☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the m ission Only (as permitted by Rule14a-6(e)(2)) | |
☒ |
Definitiv e Pro xy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to §240.14a-12 | |
☒ | No fee | |||
☐ | Fee paid previously with preliminary | |||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and0-11 | |||
MESSAGE FROM
OUR CHAIRMAN
MESSAGE FROM
OUR CHAIRMAN
On behalf of our Board of Directors, our executive leadership team, and all Avantor associates around the world, I want to thank you for your investment in Avantor. We are pleased to present ourinvite you to attend the 2023 annual proxy statement. Inmeeting of stockholders that will be held virtually on May 11, 2023, at 11:00 AM Eastern Time.
During the three years sincemeeting, we completed our IPO, Avantor has been setting science in motionwill review developments during the prior year, and you will have the opportunity to create a better world. We are a trusted partner to our customersask questions and vote on matters outlined in the life sciencesaccompanying Notice of Annual Meeting and Proxy Statement.
The annual meeting will mark the end of my first year as Chairman of the Board, and the advanced technologiescompletion of the first year in which all directors were elected by our stockholders, as we transitioned from a staggered board. Our independent Board of Directors brings a broad range of expertise, experience and applied materials industries.diversity, all of which collectively guide the company’s growth path.
Our teams around the globe work hand-in-hand with the world’s leading researchersexecutive management and scientistsBoard of Directors greatly values and regularly solicits feedback from our stockholders, customers and others. This past year, we sought input from a broad spectrum of investors and other stakeholders to help find comprehensive solutionsinform our thinking as we continue to someevolve our plans to fully capture the compelling growth opportunities ahead of us, while navigating the most complex challenges in therapyshorter-term macro and vaccine development.COVID-19-related headwinds.
Over the past year, the company continued to support the critical development and supply of new medicines and vaccines, while making progress on several fronts to further build our sustainable growth platform.
To support customer demand, we expanded our geographic profile, augmented our manufacturing capabilities, and launched multiple new products. We keep life-changing science moving forward by supportingcontinued to expand our customers in virtually all stages ofbioproduction offerings through the most important full development cycle from early-stage
research to scale-up and manufacturing activities. Avantor is there every step of the way.
In 2021, we closed threecommercialization by building on multiple new collaborations. Importantly, our recent acquisitions which collectively increased our capacity to meet growing global demand in bioprocessing, strengthened our offering across all bioproduction platforms, created a differentiated end-to-end fluid management solution andhave meaningfully expanded our global footprint. In 2021,capabilities across important and accelerating end markets, and we are focused on capitalizing on the commercial synergies enabled by these new technologies.
We have also made significant capital investmentscontinued to support our growth in biopharma and expand capacity for our process ingredients and excipients.
As a global leader in life sciences, we recognize our responsibility to embedmake important progress embedding sound environmental, social and governance practices into our business. We are committed to creating value for allprogressing well towards our stakeholders through our Science for Goodness sustainability platform. In 2021, we announced an initial set of ESGpublished climate goals and published our first full Sustainability Report.increasing diverse representation in leadership roles. We are committedholding ourselves accountable and have incorporated diversity and greenhouse gas emission measures into our executive pay practices. I encourage you to buildingread more about these efforts in our annual sustainability report, which will be available in late May on this strong foundationwww.avantorsciences.com.
Avantor has a compelling mission and ensuringstrategy that asremains critical to enabling advances in science and new therapies for patients. As we look ahead, our company continues to grow,experienced management team, in collaboration with our Board of Directors, will continue to focus on strong execution to generate sustainable growth and executive leadership team continue shaping a strong culture aligned to our valuesstockholder value. Your feedback is valued, and governing principles.
It has been an honor serving as Board Chairman of Avantor for the past eleven years, and it is with mixed emotions that I am retiring at the end of my current term and will not stand for re-election at the 2022 Annual Meeting of Stockholders. I am proud of the positive impact that the company has had on each of its stakeholders and the value it has generated and am pleased to be able to pass the role of Chairman to our current lead independent director, Jonathan Peacock. I truly believe that, with a superb management team and Board and its compelling mission, Avantor is well-positioned for continued success.
Rajiv Gupta
Chairman
MESSAGE FROM
OUR LEAD INDEPENDENT DIRECTOR
On behalf of the independent directors, our executive leadership team and all of our associates around the world, we are pleased to invite you to the 2022 annual meeting of stockholders to be held on May 12, 2022 at 11:00 a.m. Eastern Time. At the meeting, stockholders will vote on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement. We will also review the Company’s major 2021 developments and answer your questions about our business.
As previously announced, our current Chairman, Rajiv Gupta, will be retiring from the Board at the 2022 annual meeting.
On behalf of the Board, I want to thank Raj for his dedication to Avantor and his deep commitment to strong corporate governance. Raj has worked tirelessly in helping to build Avantor into a global life sciences leader.
Under Raj’s guidance, we have an engaged, diverse and independent Board that has a broad range of backgrounds, experiences, and fit-for-purpose skills. The refreshment of your Board continued in 2021 with the addition of four new directors. This Board rejuvenation builds upon the governance enhancements we have enacted in recent years, including changes to our Certificate of Incorporation, Bylaws and Corporate Governance Guidelines that were adopted in 2021 to increase stockholder engagement and director accountability. With the elimination of our classified board structure, 2022 marks the first year that the election of all directors, for one-year terms, will be submitted to stockholders for their vote.
Your vote is very important. Whether or not you plan to attend virtually, weWe encourage you to sign and return your proxy card or use telephone orand Internet voting prior to the meeting, so that your shares of common stock will be represented and voted at the meeting. If you virtually attend the meeting, you may revoke your proxy and vote in person.
On behalf of our management team and Board of Directors, and management team, thank you for your continued trust in Avantor and your investment in our business.you.
Jonathan Peacock
Lead Independent DirectorChairman
Notice of 20222023 Annual Meeting of Stockholders
| Thursday, May | Online Virtual Meeting at | |
| 11:00 a.m. Eastern Time | www.virtualshareholdermeeting.com/ | |
VIRTUAL STOCKHOLDERS MEETING
The Annual Meeting of Stockholders (“Annual Meeting”) of Avantor, Inc. (“Avantor” or the “Company”) will be held on Thursday, May 12, 202211, 2023 at 11:00 a.m. Eastern Time. This year’s Annual Meeting will be a completely “virtual meeting”,meeting,” conducted via live audio webcast on the Internet. Stockholders will be able to listen to and participate in the meeting online, vote their shares electronically and submit questions during the meeting live by visiting www.virtualshareholdermeeting.com/AVTR2022.AVTR2023. Participants will need the 16-digit control number included on their Notice of Internet Availability or proxy card to gain access to the meeting. Stockholders of record of Avantor common stock at the close of business on March 18, 202217, 2023 are entitled to vote online during the meeting. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/AVTR2022AVTR2023 when you enter your 16-Digit Control Number. You have received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares at the 20222023 Annual Meeting of Stockholders.
The purposes of the meeting are:
| 1. | to elect the ten directors named in this |
| 2. | to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for |
| 3. | to approve, on an advisory basis, named executive officer compensation; |
| 4. | to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting. Whether or not you plan to attend via live audio webcast, we hope you will vote as soon as possible. Your proxy materials include instructions on how to vote, including by Internet. If you hold your shares through a brokerage firm, bank, or other similar entity, please follow their instructions.
On behalf of Avantor’s Board of Directors,
Justin M. Miller
Executive Vice President, General Counsel and Secretary
This Notice of Annual Meeting and Proxy Statement, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 20212022, were first made available to stockholders on or about April 1, 2022.March 31, 2023.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 12, 2022:11, 2023: This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.
Table of Contents
This summary highlights information contained elsewhere in this proxy statement.Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire proxy statementProxy Statement and Avantor’s 20212022 Annual Report on Form 10-K before voting.
20222023 ANNUAL MEETING OF STOCKHOLDERS
Time and Date: | 11:00 a.m. Eastern | |
Location: | Online “virtual meeting” at www.virtualshareholdermeeting.com/ | |
Record Date: | March | |
Voting: | Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
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HOW TO CAST YOUR VOTE
Your vote is important! Please cast your vote and play a part in the future of Avantor. You may vote using any one of the following methods. In all cases, you should have your 16-Digit Control Number from your Notice of Internet Availability or proxy card available and follow the instructions.
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Internet Before the Annual Meeting at www.proxyvote.com | calling 1-800-690-6903 toll-free from the U.S. or Canada | return the signed proxy card | Virtual Meeting only if you an eligible stockholder | |||
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you.
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Web links throughout this document are provided for convenience only, and the content on the referenced website does not constitute a part of this Proxy Statement.
MEETING AGENDA AND VOTING RECOMMENDATIONS
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| Board vote recommendation | Page reference (for more detail) | ||||
Item 1 – | Election of Each of the | ✓FOR Each Nominee | ||||
Item 2 – | Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for | ✓FOR | 31 | |||
Item 3 – | Advisory Approval of Named Executive Officer Compensation | ✓FOR | 34 | |||
 |
PERFORMANCE HIGHLIGHTS
Avantor’s role in enabling scientific breakthroughs has never been more important. Supporting14,500 associates are focused on our customers from discovery to delivery is how we setmission of setting science in motion to create a better world. Our proven business modelEvery day, we are supporting our customers, from scientific discovery and our abilitydevelopment to execute, enableddelivery. We are proud of the critical role that Avantor serves in enabling scientific breakthroughs, working side by side with scientists to address some of the Avantor Business System, created value for our stockholders in 2021. This performance was driven by more than 13,500 passionate Avantor associates relentlessly advancing life-changing science.greatest challenges and opportunities.
FINANCIAL HIGHLIGHTS
See Appendix A for information about our non-GAAP financial measurements, including reconciliations to the most directly comparable GAAP-based financial measurements.
|
| FY22 | FY21 | ||||||
REVENUE ($M) | $ | 7,512 | $ | 7,386 | ||||
ADJUSTED EBITDA ($M)* | $ | 1,571 | $ | 1,459 | ||||
ADJUSTED EPS* | $ | 1.41 | $ | 1.41 | ||||
FREE CASH FLOW ($M)* | $ | 710 | $ | 920 | ||||
| * | See Appendix A for information about these non-GAAP financial measurements, including reconciliations to the most directly comparable GAAP-based financial measurements. |
| 2 | |
STRATEGIC INITIATIVES
In 2021,2022, we completed severalcontinued executing on our growth plan including investments to enhance our portfolio of proprietary offerings and support our continued growth. M&A was prominent as we deployed more than $4 billion to close three acquisitions that strengthened our offerings for life science research, bioproduction, and healthcare.offerings. We also completed several supply chain investments to increase manufacturing capacity and expand our footprint to better serve growing customer demand. Innovation plays an integral role for us and we leveraged the Avantor Business System to enhance the impact on growth from our investments insupport new product introductions.introductions and meet customer demand, which expanded our geographic footprint and manufacturing capacity.
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STOCKHOLDER ENGAGEMENT HIGHLIGHTS
CORPORATE GOVERNANCE HIGHLIGHTS
The Company is committed to good corporate governance, which we believe is important to the success of our business and in advancing stockholder interests.
Corporate Governance Highlights include:
Separate Chairman and CEO roles |
Board Members are independent | Regular Executive Sessions of Independent Directors | Risk Oversight by the Full Board and its Committees |
Annual Board and Committee Self-Evaluations | Policies Prohibiting Short Sales, Hedging, Margin Accounts and Pledging of stock by Directors and Officers | No classified board |
Proxy access for stockholders | Majority voting standard in uncontested elections of directors and a resignation policy applicable to incumbent directors not receiving the requisite vote | 20% threshold for stockholders to call a special meeting |
Our corporate governance practices are described in greater detail in the “Corporate Governance” section.
| 4 | |
BOARD NOMINEES
Avantor’s Board of Directors has twelve members and, as a result of the retirement of Rajiv Gupta, following the Annual Meeting, will have eleventen members. All director nominees currently serve on the Board and will be elected for a one-year term expiring at the next annual meeting of stockholders.
The following table provides summary information about each director nominee standing for re-election at the Annual Meeting.
Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | Age | Director Since | Principal Occupation | Independent | Committee Memberships | ||||||||||||||||||||||
Juan Andres | 57 | 2019 | Chief Technology Operations and Quality Officer, Moderna, Inc. | Yes | Audit & Finance | 58 | 2019 | President, Strategic Partnerships and Enterprise Expansion, Moderna, Inc. | Yes | Audit & Finance | ||||||||||||||||||||||
John Carethers, M.D. | 58 | 2021 | Professor and Chair of Internal Medicine, University of Michigan | Yes | Nominating & Governance | 59 | 2021 | Vice Chancellor Health Science, University of California San Diego | Yes | Nominating & Governance | ||||||||||||||||||||||
Matthew Holt | 45 | 2010 | Managing Director and President, Private Equity, New Mountain Capital, LLC | Yes | Compensation & Human Resources (Chair) | |||||||||||||||||||||||||||
Lan Kang | 53 | 2021 | Managing Director, CBC Group | Yes | Audit & Finance | 54 | 2021 | Managing Director, CBC Group | Yes | Compensation & Human Resources | ||||||||||||||||||||||
Joseph Massaro | 52 | 2021 | Chief Financial Officer and Senior Vice President, Business Operations, Aptiv, Inc. | Yes | Audit & Finance (Chair) | 53 | 2021 | Chief Financial Officer and Senior Vice President, Business Operations, Aptiv PLC | Yes | Audit & Finance (Chair) | ||||||||||||||||||||||
Mala Murthy | 58 | 2021 | Chief Financial Officer, Teladoc Health, Inc. | Yes | Audit & Finance | 59 | 2021 | Chief Financial Officer, Teladoc Health, Inc. | Yes | Audit & Finance | ||||||||||||||||||||||
Jonathan Peacock | 64 | 2017 | Retired Corporate Executive including CFO at Amgen Inc. and Novartis Pharm AG | Yes | Nominating & Governance | 65 | 2017 | Retired Corporate Executive including CFO at Amgen Inc. and Novartis Pharma AG | Yes | Nominating & Governance | ||||||||||||||||||||||
Michael Severino, M.D. | 56 | 2020 | Vice Chairman & President, AbbVie, Inc. | Yes | Audit & Finance Compensation & Human Resources | 57 | 2020 | Chief Executive Officer, Tessera Therapeutics | Yes | Compensation & Human Resources (Chair) | ||||||||||||||||||||||
Christi Shaw | 55 | 2018 | Chief Executive Officer, Kite, a Gilead Company | Yes | Compensation & Human Resources Nominating & Governance | 56 | 2018 | Former Chief Executive Officer, Kite, a Gilead Company | Yes | Compensation & Human Resources Nominating & Governance | ||||||||||||||||||||||
Michael Stubblefield | 49 | 2014 | President and Chief Executive Officer, Avantor, Inc. | No |
| 50 | 2014 | President and Chief Executive Officer, Avantor, Inc. | No |
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Gregory Summe | 65 | 2020 | Managing Partner, Glen Capital Partners | Yes | Compensation & Human Resources Nominating & Governance (Chair) | 66 | 2020 | Managing Partner, Glen Capital Partners | Yes | Compensation & Human Resources Nominating & Governance (Chair) | ||||||||||||||||||||||
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SUSTAINABILITY HIGHLIGHTS
As a global industry leader, we recognize our abilityresponsibility to create a positive impact for our associates, customers, suppliers, stockholders and communities. Throughout 2021,2022, we advanced our environmental, social and governance (ESG) strategy across our four pillars.
PILLAR | GOAL | SPOTLIGHTS ON PROGRESS | ||
| • Increase management
• Achieve top health & safety | •
• Set and achieved aggressive
• Piloted Career Accelerator and Leadership Academies to support diverse associates currently in, or seeking, leadership roles. • Established partnerships with diverse recruitment partners to drive more diverse candidate pools, including hosting job fairs geared towards veterans and employing a tool to eliminate social bias in job posts, resulting in increased diverse candidates.
• • Achieved Total recordable incident rate (TRIR) of 0.40, placing us in the top quartile for | ||
| • Reduce operational greenhouse gas (GHG) emissions by 15% by | •
• | ||
| • Improve global access to STEM education and healthcare.
• Increase associate volunteer | • • In 2022, Avantor Foundation donated more than $1 million to support greater access to healthcare and advance STEM
•
•
| ||
| • Launch Avantor Responsible Supplier | •
• | ||
| 6 | |
EXECUTIVE COMPENSATION HIGHLIGHTS
As part of its annual review of ourOur Compensation Objectives
Avantor’s executive compensation program,is designed to support the Compensationlongevity and Human Resources Committee confirmed several long-standing Avantor compensation policiesstability of the company by driving long-term business outcomes and practicespromoting strong governance practices. This is done by linking individual pay with Avantor’s performance on a diverse set of measures, including financial and adopted certain new policiescorporate strategic goals. In 2022, these goals included employee representation and practices to further align our executive compensation program with stockholder interests.reduction in greenhouse gas emissions.
Our executive compensation practices include the following, each of which the Compensation and Human Resources Committee believes reinforces our executive compensation objectives:
 |  | |||
✓ Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance
✓ Long-term objectives aligned with the creation of stockholder value
✓ Market comparison of executive compensation against a relevant peer group
✓ Robust stock ownership guidelines
✓ Use of an independent compensation consultant reporting directly to the Compensation and Human Resources Committee
✓ Compensation recovery (“clawback”) policy for our annual cash-based incentive and |
| × No hedging or short sales of Company stock, or pledging of Company stock
×
× No excessive cash severance benefits upon a change of control
× No excessive perquisites or benefits to executives
× No repricing of underwater stock options under our long-term incentive plan
× No tax gross-ups of perquisites or 280G excise taxes (except as applicable to management employees generally in connection with relocation or expatriate assignments)
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2021 Named Executive OfficerOur Compensation Mix
The following table reflectsAll senior executives have a large portion of compensation awardedthat is variable and covers annual and multi-year performance periods. Long-term awards are designed to align executives with Avantor’s long-term performance using performance-based equity in the Company’s named executive officers in 2021. See Compensation Discussionform of Performance Stock Units, Stock Options, and Analysis beginning on page 35 for more details, including information regarding 2020 and 2019 compensation, as well as footnotes.Restricted Stock Units.
Name and Principal Position | Salary ($) | Bonus ($) | Stock ($) | Option ($) | Non-Equity Incentive Plan Compensation ($) | Change in ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
Michael Stubblefield Director, President and Chief Executive Officer | 1,085,000 | — | 6,633,149 | 2,000,000 | 3,523,212 | 5,342 | 14,210 | 13,260,913 | ||||||||||||||||||||||||
Thomas Szlosek Executive Vice President and | 600,000 | — | 1,492,479 | 449,998 | 1,771,200 | 5,592 | 16,674 | 4,335,943 | ||||||||||||||||||||||||
Frederic Vanderhaegen Executive Vice President Americas & Europe | 579,674 | — | | 1,492,479 | | 449,998 | 962,718 | — | 80,238 | 3,565,108 | ||||||||||||||||||||||
Gerard Brophy Executive Vice President Biopharma Production | 513,462 | — | | 1,492,479 | | 449,998 | 862,406 | 5,557 | 15,018 | 3,338,920 | ||||||||||||||||||||||
Sheri Lewis Executive Vice President, | 469,519 | 250,000 | 1,243,687 | 375,000 | 560,880 | — | 14,887 | 2,913,973 | ||||||||||||||||||||||||
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2022 Named Executive Officer Compensation
The following table reflects compensation awarded to the Company’s named executive officers in 2022. See Compensation Discussion and Analysis beginning on page 35 for more details, including information regarding 2021 and 2020 compensation, as well as footnotes.
Name and Principal Position | Salary ($) | Bonus ($) | Stock ($) | Option ($) | Non-Equity Incentive Plan Compensation ($) | Change in ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
Michael Stubblefield Director, President and Chief Executive Officer | 1,127,308 | — | 7,371,470 | 2,313,486 | — | — | 19,502 | 10,831,766 | ||||||||||||||||||||||||
Thomas Szlosek Executive Vice President and | 600,000 | — | 1,753,183 | 550,255 | — | 3,784 | 16,586 | 2,923,808 | ||||||||||||||||||||||||
Frederic Vanderhaegen Executive Vice President Europe | 577,652 | — | 1,593,803 | 500,229 | — | — | 88,467 | 2,760,151 | ||||||||||||||||||||||||
Gerard Brophy Executive Vice President Biopharma Production | 563,462 | — | 1,593,803 | 500,229 | — | 3,120 | 16,006 | 2,676,620 | ||||||||||||||||||||||||
Sheri Lewis Executive Vice President, | 475,000 | — | 1,036,025 | 325,101 | — | — | 15,618 | 1,851,744 | ||||||||||||||||||||||||
| 8 2023 Proxy Statement | |
The number of authorized directors is currently twelve and may be changed by resolution of our Board of Directors. At this Annual Meeting, all directors will be elected for a one-year term expiring at the next annual meeting of stockholders.
Rajiv Gupta, the current Chairman and director, has decided not to stand for re-election. The Company is sincerely grateful for Mr. Gupta’s years of service. If re-elected Jonathan Peacock, our current Lead Independent Director, will succeed Mr. Gupta as our Chairman.
The biographies below describe the business experience of each director nominee standing for re-election. Following the biographical information for each director nominee, we have listed the specific experience and qualifications of that nominee that strengthen the Board of Directors’ collective qualifications, skills and experience.
In considering each director nominee for election at the Annual Meeting, the Nominating and Governance Committee assessed the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each board member’s biographical information and the Director Skills Matrix set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.
The Board expects that each of the nominees listed below will be available for election as a director. However, if one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for any substitute nominees as the Board may nominate. If a nominee is not available for election or is otherwise unable to serve as a director, the Board may reduce its size or choose a substitute nominee.
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The Board of Directors unanimously recommends a vote “FOR” the election of each of the directors listed below to the Board for a one-year term expiring in |
 |
| 2023 Proxy Statement 9 |
Our directors possess relevant skills and experience that contribute to a well-functioning Board that effectively oversees our strategy and management.
Director Nominee Skills and Experience | Andres | Carethers | Summe | |||||||||||||||||||||
Board leadership as a board chair, lead director or committee chair equips directors to lead our Board and its Committees |
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| ✓ |
| ✓ |
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| ✓ | ||||||||||||||
Financial expertise as a finance executive or CEO brings valuable experience to the Board and our management team |
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| ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
M&A/Transactional experience helps the Board and our management team assess acquisition opportunities consistent with our strategic priorities and long-range plans |
|
| ✓ | ✓ | ✓ | ✓ | ✓ |
| ✓ | ✓ | ||||||||||||||
Operations experience increases the Board’s understanding of our manufacturing operations, services opportunities and distribution footprint | ✓ | ✓ |
| ✓ |
| ✓ |
| ✓ | ✓ | ✓ | ||||||||||||||
Regulatory/legal/public policyexperience helps the Board assess and respond to an evolving business and healthcare regulatory environment | ✓ | ✓ |
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| ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
International experience brings critical insights into the opportunities and risks of our international businesses | ✓ |
| ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
Digital/Cybersecurity experience increases the board’s awareness of advances in technology, cybersecurity and information systems management | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||
| 10 2023 Proxy Statement | |
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DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 20232024
Juan Andres | ||
Director since: 2019
Age:
Committees: • Audit & Finance
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Mr. Andres has served on our Board since September 2019 and is currently a member of the Audit and Finance Committee. Until May 2023 when he retires, Mr. Andres is the
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Experience and Qualifications Mr. Andres’ extensive experience in pharmaceutical manufacturing, supply chain and technical research, along
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John Carethers, M.D. | ||
Director since: 2021
Age:
Committees: • Nominating & Governance
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Dr. Carethers has served on our Board since July 2021 and is currently a member of the Nominating & Governance Committee. He is the Vice Chancellor for Health Sciences at the University of California San Diego, a position he has held since January 2023. In this role, he leads the School of Medicine, Skaggs School of Pharmacy and Pharmaceutical Sciences, The Herbert Wertheim School of Public Health and Human Longevity Science, and UC San Diego Health. Previously, Dr. Carethers served as the John G. Searle Professor and Chair of the Department of Internal Medicine at the University of Michigan Medical School based in Ann Arbor, Michigan,
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Experience and Qualifications Dr. Carethers’ senior leadership experience at a medical college and extensive research experience in familial cancer syndromes, including tumor genetics, DNA mismatch repair, and colorectal cancer disparities, along with his independence, make him a valuable member of our Board.
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| 2023 Proxy Statement 11 |
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Lan Kang | ||
Director since: 2021
Age:
Committees: •
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Ms. Kang has served on our Board since 2021 and is currently a member of the
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Experience and Qualifications Ms. Kang’s extensive experience in healthcare and biopharma, senior leadership experience, including as a chief human resources officer, current and past experience as a board member at other companies and her expertise in finance, strategy, international business transactions, along with her independence, make her a valuable member of our Board.
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Joseph Massaro | ||
Director since: 2021
Age:
Committees: • Audit & Finance (Chair)
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Mr. Massaro has served on our Board since 2021 and is Chair of the Audit & Finance Committee. Mr. Massaro currently serves as Chief Financial Officer and Senior Vice President, Business Operations for Aptiv
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Experience and Qualifications Mr. Massaro’s senior leadership experience, including as a
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| 12 2023 Proxy Statement | |
Mala Murthy | ||
Director since: 2021
Age:
Committees: • Audit & Finance
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Ms. Murthy has served on our Board since 2021 and is a member of the Audit & Finance Committee. Ms. Murthy currently serves as the Chief Financial Officer for Teladoc Health, Inc., a position she has held since June 2019. Prior to that, Ms. Murthy held several senior executive positions at American Express, most recently as Chief Financial Officer of the Global Commercial Services segment. She also previously served in various leadership positions with PepsiCo, leading high growth business units. Ms. Murthy earned an MBA from the India Institute of Management, a master’s degree in public and private management from Yale School of Management, and a bachelor’s degree in computer science and engineering from Jadavpur University in India.
