DEF 14A of West Pharmaceutical Services Inc, Mar 12, 2026

DEF 14A of West Pharmaceutical Services Inc

Filed Mar 12, 2026 · FY20250001104659-26-026778

Open on EDGAR

  1. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors Our shareholders are asked to consider the following eleven nominees for election to our Board:

  2. Proposal 1 – Election of Directors

    | · Mark A. Buthman | · Janet B. Haugen | · Stephen H. Lockhart, M.D., Ph.D. | | · William F. Feehery, Ph.D. | · Molly E. Joseph | · Douglas A. Michels | | · Robert F. Friel | · Deborah L. V. Keller | · Paolo Pucci | | · Eric M. Green | · Myla P. Lai-Goldman, M.D. | |

  3. Proposal 1 – Election of Directors

    If elected, each nominee will serve as director for a one-year term until the 2027 Annual Meeting of Shareholders, or until their earlier death, resignation, retirement, disqualification or removal. All eleven nominees are current Company directors, and all ten non-employee directors have been determined by our Board to be independent. The director nominee biographies that follow outline each nominee’s reasons for nomination, personal and professional backgrounds and qualifications, tenure as a Company director, Board committee membership and other relevant information for your consideration. The Director Skills Matrix found on page 19 reflects each nominee’s relevant experience, expertise and skills. Our Nominating and Corporate Governance Committee (“NCGC”) reviewed the qualifications of each of the nominees, finding that each nominee possesses the required attributes and that all nominees collectively strike the appropriate balance of expertise, skills, perspectives, experiences and personal backgrounds. On February 16, 2026, our NCGC recommended to our Board that each of the above nominees be nominated for re-election by a vote of our shareholders at the 2026 Annual Meeting. The Board approved the Committee’s recommendation at its meeting on February 16, 2026. Additional details regarding the director nomination process can be found on page 18. Each of the nominees has agreed to be named as a nominee in this Proxy Statement and to serve on the Board, if elected. While we expect each nominee to be able to serve if elected, if any nominee is unable to serve, then the NCGC will recommend to our Board a replacement nominee. The Board may then designate the replacement nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

  4. Proposal 1 – Election of Directors

    | | The Board unanimously recommends a vote FOR the election of each of these nominees as directors. |

  5. Proposal 1 – Election of Directors

    Director Nominee Biographies

  6. Proposal 1 – Election of Directors

    | Committee Membership Compensation Age 65 Director since 2011 Independent | Mark A. Buthman Former Executive Vice President & Chief Financial Officer, Kimberly-Clark Corporation Reasons for Nomination Mr. Buthman brings to the Board extensive global financial expertise and deep knowledge of branded products within the consumer, professional and healthcare sectors. He formerly served as the Senior Vice President and Chief Financial Officer (2003-2015) and Executive Vice President (2015) at Kimberly-Clark, a Fortune 150 company with significant international operations. As a member of the Board’s Compensation Committee, Mr. Buthman is applying the financial management skills he acquired during his 33-year career at Kimberly-Clark in finance, strategy, and operations, as well as his experience serving as Chair of the Audit Committee at IDEX Corporation. Mr. Buthman also provides relevant strategic planning insights with his career track record of more than 50 acquisitions totaling over $10 billion in value. Other Directorships ● Current: IDEX Corporation ● Former (within prior 5 years): None Education ● B.A., Finance, University of Iowa Other Relevant Information ● Board Chair of Pavillon International, a not-for-profit treatment center for individuals suffering from substance use disorder |

  7. Proposal 1 – Election of Directors

    | 54 2012 | Executive Officer, Certara, Inc Feehery occupies multiple business unit leadership roles in DuPont (previously E.I. du Pont de Nemours & Company) (2002-2019) and Dr. Feehery has Comprehensive healthcare industry experience through his CEO role at Certara. He also holds a Ph.D. degree in chemical engineering and has significant experience in managing R&D and commercializing cutting edge technologies. n-depth international supply chain knowledge, including direct responsibility for global manufacturing. Also has extensive experience in marketing to customers and promoting goods and services through roles at Certara and DuPont. He also active in Business Development, including several mergers and acquisitions, strategic business partnerships and divestitures. Executive leadership background including as CEO of a publicly-traded company and senior roles at multinational company. Feehery is the only independent member of our Board who currently serves as a public company CEO, experience we believe significantly enhances our Board capabilities. His deep corporate insight, scientific expertise and extensive experience in the healthcare industry contribute to his membership on the Committees he serves on. ● Certara, Inc ● years): None ● ● | | Committee Membership Audit Age 56 Director since 2012 Independent | William F. Feehery, Ph.D. Former Chief Executive Officer, Certara, Inc. Reasons for Nomination Dr. Feehery brings to the Board comprehensive experience in the healthcare industry through his former role as Chief Executive Officer of Certara, a biosimulation technology company he led from 2019 through December 2025. He has significant experience in managing R&D and commercializing cutting-edge technologies. Through experience he gained leading multiple business units at DuPont (2002-2019), including having full P&L responsibility for 3,000 people, 20 manufacturing plants and worldwide marketing and sales across multiple markets, as well as his oversight of Certara, Dr. Feehery applies his financial and strategic acumen to his role as a member of the Board’s Audit Committee. As a former public company CEO, Dr. Feehery also brings valuable corporate perspectives and insights to the Board and the Audit Committee. Other Directorships ● Current: None ● Former (within prior 5 years): Certara, Inc. (through 2025) Education ● Ph.D., in Chemical Engineering, and M.B.A., Massachusetts Institute of Technology ● B.S.E., Chemical Engineering, University of Pennsylvania ● Churchill Scholar, University of Cambridge Other Relevant Information ● Before joining DuPont, Dr. Feehery was engaged in venture capital and was a management consultant for the Boston Consulting Group. |

  8. Proposal 1 – Election of Directors

    | Committee Membership Nominating & Corporate Governance Age 70 Director since 2020 Lead Independent Director since April 2025 | Robert F. Friel Retired Chair, President & Chief Executive Officer, PerkinElmer, Inc. (now Revvity, Inc.) Reasons for Nomination Mr. Friel brings to the Board comprehensive healthcare industry experience through his leadership of PerkinElmer, where he served as Chair, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer (1999–2019). Prior to joining PerkinElmer, Mr. Friel served in several finance-focused senior management positions with AlliedSignal, Inc., now Honeywell International. His extensive global leadership in setting growth strategy and overseeing operational and financial risks strengthens the Board’s global perspective. Mr. Friel’s deep finance and tax expertise and his experience with mergers, acquisitions and strategic partnerships support his service on the Board’s Nominating & Corporate Governance Committee. Mr. Friel’s tenured leadership at a successful public company and service on other Boards enhance our Board’s oversight of succession planning, innovation and corporate governance. Other Directorships ● Current: Xylem, Inc. ● Former (within prior 5 years): NuVasive, Inc. (through 2023) Education ● M.S., Taxation, Fairleigh Dickinson University ● B.A., Economics, Lafayette College Other Relevant Information ● Mr. Friel is a director of New York Life Insurance Company. |

  9. Proposal 1 – Election of Directors

    | Age 56 Director since 2015 Chair of the Board | Eric M. Green Chair of the Board, President & Chief Executive Officer, West Pharmaceutical Services, Inc. Reasons for Nomination Mr. Green brings to the Board comprehensive healthcare industry experience through his leadership as Chief Executive Officer of West (2015–present) and his prior senior executive roles at Sigma-Aldrich (1993–2015). His three-decade career in life sciences has given him deep expertise in innovation, operations and global business transformation. Mr. Green has broad experience managing large-scale operations and business strategy, including leading over 10,000 team members at West and overseeing several of the major businesses at Sigma-Aldrich, which enhances the Board’s oversight of West’s growth strategy. As West’s Chair and CEO, Mr. Green provides direct insight into corporate strategy, risk management and performance oversight for the Board. Other Directorships ● Current: Ecolab Inc. ● Former (within prior 5 years): None Education ● M.B.A., Olin Business School, Washington University in St. Louis ● B.A., Chemistry, Bethel University |

  10. Proposal 1 – Election of Directors

    | Committee Membership Audit (Chair) Age 67 Director since 2024 Independent | Janet B. Haugen Retired Chief Financial Officer, Unisys Corporation Reasons for Nomination Ms. Haugen brings to the Board extensive financial and executive leadership experience through her tenure at Unisys Corporation (1999–2019), where she served as Chief Financial Officer for 16 years. She has significant expertise in business transformation, finance and corporate administration, which strengthens the Board’s strategic and financial oversight. Ms. Haugen brings senior leadership, management and financial expertise gained through her service as a CFO, as well as broad industry knowledge developed as a senior executive of a global technology organization. Earlier in her career, she was a partner at Ernst & Young, working with Fortune 500 companies in the technology and manufacturing industries. Ms. Haugen applies her experience in auditing, risk management, corporate governance, financial controls and corporate management as Chair of the Board’s Audit Committee. Other Directorships ● Current: Bentley Systems, NCR Voyix ● Former (within prior 5 years): Paycom Software (through 2021), Juniper Networks (through 2025) Education ● B.A., Economics, Computer Science, Rutgers University Other Relevant Information ● Ms. Haugen is currently National Association of Corporate Directors Directorship Certified, signifying her dedication to ongoing professional development and adherence to best practices for board oversight. |

