DEF 14A of Avantor, Inc., Mar 29, 2024

DEF 14A of Avantor, Inc.

Filed Mar 29, 2024 · FY20230001193125-24-082080

Open on EDGAR

  1. BOARD NOMINEES

    BOARD NOMINEES Avantor’s Board of Directors currently has ten members. Christi Shaw, a current member of the Board of Directors, will not stand for reelection at the Annual Meeting in order to focus on other business and personal interests. All director nominees currently serve on the Board and will be elected for a one-year term expiring at the next annual meeting of stockholders. The following table provides summary information about each director nominee standing for re-election at the Annual Meeting.

  2. BOARD NOMINEES

    | Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | | Juan Andres | 59 | 2019 | Former President, Strategic Partnerships and Enterprise Expansion, Moderna, Inc. | Yes | Audit & Finance | | John Carethers, M.D. | 60 | 2021 | Vice Chancellor Health Science, University of California San Diego | Yes | Nominating & Governance | | Lan Kang | 55 | 2021 | Senior Managing Director, CBC Group | Yes | Compensation & Human Resources | | Joseph Massaro | 54 | 2021 | Chief Financial Officer and Senior Vice President, Business Operations, Aptiv PLC | Yes | Audit & Finance (Chair) | | Mala Murthy | 60 | 2021 | Chief Financial Officer, Teladoc Health, Inc. | Yes | Audit & Finance | | Jonathan Peacock | 66 | 2017 | Chairman, UCB SA | Yes | Nominating & Governance | | Michael Severino, M.D. | 58 | 2020 | Chief Executive Officer, Tessera Therapeutics | Yes | Compensation & Human Resources (Chair) | | Michael Stubblefield | 51 | 2014 | President and Chief Executive Officer, Avantor, Inc. | No | | | Gregory Summe | 67 | 2020 | Managing Partner, Glen Capital Partners | Yes | Compensation & Human Resources Nominating & Governance (Chair) |

  3. BOARD NOMINEES

    | | 2024 Proxy Statement 5 |

  4. Our Compensation Mix

    Our Compensation Mix All senior executives have a large portion of compensation that is variable and covers annual and multi-year performance periods. Long-term awards are designed to align executives with Avantor’s long-term performance using performance-based equity in the form of Performance Stock Units, Stock Options, and Restricted Stock Units.

  5. Our Compensation Mix

    | (1) Reflects average annualized base salary, target short-term incentive and target long-term incentive for NEOs employed on December 31, 2023. |

  6. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

  7. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | Juan Andres | | | Director since: 2019 Age: 59 Committees: • Audit & Finance | Mr. Andres has served on our Board since September 2019 and is currently a member of the Audit and Finance Committee. Most recently, Mr. Andres served as the President, Strategic Partnerships and Enterprise Expansion for Moderna, Inc., a biotechnology company specializing in mRNA vaccines and therapeutics, a position he held from January 2023 until May 2023 when he retired. Previously, he served as Moderna’s Chief Technical Operations and Quality Officer from August 2017 to December 2022. From 2005 to 2017, Mr. Andres served in several leadership positions at Novartis AG, a global healthcare company, most recently serving as the Global Head of Technical Operations (Manufacturing and Supply Chain) and before that as Group Novartis Quality Head, Global Head of Technical Research and Development, and Global Pharmaceuticals Operations Head. Prior to 2005, Mr. Andres spent 18 years at Eli Lilly Company, a global healthcare company, serving in a variety of leadership positions. Mr. Andres served on the board of directors and as a member of the Nominating and Corporate Governance and Science and Technology Committees of Evelo Biosciences, Inc. during 2023. Mr. Andres holds a master’s degree in Pharmacy from Alcala de Henares University in Madrid, Spain and has completed an advanced development program at the London Business School. | | Experience and Qualifications Mr. Andres’ extensive experience in pharmaceutical manufacturing, supply chain and technical research, along with his independence, make him a valuable member of our Board. | |

  8. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | John Carethers, M.D. | | | Director since: 2021 Age: 60 Committees: • Nominating & Governance | Dr. Carethers has served on our Board since July 2021 and is currently a member of the Nominating & Governance Committee. He is the Vice Chancellor for Health Sciences at the University of California San Diego, a position he has held since January 2023. In this role, he leads the School of Medicine, Skaggs School of Pharmacy and Pharmaceutical Sciences, the Herbert Wertheim School of Public Health and Human Longevity Science, and UC San Diego Health. Previously, Dr. Carethers served as the John G. Searle Professor and Chair of the Department of Internal Medicine at the University of Michigan Medical School based in Ann Arbor, Michigan, from 2009-2022, where he was named the C. Richard Boland Distinguished University Professor in 2017. Prior to that time, Dr. Carethers served in a variety of roles at the University of California San Diego, including as a Professor of Medicine and Chief of the Division of Gastroenterology. Additionally, he was elected as a member of the National Academy of Medicine in 2012 and became an elected fellow of the Royal College of Physicians in 2021. In June 2022, Dr. Carethers became President of the American Gastroenterological Association. Dr. Carethers holds an M.D., as well as a bachelor of science in biological sciences from Wayne State University, completing his internship and residency in internal medicine at Massachusetts General Hospital and his fellowship in gastroenterology at the University of Michigan. | | Experience and Qualifications Dr. Carethers’ senior leadership experience at a medical institution and extensive research experience in familial cancer syndromes, including tumor genetics, DNA mismatch repair, and colorectal cancer disparities, along with his independence, make him a valuable member of our Board. | |

  9. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | 10 2024 Proxy Statement | |

  10. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | Lan Kang | | | Director since: 2021 Age: 55 Committees: • Compensation & Human Resources | Ms. Kang has served on our Board since 2021 and is currently a member of the Compensation & Human Resources Committee. Ms. Kang is a Senior Managing Director and Head of Portfolio Management at CBC Group, a healthcare-focused private equity investment firm headquartered in Singapore, a position she has held since December 2020. In addition, serves on the board of directors of I-MAB Biopharma. Previously, Ms. Kang served as a Senior Advisor to Shanghai Henlius Biotech, a global clinical-stage biopharma company. Ms. Kang also served in a variety of roles at Fosun International, a Hong Kong Stock Exchange-listed, consumer-focused multinational company, including Executive Board Director, Chief Human Resources Officer and Head of the Fosun Insurance Group. Prior to Fosun, she was a Senior Client Partner at Korn Ferry International and was an Engagement Manager at McKinsey & Company. From 2020 until January of 2024, Ms. Kang served on the board of directors of Everest Medicines. Ms. Kang holds an MBA in healthcare management from the Wharton School of the University of Pennsylvania, a master’s degree in chemistry from Tulane University and a bachelor’s degree in biological science and technology from Zhejiang University in Hangzhou, China. | | Experience and Qualifications Ms. Kang’s extensive experience in healthcare and biopharma, senior leadership experience, including as a chief human resources officer, current and past experience as a board member at other companies and her expertise in finance, strategy, international business transactions, along with her independence, make her a valuable member of our Board. | |

  11. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | Joseph Massaro | | | Director since: 2021 Age: 54 Committees: • Audit & Finance (Chair) | Mr. Massaro has served on our Board since 2021 and is Chair of the Audit & Finance Committee. Mr. Massaro currently serves as Chief Financial Officer and Senior Vice President, Business Operations for Aptiv PLC, a position he has held since September 2016. Prior to that, Mr. Massaro held several senior executive positions at Aptiv including Vice President and Corporate Controller. He also previously served as Chief Financial Officer at inVentiv Health and as a Managing Director at Liberty Lane. Mr. Massaro earned an MBA and a master of science in accounting from Northeastern University. He holds a bachelor of science in finance and economics from Bentley University. | | Experience and Qualifications Mr. Massaro’s senior leadership experience, including as a chief financial officer, and his expertise in international business transactions, strategy and financial accounting (including qualification as an audit committee financial expert), along with his independence, make him a valuable member of our Board. | |

  12. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | | 2024 Proxy Statement 11 |

  13. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | Mala Murthy | | | Director since: 2021 Age: 60 Committees: • Audit & Finance | Ms. Murthy has served on our Board since 2021 and is a member of the Audit & Finance Committee. Ms. Murthy currently serves as the Chief Financial Officer for Teladoc Health, Inc., a position she has held since June 2019. Prior to that, Ms. Murthy held several senior executive positions at American Express, most recently as Chief Financial Officer of the Global Commercial Services segment. She also previously served in various leadership positions with PepsiCo, leading high growth business units. Ms. Murthy earned an MBA from the India Institute of Management, a master’s degree in public and private management from Yale School of Management, and a bachelor’s degree in computer science and engineering from Jadavpur University in India. | | Experience and Qualifications Ms. Murthy’s senior leadership experience, including as a chief financial officer, and her expertise in international business transactions, financial accounting and strategic growth (including qualification as an audit committee financial expert), along with her independence, make her a valuable member of our Board. | |

  14. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | Jonathan Peacock | | | Director since: 2017 Age: 66 Committees: • Nominating & Governance | Mr. Peacock has served as our Chairman since 2022 and has served on our Board since 2017. He is a member of the Nominating & Governance Committee. Mr. Peacock also serves as Chair of the Board of Directors at UCB SA. Mr. Peacock served as the Chief Financial Officer of Amgen, Inc., a biopharmaceutical company, from 2010 to 2014 and was the Chief Financial and Administrative Officer of the Pharmaceuticals Division of Novartis AG, a global healthcare company, from 2005 to 2010. Previously, he was a partner at McKinsey and Price Waterhouse. In the past five years, Mr. Peacock served as Chairman and as CEO of Bellerophon Therapeutics, Inc., as a founder and Chairman of Arix Bioscience PLC, and as a director of Genmab A/S. Mr. Peacock earned a master’s degree in Economics from the University of St. Andrews in Scotland and is a Chartered Accountant. | | Experience and Qualifications Mr. Peacock’s prior senior leadership experience at several companies, including as chief executive officer and chief financial officer, current and past experience as a board member at other companies, and his expertise in finance, strategy, international business transactions, mergers and acquisitions and operations along with his independence, make him a valuable member of our Board. | |

  15. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | 12 2024 Proxy Statement | |

