Mary Clare Fraser
STERISAbout Mary Clare Fraser
Mary Clare Fraser, age 54, is Senior Vice President and Chief Human Resources Officer at STERIS; she assumed the SVP & CHRO role in May 2022 after joining STERIS in July 2020 as VP & CHRO, following a 17-year career at Parker-Hannifin in HR leadership roles . Executive annual incentives are tied to Adjusted EBIT (75% weight) and Adjusted FCF (25% weight); fiscal 2025 performance achieved 90% of target (Adjusted EBIT $1,286.6M vs $1,306.3M target; Adjusted FCF $832.9M vs $767.3M target), and Fraser’s FY2025 cash bonus paid was $263,954 . Long-term incentives emphasize premium-priced stock options (exercise price set at 110% of grant-date market), with double-trigger change-in-control vesting, aligning pay with shareholder value creation and mitigating windfall risk . Governance controls prohibit hedging and pledging of STERIS shares and require Senior Vice Presidents to hold stock equal to 3x base salary, reinforcing alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STERIS | Senior Vice President & Chief Human Resources Officer | May 2022–Present | Executive HR leadership across global workforce; oversight of talent, engagement, and total rewards |
| STERIS | Vice President & Chief Human Resources Officer | Jul 2020–May 2022 | Led HR integration and systems; executive-level HR transformation |
| Parker-Hannifin | Vice President Human Resources, Aerospace Group | Sep 2019–Jul 2020 | HR leadership in Aerospace, supporting talent and organizational effectiveness |
| Parker-Hannifin | Corporate Director of Human Resources | Mar 2017–Sep 2019 | Corporate HR strategy and programs across global businesses |
| Parker-Hannifin | Various HR leadership positions | Feb 2003–Mar 2017 | Progressive HR roles driving workforce development and HR operations |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $406,918 | $434,180 | $447,934 |
| Actual Cash Bonus ($) | $136,875 | $246,122 | $263,954 |
| All Other Compensation ($) | $11,954 | $11,701 | $13,780 |
| Total Compensation ($) | $1,478,321 | $1,848,529 | $1,891,000 |
Current-year bonus target percentages:
- FY2025 target bonus: 65% of base salary (unchanged vs FY2024) .
- FY2024 target bonus: 65% of base salary .
Performance Compensation
Annual Incentive (MICP) – FY2025
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted EBIT ($MM) | 75% | $1,110.3 | $1,306.3 | $1,436.9 | $1,286.6 | 90.0% | 67.5% |
| Adjusted FCF ($MM) | 25% | $575.5 | $767.3 | $959.1 | $832.9 | 90.0% | 22.5% |
| Total | — | — | — | — | — | — | 90.0% |
Notes:
- FY2025 bonus capped at 200% of target; FCF payout limited to EBIT payout until EBIT exceeds $1,306.3M; special items excluded per policy .
- Ms. Fraser’s FY2025 bonus paid: $263,954 .
Long-Term Equity Grants – FY2025 Annual Grant (June 4, 2024)
| Grant Date | Restricted Shares (#) | Stock Options (#) | Exercise Price ($/sh) | Expiration | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 6/4/2024 | 2,040 | 10,456 | $251.34 | 6/04/2034 | $466,140 (RS) ; $699,192 (Options) |
Program design:
- Options priced at 110% of grant-date market; no option repricing without shareholder approval .
- Options vest 25% annually over 4 years; restricted stock generally cliff vest over 3 years for awards granted June 2023 onward; double-trigger CIC vesting applies .
Equity Vested / Exercises – FY2025
| Name | Options Exercised (#) | Value Realized ($) | Shares Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| Mary Clare Fraser | — | — | 791 | $180,641 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Owned (Direct/Indirect) | Options Exercisable Within 60 Days | Total Stock-Based Ownership |
|---|---|---|---|
| Mary Clare Fraser | 11,132 | 17,953 | 29,085 |
| Shares Outstanding (reference) | — | — | 98,303,783 |
| Note | None of the directors/executive officers individually owned ≥1% | — | Group of 19 owned ~1% |
Unvested Restricted Stock by Grant (as of March 31, 2025)
| Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 6/02/2021 | 1,836 | $416,129 |
| 10/01/2021 | 692 | $156,842 |
| 6/02/2022 | 2,028 | $459,646 |
| 5/31/2023 | 2,313 | $524,241 |
| 6/04/2024 | 2,040 | $462,366 |
- Market values computed using $226.65 closing price on 3/31/2025 .
