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Christopher Holland

Director at STERISSTERIS
Board

About Christopher S. Holland

Christopher S. Holland, age 58, is an independent director of STERIS plc serving since 2020. He is the former Senior Vice President and CFO of C.R. Bard (2012–2017) and previously held senior finance roles at Aramark and J.P. Morgan, bringing deep financial expertise and medical device industry experience; he is designated an “audit committee financial expert” by the Board .

Past Roles

OrganizationRoleTenureCommittees/Impact
C.R. BardSenior VP & CFO; responsibilities expanded to BD/strategy; operating responsibility for Bard Medical DivisionMay 2012–Dec 2017Medical technologies CFO; expanded remit incl. reimbursement, healthcare economics, strategy
AramarkSenior VP Finance & Treasurer; VP & Treasurer2003–2012Global services finance leadership
J.P. MorganVP; medical device sector head1999–2003Capital markets/IB experience in healthcare devices

External Roles

OrganizationRoleTenureCommittees/Impact
Jabil Inc. (NYSE: JBL)DirectorJan 2018–presentNot disclosed in STE proxy

Board Governance

  • Committee assignments: Audit Committee member; Compensation and Organization Development Committee member .
  • Chair roles: None; Audit Chair is Richard C. Breeden; Compensation Chair is Dr. Jacqueline B. Kosecoff .
  • Independence: Board determined Holland is independent under NYSE listing standards; all Audit and Compensation Committee members meet SEC/NYSE independence requirements .
  • Attendance: Board met 5 times in FY2025; Audit met 9; Compensation met 5; every incumbent director attended >75% of aggregate meetings for Board/committees served .
  • Leadership structure: Independent, non‑employee Chairman (Dr. Mohsen M. Sohi), with executive sessions of independent directors at least every other Board meeting; independent directors met in executive session 4 times in FY2025 .

Fixed Compensation (Non-Employee Director FY2025)

ComponentAmountNotes
Annual retainer (cash portion)$86,000Standard cash portion for non‑employee directors
Committee membership fees$19,500Audit $12,000; Compensation $7,500
Chair fees$0Not a chair
Stock awards (CRSUs/stock)$236,803Mr. Holland elected stock in lieu of CRSUs; director equity vests immediately
Option awards$0No option award taken in FY2025; options typically priced at grant-date close
Total FY2025 compensation$342,303Sum of components above

Key program features:

  • Standard director retainer $323,000, payable mix of cash, options, and CRSUs; immediate vesting for director equity .
  • Additional cash fees for committee membership; chair fees paid if applicable .

Performance Compensation

Directors do not receive performance-based pay at STE; however, the company’s annual incentive program for executives (context for pay-for-performance governance) used the metrics below in FY2025. This is not linked to director compensation.

MetricFY2025 TargetFY2025 Actual (Adjusted)Payout %WeightWeighted Attainment
Adjusted EBIT ($mm)$1,306.3$1,286.690.0%75%67.5%
Adjusted Free Cash Flow ($mm)$767.3$832.990.0%25%22.5%
Aggregate90.0%

Metric definitions and special-item exclusions (e.g., EO litigation, integration costs) are detailed in the proxy .

Other Directorships & Interlocks

  • Current public company board: Jabil Inc. .
  • Compensation Committee interlocks: None among STE Compensation Committee members in FY2025 (no interlocking relationships) .
  • Related party transactions: None requiring disclosure since beginning of FY2025; Board policy requires Audit Committee/Board approval for >$120k related party transactions; none occurred in FY2025 .

Expertise & Qualifications

  • Financial expertise: Audit committee financial expert designation; financial literacy and accounting/related financial expertise per NYSE standards .
  • Industry experience: Medical devices/healthcare operations through C.R. Bard; broad capital markets and corporate finance background .
  • Governance: Experience on public company boards; independence affirmed; alignment with STE governance guidelines (no hedging/pledging; clawbacks; ownership guidelines) .

Equity Ownership

Holding TypeQuantityCounts Toward Director Ownership Guidelines?Value/Notes
Shares (direct/indirect)582YesBeneficial ownership
Options exercisable within 60 days1,544NoOptions exist; do not count toward guideline
CRSUs3,989YesSettle in shares 6 months after board service ends
Total stock-based (incl. options)2,126Beneficial ownership including options exercisable
Total incl. CRSUs6,115Ownership + CRSUs
Ownership guideline complianceCompliantGuideline: ≥6× cash portion of annual fees; all current directors met guidelines as of 3/31/2025

Policies:

  • No hedging, pledging, short sales; advance clearance for transactions; blackout provisions .

Governance Assessment

  • Strengths:

    • Independent director with deep finance and industry expertise; designated audit committee financial expert .
    • Active on Audit and Compensation committees; attendance above minimum threshold; robust committee workloads (Audit 9; Compensation 5 meetings) .
    • Ownership alignment: Meets stringent director stock ownership guidelines; equity holdings via CRSUs/stock support alignment .
    • Policy framework: Strong governance (no hedging/pledging; clawbacks; independent Chair; executive sessions) supporting investor confidence .
  • Watch items:

    • External board seat at Jabil Inc.; within STE guidelines limiting outside boards, but monitor for potential information flow or industry overlaps (no related-party transactions disclosed) .
    • Equity awards to directors vest immediately; while common, immediate vesting reduces retention leverage—balanced by ownership guidelines .

Overall, Holland’s committee roles, financial expertise, independence, and ownership alignment support board effectiveness and investor confidence, with no disclosed conflicts or attendance issues in FY2025 .