Daniel Carestio
STERISAbout Daniel Carestio
Daniel A. Carestio is President & CEO of STERIS plc (since July 2021), a director since 2021, age 52, serving on the Compliance & Technology Committee. Under his tenure, FY2025 revenues grew 6% to $5,459.5 million, adjusted EBIT was $1,286.6 million, and free cash flow rose to $787.2 million; cumulative total shareholder return measured in the SEC “Pay versus Performance” table reached $169.52 per $100 invested over the measurement period while the peer group reached $211.13. The Board maintains an independent Chairman structure, with Carestio as the sole management director, strengthening governance independence.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STERIS plc | President & CEO | 2021–present | Led portfolio optimization (dental divestiture), restructuring and cost savings actions; delivered revenue, net income and FCF growth in FY2025. |
| STERIS plc | SVP & Chief Operating Officer | 2018–2021 | Oversaw operations across segments, supporting volume, pricing and margin execution. |
| STERIS plc | SVP roles (Sterilization & Disinfection; AST & Life Sciences) | 2015–2018 | Led core sterilization businesses, positioning AST/Life Sciences for growth. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other current public company boards disclosed. |
Fixed Compensation
- CEO pay mix in FY2025 was 89.9% variable; salary increased 3.23% YoY to align toward peer medians.
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 969,862 | 1,030,600 | 1,063,860 |
| Target Bonus (% of Salary) | — | — | 125.0% |
| Non-Equity Incentive Paid ($) | 602,884 | 1,123,539 | 1,204,866 |
| Stock Awards Grant-Date FV ($) | 2,154,084 | 2,584,412 | 2,935,997 |
| Option Awards Grant-Date FV ($) | 4,000,598 | 4,800,238 | 5,452,847 |
| All Other Comp ($) | 12,756 | 11,987 | 15,492 |
| Total ($) | 7,740,184 | 9,550,776 | 10,673,062 |
Performance Compensation
Annual incentive plan (MICP) was 100% tied to financial metrics with no individual/subjective adjustment.
| Metric | Weight | Threshold ($mm) | Target ($mm) | Max ($mm) | Actual Adjusted FY2025 ($mm) | Payout % | CEO Bonus ($) |
|---|---|---|---|---|---|---|---|
| Adjusted EBIT | 75% | 1,110.3 | 1,306.3 | 1,436.9 | 1,286.6 | 90.0% | 1,204,866 |
| Adjusted Free Cash Flow | 25% | 575.5 | 767.3 | 959.1 | 832.9 | 90.0% | — |
| Weighted Result | — | — | — | — | — | 90.0% | 1,204,866 |
Long-term incentives
- 65% of LTIP value in premium-priced stock options (exercise price = 110% of grant-date close), 35% in restricted stock; options vest pro-rata over four years, restricted stock pro-rata over three years.
| Grant Date | Options (#) | Option Exercise Price ($/sh) | RS (#) | Aggregate Grant-Date FV ($) | Vesting |
|---|---|---|---|---|---|
| 6/4/2024 | 81,544 | 251.34 | 12,849 | 8,388,844 | Options: 25% annually over 4 yrs; RS: 33 1/3% annually over 3 yrs. |
Equity Ownership & Alignment
- Beneficial ownership at 3/31/2025: 56,186 shares owned directly/indirectly, plus 220,579 options exercisable within 60 days (total stock-based 276,765). Officers must hold 6x salary for CEO; options do not count; Carestio met the guideline by 3/31/2025. Hedging and pledging are prohibited; clawback policies apply to bonuses and equity.
| Ownership Detail (3/31/2025) | Count / Status |
|---|---|
| Shares owned directly/indirectly | 56,186 |
| Options exercisable within 60 days | 220,579 |
| Total stock-based ownership | 276,765 |
| Officer stock ownership guideline | 6x base salary; satisfied. |
| Hedging/pledging | Prohibited. |
| Clawbacks | MICP and SEC/NYSE-compliant clawback in place. |
Upcoming vesting and potential selling pressure
| Award | Next Vesting Dates | Shares |
|---|---|---|
| RS granted 6/4/2024 | 6/4/2025, 6/4/2026, 6/4/2027 | 12,849 (equal thirds) |
| RS granted 5/31/2023 | 6/2/2025, 6/1/2026 | Remaining 2/3 of 8,616 |
| Options granted 6/4/2024 | 6/4/2025, 6/4/2026, 6/4/2027, 6/5/2028 | 81,544 (equal tranches) |
Observed FY2025 vesting/exercises:
- Carestio had multiple RS vestings with shares withheld for taxes; no option exercises disclosed for him in FY2025, while other NEOs exercised sizable options.
