Karen Burton
STERISAbout Karen Burton
Karen L. Burton is Senior Vice President and Chief Financial Officer of STERIS, effective August 18, 2025; she was 58 at appointment and previously served as Vice President and Chief Accounting Officer since January 2017, Controller from May 2008 to December 2023, and Assistant Controller from 2004 . As CAO she oversaw accounting, treasury, tax and corporate finance; as CFO she is responsible for all global finance functions and IT . Company performance context entering her tenure: FY2025 revenue grew 6%, net income increased, cash flow was robust, and the dental business was divested to reduce debt; restructuring actions positioned for savings in FY2026 . Pay-versus-performance disclosure shows FY2025 TSR of $169.52 on a $100 base vs peer group $211.13, with net income of $614,641k and adjusted EBIT of $1,286,659k .
Company performance context (selected years)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Company TSR – $100 initial investment | $140.36 | $166.50 | $169.52 |
| Peer Group TSR – $100 initial investment | $176.92 | $211.63 | $211.13 |
| Net Income ($000s) | $107,030 | $378,239 | $614,641 |
| Adjusted EBIT ($000s) | $1,170,001 | $1,270,423 | $1,286,659 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STERIS | Senior Vice President & CFO | Effective Aug 18, 2025 | Leads global finance and IT; joins senior executive board |
| STERIS | Vice President & Chief Accounting Officer | Jan 2017–Aug 2025 | Oversaw accounting, treasury, tax, corporate finance |
| STERIS | Controller | May 2008–Dec 2023 | Led controllership; continuity across growth period |
| STERIS | Assistant Controller | 2004–2008 | Built foundational finance experience inside STERIS |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $600,000 effective upon CFO appointment (Aug 18, 2025) |
| Target Bonus % | 75% of base salary under the Management and Incentive Compensation Plan (MICP) |
Performance Compensation
- Initial CFO equity award: Restricted stock and stock options with aggregate grant-date value of approximately $1,134,000, effective October 1, 2025 .
- Equity program design (company-wide, applies to CEO/CFO emphasis): Options granted at 110% of grant-date fair market value; options cannot be re-priced without shareholder approval; stronger emphasis on options for CEO and CFO to tie value to stock price appreciation .
- Vesting framework (company program standards): Options typically vest 25% per year over four years; restricted stock commonly cliff-vests after three years (examples shown for named executive officers) .
Equity award structure (grant specifics and program features)
| Item | Detail |
|---|---|
| Grant effective date | October 1, 2025 |
| Award types | Restricted stock + stock options |
| Aggregate grant value | ~$1,134,000 |
| Option pricing policy | Exercise price = 110% of FMV at grant; no repricing without shareholder approval |
| Standard vesting (illustrative) | Options: 25% annually over 4 years; Restricted stock: 100% after 3 years |
Equity Ownership & Alignment
- Officer Stock Ownership Policy for CFO: Required shareholding = 4× base salary; time to meet requirement = 5 years from entering role or from promotion to higher requirement .
- Shares counted toward the policy: purchased/owned shares, shares acquired from exercised options, and unvested/vested restricted shares; unexercised options do not count .
- Hedging and pledging: Blanket prohibition on hedging, short sales, option trading, and pledging (including margin purchases) for directors, executive officers, employees, and related persons; advance clearance and blackout provisions apply .
Employment Terms
| Topic | Key Terms |
|---|---|
| Severance Plan Coverage | Ms. Burton is covered by the STERIS plc Senior Executive Severance Plan |
| Severance (no Change in Control) | Illustrative plan terms for executives: 12 months of base salary, pro‑rata actual bonus, 12 months medical/dental benefits upon qualifying termination (not for Cause; Good Reason definitions apply) |
| Change‑in‑Control Vesting | Double trigger: no acceleration if a qualifying replacement award is received; acceleration occurs only upon qualifying termination within specified period after a Change in Control |
| Severance (with Change in Control) | Illustrative plan terms for executives: within one year of a Change in Control, severance equals 2× base salary, plus pro‑rata actual bonus and 12 months medical/dental benefits; potential 280G/4999 cutbacks apply |
| Restrictive Covenants | Equity awards include non‑competition, non‑interference, and non‑disclosure covenants; breach can lead to forfeiture of awards and stock received from awards |
Compensation Peer Group (Benchmarking context)
- FY2025 peer group (unchanged from FY2024): Agilent, Baxter, Bio‑Rad, Boston Scientific, The Cooper Companies, Dentsply Sirona, Edwards Lifesciences, Hologic, IDEXX, Mettler Toledo, Revvity, ResMed, Teleflex, Waters, Zimmer Biomet .
- STERIS positioning at Aug 31, 2023: Revenues $5.1B (68th percentile), market cap $22.7B (55th percentile), employees 17,000 (67th percentile), relative to peer medians (revenues $3.9B, market cap $20.6B, employees 15,500) .
Investment Implications
- Pay-for-performance alignment: CFO’s initial equity award and option-heavy design for CEO/CFO tightly couple realized value to share price appreciation; options at 110% FMV enhance performance leverage and avoid windfalls from small price moves .
- Ownership discipline and sale risk: A 4× salary ownership requirement, a five‑year compliance window, and prohibitions on hedging/pledging reduce misalignment and external selling pressure; missed compliance can lead to restricted or eliminated future equity awards per policy .
- Retention and change‑of‑control economics: Standard severance terms and double‑trigger vesting provide balance between retention and shareholder protections; no single‑trigger acceleration, and 280G/4999 potential reductions mitigate excessive payouts .
- Execution context: FY2025 delivered 6% revenue growth, improved net income and cash generation, portfolio optimization (dental divestiture), and restructuring to drive FY2026 savings—providing a constructive backdrop for newly appointed CFO stewardship; however, TSR trailed peer group in FY2025, increasing the importance of value‑creation execution under an option‑weighted incentive mix .
Near-term monitoring: track grant details filed after October 1, 2025 for vesting schedules and share amounts; watch Form 4 filings for insider transactions and any 10b5‑1 adoptions to assess selling cadence and pressure.