Outstanding Options by Grant (as of March 31, 2025)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 6/02/2021 | 7,257 | 2,419 | 210.30 | 6/02/2031 |
| 10/01/2021 | 2,838 | 946 | 228.36 | 10/01/2031 |
| 6/02/2022 | 4,612 | 4,612 | 250.06 | 6/02/2032 |
| 5/31/2023 | 3,246 | 9,738 | 219.97 | 5/31/2033 |
| 6/04/2024 | 0 | 10,456 | 251.34 | 6/04/2034 |
Vesting Schedules
| Award Type | Grant Date | Vesting Schedule |
|---|---|---|
| Options | 6/02/2021 | 75% vested; remaining 25% vests 6/2/2025 |
| Options | 10/01/2021 | 75% vested; remaining 25% vests 10/1/2025 |
| Options | 6/02/2022 | 50% vested; 25% vests on 6/2/2025 and 25% on 6/2/2026 |
| Options | 5/31/2023 | 25% vested; 25% vests each on 6/2/2025, 6/1/2026, 6/1/2027 |
| Options | 6/04/2024 | 25% vests each on 6/4/2025, 6/4/2026, 6/4/2027, 6/5/2028 |
| Restricted Stock | 6/02/2021 | 100% vests 6/2/2025 |
| Restricted Stock | 10/01/2021 | 100% vests 10/1/2025 |
| Restricted Stock | 6/02/2022 | 100% vests 6/2/2026 |
| Restricted Stock | 5/31/2023 | 100% vests 6/1/2026 |
| Restricted Stock | 6/04/2024 | 100% vests 6/4/2027 |
- Beginning June 2023, restricted stock generally cliff vests over 3 years; installment and retirement provisions apply in specific cases; double-trigger CIC vesting governs unvested awards .
Alignment policies:
- No hedging, short sales, option trading, or pledging of company stock permitted; pre-clearance and blackout windows enforced .
- Officer stock ownership guideline: Senior Vice Presidents must hold stock equal to 3x base salary; CEO 6x; CFO 4x .
Employment Terms
Senior Executive Severance Plan (Key Terms)
- Qualifying termination (without Cause or for Good Reason): 12 months base salary, pro-rata actual bonus, and 12 months medical/dental benefits; double-trigger vesting for equity under CIC; retirement/death provisions for accelerated vesting as specified .
- Change in Control: If qualifying termination occurs within 1 year post-CIC, severance equals 2x base salary plus pro-rata actual bonus and medical/dental benefits; payments subject to potential 280G/4999 reduction .
- Plan or participation may be terminated with 12 months’ prior notice; greater-of benefits apply if overlapping arrangements exist .
Potential Payments – Mary Clare Fraser (assumed event date 3/31/2025; stock price $226.65)
| Scenario | Severance Payment ($) | Stock Options ($) | Restricted Stock ($) | Pro-Rata Bonus ($) | Medical/Dental ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause / Good Reason (No CIC) | $451,202 | $0 | $0 | $263,954 | $18,375 | $733,531 |
| CIC without Termination and no Qualifying Replacement Award | $0 | $104,600 | $2,019,225 | $0 | $0 | $2,123,825 |
| CIC without Termination but with Qualifying Replacement Award | $0 | $0 | $0 | $0 | $0 | $0 |
| CIC + Qualifying Termination (within 1 year) | $902,404 | $104,600 | $2,019,225 | $263,954 | $18,375 | $3,308,558 |
Clawbacks and program governance:
- Expanded clawback policies apply to annual incentive plan per SEC/NYSE mandates; Committee retains discretion over bonuses .
- Options cannot be repriced without shareholder approval; executive equity program prudently managed relative to peer share usage/overhang .
Investment Implications
- Near-term vesting supply: Multiple cliff RSU maturities in 2025–2027 (e.g., 6/2/2025, 10/1/2025, 6/1/2026, 6/2/2026, 6/4/2027), plus annual option vesting tranches through 2028, imply cadence of potential share deliveries but minimal forced selling given hedging/pledging is prohibited .
- Alignment and pay mix: Fraser’s LTI emphasizes premium-priced options and restricted stock; options only create value above 110% of grant-date price, reinforcing price-appreciation alignment and reducing windfall risk; equity awards increased modestly in FY2025 consistent with program philosophy .
- Retention economics: Non-CIC severance equals 1x salary plus pro-rata actual bonus and benefits; CIC protection increases to 2x salary plus pro-rata bonus and benefits with double-trigger vesting, balancing retention with shareholder safeguards (no single-trigger acceleration) .
- Ownership and governance: Beneficial ownership is modest (11,132 shares; 17,953 options exercisable within 60 days) with robust ownership guidelines (3x salary) and strict no-pledging/hedging policy—favorable for alignment and risk control .
- Bonus performance linkage: FY2025 payout at 90% of target driven by Adjusted EBIT/FCF attainment; HR-specific objectives included talent acquisition, engagement, and rewards optimization—consistent with execution focus during integration and growth periods .
Say-on-Pay & Committee Practices
- Say-on-Pay support remained strong: 92.7% approval in 2024 (historically 92–96% from 2020–2024); Committee targets pay around median with equity somewhat below market; increased clawback rigor and retirement vesting provisions added in recent years .
Notes on Policies and Metrics
- Insider Trading Policy: Prohibits hedging, short-term trading, short sales, option trading, and pledging by directors/officers/employees; requires advance clearance and observes blackout windows .
- Officer Stock Ownership Policy: SVPs at 3x salary; CEO 6x; CFO 4x; designed to maintain ongoing “skin in the game” .
- MICP Design: Caps payouts at 200%; Adjusted metrics exclude specified non-recurring items; FCF payout cannot exceed EBIT payout until EBIT target is met .