DEF 14A of Avantor, Inc., Mar 28, 2025

DEF 14A of Avantor, Inc.

Filed Mar 28, 2025 · FY20240000950170-25-046778

Open on EDGAR

  1. BOARD NOMINEES

    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.

  2. BOARD NOMINEES

    | Juan Andres | 60 | 2019 | Former President, Strategic Partnerships and Enterprise Expansion, Moderna, Inc. | Yes | Audit & Finance Science & Technology (Chair) | | 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) |

  3. BOARD NOMINEES

    | | 2025 Proxy Statement | 5 |

  4. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

  5. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2019 Age: 60 Committees: • Science & Technology (Chair) • Audit & Finance | Mr. Andres has served on our Board since September 2019 and is currently a member of the Audit & Finance and Science & Technology Committees. Most recently, Mr. Andres served as the President, Strategic Partnerships and Enterprise Expansion for Moderna, Inc., a biotechnology company specializing in mRNA vaccines and therapeutics, a position he held from January 2023 until May 2023 when he retired. Previously, he served as Moderna’s Chief Technical Operations and Quality Officer from August 2017 to December 2022. From 2005 to 2017, Mr. Andres served in several leadership positions at Novartis AG, a global healthcare company, most recently serving as the Global Head of Technical Operations (Manufacturing and Supply Chain) and before that as Group Novartis Quality Head, Global Head of Technical Research and Development, and Global Pharmaceuticals Operations Head. Prior to 2005, Mr. Andres spent 18 years at Eli Lilly Company, a global healthcare company, serving in a variety of leadership positions. Mr. Andres served on the board of directors and as a member of the Nominating and Corporate Governance and Science and Technology Committees of Evelo Biosciences, Inc. from 2019 to 2023. Mr. Andres holds a master’s degree in Pharmacy from Alcala de Henares University in Madrid, Spain and has completed an advanced development program at the London Business School. | | Experience and Qualifications Mr. Andres’ senior leadership experience, including as a chief operations officer, and his extensive experience in pharmaceutical manufacturing, supply chain and technical research, along with his independence, make him a valuable member of our Board. | |

  6. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2021 Age: 61 Committees: • Nominating & Governance • Science & Technology | Dr. Carethers has served on our Board since July 2021 and is currently a member of the Nominating & Governance and Science & Technology Committees. 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, from 2009 until 2022, where he was named the C. Richard Boland Distinguished University Professor in 2017. Prior to that time, Dr. Carethers served in a variety of roles at the University of California San Diego, including as a Professor of Medicine and Chief of the Division of Gastroenterology. Additionally, he was elected as a member of the National Academy of Medicine in 2012 and became an elected fellow of the Royal College of Physicians in 2021. Dr. Carethers is a past President of the American Gastroenterological Association, past President of the Association of American Physicians, and is currently on the Board of Directors of American Association for Cancer Research. Dr. Carethers holds an M.D., as well as a bachelor of science in biological sciences from Wayne State University, completing his internship and residency in internal medicine at Massachusetts General Hospital and his fellowship in gastroenterology at the University of Michigan. | | Experience and Qualifications Dr. Carethers’ senior leadership experience at a medical institution 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. | |

  7. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | 2025 Proxy Statement | 11 |

  8. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2021 Age: 56 Committees: • Compensation & Human Resources | Ms. Kang has served on our Board since April 2021 and is currently a member of the Compensation & Human Resources Committee. Ms. Kang currently serves as President and Chief Executive Officer of Azkarra Therapeutics, an early-stage biotechnology company, a position she has held since March 2025. Prior to that, she served in senior leadership roles at CBC Group, a healthcare-focused private equity investment firm headquartered in Singapore, including as Senior Managing Director Emeritus, Operating Partner from April 2024 to March 2025 and Senior Managing Director and Head of Portfolio Management from December 2020 to April 2024. Between 2010 and 2019, Ms. Kang served in a variety of leadership roles at Fosun International, a Hong Kong Stock Exchange-listed, consumer-focused multinational company, including Executive Board Director, Head of the Fosun Insurance Group and Chief Human Resources Officer of Fosun Group. Prior to Fosun, she was a Senior Client Partner at Korn Ferry International and was an Engagement Manager at McKinsey & Company. In the past five years, Ms. Kang also served as non-executive board director of I-MAB Biopharma and Everest Medicine. Ms. Kang holds an MBA in healthcare management from the Wharton School of the University of Pennsylvania, a master’s degree in chemistry from Tulane University and a bachelor’s degree in biological science and technology from Zhejiang University in Hangzhou, China. | | 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. | |

  9. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2024 Age: 64 Committees: • Audit & Finance | Dame Louise has served on our Board since November 2024 and became a member of the Audit & Finance Committee in 2025. Dame Louise currently serves as non-executive chair of the Halma plc Board of Directors. From October 2004 to August 2019, Dame Louise served as the Chief Executive Officer of BTG plc, a leading interventional medicine business, which was acquired by Boston Scientific. Prior to her role at BTG plc, Dame Louise held leadership positions at Baxter Healthcare, most recently as President of Biopharmaceuticals Europe. She has also served as non-executive director at Intertek Group plc, Atotech Ltd., Theramex Group, Premier Foods plc and Woodford Patient Capital Trust plc. Dame Louise holds both a master's degree in natural sciences and a Ph.D. in material sciences from the University of Cambridge and earned an MBA from The Open University in Milton Keynes, England. Since 2015, she is an Honorary Fellow of St. John's College, Cambridge and she became a Dame Commander of the Order of the British Empire in 2014. | | Experience and Qualifications Dame Louise's senior leadership experience in the life sciences industry, including as a chief executive officer, and her expertise in strategy, business transactions and strategic growth, along with her independence, make her a valuable member of our Board. | |

  10. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | 12 | 2025 Proxy Statement | |

  11. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2021 Age: 55 Committees: • Audit & Finance (Chair) | Mr. Massaro has served on our Board since November 2021 and is currently Chair of the Audit & Finance Committee. Mr. Massaro is currently Vice Chair, Engineered Components Group at Aptiv PLC, a global technology company, a position he has held since November 2024. Prior to that, he served as Aptiv's Chief Financial Officer and Senior Vice President, Business Operations from March 2016 to November 2024. Earlier in his career, he held several senior executive positions at Aptiv, including Vice President and Corporate Controller. He was also Chief Financial Officer at inVentiv Health and a Managing Director at Liberty Lane Partners. Mr. Massaro earned an MBA and a master of science in accounting from Northeastern University. He holds a bachelor of science in finance and economics from Bentley University. | | Experience and Qualifications Mr. Massaro’s senior leadership experience, including as a chief financial officer, and his expertise in international business transactions, information technology and systems management, strategy and financial accounting (including qualification as an audit committee financial expert), along with his independence, make him a valuable member of our Board. | |

  12. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2021 Age: 61 Committees: • Audit & Finance | Ms. Murthy has served on our Board since October 2021 and is currently a member of the Audit & Finance Committee. Ms. Murthy currently serves as the Chief Financial Officer for Teladoc Health, Inc., a telemedicine and virtual healthcare company, 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. | | Experience and Qualifications Ms. Murthy’s senior leadership experience, including as a chief financial officer, and her expertise in international business transactions, information technology and systems management, financial accounting and strategic growth (including qualification as an audit committee financial expert), along with her independence, make her a valuable member of our Board. | |

  13. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | 2025 Proxy Statement | 13 |

  14. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2017 Age: 67 Committees: • Nominating & Governance | Mr. Peacock has served as our Chairman since May 2022 and has served on our Board since April 2017. He is a member of the Nominating & Governance Committee. Mr. Peacock also serves as Chair of the Board of Directors at UCB SA. Mr. Peacock served as the Chief Financial Officer of Amgen, Inc., a biopharmaceutical company, from 2010 to 2014 and was the Chief Financial and Administrative Officer of the Pharmaceuticals Division of Novartis AG, a global healthcare company, from 2005 to 2010. Previously, he was a partner at McKinsey and Price Waterhouse. More recently, Mr. Peacock served as Chairman and as Chief Executive Officer of Bellerophon Therapeutics, Inc., as a founder and Chairman of Arix Bioscience plc, and as a director of Kite Pharma and Genmab A/S. Mr. Peacock earned a master’s degree in Economics from the University of St. Andrews in Scotland and is a Chartered Accountant. | | Experience and Qualifications Mr. Peacock’s prior senior leadership experience at several companies, including as chief executive officer and chief financial officer, current and past experience as a board member at other companies, and his expertise in finance, strategy, international business transactions, mergers and acquisitions and operations along with his independence, make him a valuable member of our Board. | |

  15. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2020 Age: 59 Committees: • Compensation & Human Resources (Chair) • Science & Technology | Dr. Severino has served on our Board since April 2020 and is currently Chair of the Compensation & Human Resources Committee. He also is currently a member of the Science & Technology Committee. Dr. Severino currently serves as Chief Executive Officer of Tessera Therapeutics, Inc., a biotechnology company, a position he has held since June 2022. Prior to that, he served as Vice Chairman and President of AbbVie Inc., a pharmaceutical company, as well as its Executive Vice President, Research & Development and as its Chief Scientific Officer. He also spent 10 years at Amgen, Inc., serving in a variety of leadership positions, including Senior Vice President, Global Development, and Chief Medical Officer. Dr. Severino also served on the board of directors for the Field Museum in Chicago, Illinois from 2015 through 2022. He earned an M.D. from Johns Hopkins University, completing his residency and fellowship training at Massachusetts General Hospital and Harvard Medical School, as well as a bachelor’s degree in biochemistry from the University of Maryland. | | Experience and Qualifications Dr. Severino’s extensive leadership experience, including as a chief executive officer, and his current and past 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 Board. | |

  16. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | 14 | 2025 Proxy Statement | |

  17. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2014 Age: 52 Committees: Science & Technology | Mr. Stubblefield became our President and Chief Executive Officer in 2014. In addition, Mr. Stubblefield has served on our Board since May 2014 as a Director and became a member of the Science & Technology Committee in 2025. 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 also served on the board of directors and as a member of the Audit Committee of Ingersoll Rand Inc. from 2022 to 2023. Mr. Stubblefield holds a bachelor of science degree in Chemical Engineering from the University of Utah, as well as an MBA from Texas A&M University-Corpus Christi. | | 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. | |

  18. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | | | Director since: 2020 Age: 68 Committees: • Nominating & Governance (Chair) • Compensation & Human Resources | Mr. Summe has served on our Board since May 2020, is the 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, which he founded in 2014. He is also a Senior Advisor to Star Mountain Capital. He currently serves on the board of directors of NXP Semiconductors NV, Wheels Up Experience, Inc., and is the chair of the board of GRAIL, Inc. Previously, he was the Managing Director and Vice Chairman of Global Buyout at The Carlyle Group and a Senior Advisor to Goldman Sachs Capital Partners. 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. He was also a partner at McKinsey & Co. In the past five years, Mr. Summe served as a director of State Street Corporation (2001 to May 2025), Virgin Orbit Holdings USA (2021 to 2023) and as co-founder of NextGen Acquisition Corp I & II (2020 to 2021). 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. | | Experience and Qualifications Mr. Summe’s extensive leadership experience as a board member and formerly as a chief executive officer in key industries, including life sciences and applied materials, along with his independence, make him a valuable member of our Board. | |

  19. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    | | 2025 Proxy Statement | 15 |

  20. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

    Corporate Governance Our success is built and sustained by the trust we have earned from our customers, suppliers, distributors, associates, business partners and investors. 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 periodically recommends proposed changes to the Board for approval. Below are key highlights of our corporate governance practices:

  21. Arrangements with our Directors and Officers

    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 “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2024” 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. 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 2024, no related person had or will have a direct or indirect material interest. While not required under the Related Person Transaction Policy, the Board reviewed overall spending with Tessera Therapeutics, where Dr. Severino serves a Chief Executive Officer, GRAIL, Inc., where Mr. Summe serves as the chair of the board, UCB, where Mr. Peacock serves as the chair of the board, and the University of California San Diego, where Dr. Carethers serves as the Vice Chancellor for Health Sciences.

  22. Summary Compensation Table

    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.

  23. Summary Compensation Table

    | Michael Stubblefield | 2024 | 1,126,846 | — | 8,651,135 | 2,625,038 | 2,085,069 | — | 37,550 | 14,525,638 | | Director, President and | 2023 | 1,140,000 | — | 8,529,219 | 2,437,053 | 188,100 | 7,895 | 36,500 | 12,338,767 | | Chief Executive Officer | 2022 | 1,127,308 | — | 7,371,470 | 2,313,486 | — | — | 19,502 | 10,831,766 | | R. Brent Jones | 2024 | 611,519 | — | 2,059,777 | 625,020 | 554,220 | — | 35,915 | 3,886,451 | | Executive Vice President | 2023 | 221,154 | 200,000 | 2,817,998 | 2,561,102 | 18,526 | — | 22,015 | 5,840,795 | | and Chief Financial Officer | | | | | | | | | | | Benoit Gourdier | 2024 | 516,057 | — | 2,059,777 | 625,020 | 512,210 | — | 20,000 | 3,733,064 | | Executive Vice President | | | | | | | | | | | Bioscience Production | | | | | | | | | | | James Bramwell | 2024 | 486,538 | — | 1,647,798 | 500,032 | 434,656 | — | 38,300 | 3,107,324 | | Executive Vice President, | 2023 | 497,981 | — | 1,749,559 | 499,925 | 39,384 | 19,736 | 33,650 | 2,840,235 | | Sales and Customer Excellence | | | | | | | | | | | Claudius Sokenu | 2024 | 543,654 | — | 1,400,628 | 425,033 | 431,739 | — | 31,804 | 2,832,857 | | Executive Vice President, | | | | | | | | | | | Chief Legal and Compliance Officer | | | | | | | | | | | Randy Stone | 2024 | 317,789 | — | 2,059,777 | 625,020 | 249,315 | — | 322,262 | 3,574,162 | | Former Executive | 2023 | 415,385 | — | 2,105,342 | 1,999,997 | 34,192 | — | 33,200 | 4,588,116 | | Vice President, Proprietary Products | | | | | | | | | |

  24. Summary Compensation Table

    (1) Amounts reflect the named executive officer’s base salary earned for 2024, 2023 and 2022, as applicable. (2) 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 the year ended December 31, 2024. For awards that are subject to performance conditions and are included in the table above as stock awards, we report the grant date fair value based upon the probable outcome of such conditions consistent with our estimate of aggregate compensation cost to be recognized over the service period determined under Topic 718, disregarding the effect of estimated forfeitures. The grant date fair value of the PSUs, assuming the maximum level of achievement are: Mr. Stubblefield—$10,499,964, Mr. Jones—$2,499,966, Mr. Gourdier—$2,499,966, Mr. Bramwell—$1,999,963, Mr. Sokenu—$1,699,971, and Mr. Stone—$2,499,966. The amounts reflected in this column do not represent the actual amounts paid to or realized by the named executive officers for these awards. Mr. Stone forfeited his stock and option award grants when he departed the company. (3) Amounts reflect performance-based cash incentive awards under the ICP or predecessor plans for each of 2024, 2023 and 2022, as applicable. For more information on the terms of the cash incentive plan, see “Executive Compensation — Elements of Compensation — What We Pay and Why — Performance-Based Cash Incentive Compensation.” For Messrs. Stubblefield and Bramwell, the amounts reflect the year-over-year change in their U.S. Pension Plan benefits. In connection with the termination of the U.S. Pension Plan in 2024, each of Messrs. Stubblefield and Bramwell elected to receive lump-sum distributions via direct rollover in December 2024, totaling $34,101 and $195,638, respectively.

  25. Summary Compensation Table

    | 58 | 2025 Proxy Statement | |

  26. Summary Compensation Table

    All other compensation for 2024 includes:

  27. Summary Compensation Table

    | Michael Stubblefield | 13,800 | 23,750 | 37,550 | | R. Brent Jones | 13,800 | 22,115 | 35,915 | | Benoit Gourdier | — | 20,000 | 20,000 | | James Bramwell | 13,800 | 24,500 | 38,300 | | Claudius Sokenu | 11,804 | 20,000 | 31,804 | | Randy Stone | 13,800 | 308,462 | 322,262 |

  28. Summary Compensation Table

    (a) Amounts represent our contributions to the Savings Plan on behalf of such executive with respect to fiscal year 2024. (b) For Messrs. Stubblefield, Jones and Bramwell, amounts represent the cost of providing financial planning services and the cost of providing an annual physical examination. For Messrs. Gourdier and Sokenu, amounts represent the cost of providing financial planning services. For Mr. Stone, amount represents the cost of providing financial planning services ($20,000) and cash severance ($288,462) for involuntary termination without cause.

  29. Summary Compensation Table

    | | 2025 Proxy Statement | 59 |

  30. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about equity and non-equity awards issued to our named executive officers in 2024.

  31. Grants of Plan-Based Awards

    | Michael Stubblefield | ICP | | 1,126,846 | 1,859,296 | 3,718,593 | — | — | — | — | — | — | — | | | PSUs | 2/23/2024 | — | — | — | 107,803 | 215,605 | 431,210 | — | — | — | 6,026,156 | | | NQ | 2/23/2024 | — | — | — | — | — | — | — | 263,558 | 24.35 | 2,625,038 | | | RSUs | 2/23/2024 | — | — | — | — | — | — | 107,802 | — | — | 2,624,979 | | R. Brent Jones | ICP | — | — | 489,215 | 978,431 | — | — | — | — | — | — | — | | | PSUs | 2/23/2024 | — | — | — | 25,667 | 51,334 | 102,668 | — | — | — | 1,434,785 | | | NQ | 2/23/2024 | — | — | — | — | — | — | — | 62,753 | 24.35 | 625,020 | | | RSUs | 2/23/2024 | — | — | — | — | — | — | 25,667 | — | — | 624,991 | | Benoit Gourdier | ICP | — | — | 412,846 | 825,692 | — | — | — | — | — | — | — | | | PSUs | 2/23/2024 | — | — | — | 25,667 | 51,334 | 102,668 | — | — | — | 1,434,785 | | | NQ | 2/23/2024 | — | — | — | — | — | — | — | 62,753 | 24.35 | 625,020 | | | RSUs | 2/23/2024 | — | — | — | — | — | — | 25,667 | — | — | 624,991 | | James Bramwell | ICP | — | — | 389,231 | 778,461 | — | — | — | — | — | — | — | | | PSUs | 2/23/2024 | — | — | — | 20,534 | 41,067 | 82,134 | — | — | — | 1,147,819 | | | NQ | 2/23/2024 | — | — | — | — | — | — | — | 50,204 | 24.35 | 500,032 | | | RSUs | 2/23/2024 | — | — | — | — | — | — | 20,533 | — | — | 499,979 | | Claudius Sokenu | ICP | — | — | 407,740 | 815,481 | — | — | — | — | — | — | — | | | PSUs | 2/23/2024 | — | — | — | 17,454 | 34,907 | 69,814 | — | — | — | 975,647 | | | NQ | 2/23/2024 | — | — | — | — | — | — | — | 42,674 | 24.35 | 425,033 | | | RSUs | 2/23/2024 | — | — | — | — | — | — | 17,453 | — | — | 424,981 | | Randy Stone(5) | ICP | — | — | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | | PSUs | 2/23/2024 | — | — | — | 25,667 | 51,334 | 102,668 | — | — | — | 1,434,785 | | | NQ | 2/23/2024 | — | — | — | — | — | — | — | 62,753 | 24.35 | 625,020 | | | RSUs | 2/23/2024 | — | — | — | — | — | — | 25,667 | — | — | 624,991 |

  32. Grants of Plan-Based Awards

    (1) These columns reflect the potential payments under the ICP for 2024 performance including maximum achievement of the corporate targets and individual performance objectives, to the extent applicable. For more information regarding the 2024 ICP, including the corporate target and individual strategic goal component see “Executive Compensation — Elements of Compensation — What We Pay and Why — Performance-Based Cash Incentive Compensation.” (2) These share amounts represent the possible performance stock unit award payouts at various levels of attainment for the performance period beginning January 1, 2024 and ending December 31, 2026 issued pursuant to the 2019 Equity Incentive Plan. (3) Represents RSUs issued pursuant to the 2019 Equity Incentive Plan. (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 2024 in accordance with Topic 718. For the assumptions used in determining the grant date fair value under Topic 718, see footnote 3 to the Summary Compensation Table. These amounts do not correspond to the actual value that will be received by the named executive officer. In connection with his involuntary termination without cause, Mr. Stone received severance in the form of a prorated payment of his annual incentive award at target achievement under the 2024 ICP. All of his unvested equity, including his 2024 PSUs, options and RSUs, were forfeited upon his departure.

  33. Grants of Plan-Based Awards

    | 60 | 2025 Proxy Statement | |

  34. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2024

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2024

  35. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides information as of December 31, 2024, 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. For more information, see “Executive Compensation — Elements of Compensation — Long Term Incentive Programs.”

  36. Outstanding Equity Awards at December 31, 2024

    | Michael Stubblefield | 09/30/16 | 750,000 | — | 13.11 | 09/30/26 | — | — | — | — | | | 12/13/17 | 3,380,200 | — | 23.21 | 12/13/27 | — | — | — | — | | | 02/20/20 | 456,204 | — | 17.67 | 02/20/30 | — | — | — | — | | | 02/25/21 | 175,644 | 58,548 | 27.64 | 02/25/31 | 18,090 | 381,156 | — | — | | | 02/23/22 | 101,071 | 101,072 | 33.09 | 02/23/32 | 34,943 | 736,249 | 69,885 | 1,472,477 | | | 02/24/23 | 59,978 | 179,937 | 24.62 | 02/24/33 | 74,253 | 1,564,511 | 198,009 | 4,172,050 | | | 02/23/24 | — | 263,558 | 24.35 | 02/23/34 | 107,802 | 2,271,388 | 215,605 | 4,542,797 | | R. Brent Jones | 08/07/23 | 73,889 | 221,670 | 20.76 | 08/07/33 | — | — | 123,434 | 2,600,754 | | | 02/23/24 | — | 62,753 | 24.35 | 02/23/34 | 25,667 | 540,804 | 51,334 | 1,081,607 | | Benoit Gourdier | 10/02/23 | 9,820 | 29,461 | 20.85 | 10/02/33 | 12,590 | 265,271 | — | — | | | 02/23/24 | — | 62,753 | 24.35 | 02/23/34 | 25,667 | 540,804 | 51,334 | 1,081,607 | | James Bramwell | 12/13/17 | 270,415 | — | 23.21 | 12/13/27 | — | — | — | — | | | 02/20/20 | 36,496 | — | 17.67 | 02/20/30 | — | — | — | — | | | 02/25/21 | 13,173 | 4,391 | 27.64 | 02/25/31 | 1,357 | 28,592 | — | — | | | 02/23/22 | 8,741 | 8,742 | 33.09 | 02/23/32 | 3,022 | 63,674 | 6,044 | 127,347 | | | 02/24/23 | 12,303 | 36,912 | 24.62 | 02/24/33 | 15,231 | 320,917 | 40,617 | 855,800 | | | 02/23/24 | — | 50,204 | 24.35 | 02/23/34 | 20,533 | 432,630 | 41,067 | 865,282 | | Claudius Sokenu | 07/24/23(5) | 8,232 | 24,697 | 22.84 | 07/24/33 | 15,735 | 331,536 | 27,364 | 576,559 | | | 02/23/24 | — | 42,674 | 24.35 | 02/23/34 | 17,453 | 367,735 | 34,907 | 735,490 |

  37. Outstanding Equity Awards at December 31, 2024

    (1) The stock options granted from February 2021 through October 2023 vest at a rate of 25% per year on each anniversary of the date of grant and the stock options granted on February 23, 2024, 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. (2) Restricted stock units granted from February 2021 through October 2023 vest at a rate of 25% per year on each anniversary of the date of grant and the restricted stock units granted on February 23, 2024 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. (3) Market value is calculated based on the closing price of Avantor’s common stock on December 31, 2024 as reported on the NYSE ($21.07 per share). (4) Represents the number of PSUs at next higher level attainment. PSUs cliff-vest, if at all, subject to attainment of the applicable performance metrics at the end of the three-year performance period. On July 24, 2023, Mr. Sokenu received (i) 10,945 restricted stock units that vest at a rate of 50% per year on each anniversary of the date of grant and (ii) 13,682 restricted stock units and 32,929 stock options that vest at a rate of 25% per year on each anniversary of the date of grant. In the event of his termination without cause, the remaining unvested portion of Mr. Sokenu's July 24, 2023 awards will vest in full.

  38. Outstanding Equity Awards at December 31, 2024

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  39. Options Exercised and Stock Vested

    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 2024 by each of the named executive officers.

  40. Options Exercised and Stock Vested

    | Michael Stubblefield | — | — | 194,757 | 4,755,500 | | R. Brent Jones | — | — | — | — | | Benoit Gourdier | — | — | 4,196 | 107,166 | | James Bramwell | — | — | 18,206 | 444,251 | | Claudius Sokenu | — | — | 8,892 | 198,914 | | Randy Stone | 126,119 | 227,809 | 24,166 | 594,484 |

  41. Options Exercised and Stock Vested

    (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.

  42. Pension Benefits

    Pension Benefits

  43. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or 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 “Executive Compensation — Executive Compensation Tables — Termination and Change in Control Arrangements”) of their employment on December 31, 2024, the last business day of 2024, 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 distributions of previously vested plan balances under the Savings Plan and the SSRP (for more information about the SSRP, see “Executive Compensation — Executive Compensation Tables — Supplemental Savings Retirement Plan”).

  44. Potential Payments upon Termination or Change in Control

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  45. Potential Payments upon Termination or Change in Control

    | Michael Stubblefield | | | | | | Cash severance | 2,253,692 | — | — | 3,380,539 | | Annual cash incentive | 1,859,296 | — | — | 5,577,889 | | Equity awards (continued or accelerated vesting)(4) | — | 16,613,105 | 9,798,920 | 16,613,105 | | Estimated health & welfare benefits | 37,334 | — | — | 56,001 | | Total | 4,150,323 | 16,613,105 | 9,798,920 | 25,627,534 | | R. Brent Jones | | | | | | Cash severance | 611,519 | — | — | 917,279 | | Annual cash incentive | 489,215 | — | — | 733,823 | | Equity awards (continued or accelerated vesting)(4) | — | 4,291,883 | 2,669,472 | 4,291,883 | | Estimated health & welfare benefits | 5,841 | — | — | 8,761 | | Total | 1,106,575 | 4,291,883 | 2,669,472 | 5,951,746 | | Benoit Gourdier | | | | | | Cash severance | 516,057 | — | — | 774,086 | | Annual cash incentive | 412,846 | — | — | 619,269 | | Equity awards (continued or accelerated vesting)(4) | — | 1,894,164 | 271,753 | 1,894,164 | | Estimated health & welfare benefits | 52,795 | — | — | 79,193 | | Total | 981,699 | 1,894,164 | 271,753 | 3,366,712 | | James Bramwell | | | | | | Cash severance | 486,538 | — | — | 729,807 | | Annual cash incentive | 389,231 | — | — | 583,846 | | Equity awards (continued or accelerated vesting)(4) | — | 2,821,589 | 1,523,677 | 2,821,589 | | Estimated health & welfare benefits | 19,579 | — | — | 29,368 | | Total | 895,348 | 2,821,589 | 1,523,677 | 4,164,611 | | Claudius Sokenu | | | | | | Cash severance | 543,654 | — | — | 815,481 | | Annual cash incentive | 407,740 | — | — | 611,611 | | Equity awards (continued or accelerated vesting)(4) | 908,096 | 2,011,321 | 908,096 | 2,011,321 | | Estimated health & welfare benefits | 5,545 | — | — | 8,317 | | Total | 1,865,035 | 2,011,321 | 908,096 | 3,446,729 | | Randy Stone(5) | | | | | | Cash Severance | 625,000 | | — | — | | Annual Cash Incentive | 249,315 | | — | — | | Equity Awards (continued or accelerated vesting)(4) | — | | — | — | | Estimated health & welfare benefits | 9,659 | | — | — | | Total | 883,974 | | — | — |

  46. Potential Payments upon Termination or Change in Control

    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

  47. Potential Payments upon Termination or Change in Control

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  48. Potential Payments upon Termination or Change in Control

    12-month period following termination and (c) continued health benefits for up to 24 months following termination, (ii) Messrs. Jones, Gourdier, Bramwell, Sokenu and Stone 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 Messrs. Jones, Gourdier, Bramwell, Sokenu and Stone 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), and (iii) the equity awards granted to Mr. Sokenu upon joining the Company on July 23, 2023 will vest in full upon a qualifying termination per the terms of his employment agreement. 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 plus (i) all unvested restricted stock units will vest, (ii) all unvested stock options will vest and remain exercisable for one year from the date of death and (iii) all unvested performance stock units will vest at the target level of achievement. Upon termination by reason of disability, the named executive officer will be entitled to receive compensation and benefits accrued prior to the disability plus (x) all unvested restricted stock units will vest, (y) all unvested stock options will vest and remain exercisable for one year from the date of disability and (z) all unvested performance stock units will vest at the target level of achievement. (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. Jones, Gourdier, Bramwell, Sokenu and Stone are generally entitled one and a half times 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. Jones, Gourdier, Bramwell, Sokenu and Stone are entitled to continued health benefits for up to 18 months 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) Represents the value of all performance stock units, unvested stock options and restricted stock units issued by the Company that would vest upon death, disability or a change in control and assumes a change in control price of $21.07, which was the closing price of Avantor’s common stock as reported on the NYSE on December 31, 2024. ‘Double-trigger’ change in control vesting provisions were adopted in 2024 for all equity awards granted in 2024. Going forward, equity awards will continue to have double-trigger change in control vesting provisions. (5) On June 30, 2024 Mr. Stone was involuntarily terminated without cause. In accordance with the terms of his employment agreement, Mr. Stone received (i) a cash severance payment equal to the sum of (x) his then current base salary plus (y) his target bonus prorated for 2024 and (ii) continued health benefits for up to 12 months, conditioned upon his execution and non-revocation of a release of claims and his continued compliance with all applicable restrictive covenants.