  16. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | Michael Severino, M.D. | | | Director since: 2020 Age: 58 Committees: • Compensation & Human Resources (Chair) | Dr. Severino has served on our Board since April 2020 and is a Chair of the Compensation & Human Resources Committee. Dr. Severino currently serves as Chief Executive Officer of Tessera Therapeutics, a position he has held since 2022. Prior to that, he served as Vice Chairman and President of AbbVie Inc., as well as AbbVie’s Executive Vice President, Research & Development, and its Chief Scientific Officer. He also spent 10 years at Amgen, Inc., serving in a variety of leadership positions, including Senior Vice President, Global Development, and Chief Medical Officer. Dr. Severino also serves on the board of directors for the Field Museum in Chicago, Illinois. He earned an M.D. from Johns Hopkins University, completing his residency and fellowship training at Massachusetts General Hospital and Harvard Medical School, as well as a bachelor’s degree in biochemistry from the University of Maryland. | | Experience and Qualifications Dr. Severino’s extensive experience in research and development and corporate strategy for leading companies focused on developing life-saving therapies for patients, along with his independence, makes him a valuable member of our Board. | |

  17. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | Michael Stubblefield | | | Director since: 2014 Age: 51 | Mr. Stubblefield became our President and Chief Executive Officer in 2014. In addition, Mr. Stubblefield serves as a Director. Prior to joining us, Mr. Stubblefield was a Senior Expert for the Chemicals Practice of McKinsey & Company, a management consulting firm, from 2013 to 2014. Previously, he held a variety of leadership roles at Celanese Corporation, a technology and specialty materials company, from 1994 to 2012. Mr. Stubblefield also served on the board of directors and as a member of the Audit Committee of Ingersoll Rand Inc. from 2022 to 2023. Mr. Stubblefield holds a bachelor of science degree in Chemical Engineering from the University of Utah, as well as an MBA from Texas A&M University-Corpus Christi. | | Experience and Qualifications Mr. Stubblefield’s leadership role and extensive knowledge of our business, strategy and industry on an international basis make him a valuable member of our Board. | |

  18. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | | 2024 Proxy Statement 13 |

  19. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | Gregory Summe | | | Director since: 2020 Age: 67 Committees: • Nominating & Governance (Chair) • Compensation & Human Resources | Mr. Summe has served on our Board since May 2020 and is Chair of the Nominating & Governance Committee and a member of the Compensation & Human Resources Committee. Mr. Summe is the Managing Partner of Glen Capital Partners, an investment fund. He also serves on the board of directors of the State Street Corporation and NXP Semiconductors NV. Previously, he was the Managing Director and Vice Chairman of Global Buyout at The Carlyle Group and a Senior Advisor to Goldman Sachs Capital Partners. He also spent 11 years as the Chairman and Chief Executive Officer of PerkinElmer. Before PerkinElmer, Mr. Summe was with AlliedSignal, now Honeywell International, serving as the President of General Aviation Avionics, President of the Aerospace Engines Group and President of the Automotive Products Group. He was also a partner at McKinsey & Co. In the past five years, Mr. Summe served as a director of Virgin Orbit Holdings USA and as co-founder of NextGen Acquisition Corp I & II. Mr. Summe holds an MBA with distinction from The Wharton School of the University of Pennsylvania, a master’s degree in electrical engineering from University of Cincinnati and a bachelor’s degree in electrical engineering from University of Kentucky. He is in the Hall of Distinction at the University of Kentucky. | | Experience and Qualifications Mr. Summe’s extensive leadership experience in key industries, including life sciences and applied materials, along with his independence, make him a valuable member of our Board. | |

  20. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    | 14 2024 Proxy Statement | |

  21. DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2025

    Corporate Governance Our success is built and sustained by the trust we have earned from our customers, suppliers, distributors, associates, business partners and investors. Part of this trust stems from our commitment to good corporate governance. The framework for our governance practices is found in our Corporate Governance Guidelines, which outline the operating principles of our Board of Directors and the composition and working processes of our Board and its committees. The Nominating and Governance Committee periodically reviews our Corporate Governance Guidelines and developments in corporate governance and periodically recommends proposed changes to the Board for approval. Below are key highlights of our corporate governance practices:

  22. Compensation and Human Resources Committee

    | • | reviewing and recommending to our Board of Directors with respect to the compensation of our directors; and |

  23. Compensation and Human Resources Committee

    | • | reviewing and making recommendations with respect to our equity compensation plans. |

  24. Arrangements with our directors and officers

    Arrangements with our directors and officers We have certain agreements with our directors and officers which are described in the sections entitled “Director Compensation” and “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2023” elsewhere in this proxy statement. We entered into indemnification agreements with our officers and directors. These agreements and our bylaws will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements will not be exclusive of any other indemnity rights. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, we have been informed that in the opinion of the SEC such indemnification is against public policy and may be unenforceable. There is currently no pending material litigation or proceeding involving any of our directors for which indemnification is sought. In the normal course of business, we purchase services, supplies, and equipment from many suppliers and sell goods and services to many customers. In some instances, these transactions occur with companies with which members of our Board have relationships as executive officers. For transactions entered into during 2023, no related person had or will have a direct or indirect material interest. While not required under the Related Person Transaction Policy, the Board reviewed overall spending with Kite Pharma, a Gilead company, where Ms. Shaw served as the Chief Executive Officer, Tessera Therapeutics, where Dr. Severino serves a Chief Executive Officer, Moderna Therapeutics, Inc., where Mr. Andres served as the President Strategic Partnerships and Enterprise Expansion, UCB, where Mr. Peacock serves as a director, and the University of California San Diego, where Dr. Carethers serves as the Vice Chancellor for Health Sciences.

  25. Director Fees

    Director Fees Our director compensation program provides for an annual cash retainer plus an annual equity award of restricted stock units.

  26. Director Fees

    | Compensation Element | Amount before January 1, 2024 ($) | Amount after January 1, 2024 ($) | | Annual Cash Retainer | 75,000 | 95,000 | | Annual Equity Award | 200,000 | 210,000 | | Chairman Cash Retainer | 150,000 | 170,000 | | Committee Chair Cash Retainer Audit and Finance Committee Compensation and Human Resources Committee Nominating and Governance committee | 20,000 15,000 10,000 | 25,000 20,000 15,000 | | Committee Member (excluding Committee Chair) Cash Retainer Audit and Finance Committee Compensation and Human Resources Committee Nominating and Governance Committee | 10,000 7,500 5,000 | 12,500 10,000 7,500 |

  27. Director Fees

    Director cash retainers are paid quarterly in arrears. Director equity awards are issued in restricted stock units, which vest in full on the first anniversary of the Vesting Start Date (as defined in the restricted stock unit agreement); provided, that if the director has continuously provided service to us upon the occurrence of a change in control prior to such dates, all then-unvested restricted stock units will vest. The annual equity-based retainer will be pro-rated for partial years of service. Each eligible director is also entitled to receive reimbursement for reasonable travel, lodging and other expenses which they properly incur in connection with their functions and duties as a director.

  28. Deferred Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Juan Andres | 85,000 | 199,985 | 284,985 | | John Carethers | 80,000 | 199,985 | 279,985 | | Lan Kang | 82,882 | 199,985 | 282,867 | | Joseph Massaro | 95,000 | 199,985 | 294,985 | | Mala Murthy | 85,000 | 199,985 | 284,985 | | Jonathan Peacock | 230,000 | 199,985 | 429,985 | | Michael Severino | 90,000 | 199,985 | 289,985 | | Christi Shaw | 87,500 | 199,985 | 287,485 | | Gregory Summe | 92,500 | 199,985 | 292,485 |

  29. Deferred Compensation

    | (2) Amounts reflect restricted stock units granted under the 2019 Equity Incentive Plan and reflect the grant date fair value of the awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“Topic 718”) disregarding the effects of estimated forfeitures. The assumptions made in the valuation of our equity awards are found in Note 17 to our audited financial statements included in our annual report on Form 10-K for fiscal 2023. As of December 31, 2023, each of the following non-employee directors held the following restricted stock units: Mr. Andres—9,808; Dr. Carethers—9,808; Ms. Kang—9,808; Mr. Massaro—9,808; Ms. Murthy—9,808; Mr. Peacock—9,808; Dr. Severino—9,808; Ms. Shaw—9,808; Mr. Summe—9,808. |

  30. Leadership Transitions

    Leadership Transitions In 2023, we announced efforts supporting the transformation of our business to strengthen performance, accelerate innovation for customers, and unlock operating efficiencies. Leadership transitions were an outcome of these efforts, which included operating model changes such as moving from a regional model to a global structure with two business segments. On April 16, 2023, Randy Stone joined Avantor as the Executive Vice President, Proprietary Products. In connection with the appointment, Mr. Stone’s annual base salary was $600,000 and he was eligible to participate in the Company’s incentive-based annual cash program beginning in 2023, pro-rated based on his hire date, with an annual target bonus opportunity of 80% of his annual base salary. Mr. Stone also received a new hire grant of a long-term equity award in the target amount of $4,000,000; allocated as 50% stock options, 25% restricted stock units and 25% performance stock units. The stock options and restricted stock units will vest over two years and the performance stock units will vest based on the Company’s 2023 through 2025 cumulative performance. In future years, Mr. Stone will be eligible to participate in the Company’s long-term incentive program, with a target annual grant aligned to the market and other members of the Company’s executive leadership team. On May 9, 2023, Thomas A. Szlosek notified the Company of his decision to resign as the Company’s Executive Vice President and Chief Financial Officer (“CFO”), effective as of August 4, 2023, to join a company outside the life sciences industry. Mr. Szlosek served as the Company’s CFO since 2018. On July 13, 2023, Avantor announced the appointment of R. Brent Jones as Executive Vice President and Chief Financial Officer, effective as of August 7, 2023. In connection with the appointment, the Company entered into an offer letter (the “Offer Letter”) with Mr. Jones. Pursuant to the Offer Letter, Mr. Jones’s initial annual base salary was $575,000 and he was eligible to participate in the Company’s incentive-based annual cash program beginning in 2023, pro-rated based on his hire date, with an annual target bonus opportunity of 80% of his annual base salary. Mr. Jones received a one-time cash signing bonus of $200,000, subject to certain repayment obligations in the event of his departure prior to the one-year anniversary of his commencement date. The Offer Letter also provided for a new hire grant of a long-term equity award to Mr. Jones in the target amount of $5,125,000, half was granted in the form of performance stock units and half was granted in the form of stock options. The stock options will vest over four years and the performance stock units will vest based on the Company’s 2023 through 2025

  31. Summary of Actions

    | • | compared our executive officers to our compensation peer group and publicly available global salary surveys for organizations of similar size and revenue; |

  32. Summary of Actions

    | • | expanded our compensation peer group to provide a more robust sample size while maintaining alignment between Avantor and median size demographics; |

  33. Summary of Actions

    | • | created an additional peer group of competitive industry peers used as reference for compensation plan designs and trends comparisons; not used in determining pay levels; |