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Experience and Qualifications Ms. Murthy’s senior leadership experience, including as a
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Jonathan Peacock | ||
Director since: 2017
Age:
Committees: • Nominating & Governance
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Mr. Peacock
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Experience and Qualifications Mr. Peacock’s prior senior leadership experience at several companies, including as chief executive officer and
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| 2023 Proxy Statement 13 |
Michael Severino, M.D. | ||
Director since: 2020
Age:
Committees:
• Compensation & Human Resources
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Dr. Severino has served on our Board since April 2020 and is a
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Experience and Qualifications Dr. Severino’s extensive experience in research and development and corporate strategy for leading companies focused on developing life-saving therapies for patients, along with his independence, makes him a valuable member of our
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Christi Shaw | ||
Director since: 2018
Age:
Committees: • Compensation & Human Resources • Nominating & Governance
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Ms. Shaw has served on our board since November 2018 and is a member of the Compensation & Human Resources Committee and the Nominating & Governance Committee. Most recently, Ms. Shaw
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Experience and Qualifications Ms. Shaw’s extensive senior leadership experience within the healthcare industry and service as a
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| 14 2023 Proxy Statement | |
Michael Stubblefield | ||
Director since: 2014
Age:
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Mr. Stubblefield became our President and Chief Executive Officer in 2014. In addition, Mr. Stubblefield also serves as a Director. Prior to joining us, Mr. Stubblefield was a Senior Expert for the Chemicals Practice of McKinsey & Company, a management consulting firm, from 2013 to 2014. Previously, he held a variety of leadership roles at Celanese Corporation, a technology and specialty materials company, from 1994 to 2012. Mr. Stubblefield serves on the board of directors and as a member of the Audit Committee of Ingersoll Rand Inc. Mr. Stubblefield holds a B.S. in Chemical Engineering from the University of Utah, as well as an M.B.A. from Texas A&M University-Corpus Christi.
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Experience and Qualifications Mr. Stubblefield’s leadership role and extensive knowledge of our business, strategy and industry on an international basis make him a valuable member of our Board.
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Gregory Summe | ||
Director since: 2020
Age:
Committees: • Nominating & Governance (Chair) • Compensation & Human Resources
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Mr. Summe has served on our Board since May 2020 and is Chair of the Nominating & Governance Committee and a member of the Compensation & Human Resources Committee. Mr. Summe is the Managing Partner of Glen Capital Partners, an investment fund. He also serves on the board of directors of the State Street Corporation, Virgin Orbit Holdings, Inc., and NXP Semiconductors NV. Previously, he was the Co-founder of NextGen Acquisition Corp I & II and the Managing Director and Vice Chairman of Global Buyout at The Carlyle Group. He also spent 11 years as the Chairman and Chief Executive Officer of PerkinElmer. Before PerkinElmer, Mr. Summe was with AlliedSignal, now Honeywell International, serving as the President of General Aviation Avionics, President of the Aerospace Engines Group and President of the Automotive Products Group. Mr. Summe holds an MBA with distinction from The Wharton School of the University of Pennsylvania, a master’s degree in electrical engineering from University of Cincinnati and a bachelor’s degree in electrical engineering from University of Kentucky. He is in the Hall of Distinction at the University of Kentucky.
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Experience and Qualifications Mr. Summe’s extensive leadership experience in key industries, including life sciences and applied materials, along with his independence, make him a valuable member of our Board.
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Our success is built on the trust we have earned from our customers, suppliers, distributors, associates, business partners and investors, and trust sustains our success. Part of this trust stems from our commitment to good corporate governance. The framework for our governance practices is found in our Corporate Governance Guidelines, which outline the operating principles of our Board of Directors and the composition and working processes of our Board and its committees. The Nominating and Governance Committee periodically reviews our Corporate Governance Guidelines and developments in corporate governance and will sometimesperiodically recommend proposed changes to the Board for approval.
In addition to the Corporate Governance Guidelines and the other policies and procedures described in this section, we highlight below certain of our corporate governance practices and recent enhancements to our governance documents:
Board Membership and Participation
| ✓ | Directors are expected to spend the time needed and meet as often as necessary to discharge their responsibilities properly. |
| ✓ | It is expected that no director will serve on more than five public company boards (including Avantor’s Board). |
| ✓ | It is expected that no member of the Audit and Finance Committee will serve on more than three public company Audit |
| ✓ | Directors who also serve as executive officers or in equivalent positions generally should not serve on more than two public company boards (including Avantor’s Board). |
Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging
Our Insider Trading Policy contains restrictions applying to all directors, officers and employees that, among other things:
| ✓ | prohibit short sales of Avantor securities and derivative or speculative transactions in Avantor securities; |
| ✓ | prohibit the use of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Avantor securities; and |
| ✓ | prohibit holding Avantor securities in margin accounts or pledging Avantor securities as collateral for a loan. |
Robust Stockholders Rights
| ✓ | Directors |
| ✓ | Each stockholder, or a group of up to 20 stockholders, that has continuously owned for three years at least 3% of our outstanding common shares, may nominate and include in the annual meeting proxy materials up to the greater of two directors or 20% of the number of directors serving on the Board, if the stockholder(s) and the nominee(s) meet the requirements specified in our |
| ✓ | The Company does not have a poison pill, and “declawed” the Company’s preferred stock such that it would not be used, without seeking stockholder approval, in connection with a poison pill. |
Recent Changes Approved by Stockholders at the 2021 Annual Meeting of Stockholders
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| ✓ |
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| ✓ | Stockholders of record who own common shares representing at least 20% of the relevant voting power continuously for at least one year can call a special meeting of stockholders, provided that the stockholders satisfy specified requirements. |
| 16 | |
THE STRUCTURE AND ROLE OF THE BOARD OF DIRECTORS
Board Leadership Structure
The Company’s Board is led by Jonathan Peacock, a non-executive Chairman. As announced earlier this year, our current Chairman, Mr. Gupta, is retiring at the end of his current term and is being replaced by Mr. Peacock. The Board believes that it is in the best interest of the Company and its stockholders for Mr. Peacock who served as our Lead Independent Director, to nowcontinue to serve as Chairman of the Board. Mr. Peacock possesses significant knowledge and experience in our industry and a deep understanding of Avantor’s strategic objectives, all of which will continue to benefit the Company during the year ahead. We believe that having an independent, non-executive Chairman emphasizes the importance of the Board’s objectivity and independence from management and best promotes the effective functioning of the Board’s oversight role. Mr. Peacock’s responsibility is to ensure that our Board functions properly and to work with our President and Chief Executive Officer to set the Board’s agenda. We expect him to facilitate communications among our directors and between the Board and senior management. While Mr. Peacock provides independent leadership, he also works closely with our Chief Executive Officer to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance.
Although we believe that the separation of the Chairman and Chief Executive Officer positions is appropriate corporate governance for us at this time, our Board believes that the Company and stockholders are best served by maintaining flexibility to determine whether and when the Chairperson and CEO positions should be separate or combined to provide the appropriate leadership.
The Board’s Oversight of Strategy
The Board is deeply engaged and involved in overseeing the Company’s long-range strategy, including evaluating key market opportunities, customer and supplier trends, and competitive developments. This also includes aspects of our ESG initiatives that relate to our strategy. The Board’s oversight of risk is another integral component of the Board’s oversight and engagement on strategic matters. Strategy-related matters are regularly discussed at board meetings and, when relevant, at Committee meetings. We also dedicate at least one board meeting every year to an even more intensive review and discussion of the Company’s strategic plan. Matters of strategy also inform committee-level discussions of many issues, including enterprise risk. Engagement of the Board on these issues and other matters of strategic importance continues in between meetings, including through updates to the Board on significant items and discussions between the CEO and our Chairman on a periodic basis. Each director is expected to and does bring to bear their own talents, insights, and experiences to these strategy discussions.
| 2023 Proxy Statement 17 |
The Board’s Role in Risk Oversight
While senior management has primary responsibility for managing risk, the Board has responsibility for risk oversight with specific risk areas delegated to relevant Board committees who report on their deliberations to the full Board. The specific risk areas of focus for the Board and each of its committees are summarized below.
Board/Committee | Primary Areas of Risk Oversight | |
Full Board | • Oversee the Company’s risk governance framework, including an enterprise-wide culture that supports appropriate risk awareness and the identification, escalation, and appropriate management of risk • Integrity, ethics, and compliance with its Code of Ethics and Conduct • General strategic and commercial risks • M&A transactions, including execution and integration, and the M&A competitive landscape • Legal risks such as those arising from litigation, environmental, and intellectual property matters | |
Audit and Finance Committee | • Oversee and coordinate with the Company’s internal and external auditors • Accounting, controls and financial disclosure • Oversee the Company’s Enterprise Risk Management (ERM) program • Cybersecurity risk, including our information security framework, threat assessment, response readiness and training efforts • Tax and liquidity management | |
Compensation and Human Resources Committee | • Compensation structure and programs • CEO succession planning • DE&I initiatives • Recruitment and retention of talent • Workplace culture • Workplace health, safety and well-being | |
Nominating and Governance Committee | • Governance structures and processes • Board organization, independence and structure • Board succession and effectiveness • Oversee the Company’s ESG initiatives | |
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Enterprise Risk Management
The Board uses the ERM program as a key tool for understanding the inherent risks facing Avantor and assessing whether management’s processes, procedures and practices for mitigating those risks are effective. The ERM assessment deployedis led by management isour executive leadership team and based on an enterprise-wide “top down” and “bottom up” view of commercial, strategic, legal, compliance, human capital, cyber, and reputational risks and strategies for mitigating those risks. In 2021,2022, the ERM program included consideration of risks in 10nine distinct risk categories and 3017 key risks overall. Each risk was the subject of an intensive risk workshop ledand those deemed to be the highest risk are receiving additional ongoing oversight by a global risk owner and attended by multi-functional teams of Avantor associates. The Company’s Risk Committee performed a rigorous review of the work completed in each risk category and for all 30 individual risks, resulting in an overall risk score and an assessment of our current capabilities in managing top risks.executive team
Both the Audit and Finance Committee and the Board review the results of the annual ERM assessment. During the reviews, Avantor’s General Counsel and Chief Accounting Officer jointlyand General Counsel present the results of the ERM assessment in a manner designed to provide full visibility into the risks facing Avantor and how management is mitigating those risks, thereby enabling the Board to effectively exercise its oversight function. To facilitate continued monitoring and oversight by the Board, key risk areas identified during the ERM process and management’s associated mitigation activities become part of Board and/or committee meeting agendas for the following year.
| 18 2023 Proxy Statement | |
Risk in focus: Cybersecurity | ||
Avantor is committed to protecting our business operations and data from cybersecurity threats and has implemented a comprehensive and adaptable approach based on leading industry standards outlined by the National Institute of Standards and Technology (NIST). Essential components of our cybersecurity program:
| ✓ | Information Security is supported by Avantor leadership, led by the Chief Information Security Officer, and managed by a team of experienced professionals within our Information Security and Risk Management (ISRM) department. |
| ✓ | Enterprise-wide information security policies, processes and standards that set the requirements around acceptable use, risk assessment and management, identity and access management, data security, security operations, security incident response and threat and vulnerability management. |
| ✓ | Regular reviews and updates to ensure effective security threat protection of our systems and data. |
| ✓ | Regular enterprise-wide awareness events and activities, such as annual associate training, periodic phishing simulations, and supplemental training to help associates stay up to date with the current threats. |
| ✓ | Proactive measures to help identify and manage risks to the systems and data by proactively managing vulnerabilities via our vulnerability management program and engagement with external cybersecurity experts to assess the effectiveness of our program and identify areas of improvement. |
| ✓ | Formal updates to the Audit and Finance Committee, as well as needed updates throughout the year. |
Executive Sessions
To ensure free and open discussion and communication among the non-management directors of the Board, the non-management directors meet in executive session at most Board meetings, and the independent directors separately meet in a private session at least once a year that excludes management and directors who have not been determined to be independent.meetings. The lead independent directorchairman will preside at the executive sessions.
Board Meetings and Attendance
Under Avantor’s Corporate Governance Guidelines, all directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and any meeting of stockholders. Directors are encouraged to attend Board meetings and meetings of committees of which they are members in person but may also attend such meetings by telephone or video conference. The Board met 6four times in 2021,2022, including regularly scheduled and special meetings. Each director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2021.2022 except Mr. Andres attended slightly less than 75% of the meetings due to a family medical situation (Mr. Andres attended 69% of the relevant meetings).
Board and Committee Evaluations
The Board of Directors annually assesses the effectiveness of the full Board, the operations of its committees and the contributions of director nominees. The Nominating and Governance Committee oversees the evaluation of the Board as a whole and its committees, as well as individual evaluations of those directors who are being considered for possible re-nomination to the Board.
Director Independence and Independence Determinations
Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a material relationship with us or any of our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with us or any of our subsidiaries).
Our Corporate Governance Guidelines define an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual. In addition, Audit and Finance and Compensation and Human Resources Committee members are subject to the further independence requirements under SEC rules and NYSE listing standards. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.
| 2023 Proxy Statement 19 |
In the event a director has a relationship with our company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition including any relationship described under “Certain Relationships and Related Person Transactions” below, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material.
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The Board has affirmatively determined that each of Juan Andres, John Carethers, Matthew Holt, Lan Kang, Joseph Massaro, Mala Murthy, Jonathan Peacock, Michael Severino, Christi Shaw and Gregory Summe is independent under the guidelines for director independence set forth in our Corporate Governance Guidelines and the applicable NYSE listing standards, including with respect to committee memberships.
Committee Charters and Corporate Governance Guidelines
Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. Our Corporate Governance Guidelines and committee charters are reviewed from time to time by the various Committees and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the Board.
Our Corporate Governance Guidelines, our Audit and Finance, Compensation and Human Resources and Nominating and Governance Committee charters and other corporate governance information are available on the investor relations portion of our website at www.avantorsciences.com under “Investors: Governance.” Any stockholder also may request them in print, without charge, by contacting the Corporate Secretary: Avantor Inc., Corporate Secretary’s Office, Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.
Committees of the Board
There are three standing committees of the Board. The following table sets forth the Board committees, the members of each of the committees as of March 18, 20222023 and the number of times the respective committees met in 2021:2022:
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| Audit and Finance | Compensation and Human Resources | Nominating and Governance | Audit and Finance | Compensation and Human Resources | Nominating and Governance | ||||||
| Juan Andres* | ✓ |
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| ✓ |
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| John Carethers* |
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| ✓ |
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| ✓ | ||||||
| Matthew Holt* |
| Chair |
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| Lan Kang* | ✓ |
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| Lan Kang(1)* |
| ✓ |
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| Joseph Massaro* | Chair |
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| Chair |
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| Mala Murthy* | ✓ |
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| ✓ |
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| Jonathan Peacock* |
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| ✓ | |||||||||
| Jonathan Peacock (Chairman)* |
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| ✓ | |||||||||
| Michael Severino* | ✓ | ✓ |
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| Chair |
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| Christi Shaw* |
| ✓ | ✓ |
| ✓ | ✓ | ||||||
| Gregory Summe* |
| ✓ | Chair |
| ✓ | Chair | ||||||
| Michael Stubblefield |
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| Number of 2021 meetings | 8 | 4 | 5 | |||||||||
| Number of 2022 meetings | 9 | 4 | 4 | |||||||||
| * | Independent Director |
| (1) | Ms. Kang rotated onto our Compensation and Human Resources Committee and off of our Audit and Finance Committee in February 2023. |
Audit and Finance Committee
Our Audit and Finance Committee currently consists of Joseph Massaro, Juan Andres, Lan Kang,and Mala Murthy and Michael Severino, with Joseph Massaro serving as chair.chair and Lan Kang serving as a member until February 2023. Our Audit and Finance Committee is responsible for, among other things:
selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;
| • | selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors; |
assisting the Board of Directors in evaluating the qualifications, performance and independence of our independent auditors;
assisting the Board of Directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;
reviewing the adequacy and effectiveness of our internal control over financial reporting processes;
reviewing with management and our independent auditors our annual and quarterly financial statements;
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
| 20 2023 Proxy Statement | |
| assisting the Board of Directors in evaluating the qualifications, performance and independence of our independent auditors; |
overseeing the Company’s internal audit function;
preparing the audit committee report that the Securities and Exchange Commission (the “SEC”) requires in our annual proxy statement; and
| • | assisting the Board of Directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting; |
| • | reviewing the adequacy and effectiveness of our internal control over financial reporting processes; |
reviewing related-party transactions.
| • | reviewing with management and our independent auditors our annual and quarterly financial statements; |
| • | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; |
| • | overseeing the Company’s internal audit function; |
| • | preparing the audit committee report that the Securities and Exchange Commission (the “SEC”) requires in our annual proxy statement; and |
| • | reviewing related-party transactions. |
All members of the Audit and Finance Committee have been determined to be “independent,” consistent with our auditAudit and financeFinance committee charter, Corporate Governance Guidelines, SEC rules and the NYSE listing standards applicable to boards of directors in general and Audit and Finance Committees in particular. The Board has also determined that each of the members of the auditAudit and financeFinance committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, the Board has determined that each of Messrs.Mr. Massaro and Severino and Ms. Murthy qualifies as an “audit committee financial expert”,expert,” as defined by applicable SEC regulations. No committee member currently sits on more than two other public company audit committees.
Compensation and Human Resources Committee
Our Compensation and Human Resources Committee consists of Matthew Holt, Michael Severino, Lan Kang, Christi Shaw and Gregory Summe, with Matthew HoltMichael Severino serving as chair. The Compensation and Human Resources Committee is responsible for, among other things:
reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determining and approving our CEO’s compensation level based on such evaluation;
| • | reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determining and approving our CEO’s compensation level based on such evaluation; |
reviewing and approving, or making recommendations to the Board of Directors with respect to, the compensation of our other executive officers, including annual base salary, bonus, equity-based incentives and other benefits;
| • | reviewing and approving, or making recommendations to the Board of Directors with respect to, the compensation of our other executive officers, including annual base salary, bonus, equity-based incentives and other benefits; |
reviewing and recommending to our Board of Directors with respect to the compensation of our directors; and
| • | reviewing the Company’s management development and succession planning process; |
| • | reviewing and recommending to our Board of Directors with respect to the compensation of our directors; and |
reviewing and making recommendations with respect to our equity compensation plans.
| • | reviewing and making recommendations with respect to our equity compensation plans. |
The Compensation and Human Resources Committee has sole authority to retain or terminate any compensation consultant or other advisor used to evaluate senior executive compensation and may form and delegate authority to subcommittees when appropriate. The Compensation and Human Resources Committee also approves all engagements and services to be performed by any consultants or advisors to the Compensation and Human Resources Committee. To assist the Compensation and Human Resources Committee in discharging its responsibilities, the Committee has retained an independent compensation consultant—Frederic W. Cook & Company (“FW Cook”). The consultant reports directly to the Compensation and Human Resources Committee. For additional information about the independence of the Compensation and Human Resources Committee’s consultant, refer to “Compensation Discussion and Analysis—Compensation Philosophy & Objectives—How We Make Compensation Decisions—Guidance from the Independent Compensation Consultant.” For more information on the responsibilities and activities of the Compensation and Human Resources Committee, including its processes for determining executive compensation, see the “Executive Compensation—Compensation Discussion and Analysis” section.
All members of the Compensation and Human Resources Committee have been determined to be “independent,” consistent with our Compensation and Human Resources Committee charter, Corporate Governance Guidelines, SEC rules and the NYSE listing standards applicable to boards of directors in general and Compensation and Human Resources Committees in particular. In addition, all members qualify as “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act.
| 2023 Proxy Statement 21 |
Nominating and Governance Committee
Our Nominating and Governance Committee consists of Gregory Summe, John Carethers, Jonathan Peacock and Christi Shaw, with Gregory Summe serving as chair. The Nominating and Governance committee is responsible for, among other matters:
assisting our Board of Directors in identifying prospective director nominees and recommending nominees to the Board of Directors;
overseeing the evaluation of the Board of Directors and management;
identifying best practices and recommending corporate governance principles;
assisting our Board of Directors in identifying prospective director nominees and recommending nominees to the Board of Directors; |
| • | overseeing the evaluation of the Board of Directors and management; |
reviewing developments in corporate governance practices and developing a set of corporate governance guidelines;
recommending members for each committee of our Board of Directors; and
| • | identifying best practices and recommending corporate governance principles; |
| • | reviewing developments in corporate governance practices and developing a set of corporate governance guidelines; |
overseeing sustainability and corporate responsibility, including, ESG
| • | recommending members for each committee of our Board of Directors; and |
| • | overseeing sustainability and corporate responsibility, including ESG. |
COMMUNICATIONS WITH DIRECTORS
The Board of Directors welcomes input and suggestions. Stockholders and other interested parties may communicate with the Board and our Chairman by sending a written communication to the attention of the Company’s Corporate Secretary by mail at Avantor, Inc., Corporate Secretary’s Office, Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.
Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors as appropriate. Any such communication is promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient or recipients. Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that raise grievances that are personal to the sender, communications that relate to the pricing of the Company’s products or services, communications that do not relate directly or indirectly to the Company and communications that are frivolous in nature.
Assess Composition and Determine Priorities
In 2021, theThe Nominating and Governance Committee consideredconsiders the skills and experience outlined in our Director Skills Matrix to determine its priorities in seeking out new director candidates for the continuation of healthy Board refreshment. Specifically, it determined to recruit new directors who would add knowledge in the area of the healthcare regulatory environment, as well as depth in the areas of international business transactions, M&A and financial accounting.
Solicit and Source a Diverse Pool of Candidates
Working with the Chairman of the Board, the Nominating and Governance Committee soughtseeks out a diverse pool of candidates using multiple sources, engaging a third party search firmfirms and receiving input from directors and stakeholders. The third party search firm assisted in identifying director prospects, performed candidate outreach, provided information about candidates and performed other related services.
Candidate Evaluation and Selection
The Nominating and Governance Committee evaluatedevaluates candidates based on its set priorities, and the candidates’ qualifications, including each candidate’s strength of character, judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially with the other members of the Board. A diverse slate of candidates interviewed with the Nominating and Governance Committee and select members of management. Through this process, the Nominating and Governance Committee identified a number ofseeks to identify qualified director candidates who together represented multi-facetedwith experience in the areas of finance, audit, international business transactions, and board level strategy and made a recommendationmakes recommendations to the Board. In addition, Stockholders may nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the Company’s third amended and restated bylaws (“bylaws”).
2021 Board Refreshment
The 2021 additions of Dr. Carethers, Mr. Massaro and Mmes. Kang and Murthy evidence our focus on refreshment, drove a reduction in our average director tenure and further builds on our commitment to our DE&I agenda. Each has proven their ability to add valuable insights to the Company, providing experience from their diverse backgrounds to address the unique challenges facing the Company in 2022 and beyond.
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Proxy Access
In January 2021, the Company amended itsThe Company’s bylaws to include a proxy access provision that allows an eligible stockholder or group of up to 20 eligible stockholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years, to include in the Company’s proxy materials for an annual meeting of stockholders a number of director nominees up to the greater of two directors or 20% of the Board of Directors, provided the stockholders and nominees satisfy the requirements specified in the bylaws.
| 22 2023 Proxy Statement | |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The Board of Directors has adopted a written Related Person Transaction Policy to assist it in reviewing, approving and ratifying transactions with related persons and to assist us in the preparation of related disclosures required by the SEC. This Related Person Transaction Policy supplements our other policies that may apply to transactions with related persons, such as the Corporate Governance Guidelines of the Board and the Code of Ethics and Conduct.
Our Audit and Finance Committee is responsible for the review, approval and ratification of “related person transactions” between us and any related person pursuant to a written Related Party Transaction Policy adopted by our Board of Directors. “Related party transactions” include any transaction by the Company with a company or other entity that employs a “related party,” or in which a “related party” has a material ownership or financial interest. Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. In the course of its review and approval or ratification of a related-person transaction, the Audit and Finance Committee will consider:
the nature of the related person’s interest in the transaction;
| • | the nature of the related person’s interest in the transaction; |
the material terms of the transaction, including the amount involved and type of transaction;
| • | the material terms of the transaction, including the amount involved and type of transaction; |
the importance of the transaction to the related person and to our Company;
| • | the importance of the transaction to the related person and to our Company; |
whether the transaction would impair the judgment of a director or executive officer to act in our best interest and the best interest of our stockholders; and
| • | whether the transaction would impair the judgment of a director or executive officer to act in our best interest and the best interest of our stockholders; and |
| • | any other matters the Audit and Finance Committee deems appropriate. |
any other matters the Audit and Finance Committee deems appropriate.
Each director and officer also completescomplete and signssign a questionnaire at the end of each fiscal year to confirm that there are no material relationships or related person transactions between such individuals and the Company other than those previously disclosed to Avantor. This ensures that all material relationships and related person transactions are identified, reviewed and disclosed in accordance with applicable policies, procedures and regulations.
