Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Walter M RosebroughOn January 29, 2021, Walter M Rosebrough advised the Board of Directors (the
"Board") of STERIS plc (the "Company") of his intention to retire as President
and CEO of the Company at the Company's 2021 Annual General Meeting of
Shareholders, to be held on July 29, 2021. Consequently, the Board and
Mr. Rosebrough have determined that his status as President and CEO of the
Company and STERIS Corporation (the "Employer", and collectively with the
Company, "STERIS") and all his officerships and directorships of STERIS
subsidiaries will terminate as of the same date. Mr. Rosebrough has served as
President and CEO and a Director of STERIS since 2007.
Mr. Rosebrough and STERIS have executed a Transition Agreement, effective
July 31, 2021 (the "Agreement"). The Agreement provides for a continuation of
Mr. Rosebrough's employment for the two-year period ending July 31, 2023,
subject to termination by the Company for "Cause" (as defined in the Agreement)
or by Mr. Rosebrough at any time and for any reason. Under the Agreement,
Mr. Rosebrough will remain in the employment of STERIS as CEO Emeritus and
Senior Advisor on a part-time basis, anticipated to be approximately five days
per month on average, and will perform such duties as may be assigned by the
Board, the new President and CEO, and/or their delegates, at a reduced salary at
a rate of $250,000 per year with a bonus target of 120% of salary received under
the Company's Management and Incentive Compensation Plan ("MICP"). The bonus
will be at the sole discretion of the Company's Compensation and Organization
Development Committee. Mr. Rosebrough also will be reimbursed for any COBRA
expenses for his medical and dental coverages through the end of calendar year
2021. No severance plan benefits will be payable to Mr. Rosebrough. However,
should Mr. Rosebrough's employment be terminated by STERIS without Cause he
would be entitled to receive the remainder of his salary (subject to the
execution of a mutually satisfactory release agreement) but no bonus or
benefits.
Board of Directors
On January 29, 2021, the Board increased its size from nine members to ten. In
conjunction with the increase, the Board elected Mr. Daniel A. Carestio to serve
as a Director, effective immediately. Mr. Carestio's years of experience with
STERIS, including his contributions to the success of STERIS and his operational
and management experience, which are briefly described below, make him a
valuable member of the Board.
Daniel A. Carestio
Mr. Carestio, age 48, currently serves as the Senior Vice President and Chief
Operating Officer of the Company, a position he has held since August 1, 2018.
On January 29, 2021, the Board determined, consistent with its succession
planning process, that Mr. Carestio will succeed Mr. Rosebrough and elected Mr.
Carestio as President and CEO of the Company, effective immediately following
the Company's 2021 Annual General Meeting of Shareholders. Upon the
effectiveness of such election, his base salary will be increased to an annual
rate of $875,000 and his target bonus opportunity under the MICP will be
increased to 110% of base salary. He also will receive an equity award
consisting of restricted stock and stock options with a value of approximately
$3.3 million at the time of the Company's annual equity awards in June of 2021.
Mr. Carestio has been employed by STERIS since 1997. He served as Senior Vice
President, Sterilization and Disinfection from February 2018 to July 31, 2018
when he became Senior Vice President and Chief Operating Officer. From August
2015 to February 2018 he served as Senior Vice President, STERIS Applied
Sterilization Technologies and Life Sciences.
Item 7.01 Regulation FD Disclosure
On February 3, 2021, the Company issued a press release announcing recent
management and Board changes. The press release is attached hereto as Exhibit
99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K
and Exhibit 99.1 attached hereto is being furnished to the Securities and
Exchange Commission and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section. Furthermore, the information contained in this Item
7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall
not be deemed to incorporated by reference into any registration statement or
other document filed pursuant to the Securities Act of 1933.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Press Release issued by STERIS plc on February 3, 2021 announcing
certain management and board changes
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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