Adam Zangerle - Senior Vice President, General Counsel and Company Secretary | STERIS (STE) Executive Profile & Compensation

About Adam Zangerle

J. Adam Zangerle is Senior Vice President, General Counsel, and Company Secretary at STERIS plc (STE), a role he has held since July 2018; he previously served as Vice President, General Counsel, and Secretary from July 2013 to July 2018. He is 58 years old as of March 31, 2025 . Executive pay-for-performance at STERIS ties annual incentives primarily to Adjusted EBIT (75% weight) and Adjusted Free Cash Flow (25% weight); fiscal 2025 achievement was 90% of target (Adjusted EBIT $1,286.6M vs $1,306.3M target; Adjusted FCF $832.9M vs $767.3M target), driving 90% bonus payouts for named executive officers (including Mr. Zangerle) .

Past Roles

Organization	Role	Years	Strategic Impact
STERIS plc	Senior Vice President, General Counsel, and Company Secretary	2018–present	Company Secretary and senior legal officer; signs SEC filings and corporate disclosures .
STERIS plc	Vice President, General Counsel, and Secretary	2013–2018	Corporate legal leadership; governance and compliance support (role described in executive officer bios) .

External Roles

No external public-company directorships disclosed in STERIS executive officer biographies and proxy materials reviewed .

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	506,918	536,475	553,511
Target Bonus (% of Salary)	—	75.0%	75.0%
Actual Bonus Paid ($)	196,875	350,896	376,346
Stock Awards ($)	769,251	694,096	943,248
Option Awards ($)	769,215	1,041,206	1,048,789
All Other Compensation ($)	14,657	11,742	13,935
Total ($)	2,256,916	2,634,415	2,935,829

FY2025 base salary rose 3.18% vs FY2024 ($553,511 vs $536,475) .
All other compensation includes 401(k) match ($13,035 for Mr. Zangerle in FY2025) and mobile phone stipend .

Performance Compensation

Annual Incentive (MICP) – FY2025

Metric	Weighting	Threshold	Target	Maximum	Actual	Attainment %	Weighted Attainment %
Adjusted EBIT ($MM)	75%	1,110.3	1,306.3	1,436.9	1,286.6	90.0%	67.5
Adjusted Free Cash Flow ($MM)	25%	575.5	767.3	959.1	832.9	90.0%	22.5
Total	—	—	—	—	—	—	90.0

Payout capped at 200% of target; FY2025 payout approved at 90% of target for all NEOs, including Mr. Zangerle (actual bonus $376,346) .

FY2025 Long-term Equity Grants (Effective 6/4/2024; Approved 5/2/2024)

Grant Type	Shares/Options	Exercise/Base Price	Grant Date Fair Value ($)
Restricted Stock	4,128	—	943,248
Stock Options	15,684	$251.34	1,048,789

Vesting mechanics and performance linkage:

Options vest 25% per year over 4 years; exercise prices set at ≥100% FMV and, since FY2019, fixed at 110% of grant date FMV; repricing prohibited without shareholder approval .
Restricted stock generally vests over three years for recent grants; specific schedules for Mr. Zangerle’s awards: 2021 grants 75% vested with remaining 25% vesting on 6/2/2025 and 10/1/2025; 2022 grants 50% vested with 25% vesting on each of 6/2/2025 and 6/2/2026; 2023 grants 33⅓% vested with 33⅓% on 6/2/2025 and 6/1/2026; 2024 grants 33⅓% on each of 6/4/2025, 6/4/2026, 6/4/2027 .

FY2025 Realized Equity (Vesting and Exercises)

Event	Quantity	Value Realized ($)
Shares Acquired on Vesting (various RS tranches)	1,157	257,872
Shares Acquired on Vesting	752	171,734
Shares Acquired on Vesting	819	187,035
Shares Acquired on Vesting	846	193,201
Shares Acquired on Vesting	202	47,628
Option Exercises	—	No option exercises disclosed for FY2025

Equity Ownership & Alignment

Beneficial Ownership (as of March 31, 2025)

Category	Shares
Direct/Indirect Ownership	33,251
Options Exercisable within 60 Days	119,614
Total Stock-based Ownership	152,865
Shares Outstanding (Company)	98,303,783
Group Ownership Context	None of directors/executives ≥1%; group ~1%