Any member of the Audit and Finance Committee who is a related person with respect to a transaction under review will not be able to participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.
Arrangements with our directors and officers
We have certain agreements with our directors and officers which are described in the sections entitled “Director Compensation” and “Compensation and Human Resources Committee Report” elsewhere in this proxy statement.
We entered into indemnification agreements with our officers and directors. These agreements and our bylaws will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements will not be exclusive of any other indemnity rights. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, we have been informed that in the opinion of the SEC such indemnification is against public policy and may be unenforceable.
There is currently no pending material litigation or proceeding involving any of our directors for which indemnification is sought.
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In the normal course of business, we purchase services, supplies, and equipment from many suppliers and sell goods and services to many customers. In some instances, these transactions occur with companies with which members of our Board have relationships as executive officers. For transactions entered into during 2021,2022, no related person had or will have a direct or indirect material interest.
| 2023 Proxy Statement 23 |
While not required under the Related Person Transaction Policy, the Board reviewed certain transactionsoverall spending with Kite Pharma, a Gilead company, where Ms. Shaw servesserved as the Chief Executive Officer, AbbVie, Inc., where Dr. Severino servesserved as the Vice Chairman and President, Tessera Therapeutics, where Dr. Severino serves a Chief Executive Officer, Moderna Therapeutics, Inc., where Mr. Andres serves as the Chief Technical OperationsPresident Strategic Partnerships and Quality Officer,Enterprise Expansion, UCB, where Mr. Peacock serves as a director, and the University of Michigan Medical School, where Dr. Carethers servesserved as the Chair of the Department of Internal Medicine.
OurWe are led by our mission to set science in motion to create a better world, and our Science for Goodness sustainability platform Science for Goodness,serves as a lever to help bring this purpose to life. This platform aims to foster an inclusive work environment, promote innovation for a sustainable future, support and strengthen our communities, and add value to Avantor. We are embedding sustainability throughout our business ensuring our everyday actions generate positive impact.
Science for Goodness: Our Approach to Sustainability.
As a global industry leader,In 2022, we recognize our abilitycontinued to create a positive impact for our associates, customers, suppliers and communities. Throughout 2021, we advancedadvance our environmental, social and governance (ESG) strategy across our four pillars — People & Culture, Innovation & Environment, Community Engagement and Governance & Integrity. These pillars are aligned with the following UN Sustainable Development Goals: Good Health & Wellbeing, Quality Education, Industry, Innovation and Infrastructure, Reduced Inequalities, and Responsible Consumption and Production.
We are committed to ensuring that, asOur sustainability commitment is led by our company continues to grow,Executive Leadership Team and Board of Directors, and is driven by our board and executive leadership team continue shaping a strong culture aligned to our values and governance.
global associate population. Our impact and purpose isare centered on four key commitment pillars:
People and Culture |
We empower people to help create a better world |
Innovation and Environment |
Creating a sustainable future with smart solutions |
Community Engagement |
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Taking action to build a better world |
Governance and Integrity | Doing good as one |
People and culture: We empower people to create a better world. Our core values of |
Innovation and environment: |
We recognize that climate change is a global challenge that poses a significant risk to human and environmental health and the way we do business. While relentlessly focusing on advancing life-changing science, Avantor has a shared responsibility and is committed to addressing climate change and other key environmental sustainability issues. In 2021,2022, we announcedmade further progress towards our first environmental sustainability targetgoal to reduce our scope 1 (direct) and scope 2 (indirect) Greenhouse Gas (GHG) emissions by 15% by 2025.1 To achieve this goal, we developed anBuilding on the initial energy and emissions reduction roadmap, we created an Environmental Task Force to invest in energy efficiency and conservation projectsprioritize investments that will optimize our operational processes in addition to loweringand lower our operating emissions. This initial target serves asTo further advance our climate efforts, the first stepping stone onTask Force completed a comprehensive project to map our long-term environmental sustainability journey.Scope 3 emissions.
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Community engagement: |
| 1 | Baseline data reported in metric tons of CO2 equivalents representing 61 sites globally reporting on emissions in 2019. |
| 24 2023 Proxy Statement | |
both financial donations and volunteer time. As pandemic restrictions lifted, Avantor employees across 15 countries participated in expanded volunteer opportunities ranging from the creation of STEM and hygiene kits to panel discussions and mentoring students to encourage and support the next generation of scientists. |
Governance and integrity: We are committed to practicing responsible corporate governance, adhering to best practices, proactively identifying opportunities for process improvement, and elevating valued partnerships, both internally and externally. This commitment encompasses conducting business in full compliance with applicable laws and regulations, maintaining a high degree of internal conduct and communication standards through our Code of Ethics and Conduct and other internal policies, and partnering with over 1,500 diverse suppliers committed to high quality standards. In 2021, we released our Responsible Supplier Code of Conduct, which outlines fundamental sustainability expectations for our suppliers, contractors and non-government organizations. In 2022, we developed and piloted a new Responsible Supplier Program that will be the vehicle to ensure Avantor suppliers are well-positioned to help us meet the sustainability challenges of the future. |
Management and Board Oversight
Avantor’s Executive Leadership Team (ELT),executive leadership team, comprised of Avantor’s CEO, CFO, and executives from across the company, oversee Avantor’s efforts to integrate sustainability and corporate responsibility into Avantor’sour strategic planning, risk management, and reporting. Day-to-day responsibility for Avantor’s ESG Program resides with a cross-functional representation of leaders headed by a newly createdthe Senior Director, Global Sustainability, position, who meet regularly to review progress and provide recommendations to the ELT.executive team.
At the Board level, the Board as a whole and through its independentthe Nominating and Governance Committee, oversees sustainability and corporate responsibility,responsibility. The Nominating and was regularly updated in 2020Governance Committee and 2021 as Avantor launched its enhanced ESG Program. These discussions includedBoard received regular updates throughout 2022 on the Company’s sustainability reporting and itsprogress against goals under its four sustainability pillars. The full Board received a briefing from an outside consultant on the evolving climate landscape – including what investors expect – and our management team briefs themthe Board regularly on what we hearthe key priorities and feedback from key customers and other stakeholders. The Board appreciates the magnitude of climate change and has fully supported management as we enhance our energy and emission management practices.
Other Board committees also conduct detailed reviews on key ESG topics; for example, our Compensation and Human Resources Committee oversees the Company’s talent, culture, compensation structure and compensation programs. Twice aThroughout the year, we report out on CEO and overall leadership succession, annual review of talent/compensation philosophies, annual updateprovide updates on human capital KPIs and evaluatingevaluate plan-linkage of ESG metrics to our annual bonus plan. Our Audit and Finance Committee assists the Board in monitoring cybersecurity risk. We continuedcontinue to adopt maintain best-in-class governance provisions, including several enhancements torobust stockholder rights, and anfurther enhanced supplier code of conduct.conduct in 2022.
Reporting
PerWe released our commitment in last year’s Proxy statement, we evolved our 2020 social responsibility benchmark report into our firstsecond Avantor Corporate Sustainability Report in May 2022 that outlines progress made on our 4four ESG Pillars and states new public goalshighlights how our associates are involved in helping to advance science for goodness. As committed in last year’s proxy statement, our 2022 Sustainability Report included the addition of Sustainability Accounting Standards Board’s (SASB) reporting disclosure for the Medical Equipment & Supplies, Biotechnology & Pharmaceuticals and Chemicals industries. We also continue to disclose climate action, employee health & safety,strategies and diverse representation amongst our employee base.metrics through CDP (formerly Carbon Disclosure Project). Further details with respect to our sustainability goals can be found on our website, www.avantorsciences.com, under “Investors: Sustainability.”
In developing this report, we conducted a materiality assessment to identify the environmental, social and governance topics most relevant to our company. As part of the process, we considered standards and guidance from the United Nations Sustainable Development Goals, reviewed topics prioritized by S&P Global, Dow Jones Sustainability Indices, Sustainalytics, CDP, EcoVadis and other pertinent corporate sustainability assessments, and gathered input from key external stakeholders.
We also consulted the Sustainability Accounting Standards Board’s (SASB) reporting standards for the Medical Equipment & Supplies, Biotechnology & Pharmaceuticals and Chemicals industries. As part of our continual improvement process, we will be formally incorporating the SASB reporting framework into our next Annual Sustainability Report released in 2022.
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| 2023 Proxy Statement 25 |
STOCKHOLDER ENGAGEMENT PROGRAM
We also engage specifically with the ESG & governance teams of our stockholders through a structured set of engagements throughout the year. We use these engagements to solicit investor input on a variety of topics, with a particular focus on governance and other ESG-related topics like diversity and inclusion, human capital management and our climate strategy.
Feedback from investors is gathered during stockholder engagements and regularly reviewed by our management team and Board. This feedback serves as a critical input into our corporate decision-making processes.
CODE OF ETHICS AND CONDUCT
We have adopted a written Code of Ethics and Conduct that applies to all of the directors, officers and employees, including our President and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior executive officers. Our Code of Ethics and Conduct sets forth policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of company assets, and our business practices. A current copy of the Code of Ethics and Conduct is posted on our website at www.avantorsciences.com under “Investors: Governance.”
If we ever were to amend or waive any provision of our Code of Ethics and Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website at www.avantorsciences.com rather than by filing a Form 8-K. In the case of a waiver for an executive officer or a director, the required disclosure also will be made available on our website.
| 26 2023 Proxy Statement | |
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Our director compensation program is designed to attract and retain qualified non-employee directors. With assistance from FW Cook, we developed a market-based program that aligns director compensation with the compensation of our peers (our peer companies are identified on page 41). Our Compensation and Human Resources Committee reviews nonemployeenon-employee director compensation regularly to confirm that it appropriately addresses time, effort, expertise, and accountability required of active board membership. As part of this review, in 2022, the timing of the grant of the non-employee directors’ annual equity award was adjusted from February to May to align with the Annual Meeting.
Director Fees
Our director compensation program provides for an annual cash retainer plus an annual equity award of restricted stock units.
Compensation Element | $ | |
| Annual Cash Retainer | 75,000 | |
| Annual Equity Award | 200,000 | |
| Chairman Cash Retainer | 150,000 | |
| Lead Independent Director Cash Retainer | 40,000 | |
Committee Chair Cash Retainer Audit and Finance Committee Compensation and Human Resources Committee Nominating and Governance committee | 20,000 15,000 10,000 | |
Committee Member Cash Retainer Audit and Finance Committee Compensation and Human Resources Committee Nominating and Governance | 10,000 7,500 5,000 | |
Director cash retainers are paid quarterly in arrears. Director equity awards are issued in restricted stock units, which vest in full on the the first anniversary of the Vesting Start Date (as defined in the restricted stock unit agreement); provided, that if the director has continuously provided service to us upon the occurrence of a change in control prior to such dates, all then-unvested restricted stock units will vest. If an eligible director begins service after the start of a fiscal year but prior to the award of the annual equity-based retainer for such fiscal year, he or she will be eligible to receive the full amount of such retainer. Otherwise, theThe annual equity-based retainer will be pro-rated for partial years of service.
Each eligible director is also entitled to receive reimbursement for reasonable travel, lodging and other expenses which they properly incur in connection with their functions and duties as a director.
Deferred Compensation
In 2022, the Company began offering our non-employee directors the option of deferring the receipt of his or her annual equity award compensation. Pursuant to this plan, deferrals of common stock are adjusted to reflect the hypothetical reinvestment in additional shares of common stock for any dividends or other distributions on common stock during the deferral period. A non-employee director may elect to have their deferred amounts paid after five years, ten years or at the termination of Board service.
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| 2023 Proxy Statement 27 |
The following table provides summary information concerning the compensation of thenon-employee members of our Board of Directors for the year ended December 31, 2021.2022. The compensation paid to Mr. Stubblefield, our President and Chief Executive Officer, is presented in the Summary Compensation Table and the other compensation tables above.below. During 2021,2022, Mr. Stubblefield did not receive additional compensation for his services as a director.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity Incentive plan compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
| Rajiv Gupta | 225,000 | 200,003 | — | — | — | 425,003 | ||||||||||||||||||
| Juan Andres | 85,000 | 200,003 | — | — | — | 285,003 | ||||||||||||||||||
| John Carethers(4) | 36,569 | 93,135 | — | — | — | 129,704 | ||||||||||||||||||
| Matthew Holt(5) | — | — | — | — | — | — | ||||||||||||||||||
| Lan Kang(4) | 50,275 | 127,135 | — | — | — | 177,410 | ||||||||||||||||||
| Joseph Massaro(4) | 11,050 | 29,033 | — | — | — | 40,083 | ||||||||||||||||||
| Mala Murthy(4) | 15,710 | 35,083 | — | — | — | 50,793 | ||||||||||||||||||
| Jonathan Peacock | 126,923 | 200,003 | — | — | — | 326,926 | ||||||||||||||||||
| Michael Severino | 86,487 | 200,003 | — | — | — | 286,490 | ||||||||||||||||||
| Christi Shaw | 87,500 | 200,003 | — | — | — | 287,503 | ||||||||||||||||||
| Gregory Summe | 92,500 | 200,003 | — | — | — | 292,503 | ||||||||||||||||||
| Andre Moura(6) | — | — | — | — | — | — | ||||||||||||||||||
| Jo Natauri(7) | — | — | — | — | — | — | ||||||||||||||||||
| Rakesh Sachdev(8) | 36,813 | 200,003 | — | — | — | 236,816 | ||||||||||||||||||
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity Incentive plan compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
| Juan Andres | 85,000 | 241,078 | — | — | — | 326,078 | ||||||||||||||||||
| John Carethers | 80,000 | 241,078 | — | — | — | 321,078 | ||||||||||||||||||
| Lan Kang | 85,000 | 241,078 | — | — | — | 326,078 | ||||||||||||||||||
| Joseph Massaro | 95,000 | 241,078 | — | — | — | 336,078 | ||||||||||||||||||
| Mala Murthy | 85,000 | 241,078 | — | — | — | 326,078 | ||||||||||||||||||
| Jonathan Peacock | 190,219 | 241,078 | — | — | — | 431,297 | ||||||||||||||||||
| Michael Severino | 92,187 | 241,078 | — | — | — | 333,265 | ||||||||||||||||||
| Christi Shaw | 87,500 | 241,078 | — | — | — | 328,578 | ||||||||||||||||||
| Gregory Summe | 92,500 | 241,078 | — | — | — | 333,578 | ||||||||||||||||||
| Rajiv Gupta(4) | 82,212 | 41,091 | — | — | — | 123,303 | ||||||||||||||||||
| Matthew Holt(5) | 78,750 | 241,078 | — | — | — | 319,828 | ||||||||||||||||||
| (1) | Amounts reflect the director’s cash retainer earned for |
| (2) | Amounts reflect restricted stock units granted under the 2019 Equity Incentive Plan and reflect the grant date fair value of the awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“Topic 718”) disregarding the effects of estimated forfeitures. The assumptions made in the valuation of our equity awards are found in Note 18 to our audited financial statements included in our annual report on Form 10-K for fiscal |
| (3) | No stock options were granted to directors in |
| (4) |
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| (5) | Mr. Holt |
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We have also adopted equity ownership guidelines for our non-employee directors in order to better align our eligible directors’ financial interests with those of our stockholders. Each non-employee director must own shares of Common Stock in an amount equal to four times (4x) his or her base annual cash retainer (excluding additional annual cash retainers for service as the Chairman of the Board of Directors, lead independent director, committee chairpersons and committee members). Such directors are required to achieve the applicable level of ownership within five years of becoming subject to the requirements.requirements and, as of December 31, 2022, all of our non-employee directors were in compliance with the stock ownership guidelines or had not yet completed their fifth year of service.
| 28 2023 Proxy Statement | |
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The following table sets forth information regarding the beneficial ownership of shares of our common stock as of March 15, 20225, 2023 by:
| (1) | each individual or entity known by us to beneficially own more than 5% of our outstanding common stock, |
| (2) | each of our named executive officers, |
| (3) | each of our directors and |
| (4) | all of our directors and our executive officers as a group. |
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
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| 2023 Proxy Statement 29 |
Unless otherwise set forth in the footnotes below, (1) each beneficial owner possesses, to our knowledge, sole voting and investment power with respect to the shares listed, subject to community property laws where applicable, and (2) the address of each beneficial owner is c/o Avantor, Inc., Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.
Name of Beneficial Owner | Shares beneficially owned | Percent of total common stock(1) | Shares beneficially owned | Percent of total common stock(1) | ||||||||||||
Greater than 5% stockholders: |
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| T. Rowe Price Associates, Inc.(2) | 74,859,221 | 12.2 | % | |||||||||||||
| T. Rowe Price Investment Management, Inc. (2) | 76,325,881 | 11.3 | % | |||||||||||||
| The Vanguard Group, Inc.(3) | 50,319,888 | 8.2 | % | 61,754,847 | 9.2 | % | ||||||||||
| Blackrock, Inc.(4) | 43,769,070 | 7.1 | % | |||||||||||||
| T. Rowe Price Associates, Inc.(4) | 38,913,266 | 5.8 | % | |||||||||||||
| Blackrock, Inc.(5) | 39,358,674 | 5.8 | % | |||||||||||||
Named executive officers and directors: |
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| Michael Stubblefield(5) | 5,434,996 | * | ||||||||||||||
| Michael Stubblefield(6) | 5,972,571 | * | ||||||||||||||
| Thomas Szlosek | 1,457,666 | * | ||||||||||||||
| Thomas Szlosek(7) | 1,863,155 | * | ||||||||||||||
| Frederic Vanderhaegen | 587,203 | * | 885,593 | * | ||||||||||||
| Gerard Brophy | 32,942 | * | 23,518 | * | ||||||||||||
| Sheri Lewis | 35,879 | * | 78,162 | * | ||||||||||||
| Rajiv Gupta(6) | 1,057,456 | * | ||||||||||||||
| Juan Andres | 22,187 | * | 23,402 | * | ||||||||||||
| John Carethers | — | — | 3,780 | * | ||||||||||||
| Matthew Holt | — | — | ||||||||||||||
| Lan Kang | 4,022 | * | 5,237 | * | ||||||||||||
| Joseph Massaro | — | — | 1,960 | * | ||||||||||||
| Mala Murthy | — | — | 2,131 | * | ||||||||||||
| Jonathan Peacock | 303,641 | * | 304,856 | * | ||||||||||||
| Michael Severino | 17,258 | * | 18,473 | * | ||||||||||||
| Christi Shaw | 133,483 | * | 154,980 | * | ||||||||||||
| Gregory Summe | 14,818 | * | 16,033 | * | ||||||||||||
| All Executive Officers and Directors as a Group (19 persons) | 9,705,710 | 1.6 | % | 9,993,463 | 1.5 | % | ||||||||||
| * | Indicates beneficial ownership of less than 1% of the outstanding shares. |
| (1) | Applicable percentage ownership as of March |
| (2) | Based on information as of December 31, |
| (3) | Based on information as of December 31, 2022 set forth in a Schedule 13G/A dated February 9, 2023. The Vanguard Group, Inc. reported that it had sole power to vote 0 shares, sole power to dispose of 60,347,535 shares, shared power to vote 514,185 shares, and shared power to dispose of 1,407,312 shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. |
| (4) | Based on information as of December 31, 2022 set forth in a Schedule 13G/A dated February 14, 2023. T. Rowe Price Associates, Inc. reported that it had sole power to vote |
Based on information as of December 31, |
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Includes |
Includes (i) |
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DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors, officers, and beneficial owners of more than ten percent of our common stock to file reports of securities ownership and changes in such ownership with the SEC. Based solely on our review of electronic filings with the SEC of such reports and written representations from our executive officers and directors, we believe that our directors, officers, and beneficial owners of more than ten percent of our common stock filed on a timely basis all reports required by Section 16(a) of the Exchange Act during 2021, except that one Form 4 for each of John Carethers and Lan Kang was inadvertently filed late by Avantor. A Form 4 for each was filed outside of the two-business day window in December 2021, reporting the equity grants received upon joining our Board.
| 30 2022 Proxy Statement | |
Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm
The Board of Directors and the Audit and Finance Committee recommend that the stockholders ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022.2023. The Audit and Finance Committee approved the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.2023. Deloitte & Touche LLP is currently our independent registered public accounting firm.
Although the Company is not required to seek Stockholder approval of this appointment, the Board believes that doing so is consistent with good corporate governance practices. If the appointment is not ratified, the Audit and Finance Committee will explore the reasons for stockholder rejection and will reconsider the appointment.
We have been advised that a representative of Deloitte & Touche LLP will attend the Annual Meeting of Stockholders. Such representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
| The Board of Directors recommends a vote “FOR” ITEM 2, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. |
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REPORT OF THE AUDIT AND FINANCE COMMITTEE
Management has the responsibility for the Company’s financial statements and overall financial reporting process, including the Company’s systems of internal controls. The independent registered public accounting firm has the responsibility to conduct an independent audit in accordance with generally accepted auditing standards and to issue an opinion on the accuracy of the Company’s consolidated financial statements and the effectiveness of the Company’s internal controls. The Audit and Finance Committee’s responsibility is to monitor and oversee these processes.
The Audit and Finance Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2021.2022. The Audit and Finance Committee has discussed with the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the Company’s audited consolidated financial statements with generally accepted accounting principles and the matters required to be discussed under the applicable standards of the Public Company Accounting Oversight Board. The Audit and Finance Committee has received from the independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit and Finance Committee concerning independence and has discussed with the independent registered public accounting firm its independence. In considering the independence of the Company’s independent registered public accounting firm, the Audit and Finance Committee took into consideration the amount and nature of the fees paid to the firm for non-audit services, as described below.
In reliance on the review and discussions described above, the Audit and Finance Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, for filing with the SEC.
Respectfully submitted by the Audit and Finance Committee of the Board of Directors.
Joseph Massaro, Chair
Juan Andres
Lan Kang
Mala Murthy
Michael Severino
| 32 | |
Deloitte & Touche LLP served as our independent registered public accounting firm for the fiscal years ended December 31, 20202021 and 2021.2022. Fees and expenses for services rendered by Deloitte & Touche LLP in 20202021 and 20212022 were approved by our Audit and Finance Committee. We have determined that the provision of these services is compatible with maintaining the independence of our independent registered public accounting firm.
The following table presents Deloitte & Touche LLP’s fees and expenses for services rendered to us for the past two fiscal years (in thousands):
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| Year Ended December 31, | Year Ended December 31, | ||||||||||||||
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| 2021 | 2020 | 2022 | 2021 | ||||||||||||
| Audit Fees(1) | $ | 4,852 | $ | 4,596 | $ | 5,372 | $ | 4,852 | ||||||||
| Audit-Related Fees(2) | 176 | 52 | — | 176 | ||||||||||||
| Tax Fees | — | — | 4 | — | ||||||||||||
| All Other Fees | — | — | — | — | ||||||||||||
| Total | $ | 5,028 | $ | 4,648 | $ | 5,376 | $ | 5,028 | ||||||||
| (1) | Audit fees include fees for professional services rendered for (i) the audits of our annual financial statements, international statutory audits and the reviews of our interim financial statements, which were included in the year to which the audit or review related; (ii) the issuance of comfort letters and consents and incremental audit fees required for publicly-filed financial statements and comfort letters and consents related to public filings of Secondary Offerings and Private Placement Debt Offerings in |
| (2) | Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees” above. These services include accounting consultations relating to acquisitions, divestitures, and financings, due diligence related to mergers and acquisitions, financial accounting and reporting matters, and SEC filing related matters. |
| (3) | Consists of fees billed for services rendered in connection with tax compliance, tax advice and tax planning. |
PRE-APPROVAL POLICY FOR AUDITOR SERVICES
The Audit and Finance Committee has the sole and direct responsibility and authority for the appointment, termination and compensation to be paid to the independent registered public accounting firm. The Committee has the responsibility to approve, in advance of the provision thereof, all audit services and permissible non-audit services to be performed by the independent registered public accounting firm as well as compensation to be paid with respect to such services.
Our Audit and Finance Committee Charter authorizes the Committee to delegate authority to pre-approve audit and permissible non-audit services to a member of the Committee. Any decisions made by such member under delegated authority, must be presented to the full Committee at its next scheduled meeting.
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Item 3 Advisory Approval of Named Executive Officer Compensation
As required pursuant to Section 14A of the Securities Exchange Act of 1934, the Board of Directors is asking you to approve, on an advisory basis, the executive compensation programs and policies and the resulting 20212022 compensation of the individuals listedour named executive officers disclosed in the 2021 Summary Compensation Table on page 50 (our “named executive officers”) as describedDiscussion and Analysis, the compensation tables, notes and narrative in this proxy statement.
Our Board of Directors believes that the compensation of our executive officers is aligned with Avantor’s performance, stockholder value creation, and appropriately motivates and retains our executives. We believe our executive compensation program delivers pay that is strongly linked to performance over time.
We engage with stockholders throughout the year, including discussing our compensation programs and practices, and we also obtain feedback through the annual say-on-pay vote. Because the vote is advisory, the result will not be binding on the Compensation and Human Resources Committee and it will not affect, limit or augment any existing compensation or awards. The Compensation and Human Resources Committee will, however, take into account the outcome of the vote when considering future compensation arrangements.