  11. Proposal 1 – Election of Directors

    | 51 2021 | s. Joseph serving in increasing levels of executive leadership roles at this healthcare and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone (2005-2021). Thorough international healthcare industry experience through her roles at UnitedHealth Group, one of the largest health benefits and medical delivery businesses outside the United States. olds a law degree which she leveraged in various corporate development roles. International supply chain oversight of complex purchasing networks across the healthcare ecosystem and operations. Executive leadership gained through management of 55 hospitals and several hundred ambulatory centers, with over 9 million patients and 7 million insurance members in a highly-regulated insurance and healthcare delivery industry. Developed skills in financial management, health system delivery/funding and knowledge of global health systems during her career at UnitedHealth Group. Extensive experience marketing services to both business customers and consumers through her roles at UnitedHealth Group. Gained more than two decades of mergers and acquisitions experience across roles in corporate development, investment banking and corporate law. ● First Solar, Inc. ● years): None ● s. Joseph graduated Santa Clara University with a Bachelor of Science degree and received a Juris Doctorate from Georgetown Law Center ● | | Committee Membership Compensation (Chair) Nominating & Corporate Governance Age 52 Director since 2021 Independent | Molly E. Joseph Former Chief Executive Officer, UnitedHealthcare Global Reasons for Nomination Ms. Joseph brings to the Board extensive international healthcare industry experience through her senior leadership roles at UnitedHealth Group (2005–2021) and her current roles as Founder and Managing Partner of Cypress Pass Ventures, an investment and advisory firm focused on health modernization, and Senior Advisor of Invidia Capital Management LP, a healthcare-oriented private equity firm. As Chief Executive Officer of UnitedHealthcare Global, she managed operations for 55 hospitals and several hundred ambulatory centers, serving more than nine million patients and seven million insurance members across highly regulated international markets. Ms. Joseph also acquired expertise in financial management, health-system delivery and funding, and global health systems during her tenure at UnitedHealth Group and in her current role at Cypress Pass Ventures. Her more than two decades of mergers and acquisitions experience across corporate development, investment banking and corporate law strengthen the Board’s oversight of strategic growth. Ms. Joseph applies her extensive experience in management and strategic planning to her roles as Chair of the Board’s Compensation Committee and member of the Nominating & Corporate Governance Committee. Other Directorships ● Current: Lumexa Imaging, Inc. (formerly US Radiology Specialists) ● Former (within prior 5 years): First Solar, Inc. (through 2025) Education ● J.D., Georgetown University Law Center ● B.S., Political Science, Santa Clara University Other Relevant Information ● Ms. Joseph serves on the Boards of Directors of AMSURG and Arvest Bank Group, Inc. and is Vice Chair of the Board of Trustees at Santa Clara University. |

  12. Proposal 1 – Election of Directors

    | 62 2017 | Principal s. Keller retired as CEO after holding various executive leadership roles in this business segment of Laboratory Corporation of America Holdings (1987-2017). She has •Broad international healthcare industry experience, including leading the world’s largest provider of research and clinical laboratory services. Holds dual degrees in chemistry and accounting; led R&D and technical teams. Oversaw complex, international operations and supply chain in more than 200 countries. She has extensive experience marketing to customers and promoting goods and services through her role at Covance Drug Development, including leading the Global Marketing function. International executive leadership experience as CEO and other senior roles for a publicly-traded, multinational company. Regulatory and Quality Assurance experience in the U.S., EU, China and Japan in drug development and manufacturing. ● None ● years): None ● . ● | | Committee Membership Nominating & Corporate Governance (Chair) Compensation Age 63 Director since 2017 Independent | Deborah L. V. Keller Former Chief Executive Officer, Covance Drug Development Reasons for Nomination Ms. Keller brings to the Board broad international healthcare industry experience, including her leadership as the former Chief Executive Officer of Covance Drug Development, where she led the world’s largest provider of research and clinical laboratory services. Over her three decades at Covance (1987–2016), she oversaw complex international operations, research and development and supply chain in more than 200 countries. Ms. Keller is the Founder and Principal at Black Frame Advisors LLC, which serves the healthcare and pharmaceutical industry. Ms. Keller’s experience marketing to customers and promoting goods and services through her role at Covance Drug Development, including leading the Global Marketing function, provides valuable perspective to the Board. Her international executive leadership experience as CEO and other senior roles for a publicly traded multinational company, along with her Regulatory and Quality Assurance experience in the U.S., EU, China and Japan, strengthens the Board’s ability to navigate complex global compliance and operational challenges. As Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee, Ms. Keller leverages her background in drug development, corporate management expertise and operational excellence to strengthen West’s governance practices. Other Directorships ● Current: None ● Former (within prior 5 years): None Education ● M.B.A., University of Wisconsin ● B.S., Chemistry, and B.B.A., Accounting, Nazareth College Other Relevant Information ● Ms. Keller is Chair of the Wisconsin Alumni Research Foundation (WARF). |

  13. Proposal 1 – Election of Directors

    | Committee Membership Audit Age 68 Director since 2014 Independent | Myla P. Lai-Goldman, M.D. Chair & Former Chief Executive Officer & President, GeneCentric Therapeutics, Inc. Reasons for Nomination Dr. Lai-Goldman brings to the Board expansive healthcare industry experience through her senior leadership roles at GeneCentric Therapeutics (2011–present), Labcorp (1990–2008) and Roche Biomedical. She is also managing partner of Personalized Science, LLC, a clinical diagnostic consulting company that she founded in 2008. A board-certified anatomic and clinical pathologist, Dr. Lai-Goldman has applied scientific expertise and executive leadership over decades to advance clinical diagnostics and precision medicine. Her regulatory, research and product development experience strengthens the Board’s oversight of innovation and R&D strategy. She played a critical role in navigating the complex regulatory landscape of the healthcare industry while serving as Chief Medical Officer at Labcorp. Dr. Lai-Goldman’s operational and healthcare background support her role on the Board’s Audit Committee. Other Directorships ● Current: Quanterix Corporation ● Former (within prior 5 years): Akoya Biosciences, Inc. (through 2025) Education ● M.D., Columbia University ● B.A., Biology, University of Pennsylvania Other Relevant Information ● Dr. Lai-Goldman is Board-certified in anatomic and clinical pathology. ● She also serves on the boards of directors of NovoPath LLC and Mercy BioAnalytics. She has also served as a venture partner at Hatteras Venture Partners since August 2011. |

  14. Proposal 1 – Election of Directors

    | Committee Membership Compensation Age 67 Director since 2022 Independent | Stephen H. Lockhart, M.D., Ph.D. Former Chief Medical Officer, Sutter Health Reasons for Nomination Dr. Lockhart brings to the Board extensive healthcare leadership experience through his tenure as Chief Medical Officer of Sutter Health (2015–2021), one of the nation’s largest not-for-profit healthcare systems. A board-certified anesthesiologist, Dr. Lockhart created a regulatory framework for drug testing and drug development in precision medicine and served on the California Governor’s Advisory Committee on Precision Medicine, where he chaired the Legal and Regulatory Subcommittee. He also gained significant business development experience managing the mergers of multiple hospital systems during his tenure as Chief Medical Officer. His broad healthcare industry, deep financial knowledge and operational experience inform his service on the Board’s Compensation Committee. Other Directorships ● Current: Molina Healthcare; National Research Corporation Health ● Former (within prior 5 years): None Education ● M.D. and Ph.D., Cornell University ● MPhil, Medicine, Oxford University (Rhodes Scholar) ● B.A., Economics, Mathematics, Washington University in St. Louis Other Relevant Information ● Dr. Lockhart’s non-profit board service has included the ECRI Institute, REI, The David and Lucile Packard Foundation, EO Wilson Biodiversity Foundation and Parks California, a state-wide nonprofit dedicated to supporting California’s parks and public lands. |

  15. Proposal 1 – Election of Directors

    | Committee Membership Audit Nominating & Corporate Governance Age 69 Director since 2011 Independent | Douglas A. Michels Retired President & Chief Executive Officer, OraSure Technologies, Inc. Reasons for Nomination Mr. Michels brings to the Board more than 30 years of experience in the healthcare diagnostics industry, including service as Chief Executive Officer of OraSure Technologies (2004–2018) and earlier roles at Johnson & Johnson (1985–2004). At OraSure, he oversaw the development and FDA approval of the nation’s first over-the-counter rapid HIV self-test and the first and only FDA-approved rapid hepatitis C test. His experience leading global operations and navigating complex regulatory processes provides the Board with valuable insight into risk management, compliance and innovation oversight. Mr. Michels’ background in strategy, supply-chain management and product development supports his service on the Audit and Nominating & Corporate Governance Committees. Other Directorships ● Current: None ● Former (within prior 5 years): Tyme Technologies, Inc. (through 2022) Education ● M.B.A., Rutgers University ● B.S., Public Health, University of Illinois Other Relevant Information ● In February 2010, Mr. Michels was appointed to the Presidential Advisory Council on HIV/AIDS. ● He previously served on the Board of the National Blood Foundation, the Board of the National Committee for Quality Health Care and the Coalition to Protect America’s Health Care. |

  16. Proposal 1 – Election of Directors

    | Committee Membership Audit Age 64 Director since 2016 | Paolo Pucci Retired Chief Executive Officer, ArQule, Inc. Reasons for Nomination Mr. Pucci brings to the Board extensive global healthcare and biopharmaceutical experience through his leadership as Chief Executive Officer of ArQule (2008–2020) and his prior executive roles at Bayer A.G. (2001–2008). He guided ArQule, a biopharmaceutical oncology company, through its acquisition by Merck & Co., demonstrating strong strategic and governance expertise. Mr. Pucci offers deep insight into strategic planning, capital allocation and operational oversight. His experience managing global pharmaceutical operations and regulatory affairs strengthens the Board’s governance, audit and risk oversight. Mr. Pucci’s experience as a public company CEO and director of multiple international life-sciences companies supports his service on the Board’s Audit Committee, where he contributes perspectives on enterprise risk and financial discipline. Other Directorships ● Current: Replimune Group Inc. ● Former (within prior 5 years): Merus N.V. (through 2025); ArQule Inc. (through 2020); Trillium Therapeutics Inc. (through 2021) Education ● M.B.A., University of Chicago Booth School of Business ● B.A., Economics and Accounting, Università degli Studi di Napoli Federico II Other Relevant Information ● In addition to the directorships noted above, Mr. Pucci previously served on the Boards of Directors of Dyax, Inc. (acquired by Shire PLC in 2016), Algeta ASA (acquired by Bayer AG in 2014) and New Link Genetics Inc. ● In January 2025, he was appointed to be an independent Non-Executive Director to the Board of Directors of the Chiesi Group, a private global research-oriented biopharmaceutical company, where he also serves as Chairman of the Strategy/Sustainability/Innovation Committee. |

