Paul Martin
STERISAbout Paul E. Martin
Paul E. Martin, age 67, is an independent director of STERIS plc who joined the Board in 2021. He is the former Senior Vice President and Chief Information Officer of Baxter International (2011–2020), bringing deep technology, cybersecurity, and risk management expertise to the Board; he is affirmed independent under NYSE standards and served on the Audit and Compensation & Organization Development Committees in fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International | Senior Vice President & Chief Information Officer | Jan 2011 – Oct 2020 | Led enterprise IT, cybersecurity, and technology risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unisys Corporation (NYSE: UIS) | Director | 2017 – Present | Not disclosed in proxy |
| Owens Corning (NYSE: OC) | Director | 2021 – Present | Not disclosed in proxy |
| Ping Identity Holding Corp. | Director | Jan 2021 – Oct 2022 | Not disclosed in proxy |
Board Governance
- Committee assignments: Audit Committee member; Compensation & Organization Development Committee member (not a chair) .
- Independence: Board determined Martin is independent under NYSE standards; all members of Audit, Compensation, and Nominating committees are independent .
- Attendance: Board met 5 times; Audit met 9 times; Compensation met 5 times; each incumbent director attended more than 75% of aggregate Board and committee meetings in fiscal 2025 .
- Governance practices: Independent non-employee Chairman; executive sessions at least every other regularly scheduled meeting; robust director ownership guidelines; clawback policies; prohibition on hedging/pledging/short sales; annual comp risk assessment .
- Conflicts and related-party transactions: None requiring disclosure since the start of fiscal 2025; Board policy requires approval of related-party transactions >$120,000; none occurred in fiscal 2025 .
Fixed Compensation (Director)
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual Retainer – Cash | $86,000 | Standard cash portion of the $323,000 retainer for non-employee directors |
| Audit Committee Membership Fee | $12,000 | Cash, paid at term start |
| Compensation Committee Membership Fee | $7,500 | Cash, paid at term start |
| Chair Fees | $0 | Not a chair; chair fee levels disclosed for reference |
| Total Cash Fees Earned | $105,500 | Matches Director Compensation Table |
| Annual Retainer – Stock Awards (CRSUs or Shares) | $118,401 | Grant-date fair value; Martin elected standard split |
| Annual Retainer – Option Awards | $118,451 | Grant-date fair value; director options priced at grant-date closing price |
| Total Director Compensation | $342,352 | Fiscal 2025 total |
Additional structure details:
- Standard non-chair retainer is $323,000 paid at the beginning of the 2024–2025 term, typically split $86,000 cash / $118,500 options / $118,500 CRSUs, with election flexibility across cash/options/CRSUs/shares; all director equity awards vest immediately .
Performance Compensation
- Director equity awards are not tied to performance metrics; options are granted at the NYSE closing price and CRSUs convert to shares six months after Board service ends; no PSUs or performance formula applies to non-employee directors .
- Reference metrics used for executives (not directors): CEO annual incentive based on Adjusted EBIT and Adjusted FCF; long-term equity mix favoring premium-priced options and restricted stock (signal of pay-for-performance for management, not the Board) .
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Adjusted EBIT (annual bonus metric) | No | Executive-only metric |
| Adjusted Free Cash Flow (annual bonus metric) | No | Executive-only metric |
| TSR percentile or PSU hurdles | No | Not used for director pay; director equity vests immediately |
| Premium-priced options | No (directors) | Director options are priced at grant-date closing price; premium pricing applies to executive options |
Other Directorships & Interlocks
- Current public boards: Unisys (since 2017); Owens Corning (since 2021). Prior: Ping Identity (Jan 2021–Oct 2022) .
- Compensation committee interlocks: None for STERIS’s Compensation & Organization Development Committee members in fiscal 2025 .
- Service limits: Non-employee directors may serve on no more than three other public company boards; Audit Committee members may not serve on more than three public company audit committees simultaneously .
Expertise & Qualifications
- Technology management and cybersecurity: Extensive IT leadership and security risk experience as Baxter CIO; strengthens Board oversight of information security and healthcare technology matters .
- Financial literacy and risk oversight: Board determined Audit Committee members, including Martin, meet independence and financial literacy criteria; committee oversees financial controls and cybersecurity .
- Healthcare and life sciences experience: Baxter background and healthcare industry exposure support oversight of STERIS operations .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares + options exercisable within 60 days) | 1,388 | Options only; no directly owned shares reported as of 3/31/2025 |
| CRSUs outstanding | 4,075 | Count toward ownership guidelines; settle in shares six months after Board service ends |
| Total incl. CRSUs | 5,463 | Ownership + CRSUs |
| Ownership guidelines | 6x cash portion of annual director fees | $86,000 standard cash portion; each director satisfied the guidelines as of 3/31/2025 based on $226.65 share price |
| Hedging/pledging | Prohibited | Company-wide prohibition on hedging/pledging/short sales by directors |
Insider Trades
| Date Filed | Form | Summary | Source |
|---|---|---|---|
| Aug 12, 2025 | Form 4 | Director filing including equity instruments; CRSU definition reiterated: “Each Career Restricted Stock Unit represents the right to receive one STERIS ordinary share six months after cessation of Board service.” | |
| Aug 12, 2024 | Form 4 | Director filing; CRSU settlement mechanics as above noted; instrument details disclosed in filing |
Note: Proxy table shows Martin held 1,388 director options and 4,075 CRSUs outstanding as of 3/31/2025; all director equity grants vest immediately, with CRSUs settled post-service .
Governance Assessment
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Alignment and independence: Martin meets NYSE independence standards and serves on fully independent Audit and Compensation committees; Board governance emphasizes independent leadership, executive sessions, clawbacks, and ownership guidelines—positive indicators for investor confidence .
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Attendance and engagement: With >75% attendance across Board/committee meetings and service on two key committees, his engagement appears adequate; committee meeting cadence (Audit 9; Compensation 5) suggests active oversight responsibilities .
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Conflicts and related-party exposure: No related-party transactions in fiscal 2025; Compensation committee explicitly notes no interlocks—low conflict risk .
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Ownership alignment and risk controls: Satisfies director ownership guidelines (including CRSUs); company policy bans hedging/pledging—reduces misalignment and risk .
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RED FLAGS: None identified in proxy regarding related-party transactions, pledging/hedging, or low attendance for Martin; director equity is time-based (no performance gates), but this is standard practice for directors and balanced by strong ownership guidelines and independence requirements .