Avantor, Inc.
For the period ended May 8, 2025. Filed Mar 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 28, 2025
Contents
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement and Avantor’s 2024 Annual Report on Form 10-K before voting.
2025 ANNUAL MEETING OF STOCKHOLDERS
| Time and Date: | 11:00 a.m. Eastern Time, May 8, 2025 |
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| Location: | Online “virtual meeting” at www.virtualshareholdermeeting.com/AVTR2025. Stockholders will need to enter their 16-digit control number included on their Notice of Internet Availability or proxy card in order to participate. |
| Record Date: | March 14, 2025 |
| 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. |
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.
| InternetBefore the Annual Meeting atwww.proxyvote.com | calling 1-800-690-6903toll-free from theU.S. or Canada | mailreturn the signedproxy card | Virtual Meetingonly if you arean eligible stockholder orbeneficial owner and haveregistered and obtained a legalproxy |
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| 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. | |||
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
| Item 1 – | Election of Each of the Ten Directors Named in this Proxy Statement to Serve a One-Year Term Expiring in 2026 | ✓ FOR Each Nominee | 9 |
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| Item 2 – | Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2025 | ✓ FOR | 34 |
| Item 3 – | Advisory Approval of Named Executive Officer Compensation | ✓ FOR | 37 |
| 2025 Proxy Statement | 1 |
PERFORMANCE Overview
Avantor’s approximately 13,500 associates are focused on our mission of setting science in motion to create a better world. Every day, we support our customers, from scientific discovery and development to commercialization. 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 greatest challenges and opportunities.
2024 Financial Highlights
| * | For information about these non-GAAP financial measurements, including reconciliations to the most directly comparable GAAP-based financial measurements, see "Appendix A - Non-GAAP Financial Measurements." |
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Key Accomplishments
In 2024, we continued to collaborate with customers to meet growing demand, including investments to grow our mission-critical products and services and enhance our manufacturing and distribution capabilities. In addition, we continued to take actions that position Avantor for long-term growth, including restructuring our business model and initiating a multi-year cost optimization program.
Innovation
Whether providing cutting edge technology designed for the laboratory bench or developing and implementing complex bioprocessing solutions, in 2024, we delivered the innovative products and services required to help our customers spend more of their time focused on science.
| 2 | 2025 Proxy Statement |
Expanding Capabilities and Improving Productivity
In 2024, we invested at a record level across sales, manufacturing and distribution channels to ensure we are well positioned to meet the evolving needs of our customers:
Business Evolution and Cost Transformation
In 2024, we fundamentally transformed our company, enabling us to deliver even more value to the scientific community and to our stockholders:
| 2025 Proxy Statement | 3 |
Stockholder Engagement Highlights
We regularly interact with our stockholders through our stockholder engagement program that reaches current stockholders, market participants and potential investors in a variety of forums including quarterly earnings discussions, investor conferences and investor meetings. Topics include financial and operating performance, corporate strategy and corporate responsibility. Members of our investor relations team and senior management participate in each discussion, with certain engagements including a member of our Board.
For more information on our approach to stockholder engagement and actions we have taken in response to stockholder feedback, see "Corporate Governance — Stockholder Engagement Program." For more information on our stockholder engagement efforts with respect to last year’s say-on-pay vote and executive compensation, see "Executive Compensation — Compensation Discussion and Analysis — 2024 Say-On-Pay and Stockholder Engagement."
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:
| SeparateChairman andCEO roles | 9 out of 10Board Membersare independent | Regular ExecutiveSessions ofIndependentDirectors | Risk Oversightby the FullBoard and itsCommittees |
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| Annual Boardand CommitteeSelf-Evaluations | Policies Prohibiting Short Sales,Hedging, Margin Accounts andPledging of stock by Directors and Officers | No classifiedboard | Annual Elections for allBoard Members |
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| Proxy access forstockholders | Majority voting standard inuncontested elections of directorsand a resignation policy applicable toincumbent directors not receiving therequisite vote | 20% threshold forstockholders to call aspecial meeting |
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For more information on our corporate governance practices, see “Corporate Governance.”
| 4 | 2025 Proxy Statement |
BOARD NOMINEES
Avantor’s Board of Directors currently has ten 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.
