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Vincent Petrella

Lead Independent Director at Sotera Health
Board

About Vincent K. Petrella

Vincent K. Petrella, age 64, has served on Sotera Health’s board since November 2020 and was elected Lead Independent Director in January 2025. He is former EVP, CFO and Treasurer of Lincoln Electric Holdings (2004–2020), previously Corporate Controller (1997–2003) and Internal Audit Manager (1995–1997); earlier an auditor at PwC. He holds a B.A. in business administration (accounting) from Baldwin Wallace University and is a CPA (Ohio, inactive) .

Past Roles

OrganizationRoleTenureCommittees/Impact
Lincoln Electric Holdings, Inc.EVP, CFO & Treasurer2004–2020Led global finance, accounting; deep audit committee expertise
Lincoln Electric Holdings, Inc.Vice President, Corporate Controller1997–2003Corporate accounting leadership
Lincoln Electric Holdings, Inc.Internal Audit Manager1995–1997Internal controls and audit
PricewaterhouseCoopersAuditorPrior to 1995Public accounting foundation

External Roles

OrganizationRoleTenureNotes
Applied Industrial Technologies, Inc. (NYSE: AIT)DirectorCurrentPublic company board service
The Gorman-Rupp Company (NYSE: GRC)DirectorCurrentPublic company board service

Board Governance

  • Committee assignments: Audit Committee Chair; member of EO Litigation Committee and Nordion Pricing Committee .
  • Independence: Board determined all directors other than CEO are independent under Nasdaq; Petrella is independent .
  • Lead Independent Director: Elected Jan 2025; responsibilities include coordinating independent directors, presiding at sessions without the Chair, liaising with the Chair, approving information sent to the Board, and availability for major shareholder consultation .
  • Attendance and engagement: Board met eight times in 2024; all directors attended the 2024 Annual Meeting. Committees met frequently (Audit: 5x; NCG: 5x; LDC: 5x; EO Litigation: 5x; Nordion Pricing: 3x). Executive sessions held regularly, including private sessions with CFO, internal audit, and external auditors .
  • Audit oversight: Board determined Petrella is financially literate and an audit committee financial expert; Audit Committee report to shareholders signed by Petrella as Chair .

Fixed Compensation

Component2024 AmountNotes
Annual cash retainer$75,000Standard for non-employee directors
Audit Committee Chair fee$25,000Chair premium
Other committee membership fees$0No fees for EO Litigation or Nordion Pricing
Total cash fees (Petrella)$100,000Actual paid in 2024

Performance Compensation

  • Annual RSU grant policy: Target $225,000 grant date value; time-based vesting in full on the earlier of one year from grant or immediately prior to the next regular annual meeting, subject to continued service .
  • 2024 director equity: Petrella received stock awards valued at $224,997; as of Dec 31, 2024, directors (except noted) had 20,089 RSUs outstanding from May 24, 2024 grants .
  • 2025 director equity (Form 4): Award granted May 22, 2025 of 19,132 shares; post-award ownership shown below (no exercise price; director grant) .
Metric2024 Grant (May 24, 2024)2025 Grant (May 22, 2025)
RSUs/Stock units awarded (#)20,089 19,132
Grant date fair value ($)$224,997 Not disclosed on Form 4 (price $0 for award)
Vesting termsFull vest at earlier of 1 year or pre-next AGM Presumed per policy (time-based; annual director grant)

Other Directorships & Interlocks

  • Public boards: Applied Industrial Technologies (AIT), Gorman-Rupp Company (GRC) .
  • Sponsor representation context: Audit Committee excludes sponsor designees under Nasdaq and Stockholders Agreement; Petrella (independent) chairs Audit Committee .
  • Related-party exposure in company ecosystem (oversight relevance): Sales to Curia (GTCR affiliate) $1.4m; payments to Quantum Health (Warburg Pincus affiliate) $0.4m in 2024; Audit Committee reviews and approves related-party transactions under written policy .

Expertise & Qualifications

  • Financial expertise: Audit committee financial expert; extensive CFO and global finance background .
  • Governance skills: Strategy, enterprise risk, international business, accounting; leadership in audit oversight .
  • Education & credential: B.A. in business administration (accounting), CPA (inactive) .

Equity Ownership

DateShares Beneficially Owned% of OutstandingNotes
Dec 31, 2024 (RSUs outstanding)20,089 RSUs (director grant) N/ARSUs outstanding as of year-end 2024
Mar 28, 2025 (record date)61,649 <1% Table includes shares and RSUs vesting within 60 days per methodology
May 22, 2025 (post-award)80,781 shares owned after grant N/AForm 4 ownership after 2025 director award

Ownership alignment policies:

  • Stock ownership guidelines: Non-employee directors expected to hold Company stock valued at 5× annual cash retainer within five years; all non-employee directors either comply or are on track .
  • Hedging/pledging: Company policy prohibits hedging and short selling; pledging requires advance approval; no pledging by Petrella disclosed .

Governance Assessment

  • Board effectiveness: Petrella’s combination of audit chair and Lead Independent Director roles strengthens oversight of financial reporting, internal controls, and independent director coordination; Audit Committee met 5× in 2024 and issued a formal report under his chairmanship .
  • Independence and conflicts: Independent under Nasdaq; Audit Committee excludes sponsor designees; related-party transactions with sponsor affiliates are governed by an Audit Committee-reviewed policy and were modest in scale in 2024 ($1.4m Curia; $0.4m Quantum) .
  • Engagement and risk oversight: Active participation in EO Litigation Committee and Nordion Pricing Committee—both material to SHC’s risk profile—indicates elevated focus on litigation strategy and information barriers between business units .
  • Compensation alignment: Director pay is standard market structure with balanced cash ($100k in 2024) and time-based equity (~$225k), with stock ownership guidelines supporting alignment; no performance-based metrics for directors, consistent with governance norms .
  • Shareholder responsiveness: Board appointed Petrella as Lead Independent Director in Jan 2025 following shareholder feedback on governance structures (classified board and lack of LID), improving investor confidence signals .

RED FLAGS to monitor

  • Sponsor rights and influence: Continuing rights for Warburg Pincus/GTCR to designate directors and committee representation may shape board dynamics; mitigated on Audit Committee by exclusion of sponsor designees .
  • Multi-board commitments: Petrella serves on two other public company boards (AIT, GRC); while not flagged by company disclosures, investors may monitor potential time-commitment risks alongside SHC’s active committee schedule .

Citations

Form 4 references: