Avantor, Inc.
For the period ended May 7, 2026. Filed Mar 27, 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 7, 2026 · Filed Mar 27, 2026
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 2025 Annual Report
on Form 10-K before voting.
2026 Annual Meeting of Stockholders
| Time and Date:11:00 a.m. Eastern Time, May 7, 2026 | Location:Online “virtual meeting” at www.virtualshareholdermeeting.com/AVTR2026. 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 13, 2026 | 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. |
Meeting Agenda and Voting Recommendations
| Proposals | Board voterecommendation | Page reference(for more detail) | |
| 1 | Election of Each of the Nine Directors Named in this Proxy Statement to Serve a One-Year Term Expiring at the 2027 annual meeting of stockholders | FOR each Nominee | Page 11 |
| 2 | Advisory Approval of Named Executive Officer Compensation | FOR | Page 42 |
| 3 | Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | ONE YEAR | Page 43 |
| 4 | Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026 | FOR | Page 83 |
| 4 | 2026 Proxy Statement |
Leadership Transitions
In April 2025, Avantor determined to end the employment of Mr. Stubblefield and the parties agreed, pursuant to a
transition agreement dated April 24, 2025 (the “Transition Agreement”), to a transition period wherein Mr. Stubblefield
would remain employed as the Director, President and Chief Executive Officer until a successor was appointed and
following such appointment, Mr. Stubblefield would remain a non-executive employee advisor until February 28, 2026, to
facilitate a smooth transition. Following a comprehensive search led by an independent executive search firm, and with
Board approval, the Board appointed Emmanuel Ligner as President and Chief Executive Officer and Director effective
August 2025.
The Company also announced planned changes in the leadership of the Board. Jonathan Peacock, the Chairman of the
Board, notified the Company of his intention to retire from the Board effective December 31, 2025. In anticipation of Mr.
Peacock’s retirement, the Board appointed Gregory Summe to serve as Chairman of the Board, effective January 1, 2026.
In addition, the Board continued to strengthen its composition with the appointment of three new directors in addition to
Mr. Ligner. Gregory Lucier joined the Board in October 2025, followed by Sanjeev Mehra in December 2025, and Simon
Dingemans in January 2026. Each of these directors brings significant leadership experience and a variety of expertise to
support the Company’s long‑term strategic objectives.
| Emmanuel LignerNew President and CEO and Director | Gregory L. SummeNew Chairman of the Board | Simon DingemansNew Director | Gregory T. LucierNew Director | Sanjeev MehraNew Director |
|---|
Performance Overview
From discovery to delivery, Avantor is a trusted global provider of mission-critical products and services to customers and
suppliers in the life sciences, education, government, advanced technologies and applied materials industries. We are
proud of the critical role Avantor plays in enabling scientific breakthroughs, working side by side with scientists to address
some of society’s greatest challenges and opportunities.
| Revenue$6.55B | Adjusted EPS*$0.90 | Adjusted Net Leverage*$3.2x | |||
| 2025 Financial Highlights | |||||
| Adjusted EBITDA*$1.07B | Free Cash Flow*$496M | ||||
*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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Business Review
Under Mr. Ligner’s leadership, we launched Avantor Revival, a comprehensive strategy to strengthen the foundation of our
business, make the company more competitive in the marketplace, and, ultimately, allow us to deliver more value to our
customers and shareholders.