We believe you should read the Compensation Discussion and Analysis and compensation tables and also consider the factors below in determining whether to approve this proposal. As described in the Compensation Discussion and Analysis, the Compensation and Human Resources Committee has designed our compensation programs with the objective of driving sustained, meaningful and profitable growth and stockholder value creation through its focus on three long-standing Avantor compensation philosophies:
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The Board of Directors recommends the following resolution:
RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
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The Board of Directors recommends a vote “FOR” ITEM 3, to approve, on an advisory basis, the compensation of the Company’s named executive officers, as stated in the above resolution. |
| 34 | |
Compensation Discussion and Analysis
This compensation discussion and analysis (our “CD&A”) provides an overview of our executive compensation philosophy and the material elements of compensation awarded to, earned by, or paid to our named executive officers with respect to the year ended December 31, 2021.2022.
Our named executive officers consist of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers who served in the capacities listed opposite their respective names on December 31, 20212022 (collectively, our “named executive officers”). For 2021,2022, the named executive officers were:
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Michael Stubblefield Director, President and Chief Executive Officer | Thomas Szlosek Executive Vice President and Chief Financial Officer | Frederic Vanderhaegen Executive Vice President,
| Gerard Brophy Executive Vice President, Biopharma Production | Sheri Lewis Executive Vice President, Global Operations and Supply Chain
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This CD&A is divided into three sections:
Executive Summary | ✓ ✓ Our Executive Compensation Practices ✓ Our Compensation Philosophy and Objectives ✓ ✓ Program Structure and Outcomes ✓
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Compensation Philosophy & Objectives — How We Make Compensation Decisions | ✓ Role of the Compensation and Human Resources Committee and our Executive Officers ✓ Guidance from Independent Compensation Consultant ✓ Benchmarking ✓ Accounting and Tax Considerations | |
Elements of Compensation — What We Pay and Why | ✓ Base Salary, Performance-Based Cash Incentive Compensation, Long-Term Incentive Programs, | |
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2021 saw theIn 2022, we continued expansion of our position as a global leader of mission critical products and services to customers in the life sciences and advanced technologies and applied materials industries. We did this by embracing our critical role in providing services and solutions to all phases of the biopharma end market, from research & development to bioproduction, as well as supporting COVID-19 testing workflows and customized materials needed to produce vaccines and therapies. We deployed more than $4 billion in support of new acquisitions andDespite ongoing macroeconomic pressures, we continued to expandexecute our relationships withlong-term strategy and growth drivers. We augmented our global strategic customers, developed newfootprint and strengthened our ability to provide essential products and services increased sales of proprietary products, expanded our manufacturing capabilitiesin North America, Europe and continuedAsia. Our results in 2022 reflect the globalizationstrength and resilience of our best practices.core business, with 6% core organic growth including more than 20% core organic growth in bioproduction, approximately 110 basis points of Adjusted EBITDA margin expansion, and a double-digit increase in adjusted net income on a constant currency basis. The chartstable below provide certain financial measures that our management believes are useful in evaluating our performance.
See Appendix A for information about our non-GAAP financial measurements, including reconciliations to the most directly comparable GAAP-based financial measurements.
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| FY22 | FY21 | ||||||
REVENUE ($M) | $ | 7,512 | $ | 7,386 | ||||
ADJUSTED EBITDA ($M)* | $ | 1,571 | $ | 1,459 | ||||
ADJUSTED EPS* | $ | 1.41 | $ | 1.41 | ||||
FREE CASH FLOW ($M)* | $ | 710 | $ | 920 | ||||
| * | See Appendix A for information about these non-GAAP financial measurements, including reconciliations to the most directly comparable GAAP-based financial measurements. |
| 36 | |
Our Executive Compensation Practices
Our executive compensation practices include the following, each of which the Compensation and Human Resources Committee believes reinforces our executive compensation objectives:
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✓ Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance ✓ Long-term objectives aligned with the creation of stockholder value ✓ Market comparison of executive compensation against a relevant peer group ✓ Robust stock ownership guidelines ✓ Use of an independent compensation consultant reporting directly to the Compensation and Human Resources Committee ✓ Compensation recovery (“clawback”) policy for our annual cash-based incentive and equity-based long-term incentive programs | × No hedging or short sales of Company stock, or pledging of Company stock × No option grants below 100% fair market value × No excessive cash severance benefits upon a change of control × No excessive perquisites or benefits to executives × No repricing of underwater stock options under our long-term incentive plan × No tax gross-ups of perquisites or 280G excise taxes (except as applicable to management employees generally in connection with relocation or expatriate assignments) | |||
Our Compensation Philosophy and Objectives
Each year our Compensation and Human Resources Committee thoroughly reviews our executive compensation program with guidance from its independent compensation consultant, FW Cook. Among the Compensation and Human Resources Committee’s objectives is to establish a public companyan executive compensation program that drives above-market results and is designed to attract, retain and motivate high-caliber, execution-oriented executives. In 2021, the Compensation and Human Resources Committee continued to build on its core philosophy by increasing the percentage of performance-based forms of compensation. We believe the following philosophies have facilitated our ability to compete for talent as a public company and have made a key contribution to our long-term success. Our primary executive compensation objectives are to:
Attract and retain talent | Provide a total compensation program that enables the | |
Pay for performance | Support a “pay-for-performance” orientation to provide differentiated rewards for strong financial, operating and individual performance, including the use of cash and equity incentive compensation payments based in part upon our performance to encourage the achievement of short-term and long-term financial and operational objectives. | |
Market competitive pay | Align the interests of management with those of our other stockholders thereby providing an incentive for, and rewarding, the attainment of objectives that also benefit our stockholders. | |
2021
| 2023 Proxy Statement 37 |
2022 Compensation Actions for our Named Executive Officers
Summary of Actions
Consistent with our executive compensation philosophies and objectives, in establishing 20212022 compensation for our named executive officers, the Compensation and Human Resources Committee considered each named executive officer’s prior performance, compensation levels paid to similarly situated officers at the Company, market data and input from the Compensation and Human Resources Committee’s independent compensation consultant, FW Cook. For 2021,2022, the Compensation and Human Resources Committee made the following material decisions with respect to the compensation of our named executive officers:
compared the base salaries of our executive officers to our compensation peer group and publicly available global salary surveys for organizations of similar size and revenue;
| • | compared our executive officers to our compensation peer group and publicly available global salary surveys for organizations of similar size and revenue; |
maintained an incentive compensation plan focused on a combination of performance measures that align closely with the performance measures that are used by management to set business goals and evaluate our financial results (See “Elements of compensation — What we pay and why — Performance-Based Cash Incentive Compensation”); and
| • | maintained an incentive compensation plan focused on a combination of performance measures that align closely with the measures that are used by management to set business goals and evaluate our financial results (See “Elements of compensation — What we pay and why — Performance-Based Cash Incentive Compensation”); and |
granted annual equity awards to each of the executive officers after considering our compensation philosophy and the assessment of the executive officer’s expected future contributions, increasing the weighting of performance stock units from one-third to one-half with the remainder of the award being made in a mix of stock options and restricted stock units.
| • | granted annual equity awards to each of the executive officers after considering our compensation philosophy and the assessment of the executive officer’s expected future contributions, maintaining the weighting of performance stock units at one-half with the remainder of the award being made in a mix of stock options and restricted stock units. |
| 38 2023 Proxy Statement | |
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Program Structure and Outcomes
The following table provides a summary of the compensation program and performance outcomes for our named executive officers in 2021:2022:
Component | Proportion of Total Target Pay | Structure/Metrics/Features | ||||||
Base Salary | • CEO: • Other NEOs: 20% | • Base salary aligned with others in our peer group and broader market | • | |||||
| Average base salary increase of 3% | |||||||
Short-Term Incentives | • CEO: | Structure: | • • ESG metrics were achieved above target • ICP was not funded; Adjusted EBITDA threshold was not met | |||||
• Other NEOs: | • 100% performance-based cash incentive | |||||||
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• 10% Net Working Capital as a percentage of sales | ||||||||
• 5% GHG Emissions Reduction | ||||||||
• 5% Gender Representation | ||||||||
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• Company achievement capped at 200% of target | ||||||||
Long-Term Incentives | • CEO: 76% • Other NEOs: 62% | Structure: • 50% performance stock units | • For the 2020 performance stock units granted for the period of 2020-2022: • Cumulative Adjusted EPS metric was achieved above maximum (paid at 200%) • TSR metric was achieved above target (paid at 115.91%) • The weighted average payout was 158% of target | |||||
• 25% stock options | ||||||||
• 25% restricted stock units | ||||||||
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• 50% Cumulative Adjusted EPS Growth | ||||||||
• 50% TSR relative to comparator group | ||||||||
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• 3-year performance period and cliff-vesting for performance stock units |
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• 4-year ratable vesting for stock options and restricted stock units |
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| 2023 Proxy Statement 39 |
In order to provide a clearer view of our 20212022 compensation program, the charts below demonstrate how our named executive officer compensation is designed to emphasize compensation that is both variable and at-risk and long-term oriented (based on target total direct compensation).
Our Executive Compensation Practices
As part of its annual review of our executive compensation program, the Compensation and Human Resources Committee confirmed several long-standing Avantor compensation policies and practices and adopted certain new policies and practices to further align our executive compensation program with stockholder interests.
Our executive compensation practices include the following, each of which the Compensation and Human Resources Committee believes reinforces our executive compensation objectives:
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2021 2022 Say-On-Pay Vote and Stockholder Engagement
We received 96%94% stockholder support on our 2021 2022 Say-on-Pay proposal, along with support from the major stockholder advisory firms. While extremely pleased with these results, our Compensation and Human Resources Committee and members of management believe ongoing dialogue with stockholders regarding executive compensation is valuable.
Through the summer and fall of 2021,In 2022, we communicated with a numbermany of our largest stockholders to review our compensation philosophy. With a focus to the future and Avantor’s position as a leading life sciences organization, the Compensation and Human Resources Committee enhanced our short-term incentive plan to incorporate Environmental, Social and Governance metrics into our 2022 annual cash bonus program.
Key Changes to 2022 Executive Compensation Program
As noted above, the Compensation and Human Resources Committee regularly reviewsThe feedback on our executive compensation programs with a view towards aligning these programs with stockholder interests. Effective in 2022,program included the Compensation and Human Resources Committee modified the long-term incentive program and performance-based cash incentive program to further enhance the linkage between pay and performance.following key themes:
Revised metrics used for performance-based units
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• Interest in seeing inclusion of ESG goals in compensation plan • Ask for additional disclosure on financial materiality of ESG metrics included in compensation • Desire to better understand Avantor’s preference for focusing on | ✓ Included ESG targets as a component of our short-term ✓ Enhanced proxy disclosure to clearly explain how each metric included in our compensation plan is important to our overall business strategy ✓ Enhanced proxy disclosure to further explain the inclusion of key metrics and their alignment with our long-term strategy and goals. We are committed to regularly evaluating which metrics are best suited for our short- and long-term incentive plans | |||
For 2022, one-half of the long-term equity awards issued to our executive officers will continue to be issued in the form of performance-based restricted stock units (“PSUs”) with a three-year performance period. As in past years, one-half of the PSUs will be measured on three-year cumulative adjusted EPS growth and one-half on Avantor’s total stockholder return (“TSR”) relative to a comparator group. For 2022, we have adjusted the comparator group for the TSR metric from a combination of the Dow Jones U.S. Select Medical Equipment Index and our compensation peer group to a combination of the S&P 500 Health Care Index and our compensation peer group. The S&P 500 Health Care Index comparator group will provide a more challenging TSR achievement metric and better represents both our size and industry peers. In addition, we have modified the payout for threshold performance under the adjusted EPS component to equal 50% to align with the threshold performance payout under the TSR metric.
| 40 2023 Proxy Statement | |
Expansion of sustainability metrics into performance-based cash incentive program
For 2022, the annual Incentive Compensation Plan (the “ICP”) will incorporate ESG metrics in furtherance of the Company’s stated commitment to corporate sustainability and improving the world through science. The ESG metrics will include measurable targets related to leadership diversity and greenhouse gas emissions, with the remainder of the ICP once again be comprised of company-wide financial performance metrics. To align with our peer group and the financial measures on which our stockholders focus, our revenue target component weighting will be 45% and our Adjusted EBITDA component weighting will be 35%. The final 20% of the ICP focuses on company strategic initiatives. For 2022, net working capital as a percentage of sales will reflect a 10% weighting and the ESG metrics will represent the other 10%.
COMPENSATION PHILOSOPHY & OBJECTIVES — HOW WE MAKE COMPENSATION DECISIONS
Our philosophy is to offer an executive compensation program that enables us to attract, motivate, reward and retain high-performing executives who are capable of creating and sustaining value for our stockholders over the long term. In addition, the executive compensation program is designed to provide a fair and competitive compensation opportunity that appropriately rewards executives for their contributions to our success. We believe that it is important to reinforce a results-oriented management culture focusing on our level of earnings, the achievement of both short-term and long-term goals and objectives, including the acceleration of our global growth strategy, and individual performance objectives. Pay received by executives is intended to be commensurate with organizational performance, individual performance, and labor market conditions. As part of its oversight responsibility, the Compensation and Human Resources Committee considers the impact of our risk profile and seeks to maintain a balanced compensation program that does not incentivize undue or inappropriate risks that are reasonably likely to have a material adverse effect on us.
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Role of the Compensation and Human Resources Committee and our Executive Officers
Our Compensation and Human Resources Committee recommended the 20212022 compensation of our Chief Executive Officer, which was ultimately approved by our independent members of our Board of Directors, and determined the compensation of each of our other named executive officers. In recommending the compensation of our Chief Executive Officer, the Compensation and Human Resources Committee takes into account its review of the Chief Executive Officer’s performance and any other factors it deems relevant. In setting the compensation of our other executive officers, the Compensation and Human Resources Committee takes into account the Chief Executive Officer’s review of each executive officer’s performance and his recommendations with respect to their compensation. The Compensation and Human Resources Committee’s responsibilities regarding executive compensation are further described in the “Corporate Governance” section of this proxy statement.
Guidance from Independent Compensation Consultant
FW Cook provides executive compensation consulting services to the Compensation and Human Resources Committee. In 2021,2022, FW Cook provided services related to the review of the 20212022 compensation program, including a review of peer group and other global salary survey compensation data; the setting of performance goals in our performance-based cash incentive plans; the setting of equity award levels under our long-term incentive plan; assistance with this CD&A; and a review of trends in executive compensation. FW Cook is retained by and reports to the Compensation and Human Resources Committee and, at the request of the Compensation and Human Resources Committee, participates in committee meetings. FW Cook did not provide any additional services, beyond what has already been stated above, to the Company in 2021.2022. The Compensation and Human Resources Committee reviewed the independence of FW Cook under NYSE and SEC rules and concluded that the work of FW Cook has not raised any conflict of interest.
Benchmarking
Market practices are one of our considerations when determining our executive compensation levels and program design. While we review external market practices for all compensation elements by individual to ensure that we provide programs designed to attract, motivate, retain and reward talented executives, we compare the overall named executive officer group at the market median for each compensation element.
Each year our Compensation and Human Resources Committee, with assistance from FW Cook, reviews and evaluates the market landscape and composition of our peer group for appropriateness. The Compensation and Human Resources Committee primarily identifies companies that have business models similar to ours with a market capitalization and revenues of generally between 0.33x and 3.0x ours, and that represent an appropriate cross section of the industries and geographies in which we are engaged or serve (i.e., they include companies in the biopharma, healthcare, and life sciences industries). As part ofAfter this evaluation process for 2021, Bruker, QIAGEN, and Varian Medical Systemsin 2022, it was determined that there were assessed to fall outside one or more of the above-described parameters and were removed from our peer group. At the same time, two companies, Boston Scientific and Catalent, were addedno necessary changes to our peer group. This resulted in a peer group consisting of the following companies:
Agilent Technologies, Inc. | Hologic, Inc. | |
Baxter International, Inc. | Illumina, Inc. | |
Bio-Rad Laboratories, Inc. | IQVIA Holdings Inc. | |
Boston Scientific Corporation | Mettler-Toledo International Inc | |
Catalent, Inc. | PerkinElmer Inc. | |
DENTSPLY Sirona Inc. | Waters Corporation | |
Edwards Lifesciences Corporation | Zimmer Biomet Holdings, Inc. |
| 2023 Proxy Statement 41 |
At the time of the Compensation and Human Resources Committee’s compensation review, relative to its peer group of companies Avantor was at the 7374rdth percentile for revenue, 4243ndrd percentile for EBITDA and 2829th percentile for the number of employees.market capitalization.
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Accounting and Tax Considerations
We consider the effect of tax, accounting and other regulatory requirements in designing and implementing compensation programs so that our programs meet regulatory requirements and efficiently deliver compensation. While these factors may impact plan designs, ultimately, decisions reflect the pay strategy of the Company and the program intent.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows tax deductions to publicly-held companies for individual compensation over $1 million paid to certain executive officers in a taxable year. In addition to expanding the number executive officers now subject to the rules, tax legislation enacted at the end of 2017 changed this limit by removing an exception for earnings considered “performance-based compensation” within the meaning of the Code.
Because we are a corporation that became publicly traded before December 31, 2019, these rules dodid not currently apply.apply in 2022. We are subject to an exemption that applies to compensation paid (or compensation in respect of equity awards such as stock options or restricted stock granted) during a specified transition period after having become publicly traded. This transition period applies until the first annual stockholders meeting that occurs after the end of the third calendar year following the calendar year in which the offering occurs (currently expected in Spring 2023).occurs. The transition period can be terminated earlier underends May 2023, and we will become subject to these rules for the Section 162(m) post-offering transition rules based on certain changes2023 tax year. Since federal income tax deduction are denied to public companies for annual compensation over $1 million (per individual) paid to their chief executive officer, chief financial officer and the next three most highly compensated executive officers, most of the compensation payable to our plans.named executive officers in excess of $1 million per person in a year will not be fully deductible prospectively.
At such time as we are subject to the deduction limitations of Section 162(m), as a result of the elimination of the performance-based compensation exemption, as described above, we would not expect that the Compensation and Human Resources Committee will take the deductibility limitations of Section 162(m) into account in its compensation decisions.
ELEMENTS OF COMPENSATION — WHAT WE PAY AND WHY
As noted above, each year the Compensation and Human Resources Committee undertakes a comprehensive review of our executive compensation. The principal components of our executive compensation program are base salary, an annual cash incentive and long-term equity incentives. We also provide market competitive employee benefits and a limited number of perquisites.
Base Salary
Base salary compensates executives for performing the requirements of their positions and provides executives withWe believe it is important to provide a predictable and stablecompetitive fixed level of cash income with respectpay to a portionattract and retain experienced and successful executives. In determining the amount of their total compensation.base salary that each NEO receives, we look to the executive’s current compensation, tenure, performance, any change in the executive’s position or responsibilities and the complexity and scope of the executive’s position as compared to those of other executives within the company and in similar positions at companies in our peer group. The Compensation and Human Resources Committee determines (or, in the case of our Chief Executive Officer, recommends to the Board, which then determines)reviews base salaries for our executive officers that it believes align with its compensation objectivesperiodically and may adjust them from time to attract and retain key executives. Base salaries are subjecttime pursuant to the Compensation and Human Resources Committee’s annual review, andsuch review. In February 2022, the Compensation and Human Resources Committee generally uses the market median of our peer groupreviewed and other publicly-available global compensation surveys as reference points when setting or recommending base salaries for the executive officers. The annual review includes a review of competitive market compensation data, each executive officer’s compensation relative to other officers in the Company, position and responsibilities, and individual performance over given periods. The Compensation and Human Resources Committee also considers general economic and industry conditions, company performance and executive compensation trends. In addition, the Compensation and Human Resources Committee consults with the Chief Executive Officer when reviewing and considering changes toset the base salaries ofas set forth in the executive officers other than our Chief Executive Officer.table below.
It is the Compensation and Human Resources Committee’s philosophy that most executive officers should be provided salaries generally consistent with the market median based upon similarly situated executive officers of the companies comprising our peer group. Variations to this objective could occur as dictated by the experience level of the individual and market factors, as well as our performance, general economic conditions, retention concerns and other individual circumstances. Based on these considerations, actual base salary can be higher or lower than the peer group median for similarly situated executive officers.
In 2021, we made adjustments to base salaries to better align them with the market as a publicly-traded company. As a result, in March 2021, Messrs. Vanderhaegen and Brophy received increases to their base salaries of 4.5%, and 10.5%, respectively. As their base salary was already competitive with our compensation peers, we did not make
| Name | Base Salary (12/31/2021) | Base Salary (12/31/2022) | Year over Year Change | |||||||||
Michael Stubblefield | $ | 1,085,000 | $ | 1,140,000 | 5.1 | % | ||||||
| Thomas Szlosek | $ | 600,000 | $ | 600,000 | 0.0 | % | ||||||
| Frederic Vanderhaegen | $ | 579,674 | $ | 581,797 | 0.4 | % | ||||||
| Gerard Brophy | $ | 513,462 | $ | 575,000 | 12.0 | % | ||||||
| Sheri Lewis | $ | 469,519 | $ | 475,000 | 1.2 | % | ||||||
| 42 | |
adjustments to the base salary of Messrs. Stubblefield or Szlosek in 2021. Ms. Lewis joined the Company at the beginning of 2021 and did not receive any subsequent adjustments to her base salary.
Performance-Based Cash Incentive Compensation
During 2021, we maintained the 2021 Incentive Compensation PlanOur annual cash incentive program (the “ICP”), in which all our named executive officers participated. The ICP is designed to encouragemotivate executive officers to focus on strategic business results and initiatives and reward contributions toward achieving our business goals. Thethem for their results and achievements. ICP provides for a bonus opportunity based on achievement of three company-wide financial targets (discussed below) and, other thanexcept for Mr. Stubblefield, individual performance. Bonus opportunities (expressed as a percentage of base salary) under the ICP are reviewed annually by the Compensation and Human Resources Committee. Actual bonus payments under the ICP for a given year, if any, are determined based on predetermined performance measures approved by the Compensation and Human Resources Committee. The predetermined performance measures are consistent with our financial and operational objectives for the year. The Compensation and Human Resources Committee has discretion to modify all or any portion of any award as it deems necessary or appropriate.
For 2021,2022, our Board of Directors and Compensation and Human Resources Committee established company-wide sales growth (45%), Adjusted EBITDA (35%) and Net Working Capital as a percentage of sales (20%), each calculated on a constant currency basis, as the company-wide financial targets. For the definition of Adjusted EBITDA and reconciliation to the mostfollowing ICP framework which directly comparable measure under GAAP, see “Appendix A--Non-GAAP Financial Measurements”. Net working capital is defined as total accounts receivable plus inventory less accounts payable, and is measured as the average of the most recent 5 quarter end net working capital divided by the trailing 12 months of sales. Constant currency measures are calculated using fixed foreign currency exchange rates based on the average of the prior year’s monthly average rates. These rates are generally established at the beginning of the year in connectionaligns with the development ofCompany’s priorities to drive growth, improve operational excellence, and achieve the operating plan for the year, to ensure that management is focused on long-term growth and not on short-term changes in foreign currency exchange rates. Our Board of Directors and Compensation and Human Resources Committee chose these financial targets because they are key measure used by management to set business goals and evaluate our financial results and profitability. Adjusted EBITDA is used by our senior management to establish financial earningsincremental targets in its annual operating plan.our 2025 ESG goals.
Financial Performance
Metric | Weighting | Description | ||
Revenue | 45% | Revenue is the key metric used to assess performance of our business over the short term and is a common measure to compare our results across companies in the industry. | ||
Constant Currency Adjusted EBITDA | 35% | Constant Currency Adjusted EBITDA is the key metric used to measure growth and the profitability of our business. | ||
Corporate and Strategic Initiatives
Metric | Weighting | Description | ||
| Net Working Capital as % of Sales | 10% | Net Working Capital is a key metric of our liquidity and financial health. It measures our profitability and reflects operational efficiencies and how much we can invest in revenue-generating activities. | ||
| Greenhouse Gas Emissions | 5% | Reduction in Greenhouse Gas Emissions (GHG) is a key metric indicating our efforts to address climate change by reducing current emissions and offset those generated from expansion and organizational growth. | ||
| Gender Representation | 5% | As part of our ESG goals, this metric measures our commitment to a more diverse employee population by measuring female representation at the director level and above. | ||
In order to fund any portion of the ICP, the Company must first meet the minimumthreshold constant currency Adjusted EBITDA target, which was $1,232.3 million for 2021.target. If this threshold is not met, the plan is not funded, and no payouts are made. Upon achievement of the minimum constant currency Adjusted EBITDA, payouts start at 50% funding level for threshold performance and graduate on a straight-line basis to the applicable target for a 100% payout based on actual performance for the relevant metric (Adjusted EBITDA, sales growthrevenue and net working capital as a percentage of sales). Each component then graduates on a straight-line basis to the applicable stretch target for a 200% payout. The maximum funding of the bonus pool is limited to 200%.
The table below provides threshold, target and stretch financial targets under the 2021 ICP, as well as actual results. The Compensation and Human Resources Committee approved the Company funding percentage under the 2021 ICP of 196.8%
(dollars in millions) | Weighting | Threshold | Target | Stretch |
Achievement as a percent of target |
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Sales | 45 | % | $6,758.0 | $6,954.8 | $7,151.7 | 200% | 90% | |||||||||||||||||
Constant Currency Adjusted EBITDA | 35 | % | $1,232.3 | $1,297.1 | $1,362.0 | 200% | 70% | |||||||||||||||||
Net working capital as a percentage of sales | 20 | % | 16.9% | 16.6% | 16.3% | 184% | 36.8% | |||||||||||||||||
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| Company funding percentage | 196.8% | ||||||||||||||||
Historically, for participating executives other than Mr. Stubblefield, a personal performance modifier is applied for purposes of the bonus calculation. This modifier is based on the achievement of a combination of personal goals, such as driving company strategy and results, excellence and innovation, customer focus, accountability and judgement. These goals are not weighted for purposes of evaluating personal performance.
