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NASDAQ: SHC Sotera Health Co 8-K

Sotera Health appoints Alton Shader as CEO, Petras transitions to Executive Chairman

Filed May 5, 2026 · Period ending April 30, 2026 · ~1 min read

5 key changes 2 high relevance 3 sections

Key Changes

  • high

    Alton Shader appointed CEO effective May 26, 2026. Shader, 52, brings 20+ years medical device leadership experience, most recently as CEO of Viant Medical since 2019.

  • high

    Michael Petras transitions from CEO to Executive Chairman role, remaining on Board as Class I director and executive officer, ensuring leadership continuity during succession.

  • medium

    New CEO compensation: $1M base salary, 110% target bonus, $6M sign-on RSUs, and ~$8.1M in 2026 equity awards. Annual long-term incentives of $6.5M+ starting 2027.

  • medium

    Petras as Executive Chairman receives $900K salary, 110% target bonus, and $5M annual equity awards beginning 2027, with accelerated vesting provisions for certain terminations.

  • medium

    Company announced Q1 2026 financial results via press release and held earnings conference call on May 5, 2026 at 9:00 AM ET.

Summary

Sotera Health executed a planned leadership transition, appointing Alton Shader as CEO effective May 26, 2026, while current CEO Michael Petras moves to Executive Chairman. Shader brings extensive medical device industry experience from his tenure leading Viant Medical and prior senior roles at Hill-Rom and Baxter International.

The transition appears orderly, with Petras remaining as a board member and executive officer to maintain continuity. The compensation packages reflect the significance of both roles. Shader's initial package totals over $15M in 2026 when combining salary, bonus, sign-on equity, and performance-based awards.

Petras receives reduced but substantial compensation at $900K base plus equity, indicating he'll remain actively involved in company strategy. Both executives have 110% target bonuses and multi-million dollar annual equity grants starting in 2027. Retail investors should monitor Shader's first earnings call and strategic priorities once he assumes the CEO role.

Section-by-Section Diff

Event · Item 2.02 — Results of Operations and Financial Condition

~100 words

Item 2.02 — Results of Operations and Financial Condition filed; see Key Changes for terms.

2 Added
Added Q1 2026 earnings announcement medium

Added in current filing · verify on EDGAR →

On May 5, 2026, Sotera Health Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 31, 2026.

The company disclosed its first quarter 2026 financial results through a press release. The 8-K itself does not contain the actual financial figures, which are in the attached press release exhibit. This is a standard earnings announcement filing.

Show 1 minor / wording change
Added Earnings conference call low

Added in current filing · verify on EDGAR →

The Company will hold its previously announced conference call on May 5, 2026, at 9:00 a.m. Eastern Time to discuss its financial results for the quarter.

The company scheduled a conference call for the same day as the press release to discuss the quarterly results with investors and analysts. This is routine practice for public companies during earnings season.

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,400 words

Sotera Health appointed Alton Shader as CEO effective May 26, 2026; Michael Petras transitions to Executive Chairman with modified compensation.

2 Added
Added CEO appointment high

Added in current filing · verify on EDGAR →

on May 1, 2026, the Board of Directors (the “Board”), at the recommendation of the Nominating and Corporate Governance Committee, appointed Alton Shader to serve as Chief Executive Officer of the Company (“CEO”) and a Class II director of the Board, effective as of May 26, 2026 (the “Effective Date”).

The Board appointed Alton Shader, age 52, as the new CEO effective May 26, 2026. Mr. Shader has over 20 years of medical device leadership experience, most recently serving as CEO of Viant Medical since 2019, and previously held senior roles at Hill-Rom and Baxter International. This represents a planned leadership transition as part of the company's executive succession plans.

Added CEO compensation package medium

Added in current filing · verify on EDGAR →

As of the Effective Date, under the AS Offer Letter, Mr. Shader will be entitled to the following CEO compensation and benefits: (1) an annual base salary of $1,000,000; (2) participation in the Company’s annual short-term incentive compensation program (the “AIP”), with a target bonus opportunity equal to 110% of his base salary (which, for 2026, will not be pro-rated based on his hire date); (3) a sign-on equity award grant, with a grant date fair value of $6,000,000, in restricted stock units (“RSUs”) to compensate Mr. Shader for the value of equity incentive awards that he forfeits upon leaving his prior employer that will generally vest in substantially equal annual installments over three years, subject to continued employment (the “Sign-On RSUs”); (4) for 2026, an initial annual equity award, with a grant date fair value of $3,250,000, in RSUs that will generally vest in substantially equal annual installments over three years, subject to continued employment; (5) for 2026, an initial annual equity award with a target grant value of $3,250,000 in performance-based restricted stock units that will generally be eligible to vest following a three-year performance period based on achievement of pre-established free cash flow and revenue goals, subject to continued employment; (6) for 2026, an initial equity award with a maximum grant value of $1,625,000 in the form of share appreciation units that will generally be eligible to vest in substantially equal annual installments over three years based on the Company’s relative achievement of cumulative stock price appreciation goals, subject to continued employment; (7) beginning in 2027, annual long-term incentive awards with a target grant date fair value of at least $6,500,000; (8) an annual commuting bonus of $100,000

The new CEO's compensation includes $1,000,000 base salary, 110% target bonus, $6,000,000 sign-on RSU grant to replace forfeited equity, and approximately $8,125,000 in initial 2026 equity awards (RSUs, performance units, and share appreciation units). Beginning 2027, annual long-term incentive awards will have a minimum target value of $6,500,000. The package also includes an annual $100,000 commuting bonus and standard severance provisions.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Sotera Health filed an 8-K attaching a press release dated May 5, 2026, with no material business event disclosed in the filing body.

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Added Press Release Attachment low

Added in current filing · view on EDGAR →

99.1 Press Release, dated May 5, 2026

The 8-K references an attached press release dated May 5, 2026 (Exhibit 99.1). The filing body itself contains no substantive disclosure about the press release content, making this a procedural filing. The actual material information would be in the press release exhibit, which is not included in the provided text.

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