Cynthia Feldmann
STERISAbout Cynthia L. Feldmann
Cynthia L. Feldmann (age 72) is an independent director of STERIS plc, serving since 2005. A retired certified public accountant with a B.S. in Accounting from Boston College, she led life sciences practices at Coopers & Lybrand and KPMG and later founded Jetty Lane Associates (2005–2011). Her core credentials include audit committee financial expertise and deep life sciences industry experience, supporting board oversight of financial policy, reporting, and risk.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coopers & Lybrand (now PwC) | Partner-in-Charge, Life Sciences Practice | 1975–1994 | Led national life sciences practice; financial expertise |
| KPMG LLP | Partner-in-Charge, National Medical Technologies Practice | 1994–2002 | Led medical technologies practice; audit/financial leadership |
| Palmer & Dodge LLP (Boston) | Life Sciences Business Development Officer | 2003–2005 | Business development in life sciences |
| Jetty Lane Associates | Founder & President | 2005–2011 | Consulting; strategic advice to life sciences companies |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UFP Technologies, Inc. (NASDAQ: UFPT) | Director | 2017–Present | Audit Committee Chair; Nominating Committee member |
| Alexandria Real Estate Equities, Inc. (NYSE: ARE) | Director | 2022–2025 | Science, Agtech & Technology Committee; director compensation detailed in ARE proxy |
| Frequency Therapeutics, Inc. | Director; Audit Committee Chair | 2020–2023 | Audit leadership; SEC appointment via 8-K |
| Hanger, Inc. | Director | 2003–2018 | Board oversight (historical) |
Board Governance
- Independence: The Board determined Ms. Feldmann is independent under NYSE standards; all members of Audit, Compensation & Organization Development, and Nominating & Governance Committees are independent.
- Committee roles: Audit Committee member; Chair of Nominating & Governance Committee. Audit Committee deemed her an “audit committee financial expert” per Item 407(d)(5)(ii).
- Attendance: Each incumbent director attended more than 75% of aggregate Board and committee meetings in fiscal 2025; Board met five times in FY2025. Executive sessions of independent directors occurred four times in FY2025.
- Executive sessions (trend): Independent directors met five times in executive session in FY2024.
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual director retainer | $323,000 | Default mix: $86,000 cash; $118,500 stock options; $118,500 CRSUs; chairman retainer $498,000 (different mix) |
| Committee chair fees | $15,000 | Nominating & Governance Chair fee; Audit Chair $25,000; Compensation & Org $20,000; Compliance & Tech $15,000 |
| Committee membership fees | $12,000 / $7,500 / $6,000 | Audit $12,000; Comp & Org $7,500; other standing committees $6,000 per committee |
| Cynthia L. Feldmann – Director Compensation | FY2024 | FY2025 |
|---|---|---|
| Fees Earned (Cash) | $113,000 | $113,000 |
| Stock Awards (CRSUs/Ordinary Shares) | $118,388 | $118,401 |
| Option Awards (Grant-date fair value) | $118,456 | $118,451 |
| Total Compensation | $349,844 | $349,852 |
Key mechanics:
- Director CRSUs settle in ordinary shares six months after board service ends; cash dividend equivalents paid on CRSUs. All non-employee director equity awards vest immediately.
- Option exercise price equals NYSE closing price on grant date; number of options determined via Black-Scholes; options were part of annual retainer.
Performance Compensation
- Directors: No performance-based metrics apply to non-employee director compensation; retainer paid in cash, options, and CRSUs with immediate vesting.
Other Directorships & Interlocks
| Overlap/Interlock Considerations | Assessment |
|---|---|
| Compensation & Organization Development Committee interlocks | None among committee members; Ms. Feldmann is not on this committee. |
| Related person transactions | None requiring disclosure since start of FY2025; policy requires Audit Committee/Board approval for transactions >$120k with related parties. |
| Potential conflicts from external boards | ARE (REIT, life science campuses) and UFPT (medical packaging) not disclosed as related parties; Board evaluates conflicts via Governance Guidelines and Director Code. |
Expertise & Qualifications
- Audit committee financial expert; financially literate per NYSE standards; extensive experience leading life sciences practices at Big Four firms supports oversight of financial reporting and risk.
- Industry experience in healthcare and life sciences; board roles at UFPT, ARE, Frequency demonstrate sector knowledge.
Equity Ownership
| Holding Type (as of 3/31/2025) | Quantity | Market Value/Notes |
|---|---|---|
| Shares owned directly/indirectly | 9,368 | Voting/investment powers per proxy footnote (trust holdings) |
| Options exercisable within 60 days | 16,554 | Director options outstanding |
| Total stock-based ownership (shares + 60-day options) | 25,922 | Equates to ~0.026% of 98,303,783 shares outstanding (derived) |
| CRSUs outstanding | 7,641 | Cash dividend equivalents; settle post-service |
| Total incl. CRSUs | 33,563 | Alignment via deferred equity |
Ownership alignment:
- Director stock ownership guidelines require holding shares worth at least 6× the cash portion of annual director fees; all current directors, including Ms. Feldmann, met guidelines as of 3/31/2025. Stock options do not count toward the guideline.
- Hedging and pledging of STERIS shares are prohibited for directors, officers, and employees.
Governance Assessment
- Strengths: Independent director with audit financial expert designation; chairs Nominating & Governance; consistent attendance; robust ownership compliance; no related-party transactions; anti-hedging/pledging policy; independent Chairman; independent committees.
- Pay structure: Director compensation stable YoY with balanced cash-equity mix; immediate vesting for alignment via equity; transparent chair and committee fee schedules.
- Shareholder feedback: Strong say-on-pay support for NEOs (92.7% approval in 2024), indicating investor confidence in compensation governance broadly.
RED FLAGS:
- None disclosed: No hedging/pledging; no related-party transactions; attendance above 75%; no director-specific conflicts called out.
Supplemental context:
- Board operations: FY2025 Board met five times; committees met regularly (Audit 9; Compensation & Org 5; Nominating & Governance 4; Compliance & Technology 4).
- Executive sessions: Independent directors met in executive session at least every other regularly scheduled Board meeting; four in FY2025 (five in FY2024).