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The following table illustrates the target bonus calculation formula for 2021,2022, except that Mr. Stubblefield’s bonus calculation formula does not provide for a personal performance modifier and his maximum bonus percentage is fixed:fixed at 200% of target:
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Base Salary | x | Target bonus opportunity (expressed as a percentage of base salary) | Company performance (expressed as a percentage of target bonus) | x | Personal performance modifier (expressed as a percentage of target bonus) | = | Annual cash bonus award | |||||||||
| 75% to 165% target bonus based on role | 0%-150% | |||||||||||||||
| 2023 Proxy Statement 43 |
For participating executives other than Mr. Stubblefield, the personal performance modifier is based on the achievement of a combination of personal goals, such as driving company strategy and results, excellence and innovation, customer focus, accountability and judgement. These goals are not weighted for purposes of evaluating personal performance.
The allocation to any individual participant is capped at a maximum of 300% of individual bonus target and overall allocation of the ICP pool may not exceed the lower of company scorecard achievement or 200%. Personal performance modifiers that would result in a payout in excess of 200% of target would only occur in the case of exceptional performance.
In April 2021, we adjustedBonus opportunities under the target bonus opportunity percentages of Messrs. Vanderhaegen and Brophy from 75% to 80%. The target bonus opportunities for Messrs. Stubblefield and Szlosek remained unchanged at 165% and 150%. Ms. Lewis joined the Company at the end of 2020 and is eligible for a target bonus opportunity of 75%.
Individual Performance
In assessing the personal performance modifier component of our bonus program,ICP are reviewed annually by the Compensation and Human Resources Committee evaluated each participating named executive officer’sCommittee. Actual bonus payments under the ICP for a given year, if any, are determined based on predetermined performance in his or her individual role and as a leader in driving company strategy and results and achieving our business objectives. The personal performance modifier assigned to each named executive officer incorporated our assessment of the strength of his or her leadership with respect to, and demonstration of, our values-based behavior described above.
Mr. Stubblefield: While Mr. Stubblefield’s ICP payment is not tied to a personal performance modifier,measures approved by the Compensation and Human Resources Committee recognized Mr. Stubblefield’s leadership in (i) exceeding the internal plan for all operating metrics to deliver increased organic growth and Adjusted EBITDA; (ii) overseeing a share price increase of 50%, a rate exceeding peers; (iii) directing the deployment of more than $4 billion in capital to close 3 acquisitions during 2021 to further the company’s M&A strategy; (iv) enhancing investor outreach, culminating in the company’s inaugural investor day; (v) championing progress in ESG with the inaugural Sustainability Report and increased the diverse representation within both the Board and senior management; and (vi) serving as an ambassador for our strategic vision with our customers and suppliers including hosting the Global Customer Advisory meeting.
Mr. Szlosek:Committee. The Compensation and Human Resources Committee determined, based on Mr. Szlosek’s (i) contributionshas discretion to modify all or any portion of any award as it deems necessary or appropriate.
The table below provides threshold, target and stretch financial targets under the Company’s overall strong performance including 11.3% organic growth, 190 basis points of2022 ICP, as well as actual results. As the minimum constant currency Adjusted EBITDA margin expansion, and 60 basis point reduction in Working Capital as a percentage of sales; (ii) leadership in raising and deploying $4 billion of debt and equity capital to fund three strategic acquisitions while preservingwas not met, no payouts were earned under the company’s leverage ratio and debt agency ratings; (iii) ensuring critical control processes and established and provide management and Board visibility, including Sarbanes-Oxley execution which resulted in no material weakness or significant deficiencies and the launching of Enterprise Risk Management process; and (iv) active leadership in driving ESG internally and with our investors to award Mr. Szlosek a personal performance modifier of 100%.
Mr. Vanderhaegen:2022 ICP. The Compensation and Human Resources Committee determined, based on Mr. Vanderhaegen’s (i) leadership in exceedingapproved the internal plan for revenue and Adjusted EBITDA in Europe and Americas; (ii) leadershipCompany funding percentage under the 2022 ICP of M&A activities which expanded our global portfolio; (iii) management of the expansion of the Company’s product portfolio with new supplier relationships; and (iv) support for the application of the Avantor Business System across the Americas and Europe commercial businesses to award Mr. Vanderhaegen a personal performance modifier of 108%0%.
(dollars in millions) | Weighting | Threshold | Target | Stretch | Actual | Achievement as a percent of target | Weighted payout percentage | |||||||||||||||||||||
Revenue | 45 | % | $7,902.5 | $8,158.4 | $8,414.3 | $7,694.4 | 0% | 0% | ||||||||||||||||||||
Constant Currency Adjusted EBITDA(1) | 35 | % | $1,678.2 | $1,766.5 | $1,854.9 | $1,605.3 | 0% | 0% | ||||||||||||||||||||
Net working capital as a percentage of sales(2) | 10 | % | 16.36% | 16.11% | 15.86% | 17.37% | 0% | 0% | ||||||||||||||||||||
Director + Global Female Representation(3) | 5 | % | 36% | 37% | 38% | 37.16% | 100% | 5% | ||||||||||||||||||||
Greenhouse Gas Emissions(4) | 5 | % | 1% | 2% | 3% | 3.97% | 200% | 10% | ||||||||||||||||||||
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| (1) | Adjusted EBITDA and reconciliation to the most directly comparable measure under GAAP, see “Appendix A—Non-GAAP Financial Measurements.” Adjusted EBITDA is used by our senior management to establish financial earnings targets in its annual operating plan. |
| (2) | Net working capital is defined as total accounts receivable plus inventory less accounts payable and is measured as the average of the most recent 5 quarter end net working capital divided by the trailing 12 months of sales. Constant currency measures are calculated using fixed foreign currency exchange rates. These rates are generally established at the beginning of the year in connection with the development of the operating plan for the year, to ensure that management is focused on long-term growth and not on short-term changes in foreign currency exchange rates. |
| (3) | The target goal for director and above global female representation is aligned with the Company’s multi-year goal of having representative parity at 45% by 2025. |
| (4) | The target greenhouse gas emissions goal represents the reduction in 2022 needed to achieve the Company’s 2025 reduction goal of 15%. |
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Mr. Brophy: The Compensation and Human Resources Committee determined, based on Mr. Brophy’s (i) strong commercial leadership in exceeding the internal plan for the biopharma business; (ii) leadership of M&A activities which expanded our global portfolio; (iii) execution in the area of new product innovation with a strong focus on novel platforms; and (iv) championing of Avantor’s Quality and Regulatory organization to award Mr. Brophy a personal performance modifier of 108%.
Ms. Lewis: The Compensation and Human Resources Committee determined, based on Ms. Lewis’ (i) leadership in developing a clear vision for the company’s Supply Chain and Operations function; (ii) delivery of key projects to address the company’s longer-term manufacturing agenda; (iii) enhanced performance in global safety metrics; and (iv) leadership in articulating the company’s multi-year environmental strategy for ESG to award Ms. Lewis a personal performance modifier of 80%.
On the basis of the factors described above, annual bonus awards for each of the named executive officers on account of 20212022 performance isare set forth in the table below.
Name | 2021 Performance Cash Bonus | Base Salary (12/31/2022) ($) | Target (%) | Target Annual Incentive ($) | Company Performance Factor (%) | 2022 ICP Bonus ($) | ||||||||||||||||||
Michael Stubblefield | $ | 3,523,212 | $ | 1,140,000 | 165 | % | $ | 1,881,000 | 0 | % | — | |||||||||||||
Thomas Szlosek | $ | 1,771,200 | $ | 600,000 | 150 | % | $ | 900,000 | 0 | % | — | |||||||||||||
Frederic Vanderhaegen(1) | $ | 962,718 | ||||||||||||||||||||||
| Frederic Vanderhaegen | $ | 581,797 | 80 | % | $ | 465,437 | 0 | % | — | |||||||||||||||
Gerard Brophy | $ | 862,406 | $ | 575,000 | 80 | % | $ | 460,000 | 0 | % | — | |||||||||||||
Sheri Lewis | $ | 560,880 | $ | 475,000 | 75 | % | $ | 356,250 | 0 | % | — | |||||||||||||
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Additional details regarding the dollar value of threshold, target and stretch bonus payout opportunities for 20212022 are provided under “Executive compensation tables — Grants of plan-based awards.”
Guaranteed, Sign-on and Discretionary Bonuses
From time to time, we may award guaranteed, sign-on and discretionary bonuses to attract or retain executive talent. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers.
Ms. Lewis’s employment arrangement provides for a one-time conditional signing bonus of $250,000, which we paid to her on March 5, 2021. Ms. Lewis would have been required to repay the full amount of the signing bonus to us on the last day of her employment if she had terminated her employment with us voluntarily for any reason during the twelve months following her start date.
Long-Term Incentive Programs
Our Compensation and Human Resources Committee believes that equity awards are a key component of our executive compensation program because they help us attract, motivate and retain executive talent.
In connection with our initial public offering, we adopted the 2019 Equity Incentive Plan, which enables us to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other equity- and cash-based awards, and to subject those awards to vesting to promote a long-term perspective. Directors, officers and other employees of us and our subsidiaries, as well as others performing consulting or advisory services for us, are eligible for grants under the 2019 Equity Incentive Plan. The purpose of the 2019 Equity Incentive Plan is to provide incentives that will attract, retain and motivate high-performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards through a proprietary interest in our long-term success.
For 2021,2022, the allocation of the annual equity award for our executive officers iswas 50% in performance stock units, 25% in stock options and 25% in restricted stock units. This mix provides an incentive to achieve favorable long-term results at a reasonable cost to the Company. Stock options and restricted stock units vest over a four-year
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period with 25% vesting on each anniversary of the date of grant, subject to the named executive officer’s continued employment through the applicable vesting date.
The performance stock units are based on a performance period covering three fiscal years. Performance stock units are subject to the attainment of performance goals approved by the Compensation and Human Resources Committee. Vesting (or payout of shares) is based on cumulative performance at the end of a three-year performance cycle. One-half of the performance stock units will be measured against Avantor’s TSR relative to its comparator group, which is comprised of a combinationthe S&P 500 Health Care Index, inclusive of the Dow Jones U.S. Select Medical Equipment Index and our compensation peer group.peers. The other half of the performance stock units will be measured on three-year cumulative adjusted EPS growth.
An executive officer has the opportunity to earn a payout of between 0% and 200% of his or her target award. If threshold performance for a particular metric is not attained, the executive officer forfeits the right to receive any payout based on that metric. Threshold performance for the adjusted EPS metric will result in a share payout equal to 25%50% of the target award and threshold performance for the TSR metric will result in a share payout equal to 50% of the target award. Target performance for each metric will result in a share payout equal to 100% of the target award. Attaining the maximum goal for each metric will result in a share payout equal to 200% of the target award.
| 2023 Proxy Statement 45 |
The Compensation and Human Resources Committee believes that the TSR relative to Avantor’s comparator group and cumulative adjusted EPS goals for the performance stock units covering the three-year performance period (beginning on January 1, 20212022 and ending December 31, 2023)2024) are challenging and difficult to achieve, but attainable with significant skill and effort on the part of our executive leadership team. The cumulative adjusted EPS component of the performance stock unit awards is confidential and consistent with our long-range plan. The TSR component has a threshold payout at 50% if we are at or above the 25th percentile of the comparator group, a target payout of 100% if we are at or above the 50th percentile of the comparator group and a maximum payout of 200% at or above the 90th percentile of the comparator group.
In 2021,2022, we awarded our named executive officers 269,537253,096 target performance stock units, options to purchase 320,550366,044 shares of our common stock and 134,768126,548 restricted stock units. These awards represented approximately 39.6%29.93% of the total equity incentives granted to management and other employees in 2021.2022. We believe that it was appropriate to award this percentage to our named executive officers because they are in the best position to drive our future results and implement our long-term business strategy.
Additional details regarding the equity awards described above, including grant dates and exercise prices, are provided under “Executive compensation tables — Outstanding equity awards at December 31, 2021.2022.”
2020 Performance Stock Unit Payouts
In February 2020, each of our named executive officers received performance shares for the three-year performance period spanning fiscal 2020 through fiscal 2022. In January 2023, the Compensation and Human Resource Committee approved the performance results and related payouts of these performance stock units based on achievement of 3-year cumulative adjusted EPS and 3-year relative total stockholder return (“TSR”) versus a defined group of peers.
| Metric | Weighting | Threshold | Target | Maximum | Actual |
Achievement as a percent of target | ||||||
3-yr Cumulative Adjusted EPS(1) | 50% | $2.68 | $2.98 | $3.28 | $3.70 | 200% | ||||||
3-yr Relative Total Stockholder Return(2) | 50% | 25th%ile | 50th%ile | 90th%ile | 56.36th%ile | 115.91% | ||||||
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| Company funding percentage | 158% | ||||||||
| (1) | Cumulative Adjusted EPS is the result of dividing (x) the sum of the Adjusted Net Income for each fiscal year during the Performance Period and (y) the share count. For purposes of the 2020 performance stock units, the share count was fixed at 642,700,000. |
| (2) | TSR percentile performance determined by company ranking and each peer group member according to its respective TSR for the performance period, from minimum to maximum, with the lowest TSR turn being assigned a rank of one. The Company’s percentile rank is calculated by dividing the Company’s rank by the total number of comparator group members (including the Company). TSR is the result of dividing (x) the entity’s ending price minus the beginning price, by (y) the beginning price. |
Based on our performance, and the respective weighting of each performance metric, the number of shares earned for the fiscal 2020 through fiscal 2022 performance period was calculated as follows:
Fiscal 2020-2022 performance shares earned:
| Name |
Target amount of performance shares granted |
Shares earned based on performance | ||
| Michael Stubblefield | 141,484 | 223,481 | ||
| Thomas Szlosek | 33,956 | 53,635 | ||
| Frederic Vanderhaegen | 28,298 | 44,698 | ||
| Gerard Brophy | 24,524 | 38,736 | ||
| 46 2023 Proxy Statement | |
Other Components of 20212022 Executive Compensation Program
Retirement and Other Benefits
U.S. Pension plan. We sponsor a defined benefit pension plan that was frozen on May 31, 2005 (the “U.S. Pension Plan”). In 2016, we made a decision to re-open the U.S. Pension Plan solely for purposes of providing a cash balance benefit to U.S. employees (except employees covered by collective bargaining agreements). For 2021,2022, an amount equal to 2% of each eligible employee’s compensation was allocated by the Company to the U.S. Pension Plan on a quarterly basis. All contributions to the U.S. Pension Plan are fully-vested upon contribution. Messrs. Stubblefield, Szlosek and Brophy are eligible to participate in and receive benefits under the U.S. Pension Plan, which was subsequently closed to new entrants on January 1, 2019. Additional details regarding this pension plan are provided under “Executive Compensation Tables-Pension Benefits.”
Swiss Savings Plan. Our Swiss subsidiary, VWR International GmbH, sponsors the Swiss savings plan, which is a cash balance benefit plan the (“Swiss Savings Plan”). Each year, contributions to the plan are made by each of the individual participants in the plan and the employer, with the employer portion of the contribution being at least equal to the total contributions made by the participant, up to a maximum contribution of 13% of the participant’s base salary, based on a statutory age-based schedule. Amounts in the plan bear interest depending on the annual performance of the Swiss savings plan, including certain minimum amounts as set by Swiss law. Retirement benefits may be paid in the form of a lump-sum payment or a retirement pension when the employee reaches the normal retirement age under the plan of 65, based on a statutory conversion factor. Mr. Vanderhaegen was eligible to participate in the Swiss Savings Plan in 2021.2022.
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Savings plan. We sponsor the Avantor, Inc. Retirement Savings 401(k) Plan (the “Savings Plan”), which is a tax-qualified retirement savings plan available to all U.S.-based employees, including our U.S.-based named executive officers. Our employees are able to contribute, on a before-tax basis, up to 99% of their earnings to the Savings Plan, up to the limit prescribed by the Internal Revenue Service. We match 100% of the first 4% of contributions to the Savings Plan, subject to earnings limitations under applicable federal income tax rules. Company contributions to the Savings Plan are fully-vested upon contribution. Messrs. Stubblefield, Szlosek and Brophy and Ms. Lewis are eligible to participate in the Savings Plan. Our contributions to named executive officers’ respective Savings Plan accounts is reflected in the column “All Other Compensation” of the Summary Compensation Table.
Supplemental savings retirement plan. Mr. Stubblefield was eligible to participate in the Avantor Supplemental Savings Retirement Plan (the “SSRP”). The SSRP is a nonqualified deferred compensation plan that became effective on November 14, 2013 and was closed to additional contributions in September 2014. Under the SSRP, eligible participants were entitled to defer up to 50% of their base salaries and up to 100% of their annual cash bonus awards. In addition, the SSRP allowed us to credit certain matching amounts to the notional account of each eligible participant for each year. These matching amounts were provided to restore matching amounts to which the participant would otherwise be entitled under the applicable Savings Plan, but which are limited due to earnings limitations under federal income tax rules. Additional details regarding this plan are provided under “Executive Compensation Tables-Supplemental Savings Retirement Plan.”
Perquisites and Other Personal Benefits
Our Compensation and Human Resources Committee periodically reviews the levels of perquisites and other personal benefits provided to our named executive officers. The perquisites and other benefits provided to our named executive officers in 20212022 included a company car, and internet and children allowances for Mr. Vanderhaegen equal to $16,279$13,124 (pursuant to the terms of Mr. Vanderhaegen’ s employment agreement).
Our named executive officers are offered health coverage and disability insurance under the same programs as all other associates.
Severance Arrangements
Our employment arrangements with each of our named executive officers provide for payments and other benefits in connection with certain qualifying terminations of employment. Our Compensation and Human Resources Committee believes that these severance benefits: (1) help secure the continued employment and dedication of our
| 2023 Proxy Statement 47 |
named executive officers; (2) enhance our value to a potential acquirer because our named executive officers have noncompetition, nonsolicitationnon-solicitation and confidentiality provisions that apply after any termination of employment, including after a change in control; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management.
Additional information regarding the severance arrangements with each of our named executive officers, including a quantification of benefits that would have been received by each named executive officer who are currently employed by the Company had his or her employment terminated on December 31, 2021,30, 2022, the last business day of 2022, is provided below under “Termination and Change in Control Arrangements.”
Stock Ownership Guidelines
We maintain stock ownership guidelines that are intended to align the economic interests of our executive officers with those of our stockholders. For purposes of the guidelines, the value of an executive’s stock ownership includes all shares of the Company’s common stock owned by the executive outright; shares owned jointly with or separately by the individual’s spouse and/or children; shares held in trusts, brokerage accounts, deferred accounts, employee benefit or savings plans or any other personal account for which beneficial ownership would be attributed; unvested restricted stock and restricted stock units. In 2021, we amended our guidelines to remove the
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value of vested and unexercised stock options from holdings that count towards the minimum stock ownership requirement. These guidelines were originally established in November 2019 and set the following target levels:
tle | Stock Ownership Multiple | |
Chief Executive Officer | 6 times base salary | |
Chief Financial Officer and Segment Leaders | 3 times base salary | |
Other Executive Officers | 2 times base salary | |
Each of our executive officers must attain the minimum stock ownership level within 5 years from the later of the adoption of the guidelines andor the commencement date of employment and, until the minimum stock ownership is met, an executive officer is generally prohibited from selling shares of Company stock if they would not meet the applicable stock ownership guideline after the sale, with the exception of sales to pay the exercise price of stock options, or to cover taxes at the time of vesting. As of December 31, 2021,2022, each of Messrs. Stubblefield, Szlosek, Vanderhaegen and Brophyour named executive officers have met their ownership requirements.
Clawback Policy
The Compensation and Human Resources Committee has approved robust incentive compensation recoupment, or “clawback” policy(“clawback” policy) that applyapplies to all cash and equity awards made to any Avantor associates, including our executive officers and CEO. This policy provides for forfeiture or recoupment of certain cash and equity incentive compensation in the event of a restatement of our financial statements or other detrimental conduct. Specifically, forfeiture or recoupment is authorized if:
A covered participant engages in misconduct that results in a restatement of our financial statements, due to a material error, during the covered participant’s employment or within three years thereafter; or
| • | A covered participant engages in misconduct that results in a restatement of our financial statements, due to a material error, during the covered participant’s employment or within three years thereafter; or |
| • | A covered participant engages in any other detrimental activity, including (i) unauthorized disclosure of any confidential or proprietary information; (ii) any activity that would be grounds to terminate the participant’s employment or service for cause; (iii) a breach by the participant of any restrictive covenant by which such participant is bound, including, without limitation, any covenant not to compete or not to solicit, or (iv) fraud or conduct contributing to any financial irregularities, as determined by the Committee in its sole discretion. |
A covered participant engages in any other detrimental activity, including (i) unauthorized disclosure of any confidential or proprietary information; (ii) any activity that would be grounds to terminate the participant’s employment or service for cause; (iii) a breach by the participant of any restrictive covenant by which such participant is bound, including, without limitation, any covenant not to compete or not to solicit, or (iv) fraud or conduct contributing to any financial irregularities, as determined by the Committee in its sole discretion.
This policy gives the Compensation and Human Resources Committee discretion to determine the method of recovering compensation and the amount to be recovered.
Hedging, Short Sales and Pledging Policies
Our Insider Trading Policy, which applies to all directors, officers and employees, prohibits pledging any Avantor shares and includes our policies on hedging, short sales and pledging of our securities. The policy prohibits hedging or monetization transactions involving Company securities, such as prepaid variable forwards and collars. It also prohibits short sales of our securities. In addition, it prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan.
| 48 2023 Proxy Statement | |
2019 Employee Stock Purchase Plan
In connection with the initial public offering, we adoptedWe sponsor the Avantor, Inc. 2019 Employee Stock Purchase Plan (the “Avantor ESPP”). Offering periods under the Avantor ESPP commenced in January 2020. The Avantor ESPP is designed to encourage employees to become stockholders and to increase their ownership of our common stock. We amended the ESPP as of November 1, 2019 to provide that the maximum number of shares of common stock which may be issued pursuant to the Avantor ESPP may not exceed 2,000,000 shares. Shares of our common stock issued under the Avantor ESPP will be issued at the lower of the share price on the first or last day of the offering period plus a discount to market of 15% and with an. Each offering period is equal to six months; provided, that pursuant to the November 1, 2019 amendment,months and the maximum number of shares that may be purchased in any offering period may not exceed 100,000 individually, or in total. The Avantor ESPP is also intended to comply with the requirements of Section 423 of the Code and to assure the participants of the tax advantages provided thereby.
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| 2023 Proxy Statement 49 |
COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT
Our Compensation and Human Resources Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on that review and discussion, the Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and by reference in Avantor’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.
Respectfully submitted by the Compensation and Human Resources Committee of the Board of Directors.
Matthew Holt,Michael Severino, Chair
Lan Kang
Christi Shaw
Gregory Summe
Michael Severino
The foregoing Report of the Compensation and Human Resources Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the report by reference therein.
| 50 2023 Proxy Statement | |
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SUMMARY COMPENSATION TABLE
The table below summarizes the total compensation paid to or earned by each of our named executive officers for the years indicated.