  17. Proposal 1 – Election of Directors

    Director Nomination Process Candidates for nomination to our Board are recommended by the NCGC in accordance with the NCGC’s charter, our Articles of Incorporation, our Bylaws, and our Corporate Governance Principles. All people recommended for nomination to our Board, regardless of the source of the recommendation, are evaluated by the NCGC with the Board determining the final slate of nominees. The Board and the NCGC consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members:

  18. Proposal 1 – Election of Directors

    | ● | A director is nominated based on her or his professional experience. A director’s expertise, experience and traits add to the skill set of the Board as a whole and provide value in areas needed for the Board to operate effectively. |

  19. Proposal 1 – Election of Directors

    | ● | A director must have high standards of integrity and commitment, and exhibit independence of judgment, a willingness to ask hard questions of Management and the ability to work well with others. |

  20. Proposal 1 – Election of Directors

    | ● | A director should be willing and able to devote enough time to the affairs of the Company and be free of any disabling conflict. |

  21. Proposal 1 – Election of Directors

    | ● | All the non-employee directors should be “independent” as set forth in our Board Policy on Director Qualification Standards (“Independence Standards”). |

  22. Proposal 1 – Election of Directors

    | ● | A director should actively participate in the decision-making process, demonstrate a willingness to express ideas and engage in constructive discussion with other Board members, Management and relevant persons, be willing to make difficult decisions in the best interests of our Company and its stakeholders, including its shareholders, and demonstrate diligence and faithfulness in attending Board and Committee meetings. |

  23. Proposal 1 – Election of Directors

    | ● | The Board generally seeks active or former senior executives of public companies, particularly those with backgrounds in international operations, healthcare or public health fields, science or technology backgrounds and individuals with financial expertise. |

  24. Proposal 1 – Election of Directors

    When reviewing nominees, the NCGC considers whether the candidate possesses the qualifications, experience and skills it considers appropriate in the context of the Board’s overall composition and needs. We also strive for a Board composition that reflects a mix of backgrounds, experiences, expertise, skill sets, perspectives and opinions. Therefore, our director nomination process seeks candidates who bring a diversity of professional experiences and personal backgrounds, which includes consideration of a candidate’s age, gender, race and ethnicity. The NCGC also reviews annually with the Board the size and composition of the Board and its committees to determine the qualifications and areas of expertise needed to further enhance the composition of the Board. In determining whether to add new directors, we review our skills matrix annually to determine the targeted skills that we believe will most significantly enhance the diversity of experience and expertise on our Board. We balance the current skill sets versus the desired optimal mix of skill sets given their relative importance to the Company. We incorporate the skills matrix into our succession planning to ensure that we are replacing skills that may be lost as directors retire or otherwise leave the Board. The Board considers the defined skills below as most vital to help a director provide value and leadership to help drive West’s success. Shareholders who wish to recommend or nominate director candidates must provide information about themselves and their candidates and comply with procedures and timelines contained in our Bylaws. These procedures are more fully described in the section of this Proxy Statement titled “Other Information – Shareholder Proposals or Nominations.” Director Skills Matrix

  25. Proposal 1 – Election of Directors

    | | | BUTHMAN | FEEHERY, PH.D. | FRIEL | GREEN | HAUGEN | JOSEPH | KELLER | LAI-GOLDMAN, M.D. | LOCKHART, M.D., PH.D. | MICHELS | PUCCI | | | Corporate Development Material experience in analyzing, identifying and executing significant corporate development opportunities, including mergers and acquisitions, divestitures, joint ventures and large, complex strategic business partnerships | | | | | | | | | | | | | | Executive Leadership Officer or senior level experience at a large, complex publicly traded or private company or organization with responsibility for multiple material business functions | | | | | | | | | | | | | | Financial Expertise Accounting degree, certification or significant experience requiring financial knowledge & analysis, including responsibility for accounting, treasury and financial risk management | | | | | | | | | | | | | | Global Supply Chain & Operations Significant experience managing the operations, supply chain and logistics of producing products for commercial sale globally to maximize profit and minimize waste | | | | | | | | | | | | | | Healthcare Industry Management experience in healthcare, life sciences, medical products, devices or services | | | | | | | | | | | | | | International Experience Leadership in a company with significant international presence that includes ownership of a material corporate function or a considerable overseas assignment | | | | | | | | | | | | | | Marketing Strategy Strategic management experience involving the sales, marketing and branding of products or services | | | | | | | | | | | | | | Regulatory/Drug Development Material work experience in a heavily regulated industry including working on responses to government and customer filings and audits and/or significant work in pharmaceutical drug delivery or diagnostic processes and approaches | | | | | | | | | | | | | | Science & Technology Scientific degree used in performing services or certification and significant oversight or involvement with scientific, technological or research and development endeavors | | | | | | | | | | | |

  26. Proposal 1 – Election of Directors

    2025 Non-Employee Director Compensation Our non-employee Director compensation structure is reviewed annually by the NCGC and Board in consultation with Pay Governance LLC (“Pay Governance”), our independent compensation consultant. The compensation structure in effect for 2025 is set forth below:

  27. Proposal 1 – Election of Directors

    | Compensation Item | Amount | | Annual Retainers and Chair Fees | | | Board membership | $100,000 | | Chair of the Board | — | | Lead Independent Director | 40,000 | | Audit Committee Chair | 25,000 | | Compensation Committee Chair | 20,000 | | All Other Committee Chairs | 15,000 | | Restricted Stock Units ("RSUs") | 220,000 |

  28. Proposal 1 – Election of Directors

    Mr. Green, as an officer of the Company, receives no additional compensation for his service on the Board as our Chair. The following table shows the total 2025 compensation of our non-employee directors.

  29. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation

  30. 2025 Non-Employee Director Compensation

    | | Fees Earned or Paid | | All Other | | | Name | in Cash ($)(1) | Stock Awards ($)(2) | Compensation ($)(3) | Total ($) | | Mark A. Buthman | 115,000 | 219,941 | 10,000 | 344,941 | | William F. Feehery | 100,000 | 219,941 | 10,000 | 329,941 | | Robert F. Friel | 133,901 | 219,941 | — | 353,842 | | Janet B. Haugen | 100,000 | 219,941 | 11,000 | 330,941 | | Thomas W. Hofmann | 125,000 | 219,941 | 11,000 | 355,941 | | Molly E. Joseph | 113,901 | 219,941 | 10,000 | 343,842 | | Deborah L. V. Keller | 115,000 | 219,941 | — | 334,941 | | Myla P. Lai-Goldman | 115,000 | 219,941 | 10,000 | 344,941 | | Stephen H. Lockhart | 100,000 | 219,941 | 10,000 | 329,941 | | Douglas A. Michels | 100,000 | 219,941 | 10,000 | 329,941 | | Paolo Pucci | 112,198 | 219,941 | — | 332,139 |

  31. 2025 Non-Employee Director Compensation

    | (1) The amounts in the “Fees Earned or Paid in Cash” column are retainers earned for serving on our Board, its committees and as committee chairs and Lead Independent Director, as applicable. All annual retainers are paid quarterly. The amounts are not reduced to reflect elections to defer fees under the Director Deferred Compensation Plan. |

  32. 2025 Non-Employee Director Compensation

    | (2) The amounts in the “Stock Awards” column reflect the grant date fair value of stock-settled RSU awards made in 2025 as determined under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. On May 6, 2025, each non-employee director was awarded 1,071 RSUs with a grant date fair market value of $205.36 per share based on the closing price of our common stock on the award date. For a discussion on RSU grant date fair value, refer to Note 14 of the consolidated financial statements in our 2025 Annual Report on Form 10-K. |

  33. 2025 Non-Employee Director Compensation

    RSUs are granted on the date of our Annual Meeting and fully vest on the date of the next Annual Meeting so long as a director remains on the Board as of that date. Generally, all unvested grants of equity forfeit upon termination. However, if a director retires during the calendar year that he or she reaches our mandatory retirement age, the award will vest on a monthly basis through retirement. Stock-settled RSUs are distributed upon vesting, unless a director elects to defer the award under the Director Deferred Compensation Plan. In 2025, all directors elected to defer their awards with the exception of Mr. Buthman, Ms. Haugen, Mr. Hofmann, Ms. Joseph and Dr. Lockhart. All awards are distributed as shares of common stock, as described below. When dividends are paid on common stock, additional deferred stock units are credited to each director’s deferred stock account as if those dividends were used to purchase additional shares. As of December 31, 2025, each of the non-employee directors held 1,071 unvested RSUs from their 2025 stock award grants.

  34. 2025 Non-Employee Director Compensation

    | (3) The amounts in the “All Other Compensation” column include charitable donations of $10,000 made by the Company at the request of Mr. Buthman, Mr. Feehery, Ms. Haugen, Mr. Hofmann, Ms. Joseph, Dr. Lai-Goldman, Dr. Lockhart and Mr. Michels. The column also reflects the Company’s foundation’s matching contributions of $1,000 for charitable donations made by each of Mr. Hofmann and Ms. Haugen. |

  35. Corporate Governance

    Corporate Governance Our corporate governance framework is designed to promote responsible oversight, transparent decision-making and sustained long-term value creation for our shareholders. Guided by its commitment to integrity and accountability, as well as its fiduciary duty to act in the best interests of the Company and its shareholders, our Board provides independent leadership and rigorous oversight of Management’s strategy, risk management and performance. We regularly review and enhance our corporate governance policies and practices to ensure alignment with evolving best practices, regulatory requirements and stakeholder expectations. The following section outlines our corporate governance structure and the key policies and practices that support our culture of sound governance and operational excellence. Board Leadership Structure The Board’s current leadership structure comprises a Chair and a Lead Independent Director. Our Chief Executive Officer, Eric M. Green, has served as Chair since May 2022. The Board elects a Chair on an annual basis. Under our Bylaws and Corporate Governance Principles, the independent directors will also elect a Lead Independent Director if the individual elected as Chair is not an independent director or when the independent directors determine that it is in the best interests of the Company. In April 2025, the Board elected Robert Friel to serve as Lead Independent Director, succeeding Mr. Paolo Pucci. The responsibilities of the Chair and Lead Independent Director roles are set forth in our Bylaws and Corporate Governance Principles and are summarized below.