Outstanding unexercised awards and unvested equity (Mr. Zangerle, March 31, 2025):

Option Grant Date	Exercisable (#)	Unexercisable (#)	Exercise Price ($)	Expiration
6/01/2016	15,000	0	69.72	6/01/2026
5/30/2017	14,000	0	77.07	5/30/2027
5/31/2018	21,536	0	114.22	5/31/2028
5/31/2019	19,244	0	147.05	5/31/2029
6/01/2020	18,168	0	182.22	6/01/2030
6/02/2021	12,963	4,321	210.30	6/02/2031
10/01/2021	6,147	2,049	228.36	10/01/2031
6/02/2022	7,686	7,686	250.06	6/02/2032
5/31/2023	4,870	14,610	219.97	5/31/2033
6/04/2024	0	15,684	251.34	6/04/2034

RS Grant Date	Unvested Shares (#)	Market Value ($)
6/02/2021	819	185,626
10/01/2021	202	45,783
6/02/2022	1,692	383,492
5/31/2023	2,314	524,468
6/04/2024	4,128	935,611

Alignment policies:

Robust stock ownership guidelines for officers; stock options do not count toward guideline compliance .
Hedging and pledging of Company shares prohibited for directors, officers, employees .

Employment Terms

Provision	Key Terms
Employment Agreements	Company states it has no employment agreements with executive officers; executives are covered by plan-based arrangements (e.g., equity plan, severance plan) .
Severance (No Change-in-Control)	Senior Executive Severance Plan: upon “qualifying termination” (without Cause or for Good Reason), pay equals 12 months base salary, pro-rata actual bonus, and 12 months medical/dental .
Severance (Change-in-Control + Qualifying Termination)	Within one year post-CoC: 2× base salary, pro-rata actual bonus, and 12 months medical/dental; payments potentially subject to 280G/4999 cutback .
Equity Vesting on CoC	2006 Plan “double trigger”: unvested equity accelerates only if no qualifying replacement award is provided or upon qualifying termination within two years after CoC; replacement award must preserve value .
Restrictive Covenants	Equity awards include non-compete, non-interference, non-disclosure; breaches may cause forfeiture .
Clawbacks	MICP clawback for intentional misconduct leading to restatement; expanded SEC/NYSE-compliant clawback policy effective Oct 2, 2023; equity plan includes forfeiture for “Detrimental Conduct” .
Equity Grant Practices	Annual grants made post 10-K filing, during open window; options priced ≥100% FMV (since FY2019 at 110% FMV); repricing prohibited without shareholder approval .

Change-in-Control economics (illustrative estimates as of March 31, 2025):

Scenario	Severance Pay ($)	Options ($)	Restricted Stock ($)	Pro-Rata Bonus ($)	Benefits ($)	Total ($)
Qualifying Termination (no CoC)	557,550	0	0	376,346	19,794	953,690
CoC without Termination (no qualifying replacement)	0	168,243	2,074,981	0	0	2,243,224
CoC + Qualifying Termination	1,115,100	168,243	2,074,981	376,346	19,794	3,754,464

Investment Implications

Compensation alignment: Annual incentive tied 100% to financial outcomes with clear targets; FY2025 payout at 90% of target reflects below-target Adjusted EBIT but above-target Adjusted FCF, supporting a disciplined pay-for-performance framework .
Retention risk and selling pressure: Upcoming vesting dates cluster on 6/2/2025, 10/1/2025, 6/2/2026, 6/1/2026, 6/4/2025/26/27; FY2025 shows RS vesting realized values but no option exercises, suggesting limited near-term selling pressure from options; anti-hedging/pledging policy further mitigates misalignment risk .
Equity leverage and governance: Significant outstanding options across vintages (2016–2024) with premium pricing and four-year vesting create sustained alignment with long-term TSR; double-trigger CoC treatment and no-repricing policy are governance positives .
Severance economics: Standard 1× salary severance without CoC and 2× with CoC (cash), plus pro-rata bonus and benefits, indicate moderate change-of-control protections; clawback framework reduces risk of payouts tied to misstated results .