Avantor Revival Five Focus Areas
| Evolve go to market strategy: | Optimize our portfolio: | ||
| One of the first and most visible steps we took was to relaunch VWR as our distribution brand. This product-agnostic channel provides millions of essential laboratory products to hundreds of thousands of customers around the globe. The VWR brand has a strong legacy, dating back almost 175 years, and reviving the brand allows us to capitalize on the longstanding goodwill VWR has built with customers around the world. We have also made significant progress enhancing our e-commerce platform with the goal of making it easier for customers to both find the products they need and buy them from us. | One of the many strengths of Avantor is the breadth of our offerings. We support the end-to-end needs of the scientific community and serve a variety of end markets. Across our portfolio, we have leading businesses, including VWR, NuSil, Masterflex and J.T.Baker. We also have businesses that may not be as well positioned or advantaged, which is why we are scrutinizing our current portfolio to determine which businesses have the desired position, profitability, and growth profile, and which may not be core to Avantor and our future strategic direction. | ||
| Strategically invest in our manufacturing and supply chain organization: | Simplify how we work: | ||
| Avantor’s global manufacturing footprint includes six CGMP facilities where we produce chemicals to support a broad range of life science applications, from biotechnology and biopharmaceuticals to diagnostics and research, spanning early-stage R&D through to full-scale production. We also have a best-in-class distribution network enabled by our almost 40 distribution centers across the globe. We are investing in our infrastructure to enhance our ability to meet production requirements and improve reliability and efficiency. | A core component of the Revival plan is simplifying our operating processes to remove barriers that prevent us from executing efficiently. Not only will this make us faster, easier to work with and more agile, we expect that it will unlock cost savings. We are pushing decision making out to the markets and empowering the teams closest to our customers to act with more urgency and conviction. We are also investing in manufacturing digitization to increase operational efficiency, production agility and quality. | ||
| Strengthen our talent and improve accountability: | |||
| Over 13,500 Avantor associates across the globe work tirelessly to support our mission to set science in motion to create a better world. We have and will continue to add world class talent to our team. In 2025 we hired a new Chief Operating Officer to lead our manufacturing and supply chain operations. We also created a new Chief Digital Officer role to strengthen our digital commerce capabilities and an elevated Head of Quality and Regulatory role, responsible for safeguarding patient safety, ensuring regulatory compliance and driving operational integrity across our global business. We remain committed to attracting and developing the best talent in the business. | |||
Business Evolution
With Revival as our strategic guide, we continue to transform the way we run the company, including the re-
segmentation of our operating units to provide sharper positioning and better alignment with customer needs.
| 6 | 2026 Proxy Statement |
Each segment is anchored by powerful, leading brands that are synonymous with attributes such as quality
and reliability.
| Our Laboratory Solutions Segment is now VWR Distribution and Services | Our Bioscience Production Segment is now Bioscience and Medtech Products |
Our Laboratory Solutions Segment is now VWR Distribution and Services. The guiding principle for the VWR Distribution
and Services segment is a product agnostic channel, primarily composed of third-party content. Over 90% of this segment
is our channel business with the balance being our services offerings. This business builds on VWR’s nearly 175-year
legacy as a trusted distribution engine powering scientific innovation across the globe.
Our Bioscience Production Segment is now Bioscience and Medtech Products. This segment is a
channel-agnostic product business, inclusive of our bioprocessing, research and specialty chemicals, robust fluid handling
portfolio and our ultra-high purity silicon franchise. This business offers a diversified portfolio from leading brands,
including J.T.Baker which offers a broad range of chemicals used in biopharmaceutical manufacturing, laboratory research
and diagnostics applications; Masterflex which delivers unrivaled fluid handling scalability, flexibility, and efficiency; and
NuSil, a global leader in high-purity, specialty silicone technology.
Stockholder Engagement Highlights
We believe that direct dialogue with stockholders is important to our long-term
success. 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. Engagements are led by
members of our senior management team and have also included participation
from members of our Board. In 2025, we engaged with investors representing
74% of shares outstanding. Our discussions with stockholders covered several
topics, including financial performance and capital allocation priorities, strategic
and operational priorities, key leadership appointments, Board composition and
refreshment, our CEO and Board Chairman transitions, executive
compensation practices and sustainability priorities and progress.
WE ENGAGED WITH INVESTORS REPRESENTING
74% of shares outstanding in 2025
For more information on our approach to stockholder engagement, 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 — 2025
Say-On-Pay Vote and Stockholder Engagement.”