  36. Corporate Governance

    | Eric M. Green Elected in May 2022 Director since 2015 | Robert F. Friel Elected in April 2025 Director since 2020 | | Chair of the Board of Directors | Lead Independent Director | | Responsibilities: ● Preside at all shareholder meetings ● Chair all Board meetings ● Reports to the Board and shareholders ● Ensure that all orders and actions of the Board and its Committees are implemented ● Perform all duties which may be required by law and such other duties as are specified from time to time by the Board ● Consult with the Lead Independent Director on Board agendas and schedules ● Closely collaborate with the Lead Independent Director | Responsibilities: ● Serve as principal liaison between the Chair and the independent directors ● Preside at all sessions of the independent directors or whenever the Chair is not present ● Call meetings of and set agendas for the independent directors whenever he or she deems appropriate ● Review and approve agendas and schedules for each Board meeting in consultation with the Chair ● Review and approve Board meeting minutes ● Act as the lead for Board discussion of any subject where the CEO would not, in the judgment of the Lead Independent Director, be the appropriate person to chair such discussion ● Communicate the results of the annual CEO performance evaluation to the CEO ● Participate in shareholder engagement as requested ● Perform such other duties as the Board may from time-to-time delegate to assist the Board in fulfilling its responsibilities |

  37. Corporate Governance

    Under our Bylaws and Corporate Governance Principles, the Board has the flexibility to change its leadership structure if it determines that doing so is advisable and in the best interests of the Company. As part of the annual Board and Committee evaluation process led by our NCGC, the Board assesses its leadership structure. It evaluates the effectiveness of the current structure relative to the Company’s current operating and governance environment, peer company leadership structures and shareholder feedback. The Board conducted this assessment at its February 2026 meeting. It determined that the current Board leadership structure best served the interests of the Company and its shareholders at this time. The Board considered a variety of factors in making this determination, including that the current Board structure (as well as the individuals currently serving as Chair and Lead Independent Director) promoted efficient decision-making, strong oversight and an open, constructive dialogue not only among all members of the Board but also between Management and the Board. The Board agreed that, relative to the Company’s current operating and governance environment, the current Board leadership structure represents a balanced approach that ensures strong, effective oversight. The Board noted that it significantly benefited not only from Mr. Green’s deep company and industry knowledge in setting the Board agenda and priorities for West’s long-term success, but also Mr. Friel’s dedication to maintaining robust independence in close collaboration with Mr. Green and the remaining independent directors. As Lead Independent Director, Mr. Friel held regular executive sessions of only independent directors to review, among other items, the Company’s strategy risk and Management’s operating plans, as well as the criteria by which our CEO and other senior executives are measured and Management’s performance against such criteria. Our board leadership structure is strengthened by such executive sessions and our highly engaged independent directors who lead and comprise each of the Board’s Committees. Our Board will continue to act in the best interests of West and its shareholders when evaluating and determining its leadership structure moving forward. Director Independence Our Board has adopted a formal set of categorical Independence Standards. The Independence Standards satisfy the independence requirements of the New York Stock Exchange (“NYSE”) corporate governance listing standards. Under the Independence Standards, a director must have no material relationship with us other than as a director. The Independence Standards specify the criteria for determining director independence, including strict guidelines for directors and their immediate families regarding employment or affiliation with us, Management and affiliates. The full text of the Independence Standards may be found under the “Investors—Corporate Governance” section on our website at www.westpharma.com. On an annual basis, the NCGC and the Lead Independent Director review the Independence Standards as well as the independence of each non-employee director thereunder. This review was completed in February 2026. Pursuant to the NCGC’s recommendation, the Board affirmed the Independence Standards and the independence of each non-employee director thereunder, as shown by name in the “Proxy Summary – Our Director Nominees” section of this Proxy Statement. Board Attendance Our Board is committed to ensuring that directors attend meetings and that the Board and its Committees devote the appropriate amount of time to the effective oversight of the Company and its Management. Our full Board met 10 times in 2025. All of the Directors attended at least 92% of the combined Board and Committee meetings in 2025. All directors attended the 2025 Annual Meeting and all continuing directors are expected to attend the 2026 Annual Meeting. As part of the annual performance review process, the Board assesses the time commitments for our Board against the time commitments of each member’s outside positions to ensure each director has ample time to devote to their duties as a director of the Company. Our Corporate Governance Principles institute certain outside board service limitations, which remain subject to the Board’s discretion. For example, no director should sit on more than four other public-company boards and no member of the Board’s Audit Committee may sit on more than three audit committees of publicly-traded companies. The Corporate Governance Principles also call for NCGC’s review of a director’s request to serve on the board of another for-profit entity. The members of the Board are committed to dedicating the appropriate amount of time to meet their fiduciary obligations to the Company and its shareholders Committees The Board currently has three standing committees: Audit, Compensation and Nominating & Corporate Governance.

  38. Corporate Governance

    | Audit | Compensation | Nominating & Corporate Governance |

  39. Corporate Governance

    As part of its annual Board and Committee evaluation in April 2025, and in the interest of simplifying its structure, the Board determined that the responsibilities of the Finance Committee and the Innovation and Technology Committee should be carried out by the full Board, with those committees meeting on an ad hoc basis as needs warrant. Previously, the Finance Committee supported the Board in overseeing financial matters and investments and in reviewing the Company’s capital structure. The Innovation and Technology Committee had advised the Board on the Company’s product, service, and technology portfolio and its implications for the Company’s growth, performance, and competitive position. Each of these committees met once in 2025 before their responsibilities were integrated into the Board’s broader oversight in April 2025, with the understanding that going forward such committees would meet on an ad hoc basis if needed. The composition of each standing committee is set forth below. Each committee is fully comprised of independent directors and led by an independent chair. Our Board Chair attends all Board meetings and attends virtually all committee meetings unless there is a scheduling conflict or the meeting concerns matters for which he should be excused, such as his compensation as CEO. From time to time, the Board may form other ad hoc committees to address specific situations as they arise. Each standing committee has a written charter outlining its purpose, composition, procedures and responsibilities, among other things. The committee charters can be found on the “Investors—Corporate Governance” section of our website at www.westpharma.com, or you may also request a copy from our Corporate Secretary. Below is detailed information about each committee’s composition and key responsibilities.

  40. Corporate Governance

    | AUDIT COMMITTEE | | | Number of Meetings in 2025: 6 | | | William F. Feehery | Janet B. Haugen (Chair since April 2026) | Myla P. Lai-Goldman | Douglas A. Michels | Paolo Pucci | | Key Responsibilities The Audit Committee assists our Board in its oversight of: · the integrity of our financial statements by reviewing and discussing them with Management and the independent registered public accounting firm on a quarterly basis; · the independence, qualifications and retention of our independent registered public accounting firm; · the performance of our internal audit function and independent registered public accounting firm; · our compliance with legal and regulatory requirements; · the Company’s system of disclosure controls and procedures over financial reporting; and · the Company’s cybersecurity programs and risks. The Audit Committee met six times in 2025. Mr. Thomas W. Hofmann served as Chair of the Audit Committee until April 2026, at which point Ms. Haugen became Chair of the Committee in anticipation of Mr. Hofmann’s retirement from the Board in accordance with our Board Tenure Policy. Qualifications The Board has affirmatively determined that Ms. Haugen is an “Audit Committee Financial Expert” as defined in SEC regulations. Past Audit Committee members Mr. Buthman and Mr. Friel also remain qualified as Audit Committee Financial Experts. All members of the Audit Committee are independent as defined under the NYSE listing standards and the Company’s governing documents. | | | | |

  41. Corporate Governance

    | April 2025) | | Buthman | | | COMPENSATION COMMITTEE | | | Number of Meetings in 2025: 5 | | Mark A. Buthman | Molly E. Joseph (Chair since April 2025) | Deborah L.V. Keller | Stephen H. Lockhart | | Key Responsibilities The Compensation Committee’s responsibilities include: · co-developing with Management our overall compensation philosophy and strategy; · reviewing and approving our executive compensation programs; · annually reviewing and approving corporate goals and objectives relevant to our CEO’s compensation and measuring our CEO’s performance against such goals and objectives in order to make a recommendation to the Board; · reviewing and approving the compensation of our executive officers; and · overseeing our cash and equity-based incentive compensation plans. The Compensation Committee met five times in 2025. Qualifications Additional information about the roles and responsibilities of the Compensation Committee can be found under the “Compensation Discussion and Analysis” section of this Proxy Statement. All members of the Compensation Committee are independent as defined under the NYSE listing standards and the Company’s governing documents. | | | | | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | | | Number of Meetings in 2025: 5 | | Robert F. Friel | Molly E. Joseph | Deborah L. V. Keller (Chair since April 2024) | Douglas A. Michels | | Key Responsibilities The Nominating and Corporate Governance Committee assists our Board by: · identifying qualified individuals to serve as directors; · recommending nominees for director and officer positions; · determining the appropriate size and composition of our Board and its committees; · overseeing the Board and committee evaluation process; · reviewing related-party transactions and considering matters of corporate governance; · monitoring and overseeing the Company’s efforts related to corporate sustainability matters; and · reviewing the compensation for non-employee directors and administering director equity-based compensation plans. The Nominating and Corporate Governance Committee met five times in 2025. Qualifications All members of the Nominating and Corporate Governance Committee are independent as defined under the NYSE listing standards and the Company’s governing documents. | | | |

  42. Corporate Governance

    Board and Committee Evaluation Process Every year during executive sessions, directors complete an annual evaluation designed to assess the effectiveness of and enhance overall performance of the Board and its Committees. The evaluation includes questions approved by the NCGC addressing, among other things, contributions made to key functions/responsibilities of the Board, effectiveness of the Board’s leadership structure, the relationship with Management, Board dynamics, quality of the materials provided and proposed meeting agenda items. Results are reviewed by the NCGC as well as the full Board. Following such review, actionable feedback is used to inform Board and Committee development and engagement and to refine our governance practices. This recurring evaluation process ensures continuous governance improvement and supports the Board’s commitment to strong, independent oversight. The NCGC assesses the evaluation process annually and adjusts the process as needed. Director Succession Planning

  43. Corporate Governance Principles

    | ● | The Board’s policy on setting director compensation and director share ownership guidelines |