  49. CEO Pay Ratio

    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. For fiscal 2024:

  50. CEO Pay Ratio

    | Median Employee Total Annual Compensation: | $47,780 | | CEO Total Annual Compensation: | $14,500,531 | | Ratio of CEO Pay to Median Employee Compensation: | 303:1 |

  51. CEO Pay Ratio

    We believe the foregoing ratio is a reasonable estimate calculated in a manner consistent with the SEC rules. To identify our median employee, we used salary/wages, annual incentive/bonus and vested incentive compensation awards from our payroll records in fiscal year 2024 for all individuals who were employed by us on December 31, 2024, excluding our CEO. 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. We annualized for any permanent employees who joined the company during fiscal year 2024. Employees on unpaid leave for more than a year as of the determination date have no practical impact on the median employee determination and are excluded. We did not make any cost-of-living adjustments. Compensation paid in foreign currencies was converted to U.S. dollars based on the month-end spot exchange rate as of December 31, 2024, for the relevant period. As of December 31, 2024, the Company employed approximately 13,500 employees located in over 30 different countries in a variety of roles. Approximately 5,300 of our associates were employed in the United States, and the remainder were employed outside of the United States. In 2024 we did not exclude any countries.

  52. CEO Pay Ratio

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  53. CEO Pay Ratio

    Equity Compensation Plans The following table provides information as of December 31, 2024 regarding the number of shares of our common stock that may be issued under our equity compensation plans:

  54. CEO Pay Ratio

    | Equity Compensation Plans Approved by Security Holders | 16.5(1) | 21.94 | 38.4(2) | | Equity Compensation Plans Not Approved by Security Holders | — | — | — | | Total | 16.5 | 21.94 | 38.4 |

  55. CEO Pay Ratio

    (1) The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 6.4 million options issuable pursuant to outstanding equity awards under the Avantor, Inc. 2019 Equity Incentive Plan. The weighted-average exercise price of such options is $22.34. It also includes 4.6 million shares issuable pursuant to outstanding equity awards under the Vail Holdco Equity Incentive Plan. The weighted-average exercise price of such options is $23.21. It also includes 0.9 million shares issuable pursuant to outstanding equity awards under the Avantor Funding, Inc. 2016 Equity Incentive Plan. The weighted-average exercise price of such options is $12.42. Reflects the weighted average exercise price of stock options only. As restricted stock unit awards have no exercise price, they are excluded from the weighted average exercise price calculation set forth in column (b). The number of securities remaining available for issuance includes 37.5 million shares that can be issued pursuant to future awards under the 2019 Equity Incentive Plan as well as 0.9 million shares that can be issued pursuant to the Avantor, Inc. 2019 Employee Stock Purchase Plan. The maximum number of shares that may be granted under the 2019 Equity Incentive Plan is 23,500,000 shares without giving effect to any “evergreen” increase, pursuant to which such “Absolute Share Limit” is automatically increased on the first day of each fiscal year through 2029 in an amount equal to the lower of (x) 1% of the total number of shares outstanding on the last day of the immediately preceding fiscal year and (y) a lower number of shares determined by the Board of Directors.

  56. CEO Pay Ratio

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  57. CEO Pay Ratio

    Pay Versus Performance Disclosure In accordance with SEC rules, we prepared the analysis set forth below of the relationship between the compensation actually paid to our principal executive officer (“PEO”) and non-PEO named executive officers (the “Non-PEO NEOs”), and certain financial performance measures over the last five years.

  58. Pay versus performance Disclosure table

    Pay versus performance Disclosure table The following table sets forth the compensation for our PEO and the average compensation for our Non-PEO NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the compensation actually paid ("CAP") to such individuals, as defined under SEC rules, for each of 2024, 2023, 2022, 2021 and 2020. The table also provides information on our cumulative total stockholder return ("TSR"), the cumulative TSR of our peer group, Net Income and Revenue over such years in accordance with SEC rules.

  59. Pay Versus Performance Table

    Pay Versus Performance Table

  60. Pay Versus Performance Table

    | 2024 | $14,525,638 | $11,178,551 | $3,426,772 | $1,778,724 | $116.09 | $146.87 | $711.5 | $6,783.6 | | 2023 | $12,338,767 | $8,925,771 | $3,683,836 | $2,493,597 | $125.79 | $143.18 | $321.1 | $6,967.2 | | 2022 | $10,831,766 | $(28,632,167) | $2,553,081 | $(7,183,678) | $116.20 | $140.29 | $686.5 | $7,512.4 | | 2021 | $13,260,913 | $45,709,309 | $3,538,486 | $12,019,256 | $232.18 | $143.09 | $572.6 | $7,386.1 | | 2020 | $11,257,062 | $33,997,170 | $4,588,288 | $10,679,332 | $155.10 | $113.45 | $116.6 | $6,393.6 |

  61. Pay Versus Performance Table

    Notes: (1) Compensation for our PEO, Michael Stubblefield, reflects the amounts reported in the "Summary Compensation Table" for the respective years. Average compensation for our non-PEO NEOs included: (a) for 2024, R. Brent Jones, Benoit Gourdier, James Bramwell, Randy Stone, Claudius Sokenu; (b) for 2023, R. Brent Jones, Randy Stone, James Bramwell, Frederic Vanderhaegen, Gerard Brophy and Thomas Szlosek; (c) for 2022 and 2021, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Sheri Lewis; and (d) for 2020, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Michael Wondrasch. Compensation "actually paid" for the PEO and average compensation "actually paid" for our non-PEOs NEOs in each of 2024, 2023, 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 more 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 2024, see "Compensation Discussion and Analysis — Compensation Philosophy and Objectives — How We Make Compensation Decisions."