  34. Summary of Actions

    | • | maintained an incentive compensation plan focused on a combination of performance measures that align closely with those that are used by management to set business goals and evaluate our financial results (See “Elements of compensation — What we pay and why — Performance-Based Cash Incentive Compensation”); |

  35. Summary of Actions

    | • | granted annual equity awards to each of the executive officers after considering our compensation philosophy and the assessment of the executive officer’s expected future contributions, maintaining the weighting of performance stock units at one-half with the remainder of the award being made in a mix of stock options and restricted stock units; and |

  36. Program Structure and Outcomes

    | Component | Proportion of Total Target Pay | Structure/Metrics/Features | 2023 Performance Outcomes | | Base Salary | • CEO: 9% • Other NEOs: 19% | • Base salary aligned with others in our peer group and broader market | • No merit increases in 2023(1) | | Short-Term Incentives | • CEO: 15% | Structure: | • Financial metrics were not achieved • Gender representation metric was not achieved. • GHG emissions reduction metric was achieved above maximum, fulfilling our 2025 commitment two years ahead of plan • 2023 ICP funded at 10% as the stretch goal was surpassed for GHG Emission Reduction | | | • Other NEOs: 15% | • 100% performance-based cash incentive | | | | | Metrics & Weightings: | | | | | • 45% Revenue | | | | | • 35% Adjusted EBITDA | | | | | • 10% Net Working Capital as a percentage of sales | | | | | • 5% GHG Emissions Reduction | | | | | • 5% Gender Representation | | | | | Features: | | | | | • Rigorous pre-set goals | | | | | • Company achievement capped at 200% of target | | | Long-Term Incentives | • CEO: 76% • Other NEOs: 66% | Structure: • 50% performance stock units | • For the 2021 performance stock units granted for the period of 2021-2023: • Cumulative Adjusted EPS metric was achieved above threshold (paid at 42%) • TSR metric was achieved above threshold (paid at 94.92%) • The weighted average payout was 68.46% of target | | | | • 25% stock options | | | | | • 25% restricted stock units | | | | | Metrics & Weightings (for performance stock units): | | | | | • 50% Cumulative Adjusted EPS Growth | | | | | • 50% TSR relative to comparator group | | | | | Features: | | | | | • 3-year performance period and cliff-vesting for performance stock units | | | | | • Rigorous pre-set goals | | | | | • 4-year ratable vesting for stock options and restricted stock units | |

  37. Program Structure and Outcomes

    | (1) Reflects average annualized base salary, target short-term incentive and target long-term incentive for NEOs employed on December 31, 2023. |

  38. 2023 Say-On-Pay Vote and Stockholder Engagement

    | | | | | • Interest in seeing Free Cash Flow vs. Net Working Capital in the annual incentive plan • Preference in using Adjusted Operating Income vs. Adjusted EBITDA in the annual incentive plan • Desire to see additional key industry competitors in the peer group • Best practice equity treatment: double trigger vesting of awards | Forward looking and effective for 2024: | | | | ✓ | Implemented Free Cash Flow and Operating Income as metrics in the 2024 Performance-Based Cash Incentive Compensation Plan | | | ✓ | Reduce the individual payout cap from 300% to 200% for all executives to further alignment with the market | | | ✓ | Added a reference group of additional industry competitors to monitor program designs and trends comparisons; not used for determining pay levels | | | ✓ | Implemented ‘double trigger’ change-in-control vesting provisions for all 2024 equity awards |

  39. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant FW Cook provides executive compensation consulting services to the Compensation and Human Resources Committee. In 2023, FW Cook provided services related to the review of the 2023 compensation program, including a review of peer group and other global salary survey compensation data; the setting of performance goals in our performance-based cash incentive plans; the setting of equity award levels under our long-term incentive plan; assistance with this CD&A; a risk assessment of our 2023 compensation programs; and a review of trends in executive compensation. FW Cook is retained by and reports to the Compensation and Human Resources Committee and, at the request of the Compensation and Human Resources Committee, participates in committee meetings. FW Cook did not provide any additional services, beyond what has already been stated above, to the Company in 2023. The Compensation and Human Resources Committee reviewed the independence of FW Cook under NYSE and SEC rules and concluded that the work of FW Cook has not raised any conflict of interest.

  40. Benchmarking

    Benchmarking Market practices are one of our considerations when determining our executive compensation levels and program design. While we review external market practices for all compensation elements by individual to ensure that we provide programs designed to attract, motivate, retain and reward talented executives, we compare the overall named executive officer group at the market median for each compensation element. Each year our Compensation and Human Resources Committee, with assistance from FW Cook, reviews and evaluates the market landscape and composition of our peer group for appropriateness. The Compensation and Human Resources Committee primarily identifies companies that have business models similar to ours with a

  41. Benchmarking

    | | 2024 Proxy Statement 45 |

  42. Benchmarking

    market capitalization and revenues of generally between 0.33x and 3.0x ours, and that represent an appropriate cross section of the industries and geographies in which we are engaged or serve (i.e., they include companies in the biopharma, healthcare, and life sciences industries). After this evaluation in 2023, six additional companies were selected for inclusion in the Compensation Peer Group:

  43. Benchmarking

    | Agilent Technologies, Inc. Baxter International, Inc. Biogen Inc. Bio-Rad Laboratories, Inc. Boston Scientific Corporation Bruker Corporation Catalent, Inc. | Charles River Laboratories International, Inc. DENTSPLY Sirona Inc. Edwards Lifesciences Hologic, Inc. Illumina, Inc. IQVIA Holdings Inc. | Laboratory Corp. of America Mettler-Toledo International Inc Quest Diagnostics Inc. Revvity, Inc. Vertex Pharmaceuticals Inc. Waters Corporation Zimmer Biomet Holdings, Inc. |

  44. Benchmarking

    New compensation peers bolded At the time of the Compensation and Human Resources Committee’s compensation review, relative to its peer group of companies Avantor was at the 64th percentile for revenue, 49th percentile for EBITDA and 25th percentile for market capitalization. Furthermore, in direct response to investor feedback, the Compensation and Human Resources Committee created an additional comparator group (“Reference Group”) consisting of nine industry competitor companies to use as reference for program designs and trends comparisons. The Reference Group is not used to benchmark or set pay levels of executives.

  45. Benchmarking

    | AbbVie Inc. | Cencora, Inc. | McKesson Corporation | | Amgen Inc. | Danaher Corporation | Stryker Corporation | | Becton, Dickinson & Co. | Honeywell International Inc. | Thermo Fisher Scientific Inc. |

  46. Performance-Based Cash Incentive Compensation

    Performance-Based Cash Incentive Compensation Our annual cash incentive program (the “ICP”) is designed to motivate executive officers to focus on strategic business results and initiatives and reward them for their results and achievements. ICP provides for a bonus opportunity based on achievement of company-wide financial targets, corporate and strategic initiatives and, except for Mr. Stubblefield, individual performance. For 2023, our Board of Directors and Compensation and Human Resources Committee established the following ICP framework which directly aligns with the Company’s priorities to drive growth, improve operational excellence, and achieve the incremental targets in our 2025 ESG goals.

  47. Financial Performance

    | Metric | Weighting | Description | | Revenue | 45% | Revenue is the key metric used to assess performance of our business over the short term and is a common measure to compare our results across companies in the industry. | | Constant Currency Adjusted EBITDA | 35% | Constant Currency Adjusted EBITDA is the key metric used to measure growth and the profitability of our business. |

  48. Corporate and Strategic Initiatives

    To fund each weighted metric of the ICP, the Company must achieve the threshold goal. If threshold is not met, that portion of the plan is not funded. Payouts start at 50% (61% for the CEO per his employment agreement) funding level for threshold performance and graduate on a straight-line basis to the applicable target for a 100% payout based on actual performance for the relevant metric. Each component then graduates on a straight-line basis to the applicable stretch target for a 200% payout. The maximum funding of the bonus pool is limited to 200%. The following table illustrates the target bonus calculation formula for 2023, except that Mr. Stubblefield’s bonus calculation formula does not provide for a personal performance modifier and his maximum bonus percentage is fixed at 200% of target:

  49. Corporate and Strategic Initiatives

    | | Cash bonus targetx | Performance factors | | = | Cash bonus | | Base Salaryx | Target bonus opportunity (expressed as a percentage of base salary) | Company performance (expressed as a percentage of target bonus)x | Personal performance modifier (expressed as a percentage of target bonus) | = | Annual cash bonus award | | | 80% to 165% target bonus based on role | 0%-200% | 0%-150% | | |

  50. Corporate and Strategic Initiatives

    For participating executives other than Mr. Stubblefield, the personal performance modifier is based on the achievement of a combination of personal goals, such as driving company strategy and results, excellence and innovation, customer focus, accountability and judgement. These goals are not weighted for purposes of evaluating personal performance. The allocation to any individual participant is capped at a maximum of 300% of individual bonus target and overall allocation of the ICP pool may not exceed the lower of company scorecard achievement or 200%. Personal performance modifiers that would result in a payout in excess of 200% of target would only occur in the case of exceptional performance. No personal performance modifiers were applied to executives in 2023. Bonus opportunities under the ICP are reviewed annually by the Compensation and Human Resources Committee. Actual bonus payments under the ICP for a given year, if any, are determined based on predetermined performance measures approved by the Compensation and Human Resources Committee. The Compensation and Human Resources Committee has discretion to modify all or any portion of any award as it deems necessary or appropriate. The table below provides threshold, target and stretch financial targets under the 2023 ICP, as well as actual results. The Compensation and Human Resources Committee approved the Company funding percentage under the 2023 ICP at 10%.

  51. Corporate and Strategic Initiatives

    | (dollars in millions) | Weighting | Threshold | Target | Stretch | Actual | Achievement as a percent of target | Weighted payout percentage | | Revenue | 45% | $7,336.1 | $7,722.2 | $8,108.3 | $6,967.2 | 0% | 0% | | Constant Currency Adjusted EBITDA(1) | 35% | $1,492.8 | $1,613.8 | $1,734.8 | $1,309.1 | 0% | 0% | | Net working capital (Cash Conversion Cycle)(2) | 10% | 64.6 Days | 63.2 Days | 60.3 Days | 68.4 Days | 0% | 0% | | Director + Global Female Representation(3) | 5% | 38% | 39% | 40% | 37.05% | 0% | 0% | | Greenhouse Gas Emissions(4) | 5% | 1% | 2% | 3% | 5.1% | 200% | 10% | | | | | Company funding percentage | | | | 10% |

  52. Corporate and Strategic Initiatives

    | Name | Base Salary (12/31/2023) ($) | Target (%) | Target Annual Incentive ($) | Company Performance Factor (%) | 2023 ICP Bonus ($)(1) | | Michael Stubblefield | 1,140,000 | 165 | 1,881,000 | 10 | 188,100 | | R. Brent Jones | 575,000 | 80 | 460,000 | 10 | 18,526(2) | | Randy Stone | 600,000 | 80 | 480,000 | 10 | 34,192(2) | | Frederic Vanderhaegen | 618,212(3) | 80 | 494,569(3) | 10 | 52,761 | | James Bramwell | 500,000 | 80(4) | 400,000 | 10 | 39,384 | | Gerard Brophy | 575,000 | 80 | 460,000 | 10 | 46,000 |

  53. Corporate and Strategic Initiatives

    | (2) 2023 ICP payouts for Messrs. Jones and Stone are prorated from date of hire. |

  54. Corporate and Strategic Initiatives

    Additional details regarding the dollar value of threshold, target and stretch bonus payout opportunities for 2023 are provided under “Executive compensation tables — Grants of plan-based awards.”