  44. Page Page

    | | How do we compensate our NEOs? | 46 | | | Executive Compensation Elements | 46 | | | Targeted Pay Mix | 47 | | | Base Salary | 47 | | | Annual Incentive Compensation | 47 | | | Long-Term Incentive Compensation | 50 | | | 2025 Compensation Decisions Other Compensation Practices | 53 53 | | | How do we manage risks related to our compensation program? | 55 | | | Executive Officer Share Ownership Guidelines | 55 | | | Realizable Pay Analysis | 56 | | | Policy on Hedging and Pledging | 56 | | | Annual Equity Award Grants | 56 | | | Clawback Policy | 56 | | | Impact of Tax and Accounting Treatment | 56 |

  45. Page Page

    | ● | No increases in base salary, target annual bonus or equity grant values for NEOs in 2025 |

  46. Page Page

    | ● | 2025 Annual Incentive Plan (“AIP”) payout of 100% for Mr. Green and 153% for the other active NEOs |

  47. Page Page

    | ● | 2023-2025 Performance Share Unit (“PSU”) payout: 41% |

  48. Page Page

    | ● | Aligning the interests of West’s leaders with those of our investors by varying compensation based on both short-term and long-term business results and delivering a large portion of the total pay opportunity in West stock that aligns with the direct experience of our shareholders. All NEOs have a minimum of 66% of at-risk compensation tied to business performance |

  49. Important Facts About Our Incentive Targets

    | ● | Alignment with our Growth Strategy: Supporting profitable growth while generating significant cash from operations, and driving long-term value creation for our customers, team members, investors and shareholders |

  50. Important Facts About Our Incentive Targets

    | ● | Currency Neutral: Measuring consolidated net sales for AIP purposes independent of currency fluctuations, encouraging decisions that drive sustainable long-term growth |

  51. Important Facts About Our Incentive Targets

    | ● | Limited AIP Metric Adjustments: Making certain minimal adjustments to the metrics used for AIP to reflect, among other things, changes in accounting standards and tax regulations, as more fully described on page 48 and in Annex A of this Proxy Statement |

  52. Important Facts About Our Incentive Targets

    | | | | WHAT WE DO | WHAT WE DO NOT DO | | Target Total Direct Compensation at the 50th percentile of our comparator group companies Provide major portion of compensation through performance-based incentives Monitor and model executive pay programs through realizable pay-for-performance analyses and tally sheets Incorporate in our CIC agreements a “double-trigger” feature requiring termination of employment to receive benefits Require executive officers to meet West stock ownership guidelines within 5-year period; if not met, ongoing compliance requirements are imposed until ownership guidelines are met Maintain robust compensation recovery (clawback) policies triggered by financial restatement or executive misconduct Engage with an independent consultant to review compensation programs and decisions | No hedging, pledging or engaging in any derivatives trading with respect to our common stock No repricing or exchange of awards without shareholder approval No individual severance agreements for executive officers other than CEO No tax gross-ups related to change in control No guaranteed incentive payouts No single trigger accelerated vesting of equity awards for executive officers upon a change in control No above market returns on deferred compensation plans |

  53. Important Facts About Our Incentive Targets

    | ● | Provided competitive market data for the compensation of the executive officer group and provided input to the Committee regarding officer pay recommendations (including the CEO) |

  54. Important Facts About Our Incentive Targets

    | ● | Assessed incentive plan performance difficulty of achievement and provided related context regarding performance metric selection |

  55. Important Facts About Our Incentive Targets

    | ● | Conducted an in-depth review of the Company’s comparator groups |

  56. Important Facts About Our Incentive Targets

    | ● | Competitive benchmark analysis, and other relevant information |

  57. Important Facts About Our Incentive Targets

    External Benchmarking In support of our compensation philosophy, we reference a range of compensation values of two compensation comparator groups, which we refer to as the “Business Segment Group” and the “Broad Talent Market Group.” Data from both the Business Segment Group (which generally is applicable to the CEO and CFO) and Broad Talent Market Group (applicable to all executive officers) are used holistically to determine competitive pay practices for our CEO and executive officers. While median data are the primary reference used in setting compensation opportunities, the full range of compensation values are considered based on individual role and incumbent circumstances. The Business Segment Group is composed of public companies with operational and customer characteristics similar to our own business operations. These companies are initially identified by Pay Governance and subsequently approved by the Committee with input from Management based on the following criteria: (1) size (approximately one-half to two times our annual sales); (2) industry (healthcare equipment/supplies, industrial manufacturing and life sciences tools/services); and (3) operating structure such as:

  58. Important Facts About Our Incentive Targets

    The Broad Talent Market Group is a larger and broader sampling of size-appropriate companies that participate in the WTW (formerly Willis Towers Watson) annual executive compensation database. Unlike the Business Segment Group, the Committee does not select individual members of the Broad Talent Market Group. Companies within the Broad Talent Market Group operate in industries that are similar, but not identical to our own industry. Industries included are Pharmaceuticals and Life Sciences; Healthcare; Natural Resources; and Technology and Media. Given our size and business portfolio, it is challenging to identify a robust sample of appropriate market compensation peers that fit conventional criteria. Therefore, we believe that using a balance of business and talent market references that reflect companies with which we compete for business and capital, and more broadly, those with which we compete for talent, provides the Committee with decision-quality data and context, and reasonably represents our labor market for executive talent. The Committee believes it is good governance to annually review our two compensation comparator group approach to ensure the comparator sets remain appropriate and to adjust based on: (1) our enterprise strategy; (2) the markets in which we compete for business, including emerging or more technical markets; (3) the areas in which we compete for talent, business and capital; and (4) our size and organizational complexity. The last significant update to our comparator groups occurred in 2022. The chart below lists each company included in the 2025 Business Segment Group.

  59. Important Facts About Our Incentive Targets

    | ● | An analysis of West’s operating performance and relative total shareholder return (“TSR”) over a multi-year period, a competitive benchmark analysis and other relevant information is submitted to the independent directors. |

  60. Important Facts About Our Incentive Targets

    | | Element | Form | Key Features | | FIXED | Base Salary | Cash | ● Market-competitive compensation to attract and retain executives by providing a fixed level of cash compensation tied to experience, skills and capability relative to the market | | AT-RISK | Annual Incentive Compensation (AIP) | Cash | ● Variable cash compensation designed to reward achieving financial targets for each year ● Based on achievement of key business metrics: Consolidated Net Sales, EPS, and OCF ● Award payouts can range from 0% to 200% | | | Long-term Incentive Compensation (LTI) (100% Equity) | | ● Annual LTI equity grants are based on market-competitive positioning and vary based on individual talent factors ● Designed to motivate executives, reward potential to drive long-term growth, and align the interests of team members with those of long-term shareholders ● Include DEUs for vested PSUs and Restricted Stock Units (“RSUs”), but not for options | | | | Performance Stock Units (PSUs) | ● Represent 50% of annual LTI opportunity and are earned over a three-year performance period ● 3-year performance of sales CAGR and ROIC; payout range from 0% to 200% of target award | | | | Restricted Stock Units (RSUs) | ● Represent 25% of annual LTI opportunity, vesting annually over four years | | | | Stock Options | ● Represent 25% of annual LTI opportunity, vesting annually over four years ● Option exercise price must be equal to (or exceed) the closing price on the grant date | | BENEFITS | Retirement | 401(k) Plan | ● Qualified 401(k) plan that provides compensation deferral opportunity, Company match (up to 4% of pay), and an annual non-elective Company contribution (3% of pay), all subject to IRS limits | | | | Deferred Compensation Plan | ● Extends, on a nonqualified basis, the 401(k) plan deferrals and non-elective contributions, all in excess of IRS limits | | | Other Compensation | Perquisites and Other Benefits | ● See “Other Compensation Practices” on page 53 |

  61. Target Setting

    | ● | Performance levels necessary to achieve our long-term goals for top- and bottom-line growth and deliver performance consistent with our external guidance to shareholders |

  62. Target Setting

    | ● | Benchmarking our metrics, program designs and business results against those of companies within our Business Segment Group and anticipating industry trends |

  63. Target Setting

    | Annual Incentive Plan Metrics | Weighting | Description | | Earnings per Share | | Comprehensive measure of income, emphasizing profitable growth and expense control | | Consolidated Net Sales | | Clear line of sight target for the Executive Leadership Team, focusing on value creation through sales growth | | Operating Cash Flow | | Emphasis on short-term cash generation to fund operations, research and capital projects |

  64. Target Awards

    | Base Salary | | AIP Target Award Percentage | | Company Performance Factor | | Individual Performance Factor | | AIP Payout | | | | Established by Committee for each Individual | | Measured by Metric | | Established by Committee for each Individual | | All events capped at 200% payout |

  65. Target Awards

    | | Achievement % | | | | | | | Payout Factor | Consolidated Net Sales | | Earnings Per Share | | Operating Cash Flow | | | 0% | <92.0 | | <93.8 | | <93.0 | | | 50% | 92.0 | | 93.8 | | 93.0 | | | 100% | 100.0 | | 100.0 | | 100.0 | | | 150% | 105.0 | | 107.5 | | 110.0 | | | 200% | 108.0 | %+ | 115.0 | %+ | 120.0 | %+ |

  66. 2025 Annual Incentive Payouts

    2025 Annual Incentive Payouts All of our NEOs participate in the Corporate metrics AIP. Annual incentives paid in 2026 based on 2025 business results for each metric for our NEOs are shown below:

  67. 2025 Annual Incentive Payouts

    | | | | Target | Actual | | % | | Plan | Metric | Weighting | (100%) | Performance | Achieved | Payout | | | Consolidated Net Sales | 30% | $2,896.40 | $2,898.50 | 100.1% | 101.0% | | Corporate | EPS | 50% | $6.20(1) | $7.23 | 118.9% | 200.0% | | | Operating Cash Flow | 20% | $655.10 | $762.60 | 116.4% | 182.0% | | Company Performance Factor | | | | | | 166.7% |

  68. 2025 Annual Incentive Payouts

    | (1) As described in the Target Setting section above, the Committee approved a higher EPS target of $6.20 for the NEOs, representing the top end of West’s 2025 EPS guidance range. |