Name and Principal Position | Year | Salary ($)1 | Bonus ($)2 | Stock ($)3 | Option ($)3 | Non-Equity Incentive Plan Compensation ($)4 | Change in ($)5 | All Other Compensation ($)6,7 | Total ($) | Year | Salary ($)1 | Bonus ($) | Stock ($)2 | Option ($)2 | Non-Equity Incentive Plan Compensation ($)3 | Change in ($)4 | All Other Compensation ($)5,6 | Total ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Stubblefield | 2021 | 1,085,000 | — | 6,633,149 | 2,000,000 | 3,523,212 | 5,342 | 14,210 | 13,260,913 | 2022 | 1,127,308 | — | 7,371,470 | 2,313,486 | — | — | 19,502 | 10,831,766 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director, President and | 2020 | 1,085,000 | — | 4,813,959 | 2,499,998 | 2,372,081 | 6,272 | 479,752 | 11,257,062 | 2021 | 1,085,000 | — | 6,633,149 | 2,000,000 | 3,523,212 | 5,342 | 14,210 | 13,260,913 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | 2019 | 984,308 | 130,000 | 14,000,000 | — | 1,282,296 | 5,135 | 593,526 | 16,995,265 | 2020 | 1,085,000 | — | 4,813,959 | 2,499,998 | 2,372,081 | 6,272 | 479,752 | 11,257,062 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas Szlosek | 2021 | 600,000 | — | 1,492,479 | 449,998 | 1,771,200 | 5,592 | 16,674 | 4,335,943 | 2022 | 600,000 | — | 1,753,183 | 550,255 | — | 3,784 | 16,586 | 2,923,808 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President | 2020 | 600,000 | — | 2,405,359 | 1,849,997 | 1,371,275 | 5,747 | 11,400 | 6,243,778 | 2021 | 600,000 | — | 1,492,479 | 449,998 | 1,771,200 | 5,592 | 16,674 | 4,335,943 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
and Chief Financial Officer | 2019 | 600,000 | — | 2,599,996 | — | 765,000 | 869 | 11,200 | 3,977,065 | 2020 | 600,000 | — | 2,405,359 | 1,849,997 | 1,371,275 | 5,747 | 11,400 | 6,243,778 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Frederic Vanderhaegen | 2021 | 579,674 | — | 1,492,479 | 449,998 | 962,718 | — | 80,238 | 3,565,108 | 2022 | 577,652 | — | 1,593,803 | 500,229 | — | — | 88,467 | 2,760,151 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President | 2020 | 495,457 | — | 1,962,814 | 1,500,000 | 615,451 | — | 64,289 | 4,638,011 | 2021 | 579,674 | — | 1,492,479 | 449,998 | 962,718 | — | 80,238 | 3,565,108 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Europe | 2020 | 495,457 | — | 1,962,814 | 1,500,000 | 615,451 | — | 64,289 | 4,638,011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gerard Brophy | 2021 | 513,462 | — | 1,492,479 | 449,998 | 862,406 | 5,557 | 15,018 | 3,338,920 | 2022 | 563,462 | — | 1,593,803 | 500,229 | — | 3,120 | 16,006 | 2,676,620 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President | 2020 | 474,693 | — | 1,834,438 | 1,433,330 | 519,234 | 5,901 | 11,400 | 4,278,996 | 2021 | 513,462 | — | 1,492,479 | 449,998 | 862,406 | 5,557 | 15,018 | 3,338,920 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Biopharma Production |
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| 2020 | 474,693 | — | 1,834,438 | 1,433,330 | 519,234 | 5,901 | 11,400 | 4,278,996 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sheri Lewis | 2021 | 469,519 | 250,000 | 1,243,687 | 375,000 | 560,880 | — | 14,887 | 2,913,973 | 2022 | 475,000 | — | 1,036,025 | 325,101 | — | — | 15,618 | 1,851,744 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President, | 2021 | 469,519 | 250,000 | 1,243,687 | 375,000 | 560,880 | — | 14,887 | 2,913,973 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| (1) | Amounts reflect the named executive officer’s base salary earned for 2022, 2021 |
| (2) |
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The amounts reflected in these columns represent the aggregate grant date fair value of awards granted to the named executive officer by us in the applicable year computed in accordance with Topic 718, disregarding the effect of estimated forfeitures. The assumptions made in the valuation of our equity awards are found in Note 18 to our audited financial statements included in our annual report on Form 10-K for fiscal |
Amounts reflect performance-based cash incentive awards under the ICP or predecessor plans for each of 2022, 2021 |
For Messrs. Stubblefield, Szlosek and Brophy, the amount reflects the year-over-year change in actuarial present value of the accumulated benefit under the U.S. Pension Plan during the year indicated. |
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| 2023 Proxy Statement 51 |
All other compensation for |
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| Company savings plan match (a)($) | Company contribution to pension (b)($) | Miscellaneous (c)($) | Total ($) | Company savings plan match (a)($) | Company contribution to pension (b)($) | Miscellaneous (c)($) | Total ($) | ||||||||||||||||||||||||||||||||
Michael Stubblefield | 11,600 | — | 2,610 | 14,210 | 12,200 | — | 7,302 | 19,502 | ||||||||||||||||||||||||||||||||
Thomas Szlosek | 11,600 | — | 5,074 | 16,674 | 12,200 | — | 4,386 | 16,586 | ||||||||||||||||||||||||||||||||
Frederic Vanderhaegen | — | 63,959 | 16,279 | 80,238 | — | 75,343 | 13,124 | 88,467 | ||||||||||||||||||||||||||||||||
Gerard Brophy | 11,600 | — | 3,418 | 15,018 | 12,200 | — | 3,806 | 16,006 | ||||||||||||||||||||||||||||||||
Sheri Lewis | 11,600 | — | 3,287 | 14,887 | 12,200 | — | 3,418 | 15,618 | ||||||||||||||||||||||||||||||||
| (a) | Amounts represent our contributions to the Savings Plan on behalf of such executive. |
| (b) | Amounts represent our contribution to the Swiss Pension Plan on behalf of Mr. Vanderhaegen and have been converted from Swiss Francs to U.S. dollars using the average of the monthly average exchange rates for |
| (c) | For Messrs. Stubblefield, Szlosek and Brophy and Ms. Lewis, amounts represent |
Amounts shown in this column also include the aggregate amount of cash payments paid or credited to Mr. Stubblefield in 2020 |
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| Fiscal 2019 payments | Fiscal 2020 payments | Fiscal 2021 payments | ||||||||||||
| Michael Stubblefield | $ | 574,249 | $ | 468,352 | — | ||||||||||
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| Fiscal 2020 payments | Fiscal 2021 payments | Fiscal 2022 payments | ||||||||||||
| Michael Stubblefield | $ | 468,352 | — | — | |||||||||||
| 52 2023 Proxy Statement | |
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Grants of Plan-Based Awards
The following table provides information about equity and non-equity awards issued to our named executive officers in 2021.2022.
Name | Award Type | Grant Date |
Estimated future payments under Non-equity incentive plan awards(1) |
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Estimated future payments under equity incentive plan awards(2) | All other Stock awards: number of shares of Stock or units (#)(3) | All other | Exercise base of | Grant date of stock and | Award Type | Grant Date |
Estimated future payments under Non-equity incentive plan awards(1) |
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Estimated future payments under equity incentive plan awards(2) | All other Stock awards: number of shares of Stock or units (#)(3) | All other | Exercise base of | Grant date of stock and | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) |
| Threshold (#) | Target (#) | Maximum (#) | Threshold ($) | Target ($) | Maximum ($) |
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Michael Stubblefield | ICP | 1,085,000 | 1,790,250 | 3,580,500 | — | — | — | — | — | — | — | ICP | 1,140,000 | 1,881,000 | 3,762,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSUs | 2/25/2021 | — | — | — | 54,269 | 144,718 | 289,436 | — | — | — | $ | 4,633,147 | PSUs | 2/23/2022 | — | — | — | 69,885 | 139,770 | 279,540 | — | — | — | $ | 5,058,975 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NQ | 2/25/2021 | — | — | — | — | — | — | — | 234,192 | 27.64 | $ | 2,000,000 | NQ | 2/23/2022 | — | — | — | — | — | — | — | 202,143 | 33.09 | $ | 2,313,486 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| RSUs | 2/25/2021 | — | — | — |
| — | — | — | 72,359 | — | — | $ | 2,000,002 | RSUs | 2/23/2022 | — | — | — |
| — | — | — | 69,885 | — | — | $ | 2,312,495 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas Szlosek | ICP | — | 900,000 | 2,700,000 | — | — | — | — | — | — | — | ICP | — | 900,000 | 2,700,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSUs | 2/25/2021 | — | — | — | 12,211 | 32,562 | 65,124 | — | — | — | $ | 1,042,472 | PSUs | 2/23/2022 | — | — | — | 16,621 | 33,242 | 66,484 | — | — | — | $ | 1,203,194 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NQ | 2/25/2021 | — | — | — | — | — | — | — | 52,693 | 27.64 | $ | 449,998 | NQ | 2/23/2022 | — | — | — | — | — | — | — | 48,079 | 33.09 | $ | 550,255 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| RSUs | 2/25/2021 | — | — | — |
| — | — | — | 16,281 | — | — | $ | 450,007 | RSUs | 2/23/2022 | — | — | — |
| — | — | — | 16,621 | — | — | $ | 549,989 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Frederic Vanderhaegen(5) | ICP | — | 463,739 | 1,391,217 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSUs | 2/25/2021 | — | — | — | 12,211 | 32,562 | 65,124 | — | — | — | $ | 1,042,472 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NQ | 2/25/2021 | — | — | — | — | — | — | — | 52,693 | 27.64 | $ | 449,998 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Frederic Vanderhaegen(5) | ICP | — | 465,438 | 1,396,313 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSUs | 2/23/2022 | — | — | — | 15,110 | 30,220 | 60,440 | — | — | — | $ | 1,093,813 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NQ | 2/23/2022 | — | — | — | — | — | — | — | 43,708 | 33.09 | $ | 500,229 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| RSUs | 2/25/2021 | — | — | — |
| — | — | — | 16,281 | — | — | $ | 450,007 | RSUs | 2/23/2022 | — | — | — |
| — | — | — | 15,110 | — | — | $ | 499,990 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gerard Brophy | ICP | — | 405,514 | 1,216,542 | — | — | — | — | — | — | — | ICP | — | 460,000 | 1,380,313 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSUs | 2/25/2021 | — | — | — | 12,211 | 32,562 | 65,124 | — | — | — | $ | 1,042,472 | PSUs | 2/23/2022 | — | — | — | 15,110 | 30,220 | 60,440 | — | — | — | $ | 1,093,813 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NQ | 2/25/2021 | — | — | — | — | — | — | — | 52,693 | 27.64 | $ | 449,998 | NQ | 2/23/2022 | — | — | — | — | — | — | — | 43,708 | 33.09 | $ | 500,229 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| RSUs | 2/25/2021 | — | — | — |
| — | — | — | 16,281 | — | — | $ | 450,007 | RSUs | 2/23/2022 | — | — | — |
| — | — | — | 15,110 | — | — | $ | 499,990 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sheri Lewis | ICP | — | 356,250 | 1,068,750 | — | — | — | — | — | — | — | ICP | — | 356,250 | 1,068,750 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PSUs | 2/25/2021 | — | — | — | 10,175 | 27,134 | 54,268 | — | — | — | $ | 868,695 | PSUs | 2/23/2022 | — | — | — | 9,822 | 19,644 | 39,288 | — | — | — | $ | 711,015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NQ | 2/25/2021 | — | — | — | — | — | — | — | 43,911 | 27.64 | $ | 375,000 | NQ | 2/23/2022 | — | — | — | — | — | — | — | 28,406 | 33.09 | $ | 325,101 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| RSUs | 2/25/2021 | — | — | — |
| — | — | — | 13,567 | — | — | $ | 374,992 | RSUs | 2/23/2022 | — | — | — |
| — | — | — | 9,822 | — | — | $ | 325,010 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | These columns reflect the potential payments under the ICP for |
| (2) | These share amounts represent the possible performance stock unit award payouts at various levels of attainment for the performance period beginning January 1, |
| (3) | Represents RSUs. |
| (4) | Amounts reflect the aggregate grant date fair value of non-qualified stock options, restricted stock units and performance stock units granted to our named executive officers in |
| (5) | The target and maximum amounts for Mr. Vanderhaegen are calculated based on the conversion of his |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 20212022
Employment arrangements
We have entered into written agreements with each of our named executive officers governing the terms of their respective employment with us.
Mr. Stubblefield’s employment agreement
We entered into an amended and restated employment agreement with Mr. Stubblefield, effective as of April 10, 2019 (the “Stubblefield Agreement”), pursuant to which Mr. Stubblefield serves as our Chief Executive Officer. The Stubblefield Agreement continues until terminated by either party providing at least 90 days’ written notice (other than in the event of a termination of Mr. Stubblefield by the Company for “cause” (as defined in the Stubblefield Agreement)).
The Stubblefield Agreement provides for a base salary of $1,085,000 per year, subject to review and adjustment no less frequently than annually by our Board, as well as the opportunity to earn an annual bonus in a threshold amount of 100% of base salary, a target amount equal to 165% of base salary and a maximum amount equal to 330% of base salary in
| 2023 Proxy Statement 53 |
accordance with the terms of his employment agreement and the financial metrics under
|
the Company’s annual bonus plan. See “Elements of compensation — What we pay and why — Annual cash incentive compensation.”
In addition, the Stubblefield Agreement provides Mr. Stubblefield with standard benefits normally provided to other senior executives, including payment for or reimbursement of commercially reasonable out-of-pocket business expenses; four weeks of paid vacation; and certain payments and benefits in the event that Mr. Stubblefield’s employment is terminated under specified circumstances, subject to compliance with certain restrictive covenants, as described under “Termination and change in control arrangements.”
Employment agreements with Messrs. Szlosek, Vanderhaegen and Brophy and Ms. Lewis
We entered into employment agreements with Ms. Lewis, effective as of December 31, 2020, with Mr. Brophy, effective July 30, 2018, (which was amended and restated on April 2, 2019), with Mr. Vanderhaegen, effective October 8, 2018 (which was amended on April 10, 2019), and with Mr. Szlosek, effective as of December 3, 2018 (each an “EVP Employment Agreement” and collectively, the “EVP Employment Agreements”) pursuant to which each serves or served, as applicable, in the positions and with a base salary as described above. Mr. Szlosek’s EVP Employment Agreement provides for the opportunity to earn an annual bonus with a target amount equal to 150% of base salary. Messrs. Brophy and Vanderhaegen’s EVP Employment Agreements provide for the opportunity to earn an annual bonus with a target amount equal to 80% of base salary and Ms. Lewis’s EVP Employment Agreement provides for the opportunity to earn an annual bonus with a target amount equal to 75% of base salary. Each EVP Employment Agreement provides the applicable named executive officer with the opportunity to earn an annual bonus in accordance with the terms of the 20212022 ICP. See “Elements of compensation — What we pay and why — Annual cash incentive compensation.”
Ms. Lewis’s EVP Employment Agreement provided for a one-time conditional signing bonus of $250,000, which we paid to her on March 5, 2021. Ms. Lewis would have been required to repay the full amount of the signing bonus to us on the last day of her employment if she had terminated her employment with us voluntarily for any reason during the 12 months following her start date.
Pursuant to their respective EVP Employment Agreements, each applicable named executive officer is also provided with all standard benefits that we normally provide to other similarly-situated executives. Each named executive officer is provided with four weeks (or 25 days in the case of Mr. Vanderhaegen) of, paid vacation per year. Each EVP Employment Agreement also provides for certain payments and benefits in the event that the applicable named executive officer’s employment is terminated under specified circumstances. See the additional information provided under “Termination and change in control arrangements.”
| 54 2023 Proxy Statement | |
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Outstanding Equity Awards at December 31, 20212022
The following table provides information as of December 31, 2021,2022, regarding the outstanding equity awards of our named executive officers under the 2019 Equity Incentive Plan, the Vail Holdco Corp Equity Incentive Plan (the “Vail Plan”) and Legacy Avantor Equity Plan. See “Long term incentive program” for more information.
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| Option awards | Stock awards |
| Option awards | Stock awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of underlying securities unexercised options (#) exercisable (1)(2) | Number of securities underlying unexercised options (#) unexercisable (2)(3) | Option exercise price ($) | Option Date Expiration | Number of shares or units of stock that have not vested (#)(4) | Market value of shares or units of stock that have not vested ($)(5) | Equity incentive plan awards: Number of unearned shares units or other rights that have not vested (#)(6) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (#)(5) | Grant Date | Number of securities underlying unexercised options (#) exercisable (1)(2) | Number of securities underlying unexercised options (#) unexercisable (2)(3) | Option exercise price ($) | Option Date Expiration | Number of shares or units of stock that have not vested (#)(4) | Market value of shares or units of stock that have not vested ($)(5) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(6) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (#)(5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Stubblefield | 9/30/2016 | 750,000 | — | 13.11 | 9/30/2026 | — | — | — | — | 9/30/2016 | 750,000 | — | 13.11 | 9/30/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 12/13/2017 | 3,380,200 | — | 23.21 | 12/13/2027 | — | — | — | — | 12/13/2017 | 3,380,200 | — | 23.21 | 12/13/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/17/2019 | — | — | — | — | 500,000 | 21,070,000 | — | — | 5/17/2019 | — | — | — | — | 250,000 | 5,272,500 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/20/2020 | 114,051 | 342,153 | 17.67 | 2/20/2030 | 106,112 | 4,471,560 | 282,966 | 11,924,187 | 2/20/2020 | 228,102 | 228,102 | 17.67 | 2/20/2030 | 70,741 | 1,491,928 | 282,968 | 5,967,795 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2021 | — | 234,192 | 27.64 | 2/25/2031 | 72,359 | 3,049,208 | 289,436 | 12,196,833 | 2/25/2021 | 58,548 | 175,644 | 27.64 | 2/25/2031 | 54,270 | 1,144,554 | 289,436 | 6,104,205 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2022 | — | 202,143 | 33.09 | 2/23/2032 | 69,885 | 1,473,875 | 279,540 | 5,895,499 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas Szlosek | 12/3/2018 | 1,149,268 | 202,812 | 23.21 | 12/3/2028 | — | — | — | — | 12/3/2018 | 1,352,080 | — | 23.21 | 12/3/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/17/2019 | — | — | — | — | 92,856 | 3,912,952 | — | — | 5/17/2019 | — | — | — | — | 46,429 | 979,188 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/2/2020 | 74,273 | 148,543 | 18.45 | 1/2/2030 | 45,167 | 1,903,337 | — | — | 1/2/2020 | 148,544 | 74,272 | 18.45 | 1/2/2030 | 22,584 | 476,290 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/20/2020 | 27,373 | 82,116 | 17.67 | 2/20/2030 | 25,467 | 1,073,179 | 67,912 | 2,861,812 | 2/20/2020 | 54,745 | 54,744 | 17.67 | 2/20/2030 | 16,978 | 358,066 | 67,912 | 1,432,264 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2021 | — | 52,693 | 27.64 | 2/25/2031 | 16,281 | 686,081 | 65,124 | 2,744,325 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2021 | 13,173 | 39,520 | 27.64 | 2/25/2031 | 12,211 | 257,530 | 65,124 | 1,373,465 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2022 | — | 48,079 | 33.09 | 2/23/2032 | 16,621 | 350,537 | 66,484 | 1,402,148 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Frederic Vanderhaegen | 10/8/2018 | 459,705 | 81,125 | 23.21 | 10/8/2028 | — | — | — | — | 10/8/2018 | 460,830 | — | 23.21 | 10/8/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/17/2019 | — | — | — | — | 39,286 | 828,542 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/17/2019 | — | — | — | — | 78,572 | 3,311,024 | — | — | 1/2/2020 | 118,835 | 59,418 | 18.45 | 1/2/2030 | 18,067 | 381,033 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/2/2020 | 59,418 | 118,835 | 18.45 | 1/2/2030 | 36,133 | 1,522,645 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/20/2020 | 22,811 | 68,430 | 17.67 | 2/20/2030 | 21,222 | 894,295 | 56,594 | 2,384,871 | 2/20/2020 | 45,621 | 45,620 | 17.67 | 2/20/2030 | 14,148 | 298,381 | 56,596 | 1,193,610 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2021 | — | 52,693 | 27.64 | 2/25/2031 | 16,281 | 686,081 | 65,124 | 2,744,325 | 2/25/2021 | 13,173 | 39,520 | 27.64 | 2/25/2031 | 12,211 | 257,530 | 65,124 | 1,373,465 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2022 | — | 43,708 | 33.09 | 2/23/2032 | 15,110 | 318,670 | 60,440 | 1,274,680 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gerard Brophy | 7/30/2018 | — | 81,125 | 23.21 | 7/30/2028 | — | — | — | — | 7/30/2018 | 81,125 | — | 23.21 | 7/30/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/17/2019 | — | — | — | — | 78,572 | 3,311,024 | — | — | 5/17/2019 | — | — | — | — | 39,286 | 828,542 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/2/2020 | — | 118,835 | 18.45 | 1/2/2030 | 36,133 | 1,522,645 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/20/2020 | — | 59,306 | 17.67 | 2/20/2030 | 18,393 | 775,081 | 49,048 | 2,066,883 | 1/2/2020 | — | 59,418 | 18.45 | 1/2/2030 | 18,067 | 381,033 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2021 | — | 52,693 | 27.64 | 2/25/2031 | 16,281 | 686,081 | 65,124 | 2,744,325 | 2/20/2020 | 19,769 | 39,537 | 17.67 | 2/20/2030 | 12,262 | 258,606 | 49,048 | 1,034,422 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2021 | 13,173 | 39,520 | 27.64 | 2/25/2031 | 12,211 | 257,530 | 65,124 | 1,373,465 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2022 | — | 43,708 | 33.09 | 2/23/2032 | 15,110 | 318,670 | 60,440 | 1,274,680 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sheri Lewis | 12/31/2020 | 14,775 | 44,327 | 28.15 | 12/31/2030 | 39,965 | 1,684,125 | — | — | 12/31/2020 | 29,551 | 29,551 | 28.15 | 12/31/2030 | 26,643 | 561,901 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2021 | — | 43,911 | 27.64 | 2/25/2031 | 13,567 | 571,713 | 54,268 | 2,286,854 | 2/25/2021 | 10,977 | 32,934 | 27.64 | 2/25/2031 | 10,176 | 214,612 | 54,268 | 1,144,512 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/23/2022 | — | 28,406 | 33.09 | 2/23/2032 | 9,822 | 207,146 | 39,288 | 828,584 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | The stock options granted in |
| (2) | The stock options granted in 2017 and 2018 vest as follows: 60% vest annually on the date of grant over four years and the remaining 40% vested upon the occurrence of our initial public offering, in each case subject to the executive’s continued employment. In the event of a change in control prior to an applicable vesting date, any then unvested time-vesting options shall vest, subject to the named executive officer’s continued employment through each such date. In the event of the termination of an executive’s employment (other than for “cause” (as defined in the Vail Plan)), any then-unvested options will be immediately forfeited for no consideration, and any then- vested options will remain outstanding and exercisable for 180 days following such termination, subject to earlier expiration of the option. In the event of such executive’s termination for “cause,” all options, whether exercisable or not, will be immediately forfeited for no consideration. |
| 2023 Proxy Statement 55 |
| (3) | The stock options granted in February 2020 and thereafter vest at a rate of 25% per year on each anniversary of the date of grant and the stock options granted on January 2, 2020, vest at a rate of one-third per year on each anniversary of the date of grant, in each case, subject to the named executive officer’s continued employment through such date. |
| (4) | Restricted stock units vest at a rate of 25% per year on each anniversary of the date of grant with the exception of the restricted stock units granted on January 2, 2020, which vest at a rate of one-third per year on each anniversary of the date of grant, in each case, subject to the named executive officer’s continued employment through such date. |
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| (5) | Market value is calculated based on the closing price of Avantor’s Common Stock on December |
| (6) | Represents the number of PSUs at maximum level attainment. PSUs vest, if at all, subject to attainment of the applicable performance metrics at the end of the three-year performance period. |
Options Exercised and Stock Vested
The following table sets forth the value realized upon exercise of stock options and vesting of restricted stock units during fiscal year 20212022 by each of the named executive officers.
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| Option awards | Stock awards | ||||||||||||||||||||||||||||||||||||||
| Option awards | Stock awards | |||||||||||||||||||||||||||||||||||||||
Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting | Value realized on vesting ($)(2) | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting | Value realized on vesting ($)(2) | ||||||||||||||||||||||||||||||||
Michael Stubblefield | 487,700 | 14,081,111 | 285,371 | 8,739,794 | — | — | 303,460 | 9,675,284 | ||||||||||||||||||||||||||||||||
Thomas Szlosek | — | — | 77,501 | 2,313,914 | — | — | 81,572 | 2,838,974 | ||||||||||||||||||||||||||||||||
Frederic Vanderhaegen | 80,000 | 1,203,638 | 64,429 | 1,925,533 | — | — | 68,497 | 2,376,727 | ||||||||||||||||||||||||||||||||
Gerard Brophy | 538,892 | 4,511,415 | 63,485 | 1,898,450 | 59,418 | 1,326,227 | 67,544 | 2,344,665 | ||||||||||||||||||||||||||||||||
Sheri Lewis | — | — | 13,321 | 561,347 | — | — | 16,713 | 400,968 | ||||||||||||||||||||||||||||||||
| (1) | Value realized on exercise is based on the fair market value of Avantor’s Common Stock on the date of exercise minus the exercise price and does not necessarily reflect cash actually received by the named executive officer. |
| (2) | Value realized on vesting is based on the fair market value of Avantor’s Common Stock on the date of vesting before tax withholding and does not necessarily reflect cash actually received by the named executive officer. |
Pension Benefits
United States
The Company sponsors the U.S. Pension Plan, which is a funded and tax-qualified defined benefit retirement plan. The U.S. Pension Plan provides for two types of benefits based on (i) years of service for substantially all full-time U.S. employees of the legacy VWR business who completed one full year of service by May 31, 2005 and (ii) beginning in 2016, an annual company contribution that grows at a defined rate for substantially all full-time U.S. employees of the legacy VWR business (the “Cash Balance Contribution”). The Cash Balance Contribution component of the U.S. Pension Plan excludes employees that are covered by a collective bargaining agreement. The U.S. Pension Plan was frozen on May 31, 2005 but re-opened in 2016 solely for purposes of making Cash Balance Contributions. Participation in Cash Balance Contributions under the U.S. Pension Plan was closed to new entrants as of January 1, 2019.
In 2021,2022, Cash Balance Contributions were made to each eligible U.S. employee in an amount equal to 2% such eligible employee’s compensation and allocated to the U.S. Pension Plan on a quarterly basis. This cash balance benefit replaces performance-based contributions made by the Company under the Savings Plan. All Cash Balance Contributions are fully-vested upon contribution. The defined rate of growth for Cash Balance Contributions will be equal to the average yield on the 2-year treasury constant maturity rate for the second month preceding the first day of the plan year.
| 56 2023 Proxy Statement | |
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The amount reported in the table below represents the present value of the accumulated pension benefit at December 31, 20212022 for each of Messrs. Stubblefield, Szlosek and Brophy under the U.S Pension Plan based upon the assumptions described in the footnotes below. No payments were made in 20212022 from the plans to any of our named executive officers.
