Mohsen Sohi
STERISAbout Mohsen M. Sohi
Independent Chairman of the Board at STERIS plc (STE). Age 66; director since 2005. Long-tenured global industrial operator with deep manufacturing, operational excellence, and succession planning experience; retiring as CEO of Freudenberg SE effective June 30, 2025, strengthening independence. Current public boards include Baker Hughes (NASDAQ: BKR) and KION Group AG; independence affirmed by the Board and strong attendance (>75%) in FY2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freudenberg SE | Chief Executive Officer | 2012–2025 (retiring June 30, 2025) | Led multi‑industry portfolio; strategy, manufacturing excellence, succession planning |
| Freudenberg & Co. | Managing Partner | 2010–2012 | Strategic oversight and governance |
| Freudenberg‑NOK | President & CEO | 2003–2010 | Scaled global elastomeric seals production; operational excellence |
| NCR Corporation | Senior Vice President, Retail Solutions Division | 2001–2003 | Technology and retail solutions leadership |
| Honeywell/Allied Signal | President, Electronic Materials; prior roles | 2000–2001 (President); 14 years total | Materials, aerospace/automation expertise |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Baker Hughes (NASDAQ: BKR) | Director | Since Jan 2023 | Energy services; public board |
| KION Group AG (FWB: KGX) | Director | Since Apr 2025 | Materials handling; public board |
| Tetra Laval (Private) | Director | Current (as of 2024 proxy) | Food processing/packing; private |
| ZF (Supervisory Board) | Member | 2018–Mar 2023 | Automotive systems; prior role |
| Aviat Networks | Director | 2007–2015 | Telecom equipment; prior role |
| Hayes Lemmerz International | Director | 2004–2009 | Automotive components; prior role |
Board Governance
- Committee memberships: Nominating & Governance Committee (member).
- Board leadership: Independent, non‑employee Chairman; Board met 5 times in FY2025; independent directors held 4 executive sessions.
- Independence: Board determined Sohi is independent under NYSE standards; all key committees are fully independent.
- Attendance: Each incumbent director attended >75% of aggregate Board/committee meetings in FY2025.
- Governance safeguards: No hedging/pledging; robust clawbacks; director stock ownership guidelines; annual board/committee self‑evaluations.
Fixed Compensation
| Component | Amount (USD) | Structure/Notes |
|---|---|---|
| Chairman annual retainer | $498,000 | Paid at start of 2024–25 term; default split: cash $123,000, options $187,500, CRSUs $187,500 (director elections permitted) |
| Fees earned (cash, FY2025) | $29,000 | Cash portion elected plus membership/chair fees (NGC member fee $6,000) |
| Stock awards (FY2025) | $287,376 | CRSUs/stock at grant‑date fair value; director awards vest immediately; CRSUs settle 6 months post‑service |
| Option awards (FY2025) | $187,492 | Options granted at NYSE closing price; immediate vesting for directors |
| Total FY2025 director compensation | $503,868 | Sum of cash, stock, options |
Performance Compensation
- Non‑employee directors do not receive performance‑based bonuses or PSU awards; director equity vests immediately and is not tied to financial/ESG metrics. Option exercise price equals NYSE grant‑date closing price for directors.
Other Directorships & Interlocks
| Company | Overlap Risk to STE | Comment |
|---|---|---|
| Baker Hughes (energy services) | Low | Different sector; limited customer/supplier overlap |
| KION Group (materials handling) | Low | Industrial equipment; limited overlap |
| Tetra Laval (food packaging, private) | Low | Unrelated to STERIS core markets |
- Related‑party transactions: None involving directors in FY2025; policy requires Audit Committee approval for >$120,000 related‑party transactions.
Expertise & Qualifications
- Executive leadership, global operations, manufacturing, human capital and succession planning; brings strategic planning and operational excellence experience relevant to healthcare manufacturing quality and reliability.
Equity Ownership
| Measure | Value |
|---|---|
| Shares owned directly/indirectly (3/31/2025) | 22,361 |
| Options outstanding | 36,015 |
| Total stock‑based ownership (shares + options exercisable within 60 days) | 58,376 |
| CRSUs held | 6,472 |
| Ownership vs outstanding | None of the directors individually ≥1% of shares; directors/executives as group ≈1% |
| Ownership guideline compliance | Satisfied; guideline equals 6× cash portion of annual fees; all directors met guideline as of 3/31/2025 |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Governance Assessment
- Positives: Independent Chairman; strong independence across committees; high attendance; substantial personal equity exposure with satisfied ownership guidelines; no related‑party transactions; anti‑hedging/pledging policy; clawbacks in place.
- Watch items: Significant external board commitments (BKR, KION) appear within STE’s board‑service limits but should be monitored for time/attention, especially during Freudenberg CEO retirement transition (June 30, 2025). No current evidence of conflicts or interlocks affecting STE governance.