STERIS plc
For the period ended Aug 1, 2024. Filed Jun 12, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 1, 2024 · Filed Jun 12, 2024
Contents
Pay Versus Performance
We are providing the following information about the relationship between “compensation actually paid” to our named executive officers and certain financial performance as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K.
Please see the Compensation Discussion and Analysis on page 41 for additional information regarding our executive compensation program.
| PAY VERSUS PERFORMANCE(1) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year(a) · Summary Compen- sation Table (“SCT”) Total for PEO (Carestio)(b) · SCT Total for PEO (Rosebrough)(b) · Compensation Actually Paid to PEO (Carestio)(c)(2) · Compensation Actually Paid to PEO (Rosebrough)(c)(2) · Average SCT Total for Non-PEO Named Executive Officers(d) · Average Compen- sation Actually Paid to Non-PEO Named Executive Officers(e)(2) · Value of Initial Fixed $100 Investment Based On: · Net Income – in thousands (h)(5) · EBIT – in thousands (i)(6) | ||||||||||
| Total Share- holder Return(f)(3) · Peer Group Total Share- holder Return(g)(4) | ||||||||||
| 2024 | $9,550,776 | — | $14,143,349 | — | $2,468,192 | $3,588,373 | $171.77 | $211.63 | $378,239 | $1,270,423 |
| 2023 | $7,740,184 | — | $2,167,818 | — | $2,053,642 | $15,524 | $144.07 | $176.92 | $107,030 | $1,170,001 |
| 2022 | $5,903,168 | $1,156,398 | $11,823,596 | $9,584,917 | $2,354,427 | $5,031,228 | $178.09 | $183.84 | $243,888 | $1,076,769 |
| 2021 | — | $6,847,109 | — | $20,016,406 | $2,336,554 | $5,591,256 | $138.50 | $167.11 | $397,400 | $699,380 |
| (1) | Daniel A. Carestio was our principal executive officer (“PEO”) for the full year for fiscal 2024 and 2023 and from July 29, 2021 through the end of fiscal year 2022. Walter M Rosebrough, Jr. was our PEO for the full year for fiscal 2021 and from the beginning of fiscal year 2022 until July 29, 2021. For fiscal year 2024 and 2023, our non-PEO named executive officers were Michael J. Tokich, J. Adam Zangerle, Cary L. Majors and Mary Clare Fraser. For fiscal 2022, our non-PEO named executive officers were Michael J. Tokich, J. Adam Zangerle, Cary L. Majors and Andrew Xilas. For fiscal year 2021, our non-PEO named executive officers were Daniel A. Carestio, Michael J. Tokich, J. Adam Zangerle and Cary L. Majors. |
| (2) | For each of fiscal 2024, 2023, 2022 and 2021 (each, a “Covered Year”), in determining both the “compensation actually paid” to our PEOs and the average “compensation actually paid” to our non-PEO named executive officers for purposes of this Pay Versus Performance table (“PVP Table”), we deducted from or added to the total amounts of compensation reported in columns (b) and (d) for such Covered Year the following amounts: |
and 2024 Proxy Statement 81
Executive Compensation: Pay Versus Performance
| Item and Value Added (Deducted) | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|
| For Daniel A. Carestio (as PEO) | ||||
| - SCT “Stock Awards” column value | $(2,584,412) | $(2,154,084) | $(1,397,772) | — |
| - SCT “Option Awards” column value | $(4,800,238) | $(4,000,598) | $(2,870,787) | — |
| + year-end fair value of outstanding equity awards granted in Covered Year | $9,135,555 | $4,709,722 | $7,347,026 | — |
| +/- change in fair value of outstanding equity awards granted in prior years | $2,094,239 | $(3,235,090) | $2,796,409 | — |
| + vesting date fair value of equity awards granted and vested in Covered Year | — | — | — | — |
| +/- change in fair value of prior-year equity awards vested in Covered Year | $696,910 | $(950,771) | $12,373 | — |
| - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | — | — | — |
| + includable dividends/earnings on equity awards during Covered Year | $50,518 | $58,455 | $33,179 | — |
| TOTAL ADDED (DEDUCTED): | $4,592,573 | $(5,572,366) | $5,920,428 | — |
| For Walter M Rosebrough, Jr. (as PEO) | ||||
| - SCT “Stock Awards” column value | — | — | — | $(1,468,984) |
| - SCT “Option Awards” column value | — | — | — | $(2,729,173) |