| Juan Andres | 60 | 2019 | Former President, Strategic Partnerships and Enterprise Expansion, Moderna, Inc. | Yes | Audit & Finance Science & Technology (Chair) |
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| John Carethers, M.D. | 61 | 2021 | Vice Chancellor Health Science, University of California San Diego | Yes | Nominating & Governance Science & Technology |
| Lan Kang | 56 | 2021 | President and Chief Executive Officer, Azkarra Therapeutics | Yes | Compensation & Human Resources |
| Dame Louise Makin | 64 | 2024 | Chair, Halma plc | Yes | Audit & Finance |
| Joseph Massaro | 55 | 2021 | Vice Chair, Engineered Components Group, Aptiv PLC | Yes | Audit & Finance (Chair) |
| Mala Murthy | 61 | 2021 | Chief Financial Officer, Teladoc Health, Inc. | Yes | Audit & Finance |
| Jonathan Peacock | 67 | 2017 | Chairman, UCB SA | Yes | Nominating & Governance |
| Michael Severino, M.D. | 59 | 2020 | Chief Executive Officer, Tessera Therapeutics | Yes | Compensation & Human Resources (Chair) Science & Technology |
| Michael Stubblefield | 52 | 2014 | President and Chief Executive Officer, Avantor, Inc. | No | Science & Technology |
| Gregory Summe | 68 | 2020 | Managing Partner, Glen Capital Partners | Yes | Compensation & Human Resources Nominating & Governance (Chair) |
| 2025 Proxy Statement | 5 |
SUSTAINABILITY HIGHLIGHTS
As a global industry leader, we recognize our ability to create a positive impact for our associates, customers, suppliers, stockholders and communities. Throughout 2024, we advanced our corporate sustainability strategy across our four pillars.
| People andCulture | • Expand associate engagement opportunities.• Achieve top health & safety performance. | •Our eight Associate-Centric Teams (ACTs), or employee resource groups, expanded their global reach of participation to exceed industry standard membership – 30% of Avantor associates are members of one or more ACT.•Increased associate skill-building with expanded portfolio of offerings resulting in 116,920 on-demand and live learning course completions.•Enhanced our Leader Success Model and assessment to develop and measure leader competency in future ready capabilities: Vision & Strategy, Results Through Others, Relationships & Collaboration, Talent Advocate, Curiosity & Innovation, Resilience Though Adversity.•Achieved total recordable incident rate (TRIR) of 0.34, continuing to place us in the top quartile for safety performance in our relevant industries. |
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| Innovation andEnvironment | By 2030:• Reduce absolute Scope 1 and 2 emissions by 50%• Reduce absolute Scope 3 emissions by 25% *from a 2020 baseline | •Completed five more on-site solar installation projects at our distribution and manufacturing facilities in the United States, India, and Europe.•Achieved our annual Scope 1 and 2 GHG emissions reduction target.•Entered into a ten-year virtual power purchase agreement (VPPA) through the Energize program to deliver new renewable electricity capacity in Europe and cover the majority of our electricity needs in the region with renewable energy.•Increased our Environmentally Preferable Products Program to 40,000 SKUs globally.•Opened new Bridgewater Innovation Center in New Jersey that doubles previous laboratory and pilot plant capacity. |
| CommunityEngagement | • Improve global access to STEM education and healthcare.• Increase associate volunteer hours. | •In 2024, the Avantor Foundation donated over $1.2 million to programs aligned to its mission to advance science education and provide healthcare to people in underserved communities.•Associates volunteered more than 18,000 hours at our corporate sponsored events or through our Dollars for Doers and Volunteer Time Off benefits. This represents an increase of over 85% from prior year. |
| Governance andIntegrity | • Expand Avantor's Responsible Supplier Program. | •Expanded the Avantor Responsible Supplier Program to enroll 55% of our suppliers by spend in the program.•Launched a supplier climate accelerator program to support our suppliers in setting and achieving climate targets. |
| 6 | 2025 Proxy Statement |
EXECUTIVE COMPENSATION HIGHLIGHTS
Our Compensation Objectives
Avantor’s executive compensation is designed to support the longevity and stability of the company by driving long-term business outcomes and promoting strong governance practices. This is done by linking individual pay with Avantor’s performance on a diverse set of measures, including financial and corporate strategic goals. In 2024, these goals included employee inclusion index and 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 | × | Hedging or short sales of Company stock, or pledging of Company stock | |
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| × | Option grants below 100% fair market value | |||
| ✓ | Long-term objectives aligned with the creation of stockholder value | × | Excessive cash severance benefits upon a change of control | |
| ✓ | Market comparison of executive compensation against a relevant peer group | × | Excessive perquisites or benefits to executives | |
| × | Repricing of underwater stock options under our long-term incentive plan | |||
| ✓ | Robust stock ownership guidelines | |||
| ✓ | Use of an independent compensation consultant reporting directly to the Compensation and Human Resources Committee | × | Tax gross-ups of perquisites or 280G excise taxes (except as applicable to management employees generally in connection with relocation or expatriate assignments) | |
| ✓ | Compensation recovery “clawback” policy for our annual cash-based incentive and all equity-based long-term incentive programs, including time-based equity awards | |||
| × | Payment of unearned dividends prior to vesting | |||
| ✓ | An additional Dodd-Frank compliant compensation recovery “clawback” policy applicable to current and former executive officers in the event of a financial restatement | |||
| ✓ | Regular engagement with our stockholders and implementation of enhancements based on feedback received | |||
| ✓ | ‘Double-trigger’ change-in-control vesting provision | |||
| 2025 Proxy Statement | 7 |
Our Compensation Mix
All senior executives have a large portion of compensation that 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 form of Performance Stock Units, Stock Options, and Restricted Stock Units.
| CEO | Average other NEO(1) |
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(1)
Reflects average annualized base salary, target short-term incentive and target long-term incentive for NEOs employed on December 31, 2024.
| 8 | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.