Name | Plan name | Number of years credited service | Present value of accumulated pension benefit ($) | Plan name | Number of years credited service | Present value of accumulated pension benefit ($) | ||||||||||||||||||
| Michael Stubblefield(1) | U.S. Pension Plan | 4 | 16,749 | U.S. Pension Plan | 5 | 17,212 | ||||||||||||||||||
| Thomas Szlosek(1) | U.S. Pension Plan | 3 | 12,208 | U.S. Pension Plan | 4 | 15,992 | ||||||||||||||||||
| Gerard Brophy(1) | U.S. Pension Plan | 3 | 14,035 | U.S. Pension Plan | 4 | 17,155 | ||||||||||||||||||
| (1) | The accumulated pension benefit for Messrs. Stubblefield, Szlosek and Brophy is based on eligible |
Supplemental Savings Retirement Plan
Mr. Stubblefield was eligible to participate in the Supplemental Savings Retirement Plan (the “SSRP”). The SSRP was a nonqualified deferred compensation plan that became effective November 14, 2013 and was closed to additional contribution in September 2014. Under the SSRP, eligible participants were entitled to defer up to 50% of their base salaries and up to 100% of their annual bonus awards. Earnings and losses on each notional account are credited based on the performance of the benchmark funds available under the SSRP that the participant selects. Any deferred amounts and earnings and losses thereon will be credited to a notional account for the applicable participant and become a liability for us to such participant.
The table below provides information with respect to Mr. Stubblefield’s SSRP notional accounts.
Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($) | Aggregate (withdrawals) distributions ($) | Aggregate balance at last FYE ($) | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings (losses) in last FY ($) | Aggregate (withdrawals) distributions ($) | Aggregate balance at last FYE ($) | ||||||||||||||||||||||||||||||||||||||||
Michael Stubblefield | — | — | 860 | — | 2,818 | — | — | (486 | ) | — | 2,332 | |||||||||||||||||||||||||||||||||||||||
Termination and change in control arrangements
Stubblefield Agreement
Involuntary termination without cause (other than due to death or disability) or voluntary termination for good reason. In the event Mr. Stubblefield’s employment is terminated by us without “cause” or he resigns for “good reason” (as such terms are defined in the Stubblefield Agreement), in each case, subject to continued compliance with the restrictive covenants described below and the execution and non-revocation of a release of claims against us, we will provide him with:
an amount equal to two times his then-current base salary (or three times if such termination occurs within a two-year period following a “change in control” (as defined in the Company’s 2019 Equity Incentive Plan), paid in equal installments in accordance with our standard payroll policies, for a period of 24 months (or 36 months if such termination occurs within a two-year period following a “change in control” (as defined in the 2019 Equity Incentive Plan)), beginning on the first payroll date following the 45th day after the termination date;
an amount equal to his then-current target bonus opportunity (or three times if such termination occurs within a two-year period following a “change in control” (as defined in the 2019 Equity Incentive Plan)), paid in equal installments in accordance with our standard payroll policies, for a period of 12 months (or 36 months if such termination occurs within a two year period following a “change in control” (as defined in the 2019 Equity Incentive Plan)), beginning on the first payroll date following the 45th day after the termination date;
continued medical insurance benefits that Mr. Stubblefield would otherwise be eligible to receive as an active employee for 24 months (or 36 months if such termination occurs within a two year period following a “change in control”) following the termination date, or, if earlier, until the date upon which Mr. Stubblefield becomes eligible to receive medical benefits from a subsequent employer.
an amount equal to two times his then-current base salary (or three times if such termination occurs within a two-year period following a “change in control” (as defined in the Company’s 2019 Equity Incentive Plan), paid in equal installments in accordance with our standard payroll policies, for a period of 24 months (or 36 months if such termination occurs within a two-year period following a “change in control” (as defined in the 2019 Equity Incentive Plan)), beginning on the first payroll date following the 45th day after the termination date; |
| • | an amount equal to his then-current target bonus opportunity (or three times if such termination occurs within a two-year period following a “change in control” (as defined in the 2019 Equity Incentive Plan)), paid in equal installments in accordance with our standard payroll policies, for a period of 12 months (or 36 months if such termination occurs within a two year period following a “change in control” (as defined in the 2019 Equity Incentive Plan)), beginning on the first payroll date following the 45th day after the termination date; |
| • | continued medical insurance benefits that Mr. Stubblefield would otherwise be eligible to receive as an active employee for 24 months (or 36 months if such termination occurs within a two year period following a “change in control”) following the termination date, or, if earlier, until the date upon which Mr. Stubblefield becomes eligible to receive medical benefits from a subsequent employer. |
| 2023 Proxy Statement 57 |
Restrictive covenants. As a result of the restrictive covenants contained in the Stubblefield Agreement, Mr. Stubblefield agreed not to disclose our confidential information at any time, and for the period during which he is employed by us and for the one-year period thereafter, he has also agreed not to solicit our employees or customers, compete with us, or interfere with our business. In addition, Mr. Stubblefield has agreed not to disparage us at any time, and we have agreed to instruct our officers and directors not to publicly disparage Mr. Stubblefield.
Section 280G “Golden Parachute” Treatment. The Stubblefield Agreement provides that if any payments or benefits to which he becomes entitled would be considered “excess parachute payments” under Section 280G of the Code, then the amount of such payments will be reduced to avoid such characterization and the resulting excise taxes if such reduction in payments will put Mr. Stubblefield in a better net after tax position.
EVP employment agreements with Messrs. Szlosek, Vanderhaegen and Brophy and Ms. Lewis
Involuntary Termination without “Cause” Not Following a Change in Control. In the event that any of Messrs. Szlosek, Vanderhaegen and Brophy or Ms. Lewis is terminated by us without “cause,” other than within a two-year period following a “change in control” (as such terms are defined in their EVP Employment Agreements), subject to continued compliance with the restrictive covenants described below and the execution and non-revocation of a release of claims against us, we will provide him with:
an amount equal to one times (one and a half times in the case of Mr. Szlosek) his then-current base salary, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months;
| • | an amount equal to one times (one and a half times in the case of Mr. Szlosek) his then-current base salary, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months; |
an amount equal to one times (one and a half times in the case of Mr. Szlosek) his then-current target bonus opportunity, prorated for the year of such termination, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months;
| • | an amount equal to one times (one and a half times in the case of Mr. Szlosek) his then-current target bonus opportunity, prorated for the year of such termination, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months; |
| • | continued medical insurance benefits that the applicable named executive officer (other than Mr. Vanderhaegen) would otherwise be eligible to receive as an active employee for 12 months following the termination date, or, if earlier, until the date upon which the applicable named executive officer becomes eligible to receive medical benefits from a subsequent employer. |
continued medical insurance benefits that the applicable named executive officer (other than Mr. Vanderhaegen) would otherwise be eligible to receive as an active employee for 12 months following the termination date, or, if earlier, until the date upon which the applicable named executive officer becomes eligible to receive medical benefits from a subsequent employer.
Involuntary termination without cause or voluntary termination for good reason following a change in control. In the event that any of Messrs. Szlosek, Vanderhaegen or Brophy or Ms. Lewis are terminated by us without “cause” or resigns for “good reason,” in each case within a two-year period following a “change in control” (as such terms are defined in their EVP Employment Agreements) and subject to continued compliance with the restrictive covenants described below and the execution and non-revocation of a release of claims against us, we will provide him with:
an amount equal to one and a half times (two times in the case of Mr. Szlosek) his then-current base salary, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months;
| • | an amount equal to one and a half times (two times in the case of Mr. Szlosek) his then-current base salary, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months; |
an amount equal to one and a half times (two times in the case of Mr. Szlosek) his then-current target bonus opportunity, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months;
| • | an amount equal to one and a half times (two times in the case of Mr. Szlosek) his then-current target bonus opportunity, paid in equal installments in accordance with our standard payroll policies, for a period of 12 months; |
| • | continued medical insurance benefits that the applicable named executive officer (other than Mr. Vanderhaegen) would otherwise be eligible to receive as an active employee for 12 months (18 months in the case of Mr. Brophy and Ms. Lewis) following the termination date, or, if earlier, until the date upon which the applicable named executive officer becomes eligible to receive medical benefits from a subsequent employer. |
continued medical insurance benefits that the applicable named executive officer (other than Mr. Vanderhaegen) would otherwise be eligible to receive as an active employee for 12 months (18 months in the case of Mr. Brophy and Ms. Lewis) following the termination date, or, if earlier, until the date upon which the applicable named executive officer becomes eligible to receive medical benefits from a subsequent employer.
Restrictive covenants. As a result of the restrictive covenants contained in their EVP Employment Agreements, each of Messrs. Szlosek, Vanderhaegen or Brophy or Ms. Lewis, agreed not to disclose our confidential information at any time. Each has also agreed for the period they are employed by us and for the one-year (two years with respect to the solicitation of our employees or customers) period thereafter, not to, compete with us or solicit our employees or customers. Messrs. Szlosek, Vanderhaegen or Brophy or Ms. Lewis have also agreed not to disparage us at any time.
| 58 2023 Proxy Statement | |
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Potential Payments upon Termination ofor Change in Control
The following table describes the potential payments and benefits that would have been payable to our named executive officers assuming an eligible termination (as described above under “Termination and Changechange in control Arrangements”arrangements”) of their employment on December 30, 2022, the last business day of 20212022, and a change in control also occurring on such date.
The amounts shown in the table below do not include:
payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers; or
| • | payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers; or |
| • | distributions of previously vested plan balances under the Savings Plan and the SSRP (see the “Supplemental Savings Retirement Plan” section above for information about the SSRP). |
distributions of previously vested plan balances under the Savings Plan and the SSRP (see the “Supplemental Savings Retirement Plan” section above for information about the SSRP).
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| Change of control(3) |
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| Change in control(3) | ||||||||||||||||||||||||||||||||||
Name | Involuntary termination without cause ($)(1) | Termination due to death or disability ($)(2) | Without termination | With involuntary termination without cause or resignation for good reason($) | Involuntary termination without cause ($)(1) | Termination due to death or disability ($)(2) | Without termination | With involuntary termination without cause or resignation for good reason($) | ||||||||||||||||||||||||||||||||
| Michael Stubblefield |
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| Cash severance | 2,170,000 | — | — | 3,255,000 | 2,280,000 | — | — | 3,420,000 | ||||||||||||||||||||||||||||||||
| Annual cash incentive | 1,790,250 | — | — | 5,370,750 | 1,881,000 | — | — | 5,643,000 | ||||||||||||||||||||||||||||||||
| Equity awards (continued or accelerated vesting)(5) | — | — | $ | 52,419,588 | $52,419,588 | — | — | 14,654,840 | 14,654,840 | |||||||||||||||||||||||||||||||
| Estimated health & welfare benefits | 33,415 | — | — | 50,123 | 34,764 | — | — | 52,145 | ||||||||||||||||||||||||||||||||
| Total | 3,993,665 | — | 52,419,588 | 61,095,461 | 4,195,764 | — | 14,654,840 | 23,769,986 | ||||||||||||||||||||||||||||||||
| Thomas Szlosek |
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| Cash severance | 900,000 | — | — | 1,200,000 | 900,000 | — | — | 1,200,000 | ||||||||||||||||||||||||||||||||
| Annual cash incentive | 1,350,000 | — | — | 1,800,000 | 1,350,000 | — | — | 1,800,000 | ||||||||||||||||||||||||||||||||
| Equity awards (continued or accelerated vesting)(5) | — | — | $ | 20,511,156 | $20,511,156 | — | — | 3,856,882 | 3,856,882 | |||||||||||||||||||||||||||||||
| Estimated health & welfare benefits | 16,711 | — | — | 25,066 | 17,385 | — | — | 17,385 | ||||||||||||||||||||||||||||||||
| Total | 2,266,711 | — | 20,511,156 | 23,536,222 | 2,267,385 | — | 3,856,882 | 6,874,266 | ||||||||||||||||||||||||||||||||
| Frederic Vanderhaegen |
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| Cash severance(4) | 591,432 | — | — | 887,148 | 581,797 | — | — | 872,695 | ||||||||||||||||||||||||||||||||
| Annual cash incentive(4) | 473,146 | — | — | 709,719 | 465,437 | — | — | 698,156 | ||||||||||||||||||||||||||||||||
| Equity awards (continued or accelerated vesting)(5) | — | — | $ | 15,768,438 | $15,768,438 | — | — | 3,357,478 | 3,357,478 | |||||||||||||||||||||||||||||||
| Estimated health & welfare benefits | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Total | 1,064,578 | — | 15,768,438 | 17,365,305 | 1,047,234 | — | 3,357,478 | 4,928,329 | ||||||||||||||||||||||||||||||||
| Gerard Brophy |
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| Cash severance(4) | 525,000 | — | — | 787,500 | ||||||||||||||||||||||||||||||||||||
| Cash severance | 575,000 | — | — | 862,500 | ||||||||||||||||||||||||||||||||||||
| Annual cash incentive(4) | 420,000 | — | — | 630,000 | ||||||||||||||||||||||||||||||||||||
| Annual cash incentive | 460,000 | — | — | 690,000 | ||||||||||||||||||||||||||||||||||||
| Equity awards (continued or accelerated vesting)(5) | — | — | $ | 15,266,923 | $15,266,923 | — | — | 3,257,101 | 3,257,101 | |||||||||||||||||||||||||||||||
| Estimated health & welfare benefits | 15,011 | — | — | 22,516 | 15,686 | — | — | 23,528 | ||||||||||||||||||||||||||||||||
| Total | 960,011 | — | 15,266,923 | 16,706,939 | 1,050,686 | — | 3,257,101 | 4,833,129 | ||||||||||||||||||||||||||||||||
| Sheri Lewis |
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| Cash severance(4) | 475,000 | — | — | 712,500 | ||||||||||||||||||||||||||||||||||||
| Cash severance | 475,000 | — | — | 712,500 | ||||||||||||||||||||||||||||||||||||
| Annual cash incentive(4) | 356,250 | — | — | 534,375 | ||||||||||||||||||||||||||||||||||||
| Annual cash incentive | 356,250 | — | — | 534,375 | ||||||||||||||||||||||||||||||||||||
| Equity awards (continued or accelerated vesting)(5) | — | — | $ | 4,656,109 | $ 4,656,109 | — | — | 1,269,787 | 1,269,787 | |||||||||||||||||||||||||||||||
| Estimated health & welfare benefits | 5,230 | — | — | 7,845 | 5,452 | — | — | 8,179 | ||||||||||||||||||||||||||||||||
| Total | 836,480 | — | 4,656,109 | 5,910,829 | 836,702 | — | 1,269,787 | 2,524,840 | ||||||||||||||||||||||||||||||||
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| 2023 Proxy Statement 59 |
| (1) | Upon termination without “cause” (as such term is defined in the Stubblefield Agreement or the Employment Letter Agreements, as applicable), (i) Mr. Stubblefield is generally entitled to (a) two times the sum of his then current base salary payable in equal installments over the 24-month period following termination, (b) one times his target bonus for the year in which the termination occurs payable in equal installments over the 12-month period following termination and (c) continued health benefits for up to 24 months following termination, (ii) Mr. Szlosek is generally entitled to (a) one and a half times the sum of (x) his then current base salary plus (y) his target bonus for the year (prorated for the year of termination) in which termination occurs, payable in) equal installments over the 12-month period following termination and (b) continued health benefits for up to 12 months following termination and (iii) Messrs. Vanderhaegen and Brophy and Ms. Lewis are generally entitled to one times the sum of (x) his then current base salary plus (y) his target bonus for the year (prorated for the year of termination in which termination occurs, payable in equal installments over the 12-month period following termination, and Mr. Brophy and Ms. Lewis are entitled to continued health benefits for up to 12 months following termination. Mr. Stubblefield is entitled to the same payments and benefits upon a termination by him for “good reason” (as such term is defined in the Stubblefield Agreement). |
| (2) | Upon termination by reason of death, the named executive officer’s beneficiary or estate, as applicable, will be entitled to receive compensation and benefits accrued prior to the death. Upon termination by reason of disability, the named executive officer will be entitled to receive compensation and benefits accrued prior to the disability. |
| (3) | Upon an involuntary termination within two years of a change in control or a resignation for “good reason” (such good reason termination within two years of a change in control) (as each such term is defined in the Stubblefield Agreement or the EVP Employment Agreements, as applicable), (i) Mr. Stubblefield, is generally entitled to (a) three times the sum of his then current base salary plus target bonus for the year in which the termination or resignation occurs payable in equal installments over the 36-month period following termination and (b) continued health benefits for up to 36 months following termination; and (ii) Messrs. Szlosek, Vanderhaegen and Brophy and Ms. Lewis are generally entitled to two times (one and a half times in the case of Messrs. Vanderhaegen and Brophy and Ms. Lewis) the sum of (x) the executive’s then current base salary plus (y) his target bonus for the year in which termination or resignation occurs, payable in equal installments over the 12-month period following termination, and Messrs. Szlosek and Brophy and Ms. Lewis are entitled to continued health benefits for up to 12 months (18 months in the case of Mr. Brophy and Ms. Lewis) following termination. The Stubblefield Agreement provides that if any payments or benefits to which he becomes entitled would be considered “excess parachute payments” under Section 280G of the Code, then the amount of such payments will be reduced to avoid such characterization and the resulting excise taxes if such reduction in payments will put Mr. Stubblefield in a better net after tax position. The amount above reflects no reduction of payments. |
| (4) | The cash severance and annual cash incentive amounts for Mr. Vanderhaegen have been converted from Swiss francs to U.S. dollars based on the exchange rate as of the close of business on December |
| (5) | Represents the value of all unvested stock options and restricted stock units issued by the Company that would vest upon a change in control and assumes a change in control price of |
CEO PAY RATIO
In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (other than the CEO). Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions, and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we report.
The required disclosure is presented as follows:
Median Employee Total Annual Compensation: | $ | 54,165 | ||
CEO Total Annual Compensation: | $ | 10,831,766 | ||
Ratio of CEO Pay to Median Employee Compensation: | 200:1 | |||
Because we did not experience any material changes to our employee population or changes in employee compensation arrangements during 2022, in accordance with SEC rules, we believe it is reasonable to use the median employee identified and reported in 2021 for purposes of calculating the pay ratio disclosure with respect to 2022 and that using this median employee will not significantly affect our pay ratio disclosure.
| 60 2023 Proxy Statement | |
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The following table provides information as of December 31, 20212022 regarding the number of shares of our common stock that may be issued under our equity compensation plans:
Plan Category | Number of Securities to be issued upon Exercise of Outstanding Options, Warrants and Rights (Millions)(#)(a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)(b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan (Excluding Securities Reflected in Column(a)) (Millions)(#)(c) | Number of Securities to be issued upon Exercise of Outstanding Options, Warrants and Rights (Millions)(#)(a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)(b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan (Excluding Securities Reflected in Column(a)) (Millions)(#)(c) | ||||||||||||||||||||||||
Equity Compensation Plans Approved by Security Holders | 19.6 | (1) | 16.30 | 12.5 | (2) | 20.3 | (1) | 20.90 | 28.4 | (2) | ||||||||||||||||||||
Equity Compensation Plans Not Approved by Security Holders | — | — | — | — | — | — | ||||||||||||||||||||||||
Total | 19.6 | 16.30 | 12.5 | 20.3 | 20.90 | 28.4 | ||||||||||||||||||||||||
| (1) | The number of securities to be issued upon exercise of outstanding options, warrants and rights includes |
| (2) | The number of securities remaining available for issuance includes |
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PAY RATIO DISCLOSURE
In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (other than the CEO). The intended purpose of the disclosure is to provide a reasonable measure of the relationship of pay between the CEO and the median paid employee. The Company believes its compensation philosophy and process represent a responsible approach toward CEO pay. For more information regarding our compensation philosophy, see page 37. Our philosophy is to pay our employees competitively to market and provide fair compensation regardless of the locale. We follow that approach worldwide, and by doing so, we believe we maintain a high-quality, stable workforce.
The required disclosure is presented as follows:
Median Employee Total Annual Compensation: | $ | 40,456 | ||
CEO Total Annual Compensation: | $ | 13,260,913 | ||
Ratio of CEO Pay to Median Employee Compensation: | 328:1 | |||
The Company selected December 31, 2021 as the determination date for identifying the median employee for purposes of this pay ratio disclosure.
In determining the median employee, the Company prepared a listing of all employees as of December 31, 2021. This includes U.S. and non-U.S. employees who were full-time, part-time, or temporary employees and those on an approved leave of absence.
The data examined were base salary and bonus or foreign equivalent compensation paid from January 1, 2021 through December 31, 2021.
The median was calculated directly from the arrayed data using base salary for 2021 and fiscal year 2020 bonuses/commissions for all employees employed on December 31, 2021 as the chosen consistently applied compensation measure (“CACM”).
After identifying our median compensated employee, we then calculated the annual total compensation using the same methodology used for our CEO as set forth in the Summary Compensation Table of this proxy statement.
As of December 31, 2021, the Company employed approximately 13,500 employees located in over 30 different countries in a variety of roles. Approximately 5,850 of our associates were employed in the United States, and the remainder were employed outside of the United States. In 2021, we excluded two associates who were employed in Brazil and Turkey, respectively.
We believe our pay ratio presented above is a reasonable estimate. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, and other assumptions in calculating their own pay ratios.
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Year | Summary Compensation on Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | Net Income (4) (millions) | Company Selected Measure (Adjusted EBITDA) (5) (millions) | |||||||||||||||||||||||||
Avantor Total Stockholder Return (3) | Peer Group Total Stockholder Return | |||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||
| 2022 | $ | 10,831,766 | $ | (28,632,167 | ) | $ | 2,553,081 | $ | (7,183,678 | ) | $ | 116.20 | $ | 140.29 | $ | 686.5 | $ | 1,570.7 | ||||||||||||||
| 2021 | $ | 13,260,913 | $ | 45,709,309 | $ | 3,538,486 | $ | 12,019,256 | $ | 232.18 | $ | 143.09 | $ | 572.6 | $ | 1,458.6 | ||||||||||||||||
| 2020 | $ | 11,257,062 | $ | 33,997,170 | $ | 4,588,288 | $ | 10,679,332 | $ | 155.10 | $ | 113.45 | $ | 116.6 | $ | 1,141.6 | ||||||||||||||||
| (1) | Compensation for our PEO, Michael Stubblefield, reflects the amounts reported in the “Summary C ompensation Table” for the respective years. Average compensation for our non-PEO NEOs included: (a) for 2022 and 2021, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Sheri Lewis; and (b) for 2020, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Michael Wondrasch. |
| (2) | Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs NEOs in each of 2022, 2021 and 2020 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the tables below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our other Non-PEO NEOs during the applicable year. For additional information regarding the decisions made by our Compensation and Human Resources Committee in regard to the PEO’s and our other Non-PEO NEOs’ compensation for fiscal year 2022, refer to “Compensation Discussion and Analysis – Compensation Philosophy & Objectives – How We Make Compensation Decisions.” |
62 2023 Proxy Statement | |
PEO: Michael Stubblefield | 2022 | 2021 | 2020 | |||||||||
| Total Compensation as reported in SCT | $ | 10,831,766 | $ | 13,260,913 | $ | 11,257,062 | ||||||
| Subtract change in the actuarial present value of pension benefits | $ | — | $ | (5,342 | ) | $ | (6,272 | ) | ||||
| Add service cost of pension benefits | $ | 3,421 | $ | 3,388 | $ | 2,875 | ||||||
| Subtract grant date fair value of equity awards granted during covered year reported in SCT | $ | (9,684,956 | ) | $ | (8,633,149 | ) | $ | (7,313,957 | ) | |||
Add fair value of equity compensation granted in current year – value at year-end | $ | 3,260,458 | $ | 18,576,571 | $ | 16,957,180 | ||||||
| Add dividends accrued on unvested shares/share units | $ | — | $ | — | $ | — | ||||||
| Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ | (28,816,798 | ) | $ | 17,291,985 | $ | 10,226,909 | |||||
| Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $ | (4,226,057 | ) | $ | 5,214,944 | $ | 2,873,373 | |||||
| Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | $ | — | $ | — | $ | — | ||||||
| Compensation Actually Paid to PEO | $ | (28,632,167 | ) | $ | 45,709,309 | $ | 33,997,170 | |||||
Non-PEO NEOs (Average) | 2022 | 2021 | 2020 | |||||||||
| Total Compensation as reported in SCT | $ | 2,553,081 | $ | 3,538,486 | $ | 4,588,288 | ||||||
| Subtract change in the actuarial present value of pension benefits | $ | (1,726 | ) | $ | (2,787 | ) | $ | (4,428 | ) | |||
| Add service cost of pension benefits | $ | 2,495 | $ | 2,491 | $ | 982 | ||||||
| Subtract grant date fair value of equity awards granted during fiscal year reported in SCT | $ | (1,963,157 | ) | $ | (1,861,530 | ) | $ | (3,340,903 | ) | |||
Add fair value of equity compensation granted in current year – value at year-end | $ | 660,865 | $ | 4,005,523 | $ | 6,814,068 | ||||||
| Add dividends accrued on unvested shares/share units | $ | — | $ | — | $ | — | ||||||
| Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ | (6,381,045 | ) | $ | 5,398,965 | $ | 2,303,223 | |||||
| Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $ | (2,054,191 | ) | $ | 938,108 | $ | 318,100 | |||||
| Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | $ | — | $ | — | $ | — | ||||||
Compensation Actually Paid to Non-PEO NEOs | $ | (7,183,678 | ) | $ | 12,019,256 | $ | 10,679,332 | |||||
| (3) | TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the S&P 500 Health Care Index. Historic stock price performance is not necessarily indicative of future stock performance. |
| (4) | Reflects “Net Income” in the Company’s Consolidated statements of operations included in its Annual Reports on Form 10-K for each of the years ended December 31, 2022, 2021 and 2020. |
| (5) | Adjusted EBITDA is the company selected measure and as used in this Proxy Statement is a non-GAAP financial measure. See “Appendix A – Non-GAAP Financial Measurements” for further discussion on this measure, including a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. |
| 2023 Proxy Statement 63 |
Company Performance Metrics (1) |
| Adjusted EBITDA |
Adjusted EPS |
| Net Working Capital as a Percentage of Sales |
| Relative TSR |
Revenue |
| (1) | For further information regarding these company performance metrics and their function in the Company’s executive compensation program, please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement. |
| (a) | Total stockholder return in the above chart, in the case of both the Company and our peer group as noted in footnote 3 of the above Pay versus Performance Table, reflects the cu mulat ive return of $100 as if invested on December 31, 2019, calculated in accordance with Item 201(e) of Regulation S-K. |
64 2023 Proxy Statement | |
| 2023 Proxy Statement 65 |
Householding of Proxy Materials
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting the Corporate Secretary: Avantor Inc., Corporate Secretary’s Office, Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.
