Karen Flynn
About Karen A. Flynn
Karen A. Flynn, age 62, has served on Sotera Health’s Board since November 2023. She is an independent director and a member of the Audit Committee. Her background includes senior commercial and biologics leadership roles at Catalent Pharma Solutions and West Pharmaceutical Services, with degrees from the University of Notre Dame (B.S.), Boston University (M.S. in Business Administration), and the University of Pennsylvania (M.S. in Engineering) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalent Pharma Solutions | President, Biomodalities | Apr 2023 – Oct 2023 | Commercial strategy and biomodalities leadership |
| Catalent Pharma Solutions | President, Biologics & Chief Commercial Officer | Jan 2020 – Sep 2022 | Strategic planning, innovation, quality management |
| West Pharmaceutical Services, Inc. | Senior Vice President & Chief Commercial Officer | 2016 – 2019 | Commercial leadership in medtech supply chain |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quanterix Corporation (NASDAQ: QTRRX) | Director | Current | Public company board service |
| Stevanato Group (NYSE: STVN) | Director | Current | Public company board service |
| GermFree Laboratories | Director | Current | Private company board service |
| Societal CDMO, Inc. | Director | Sep 2015 – Jan 2020 | Prior public company board |
| The Franklin Institute | Trustee | Current | Non-profit governance |
| Univ. of Notre Dame Hesburgh Women of Impact | Mentor | Current | External engagement |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq standards; Flynn is designated independent .
- Committee assignments:
- Audit Committee member; Audit met 5 times in 2024; all members independent; Petrella designated “audit committee financial expert” .
- Nordion Pricing Committee member (non-standing); met 3 times in 2024; purpose is to prevent confidential customer info sharing across business units (conflict control) .
- Board activity: Board met 8 times in 2024; all directors attended the 2024 Annual Meeting; regular executive sessions held .
| Governance Item | Details |
|---|---|
| Board Class | Class II; term ending at 2025 meeting; nominated for three-year term to 2028 |
| Committee roles | Audit (member); Nordion Pricing (member) |
| Independence | Yes (Nasdaq) |
| Board skills matrix (selected) | Healthcare/MedTech, Finance, International, Technology & Science, Corporate Responsibility, Enterprise Risk Management, Strategy; service on 2 other public boards |
Fixed Compensation
| Component | 2024 Amount | Policy/Notes |
|---|---|---|
| Cash fees | $81,449 | Annual director cash retainer $75,000; +$7,500 for Audit Committee members; paid quarterly and prorated as applicable |
| Committee chair fees | N/A for Flynn | Audit chair +$25,000; LDC chair +$20,000; NCG chair +$15,000 |
| Meeting fees | None disclosed | No per-meeting fees under policy |
| Expense reimbursement | Standard | Reasonable out-of-pocket expenses reimbursed |
Performance Compensation
Directors receive time-based RSUs (not performance-conditioned). Annual target grant value is $225,000, generally granted the day after the annual meeting and vest on the earlier of one year from grant or immediately prior to the next annual meeting, subject to continued service .
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU | May 24, 2024 | 20,089 | $224,997 | Time-based; vest in full at earlier of 1-year from grant or immediately prior to next annual meeting |
No options or PSUs are granted to non-employee directors; equity is solely time-based RSUs under the 2020 Omnibus Incentive Plan .
Other Directorships & Interlocks
| Company | Relationship to SHC | Potential Interlock/Conflict Notes |
|---|---|---|
| Quanterix (NASDAQ: QTRRX) | External public board | None disclosed with SHC; no related-party transactions identified involving Flynn |
| Stevanato Group (NYSE: STVN) | External public board | None disclosed; industrial/medtech adjacency but no SHC transactions disclosed |
| GermFree Laboratories | External private board | None disclosed |
| Societal CDMO (prior) | External prior board | Historical; no current interlocks |
Expertise & Qualifications
- Board skills matrix: Healthcare/MedTech, Finance, International, Technology & Science, Corporate Responsibility, Enterprise Risk Management, Strategy; service on two public boards .
- Selection rationale: Experience in commercial strategy, strategic planning, innovation, quality management, and healthcare industry depth .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Composition |
|---|---|---|---|
| Karen A. Flynn | 20,089 | <1% | RSUs that will vest within 60 days of March 28, 2025 |
- Anti-hedging/pledging: Company prohibits hedging and pledging of Company stock; directors are required to meet stock ownership levels; compliance oversight by LDC Committee .
Shareholder Voting Signals
| Proposal (2025 Annual Meeting) | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Karen A. Flynn (Class II) | 268,380,572 | 6,587,731 | — | 911,848 |
| Advisory Say-on-Pay (NEO compensation) | 272,812,479 | 1,865,802 | 290,022 | 911,848 |
| 2024 Say-on-Pay approval (historical context) | “Over 98% approval” | — | — | — |
Governance Assessment
- Board effectiveness and engagement: Flynn adds deep healthcare commercialization and biologics expertise; active Audit Committee membership in a year with five meetings (financial, compliance, and risk oversight), plus Nordion Pricing Committee service focused on information barriers—both supportive of robust governance in a complex risk environment .
- Independence and alignment: Independent status under Nasdaq, time-based RSU equity aligns director compensation with shareholder value without short-term incentives; anti-hedging/pledging and ownership guidelines strengthen alignment .
- Compensation mix: 2024 director compensation comprised $81,449 cash and $224,997 RSUs (total $306,446), consistent with policy emphasizing equity retainer over variable pay; no options, PSUs, or perquisites disclosed for directors .
- Shareholder confidence: Strong reelection support (268.4M for vs. 6.6M withheld) and very high say-on-pay approvals (98% in 2024; 272.8M for in 2025) indicate broad investor confidence in governance and compensation oversight .
RED FLAGS
- Sponsor influence: Stockholders Agreement grants Warburg Pincus and GTCR continued director designation rights and proportional committee representation; Warburg Pincus appoints the LDC Committee chair while sponsor-related transactions (Curia and Quantum) exist—mitigated by Audit Committee oversight and independence determinations but remains a governance sensitivity .