  55. Guaranteed, Sign-on and Discretionary Bonuses

    Guaranteed, Sign-on and Discretionary Bonuses From time to time, we may award guaranteed, sign-on and discretionary bonuses to attract or retain executive talent. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers. Mr. Jones’s employment arrangement provides for a one-time cash signing bonus of $200,000, which was paid to him on August 18, 2023. Mr. Jones would be required to repay the full amount of the signing bonus on the last day of employment if he terminates his employment with Avantor voluntarily for any reason during the twelve months following his start date.

  56. Long-Term Incentive Programs

    Long-Term Incentive Programs Our Compensation and Human Resources Committee believes that equity awards are a key component of our executive compensation program because they help us attract, motivate and retain executive talent. For 2023, the allocation of the annual equity award for our executive officers was 50% in performance stock units, 25% in stock options and 25% in restricted stock units. This mix provides an incentive to achieve favorable long-term results at a reasonable cost to the Company. Stock options and restricted stock units vest over a four-year period with 25% vesting on each anniversary of the date of grant, subject to the named executive officer’s continued employment through the applicable vesting date. The performance stock units are based on a performance period covering three fiscal years. Performance stock units are subject to the attainment of performance goals approved by the Compensation and Human Resources

  57. Long-Term Incentive Programs

    | | 2024 Proxy Statement 49 |

  58. Long-Term Incentive Programs

    Committee. Vesting (or payout of shares) is based on cumulative performance at the end of a three-year performance cycle. One-half of the performance stock units will be measured against Avantor’s TSR relative to its comparator group, which is comprised of the S&P 500 Health Care Index, inclusive of compensation peers. The other half of the performance stock units will be measured on three-year cumulative adjusted EPS growth. An executive officer has the opportunity to earn a payout of between 0% and 200% of their target award. If threshold performance for a particular metric is not attained, the executive officer forfeits the right to receive any payout based on that metric. Threshold performance for each metric will result in a share payout equal to 50% of the target award. Target performance for each metric will result in a share payout equal to 100% of the target award. Attaining the maximum goal for each metric will result in a share payout equal to 200% of the target award. The Compensation and Human Resources Committee believes that the TSR relative to Avantor’s comparator group and cumulative adjusted EPS goals for the performance stock units covering the three-year performance period (beginning on January 1, 2023 and ending December 31, 2025) are challenging and difficult to achieve, but attainable with significant skill and effort on the part of our executive leadership team. The cumulative adjusted EPS component of the performance stock unit awards is confidential and consistent with our long-range plan. The TSR component has a threshold payout at 50% if we are at the 25th percentile of the comparator group, a target payout of 100% if we are at the 50th percentile of the comparator group and a maximum payout of 200% at or above the 90th percentile of the comparator group. In 2023, we awarded our named executive officers 536,305 target performance stock units, options to purchase 989,492 shares of our common stock and 230,599 restricted stock units. These awards represented approximately 39.41% of the total equity incentives granted to management and other employees in 2023. We believe that it was appropriate to award this percentage to our named executive officers because they are in the best position to drive our future results and implement our long-term business strategy. Additional details regarding the equity awards described above, including grant dates and exercise prices, are provided under “Executive compensation tables — Outstanding equity awards at December 31, 2023.”

  59. 2021 Performance Stock Unit Payouts

    2021 Performance Stock Unit Payouts In February 2021, Messrs. Stubblefield, Bramwell, Brophy and Vanderhaegen received performance shares for the three-year performance period spanning fiscal 2021 through fiscal 2023. In February 2024, the Compensation and Human Resource Committee approved the performance results and related payouts of these performance stock units based on achievement of three-year cumulative adjusted EPS and three-year relative total stockholder return (“TSR”) versus a defined group of peers.

  60. 2021 Performance Stock Unit Payouts

    | Metric | Weighting | Threshold | Target | Maximum | Actual | Achievement as a percent of target | | 3-yr Cumulative Adjusted EPS(1) | 50% | $3.78 | $4.20 | $4.62 | $3.88 | 42% | | 3-yr Relative Total Stockholder Return(2) | 50% | 25th%ile | 50th%ile | 90th%ile | 47.46th%ile | 94.92% | | | | | Company funding percentage | | | 68.46% |

  61. 2021 Performance Stock Unit Payouts

    | (1) Cumulative Adjusted is the result of dividing (x) the sum of the Adjusted Net Income for each fiscal year during the Performance Period and (y) the Share Count. |

  62. 2021 Performance Stock Unit Payouts

    | (2) TSR percentile performance determined by company ranking and each peer group member according to its respective TSR for the performance period, from minimum to maximum, with the lowest TSR turn being assigned a rank of one. The Company’s percentile rank is calculated by dividing the Company’s rank by the total number of comparator group members (including the Company). TSR is the result of dividing (x) the entity’s ending price minus the beginning price, by (y) the beginning price. |

  63. 2021 Performance Stock Unit Payouts

    | 50 2024 Proxy Statement | |

  64. 2021 Performance Stock Unit Payouts

    Based on our performance, and the respective weighting of each performance metric, the number of shares earned for the fiscal 2021 through fiscal 2023 performance period was calculated as follows: Fiscal 2021-2023 performance shares earned:

  65. 2021 Performance Stock Unit Payouts

    | Name | Target amount of performance shares granted | Shares earned based on performance outcome | | Michael Stubblefield | 144,718 | 99,075 | | Frederic Vanderhaegen | 32,562 | 22,293 | | James Bramwell | 10,854 | 7,432 | | Gerard Brophy | 32,562 | 22,293 |

  66. Severance Arrangements

    Severance Arrangements Our employment arrangements with each of our named executive officers provide for payments and other benefits in connection with certain qualifying terminations of employment. Our Compensation and Human Resources Committee believes that these severance benefits: (1) help secure the continued employment and dedication of our named executive officers; (2) enhance our value to a potential acquirer because our named executive officers have noncompetition, non-solicitation and confidentiality provisions that apply after any termination of employment, including after a change in control; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management. Additional information regarding the severance arrangements with each of our named executive officers, including a quantification of benefits that would have been received by each named executive officer who are currently employed by the Company had their employment terminated on December 29, 2023, the last business day of 2023, is provided below under “Termination and Change in Control Arrangements.”

  67. Accounting and Tax Considerations

    Accounting and Tax Considerations We consider the effect of tax, accounting, and other regulatory requirements in designing and implementing compensation programs so that our programs meet regulatory requirements and efficiently deliver compensation. While these factors may impact plan designs, ultimately, decisions reflect the pay strategy of the Company and the program intent. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows tax deductions to publicly held companies for individual compensation over $1 million paid to certain executive officers in a taxable year. In addition to expanding the number executive officers now subject to the rules, tax legislation enacted at the end of 2017 changed this limit by removing an exception for earnings considered “performance-based compensation” within the meaning of the Code. Because we are a corporation that became publicly traded before December 31, 2019, these rules did not apply to the Company until 2023. Until this year, we were subject to an exemption that applies to compensation paid (or compensation in respect of equity awards such as stock options or restricted stock granted) during a specified transition period after having become publicly traded. Except for certain pre-2023 stock option grants to certain executives, federal income tax deductions will be denied for annual compensation over $1 million (per individual) paid to our chief executive officer, chief financial officer and the next three most highly compensated executive officers. Accordingly, most of the compensation to our named executive officers in excess of $1 million per person in a year will not be fully deductible prospectively. As a result of the elimination of the performance-based compensation exemption, as described above, we would do not expect that the Compensation and Human Resources Committee will take the deductibility limitations of Section 162(m) into account in its compensation decisions.

  68. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below summarizes the total compensation paid to or earned by each of our named executive officers for the years indicated.

  69. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Michael Stubblefield | 2023 | 1,140,000 | — | 8,529,219 | 2,437,053 | 188,100 | 7,895 | 36,500 | 12,338,767 | | Director, President and | 2022 | 1,127,308 | — | 7,371,470 | 2,313,486 | — | — | 19,502 | 10,831,766 | | Chief Executive Officer | 2021 | 1,085,000 | — | 6,633,149 | 2,000,000 | 3,523,212 | 5,342 | 14,210 | 13,260,913 | | R. Brent Jones | 2023 | 221,154 | 200,000 | 2,817,998 | 2,561,102 | 18,526 | — | 22,015 | 5,840,795 | | Executive Vice President | | | | | | | | | | | and Chief Financial Officer | | | | | | | | | | | Randy Stone | 2023 | 415,385 | — | 2,105,342 | 1,999,997 | 34,192 | — | 33,200 | 4,588,116 | | Executive Vice President | | | | | | | | | | | Proprietary Products | | | | | | | | | | | Frederic Vanderhaegen | 2023 | 618,212 | — | 1,749,559 | 499,925 | 52,761 | — | 122,895 | 3,043,353 | | Executive Vice President | 2022 | 577,652 | — | 1,593,803 | 500,229 | — | — | 88,467 | 2,760,151 | | Europe | 2021 | 579,674 | — | 1,492,479 | 449,998 | 962,718 | — | 80,238 | 3,565,108 | | James Bramwell | 2023 | 497,981 | — | 1,749,559 | 499,925 | 39,384 | 19,736 | 33,650 | 2,840,235 | | Executive Vice President, | | | | | | | | | | | Americas | | | | | | | | | | | Gerard Brophy | 2023 | 575,000 | — | 1,749,559 | 499,925 | 46,000 | 7,912 | 29,231 | 2,907,627 | | Former Executive Vice President, | 2022 | 563,462 | — | 1,593,803 | 500,229 | — | 3,120 | 16,006 | 2,676,620 | | Biopharma Production | 2021 | 513,462 | — | 1,492,479 | 449,998 | 862,406 | 5,557 | 15,018 | 3,338,920 | | Thomas Szlosek | 2023 | 369,231 | — | 1,924,529(7) | 549,903(7) | — | 6,029 | 33,200 | 2,882,892 | | Former Executive Vice | 2022 | 600,000 | — | 1,753,183 | 550,255 | — | 3,784 | 16,586 | 2,923,808 | | President and Chief Financial Officer | 2021 | 600,000 | — | 1,492,479 | 449,998 | 1,771,200 | 5,592 | 16,674 | 4,335,943 |