  62. Pay Versus Performance Table

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  63. Pay Versus Performance Table

    PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation:

  64. Pay Versus Performance Table

    | Total Compensation as reported in SCT | $14,525,638 | $12,338,767 | $10,831,766 | $13,260,913 | $11,257,062 | | Subtract change in the actuarial present value of pension benefits | $— | $(7,895) | $— | $(5,342) | $(6,272) | | Add service cost of pension benefits | $— | $2,684 | $3,421 | $3,388 | $2,875 | | Subtract grant date fair value of equity awards granted during covered year reported in SCT | $(11,276,173) | $(10,966,272) | $(9,684,956) | $(8,633,149) | $(7,313,957) | | Add fair value of equity compensation granted in current year – value at year-end | $9,149,167 | $7,305,449 | $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 | $(1,323,388) | $(921,458) | $(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 | $463,117 | $1,174,497 | $(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 | (359,810) | — | $— | $— | $— | | Compensation Actually Paid to PEO | $11,178,551 | $8,925,771 | $(28,632,167) | $45,709,309 | $33,997,170 |

  65. Pay Versus Performance Table

    Average Non-PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation:

  66. Pay Versus Performance Table

    | Total Compensation as reported in SCT | $3,426,772 | $3,683,836 | $2,553,081 | $3,538,486 | $4,588,288 | | Subtract change in the actuarial present value of pension benefits | $— | $(5,613) | $(1,726) | $(2,787) | $(4,428) | | Add service cost of pension benefits | $— | $1,806 | $2,495 | $2,491 | $982 | | Subtract grant date fair value of equity awards granted during fiscal year reported in SCT | $(2,405,576) | $(3,117,887) | $(1,963,157) | $(1,861,530) | $(3,340,903) | | Add fair value of equity compensation granted in current year – value at year-end | $1,516,142 | $2,221,730 | $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 | $(193,197) | $(81,272) | $(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 | $(72,956) | $138,465 | $(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 | $(492,462) | $(347,467) | $— | $— | $— | | Compensation Actually Paid to Non-PEO NEOs | $1,778,724 | $2,493,597 | $(7,183,678) | $12,019,256 | $10,679,332 |

  67. Pay Versus Performance Table

    (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 2024, 2023, 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. 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, 2024, 2023, 2022, 2021 and 2020.

  68. Pay Versus Performance Table

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  69. Relationship between Compensation Actually Paid and Company Performance

    Relationship between Compensation Actually Paid and Company Performance

  70. Compensation Actually Paid vs. Total Stockholder Return

    Compensation Actually Paid vs. Total Stockholder Return As shown in the chart below, the PEO and other NEOs' CAP amounts are aligned with our TSR. Our higher TSR in 2020 and 2021 (both on an absolute basis and relative to the S&P 500 Health Care Index) directionally aligned with higher CAP for the PEO and NEOs, while weaker performance resulted in negative CAP in 2022 and lower CAP in 2023 and 2024. (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 cumulative return of $100 as if invested on December 31, 2019 through December 31, 2024, calculated in accordance with Item 201(e) of Regulation S-K.

  71. Compensation Actually Paid vs. Total Stockholder Return

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  72. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income Our strong Net Income growth in 2020 and 2021 directionally aligned with higher CAP for those years, while Growth was slower in 2022 and 2023, which aligned with lower compensation actually paid. The net income increase in 2024 is also aligned with the increase in CAP

  73. Compensation Actually Paid vs. Company Selected Measure

    Compensation Actually Paid vs. Company Selected Measure Our strong Revenue growth in 2020 and 2021 directionally aligned with higher CAP for those years, while growth was slower in 2022, 2023 and 2024 which aligned with lower compensation actually paid.

  74. Compensation Actually Paid vs. Company Selected Measure

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  75. Compensation Actually Paid vs. Company Selected Measure

    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 at 610-386-1700 or: Avantor Inc., Corporate Secretary’s Office, Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.

  76. Compensation Actually Paid vs. Company Selected Measure

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  77. Compensation Actually Paid vs. Company Selected Measure

    Questions and Answers About the Meeting and Voting

  78. Compensation Actually Paid vs. Company Selected Measure

    | 1. | How do I attend the 2025 Annual Meeting? | | | 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 14, 2025, will be able to attend and participate in the Annual Meeting online vote and submit questions during the Annual Meeting by accessing www.virtualshareholdermeeting.com/AVTR2025. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. If you are a beneficial owner, you are also invited to attend and participate in the Annual Meeting online. | | | 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 Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time. Log in Instructions. To attend the online Annual Meeting, log in at www.virtualshareholdermeeting.com/AVTR2025. Stockholders of record will need to enter the 16-digit control number appearing on their Notice of Internet Availability of Proxy Materials or proxy card. If you are a beneficial stockholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number. If you do not have a control number, you may still attend the meeting as a guest in listen-only mode. | | | 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. |

  79. Compensation Actually Paid vs. Company Selected Measure

    | 74 | 2025 Proxy Statement | |

  80. Compensation Actually Paid vs. Company Selected Measure

    | 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 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 on Form 10-K for the year ended December 31, 2024, 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 March 28, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice”) was sent to most of our stockholders which will instruct you how to access and review the proxy materials on the Internet. The Notice also instructs you to submit your proxy via the Internet. If you would like to receive a paper or email copy of our proxy materials, please follow the instructions for requesting such materials in the Notice. |

  81. Compensation Actually Paid vs. Company Selected Measure

    | 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, at the close of business on March 14, 2025, you are eligible to vote at the Annual Meeting. For each matter presented for vote, you have one vote for each share you own. | | 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, Equiniti 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. | | 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/AVTR2025 and entering their control number listed on their proxy card. For more information, see “Questions and Answers About the Meeting and Voting —1. How do I attend the 2025 Annual Meeting?” | | | 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. |

