023 LTI) |
| 2023 Sign‑on | RSUs (replacement) | Aug 7, 2023 | 3‑year vesting schedule | — | $1,000,000 |
Vesting: 2024 RSUs/options vest in three equal annual installments on March 2, 2025/2026/2027; 2023 RSUs/options vest in three equal annual installments on August 5, 2024/2025/2026 .
2025 LTI program changes (for all NEOs): introduced PSUs tied to rigorous three‑year revenue and free cash flow goals; non‑CEO RSUs include stock-price performance feature; at least 50% of 2025 LTI is performance-based .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 63,661 shares; less than 1% of outstanding |
| Outstanding Options (Lyons) | Exercisable: 11,213 (2023 grant at $16.89); Unexercisable: 22,427 (2023), 81,676 (2024) |
| Outstanding RSUs (Lyons) | 11,841 (2023 LTI); 39,471 (2023 sign‑on RSUs); 41,124 (2024 LTI) |
| In‑the‑Money Status (12/31/2024) | Closing price $13.68 vs strikes $16.89 (2023) and $14.59 (2024) → no intrinsic value at year‑end |
| Ownership Guidelines | 2x base salary for non‑CEO NEOs; Lyons in compliance as of Mar 31, 2024 |
| Hedging/Pledging Policy | Hedging and pledging are prohibited (pledging only with advance approval) |
| Lock‑Up Agreement | Lyons signed underwriting lock‑up related to Nov 2025 offering; transfers restricted during the defined period with specific exceptions and Rule 10b5‑1 plan conditions |
Employment Terms
| Provision | Lyons’ Terms |
|---|---|
| Start Date & Role | Appointed SVP & CFO effective June 26, 2023 |
| Base & AIP Targets | Initial base $475,000; AIP target 70% of salary; 2024 base increased to $500,000 effective April 1, 2024 |
| Severance (pre‑Feb 26, 2025) | If terminated without cause: 12 months base salary continuation |
| Severance (post‑Feb 26, 2025 amendment) | If terminated without cause: 12 months of base salary plus AIP target amount (paid in installments) |
| Non‑Compete / Non‑Solicit | 12 months post‑termination per restrictive covenants agreement |
| Change‑in‑Control – Equity | If awards not assumed: vest at CoC; if assumed: double‑trigger—full vesting upon termination without cause within 12 months post‑CoC |
| Clawback Policy | Mandatory recovery of incentive-based compensation upon accounting restatement per SEC/Nasdaq rules (effective Oct 2, 2023) |
| Deferred Compensation | No participation disclosed for Lyons in 2024 non‑qualified plan |
| Perquisites | Executive physical exam ($3,937) and $100,000 commuting support (subject to pro‑rata clawback if certain terminations before second anniversary) |
| Related‑Party Transactions | None disclosed involving Lyons exceeding $120,000 |
Compensation Structure vs Performance Metrics
| Element | Design Linkage | 2024 Outcome |
|---|---|---|
| AIP (Cash) | Company Adjusted EBITDA (80%) + Individual performance (20%) | Company at 97.5% of target; individual at 100% → $324,571 paid |
| LTI 2024 | 50/50 stock options (10‑yr, time‑vested) and RSUs (time‑vested) | Options at strikes above YE’24 price; RSUs vesting over 3 years |
| LTI 2025 | PSUs with 3‑year revenue and FCF goals; RSUs include performance feature; ≥50% performance‑based | Aligns pay with multi‑year financial delivery |
Compensation benchmarking: peer group updated for 2024 (added Maravai; removed Catalent and Charles River due to size differences) across health care tools, supplies and medtech sectors to target market‑competitive pay levels .
Vesting Schedules and Insider Selling Pressure
- RSUs and options from 2023 and 2024 vest in three equal annual installments, creating ongoing retention hooks through 2026/2027 .
- November 2025 offering lock‑up agreement (Lyons a signatory) restricts near‑term sales, with detailed exceptions and 10b5‑1 plan conditions; Company agreed to “clear market” for 30 days post‑prospectus on additional issuances .
- Options out‑of‑the‑money at 12/31/2024 reduce immediate exercise/sale pressure; RSUs drive alignment via time‑based vesting .
Equity Ownership & Pledging
- Beneficial ownership: 63,661 shares (<1%); compliance with 2x salary ownership guideline as of March 31, 2024 .
- Insider Trading Policy prohibits hedging and pledging (pledging only with prior approval), mitigating misalignment risks .
Employment Contracts, Severance, and Change‑of‑Control Economics
- Severance improved in 2025 to include AIP target in addition to base salary (12 months), increasing retention value; non‑compete/non‑solicit for 12 months post‑termination .
- Equity change‑in‑control terms: single‑trigger vesting if awards not assumed; double‑trigger vesting upon termination without cause within 12 months if awards are assumed .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDA ($000s) | 419,859 | 481,229 | 506,249 | 528,029 | 548,574 |
| Net Income (Loss) ($000s) | (38,617) | 116,182 | (233,570) (includes $408M legal reserve) | 51,376 | 44,398 |
| TSR – $100 Investment (Company) | $109 | $94 | $33 | $67 | $55 |
| TSR – $100 Investment (Peer Index) | $105 | $132 | $130 | $132 | $135 |
2024 operational highlights: 19th consecutive year of revenue growth; Sterigenics +4.6% revenue; Nordion +8.0% revenue; Nelson Labs +3.4% revenue .
Compensation Committee and Governance Signals
- Say‑on‑Pay 2024 approval: >98% support .
- Independent compensation consultant (Exequity) advises LDC; clawback policy adopted per SEC/Nasdaq; no tax gross‑ups (other than customary relocation) or option repricing; hedging/pledging prohibited .
Investment Implications
- Alignment: 2025 shift to PSUs and performance‑featured RSUs increases multi‑year pay‑for‑performance linkage; Lyons complies with ownership guidelines, and hedging/pledging restrictions reduce misalignment risks .
- Retention: Time‑based RSUs and improved severance terms (base + AIP target for 12 months) raise retention value; staggered vesting through 2027 provides hooks .
- Selling pressure: Options currently out‑of‑the‑money at YE’24 and underwriting lock‑up signed in Nov 2025 suggest limited near‑term insider sale pressure; 10b5‑1 plans allowed but restricted during lock‑up .
- Performance risk: Company TSR underperforms sector peers over 2020–2024 while EBITDA continues to grow; AIP designed around Adjusted EBITDA aligns cash incentives with profitability .