Sean Cunningham
About Sean L. Cunningham
Sean L. Cunningham, age 49, is an independent Class III director of Sotera Health Company serving since 2015; his current term expires at the 2026 annual meeting . He is a Managing Director at GTCR (joined 2001) and previously was a consultant at The Boston Consulting Group; he holds A.B. and B.E. degrees in engineering sciences from Dartmouth College and an M.B.A. from The Wharton School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GTCR | Managing Director | 2001–present | Oversees and assesses performance of companies in SHC’s industry; deep strategy/business development experience |
| The Boston Consulting Group | Consultant | Prior to 2001 | Strategy consulting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maravai LifeSciences (NASDAQ: MRVI) | Director | Current | Not disclosed in SHC proxy |
Board Governance
- Committee memberships: Nominating & Corporate Governance (NCG) Committee member; EO Litigation Committee member; Nordion Pricing Committee member .
- Independence: The Board determined all directors except the CEO are independent under Nasdaq standards; Cunningham is independent .
- Attendance and engagement: The Board met eight times in 2024; all directors attended the 2024 Annual Meeting; NCG met five times, EO Litigation met five times, Nordion Pricing met three times (Cunningham serves on all three) .
- Board structure and leadership: Classified board; Chair and CEO roles combined; Lead Independent Director (Petrella) appointed in January 2025 to enhance independent oversight . Shareholder feedback noted concerns about classified board and supermajority standards; Lead Independent Director role added in 2025 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard director cash retainer |
| Committee membership fees (NCG member) | $2,500 | No fees for EO Litigation or Nordion Pricing committees |
| Total cash fees paid | $77,500 | Reflects retainer + NCG membership |
| Annual RSU grant (target grant-date value) | $225,000 | Time-based RSUs under 2020 Omnibus Plan |
| 2024 Stock awards reported | $224,997 | Aggregate grant-date fair value per ASC 718 |
| RSUs outstanding as of 12/31/24 | 20,089 units | Granted May 24, 2024; generally vest by next annual meeting |
Performance Compensation
- Directors receive time-based RSUs; no performance-based metrics (PSUs/TSR targets) apply to non-employee director compensation .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Maravai LifeSciences (MRVI) | Director | MRVI was added to SHC’s 2024 compensation peer group, creating a potential benchmarking interlock, though Cunningham is not on the LDC Committee that sets pay . |
Potential conflict signal: Peer group includes a company where a sitting SHC director serves, which can raise perceptions of influence on benchmarking; however, LDC membership (Neary–Chair, Mihas, Simon) excludes Cunningham and Audit Committee independence is heightened (no sponsor designees) .
Expertise & Qualifications
- Finance and strategy expertise; healthcare/medtech experience; international exposure; legal/regulatory familiarity; service on other public company boards (count 1) .
- Selected for “decades-long investment practice” and extensive industry knowledge .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares outstanding basis | 283,855,074 (as of 3/28/2025) | Used for % calculations |
| Beneficial ownership (aggregate) | 49,276,950 shares; 17.36% | Includes shares held by GTCR Sponsors due to affiliation; individual disclaims beneficial ownership except to extent of pecuniary interest |
| Direct common shares held | 41,560 shares | Personal holdings |
| RSUs vesting within 60 days of 3/28/2025 | 20,089 shares | Director RSUs under policy |
| Hedging/pledging policy | Hedging prohibited; pledging restricted and requires pre-approval | Applies to directors |
| Stock ownership guideline | 5x annual cash retainer within 5 years; directors either comply or are on track | Alignment policy overseen by LDC |
Governance Assessment
- Independence and committee work: Independent director with active roles on governance (NCG) and specialized committees (EO Litigation, Nordion Pricing), signaling engagement on litigation risk and commercial conflict management .
- Sponsor affiliation and rights: Affiliated with GTCR; GTCR retains designation rights and committee representation proportionate to board seats; sponsor-designated directors are excluded from Audit, mitigating financial reporting conflicts . RED FLAG: Sponsor registration rights enable large secondary sales and influence board composition; removal of directors requires 75% vote for cause, and the board remains classified, which can entrench governance .
- Compensation alignment: Director pay mix is modest cash + time-based equity; ownership guidelines require meaningful holdings; hedging prohibited—positive for alignment .
- Shareholder signals: Say-on-pay received >98% approval in 2024; compensation program adjustments in 2025 increased performance-based incentives for executives, reflecting responsiveness to investors (contextual governance signal) .
- Attendance and engagement: Board met eight times; committees met frequently; all directors attended the 2024 Annual Meeting—no attendance concerns disclosed .
Related Party & Conflict Considerations
- Registration Rights Agreement allows Warburg Pincus and GTCR to demand registrations and conduct marketed offerings, with multiple secondary sales executed in 2024; company no longer a “controlled company” post-September 2024 offering .
- Stockholders Agreement confers designation rights to sponsors (current holdings keep rights in force); sponsor representatives on committees except Audit; Warburg can appoint LDC Chair while entitled to designate at least one director .
- EO Litigation and Nordion Pricing committees formed to manage sensitive litigation and customer confidentiality, reducing cross-business conflicts; Cunningham sits on both .
Director Compensation Structure (Detail)
| Item | Policy/Practice | 2024 Application to Cunningham |
|---|---|---|
| Cash retainer | $75,000 annually | Received $75,000 |
| Committee fees | NCG member $2,500; Audit $7,500 (chair $25,000); LDC $5,000 (chair $20,000); none for EO Litigation/Nordion Pricing | $2,500 (NCG); zero for EO Litigation/Nordion Pricing |
| Equity | Annual RSUs ~$225,000 grant-date value; time-based vesting to next annual meeting | $224,997; 20,089 RSUs outstanding as of 12/31/24 |
RED FLAGS
- Sponsor affiliation and concentrated beneficial ownership attribution (17.36% via GTCR) can raise perceived conflicts despite independence determination; director disclaims beneficial ownership beyond pecuniary interest .
- Classified board and supermajority removal (75% for cause) can limit shareholder flexibility; investors previously flagged these structures .
- Compensation peer group includes Maravai LifeSciences where Cunningham serves, creating a potential interlock in benchmarking, though he is not on the LDC Committee .
Expertise & Qualifications
- Healthcare/MedTech, Finance, International, Legal/Regulatory, Strategy; service on other public boards (1) per board skills matrix .
Equity Ownership
| Category | Shares | % Outstanding |
|---|---|---|
| Beneficial (incl. GTCR attribution) | 49,276,950 | 17.36% |
| Direct common shares | 41,560 | n/a |
| RSUs vesting within 60 days | 20,089 | n/a |
Governance Quality Summary
- Strengths: Independent status; active committee engagement on governance and risk; ownership alignment policies; hedging/pledging restrictions; Audit Committee firewall from sponsor designees; lead independent director added in 2025 .
- Watch items: Sponsor rights and concentrated affiliations; classified board and supermajority removal; benchmarking interlock via MRVI in peer set .