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AVIENT CORP

For the period ended May 14, 2025. Filed Mar 27, 2025.

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About 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 14, 2025 · Filed Mar 27, 2025

AVNT$45.47+0.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No._____)

Filed by the Registrant☑

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12

AVIENT CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of ContentsPage
Letter to Shareholdersi
Notice of 2025 Annual Meeting of Shareholdersii
Record Dateii
Voting Matters and Vote Recommendationsii
Proxy Statement1
Proxy Summary1
Voting and Meeting Information1
Attendance and Participation1
Who is Eligible to Vote2
Advance Voting Methods2
Voting During the Annual Meeting3
Questions3
Our Purpose and Strategic Framework4
People4
Products5
Planet5
Performance6
Our Director Nominees and Committee Membership6
Summary of Director Nominee Skills, Experience and Background7
Governance Highlights8
PROPOSAL 1—Election of Twelve Director Nominees to Our Board of Directors10
PROPOSAL 2—Approval, on an Advisory Basis, of Named Executive Officer Compensation23
PROPOSAL 3—Ratification of the Appointment of Ernst & Young LLP ("EY") as Our Independent Registered Public Accountant25
Independent Registered Public Accountant Services and Related Fee Arrangements25
Report of the Audit Committee26
Corporate Governance28
Director Independence28
Board Leadership Structure29
Majority Voting for Directors29
Board Oversight of Risk29
Board Oversight of ESG and Sustainability Matters30
Code of Ethics, Code of Conduct and Corporate Governance Guidelines31
Related Person Transactions31
Communication with the Board32
Board and Committees32
Board Refreshment37
Board Tenure37
2024 Non-Employee Director Compensation38
Non-Employee Director Compensation Highlights38
Non-Employee Director Retainer and Meeting Fees38
2024 Non-Employee Director Compensation Table39
Fully Vested Deferred Shares40
Ownership of Avient Shares41
Beneficial Ownership of Our Common Shares41
Stock Ownership Guidelines for Non-Employee Directors42
Compensation Discussion and Analysis43
Executive Summary43
Executive Compensation Philosophy and Objectives45
What We Pay and Why: Elements of Compensation47
Other Aspects of Our Compensation Programs54
Executive Compensation59
2024 Summary Compensation Table59
2024 Grants of Plan-Based Awards62
Outstanding Equity Awards at 2024 Fiscal Year-End64
2024 Option Exercises and Stock Vested65
2024 Non Qualified Deferred Compensation65
Potential Payments Upon Termination or Change of Control66
CEO Pay Ratio Disclosure71
Pay Versus Performance Disclosure72
Compensation Committee Interlocks and Insider Participation76
Risk Assessment of the Compensation Programs76
Compensation Committee Report76
Miscellaneous Provisions77
Appendix A80

In this proxy statement, statements that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. They are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as "will," “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial condition, performance and/or sales. In particular, these include statements relating to future actions; prospective changes in raw material costs, product pricing or product demand; future performance; estimated capital expenditures; results of current and anticipated market conditions and market strategies; sales efforts; expenses; the outcome of contingencies such as legal proceedings and environmental liabilities; and financial results. Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:

disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future;

the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks;

disruptions or inefficiencies in our supply chain, logistics, or operations;

changes in laws and regulations in jurisdictions where we conduct business, including with respect to plastics and climate change;

fluctuations in raw material prices, quality and supply, and in energy prices and supply;

demand for our products and services;

production outages or material costs associated with scheduled or unscheduled maintenance programs;

unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters;

our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends;

information systems failures and cyberattacks;

our ability to service our indebtedness and restrictions on our current and future operations due to our indebtedness;

amounts for cash and non-cash charges related to restructuring plans that may differ from original estimates, including because of timing changes associated with the underlying actions;

other factors affecting our business beyond our control, including without limitation, changes in the general economy, changes in interest rates, changes in the rate of inflation, geopolitical conflicts, and any recessionary conditions; and

other factors described in our Annual Report on Form 10-K for the year ended December 31, 2024 under Item 1A, “Risk Factors.”

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. You are advised, however, to consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K and 10-K filed with the Securities and Exchange Commission. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.