Robert Knauss
About Robert B. Knauss
Independent Class III director of Sotera Health (SHC) since October 2022; age 71. Managing Director at Warburg Pincus advising on legal, policy, regulatory and compliance; previously Warburg Pincus General Counsel (2013–2020), corporate partner at Munger, Tolles & Olson LLP (focus: M&A, corporate finance, securities, private equity), and law clerk to Justice William H. Rehnquist (U.S. Supreme Court) and Judge Walter R. Mansfield (2nd Cir.). Education: B.A., Harvard University; J.D., University of Michigan Law School. The Board has determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director; General Counsel (2013–2020) | 2013–present (MD); 2013–2020 (GC) | Advises on legal/policy/regulatory/compliance; sponsor designee to SHC board |
| Munger, Tolles & Olson LLP | Corporate Partner (M&A, corporate finance, securities, PE) | 1981–2013 | Senior transactional counsel background |
| U.S. Supreme Court | Law Clerk to Justice William H. Rehnquist | Prior to 1981 | High-level judicial experience |
| U.S. Court of Appeals, Second Circuit | Law Clerk to Judge Walter R. Mansfield | Prior to 1981 | Appellate judicial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Warburg Pincus | Managing Director | 2013–present | Private equity sponsor of SHC; designated Knauss to SHC board |
| Other public company boards | — | — | None disclosed in SHC proxy |
Board Governance
- Board class and tenure: Class III; term expires at 2026 annual meeting .
- Independence: Board annually reviews; all directors except CEO are independent under Nasdaq standards .
- Committee assignments: Not a member of standing Audit, LDC (Compensation), or NCG committees; member of EO Litigation Committee (met 5 times in 2024) .
- Board/meeting practices: Board met 8 times in 2024; executive sessions at each regular meeting; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Vincent Petrella appointed January 2025; combined Chair/CEO structure retained .
- Sponsor rights and potential constraints: Warburg Pincus designated Knauss; sponsors have board/committee representation rights and LDC chair appointment; certain quorum conditions require sponsor designees present, potentially constraining board autonomy .
Fixed Compensation
| Year | Cash Retainer | Committee Fees | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $75,000 | $0 (no standing committee memberships; EO Litigation Committee has no additional fees) | $75,000 | Policy: Audit +$7.5K (chair +$25K), LDC +$5K (chair +$20K), NCG +$2.5K (chair +$15K) |
Performance Compensation
| Year | Equity Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024 | RSUs | May 24, 2024 | 20,089 | $224,997 | Time-based; vest in full on earlier of 1-year anniversary or immediately prior to next annual meeting (May 21, 2025) |
Compensation Program Metrics for Directors (performance-linked)
| Element | Performance Metric | Measurement Period | Target | Outcome |
|---|---|---|---|---|
| Director RSUs | None (time-based RSUs; no performance criteria) | Annual | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | — |
Sponsor/affiliate transactions (context):
- Warburg affiliate Quantum Health was a vendor to SHC in 2024 (payments ~$0.4M), overseen under related-party policy; Warburg Pincus designated Knauss to SHC board .
Expertise & Qualifications
- Legal/regulatory/compliance, corporate responsibility, cybersecurity, enterprise risk management; knowledge of overseas markets .
- Board skills matrix: Legal/Regulatory, Corporate Responsibility, Cybersecurity, Finance, International, etc.; no service on other public boards indicated .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Direct SHC Shares | RSUs Vesting ≤60 Days of Record Date | Notes |
|---|---|---|---|---|---|
| Robert B. Knauss | 73,858,753 | 26.02% | 15,712 | 20,089 | Includes shares beneficially owned by Warburg Pincus affiliates due to his affiliation; Knauss disclaims beneficial ownership except to extent of any indirect pecuniary interests . |
Additional alignment policies:
- Stock ownership guidelines: non-employee directors expected to hold SHC stock valued at 5× annual cash retainer within 5 years; each non-employee director either complies or is on track as of Mar 31, 2024 .
- Hedging/pledging prohibited (pledging only with pre-approval); short selling/options prohibited .