  70. SUMMARY COMPENSATION TABLE

    | (1) Amounts reflect the named executive officer’s base salary earned for 2023, 2022 and 2021, as applicable. For Mr. Vanderhaegen, who is based in Switzerland, the amount reflects his salary earned in 2023, and has been converted from Swiss Francs to U.S. dollars using the average of the monthly average exchange rates for 2023 (1.11369). |

  71. SUMMARY COMPENSATION TABLE

    | (2) Amounts reflect the sign-on bonus payment under Mr. Jones’s EVP employment agreement. See “Narrative disclosure to summary compensation table and grants of plan-based awards — Employment arrangements” and “Elements of compensation — What we pay and why — Guaranteed, sign-on and discretionary bonuses.” |

  72. SUMMARY COMPENSATION TABLE

    | (3) The amounts reflected in these columns represent the aggregate grant date fair value of awards granted to the named executive officer by us in the applicable year computed in accordance with Topic 718, disregarding the effect of estimated forfeitures. The assumptions made in the valuation of our equity awards are found in Note 17 to our audited financial statements included in our annual report on Form 10-K for fiscal 2023. For awards that are subject to performance conditions and are included in the table above as stock awards, we report the grant date fair value based upon the probable outcome of such conditions consistent with our estimate of aggregate compensation cost to be recognized over the service period determined under Topic 718, disregarding the effect of estimated forfeitures. The grant date fair value of the PSUs, assuming the maximum level of achievement are: Mr. Stubblefield—$12,183,482, Mr. Jones—$5,635,996, Mr. Stone—$2,210,705, Mr. Vanderhaegan—$2,499,151, and Mr. Bramwell—$2,499,151. The amounts reflected in this column do not represent the actual amounts paid to or realized by the NEOs for these awards. |

  73. SUMMARY COMPENSATION TABLE

    | (4) Amounts reflect performance-based cash incentive awards under the ICP or predecessor plans for each of 2023, 2022 and 2021, as applicable. For more information on the terms of the cash incentive plan, see “Elements of Compensation — What We Pay and Why — Performance-Based Cash Incentive Compensation.” The 2023 ICP award for Mr. Vanderhaegen has been converted from Swiss Francs to U.S. dollars based on the exchange rate as of the close of business on December 31 of the applicable year (1.18810) . |

  74. SUMMARY COMPENSATION TABLE

    | | 2024 Proxy Statement 55 |

  75. SUMMARY COMPENSATION TABLE

    | (5) For Messrs. Stubblefield, Bramwell and Brophy the amount reflects the year-over-year change in actuarial present value of the accumulated benefit under the U.S. Pension Plan during the year indicated. |

  76. SUMMARY COMPENSATION TABLE

    | (6) All other compensation for 2023 includes: |

  77. SUMMARY COMPENSATION TABLE

    | | Company savings plan match (a)($) | Company contribution to pension (b)($) | Miscellaneous (c)($) | Total ($) | | Michael Stubblefield | 13,200 | — | 23,300 | 36,500 | | R. Brent Jones | — | — | 22,015 | 22,015 | | Randy Stone | 13,200 | — | 20,000 | 33,200 | | Frederic Vanderhaegen | — | 80,919 | 41,976 | 122,895 | | James Bramwell | 9,150 | — | 24,500 | 33,650 | | Gerard Brophy | 9,231 | | 20,000 | 29,231 | | Thomas Szlosek | 13,200 | | 20,000 | 33,200 |

  78. SUMMARY COMPENSATION TABLE

    | (a) Amounts represent our contributions to the Savings Plan on behalf of such executive. |

  79. SUMMARY COMPENSATION TABLE

    | (b) Amounts represent our contribution to the Swiss Pension Plan on behalf of Mr. Vanderhaegen and have been converted from Swiss Francs to U.S. dollars using the average of the monthly average exchange rates for 2023 (1.11369). |

  80. SUMMARY COMPENSATION TABLE

    | (c) For Messrs. Stubblefield, Jones and Bramwell, amounts represent the cost of providing financial planning services and the cost of providing an annual physical examination. For Messrs. Stone, Brophy and Szlosek, amounts represent the cost of providing financial planning services. For Mr. Vanderhaegen, amounts represent miscellaneous personal benefits, none of which individually exceeds $25,000 in value, including, the cost of providing an annual physical examination, access to a company car, internet and child allowances, all of which have been converted from Swiss Francs to U.S. dollars using the average of the monthly average exchange rates for 2023 (1.11369). |

  81. SUMMARY COMPENSATION TABLE

    | (7) Mr. Szlosek forfeited his stock and option award grants when he departed the company. |

  82. SUMMARY COMPENSATION TABLE

    | 56 2024 Proxy Statement | |

  83. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about equity and non-equity awards issued to our named executive officers in 2023.

  84. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated possible payments under Non-equity incentive plan awards(1) | | | Estimated possible payments under equity incentive plan awards(2) | | | All other Stock awards: number of shares of Stock or units (#)(3) | All other option awards: number of securities under- lying options (#) | Exercise or base price of option awards ($) | Grant date fair value of stock and option awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael Stubblefield | ICP | | 1,140,000 | 1,881,000 | 3,762,000 | — | — | — | — | — | — | — | | | PSUs | 02/24/2023 | — | — | — | 99,005 | 198,009 | 396,018 | — | — | — | 6,091,741 | | | NQ | 02/24/2023 | — | — | — | — | — | — | — | 239,915 | 24.62 | 2,437,053 | | | RSUs | 02/24/2023 | — | — | — | — | — | — | 99,004 | — | — | 2,437,478 | | R. Brent Jones | ICP | — | — | 191,667 | 575,001 | — | — | — | — | — | — | — | | | PSUs | 08/07/2023 | — | — | — | 61,717 | 123,434 | 246,868 | — | — | — | 2,817,998 | | | NQ | 08/07/2023 | — | — | — | — | — | — | — | 295,559 | 20.76 | 2,561,102 | | | RSUs | | — | — | — | — | — | — | — | — | — | — | | Randy Stone | ICP | — | — | 360,000 | 1,080,000 | — | — | — | — | — | — | — | | | PSUs | 04/16/2023 | — | — | — | 24,166 | 48,332 | 96,664 | — | — | — | 1,105,353 | | | NQ | 04/16/2023 | — | — | — | — | — | — | — | 252,238 | 20.69 | 1,999,997 | | | RSUs | 04/16/2023 | — | — | — | — | — | — | 48,332 | — | — | 999,989 | | Frederic Vanderhaegen(5) | ICP | — | — | 494,570 | 1,483,710 | — | — | — | — | — | — | — | | | PSUs | 02/24/2023 | — | — | — | 20,309 | 40,617 | 81,234 | — | — | — | 1,249,576 | | | NQ | 02/24/2023 | — | — | — | — | — | — | — | 49,215 | 24.62 | 499,925 | | | RSUs | 02/24/2023 | — | — | — | — | — | — | 20,308 | — | — | 499,983 | | James Bramwell | ICP | — | — | 400,000 | 1,200,000 | — | — | — | — | — | — | — | | | PSUs | 02/24/2023 | — | — | — | 20,309 | 40,617 | 81,234 | — | — | — | 1,249,576 | | | NQ | 02/24/2023 | — | — | — | — | — | — | — | 49,215 | 24.62 | 499,925 | | | RSUs | 02/24/2023 | — | — | — | — | — | — | 20,308 | — | — | 499,983 | | Gerard Brophy | ICP | — | — | 460,000 | 1,380,000 | — | — | — | — | — | — | — | | | PSUs | 02/24/2023 | — | — | — | 20,309 | 40,617 | 81,234 | — | — | — | 1,249,576 | | | NQ | 02/24/2023 | — | — | — | — | — | — | — | 49,215 | 24.62 | 499,925 | | | RSUs | 02/24/2023 | — | — | — | — | — | — | 20,308 | — | — | 499,983 | | Thomas Szlosek(6) | ICP | — | — | 900,000 | 2,700,000 | — | — | — | — | — | — | — | | | PSUs | 02/24/2023 | — | — | — | 22,340 | 44,679 | 89,358 | — | — | — | 1,374,543 | | | NQ | 02/24/2023 | — | — | — | — | — | — | — | 54,135 | 24.62 | 549,903 | | | RSUs | 02/24/2023 | — | — | — | — | — | — | 22,339 | — | — | 549,986 |

  85. Grants of Plan-Based Awards

    | (1) These columns reflect the potential payments under the ICP for 2023 performance including maximum achievement of the corporate targets and personal performance objectives, to the extent applicable. Further details regarding the 2023 ICP, including the corporate target and personal performance modifier are provided above under “Performance-based cash incentive compensation.” |

  86. Grants of Plan-Based Awards

    | (2) These share amounts represent the possible performance stock unit award payouts at various levels of attainment for the performance period beginning January 1, 2023 and ending December 31, 2025 issued pursuant to the 2019 Equity Incentive Plan. |

  87. Grants of Plan-Based Awards

    | (3) Represents RSUs issued pursuant to the 2019 Equity Incentive Plan. |

  88. Grants of Plan-Based Awards

    | (4) Amounts reflect the aggregate grant date fair value of non-qualified stock options, restricted stock units and performance stock units granted to our named executive officers in 2023 in accordance with Topic 718. For the assumptions used in determining the grant date fair value under Topic 718, please see footnote 3 to the Summary Compensation Table. These amounts do not correspond to the actual value that will be received by the named executive officer. |

  89. Grants of Plan-Based Awards

    | (5) The target and maximum amounts for Mr. Vanderhaegen are calculated based on the conversion of his 2022 base salary to U.S. dollars using the exchange rates described in footnote (1) to the Summary Compensation Table. |

  90. Grants of Plan-Based Awards

    | (6) Mr. Szlosek did not receive any payment under the 2023 ICP and forfeited his PSUs, options and RSUs when he departed the Company. |

  91. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2023

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2023

  92. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table provides information as of December 31, 2023, regarding the outstanding equity awards of our named executive officers under the 2019 Equity Incentive Plan, the Vail Holdco Corp Equity Incentive Plan (the “Vail Plan”) and Legacy Avantor Equity Plan. See “Long term incentive program” for more information.

