WEST PHARMACEUTICAL SERVICES INC
For the period ended May 4, 2026. Filed Mar 12, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 4, 2026 · Filed Mar 12, 2026
WST$399.81+1.9%Stored close · as of Nov 6, 2026
Contents
Proxy Summary
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| Proxy SummaryBelow is a summary of important information you will find in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.2025 Business HighlightsThe performance of our Company is attributed to our purpose of improving patients' lives supported by our market-led approach, global manufacturing and One West philosophy. The results achieved in 2025 were the result of the dedication and relentless focus of our over 10,000 team members across the world to deliver thousands of injectable therapies to millions of patients daily. We reported the following figures and achievements for the full year 2025: | |||||
| $3.1BNet Sales | | | $6.79Reported-diluted EPS | $7.29Adjusted-diluted EPS* | |
| Full-year 2025 net sales of $3.1 billion, a 6.3% increase;organic net sales* increase of 4.3%; currency translation increased net sales by 200 basis points | | | Full-year 2025 reported-diluted EPS of $6.79, an increase of1.5%, and full-year 2025 adjusted-diluted EPS* of $7.29increased 8.0% | | |
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| 19.0%Operating Profit Margin | 20.2%AdjustedOperating Profit Margin* | | | $755MOperating Cash Flow | |
| Full-year 2025 operating profit margin of 19.0%, a decrease of 70 basis points, and full-year 2025 adjusted operating profit margin* of 20.2%, an increase of 40 basis points | | | Full-year 2025 operating cash flow was $755 million, an increase of 15.5%; capital expenditures were $286 million, compared to $377 million over the same period last year; free cash flow (operating cash flow minus capital expenditures) was $469 million, an increase of 70% | | |
| *These measures are outside of generally accepted accounting principles in the United States (“U.S. GAAP”). See Annex A on Page A-1 for a reconciliation of these non-U.S. GAAP financial measures to our results as reported under U.S. GAAP. | | ||||
| Full-Year 2025 Net Sales(1)(1)Numbers represent % of total company sales(2)Non-proprietary products | |||||
| West at a Glance41B Components and devices produced in 202525 Manufacturing sites globally10,000+ Employees | |||||
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| West 2026 Proxy Statement | www.westpharma.com | |||||
| 2 I Proxy Summary | |
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| Awards & Organizational Involvement | |
| Irish American Business Chamber & Network Award for Philanthropy | Best Cell & Gene Therapy Supplier AwardFill Finish, IMAPAC Biopharma |
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| Champion of Board DiversityForum of Executive Women | Company of the Year, Best Packaging Specialist Medicine Maker |
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| Partners in Philanthropy AwardPhiladelphia Business Journal | Product Launch Excellence AwardPharma Technology |
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| · · · · · Proxy Summary I 3 | ||||||||
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| Our Director Nominees · · Committees Legend | ||||||||
| · · · ■ · Chair · ⚫ · Member | ||||||||
| · · · AC · Audit Committee · CC · Compensation Committee | ||||||||
| · · · NCGC · Nominating and Corporate Governance Committee | ||||||||
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| Directors · Occupation · Age · Independent · Committee Membership | ||||||||
| AC · CC · NCGC | ||||||||
| MARK A. BUTHMANRetired Executive Vice President & Chief Financial Officer, Kimberly-Clark Corporation | 65 | | ⚫ | | ||||
| WILLIAM F. FEEHERY, PH.D.Former Chief Executive Officer, Certara, Inc. | 56 | ⚫ | | |||||
| ROBERT F. FRIELRetired Chair, President & Chief Executive Officer, PerkinElmer, Inc. (now Revvity, Inc.) | 70 | | ⚫ | |||||
| ERIC M. GREENPresident and Chief Executive Officer, West Pharmaceutical Services, Inc. | 56 | | | | | |||
| JANET B. HAUGENRetired Chief Financial Officer, Unisys Corporation | 67 | ■ | | | ||||
| MOLLY E. JOSEPHFormer Chief Executive Officer, UnitedHealthcare Global | 52 | | ■ | ⚫ | ||||
| DEBORAH L. V. KELLERFormer Chief Executive Officer, Covance Drug Development | 63 | ⚫ | ■ | |||||
| MYLA P. LAI-GOLDMAN, M.D.Chair and Former Chief Executive Officer and President, GeneCentric Therapeutics, Inc. | 68 | ⚫ | | | ||||
| STEPHEN H. LOCKHART, M.D., PH.D.Former Chief Medical Officer, Sutter Health | 67 | | ⚫ | | ||||
| DOUGLAS A. MICHELSRetired President & Chief Executive Officer, OraSure Technologies, Inc. | 69 | ⚫ | | ⚫ | ||||
| PAOLO PUCCIRetired Chief Executive Officer, ArQule, Inc. | 64 | ⚫ | | | ||||
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| | | | West 2026 Proxy Statement | www.westpharma.com | |||||
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| 4 I Proxy Summary | ||||