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|
| 2025-05-22 | A (Award/Grant) | 19,132 | 54,933 | https://www.sec.gov/Archives/edgar/data/1822479/000095017025077811/0000950170-25-077811-index.htm |
| 2024-05-24 | A (Award/Grant) | 20,089 | 35,801 | https://www.sec.gov/Archives/edgar/data/1822479/000095017024066027/0000950170-24-066027-index.htm |
Governance Assessment
-
Positives
- Deep legal/regulatory/compliance expertise and risk oversight background; brings cybersecurity and enterprise risk management perspective to a company with complex EO litigation and regulatory exposure .
- Independent under Nasdaq standards; Board conducts annual independence review; robust executive session cadence and committee risk oversight .
- Director equity grants provide alignment via annual RSUs; stock ownership guidelines and anti-hedging/pledging policy strengthen alignment .
-
Potential Risks / RED FLAGS
- Sponsor influence: As a Warburg Pincus designee, Knauss sits on a board where sponsors retain committee representation rights and LDC chair appointment; board quorum conditioned on sponsor designee presence can impede independent board action if sponsors are absent or misaligned with minority shareholders .
- Related-party exposure: Warburg affiliate Quantum Health received ~$0.4M as a vendor in 2024; while overseen by Audit Committee policy, sponsor-affiliate transactions warrant monitoring for arm’s-length terms and independence perceptions .
- Classified board and combined Chair/CEO structure are investor-sensitive topics; though mitigated by a Lead Independent Director, governance structure may be viewed as entrenchment by some holders .
-
Signals affecting investor confidence
- High say-on-pay support (over 98% in 2024) suggests broad shareholder confidence in compensation governance; however, sponsor rights in the Stockholders Agreement merit ongoing scrutiny as ownership declines .
- Active participation on EO Litigation Committee indicates engagement with core risk area; meeting frequency (5× in 2024) shows oversight cadence .
Board Governance (Detail)
| Committee | Membership | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Petrella (Chair), Flynn, Klee, Wheadon | Petrella | 5 | Knauss is not a member |
| Leadership Development & Compensation (LDC) | Neary (Chair), Mihas, Simon | Neary | 5 | Warburg entitled to appoint LDC Chair per Stockholders Agreement (currently Neary; Warburg designee chairs LDC when entitled) |
| Nominating & Corporate Governance (NCG) | Klee (Chair), Chen, Cunningham, Wheadon | Klee | 5 | Knauss not a member |
| EO Litigation | Cunningham, Klee, Knauss, Petrella | — | 5 | Knauss member |
| Nordion Pricing | Chen, Cunningham, Flynn, Petrella | — | 3 | No extra fees; safeguards on information flow |
Director Compensation (Detail)
| Component | Policy | Amount/Value | Notes |
|---|---|---|---|
| Annual cash retainer | Fixed | $75,000 | Paid quarterly; pro-rated if partial year |
| Committee membership fees | Audit +$7.5K (+$25K chair); LDC +$5K (+$20K chair); NCG +$2.5K (+$15K chair) | $0 for Knauss in 2024 | EO Litigation/Nordion committees: no additional compensation |
| Annual RSU grant | Target grant date value | $225,000 | Time-based vest; typically granted day after annual meeting |
| 2024 actual | Fees + RSUs | $75,000 cash; $224,997 stock; total $299,997 | Per director compensation table |
Equity Ownership
| Metric | Value | Basis |
|---|---|---|
| Shares outstanding | 283,855,074 | As of Mar 28, 2025 |
| Knauss beneficial ownership | 73,858,753 (26.02%) | Includes Warburg Pincus affiliates; disclaimed except for indirect pecuniary interests |
| Direct common shares | 15,712 | Footnote detail |
| RSUs vesting ≤60 days | 20,089 | Footnote detail |
Overall, Knauss brings high-value governance and legal risk expertise aligned with SHC’s profile, balanced against sponsor-related governance provisions and related-party contexts that investors should monitor for independence and arm’s-length discipline .