  93. Outstanding Equity Awards at December 31, 2023

    | | | Option awards | | | | Stock awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable (1) | Option exercise price ($) | Option Date Expiration | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (#)(3) | | Michael Stubblefield | 09/30/2016 | 750,000 | — | 13.11 | 09/30/2026 | — | — | — | — | | | 12/13/2017 | 3,380,200 | — | 23.21 | 12/13/2027 | — | — | — | — | | | 02/20/2020 | 342,153 | 114,051 | 17.67 | 02/20/2030 | 35,370 | 807,497 | — | — | | | 02/25/2021 | 117,096 | 117,096 | 27.64 | 02/25/2031 | 36,180 | 825,989 | 289,436 | 6,607,824 | | | 02/23/2022 | 50,535 | 151,608 | 33.09 | 02/23/2032 | 52,414 | 1,196,612 | 279,540 | 6,381,898 | | | 02/24/2023 | — | 239,915 | 24.62 | 02/24/2033 | 99,004 | 2,260,261 | 396,018 | 9,041,091 | | R. Brent Jones | 08/07/2023 | — | 295,559 | 20.76 | 08/07/2033 | — | — | 246,868 | 5,635,996 | | Randy Stone | 04/16/2023 | — | 252,238 | 20.69 | 04/16/2033 | 48,332 | 1,103,420 | 96,664 | 2,206,839 | | Frederic Vanderhaegen | 10/08/2018 | 380,830 | — | 23.21 | 10/08/2028 | — | — | — | — | | | 01/02/2020 | 178,253 | — | 18.45 | 01/02/2030 | — | — | — | — | | | 02/20/2020 | 68,431 | 22,810 | 17.67 | 02/20/2030 | 7,074 | 161,499 | — | — | | | 02/25/2021 | 26,346 | 26,347 | 27.64 | 02/25/2031 | 8,141 | 185,859 | 65,124 | 1,486,781 | | | 02/23/2022 | 10,927 | 32,781 | 33.09 | 02/23/2032 | 11,333 | 258,732 | 60,440 | 1,379,845 | | | 02/24/2023 | — | 49,215 | 24.62 | 02/24/2033 | 20,308 | 463,632 | 81,234 | 1,854,572 | | James Bramwell | 12/13/2017 | 270,415 | — | 23.21 | 12/13/2027 | — | — | — | — | | | 02/20/2020 | 27,372 | 9,124 | 17.67 | 02/20/2030 | 2,829 | 64,586 | — | — | | | 02/25/2021 | 8,782 | 8,782 | 27.64 | 02/25/2031 | 2,714 | 61,961 | 21,708 | 495,594 | | | 02/23/2022 | 4,370 | 13,113 | 33.09 | 02/23/2032 | 4,533 | 103,488 | 24,176 | 551,938 | | | 02/24/2023 | — | 49,215 | 24.62 | 02/24/2033 | 20,308 | 463,632 | 81,234 | 1,854,572 | | Gerard Brophy | 07/30/2018 | 81,125 | — | 23.21 | 07/30/2028 | — | — | — | — | | | 01/02/2020 | 59,417 | — | 18.45 | 01/02/2030 | — | — | — | — | | | 02/20/2020 | 39,538 | 19,768 | 17.67 | 02/20/2030 | 6,131 | 139,971 | — | — | | | 02/25/2021 | 26,346 | 26,347 | 27.64 | 02/25/2031 | 8,141 | 185,859 | 65,124 | 1,486,781 | | | 02/23/2022 | 10,927 | 32,781 | 33.09 | 02/23/2032 | 11,333 | 258,732 | 60,440 | 1,379,845 | | | 02/24/2023 | — | 49,215 | 24.62 | 02/24/2033 | 20,308 | 463,632 | 81,234 | 1,854,572 | | Thomas Szlosek | 12/03/2018 | 1,352,080 | — | 23.21 | 12/03/2028 | — | — | — | — |

  94. Outstanding Equity Awards at December 31, 2023

    | (1) The stock options granted in February 2020 and thereafter vest at a rate of 25% per year on each anniversary of the date of grant and the stock options granted on January 2, 2020, vest at a rate of one-third per year on each anniversary of the date of grant, in each case, subject to the named executive officer’s continued employment through such date. |

  95. Outstanding Equity Awards at December 31, 2023

    | (2) Restricted stock units vest at a rate of 25% per year on each anniversary of the date of grant with the exception of the restricted stock units granted on January 2, 2020, which vest at a rate of one-third per year on each anniversary of the date of grant, in each case, subject to the named executive officer’s continued employment through such date. |

  96. Outstanding Equity Awards at December 31, 2023

    | (3) Market value is calculated based on the closing price of Avantor’s Common Stock on December 29, 2023 as reported on the NYSE ($22.83 per share). |

  97. Outstanding Equity Awards at December 31, 2023

    | (4) Represents the number of PSUs at maximum level attainment. PSUs cliff-vest, if at all, subject to attainment of the applicable performance metrics at the end of the three-year performance period. |

  98. Outstanding Equity Awards at December 31, 2023

    | | 2024 Proxy Statement 59 |

  99. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth the value realized upon exercise of stock options and vesting of restricted stock units during fiscal year 2023 by each of the named executive officers.

  100. Options Exercised and Stock Vested

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting | Value realized on vesting ($)(2) | | Michael Stubblefield | — | — | 544,414 | 12,154,212 | | R. Brent Jones | — | — | — | — | | Randy Stone | — | — | — | — | | Frederic Vanderhaegen | — | — | 116,972 | 2,612,714 | | James Bramwell | — | — | 55,722 | 1,219,229 | | Gerard Brophy | — | — | 110,067 | 2,447,081 | | Thomas Szlosek | 304,933 | 1,000,866 | 139,362 | 3,110,451 |

  101. Options Exercised and Stock Vested

    | (1) Value realized on exercise is based on the fair market value of Avantor’s Common Stock on the date of exercise minus the exercise price and does not necessarily reflect cash actually received by the named executive officer. |

  102. Options Exercised and Stock Vested

    | (2) Value realized on vesting is based on the fair market value of Avantor’s Common Stock on the date of vesting before tax withholding and does not necessarily reflect cash actually received by the named executive officer. |

  103. Pension Benefits

    Pension Benefits

  104. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table describes the potential payments and benefits that would have been payable to our named executive officers assuming an eligible termination (as described above under “Termination and change in control arrangements”) of their employment on December 29, 2023, the last business day of 2023, and a change in control also occurring on such date. The amounts shown in the table below do not include:

  105. Potential Payments upon Termination or Change in Control

    | • | payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers; or |

  106. Potential Payments upon Termination or Change in Control

    | • | distributions of previously vested plan balances under the Savings Plan and the SSRP (see the “Supplemental Savings Retirement Plan” section above for information about the SSRP). |

  107. Potential Payments upon Termination or Change in Control

    | | | | Change in control(3) | | | Name | Involuntary termination without cause ($)(1) | Termination due to death or disability ($)(2) | Without termination | With involuntary termination without cause or resignation for good reason($) | | Michael Stubblefield | | | | | | Cash severance | 2,280,000 | — | — | 3,420,000 | | Annual cash incentive | 1,881,000 | — | — | 5,643,000 | | Equity awards (continued or accelerated vesting)(5) | — | — | 16,694,269 | 16,694,269 | | Estimated health & welfare benefits | 34,854 | — | — | 52,281 | | Total | 4,195,854 | — | 16,694,269 | 25,809,550 | | R. Brent Jones | | | | | | Cash severance | 575,000 | — | — | 862,500 | | Annual cash incentive | 460,000 | — | — | 690,000 | | Equity awards (continued or accelerated vesting)(5) | — | — | 3,429,805 | 3,429,805 | | Estimated health & welfare benefits | 4,916 | — | — | 7,374 | | Total | 1,039,916 | — | 3,429,805 | 4,989,679 | | Randy Stone | | | | | | Cash severance | 600,000 | — | — | 900,000 | | Annual cash incentive | 480,000 | — | — | 720,000 | | Equity awards (continued or accelerated vesting)(5) | — | — | 2,746,628 | 2,746,628 | | Estimated health & welfare benefits | — | — | — | — | | Total | 1,080,000 | — | 2,746,628 | 4,366,628 | | Frederic Vanderhaegen | | | | | | Cash severance | 618,212 | — | — | 927,319 | | Annual cash incentive | 494,570 | — | — | 741,855 | | Equity awards (continued or accelerated vesting)(5) | — | — | 3,548,021 | 3,548,021 | | Estimated health & welfare benefits | | — | — | | | Total | 1,112,782 | — | 3,548,021 | 5,217,195 | | James Bramwell | | | | | | Cash severance | 500,000 | — | — | 750,000 | | Annual cash incentive | 400,000 | — | — | 600,000 | | Equity awards (continued or accelerated vesting)(5) | — | — | 2,191,799 | 2,191,799 | | Estimated health & welfare benefits | 17,708 | — | — | 26,561 | | Total | 917,708 | — | 2,191,799 | 3,568,360 | | Gerard Brophy | | | | | | Cash Severance | 600,000 | | — | 900,000 | | Annual Cash Incentive | 900,000 | | — | 1,350,000 | | Equity Awards (continued or accelerated vesting)(5) | — | | 3,510,796 | 3,510,796 | | Estimated health & welfare benefits | 15,504 | | — | 23,256 | | Total | 1,515,504 | | 3,510,796 | 5,784,052 |

  108. Potential Payments upon Termination or Change in Control

    | | 2024 Proxy Statement 63 |

  109. Potential Payments upon Termination or Change in Control

    | (1) Upon termination without “cause” (as such term is defined in the Stubblefield Agreement or the Employment Letter Agreements, as applicable), (i) Mr. Stubblefield is generally entitled to (a) two times the sum of his then current base salary payable in equal installments over the 24-month period following termination, (b) one times his target bonus for the year in which the termination occurs payable in equal installments over the 12-month period following termination and (c) continued health benefits for up to 24 months following termination, (ii) Messrs. Jones, Stone, Vanderhaegen, Bramwell, and Brophy are generally entitled to one times the sum of (x) his then current base salary plus (y) his target bonus for the year (prorated for the year of termination in which termination occurs, payable in equal installments over the 12-month period following termination, and Messrs. Jones, Stone, Bramwell, and Brophy are entitled to continued health benefits for up to 12 months following termination (Mr. Stone waived his benefits in 2023). Mr. Stubblefield is entitled to the same payments and benefits upon a termination by him for “good reason” (as such term is defined in the Stubblefield Agreement). |