  69. 2025 Annual Incentive Payouts

    While 2025 was a successful year, the Compensation Committee exercised discretion in determining the final AIP payouts for fiscal year 2025 for the NEOs and Executive Leadership Team. Following its review, and at the recommendation of the CEO, the Committee applied a discretionary downward adjustment, resulting in a final AIP payout of 100% of target for the CEO and 153% for the other active NEOs and Executive Leadership team. Although the formulaic calculation would have yielded a payout of 166.7% of target, the Committee determined that this outcome did not appropriately reflect the Company’s overall performance for the year. In making its determination, the Committee considered shareholder returns, whether there had been year-over-year growth, and the importance of maintaining appropriate rigor within the incentive program. After weighing these factors, the Committee concluded that a reduced payout more appropriately aligned executive compensation with overall performance and long-term shareholder value creation. Individual AIP payout amounts for each NEO are discussed in further detail under “2025 Compensation Decisions” below. Long-Term Incentive Compensation The Committee considers LTI compensation a vital element of our executives’ total direct compensation and the primary vehicle for linking pay outcomes to sustainable Company performance and shareholder value creation. The program is designed to balance performance and retention objectives by rewarding results over multi-year periods and reinforcing leadership accountability for long-term success. Beginning in 2025, the Committee adjusted the LTI award mix from 50% PSUs and 50% stock options to a new allocation of 50% PSUs, 25% stock options and 25% RSUs. This change was made to better align our program with prevailing market practices, enhance competitiveness with our peer group and meet employee expectations.

  70. LTI Awards

    LTI Awards All LTI opportunities for our executives, including the NEOs, are delivered entirely in equity-based form. The Committee believes that a mix of both performance- and time-based equity promotes alignment with shareholders and supports retention of key talent. For 2025, the Committee approved an annual LTI vehicle mix of 50% PSUs, 25% RSUs and 25% stock options. This structure reflects typical market practice and strengthens the connection between executive pay and Company performance. Each NEO’s LTI grant value is determined based on peer-group market data targeted around the market median in addition to other factors such as role scope, individual performance, impact, and retention considerations. Further details regarding each NEO’s 2025 LTI awards are included under “2025 Compensation Decisions” below.

  71. Award Determination Methodology

    Award Determination Methodology In 2025, the Committee adopted a new methodology for determining the number of PSUs, RSUs, and stock options granted. The enhancement mitigates the effects of short-term stock price fluctuations and manages share utilization under the Omnibus Incentive Compensation Plan approved by shareholders. Under this approach, award calculations are based on the 20-day average closing price of West common stock ending the trading day before the grant date. For the 2025 annual grants made on February 18, 2025, the average price was $323.46 per share.

  72. Award Determination Methodology

    | ● | The number of PSUs (at target) and RSUs was calculated by dividing each executive’s approved LTI PSU and RSU values by $323.46. |

  73. Award Determination Methodology

    | ● | The number of stock options was determined by dividing each executive’s approved LTI stock option value by a dollar value determined using the Black-Scholes valuation model, as described in footnote 5 under “2025 Summary Compensation” in the “Compensation Tables” section. |

  74. Award Determination Methodology

    Additional details on valuation methods are provided in Note 14 of our 2025 Annual Report on Form 10-K. Because of U.S. GAAP accounting rules, the grant date fair values shown under “2025 Summary Compensation” in the “Compensation Tables” section differ from the internal target values described above. As newly hired executives, Messrs. McMahon and Campbell received their initial equity grants after the annual grant date. Their PSU, RSU, and stock option values were determined using the stock price and valuation assumptions in effect on their respective grant dates, as detailed in the section below and under “2025 Summary Compensation” in the “Compensation Tables” section.

  75. Performance Stock Units

    Performance Stock Units PSUs represent the largest component of our executives’ annual long-term incentive awards and serve as the primary performance-based element of our compensation program. PSUs are designed to align the value of executive compensation with shareholder returns by linking realized value to West’s multi-year financial and share price performance. Each award covers a three-year performance period and is earned based on results against pre-established financial goals approved by the Committee.

  76. Target Setting for 2025–2027 PSU Awards

    Target Setting for 2025–2027 PSU Awards At the beginning of each three-year performance cycle, the Committee establishes PSU performance targets based on West’s strategic plan, Board-approved budget, and the industry and market environment expected over the period. The 2025–2027 targets reflect West’s long-term financial outlook and are designed to drive sustained growth and efficient capital deployment. Performance is assessed at the end of the three-year period using two equally weighted financial measures: Sales Compounded Annual Growth Rate (“CAGR”) and Return on Invested Capital (“ROIC”). These measures are weighted equally because both top-line growth and capital efficiency are essential to long-term shareholder value creation.

  77. Target Setting for 2025–2027 PSU Awards

    | 2025—27 PSU Performance Period Targets | | | | | | | Metric | Description | Weighting | Threshold | Target | Maximum | | Sales Compounded Annual Growth Rate (CAGR) | Objective measure of net sales growth | | 4.98% | 7.11% | 10.67% | | Return on Invested Capital (ROIC) | Drives efficient and disciplined deployment of capital | | 9.77% | 13.95% | 20.93% |

  78. Target Setting for 2025–2027 PSU Awards

    The number of PSUs earned is determined based on actual performance relative to these targets. Each award specifies a target number of shares that may be earned for achieving performance at 100% of target. Final payouts are determined by applying the payout factor achieved for each metric to the target number of PSUs, adjusted for weighting.

  79. Target Setting for 2025–2027 PSU Awards

    | Target PSUs | | Payout Factor | | Number of Shares Earned | | (i.e., number of shares to be earned if performance equals 100% target) | | (based on achievement against CAGR and ROIC targets) | | |

  80. PSU Payout Scale

    PSU Payout Scale At the conclusion of the performance period, the Committee reviews actual results and certifies achievement relative to pre-established goals. Final payouts may range from 0% to 200% of target based on performance, as shown in the table below. The Committee retains discretion to adjust outcomes under exceptional circumstances to ensure pay outcomes appropriately reflect underlying performance and shareholder experience.

  81. PSU Payout Scale

    | Performance Achievement (% of Target) | Payout Factor | | <70% | 0% | | 70% | 50% | | 85% | 75% | | 100% | 100% | | 110% | 120% | | 125% | 150% | | ≥150% | 200% |

  82. Results for 2023-2025 PSUs

    Results for 2023-2025 PSUs The 2023-2025 PSUs followed a similar design to the 2025-2027 PSUs, with performance based on equally weighted sales CAGR and ROIC goals, as follows:

  83. Results for 2023-2025 PSUs

    | 2023—2025 PSU Performance Period Targets | | | | | Metric | Threshold | Target | Maximum | | Sales CAGR | 6.10% | 8.72% | 13.08% | | ROIC | 12.75% | 18.21% | 27.32% |

  84. Results for 2023-2025 PSUs

    The sales CAGR for this period achieved 1.43% versus the 8.72% target, which was below threshold resulting in a 0.0% payout factor for this metric. Our ROIC for this period achieved 16.32% versus the target of 18.21%, which was between threshold and target resulting in a 82.69% payout factor for this metric. As a result of this performance, the 2023-2025 PSUs paid out at 41.35% of target. The NEOs who received PSU grants in 2023 and therefore received this payout were Mr. Green, Ms. Favorite, Ms. MacKay, and Mr. Birkett. 2025 Compensation Decisions

  85. Results for 2023-2025 PSUs

    | 2025 NEO Compensation Decisions(1) | | | | | | | | | | | | | | | Salary | | | AIP | | | | | | LTI | | | | | | | | | Percentage | | 2025 | | 2025 | 2025 | 2025 | Total | | | | Change | | | Point Change | | Target | | Payout | Annual LTI | Annual LTI | Direct | | | 2024 | from | 2025 | Target | from | | Amount(2) | Payout (3) | Amount(4) | Grant(5) | GDFV(5) | Compensation(6) | | | ($) | Prior Year | ($) | | Prior Year | | ($) | | ($) | ($) | ($) | ($) | | Eric M. Green | 1,177,290 | —% | 1,177,290 | 125% | — | | 1,471,613 | 100.0% | 1,471,613 | 6,800,000 | 4,436,009 | 9,448,903 | | Robert W. McMahon | N/A | N/A | 800,000 | 80% | N/A | | 640,000 | 153.4% | 403,368 | 3,000,000 | 3,045,727 | 4,440,000 | | Shane A. Campbell | N/A | N/A | 600,000 | 75% | N/A | | 450,000 | 153.4% | 455,680 | 1,000,000 | 1,038,165 | 2,050,000 | | Annette F. Favorite | 450,000 | —% | 450,000 | 65% | — | | 292,500 | 153.4% | 448,590 | 700,000 | 457,066 | 1,442,500 | | Kimberly B. MacKay | 487,000 | —% | 487,000 | 65% | 5 | pts | 316,550 | 100.0% | 316,550 | 650,000 | 424,255 | 1,453,550 | | Bernard J. Birkett | 721,000 | —% | 721,000 | 75% | — | | 540,750 | — | — | 2,250,000 | 1,468,155 | 3,511,750 |

  86. Results for 2023-2025 PSUs

    | (1) This table shows base salary rates, AIP, and LTI, and does not include any new hire, retention or other one-time cash or equity awards. |

  87. Results for 2023-2025 PSUs

    | (2) This column shows full-year target AIP amounts before pro-rating for new hires. |

  88. Results for 2023-2025 PSUs

    | (3) Ms. MacKay’s AIP payout was capped at 100% given her employment ended on December 31, 2025. For Messrs. McMahon and Campbell, AIP payouts were pro-rated based on their mid-year start dates. |

  89. Results for 2023-2025 PSUs

    | (4) While AIP generally includes adjustments for individual performance, no such adjustments applied for 2025. |

  90. Results for 2023-2025 PSUs

    | (5) All annual LTI awards were granted in the form of 50% PSUs, 25% RSUs, and 25% stock options. In accordance with the new award determination methodology described above, the annual LTI awards granted on February 18, 2025 used the 20-day average closing price of $323.46, as opposed to the grant date’s closing price of $211.00, in order to determine the number of units or options. The significant change in the Company’s share price between January 29, 2025 and February 17, 2025 caused each LTI award’s grant date fair value (“GDFV”) to be 35% lower than the communicated target value, as displayed in the 2025 Annual LTI Grant column above. Mr. McMahon’s and Mr. Campbell’s grants were issued in May and August, respectively, based on when they joined West; since the closing price on the date of grant and 20-day average price were similar, the GDFV and their communicated target value were also similar. |

  91. Results for 2023-2025 PSUs

    | (6) Total Direct Compensation includes annual base salary, AIP 2025 Target Amount, and 2025 Annual LTI Grant (communicated target value). The annual base salary and AIP 2025 Target Amounts are shown at their full-year values, before pro-rating for new hires. |

  92. Results for 2023-2025 PSUs

    Other Compensation Practices In addition to the primary elements of our executive compensation program—base salary, annual incentive compensation, and long-term incentive compensation—the Company provides a limited number of additional compensation and benefit programs to support retirement readiness, competitive market alignment, and leadership continuity. These arrangements are consistent with those offered to other salaried team members and are designed to attract, retain, and appropriately reward key executives while safeguarding shareholder interests.