| + year-end fair value of outstanding equity awards granted in Covered Year | — | — | — | $6,017,324 |
| +/- change in fair value of outstanding equity awards granted in prior years | — | — | $8,482,009 | $8,273,815 |
| + vesting date fair value of equity awards granted and vested in Covered Year | — | — | — | — |
| +/- change in fair value of prior-year equity awards vested in Covered Year | — | — | $(87,822) | $3,032,925 |
| - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | — | — | — |
| + includable dividends/earnings on equity awards during Covered Year | — | — | $34,333 | $43,391 |
| TOTAL ADDED (DEDUCTED): | — | — | $8,428,519 | $13,169,297 |
| For Non-PEO Named Executive Officers (Average): | ||||
| - SCT “Stock Awards” column value | $(617,907) | $(557,389) | $(527,733) | $(508,049) |
| - SCT “Option Awards” column value | $(1,096,527) | $(814,151) | $(843,644) | $(711,762) |
| + year-end fair value of outstanding equity awards granted in Covered Year | $1,988,028 | $1,058,610 | $2,282,600 | $1,712,974 |
| +/- change in fair value of outstanding equity awards granted in prior years | $644,655 | $(1,380,326) | $1,754,107 | $2,185,114 |
| + vesting date fair value of equity awards granted and vested in Covered Year | — | — | — | — |
| +/- change in fair value of prior-year equity awards vested in Covered Year | $182,705 | $(365,275) | $(5,442) | $551,610 |
| - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | — | — | — |
| + includable dividends/earnings on equity awards during Covered Year | $19,277 | $20,412 | $16,913 | $24,815 |
| TOTAL ADDED (DEDUCTED): | $1,120,181 | $(2,038,118) | $2,676,802 | $3,254,702 |
and 2024 Proxy Statement
Executive Compensation: Pay Versus Performance
| (3) | For each Covered Year, our total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our Ordinary Shares measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period beginning with our closing price on NYSE on March 31, 2020 through and including the last day of the Covered Year (each one-year, two-year and three-year period, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of fiscal 2024, 2023, 2022 and 2021, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
| (4) | For purposes of this Pay Versus Performance disclosure, our peer group is the Dow Jones U.S. Medical Supplies Index (the “PVP Peer Group”). For each Covered Year, the PVP Peer Group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment for the PVP Peer Group. |
| (5) | Net income is calculated in accordance with U.S. GAAP. |
| (6) | EBIT is a non-GAAP measure calculated as earnings before interest and taxes, excluding the effects of amounts related to certain special items, as described in the Compensation Discussion and Analysis. The financial metric is used in the determination of attainment percentages under our annual MICP plan. See the section in the Compensation Discussion and Analysis above titled “2024 Compensation Decisions” for more information. |
Descriptions
of
Relationships Between Compensation Actually Paid
and
Certain Financial Performance Measure Results
The following charts provide, across the Covered Years, (1) a comparison between our cumulative total shareholder return and the cumulative total shareholder return of the PVP Peer Group, and (2) illustrations of the relationships between (A) the compensation actually paid (“CAP”) to the PEO, or in the case of fiscal 2022, the sum of CAP to both PEOs, and the average of the CAP to our
non-PEO
named executive officers (in each case as set forth in the PVP Table above) and (B) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table above.
and 2024 Proxy Statement 83
Executive Compensation: Pay Versus Performance
Fiscal 2024 Tabular List
The following table lists all of the financial performance measures that we used to link compensation actually
paid
to our named executive officers for
fiscal
2024 to our performance.
Financial Performance Measure:
EBIT
Free Cash Flow
and 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.