  110. Potential Payments upon Termination or Change in Control

    | (2) Upon termination by reason of death, the named executive officer’s beneficiary or estate, as applicable, will be entitled to receive compensation and benefits accrued prior to the death. Upon termination by reason of disability, the named executive officer will be entitled to receive compensation and benefits accrued prior to the disability. |

  111. Potential Payments upon Termination or Change in Control

    | (3) Upon an involuntary termination within two years of a change in control or a resignation for “good reason” (such good reason termination within two years of a change in control) (as each such term is defined in the Stubblefield Agreement or the EVP Employment Agreements, as applicable), (i) Mr. Stubblefield, is generally entitled to (a) three times the sum of his then current base salary plus target bonus for the year in which the termination or resignation occurs payable in equal installments over the 36-month period following termination and (b) continued health benefits for up to 36 months following termination; and (ii) Messrs. Jones, Stone, Vanderhaegen, Bramwell, and Brophy are generally entitled one and a half times the sum of (x) the executive’s then current base salary plus (y) his target bonus for the year in which termination or resignation occurs, payable in equal installments over the 12-month period following termination, and Messrs. Jones, Stone, Bramwell, and Brophy are entitled to continued health benefits for up to 18 months following termination (Mr. Stone waived his benefits in 2023). The Stubblefield Agreement provides that if any payments or benefits to which he becomes entitled would be considered “excess parachute payments” under Section 280G of the Code, then the amount of such payments will be reduced to avoid such characterization and the resulting excise taxes if such reduction in payments will put Mr. Stubblefield in a better net after tax position. The amount above reflects no reduction of payments. |

  112. Potential Payments upon Termination or Change in Control

    | (4) The cash severance and annual cash incentive amounts for Mr. Vanderhaegen have been converted from Swiss Francs to U.S. dollars using the average of the monthly average exchange rates for 2023 (1.11369). |

  113. Potential Payments upon Termination or Change in Control

    | (5) Represents the value of all performance stock units, unvested stock options and restricted stock units issued by the Company that would vest upon a change in control and assumes a change in control price of $22.83, which was the closing price of Avantor’s common stock as reported on the NYSE on December 29, 2023. ‘Double-trigger’ change in control vesting provisions were adopted in 2024 for all equity awards. |

  114. CEO PAY RATIO

    CEO PAY RATIO In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (other than the CEO). Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions, and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we report. The required disclosure is presented as follows:

  115. CEO PAY RATIO

    | Median Employee Total Annual Compensation: | $49,419 | | CEO Total Annual Compensation: | $12,338,767 | | Ratio of CEO Pay to Median Employee Compensation: | 250:1 |

  116. CEO PAY RATIO

    Because we did not experience any material changes to our employee population or changes in employee compensation arrangements during 2023, in accordance with SEC rules, we believe it is reasonable to use the median employee identified and reported in 2021 for purposes of calculating the pay ratio disclosure with respect to 2023 and that using this median employee will not significantly affect our pay ratio disclosure.

  117. CEO PAY RATIO

    | 64 2024 Proxy Statement | |

  118. CEO PAY RATIO

    Equity Compensation Plans The following table provides information as of December 31, 2023 regarding the number of shares of our common stock that may be issued under our equity compensation plans:

  119. CEO PAY RATIO

    | Plan Category | Number of Securities to be issued upon Exercise of Outstanding Options, Warrants and Rights (Millions)(#)(a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)(b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan (Excluding Securities Reflected in Column(a)) (Millions)(#)(c) | | Equity Compensation Plans Approved by Security Holders | 20.4(1) | 21.37 | 32.4(2) | | Equity Compensation Plans Not Approved by Security Holders | — | — | — | | Total | 20.4 | 21.37 | 32.4 |

  120. CEO PAY RATIO

    | (1) The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 8.0 million options issuable pursuant to outstanding equity awards under the Avantor, Inc. 2019 Equity Incentive Plan. The weighted-average exercise price of such options is $21.77. It also includes 7.1 million shares issuable pursuant to outstanding equity awards under the Vail Holdco Equity Incentive Plan. The weighted-average exercise price of such options is $23.21. It also includes 1.3 million shares issuable pursuant to outstanding equity awards under the Avantor Funding, Inc. 2016 Equity Incentive Plan. The weighted-average exercise price of such options is $8.89. Reflects the weighted average exercise price of stock options only. As restricted stock unit awards have no exercise price, they are excluded from the weighted average exercise price calculation set forth in column (b). |

  121. CEO PAY RATIO

    | (2) The number of securities remaining available for issuance includes 31.1 million shares that can be issued pursuant to future awards under the 2019 Equity Incentive Plan as well as 1.3 million shares that can be issued pursuant to the Avantor, Inc. 2019 Employee Stock Purchase Plan. The maximum number of shares that may be granted under the 2019 Equity Incentive Plan is 23,500,000 shares without giving effect to any “evergreen” increase, pursuant to which such “Absolute Share Limit” is automatically increased on the first day of each fiscal year through 2029 in an amount equal to the lower of (x) 1% of the total number of shares outstanding on the last day of the immediately preceding fiscal year and (y) a lower number of shares determined by the Board of Directors. |

  122. CEO PAY RATIO

    | | 2024 Proxy Statement 65 |

  123. CEO PAY RATIO

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

  124. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    PAY VERSUS PERFORMANCE DISCLOSURE TABLE The following table sets forth the compensation for our PEO and the average compensation for our Non-PEO NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the compensation actually paid (“CAP”) to such individuals, as defined under SEC rules, for each of 2023, 2022, 2021 and 2020. The table also provides information on our cumulative total stockholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Adjusted EBITDA over such years in accordance with SEC rules.

  125. Pay Versus Performance Table

    Pay Versus Performance Table

  126. Pay Versus Performance Table

    | Year | Summary Compensation on Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (4) (millions) | Company Selected Measure (Adjusted EBITDA) (5) (millions) | | | | | | | Avantor Total Stockholder Return (3) | Peer Group Total Stockholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $12,338,767 | $8,925,771 | $3,683,836 | $2,493,597 | $125.79 | $143.18 | $321.1 | $1309.1 | | 2022 | $10,831,766 | $(28,632,167) | $2,553,081 | $(7,183,678) | $116.20 | $140.29 | $686.5 | $1,570.7 | | 2021 | $13,260,913 | $45,709,309 | $3,538,486 | $12,019,256 | $232.18 | $143.09 | $572.6 | $1,458.6 | | 2020 | $11,257,062 | $33,997,170 | $4,588,288 | $10,679,332 | $155.10 | $113.45 | $116.6 | $1,141.6 |

  127. Pay Versus Performance Table

    Notes:

  128. Pay Versus Performance Table

    | (1) Compensation for our PEO, Michael Stubblefield, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for our non-PEO NEOs included: (a) for 2023, R. Brent Jones, Randy Stone, James Bramwell, Frederic Vanderhaegen, Gerard Brophy and Thomas Szlosek; (b) for 2022 and 2021, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Sheri Lewis; and (c) for 2020, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Michael Wondrasch. |

  129. Pay Versus Performance Table

    | (2) Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the tables below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our other Non-PEO NEOs during the applicable year. For additional information regarding the decisions made by our Compensation and Human Resources Committee in regard to the PEO’s and our other Non-PEO NEOs’ compensation for fiscal year 2023, refer to “Compensation Discussion and Analysis – Compensation Philosophy & Objectives – How We Make Compensation Decisions.” |

  130. Pay Versus Performance Table

    | 66 2024 Proxy Statement | |

  131. Pay Versus Performance Table

    PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation:

  132. Pay Versus Performance Table

    | PEO: Michael Stubblefield | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in SCT | $12,338,767 | $10,831,766 | $13,260,913 | $11,257,062 | | Subtract change in the actuarial present value of pension benefits | $(7,895) | $— | $(5,342) | $(6,272) | | Add service cost of pension benefits | $2,684 | $3,421 | $3,388 | $2,875 | | Subtract grant date fair value of equity awards granted during covered year reported in SCT | $(10,966,272) | $(9,684,956) | $(8,633,149) | $(7,313,957) | | Add fair value of equity compensation granted in current year – value at year-end | $7,305,449 | $3,260,458 | $18,576,571 | $16,957,180 | | Add dividends accrued on unvested shares/share units | — | $— | $— | $— | | Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $(921,458) | $(28,816,798) | $17,291,985 | $10,226,909 | | Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $1,174,497 | $(4,226,057) | $5,214,944 | $2,873,373 | | Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | — | $— | $— | $— | | Compensation Actually Paid to PEO | $8,925,771 | $(28,632,167) | $45,709,309 | $33,997,170 |

  133. Relationship between Compensation Actually Paid and Company Performance

    Relationship between Compensation Actually Paid and Company Performance

  134. Compensation Actually Paid vs. Total Stockholder Return

    Compensation Actually Paid vs. Total Stockholder Return As shown in the chart below, the PEO and other NEOs’ CAP amounts are aligned with our TSR. Our higher TSR in 2020 and 2021 (both on an absolute basis and relative to the S&P 500 Health Care Index) directionally aligned with higher CAP for the PEO and NEOs, while weaker performance resulted in negative CAP in 2022 and lower CAP in 2023.

  135. Compensation Actually Paid vs. Total Stockholder Return

    | (a) Total stockholder return in the above chart, in the case of both the Company and our peer group as noted in footnote 3 of the above Pay versus Performance Table, reflects the cumulative return of $100 as if invested on December 31, 2019, calculated in accordance with Item 201(e) of Regulation S-K. |

  136. Compensation Actually Paid vs. Total Stockholder Return

    | 68 2024 Proxy Statement | |

  137. Compensation Actually Paid vs. Net Income

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

  138. Compensation Actually Paid vs. Company Selected Measure

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

  139. Compensation Actually Paid vs. Company Selected Measure

    | | 2024 Proxy Statement 69 |

  140. Compensation Actually Paid vs. Company Selected Measure

    Householding of Proxy Materials SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting the Corporate Secretary: Avantor Inc., Corporate Secretary’s Office, Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.