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Questions and Answers About the Meeting and Voting
| 1. | How do I attend the | |
This year’s Annual Meeting will again be a virtual meeting, conducted via live audio webcast on the Internet. Stockholders of record as of March | ||
Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting. | ||
Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m., Eastern
Log in Instructions. To attend the online Annual Meeting, log in at www.virtualshareholdermeeting.com/ | ||
Submitting Questions at the virtual Annual Meeting. As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting’s Rules of Conduct that are pertinent to the Company and meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. | ||
Technical Assistance. Beginning 30 minutes prior to the start of and during the virtual Annual Meeting, we will have support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. | ||
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page.
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2. |
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? | |
In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials, including this proxy statement and our Annual Report, by providing access to such documents on the Internet. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, commencing on or about |
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| 3. | Who is entitled to vote and how many votes do I have? | |
If you were a stockholder of record of Avantor common stock, par value $0.01 per share (the “common stock”), at the close of business on March | ||
A list of stockholders as of the record date entitled to vote at the Annual Meeting will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/
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4. |
What is the difference between holding shares as a stockholder of record/registered stockholder and as a beneficial owner of shares? | |
Stockholder of Record or Registered Stockholder. If your shares of common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered a “stockholder of record” or a “registered Stockholder” of those shares. | ||
Beneficial Owner of Shares. If your shares are held in an account at a bank, brokerage firm or other similar organization, including shares purchased through our employee stock purchase plan, then you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials from the bank, brokerage firm or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm or similar organization as to how to vote the shares held in your account.
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| 5. | How do I vote if I am a stockholder of record? | |
By Telephone or Internet. All stockholders of record can vote by touchtone telephone within the United States, U.S. territories and Canada, using the toll-free telephone number on the proxy card, or through the Internet, using the procedures and instructions described on the proxy card. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been recorded properly. | ||
By Written Proxy. All stockholders of record can also vote by written proxy card. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Board of Directors. | ||
Online During the Meeting. All stockholders of record may vote during the virtual Annual Meeting by visiting the Annual Meeting website at www.virtualshareholdermeeting.com/ | ||
Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting. | ||
| 6. | How do I vote if I am a beneficial owner of shares? | |
Your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting (except on the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for | ||
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| 7. | Who can attend the Annual Meeting? | |
Stockholders of record as of March | ||
Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting. | ||
| 8. | Can I revoke my proxy or change my vote? | |
You may revoke your proxy at any time before it is actually voted at the Annual Meeting by any of the following: | ||
• Delivering written notice of revocation to our Secretary at Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087 by 11:59 p.m. EDT on May | ||
• Submitting a later dated proxy by 11:59 p.m. on May | ||
• Attending the Annual Meeting online and voting by following the instructions at www.virtualshareholdermeeting.com/ | ||
Your attendance at the Annual Meeting online will not, by itself, constitute revocation of your proxy. You may also be represented by another person present in attendance online at the Annual Meeting by executing a form of proxy designating that person to act on your behalf. Shares may only be voted by or on behalf of the record holder of shares as indicated in our stock transfer records. If you are a beneficial stockholder but your shares are held of record by another person, such as a stock brokerage firm or bank, that person must vote the shares as the record holder in accordance with the beneficial holder’s instructions. | ||
| 9. | Is my vote confidential? | |
Yes. Proxy cards, ballots and voting tabulations that identify stockholders are kept confidential, except: | ||
• as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company; | ||
• in the case of a contested proxy solicitation; | ||
• if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to management; or | ||
• to allow the independent inspector of election to certify the results of the vote. | ||
Broadridge Investor Communication Solutions, the independent proxy tabulator used by Avantor, counts the votes and acts as the judge of election for the meeting. | ||
| 10. | What is a broker non-vote? | |
A “broker non-vote” occurs when a broker submits a proxy for the meeting with respect to a routine proposal but does not vote on non-routine proposals because the beneficial owner did not provide voting instructions on those matters. Under NYSE rules, the proposal to ratify the appointment of an independent registered public accounting firm (Item 2) is considered a “routine” proposal. This means that brokerage firms may vote in their discretion on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before the date of the Annual Meeting. In contrast, all of the other proposals set forth in this proxy statement are “non-routine”—brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals. | ||
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| 11. | What constitutes a “quorum” for the meeting? | |
A quorum consists of a majority of the voting power of the issued and outstanding shares entitled to vote at the meeting, present in person or represented by proxy. A quorum is necessary to conduct business at the Annual Meeting. You are part of the quorum if you have voted by proxy. Abstentions and shares represented by “broker non-votes” that are present and entitled to vote at the meeting are counted for purposes of determining a quorum. If you vote to abstain on one or more proposals, your shares will be counted as present for purposes of determining the presence of a quorum unless you vote to abstain on all proposals. | ||
| 12. | What is the voting requirement to approve each of the proposals, and how are votes counted? | |
At the close of business on March | ||
Item 1: Election of | ||
Item 2: Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for | ||
Item 3: Advisory approval of named executive officer compensation. The affirmative vote of a majority of the voting power of the common stock present in person or represented by proxy and entitled to vote thereon is required to approve, on an advisory, non-binding basis, the compensation paid to our named executive officers. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the effect of a negative vote. Broker non-votes will not be counted as present and entitled to vote on the proposal and will therefore have no effect on the outcome of the proposal. | ||
| 13. | Who pays for the solicitation of proxies? | |
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. | ||
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| 14. | May I propose actions for consideration at the | |
Stockholder Proposals. To be eligible for inclusion in the proxy statement, for our 2023 Annual Meeting of Stockholders, under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act), a proposal must be received by our Secretary on or before December 2,
Proxy Access Stockholder Proposals. Pursuant to our proxy access bylaw provision, a stockholder, or a group of up to 20 stockholders, that has continuously owned for three years at least 3% of our outstanding common shares, may nominate and include in the annual meeting proxy materials up to the greater of two directors or 20% of the number of directors serving on the Board, if the stockholder(s) and the nominee(s) meet the requirements specified in our bylaws. Notice of director nominations submitted under the proxy access bylaw provision for the
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees, other than our nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March | ||
| 15. | How may I obtain a copy of Avantor’s Annual Report on Form 10-K? | |
We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, please go to our website (www.avantorsciences.com). Copies of our Annual Report on Form 10-K for the year ended December 31,
Investor Relations Avantor, Inc. Radnor Corporate Center, Building One, Suite 200 100 Matsonford Road Radnor, PA 19087 | ||
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The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgement. Discretionary authority for them to do so is containedprovided for in the proxy.proxy card.
April 1, 2022March 31, 2023
Justin M. Miller
Executive Vice President, General Counsel and Secretary
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AVANTOR, INC. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASUREMENTS
As appropriate, we supplement our results of operations determined in accordance with U.S. generally accepted accounting principles (“GAAP”) with certain non-GAAP financial measurements that we believe are useful to investors, creditors and others in assessing our performance. These measures should not be considered in isolation or as a substitute for reported GAAP results because they may include or exclude certain items as compared to similar GAAP-based measures, and such measures may not be comparable to similarly-titled measures reported by other companies. Rather, these measures should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business. We strongly encourage investors to review our consolidated financial statements included in reports filed with the SEC in their entirety and not rely solely on any one, single financial measurement or communication.
We have provided reconciliations of the following non-GAAP measures referred to in this proxy statement:Proxy Statement:
Organic sales eliminates from our reported net sales growth the impacts of earnings from any acquired or disposed businesses and changes in foreign currency exchange rates. We believe that this measurement is useful as a way to measure and evaluate our underlying commercial operating performance consistently across our segments and the periods presented.
| • | Sales growth on an organic basis eliminates from our reported net sales growth the impacts of earnings from any acquired or disposed businesses that have been owned for less than one year and changes in foreign currency exchange rates. Sales growth on a core organic basis eliminates from our organic growth the impacts of any COVID-19 related net sales. We believe that these measurements are useful as a way to measure and evaluate our underlying commercial operating performance consistently across our segments and the periods presented. |
Adjusted EBITDA measures and evaluates our operating performance exclusive of interest expense, income tax expense, depreciation, amortization and certain other adjustments. We believe that this measurement is useful as a way to analyze the underlying trends in our core business consistently across the periods presented
| • | Adjusted EBITDA measures and evaluates our operating performance exclusive of interest expense, income tax expense, depreciation, amortization and certain other adjustments. We believe that this measurement is useful as a way to analyze the underlying trends in our core business consistently across the periods presented. |
Adjusted EPS is is our adjusted net income divided by the normalized shares outstanding. The normalized shares outstanding reflects for all periods (i) the total number of shares of common stock outstanding following our initial public offering, plus (ii) the dilutive effect of the assumed exercise or conversion of instruments (including our 6.250% Series A mandatory convertible preferred stock assuming the lowest rate of conversion into common stock). The adjusted share count also excludes the shares issued in our secondary equity offering on September 15, 2021. We believe that this measurement is an additional way to analyze the underlying trends in our business consistently across the periods presented.
| • | Adjusted EPS equals our adjusted net income divided by our diluted GAAP weighted average share count (beginning with the quarter ended March 31, 2022). Prior to the first quarter of 2022, Adjusted EPS reflected our adjusted net income divided by the normalized shares outstanding. The normalized shares outstanding reflects for all periods (i) the total number of shares of common stock outstanding following our initial public offering, plus (ii) the dilutive effect of the assumed exercise or conversion of instruments (including our 6.250% Series A mandatory convertible preferred stock assuming the lowest rate of conversion into common stock). We believe that this measurement is an additional way to analyze the underlying trends in our business consistently across the periods presented. |
Adjusted net leverage is equal to our gross debt, reduced by our cash and cash equivalents, divided by our trailing 12-month Adjusted EBITDA (excluding stock-based compensation expense and including the expected run-rate effect of cost synergies and the incremental results of completed acquisitions as if those acquisitions had occurred on the first day of the trailing 12-month period). We believe that this measurement is a useful way to evaluate and measure the Company’s capital allocation strategies and the underlying trends in the business.
| • | Adjusted net income equals our net income or loss first adjusted for the following items: (i) amortization of acquired intangible assets, (ii) net foreign currency remeasurement gains or losses relating to financing activities, (iii) losses on extinguishment of debt, (iv) other costs or credits that are either isolated or cannot be expected to recur with any regularity or predictability. From this amount, we then add or subtract an assumed incremental income tax impact on the above noted pre-tax adjustments, using estimated tax rates, to arrive at Adjusted Net Income. We believe that this measurement is useful as a way to analyze the business consistently across the periods presented. |
| • | Adjusted net leverage equals our gross debt, reduced by our cash and cash equivalents, divided by our trailing 12-month Adjusted EBITDA (excluding stock-based compensation expense and including the expected run-rate effect of cost synergies and the incremental results of completed acquisitions as if those acquisitions had occurred on the first day of the trailing 12-month period). We believe that this measurement is a useful way to evaluate and measure the Company’s capital allocation strategies and the underlying trends in the business. |
Free cash flow is equal to our cash flow from operating activities, excluding acquisition-related costs paid in the period, less capital expenditures. We have amended our definition of free cash flow to exclude acquisition-related costs as they may be significant, individually or in aggregate, and may make it more difficult for investors to understand the free cash flows associated with the normal operations of our business. We believe that this measurement is useful as it provides a view on the Company’s ability to generate cash for use in financing or investment activities.
| • | Free cash flow equals our cash flow from operating activities, excluding acquisition-related costs paid in the period, less capital expenditures. We believe that this measurement is useful as it provides a view on the Company’s ability to generate cash for use in financing or investment activities. |
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Adjusted EBITDA
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| Year ended December 31, | Year ended December 31, | ||||||||||||||
(in millions) | 2021 | 2020 | 2022 | 2021 | ||||||||||||
Net income (loss) | 572.6 | 116.6 | ||||||||||||||
Net income | $ | 686.5 | $ | 572.6 | ||||||||||||
Amortization | 290.8 | 307.5 | 318.3 | 290.8 | ||||||||||||
Loss on extinguishment of debt | 12.4 | 346.8 | 12.5 | 12.4 | ||||||||||||
Net foreign currency loss (gain) from financing activities | 1.3 | (0.7 | ) | |||||||||||||
Net foreign currency loss from financing activities | 7.0 | 1.3 | ||||||||||||||
Other stock-based compensation expense | 3.0 | 1.3 | ||||||||||||||
Other stock-based compensation expense (benefit) | (3.3 | ) | 3.0 | |||||||||||||
Acquisition-related expenses(1) | 77.8 | — | — | 77.8 | ||||||||||||
Integration-related expenses(2) | 15.9 | 17.1 | 19.2 | 15.9 | ||||||||||||
Purchase accounting adjustments(3) | 6.3 | — | 9.4 | 6.3 | ||||||||||||
Restructuring and severance charges(4) | 5.3 | 11.8 | 3.5 | 5.3 | ||||||||||||
Receipt of disgorgement penalty | (13.0 | ) | — | — | (13.0 | ) | ||||||||||
Income tax provision applicable to pretax adjustments | (65.1 | ) | (225.2 | ) | ||||||||||||
Income tax (benefit) provision applicable to pretax adjustments | (97.6 | ) | (65.1 | ) | ||||||||||||
Adjusted Net Income | 907.3 | 575.2 | 955.5 | 907.3 | ||||||||||||
Interest expense | 217.4 | 307.6 | 265.8 | 217.4 | ||||||||||||
Depreciation | 88.4 | 87.9 | 87.2 | 88.4 | ||||||||||||
Income tax provision applicable to Adjusted Net Income | 245.5 | 170.9 | 262.2 | 245.5 | ||||||||||||
Adjusted EBITDA | 1,458.6 | 1,141.6 | 1,570.7 | 1,458.6 | ||||||||||||
| 1. | Represents legal, accounting, |
| 2. | Represents non-recurring direct costs incurred with third-parties to integrate acquired companies. These expenses represent incremental costs and are unrelated to normal operations of our business. Integration expenses are incurred over a pre-defined integration period specific to each acquisition. |
| 3. | Represents the non-cash reduction of contingent consideration related to the Ritter acquisition and the amortization of the purchase accounting adjustment |
| 4. | Reflects the incremental expenses incurred in the period related to initiatives to increase profitability and productivity. Typical costs included in this caption are employee severance, site-related exit costs, and contract termination costs. |
| 5. | Related to the disgorgement of disallowed trading profits from Goldman Sachs, which was a related party until December 31, 2020. |
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Adjusted Earnings per share
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| Year ended December 31, | Year ended December 31, | ||||||||||||||
(shares in millions) | 2021 | 2020 | 2022 | 2021 | ||||||||||||
Diluted earnings (loss) per share (GAAP) | $ | 0.85 | $ | 0.09 | ||||||||||||
Diluted earnings per share (GAAP) | $ | 1.01 | $ | 0.85 | ||||||||||||
Dilutive impact of convertible instruments | 0.04 | 0.09 | — | 0.04 | ||||||||||||
Normalization* | — | — | ||||||||||||||
Fully diluted earnings (loss) per share (non-GAAP) | 0.89 | 0.18 | ||||||||||||||
Fully diluted earnings per share (non-GAAP) | 1.01 | 0.89 | ||||||||||||||
Amortization | 0.45 | 0.48 | 0.47 | 0.45 | ||||||||||||
Loss on extinguishment of debt | 0.03 | 0.54 | 0.01 | 0.03 | ||||||||||||
Net foreign currency loss (gain) from financing activities | — | — | ||||||||||||||
Net foreign currency loss from financing activities | 0.01 | — | ||||||||||||||
Other stock-based compensation expense | — | — | — | — | ||||||||||||
Acquisition-related expenses | 0.12 | — | — | 0.12 | ||||||||||||
Integration-related expenses | 0.03 | 0.02 | 0.03 | 0.03 | ||||||||||||
Purchase accounting adjustments | 0.01 | — | 0.01 | 0.01 | ||||||||||||
Restructuring and severance charges | — | 0.01 | 0.01 | — | ||||||||||||
Receipt of disgorgement penalty | (0.02 | ) | — | — | (0.02 | ) | ||||||||||
Other | — | 0.01 | ||||||||||||||
Income tax benefit applicable to pretax adjustments | (0.10 | ) | (0.35 | ) | ||||||||||||
Income tax (benefit) applicable to pretax adjustments | (0.14 | ) | (0.10 | ) | ||||||||||||
Adjusted EPS (non-GAAP) | $ | 1.41 | $ | 0.89 | $ | 1.41 | $ | 1.41 | ||||||||
Weighted average shares outstanding: |
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Diluted (GAAP) | 599.6 | 583.4 | 679.4 | 599.6 | ||||||||||||
Incremental shares excluded for GAAP | 62.9 | 62.9 | — | 62.9 | ||||||||||||
Normalization for shares issued in IPO | (19.8 | ) | (3.6 | ) | ||||||||||||
Normalization | — | (19.8 | ) | |||||||||||||
Share count for Adjusted EPS (non-GAAP) | 642.7 | 642.7 | ||||||||||||||
Share count for Adjusted EPS (non-GAAP) * | 679.4 | 642.7 | ||||||||||||||
| * | Beginning with the quarter ended March 31, 2022, we have conformed our Adjusted EPS |
Free cash flow
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| Year ended December 31, | Year ended December 31, | ||||||||||||||
(in millions) | 2021 | 2020 | 2022 | 2021 | ||||||||||||
Net cash provided by operating activities | 953.6 | 929.8 | $ | 843.6 | $ | 953.6 | ||||||||||
Acquisition-related expenses paid | 77.8 | — | — | 77.8 | ||||||||||||
Capital expenditures | (111.1 | ) | (61.6 | ) | (133.4 | ) | (111.1 | ) | ||||||||
Free cash flow (non-GAAP) | 920.3 | 868.2 | 710.2 | 920.3 | ||||||||||||
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Adjusted Net leverage
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| December 31, | December 31, | ||||||||||||||
(dollars in millions) | 2021 | 2020 | 2022 | 2021 | ||||||||||||
Total debt, gross | $ | 7,113.2 | $ | 4,972.2 | $ | 6,349.1 | $ | 7,113.2 | ||||||||
Less cash and cash equivalents | (301.7 | ) | (286.6 | ) | (372.9 | ) | (301.7 | ) | ||||||||
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| $ | 6,811.5 | $ | 4,685.6 | $ | 5,976.2 | $ | 6,811.5 | ||||||||
Trailing twelve months Adjusted EBITDA* | $ | 1,587.3 | $ | 1,141.6 | $ | 1,570.7 | $ | 1,587.3 | ||||||||
Trailing twelve months ongoing stock-based compensation expense | 47.7 | 42.4 | 49.1 | 47.7 | ||||||||||||
Pro forma adjustment for projected synergies | — | 1.6 | — | — | ||||||||||||
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| $ | 1,635.0 | $ | 1,185.6 | $ | 1,619.8 | $ | 1,635.0 | ||||||||
Net leverage (non-GAAP) | 4.2 | 4.0 | ||||||||||||||
Adjusted Net leverage (non-GAAP) | 3.7 | 4.2 | ||||||||||||||
| * | Represents the Adjusted EBITDA of Avantor for the trailing twelve-month period plus management’s best estimates of the incremental results attributable to acquired companies as if such acquisitions had been completed on the first day of such trailing twelve-month period, as permitted by our debt covenants. Such estimates and financial information for acquired companies may or may not have been audited, and in certain instances may have been prepared on a basis other than U.S. GAAP |
Net sales
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| December 31, | Reconciliation of reported change to organic change | December 31, | Reconciliation of reported change to organic and core organic change | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(in millions) | 2021 | 2020 | Reported change | Foreign currency impact | M&A impact | Organic | 2022 | 2021 | Reported change | Foreign currency impact | M&A impact | Organic | COVID-19 | Core organic* | ||||||||||||||||||||||||||||||||||||||||||
Year ended: |
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Americas | $ | 4,237.4 | $ | 3,731.5 | $ | 505.9 | $ | 20.0 | $ | 34.6 | $ | 451.3 | $ | 4,471.2 | $ | 4,237.4 | $ | 233.8 | $ | (14.1 | ) | $ | 133.1 | $ | 114.8 | $ | (145.0 | ) | $ | 259.8 | ||||||||||||||||||||||||||
Europe | 2,677.3 | 2,286.7 | 390.6 | 99.4 | 85.3 | 205.9 | 2,516.5 | 2,677.3 | (160.8 | ) | (276.4 | ) | 92.0 | 23.6 | (124.2 | ) | 147.8 | |||||||||||||||||||||||||||||||||||||||
AMEA | 471.4 | 375.4 | 96.0 | 10.9 | 23.1 | 62.0 | 524.7 | 471.4 | 53.3 | (26.6 | ) | 43.1 | 36.8 | 3.7 | 33.1 | |||||||||||||||||||||||||||||||||||||||||
Total | $ | 7,386.1 | $ | 6,393.6 | $ | 992.5 | $ | 130.3 | $ | 143.0 | $ | 719.2 | $ | 7,512.4 | $ | 7,386.1 | $ | 126.3 | $ | (317.1 | ) | $ | 268.2 | $ | 175.2 | $ | (265.5 | ) | $ | 440.7 | ||||||||||||||||||||||||||
| * | Core organic sales growth eliminates from our organic growth the impact from the change in sales of COVID-19 related offerings from 2021 to 2022. Numbers in this column are calculated by removing the impact of COVID-19 sales from the numbers in the “Organic” column. |
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SCAN TO VIEW MATERIALS & VOTE w AVANTOR, INC. RANDOR CORPORATE CENTER VOTE BY INTERNET—INTERNET BUILDING ONE, SUITE 200 Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above AVANTOR, INC.100 MATSONFORD ROAD RADNOR, PA 19087 Use the Internet to transmit your voting instructions and for electronic delivery of RANDOR CORPORATE CENTER information. Vote by 11:59 P.M. ET on 05/11/2022.May 10, 2023. Have your proxy card in hand when BUILDING ONE, SUITE 200 100 MATSONFORD ROAD you access the web site and follow the instructions to obtain your records and to create RADNOR, PA 19087 an electronic voting instruction form. During The Meeting - Meeting—Go to www.virtualshareholdermeeting.com/AVTR2022AVTR2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instrcutions.instructions. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/11/2022.May 10, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V04208-P87131 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY AVANTOR, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors NomineesNominees: For Against Abstain 1a. Juan Andres 0 0 0 For Against Abstain 1b. John Carethers 0 0 0 1k. Gregory Summe 0 0 0 1c. Matthew Holt 0 0 0 The Board of Directors recommends you vote FOR For Against Abstain proposals 2 and 3. For Against Abstain 1d. Lan Kang 0 0 01b. John Carethers 2. Ratification of the Appointment of Deloitte & 0 0 0 Touche LLP as the Company’s independent registered accounting firm for 2022. 1e.2023. 1c. Lan Kang 1d. Joseph Massaro 0 0 0 1f. Mala Murthy 0 0 0 3. Approve, on an Advisory Basis, Named Executive 0 0 0 Officer Compensation. 1g. Jonathan Peacock 0 0 01e. Mala Murthy NOTE: To consider such other business as may properly come before the meeting or any adjournment or postponement 1f. Jonathan Peacock thereof. 1h.1g. Michael Severino 0 0 0 1i.1h. Christi Shaw 0 0 0 . 24 . 0 . 0 1j.1i. Michael Stubblefield 0 0 0 R1 1 _1j. Gregory Summe Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or 0000548438 partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com V04209-P87131 AVANTOR, INC. Annual Meeting of Stockholders May 12, 202211, 2023 11:00 AM ET This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Justin Miller and Scott Baker, or either of them, as proxies and attorneys-in-fact, each with the power to act without the other and to appoint his substitute, and hereby authorize(s) them to vote, as designated on the reverse side of this proxy card and in their discretion on such other business as may properly come before such meeting, all of the shares of Common Stock of AVANTOR, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 AM EDTET on May 12, 2022,11, 2023, and any adjournment or postponement thereof and otherwise to represent the stockholder(s) at such meeting with all powers possessed by the stockholder(s) if personally present at the meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made but the card is signed, this proxy will be voted in accordance with the Board of Directors’ recommendations, and the discretion of the proxies with respect to such other business as may properly come before the meeting and any adjournment or postponement thereof. R1.0.0.24 _ 2 0000548438 Continued and to be signed on reverse side