  93. Severance Plan Arrangements

    Severance Plan Arrangements West provides severance benefits to its executives under specific termination scenarios, as described in the “Estimated Payments Following Termination” and “Payments on Termination in Connection with a Change-in-Control” sections of this Proxy Statement. Effective January 1, 2021, the Committee approved inclusion of officers in the Company’s U.S.-based severance plan, aligning with prevailing market practices. The plan applies to all officers except Mr. Green, who is subject to a separate agreement negotiated upon hire. Under the plan, severance benefits for eligible officers include:

  94. Severance Plan Arrangements

    | ● | One year of base salary and continued health benefits at active participant rates, provided the officer has at least one year of service |

  95. Severance Plan Arrangements

    | ● | Job transition assistance for all eligible participants |

  96. Severance Plan Arrangements

    To receive severance benefits, participants must sign a release of claims and agree to applicable restrictive covenants, including non-disparagement and cooperation obligations.

  97. Executive Change-in-Control Severance Pay Plan

    Executive Change-in-Control Severance Pay Plan West’s Executive Change-in-Control (CIC) Severance Pay Plan provides compensation to executives in the event of a qualifying termination in connection with a change in control. The plan covers all NEOs except Mr. Green, whose severance terms are governed by his employment agreement. The plan provisions are designed to maintain executive objectivity during potential corporate transactions by mitigating personal uncertainty and ensuring alignment with shareholder interests. CIC benefits are only payable upon a qualifying termination (“double-trigger”) and do not include excise tax gross-ups. The plan also includes an automatic cutback so that, if necessary, payments are reduced to maximize the executive’s after-tax position under Section 280G of the Internal Revenue Code. Mr. Green’s employment agreement provides severance and change-in-control protections consistent with West’s overall program but reflects terms tailored to the Company’s recruitment and retention objectives for the CEO role, as well as negotiated provisions related to release, cooperation, and non-disparagement obligations. Detailed terms of these plans and agreements are included in the “Compensation Tables” section of this Proxy Statement.

  98. New Hire and Retention Awards

    New Hire and Retention Awards From time to time, the Committee may approve one-time cash and/or equity new hire signing and/or retention bonuses for select executives to offset forfeited compensation from a prior employer or to ensure retention through critical transition periods. Such awards may include repayment obligations if specific conditions, such as continued employment, are not met. New hire awards of this nature were provided to Messrs. McMahon and Campbell at the time they were hired in 2025, as detailed below. Mr. McMahon joined West on August 4, 2025 as Senior Vice President & Chief Financial Officer, succeeding Mr. Birkett, who remained with the Company through the end of 2025 to ensure a smooth leadership transition. In consultation with its independent compensation consultant, the Committee approved the following new hire compensation arrangements: annual base salary of $800,000 and annual target bonus opportunity of 80% of base salary, both pro-rated based on his period of employment in 2025; LTI award with a grant date fair value of $3,000,000, allocated 50% in PSUs, 25% in stock options, and 25% in RSUs, the same LTI vehicle mix as our other NEOs in 2025; one-time cash sign-on bonus of $3,115,000 and one-time, sign-on replacement equity grant with a grant date fair value of $4,200,000 (the “Replacement Equity Grant”). The Replacement Equity Grant was consisted of RSUs with a grant date fair value of $3,000,000, stock options with a grant date fair value of $700,000 and PSUs with a grant date fair value of $500,000; both the sign-on cash bonus and the Replacement Equity Grant were intended to partially offset the value of certain near-term cash and equity incentives as well as long-term equity incentive compensation that Mr. McMahon forfeited upon resignation from his prior employer; the cash sign-on bonus is generally subject to a repayment obligation if Mr. McMahon voluntarily resigns or his employment is terminated for cause within two years of his start date. Mr. Campbell joined West on May 5, 2025 as Senior Vice President, Chief Proprietary Segment Officer. In consultation with its independent compensation consultant, the Committee approved the following new hire compensation arrangements: annual base salary of $600,000 and annual target bonus opportunity of 75% of base salary, both pro-rated based on his period of employment in 2025; LTI award with a grant date fair value of $1,000,000, allocated 50% in PSUs, 25% in stock options, and 25% in RSUs, the same LTI vehicle mix as our other NEOs in 2025; one-time cash sign-on bonus of $100,000 intended to offset the value of certain near-term cash incentives that Mr. Campbell forfeited upon resignation from his prior employer. The cash sign-on bonus is generally subject to a repayment obligation if Mr. Campbell voluntarily resigns or his employment is terminated for cause within two years of his start date.

  99. New Hire and Retention Awards

    | | | | WHAT COUNTS | WHAT DOES NOT COUNT | | 100% of West shares owned personally or by members of the immediate family sharing the same household 100% of vested shares of West stock held in a qualified or non-qualified deferred compensation plan 60% of unvested RSUs | Unvested stock options and PSUs Unexercised, vested stock options Restricted bonus stock subject to matching contribution holding requirements |

  100. New Hire and Retention Awards

    Officers who have not met the required ownership level within the Attainment Period must retain 100% of the net shares (after taxes) resulting from any equity award vesting or stock option exercise and will have 50% of their annual bonus paid in stock until the ownership guideline is met. As of the date of this Proxy Statement, the CEO, CFO, and all other NEOs have either satisfied their ownership requirement or remain within the five-year Attainment Period. Realizable Pay Analysis Collaborating with Pay Governance, the Committee reviews pay granted and realizable by the CEO in a retrospective look at pay versus West’s performance. Realizable pay is calculated using actual bonuses earned, end of period stock values and in-the-money value of stock options granted during the year. The analysis affirmed a high correlation between CEO realizable pay and Company performance as measured by total shareholder return, sales CAGR, ROIC and similar financial metrics compared to other members in our Business Segment Group and alignment with our pay-for-performance philosophy. Policy on Hedging and Pledging As noted in the “Corporate Governance” section of this Proxy Statement, directors, officers and team members are prohibited from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, which would allow them to continue to own our common stock, but without the full risks and rewards of ownership. We also prohibit directors, NEOs and other senior team members from engaging in pledging, short sales or other short-position transactions in our common stock. Annual Equity Award Grants Under the Committee’s equity-based awards policy and procedures, equity awards to NEOs are normally made once per year. The Company’s policy on equity grants contains rules on determining (1) the grant date of equity awards and (2) the exercise price of stock options granted by the Committee (which must be at least equal to the closing price of our stock on the grant date). For more information on our policies and practices related to the grant of options close in time to the release of material non-public information, see the section entitled “2025 Option Award Disclosure” below. Clawback Policy All equity compensation is subject to a rigorous incentive compensation recovery (clawback) policy that includes all the requirements of applicable law, plus discretionary recovery in the event of adverse or materially harmful events against the Company. In 2023, the Committee reviewed this policy and expanded it to cover all forms of incentive compensation granted to officers and further expanded upon the events triggering recovery and the applicable procedures because the Committee determined that these measures were important mechanisms to preserve shareholder value and hold recipients of incentive compensation accountable for their actions. As required under SEC and NYSE rules, the clawback policy generally provides for the recoupment of erroneously awarded incentive-based compensation received by executive officers in the three years preceding an accounting restatement. Recoupment is on a no-fault basis, meaning that erroneously awarded incentive-based compensation must be repaid irrespective of whether a particular executive officer engaged in misconduct that led to the need for the accounting restatement. In addition, the clawback policy provides that the Committee may in its sole discretion pursue recoupment of “discretionary covered compensation” from an executive officer if the executive officer competes with the Company or engages in conduct that is materially inimical, contrary, harmful to, or not in the best interests of the Company, or if the executive fails to comply with the material terms and conditions of a “discretionary covered compensation” award (and does not remedy such failure) during prescribed time periods. In addition, even if no financial results are restated, the policy provides that the Committee may in its sole discretion pursue recoupment of “discretionary covered compensation” paid within the prior three years from an executive officer if the executive officer should have received less than the amount calculated due to mathematical errors, fraud, misconduct or gross negligence. “Discretionary covered compensation” includes amounts payable pursuant to an annual, quarterly or similar bonus plan, performance-vesting equity awards and time-vesting equity awards (including RSUs and stock options). Impact of Tax and Accounting Treatment Generally, the accounting and tax treatments of executive compensation have not been a significant factor in the Committee’s decisions regarding the amounts or types of compensation paid. Our programs have been designed to maximize deductibility under applicable tax law unless it conflicts with our compensatory goals. The Committee also considers the impact of changes to accounting regulations and tax law when reviewing compensation elements, including equity and other performance-based awards.

