Cary Majors
STERISAbout Cary Majors
Cary L. Majors is Senior Vice President and President, Healthcare at STERIS and a named executive officer, responsible for Healthcare business unit leadership, financial performance, regulatory compliance, customer relations, and employee retention goals as set by the Compensation Committee . In fiscal 2025, STERIS delivered 6% revenue growth to $5,459.5 million, net income of $614.6 million, and adjusted net income of $924.3 million; the company’s Pay-Versus-Performance disclosure shows FY2025 TSR value of $169.52 per $100 initial investment versus peer group $211.13, providing context for incentive outcomes . Annual bonuses for named executives were approved at 90% of target based on adjusted financial metrics and individual objectives in FY2025 .
Past Roles
Not disclosed in the latest proxy beyond current role identification .
External Roles
Not disclosed in the latest proxy .
Fixed Compensation
Multi-year cash compensation and targets:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $442,767 | $488,250 | $519,247 |
| Target Bonus (% of Base) | 70% | 70% | 70% |
| Actual Bonus Paid ($) | $160,731 | $298,157 | $330,750 |
| All Other Compensation ($) | $12,108 | $10,543 | $11,816 |
Performance Compensation
Annual Incentive (MICP) – Structure and FY2025 Outcome
| Component | FY2025 Target | FY2025 Actual | Notes |
|---|---|---|---|
| Bonus Mechanics | 0–200% of target based on Company financials and individual objectives | Committee approved aggregate 90% of target | CEO metrics tied to Adjusted EBIT and Adjusted FCF; NEOs based on Company-wide financial objectives plus role-specific goals |
| Cary Majors Bonus ($) | 70% of base salary | $330,750 | Reflects 90% payout level approved by Committee |
Role-specific objectives for Mr. Majors included regulatory compliance, business unit financial performance, organizational leadership, customer relations, employee retention, service quality, profit, cash flow, ROIC, and safety performance .
Long-Term Equity (2006 Plan) – FY2025 Grants
| Grant Type | Grant Date | Quantity | Exercise Price | Vesting | Grant Date FMV ($) |
|---|---|---|---|---|---|
| Restricted Stock | 6/4/2024 | 2,379 shares | N/A | 100% vests 6/4/2027 (cliff) | $543,602 |
| Stock Options | 6/4/2024 | 12,200 options | $251.34 | 25% per year on 6/4/2025, 6/4/2026, 6/4/2027, 6/5/2028 | $815,814 |
Program design highlights: double-trigger vesting on change in control, no option repricing, option exercise price set at 110% of grant-date fair market value since FY2019 .
Outstanding Equity & Vesting Calendar (as of 3/31/2025)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Next Vest Date(s) |
|---|---|---|---|---|---|---|
| Options | 5/31/2019 | 12,828 | — | $147.05 | 5/31/2029 | N/A |
| Options | 6/01/2020 | 14,344 | — | $182.22 | 6/01/2030 | N/A |
| Options | 6/02/2021 | 7,776 | 2,592 | $210.30 | 6/02/2031 | 6/2/2025 remaining 25% |
| Options | 10/01/2021 | 2,838 | 946 | $228.36 | 10/01/2031 | 10/1/2025 remaining 25% |
| Options | 6/02/2022 | 4,868 | 4,868 | $250.06 | 6/02/2032 | 6/2/2025 and 6/2/2026 (25% each) |
| Options | 5/31/2023 | 3,787 | 11,361 | $219.97 | 5/31/2033 | 6/2/2025, 6/1/2026, 6/1/2027 (25% each) |
| Options | 6/04/2024 | — | 12,200 | $251.34 | 6/04/2034 | 6/4/2025, 6/4/2026, 6/4/2027, 6/5/2028 (25% each) |
| Unvested Restricted Stock | 6/02/2021 | — | 1,964 shares | N/A | N/A | 100% on 6/2/2025 |
| Unvested Restricted Stock | 10/01/2021 | — | 692 shares | N/A | N/A | 100% on 10/1/2025 |
| Unvested Restricted Stock | 6/02/2022 | — | 2,140 shares | N/A | N/A | 100% on 6/2/2026 |
| Unvested Restricted Stock | 5/31/2023 | — | 2,697 shares | N/A | N/A | 100% on 6/1/2026 |
| Unvested Restricted Stock | 6/04/2024 | — | 2,379 shares | N/A | N/A | 100% on 6/4/2027 |
FY2025 realized activity: Mr. Majors exercised 4,932 options (value realized $569,217) and had 2,376 restricted shares vest (value realized $542,607) .
