Ruoxi Chen
About Ruoxi Chen
Ruoxi Chen (age 41) is a Managing Director at Warburg Pincus focused on healthcare investments and has served on Sotera Health’s board since November 2020. He previously worked at the Carlyle Group (U.S. Buyout Fund) and in investment banking at Citigroup. He holds a B.S. in economics and computer science, magna cum laude, from Duke University, and an M.B.A. from Harvard Business School . He is an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director (Healthcare) | 2011–present | Sponsor designee to SHC board; contributes sector strategy |
| The Carlyle Group | U.S. Buyout Fund (Investment Professional) | Prior to 2011 | Private equity investing experience |
| Citigroup | Investment Banking | Prior to 2011 | Capital markets and M&A experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various private life sciences companies | Director | Ongoing (not individually named) | Private-company board oversight |
| Silk Road Medical, Inc. (public) | Director (former) | Apr 2019–Dec 2020 | Public board experience |
Board Governance
- Independence and tenure: Independent under Nasdaq; director since 2020; standing for re-election as a Class II director at the May 21, 2025 annual meeting .
- Committee assignments: Member, Nominating & Corporate Governance (NCG) Committee; member, Nordion Pricing Committee (special committee) .
- Committee activity (2024): NCG met 5x; Nordion Pricing Committee met 3x; Audit Committee met 5x (Chen is not on Audit) .
- Attendance/engagement: Board met 8x in 2024; all directors attended the 2024 annual meeting; executive sessions are held regularly .
- Board leadership: Lead Independent Director role established January 2025 (Vincent K. Petrella) with defined authorities to strengthen independent oversight .
- Sponsor rights and structure: Under the Stockholders Agreement, Warburg Pincus designated Chen and has committee representation rights; Warburg is entitled to appoint the LDC (Compensation) Committee Chair while it retains designation rights (currently James C. Neary, Chair) .
- Audit independence safeguard: No sponsor-designated director sits on the Audit Committee per Nasdaq’s heightened independence rules .
- Classified board and quorum: SHC has a classified board; quorum provisions historically required at least one designee of each sponsor present (with a fallback if a meeting lacks quorum due to a sponsor designee’s absence) .
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Fees | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $75,000 [policy] | $2,500 (NCG member) | $77,500 | No fees for Nordion Pricing Committee; policy sets $7,500 Audit, $5,000 LDC, $2,500 NCG; higher for committee chairs |
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value | Vesting | Status/Notes |
|---|---|---|---|---|---|
| May 24, 2024 | RSUs | 20,089 | $224,997 | Time-based; generally vests in full on the earlier of 1 year or immediately prior to next annual meeting, subject to service | Annual director equity under policy targets ~$225,000 in RSUs |
Directors receive time-based RSUs; there are no performance metrics tied to director equity awards under the stated policy .
Other Directorships & Interlocks
| Entity | Relationship | Details/Implication |
|---|---|---|
| Warburg Pincus (Sponsor) | Designation/rights | Warburg designated Chen, Knauss, Neary to SHC’s board; entitled to proportionate representation on committees; entitled to appoint LDC Chair while retaining designation rights . |
| GTCR (Sponsor) | Co-sponsor designation | GTCR designated Cunningham, Mihas to SHC’s board; committee representation rights proportionate to designations . |
| SHC Corporate Opportunities Renunciation | Policy | SHC renounces interests in business opportunities presented to Warburg/GTCR and affiliates unless expressly offered solely in a director/officer capacity, reducing potential duty-to-offer obligations (potential conflict consideration) . |
Expertise & Qualifications
- Sector and skill breadth: Healthcare/MedTech, Finance, International, Technology & Science, Corporate Responsibility, Strategy (as reflected in SHC’s Board skills matrix) .
- Education: B.S. (Economics & Computer Science, magna cum laude), Duke; M.B.A., Harvard Business School .
- Prior public board: Silk Road Medical (2019–2020) .
Equity Ownership
| Holder | Components | Shares | % Outstanding | Notes |
|---|---|---|---|---|
| Ruoxi Chen (beneficial owner, as of Mar 28, 2025) | Warburg Pincus Sponsors’ shares attributable via affiliation | 73,822,952 | — | Chen disclaims beneficial ownership except to the extent of any indirect pecuniary interests . |
| Direct/common stock | 41,560 | — | As reported under director beneficial holdings . | |
| RSUs vesting within 60 days | 20,089 | — | 2024 director RSU grant . | |
| Total (SEC beneficial ownership calc) | Sum of above | 73,884,601 | 26.03% | Based on 283,855,074 shares outstanding . |
- Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, margin accounts, and pledging without advance approval; no pledging by Chen is disclosed in the proxy .
- Ownership guidelines: Non-employee directors are expected to hold stock valued at 5x annual cash retainer within five years; the company states each non-employee director either complies or is on track (individual compliance not itemized) .
Related-Party Exposure (Conflict Review)
- Sponsor rights and influence: Warburg Pincus and GTCR retain director designation rights; Warburg appoints the LDC Chair while it has designation rights; quorum and board-size provisions linked to sponsor rights; directors may be removed only for cause with a 75% supermajority vote under the charter .
- Transactions: 2024 sales to GTCR affiliate Curia of ~$1.4 million; 2024 payments to Warburg Pincus affiliate Quantum Health of ~$0.4 million; Audit Committee reviews related-party transactions under a written policy .
- Indemnification/insurance: SHC is indemnitor of first resort for sponsor-designated directors; Side-A D&O insurance maintained for directors and officers .
Say-on-Pay & Shareholder Feedback (Governance Signal)
- Say-on-pay approval at 2024 annual meeting exceeded 98% of votes cast, indicating high shareholder support for compensation programs at that time .
- Shareholder engagement: In 2024, outreach to investors representing >60% of non-affiliate shares; met with holders representing ~41% on corporate responsibility topics . The NCG Committee oversees corporate responsibility and sustainability programs (Chen is a member) .
Governance Assessment
- Strengths:
- Independent director under Nasdaq; member of NCG Committee that oversees director independence, governance policy, and ESG oversight .
- Establishment of a Lead Independent Director (Jan 2025) enhances independent oversight; Audit Committee excludes sponsor designees, preserving audit independence .
- Director compensation is modest in cash with majority equity via time-based RSUs; stock ownership guidelines and anti-hedging/pledging policy align interests .
- Risks / RED FLAGS to monitor:
- Sponsor influence: Warburg Pincus designation rights (including appointing the LDC Chair), GTCR designation rights, and historical quorum provisions may concentrate influence; Chen is a Warburg Pincus MD and sponsor designee, which some investors may view as reducing perceived independence despite Nasdaq status .
- Corporate opportunities renunciation in favor of sponsors and related-party transactions with sponsor affiliates (Curia, Quantum) present potential conflict optics; mitigation via Audit Committee policy oversight is disclosed .
- Classified board and supermajority removal standard can entrench the board structure, limiting rapid shareholder-driven change .
Overall implication: Chen brings substantive healthcare investing and strategic expertise and participates in core governance/ESG oversight via NCG, but his sponsor affiliation and the Stockholders Agreement’s rights merit ongoing monitoring for potential conflicts and compensation governance rigor (particularly with Warburg’s chairing of the LDC) .
Appendix: Committee Summary for Chen
| Committee | Role | 2024 Meetings | Scope/Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 5 | Director nominations, governance policy, ESG oversight, independence reviews |
| Nordion Pricing Committee (special) | Member | 3 | Reviews/approves Nordion customer contracts to protect confidentiality and manage risk |