Richard Breeden
STERISAbout Richard C. Breeden
Richard C. Breeden, age 75, has served on STERIS’s Board since 2008. He is Chairman and CEO of Breeden Capital Management LLC (since 2005), previously Chairman of the U.S. Securities and Exchange Commission (1989–1993), and currently chairs the supervisory board of Patomak Global Partners, LLC (since April 2025). STERIS classifies him as independent; the Board waived its customary age limit for his 2025 nomination given his expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission | Chairman | 1989–1993 | Extensive dealings with audit/accounting standards; qualifies as audit committee financial expert . |
| Major audit firm (non-CPA) | Senior Partner | Not disclosed | Audit and accounting experience supporting audit committee financial expert status . |
| PCAOB Standing Advisory Group | Member | Not disclosed | Reviewed auditor performance and standards . |
| Various corporate monitors/consultancies | Corporate monitor/consultant | Not disclosed | Reviewed internal controls at several companies . |
| Claims distributions (e.g., Madoff, WorldCom, Enron, Adelphia, Shell, BP, JPMorgan) | Led asset distributions | Not disclosed | Governance and regulatory expertise . |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Breeden Capital Management LLC | Chairman & CEO | Since 2005 | No . |
| Richard C. Breeden & Co., LLC | Chairman | Since 1996 | No . |
| RCB Fund Services LLC | Leads firm | Not disclosed | No . |
| Patomak Global Partners, LLC | Chairman, Supervisory Board | Since Apr 2025 | No . |
| Other current public company boards | — | — | None shown for Breeden . |
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Audit Committee (Chair); Nominating and Governance Committee (Member) . |
| Audit Committee composition & meetings | Members: Breeden (Chair), Feldmann, Holland, Martin, Steeves; met 9 times in FY2025; executive sessions after each regular quarterly meeting . |
| Nominating & Governance Committee meetings | Met 4 times in FY2025 . |
| Board meetings | Board met 5 times in FY2025 . |
| Attendance | Each incumbent director attended more than 75% of aggregate Board and committee meetings in FY2025 . |
| Independence | Board determined Breeden and all committee members are independent; Breeden is an “audit committee financial expert” . |
| Executive sessions | Independent directors met in executive session 4 times in FY2025; Chairman of the Board is independent . |
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $6,000 . |
| Chair/member fee framework | Audit Chair fee $25,000; Audit member fee $12,000; directors can elect fees in equity; non-employee director retainer $323,000 (Chairman retainer $498,000) for the 2024–25 term . |
Performance Compensation
| Equity Instrument (FY2025) | Grant/Status | Amount/Details |
|---|---|---|
| Stock Awards (RSUs/CRSUs or shares) | Grant-date fair value | $204,447 . |
| Option Awards | Grant-date fair value | $143,456 . |
| Options outstanding (as of 3/31/2025) | Number | 29,967 options . |
| CRSUs outstanding (as of 3/31/2025) | Number | 18,703 CRSUs . |
| Vesting | All director equity awards vest immediately; CRSUs settle in shares six months after board service ends; dividends equivalents paid on CRSUs . | |
| Option strike | Grant price equals NYSE closing price on grant date; quantity determined via Black-Scholes . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Breeden . |
| Service limits | Non-employee directors: no more than three other public company boards; audit committee: no more than three public company audit committees; advance approval required for certain external boards . |
Expertise & Qualifications
- SEC chairmanship, investment firm CEO, audit firm senior partner (non-CPA), PCAOB SAG member; substantial governance, regulatory, audit, and financial oversight experience; designated audit committee financial expert .
- Provides insight on shareholder return, executive compensation programs, and capital structure .
Equity Ownership
| Measure (as of 3/31/2025) | Amount |
|---|---|
| Shares owned directly/indirectly | 59,796 . |
| Options exercisable within 60 days | 29,967 . |
| Total stock-based ownership (shares + exercisable options) | 89,763 . |
| CRSUs | 18,703 . |
| Total incl. CRSUs | 108,466 . |
| Ownership % | Less than 1% (no director owns ≥1%) . |
| Ownership guidelines | Must own ≥6x cash portion of annual director fees; all current directors satisfied as of 3/31/2025 (price $226.65) . |
| Hedging/pledging | Prohibited for directors, officers, employees and related persons . |
| Footnote on affiliated holdings | Breeden may be deemed indirect beneficial owner of 27,242 shares via Breeden Partners L.P.; disclaims beneficial ownership of 1,359 shares held by Breeden Partnership LLP (included in totals) . |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with “financial expert” designation; high engagement (committee and board meeting cadence with >75% attendance); equity-heavy director pay aligns interests; compliant with rigorous stock ownership guidelines; strong policies on clawbacks, hedging, and pledging .
- Potential watch items: Board age-limit waiver granted specifically for Breeden’s re-nomination (requires continued succession planning focus) . Affiliation with investment entities that hold STERIS shares necessitates standard monitoring of potential conflicts, though the company reports no related-party transactions in FY2025 and enforces strict conflict policies .
- Signals: Equity elections (minimal cash $6k vs. $347.9k equity) indicate alignment preference; options and CRSUs vest immediately, with CRSUs deferred settlement post-service, reinforcing long-term alignment .