Nirav Shah
STERISAbout Nirav R. Shah
Dr. Nirav R. Shah is an independent director of STERIS plc, serving since 2018. He is a Senior Scholar on the Stanford University faculty (since August 2018) and previously served as Chief Medical Officer at American Health Associates (March 2022–March 2025), at doc.ai/Sharecare (July 2020–March 2022), Commissioner of Health for the State of New York (2011–2014), and SVP/COO for Clinical Operations at Kaiser Permanente Southern California (2014–2017). He holds degrees from Harvard College and Yale School of Medicine and is Board Certified in Internal Medicine; age 53 as of the record date for the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of New York | Commissioner of Health | Jan 2011 – May 2014 | Led public health policy and regulatory oversight; adds policy/regulatory expertise to board |
| Kaiser Permanente Southern California | SVP & COO, Clinical Operations | May 2014 – Oct 2017 | Operational leadership at scale in healthcare provider; strengthens operational oversight |
| doc.ai, inc. / Sharecare Inc. | Chief Medical Officer | Jul 2020 – Mar 2022 | Digital health platform experience; innovation focus |
| American Health Associates | Chief Medical Officer | Mar 2022 – Mar 2025 | Clinical diagnostics operations leadership |
| Stanford University | Senior Scholar (faculty) | Aug 2018 – present | Academic perspective on innovation and healthcare models |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Stanford University | Senior Scholar | Current | Since Aug 2018 |
| American Health Associates | Chief Medical Officer | Ended Mar 2025 | Served Mar 2022–Mar 2025 |
| Qualified Health PBC | Co-founder | Founded 2025 | Healthcare innovation focus |
| Other public company boards | — | None | No current public company boards listed for Shah |
Board Governance
- Committee assignments: Compensation and Organization Development Committee; Compliance and Technology Committee. Not a committee chair.
- Independence: Board determined Dr. Shah is independent under NYSE listing requirements; all Compensation Committee members meet additional independence requirements.
- Attendance: Each incumbent director attended more than 75% of aggregate Board and committee meetings in fiscal 2025 (and in fiscal 2024).
- Director since 2018; nominee for re-election in 2025.
- Compliance & Technology Committee met 4 times in fiscal 2025; scope includes legal/regulatory, quality, cybersecurity, HSE, and oversight of R&D and IP.
- Governance policies: Majority voting standard; service limits on outside boards; robust director orientation and ongoing education; attendance expectations (assessment if <75% for two consecutive years).
Fixed Compensation
- Annual retainer structure for fiscal 2025: Chairman $498,000; other non-employee directors $323,000, typically paid $86,000 cash, $118,500 in stock options, $118,500 in CRSUs; directors may elect to alter mix. Committee chair fees: Audit $25,000; Compensation $20,000; Nominating $15,000; Compliance $15,000. Committee membership fees: Audit $12,000; Compensation $7,500; Other standing committees $6,000. All director equity awards vest immediately; CRSUs settle 6 months after board service ends.
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 99,500 | 118,401 | 118,451 | — | 336,352 |
| 2024 | 99,500 | 118,388 | 118,456 | — | 336,344 |
Notes:
- Cash figures include committee membership fees where applicable; Shah is not shown as a committee chair.
- CRSUs outstanding as of Mar 31, 2025: 6,016 units for Dr. Shah. Options outstanding as of Mar 31, 2025: 6,855.
Performance Compensation
- Non-employee director compensation is not tied to performance metrics; retainer-based with immediate vesting of equity awards (no annual meeting fees).
| Category | Details |
|---|---|
| Annual incentive metrics | None for non-employee directors; compensation not performance-conditioned |
| Equity awards vesting | Immediate vesting; CRSUs settle 6 months post-service |
| Clawbacks | Clawback policies apply to incentive compensation and equity awards company-wide |
Other Directorships & Interlocks
- Other current public company boards: None for Dr. Shah as disclosed.
- Compensation Committee interlocks: None; no relationships requiring disclosure under Item 404.
Expertise & Qualifications
- Education: Harvard College; Yale School of Medicine; Board Certified in Internal Medicine.
- Core credentials: Public health policy/regulatory leadership; large-scale healthcare operations; digital health innovation; practicing physician perspective.
- Board skills matrix highlights broad governance, executive leadership, industry and technology oversight across the board.
Equity Ownership
| As of Mar 31, 2025 | Shares Owned Directly/Indirectly | Options Exercisable (≤60 days) | Total Stock‑Based Ownership |
|---|---|---|---|
| Dr. Nirav R. Shah | 292 | 6,855 | 7,147 |
Additional alignment and policy:
- CRSUs outstanding: 6,016 units as of Mar 31, 2025 (counts toward director ownership guidelines; options do not).
- Non-employee director stock ownership guidelines: At least 6x cash portion of annual director fees; as of Mar 31, 2025, all then-current directors satisfied the guidelines.
- Anti-hedging/pledging: Company prohibits hedging, pledging, and short sales by directors, officers, and employees.
Insider Trades (Form 4 – Awards)
| Transaction Date | Filing Date | Security | Qty | Price ($) | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-08-08 | 2025-08-12 | Career Restricted Stock Units (CRSUs) | 487 | 0.00 | 6,503 | |
| 2025-08-08 | 2025-08-12 | Director Stock Option (right to buy) | 1,407 | 242.85 | 1,407 | |
| 2024-08-08 | 2024-08-12 | Career Restricted Stock Units (CRSUs) | 494 | 0.00 | 6,016 | |
| 2024-08-08 | 2024-08-12 | Director Stock Option (right to buy) | 1,388 | 239.68 | 1,388 | |
| 2023-08-03 | 2023-08-07 | Career Restricted Stock Units (CRSUs) | 525 | 0.00 | 5,522 | |
| 2023-08-03 | 2023-08-07 | Director Stock Option (right to buy) | 1,544 | 225.50 | 1,544 |
Governance Assessment
- Independence and committee roles: Shah is independent and serves on Compensation and Compliance committees, contributing regulatory and clinical operations expertise; Compensation Committee members were independent and had no interlocks, bolstering pay governance.
- Attendance and engagement: Met minimum engagement thresholds (>75%), and serves on committees that met regularly (Compliance & Technology met 4 times in fiscal 2025), signaling active oversight.
- Compensation alignment: Director pay is a standard retainer mix with immediate vesting and no performance conditions; equity ownership guidelines are stringent (6x cash fees) and satisfied as of Mar 31, 2025, with CRSUs counting toward compliance.
- Ownership: Direct shareholdings are modest (292 shares) but complemented by options and CRSUs; policy prohibits hedging/pledging, reducing misalignment risk.
- Conflicts and related party: No related-person transactions since the beginning of fiscal 2025; Director Code prohibits loans or personal profit from Company transactions beyond approved director compensation.
Red flags and watch items:
- None disclosed regarding related-party transactions, hedging/pledging, or attendance. Continue monitoring external roles (e.g., Qualified Health PBC) for potential future related-party exposure if STERIS transacts with those entities; current filings report no related-person transactions.
Sources: 2025 Proxy Statement (DEF 14A) ; 2024 Proxy Statement (DEF 14A) ; Form 4 filings via SEC links above.