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| Corporate Governance HighlightsWest is committed to a corporate governance structure that promotes effective Board leadership, accountability and independent oversight in order to help our business manage risk and deliver long-term value for shareholders. Our key governance practices are listed below and are more fully described, along with our policies, under the Corporate Governance section on page 22.Our Articles of Incorporation, Bylaws, Corporate Governance Principles, Board Committee Charters, Director Qualification Standards, Independence Standards and Code of Conduct provide the framework for our corporate governance and assist the Board in fulfilling its duties to shareholders. We are committed to engaging with our shareholders to understand their views on our corporate governance practices. In addition, we continuously seek to align our corporate governance with market practice and our business needs. | ||||
| SHAREHOLDER RIGHTS | | Independence | ||
| Proxy access bylaw | | Ten of our eleven directors are independent | ||
| Shareholders holding a combined 25% of the Company’s outstanding voting power can call a special shareholders meeting | | Separate Board Chair and Lead Independent Directorroles | ||
| No dual class of stock or controlling stockholder | | 100% independent standing Board committees | ||
| Majority voting in uncontested director elections | | Regular executive sessions of independent directors | ||
| No poison pill in place | | Board-adopted Independence Standards | ||
| Annual “Say-on-Pay” advisory vote | | Annual review of director independence by Nominating and Corporate Governance Committee and Lead Independent Director | ||
| BOARD COMPOSITION | | Good governance practices | ||
| Board comprised of directors with an appropriate mix of skills, experiences and perspectives | | Strong director attendance at 2025 Board and Committee meetings | ||
| 36% of our Board is gender diverse and 9% of our Board is ethnically diverse | | Robust Corporate Governance Principles | ||
| Active Board refreshment includes the addition of three new directors since 2021 | | Board Tenure Policy with retirement age of 75 | ||
| OVERSIGHT | | Securities Trading Policy expressly prohibits speculative trading and hedging transactions in Company securities | ||
| | Comprehensive risk oversight by the Board and its committees facilitated by our Enterprise Risk Management (“ERM”) program and cybersecurity programBoard and committee oversight of sustainability matters | | | Director orientation program and continuing educational opportunities |
| Share Ownership Guidelines for executive officers and directorsRelated Party Transaction Policy and Procedures | ||||
| | ACCOUNTABILITY | | Policy on directors’ outside board service | |
| Annual Board and committee self-evaluations | | | | |
| Clawback Policy in the event of executive misconduct | | | | |
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Proxy Summary I 5
Executive Compensation HighlightsOur executive compensation program is designed with the objective of strongly linking pay with performance.
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| WHAT WE DO | | WHAT WE DO NOT DO |
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| Target Total Direct Compensation at the 50th percentile of our comparator group companies Provide major portion of compensation through performance-based incentives Monitor and model executive pay programs through realizable pay-for-performance analyses and tally sheets Incorporate in our Change-in-Control (“CIC”) agreements a “double-trigger” feature requiring termination of employment to receive benefits Require executive officers to meet West stock ownership guidelines within 5-year period; if not met, ongoing compliance requirements are imposed until ownership guidelines are met Maintain compensation recovery (clawback) policies triggered by financial restatement or executive misconduct Engage with an independent consultant to review compensation programs and decisions | | No hedging, pledging or engaging in any derivatives trading with respect to our common stock No repricing or exchange of awards without shareholder approval No individual severance agreements for executive officers other than CEO No tax gross-ups related to change in control No guaranteed incentive payouts No single trigger accelerated vesting of equity awards for executive officers upon a change in control No above market returns on deferred compensation plans |
Say-on-PayEach year, we hold a shareholder “Say-on-Pay” advisory vote to assess the support for the compensation of our Named Executive Officers (“NEOs”) as disclosed in our Proxy Statement. Our shareholders strongly supported our executive compensation program at the Company’s 2025 Annual Meeting, with over 94% of the votes cast in favor of our Say-on-Pay proposal. The Compensation Committee reviews and thoughtfully considers the results of Say-on-Pay votes when evaluating our executive compensation program. Given the strong shareholder support at the 2025 Annual Meeting, we did not make any specific changes to our executive compensation programs in response. The Compensation Committee values feedback from West’s shareholders and will continue to consider the results from Say-on-Pay votes and feedback received through shareholder outreach in its compensation decisions.
West 2026 Proxy Statement | www.westpharma.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.