  82. Compensation Actually Paid vs. Company Selected Measure

    | | 2025 Proxy Statement | 75 |

  83. Compensation Actually Paid vs. Company Selected Measure

    | 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 2025), unless you provide specific instructions by completing and returning the voting instruction form from your broker, bank or other financial institution or following the instructions provided to you for voting your shares via telephone or the Internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the Annual Meeting. If you wish to be able to vote your shares at the meeting, you must obtain a legal proxy from that entity and register in advance of the Annual Meeting. For more information, see “Questions and Answers About the Meeting and Voting — 1. How do I attend the 2025 Annual Meeting?” |

  84. Compensation Actually Paid vs. Company Selected Measure

    | 7. | Who can attend the Annual Meeting? | | | Stockholders of record as of March 14, 2025, will be able to attend and participate in the Annual Meeting online, vote and submit questions during the Annual Meeting by accessing www.virtualshareholdermeeting.com/AVTR2025. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. If you are a beneficial owner, you are also invited to attend and participate in the Annual Meeting online. For more information, see “Questions and Answers About the Meeting and Voting — 1. How do I attend the 2025 Annual Meeting?” If you do not comply with the procedures outlined above, you will not be admitted to the virtual Annual Meeting. | | | 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 7, 2025; | | | • Submitting a later dated proxy by 11:59 p.m. on May 7, 2025; or | | | • Attending the Annual Meeting online and voting by following the instructions at www.virtualshareholdermeeting.com/AVTR2025. | | | 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. You will need to follow the procedures of the brokerage firm, bank or other record owner in order to revoke or change any previously communicated instructions. |

  85. Compensation Actually Paid vs. Company Selected Measure

    | 76 | 2025 Proxy Statement | |

  86. Compensation Actually Paid vs. Company Selected Measure

    | 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 their 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. |

  87. Compensation Actually Paid vs. Company Selected Measure

    | 11. | What constitutes a “quorum” for the meeting? | | | A quorum consists of the holders of record 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” are counted for purposes of determining the presence of a quorum. |

  88. Compensation Actually Paid vs. Company Selected Measure

    | | 2025 Proxy Statement | 77 |

  89. Compensation Actually Paid vs. Company Selected Measure

    | 12. | What is the voting requirement to approve each of the proposals, and how are votes counted? | | | At the close of business on March 14, 2025, Avantor had 681,421,720 shares of common stock (excluding treasury shares) outstanding. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. Treasury shares are not voted. | | | Item 1: Election of ten director nominees to serve one-year terms expiring in 2026. A majority of the votes cast with respect to that director’s election is required to elect each nominee named herein, which means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election. Our bylaws require that each incumbent director nominee submit an irrevocable letter of resignation as director that becomes effective if he or she fails to receive a majority of the votes cast in an uncontested election and the Board accepts the resignation, acting on the recommendation of the Nominating and Governance Committee. If any incumbent director nominee fails to receive a majority of the votes cast in an uncontested election at which a qurum is present, the Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject such resignation. Abstentions and broker non-votes will have no effect on the outcome of the proposal for the election of each of the ten director nominees. | | | Item 2: Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. The affirmative vote of a majority of the voting power of the outstanding common stock present in person or represented by proxy and entitled to vote thereon is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the effect of a negative vote. We do not expect there to be any broker non-votes with respect to the proposal. | | | Item 3: Advisory approval of named executive officer compensation. The affirmative vote of a majority of the voting power of the outstanding 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 be counted as present for purposes of determining whether there is a quorum but will 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. |

  90. Compensation Actually Paid vs. Company Selected Measure

    | 78 | 2025 Proxy Statement | |

  91. Compensation Actually Paid vs. Company Selected Measure

    | 14. | May I propose actions for consideration at the 2026 annual meeting of stockholders or nominate individuals to serve as directors? | | | Stockholder Proposals. To be eligible for inclusion in the Proxy Statement for our 2026 Annual Meeting of Stockholders, under the SEC’s stockholder proposal rule (Rule 14a-8(e) under the Exchange Act), a proposal must be received by our Secretary on or before November 28, 2025. The proposal should be mailed by certified mail return receipt requested to our Corporate Secretary’s Office, Avantor, Inc., 100 Matsonford Road, Building One, Suite 200, Radnor, PA 19087. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. To make a director nomination or present other business for consideration at our 2026 Annual Meeting of Stockholders that will not be included in the Proxy Statement, you must submit a timely notice in accordance with the procedures described in our bylaws. To be timely, a stockholder’s notice must be delivered to the Secretary not less than 90 days or more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our 2026 Annual Meeting, such a proposal must be received on or after January 8, 2026, but not later than February 7, 2026. In the event that the date of the Annual Meeting of Stockholders to be held in 2026 is advanced by more than 30 days, or delayed by more than 30 days, from the anniversary date of this year’s Annual Meeting of Stockholders, such notice by the stockholder must be so received no earlier than 120 days prior to the Annual Meeting of Stockholders to be held in 2026 and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our bylaws. 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 2025 Annual Meeting of Stockholders must be received by the Corporate Secretary no earlier than October 29, 2025 and no later than November 28, 2025. Further, if you intend to nominate a director and solicit proxies in support of such director nominee(s) (other than the Company’s nominees) at the 2026 Annual Meeting of Stockholders in reliance on Rule 14a-19 under the Exchange Act, in addition to the requirements set forth in the Company’s bylaws, you must also comply with the additional requirements of Rule 14a-19 under the Exchange Act. | | 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, 2024, including financial statements thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to: Investor Relations Avantor, Inc. Radnor Corporate Center, Building One, Suite 200 100 Matsonford Road Radnor, PA 19087 |

  92. Compensation Actually Paid vs. Company Selected Measure

    | | 2025 Proxy Statement | 79 |

  93. Compensation Actually Paid vs. Company Selected Measure

    Other Business 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 provided for in the proxy card. March 28, 2025 Claudius O. Sokenu Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary

  94. Compensation Actually Paid vs. Company Selected Measure

    | 80 | 2025 Proxy Statement | |

  95. Compensation Actually Paid vs. Company Selected Measure

    Appendix A