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Corporate Governance Highlights
Avantor 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:
| Robust Board Oversight and Structure | Close Alignment with Shareholder Interests |
| •Separate Chairman and CEO roles•8 out of 9 Director Nominees are independent •Regular Executive Sessions of Independent Directors•Risk oversight by the Full Board and its Committees•No classified board•Annual Elections for Board Members | •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 |
| Evaluations Related to the Board and Committees | Safeguards |
| •Annual Board and CommitteeSelf-Evaluations | •Policies Prohibiting Short Sales, Hedging, Margin Accounts and Pledging of Stock by Directors and Officers |
For more information on our corporate governance practices, see “Corporate Governance.”
| 8 | 2026 Proxy Statement |
Board Nominees
Avantor’s Board of Directors currently has twelve members. Juan Andres, John Carethers and Lan Kang, current
members of the Board of Directors, will not stand for re-election at the Annual Meeting in order to focus on other business
and personal interests. In connection with the decisions of Messrs. Andres and Carethers and Ms. Kang to not stand for
reelection, the Board has determined to reduce its size from twelve members to nine. 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 | DirectorSince | Principal Occupation | Independent | CommitteeMemberships |
|---|---|---|---|---|---|
| Simon Dingemans | 62 | 2026 | Former Chief Financial Officer of GlaxoSmithKline plc | Yes | Audit & Finance |
| Emmanuel Ligner | 55 | 2025 | President and Chief Executive Officer, Avantor, Inc. | No | |
| Gregory Lucier | 61 | 2025 | Executive Chairman and CEO of Corza Medical | Yes | Compensation & Human Resources Nominating & Governance (Chair) |
| Dame Louise Makin | 65 | 2024 | Chair, Halma plc | Yes | Audit & FinanceNominating & Governance |
| Joseph Massaro | 56 | 2021 | Vice Chair and President, Engineered Components, Aptiv PLC | Yes | Audit & Finance (Chair)Nominating & Governance |
| Sanjeev Mehra | 67 | 2025 | Co-Founder and Managing Partner, Periphas Capital LP | Yes | Audit & Finance Compensation & Human Resources |
| Mala Murthy | 62 | 2021 | Chief Financial Officer,TriNet Group, Inc. | Yes | Audit & Finance |
| Michael Severino, M.D. | 60 | 2020 | Chief Executive Officer,Tessera Therapeutics | Yes | Compensation & HumanResources (Chair)Science & Technology |
| Gregory Summe Chairman | 68 | 2020 | Managing Partner, GlenCapital Partners | Yes | Compensation & Human ResourcesNominating & Governance |
INDEPENDENCE
8/9 Independent
TENURE
< 1 year
1-5 years
> 5 years
AGE
50-59 years
60-69 years
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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 2025, 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:
WHAT WE HAVE
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 all equity-based long-term incentive programs, including time-based equity awards 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
WHAT WE DON’T HAVE
Hedging or short sales of Company stock, or pledging of Company stock Option grants below 100% fair market value Excessive cash severance benefits upon a change of control Excessive perquisites or benefits to executives Repricing of underwater stock options under our long-term incentive plan Tax gross-ups of perquisites or 280G excise taxes (except as applicable to management employees generally in connection with relocation or expatriate assignments) Payment of unearned dividends prior to vesting
| 10 | 2026 Proxy Statement |
Our Compensation Mix
A large portion of compensation for our senior executives is variable and covers annual and multi-year performance
periods. Long-term awards in the form of performance stock units, stock options, and restricted stock units are designed
to align executives’ interests with Avantor’s long-term performance.
| CEO(1) | AVERAGE OTHER NEOs(2) |
|---|
(1)Reflects annualized base salary, target short-term incentive and 2026 target long-term incentive for Emmanuel Ligner.
(2)Reflects average annualized base salary, target short-term incentive and target long-term incentive for named executive officers
employed on December 31, 2025.
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