Employment Terms
- No individual employment agreement; covered by Senior Executive Severance Plan. Double-trigger equity vesting on change-in-control; severance is 1x base salary (non-CIC) and 2x base salary (CIC termination), plus pro-rata bonus and medical/dental benefits; 280G/4999 cutbacks apply. Equity awards include restrictive covenants (non-compete, non-interference, non-disclosure) with forfeiture for breaches.
| Scenario (as of 3/31/2025) | Severance Pay ($) | Equity Acceleration: Options ($) | Equity Acceleration: RS ($) | Pro-Rata Bonus ($) | Medical/Dental ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause / for Good Reason | 1,070,992 | 0 | 0 | 1,204,866 | 29,995 | 2,305,853 |
| Change-in-Control, no termination, no qualifying replacement award | 0 | 692,392 | 6,347,560 | 0 | 0 | 7,039,952 |
| Change-in-Control with qualifying replacement award (no termination) | 0 | 0 | 0 | 0 | 0 | 0 |
| Change-in-Control and termination without Cause / for Good Reason | 2,141,984 | 692,392 | 6,347,560 | 1,204,866 | 29,995 | 10,416,797 |
Board Governance
- Board independence: all directors except Carestio are independent; independent non-employee Chairman (Dr. Mohsen M. Sohi). Independent directors hold executive sessions at least every other regularly scheduled meeting; they met four times in FY2025.
- Committees: Carestio is a member of the Compliance & Technology Committee; all Audit, Compensation, and Nominating committees are fully independent.
- Attendance: each incumbent director attended >75% of Board/committee meetings in FY2025.
- Director compensation: employees serving as Directors are not paid director fees; thus Carestio receives no director retainer.
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay For Votes | Against Votes | Abstentions | Broker Non-Votes | Approval % |
|---|---|---|---|---|---|
| 2024 | 82,283,019 | 6,478,744 | 64,075 | 3,653,415 | 92.70% |
| 2023 | 81,238,272 | 6,841,234 | 87,529 | 3,550,815 | 92.23% |
| 2022 | 83,487,034 | 3,718,395 | 228,889 | 3,116,875 | 95.74% |
Compensation & Incentives: Structure Analysis
- High at-risk pay: 89.9% of CEO compensation is variable; annual bonus fully tied to adjusted EBIT/FCF; LTIP tilted toward premium-priced options, raising performance bar.
- Governance safeguards: double-trigger CIC equity vesting; no option repricing without shareholder approval; prohibition on hedging/pledging; clawbacks expanded to comply with SEC/NYSE.
- Pay design alignment: officer stock ownership policy (CEO 6x salary) met; no 280G excise tax gross-ups; limited perquisites; no U.S. employment contracts.
Equity Ownership & Pledging
- Total beneficial ownership and significant unexercised option stack suggest long-term alignment; policy prohibits pledging/hedging; options excluded from ownership guideline, encouraging actual share accumulation.
Performance & Track Record
- FY2025 highlights: 6% revenue growth to $5,459.5 million; net income rose to $614.6 million ($6.20 diluted EPS); operating cash flow up 18% to $1,148.1 million; FCF up 26.9% to $787.2 million; dividend increased to $0.57 per share.
- Pay versus performance shows CAP and TSR trends; adjusted EBIT is a key metric used for incentives.
Compensation Peer Group (for benchmarking)
Peer companies used include Agilent, Baxter, Bio-Rad, Boston Scientific, Cooper, Dentsply, Edwards, Hologic, IDEXX, Mettler Toledo, Revvity, ResMed, Teleflex, Waters, Zimmer Biomet; STERIS ranked ~68th percentile in TTM revenue, ~55th percentile in market cap; ~67th percentile in employees.
Employment Contracts, Severance, and Change-of-Control Economics
- Senior Executive Severance Plan: 1x base salary severance (non-CIC), 2x base salary (CIC termination), pro-rata bonus, and 12 months medical/dental; double-trigger equity vesting; restrictive covenants attached to equity awards.
- No individual employment agreements for U.S. executives.
Board Service History, Committee Roles, Dual-Role Implications
- Director since 2021; serves on Compliance & Technology Committee; as CEO + director under independent Chair, independence concerns are mitigated; all key committees are independent and executive sessions are routine.
- Meeting attendance >75% in FY2025; employee Directors receive no director compensation.
Risk Indicators & Red Flags
- Clawbacks exist; hedging/pledging prohibited; options are premium-priced, reducing repricing risks; no related party transactions disclosed in FY2025.
Investment Implications
- Alignment: High variable pay, premium-priced options, strict ownership and anti-hedging policies, and double-trigger CIC vesting align incentives with shareholder value creation and reduce short-termism risk.
- Near-term selling pressure: Scheduled RS vesting tranches (June each year) and option vesting may create periodic supply; however, Carestio did not exercise options in FY2025, and RS tax withholdings handled via share withholding. Monitor Form 4s around vest dates.
- Retention risk: The severance framework is moderate (1x base, 2x CIC), with strong equity overhang and continued vesting after retirement under conditions; restrictive covenants add retention stickiness.
- Performance linkage: Bonus plan tied to adjusted EBIT and FCF with caps and exclusions shows discipline; FY2025 90% payout signals rigor amid litigation and restructuring adjustments.
- Governance quality: Independent Chair and fully independent key committees, robust clawbacks, and strong Say-on-Pay support (>92% in 2024) indicate low governance risk and sustained investor confidence.