Equity Ownership & Alignment
| Metric | As of 3/31/2025 |
|---|---|
| Shares Beneficially Owned (direct/indirect) | 11,439 (includes 67 units in 401(k)) |
| Options Exercisable within 60 Days | 46,441 |
| Total Stock-Based Ownership | 57,880 |
| Unvested Restricted Stock (sum of positions) | 9,872 shares (1,964+692+2,140+2,697+2,379) |
| Officer Stock Ownership Guideline (SVP) | 3x base salary |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
Ownership guideline analysis (indicative): At $226.65 closing price used for award valuations, 11,439 shares approximate $2.59 million, above 3x FY2025 base salary ($1.56 million), suggesting guideline compliance as of 3/31/2025 (calculation uses disclosed share count and price reference) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreements (U.S. execs) | Company does not provide employment agreements to U.S. executives |
| Severance Plan | Senior Executive Severance Plan; qualifying termination without cause or for good reason: 12 months base salary, pro-rata bonus, 12 months medical/dental |
| Change-in-Control | Double-trigger vesting; within 1 year post-CIC qualifying termination: 2x base salary, pro-rata bonus, 12 months medical/dental; equity accelerates if no qualifying replacement award or upon termination/death |
| Cary Majors – Illustrative Payouts (as of 3/31/2025) | Non-CIC termination: Severance $525,000; Pro-rata bonus $330,750; Benefits $29,995; Total $885,745 |
| Cary Majors – CIC + Termination | Severance $1,050,000; Pro-rata bonus $330,750; Benefits $29,995; Accelerated options $118,271; Accelerated restricted stock $2,237,489; Total $3,766,504 (subject to potential 280G/4999 reduction) |
| Clawback | Clawback policies apply to incentive compensation and equity awards; expanded to reflect SEC/NYSE mandates |
| Tax Gross-Ups | No excise tax gross-ups for Code Section 280G |
Compensation Peer Group (Benchmarking)
Peer group used for CEO/CFO pay comparisons (survey data informs other NEOs); Company targets market median pay philosophy .
| Peers |
|---|
| Agilent Technologies; Baxter International; Bio-Rad Laboratories; Boston Scientific; The Cooper Companies; Dentsply Sirona; Edwards Lifesciences; Hologic; IDEXX Laboratories; Mettler Toledo; Revvity; ResMed; Teleflex; Waters; Zimmer Biomet |
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay support: 92.70% of votes cast in favor, with votes for 82,283,019; against 6,478,744; abstentions 64,075; broker non-votes 3,653,415 .
- 2025 AGM say-on-pay vote: Votes for 77,678,574; against 8,498,219; abstentions 193,930; broker non-votes 3,982,228 (non-binding approval) .
Investment Implications
- Alignment: Strong equity ownership guidelines (3x salary for SVPs) and prohibition on hedging/pledging minimize misalignment risk; Mr. Majors’ disclosed shareholdings suggest guideline compliance as of 3/31/2025 .
- Incentive design: Annual cash tied to Company financial objectives with Committee discretion; FY2025 payout at 90% of target indicates structured pay-for-performance discipline amid Company-level execution . Long-term incentives include premium-priced options (110% strike) and multi-year vesting, strengthening retention and alignment .
- Selling pressure/flow: Option exercises and RS vestings in FY2025 (4,932 options exercised; 2,376 RS vested) plus known vest dates (e.g., 6/2/2025; 10/1/2025; 6/2/2026; 6/1/2026; 6/4/2027; annual option tranches) may create episodic liquidity windows; monitor Form 4 filings near these dates for incremental selling pressure .
- Change-of-control economics: Double-trigger equity and 2x salary severance in CIC termination scenarios create retention protection and reduce windfall risk; absence of 280G gross-ups is shareholder-friendly .
- Governance risk: Clawbacks in place; related-party transactions not present in FY2025; hedging/pledging prohibited—few red flags from a governance perspective .