Louis Shapiro
STERISAbout Louis A. Shapiro
Former President and CEO of Hospital for Special Surgery (2006–2023), with over 40 years in hospital and health system leadership; age 65. He is nominated to join STERIS’s Board at the 2025 AGM (not yet seated), designated independent, and brings deep operational and governance experience; currently a director at Zimmer Biomet and Senior Advisor to General Atlantic since October 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hospital for Special Surgery (HSS) | President & CEO | 2006–2023 | Led a leading academic medical center focused on musculoskeletal health; extensive operational and strategic leadership |
| Geisinger Health System | EVP & COO, Clinical Enterprise | 2002–2006 | Advanced system operations; increasing leadership scope |
| McKinsey & Co. | Senior healthcare expert/consultant | 1999–2002 | Advised healthcare clients on strategy and operations |
| Various hospitals/health systems | Management roles of increasing responsibility | 1983–1999 | Progressive operating roles in provider settings |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zimmer Biomet Holdings, Inc. (NYSE/SIX: ZBH) | Director | Current | Public company board experience in med-tech |
| General Atlantic | Senior Advisor | Since Oct 2023 | Advises on healthcare investments; portfolio company boards |
| Greater New York Hospital Association | Board Chair | Prior role | Industry leadership; non-profit governance |
| Various private organizations | Advisory/board positions | Ongoing | Multiple advisory capacities (private entities) |
Board Governance
- Election/tenure: Nominated to be elected at the July 31, 2025 AGM; will join the Board upon shareholder approval; Board size set at 10 members; annual elections with majority voting .
- Independence: Marked independent in the nominee matrix; STE emphasizes strong Board independence and fully independent Audit, Compensation, and Nominating committees .
- Committee assignments: None designated for Mr. Shapiro in the proxy; committee memberships to be set post-election .
- Attendance/engagement: In FY2025, each incumbent director attended >75% of aggregate Board and committee meetings; Shapiro was not on the Board in FY2025 .
- Governance safeguards: Majority voting with resignation policy; limits on service on other public boards (≤3 for non-employee directors); robust codes, conflict vetting, and ESG oversight .
Fixed Compensation
Non-employee director compensation structure for FY2025 (applied to seated directors; Shapiro not seated and thus not paid in FY2025):
| Component | Amount | Notes |
|---|---|---|
| Annual retainer – Chairman | $498,000 | Paid beginning of 2024–25 term; fully vested |
| Annual retainer – Other non-employee directors | $323,000 | Paid beginning of 2024–25 term; fully vested |
| Default mix – Other directors | $86,000 cash; $118,500 options; $118,500 CRSUs | Directors could elect forms (stock/CRSUs); Dr. Alegria had limited elections until meeting ownership guidelines |
| Default mix – Chairman | $123,000 cash; $187,500 options; $187,500 CRSUs | Chair may elect alternative forms |
| Committee chair fees | Audit $25,000; Comp $20,000; Nominating $15,000; Compliance $15,000 | Cash by default; alternative forms permitted |
| Committee membership fees | Audit $12,000; Comp $7,500; Other committees $6,000 | Cash; paid at term start |
Key mechanics:
- Equity vesting: All director equity awards vest immediately; CRSUs settle in shares six months after Board service ends; cash dividend equivalents paid on CRSUs .
- Option pricing: Director options are granted at the NYSE closing price on grant date (no premium pricing referenced for directors) .
Performance Compensation
Directors do not receive performance-based pay (no annual bonus metrics or PSU programs disclosed for directors).
| Performance Metric Tied to Director Pay | Status |
|---|---|
| Financial/operational targets (e.g., revenue, EBIT, TSR) | None disclosed for directors |
| Equity vesting conditions (performance-based) | Not used; director equity vests immediately |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock Considerations |
|---|---|---|---|
| Zimmer Biomet (ZBH) | Director | Not disclosed | Same healthcare ecosystem; STE reports no related-party transactions in FY2025; ongoing monitoring advisable |
- Related-party transactions: STE disclosed no related person transactions in FY2025 and maintains strict policies on conflicts and related-party approvals; director loans/consulting fees prohibited beyond director compensation .
Expertise & Qualifications
- Executive leadership: Long-tenured CEO experience at HSS; healthcare operations and clinical enterprise leadership .
- Industry depth: Provider-side expertise; advisory and board roles across healthcare companies .
- Governance/ESG: Board and chair roles; supports committee oversight in governance and compliance contexts per STE structures .
Equity Ownership
As of March 31, 2025:
| Holder | Shares Owned (Direct/Indirect) | Options Exercisable ≤60 Days | CRSUs | Notes |
|---|---|---|---|---|
| Louis A. Shapiro | 0 | 0 | 0 | Nominee; not yet a Board member as of FY2025 |
Ownership alignment policies for non-employee directors:
- Ownership guideline: Must own Ordinary Shares valued at ≥6x the cash portion of annual director fees; new directors have 5 years to comply; CRSUs count toward the guideline; options do not .
- Trading restrictions: No hedging, pledging, short sales, or speculative transactions permitted under Insider Trading Policy .
Governance Assessment
- Positives: Independent nominee with substantial healthcare operator experience; Board and committee independence and robust governance policies (clawbacks, majority voting, ownership guidelines) support investor confidence .
- Alignment: Director pay mix includes immediate-vesting equity and ownership requirements; strong anti-hedging/pledging policy .
- Watch items: External public board at ZBH warrants monitoring for any future transactions/interlocks; Shapiro will need to build STE share ownership to meet guidelines within 5 years after joining the Board .
- Say-on-Pay context: STE’s executive pay program received strong shareholder support (e.g., 92.70% approval in 2024), indicating favorable governance sentiment broadly .