  101. Option Awards FASB ASC Topic 718

    Option Awards FASB ASC Topic 718

  102. Option Awards FASB ASC Topic 718

    | | Aug 11, 2025 | May 12, 2025 | Feb 18, 2025 | Feb 20, 2024 | Feb 21, 2023 | | Expected Life (Years) | 6.7 | 6.6 | 6.4 | 6.0 | 5.7 | | Risk-Free Interest Rate | 4.00% | 4.23% | 4.46% | 4.27% | 4.13% | | Dividend Yield | 0.39% | 0.42% | 0.44% | 0.25% | 0.27% | | Expected Volatility | 34.45% | 34.68% | 37.00% | 32.01% | 29.81% | | Black-Scholes Value | $99.63 | $91.15 | $91.28 | $134.81 | $108.80 | | Recipients (named if outside annual grant cycle) | Mr. McMahon | Mr. Campbell | Annual Grant | Annual Grant | Annual Grant |

  103. Option Awards FASB ASC Topic 718

    For a more detailed discussion of the assumptions used to calculate grant date fair value for our options, refer to Note 14 to the consolidated financial statements included in our 2025 Annual Report on Form 10-K.

  104. Option Awards FASB ASC Topic 718

    | (6) The amounts in the “Non-Equity Incentive Plan Compensation” column are payments earned by the NEOs during the fiscal year under our AIP, in which all NEOs participate. Since Mr. Campbell joined on May 5, 2025, his performance period is pro-rated to reflect May 5, 2025 to December 31, 2025. Since Mr. McMahon joined on August 4, 2025, his performance period is pro-rated to reflect August 4, 2025 to December 31, 2025. AIP awards are paid in cash, except participants may elect to have up to 100% paid in Company common stock on a pre-tax or after-tax basis. |

  105. Option Awards FASB ASC Topic 718

    | (7) These amounts are an estimate of the increase in actuarial present value of each of our NEO’s age 65 accrued benefit under our Supplemental Executive Retirement Plan. Amounts are payable only when a participant’s employment terminates and may be reduced if benefits are commenced prior to age 65. Assumptions underlying the estimates are described under the 2025 Pension Benefits Table. |

  106. Option Awards FASB ASC Topic 718

    | (8) The amounts in the “All Other Compensation” column consist of: (1) for all NEOs, the total of the Company matching contributions made in 2025, 2024, and 2023 on cash deferrals to the Employee Deferred Compensation Plan and 401(k) plan and any non-elective contributions made on behalf of participating team members (to the extent these amounts exceed the applicable IRS limits, they are also reflected in the 2025 Nonqualified Deferred Compensation Plan Table); (2) For 2023, amounts in this column include Company-paid life insurance premiums; such amounts are not included for 2024 and 2025 because Company-paid life insurance premiums are available to all employees and do not discriminate in favor of executive officers; (3) Amounts for Mr. McMahon represent the standard relocation benefits and tax reimbursements he received in 2025 to facilitate his relocation to the Exton, Pennsylvania area; and (4) Amounts may also reflect payments to cover taxes related to certain non-cash benefits. Detailed amounts for the 2025 All Other Compensation are reflected in the supplemental table below: |

  107. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  108. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on | on Exercise | Acquired on | on Vesting | | Name | Exercise (#) | ($)(1) | Vesting (#)(2) | ($)(3) | | Eric M. Green | — | — | 2,461 | 519,269 | | Robert W. McMahon | — | — | — | — | | Shane A. Campbell | — | — | — | — | | Annette F. Favorite | — | — | 246 | 51,940 | | Kimberly B. MacKay | — | — | 246 | 51,940 | | Bernard J. Birkett | — | — | 904 | 190,814 |

  109. 2025 Option Exercises and Stock Vested

    | (1) No options were exercised by our NEOs in 2025. |

  110. 2025 Option Exercises and Stock Vested

    | (2) This column includes PSUs that were awarded in 2022, earned in 2024 and paid in 2025. The total includes additional shares awarded pursuant to DEUs, which are credited on unvested PSUs over the three-year vesting period at a rate that assumes the participant will earn the target award. For PSUs, at the time of the payout, the credited DEUs are then increased or decreased based on the payout factor earned for the applicable three-year performance period. Because the payout factor earned for the 2022-24 performance period was 30.06%, the number of DEUs accrued over that period was multiplied by 30.06%. |

  111. 2025 Option Exercises and Stock Vested

    | (3) The value of the PSUs was determined by multiplying the number of vested units by $211.00, the fair market value of our common stock on the payout date, February 18, 2025. |

  112. 2025 Option Exercises and Stock Vested

    2025 Pension Benefits

  113. 2025 SERP Pension Benefits

    2025 SERP Pension Benefits The following table shows the present value of accumulated pension benefits that Mr. Green and Ms. Favorite are eligible to receive under the SERP. As noted above, the Qualified Retirement Plan was terminated. All other NEOs are not eligible for and did not accrue benefits under either plan. Actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age, future-credited years of service, form of payment election, applicable interest rates and regulatory changes.

  114. 2025 SERP Pension Benefits

    | | | Number of Years | Present Value of | Payments | | | | Credited | Accumulated | During Last | | Name | Plan Name | Service (#)(1) | Benefit ($)(2) | Fiscal Year ($) | | Eric M. Green | SERP | 11 | 323,521 | — | | Annette F. Favorite | SERP | 10 | 56,201 | — |

  115. 2025 SERP Pension Benefits

    | (1) Equals the number of full years of credited service as of December 31, 2025. Credited service generally begins with a participant’s hire date and ends with the date of employment termination. |

  116. 2025 SERP Pension Benefits

    | (2) The present value assumes that Mr. Green and Ms. Favorite retire at age 65 for purposes of the SERP. The assumed cash balance crediting rate is 4.5% in the SERP. |

  117. 2025 SERP Pension Benefits

    2025 Nonqualified Deferred Compensation The Employee Deferred Compensation Plan allows highly compensated team members to defer up to 75% of base salary and up to 100% of cash bonus. Deferred cash contributions may be invested in a selection of investment options that mirror the funds available under our 401(k) plan. None of the deemed investment choices provide returns at above-market or preferential rates. Matching contributions ceased effective January 1, 2019. A non-elective contribution of 3% of pay is made on behalf of participants who exceed the applicable IRS limits. These contributions and associated earnings are 100% vested after 3 years. Amounts deferred in any year, except for matching contributions on cash contributions, will be distributed automatically in a lump sum five years after the year of deferral. A participant may choose to defer these amounts to another date or until termination. Matching contributions are only distributed on termination. Participants may elect to receive distributions on termination in a cash or stock lump sum or up to ten annual installments. All previously deferred stock awards are distributed in shares of common stock. Information regarding NEOs’ account balances in the Employee Deferred Compensation Plan is below.

  118. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  119. 2025 Nonqualified Deferred Compensation

    | | | Registrant | | | | | | | Contributions | Aggregate | Aggregate | Aggregate | | | Executive Contributions | in | Earnings in Last | Withdrawal | Balance at Last | | Name | in Last FY ($)(1) | Last FY ($)(2) | FY ($)(3) | Distributions ($) | FYE ($)(4) | | Eric M. Green | — | 33,659 | 83,201 | — | 746,813 | | Robert W. McMahon | — | — | — | — | — | | Shane A. Campbell | — | 577 | — | — | 577 | | Annette F. Favorite | 29,287 | 4,757 | 10,579 | — | 3,004,624 | | Kimberly B. MacKay | — | 5,865 | 8,468 | — | 65,904 | | Bernard J. Birkett | — | 11,883 | 32,358 | 67,015 | 226,909 |

  120. 2025 Nonqualified Deferred Compensation

    | (1) The amount reported in this column is reflected in last year’s Non-Equity Incentive Plan Compensation column of the Summary Compensation Table (“SCT”). |

  121. 2025 Nonqualified Deferred Compensation

    | (2) These amounts reflect non-elective contributions made on behalf of participants who exceeded the applicable IRS limits in the Employee Deferred Compensation Plan. |

  122. 2025 Nonqualified Deferred Compensation

    | (3) These amounts reflect the net gains attributable to the investment choices in which the executives have chosen to have the cash portion of their account deemed invested in, including deferred shares of stock contributed to the Employee Deferred Compensation Plan. |

  123. 2025 Nonqualified Deferred Compensation

    | (4) The total balance includes amounts contributed for prior years which have all been previously reported in the SCT for the year those amounts were deferred. |

  124. 2025 Nonqualified Deferred Compensation

    Potential Payments Upon Termination or Change of Control

  125. Payments on Death

    | Summary Compensation Table Total to Compensation “Actually Paid” Reconciliation for the PEO and Non-PEO NEOs | | | | | | | | | | | | | Calculation for PEO | | | | | Calculation for Average of Non-PEO NEOs | | | | | | Calculation(A) of Compensation “Actually Paid” | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | SCT Total Compensation | 9,472,757 | 7,905,061 | 9,418,624 | 8,394,201 | 7,190,876 | 1,998,585 | 1,772,404 | 2,082,653 | 1,751,246 | 3,799,861 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year | (5,500,108) | (6,000,281) | (6,500,268) | (6,800,291) | (4,436,009) | (762,613) | (987,595) | (1,062,670) | (1,100,313) | (2,222,397) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year | 12,288,155 | 4,429,188 | 7,670,988 | 6,443,448 | 5,736,271 | 1,509,999 | 734,313 | 1,254,057 | 1,042,573 | 2,649,012 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | 19,186,892 | (13,183,737) | 3,050,648 | (2,826,375) | (2,830,452) | 2,238,405 | (1,598,040) | 416,668 | (462,313) | (301,482) | | Change in Fair Value of Stock and Options Awards from Prior Years that Vested in the Covered year | (346,776) | (5,103,659) | 3,370,158 | 47,293 | (1,497,428) | 87,143 | (553,597) | 475,009 | 2,307 | (156,634) | | Less: Aggregate Change in Actuarial Present Value of Pension Benefits | (5,645) | (119,829) | (22,728) | (7,249) | (47,805) | — | — | — | (578) | (1,002) | | Compensation “Actually Paid” | 35,095,275 | (12,073,257) | 16,987,422 | 5,251,027 | 4,115,453 | 5,071,519 | (632,515) | 3,165,717 | 1,232,922 | 3,767,358 |

  126. Payments on Death

    | (A) For the PEO and other NEOs, for each covered year, service cost and prior service cost of pension benefits equals $0, fair value of awards that are granted and vest in the same covered fiscal year equals $0, and fair value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year equals $0. |