  141. Compensation Actually Paid vs. Company Selected Measure

    | 70 2024 Proxy Statement | |

  142. Compensation Actually Paid vs. Company Selected Measure

    Questions and Answers About the Meeting and Voting

  143. Compensation Actually Paid vs. Company Selected Measure

    | 1. | How do I attend the 2024 Annual Meeting? | | | This year’s Annual Meeting will again be a virtual meeting, conducted via live audio webcast on the Internet. Stockholders of record as of March 15, 2024, will be able to attend and participate in the Annual Meeting online vote and submit questions during the Annual Meeting by accessing www.virtualshareholdermeeting.com/AVTR2024. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. If you are a beneficial owner, you are also invited to attend and participate in the Annual Meeting online. | | | Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting. | | | Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m., Eastern Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time. Log in Instructions. To attend the online Annual Meeting, log in at www.virtualshareholdermeeting.com/AVTR2024. Stockholders of record will need to enter the 16-digit control number appearing on their Notice of Internet Availability of Proxy Materials or proxy card. If you are a beneficial stockholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number. If you do not have a control number, you may still attend the meeting as a guest in listen-only mode. | | | Submitting Questions at the virtual Annual Meeting. As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting’s Rules of Conduct that are pertinent to the Company and meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. | | | Technical Assistance. Beginning 30 minutes prior to the start of and during the virtual Annual Meeting, we will have support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. | | | If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page. | | 2. | Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? | | | In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials, including this proxy statement and our Annual Report, by providing access to such documents on the Internet. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, commencing on or about March 29, 2024, a Notice of Internet Availability of Proxy Materials (the “Notice”) was sent to most of our stockholders which will instruct you how to access and review the proxy materials on the Internet. The Notice also instructs you to submit your proxy via the Internet. If you would like to receive a paper or email copy of our proxy materials, please follow the instructions for requesting such materials in the Notice. |

  144. Compensation Actually Paid vs. Company Selected Measure

    | | 2024 Proxy Statement 71 |

  145. Compensation Actually Paid vs. Company Selected Measure

    | 3. | Who is entitled to vote and how many votes do I have? | | | If you were a stockholder of record of Avantor common stock, par value $0.01 per share (the “common stock”), at the close of business on March 15, 2024, you are eligible to vote at the Annual Meeting. For each matter presented for vote, you have one vote for each share you own. | | 4. | What is the difference between holding shares as a stockholder of record/registered stockholder and as a beneficial owner of shares? | | | Stockholder of Record or Registered Stockholder. If your shares of common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered a “stockholder of record” or a “registered Stockholder” of those shares. | | | Beneficial Owner of Shares. If your shares are held in an account at a bank, brokerage firm or other similar organization, including shares purchased through our employee stock purchase plan, then you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials from the bank, brokerage firm or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm or similar organization as to how to vote the shares held in your account. | | 5. | How do I vote if I am a stockholder of record? | | | By Telephone or Internet. All stockholders of record can vote by touchtone telephone within the United States, U.S. territories and Canada, using the toll-free telephone number on the proxy card, or through the Internet, using the procedures and instructions described on the proxy card. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been recorded properly. | | | By Written Proxy. All stockholders of record can also vote by written proxy card. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Board of Directors. | | | Online During the Meeting. All stockholders of record may vote during the virtual Annual Meeting by visiting the Annual Meeting website at www.virtualshareholdermeeting.com/AVTR2024 and entering their control number listed on their proxy card. See “How do I attend the 2024 Annual Meeting?” above. | | | Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting. | | 6. | How do I vote if I am a beneficial owner of shares? | | | Your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting (except on the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2024), unless you provide specific instructions by completing and returning the voting instruction form from your broker, bank or other financial institution or following the instructions provided to you for voting your shares via telephone or the Internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the Annual Meeting. In order to be able to vote your shares at the meeting, you must obtain a legal proxy from that entity and register in advance of the Annual Meeting. See “How do I attend the 2024 Annual Meeting?” above. |

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  147. Compensation Actually Paid vs. Company Selected Measure

    | 7. | Who can attend the Annual Meeting? | | | Stockholders of record as of March 15, 2024, will be able to attend and participate in the Annual Meeting online, vote and submit questions during the Annual Meeting by accessing www.virtualshareholdermeeting.com/AVTR2024. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. If you are a beneficial owner, you are also invited to attend and participate in the Annual Meeting online. See “How do I attend the 2024 Annual Meeting?” above. If you do not comply with the procedures outlined above, you will not be admitted to the virtual Annual Meeting. | | | Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting. | | 8. | Can I revoke my proxy or change my vote? | | | You may revoke your proxy at any time before it is actually voted at the Annual Meeting by any of the following: | | | • Delivering written notice of revocation to our Secretary at Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087 by 11:59 p.m. EDT on May 8, 2024; | | | • Submitting a later dated proxy by 11:59 p.m. on May 8, 2024; or | | | • Attending the Annual Meeting online and voting by following the instructions at www.virtualshareholdermeeting.com/AVTR2024. | | | Your attendance at the Annual Meeting online will not, by itself, constitute revocation of your proxy. You may also be represented by another person present in attendance online at the Annual Meeting by executing a form of proxy designating that person to act on your behalf. Shares may only be voted by or on behalf of the record holder of shares as indicated in our stock transfer records. If you are a beneficial stockholder but your shares are held of record by another person, such as a stock brokerage firm or bank, that person must vote the shares as the record holder in accordance with the beneficial holder’s instructions. | | 9. | Is my vote confidential? | | | Yes. Proxy cards, ballots and voting tabulations that identify stockholders are kept confidential, except: | | | • as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company; | | | • in the case of a contested proxy solicitation; | | | • if a stockholder makes a written comment on the proxy card or otherwise communicates their vote to management; or | | | • to allow the independent inspector of election to certify the results of the vote. | | | Broadridge Investor Communication Solutions, the independent proxy tabulator used by Avantor, counts the votes and acts as the judge of election for the meeting. | | 10. | What is a broker non-vote? | | | A “broker non-vote” occurs when a broker submits a proxy for the meeting with respect to a routine proposal but does not vote on non-routine proposals because the beneficial owner did not provide voting instructions on those matters. Under NYSE rules, the proposal to ratify the appointment of an independent registered public accounting firm (Item 3) is considered a “routine” proposal. This means that brokerage firms may vote in their discretion on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before the date of the Annual Meeting. In contrast, all of the other proposals set forth in this proxy statement are “non-routine”—brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals. |

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  149. Compensation Actually Paid vs. Company Selected Measure

    | 11. | What constitutes a “quorum” for the meeting? | | | A quorum consists of a majority of the voting power of the issued and outstanding shares entitled to vote at the meeting, present in person or represented by proxy. A quorum is necessary to conduct business at the Annual Meeting. You are part of the quorum if you have voted by proxy. Abstentions and shares represented by “broker non-votes” that are present and entitled to vote at the meeting are counted for purposes of determining a quorum. If you vote to abstain on one or more proposals, your shares will be counted as present for purposes of determining the presence of a quorum unless you vote to abstain on all proposals. | | 12. | What is the voting requirement to approve each of the proposals, and how are votes counted? | | | At the close of business on March 15, 2024, Avantor had 679,174,353 shares of common stock (excluding treasury shares) outstanding. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. Treasury shares are not voted. | | | Item 1: Election of nine director nominees to serve one-year terms expiring in 2025. A majority of the votes cast with respect to that director’s election is required to elect each nominee named herein, which means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election. If any incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, our bylaws require that such person offer to tender their resignation to the Board and that the Nominating and Governance Committee make a recommendation to the Board on whether to accept or reject such resignation or whether other action should be taken. Abstentions and broker non-votes will have no effect on the outcome of the proposal for the election of nine director nominees. | | | Item 2: Amendments to our Certificate of Incorporation to provide for officer exculpation in accordance with changes to Delaware law, and to make certain other immaterial changes. The affirmative vote of a majority of the voting power of the outstanding common stock entitled to vote thereon is required to adopt the amendments. Abstentions and broker non-votes will be counted as present and entitled to vote on the proposal and will have the effect of a negative vote. | | | Item 3: Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. The affirmative vote of a majority of the voting power of the common stock present in person or represented by proxy and entitled to vote thereon is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the effect of a negative vote. We do not expect there to be any broker non-votes with respect to the proposal. | | | Item 4: Advisory approval of named executive officer compensation. The affirmative vote of a majority of the voting power of the common stock present in person or represented by proxy and entitled to vote thereon is required to approve, on an advisory, non-binding basis, the compensation paid to our named executive officers. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the effect of a negative vote. Broker non-votes will be counted as present for purposes of determining whether there is a quorum but will have no effect on the outcome of the proposal. | | 13. | Who pays for the solicitation of proxies? | | | We will pay the cost of soliciting proxies. We have hired D.F. King & Co to solicit proxies for this meeting and we will pay their fees of $12,500 plus out of pocket costs. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. |

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  151. Compensation Actually Paid vs. Company Selected Measure

    | 14. | May I propose actions for consideration at the 2025 annual meeting of stockholders or nominate individuals to serve as directors? | | | Stockholder Proposals. To be eligible for inclusion in the proxy statement, for our 2025 Annual Meeting of Stockholders, under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act), a proposal must be received by our Secretary on or before November 29, 2024. The proposal should be mailed by certified mail return receipt requested to our Corporate Secretary’s Office, Avantor, Inc., 100 Matsonford Road, Building One, Suite 200, Radnor, PA 19087. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. To make a director nomination or present other business for consideration at our 2025 Annual Meeting of Stockholders that will not be included in the proxy statement, you must submit a timely notice in accordance with the procedures described in our bylaws. To be timely, a stockholder’s notice must be delivered to the Secretary not less than 90 days or more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our 2025 Annual Meeting, such a proposal must be received on or after January 9, 2025, but not later than February 8, 2025. In the event that the date of the Annual Meeting of Stockholders to be held in 2025 is advanced by more than 30 days, or delayed by more than 30 days, from the anniversary date of this year’s Annual Meeting of Stockholders, such notice by the stockholder must be so received no earlier than 120 days prior to the Annual Meeting of Stockholders to be held in 2025 and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our bylaws. Proxy Access Stockholder Proposals. Pursuant to our proxy access bylaw provision, a stockholder, or a group of up to 20 stockholders, that has continuously owned for three years at least 3% of our outstanding common shares, may nominate and include in the annual meeting proxy materials up to the greater of two directors or 20% of the number of directors serving on the Board, if the stockholder(s) and the nominee(s) meet the requirements specified in our bylaws. Notice of director nominations submitted under the proxy access bylaw provision for the 2025 Annual Meeting of Stockholders must be received by the Corporate Secretary no earlier than October 30, 2024 and no later than November 29, 2024. Further, if you intend to nominate a director and solicit proxies in support of such director nominee(s) (other than the Company’s nominees) at the 2025 Annual Meeting of Stockholders in reliance on Rule 14a-19, in addition to the requirements set forth in the Company’s Bylaws, you must also comply with the additional requirements of Rule 14a-19. | | 15. | How may I obtain a copy of Avantor’s Annual Report on Form 10-K? | | | We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, please go to our website (www.avantorsciences.com). Copies of our Annual Report on Form 10-K for the year ended December 31, 2023, including financial statements thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to: Investor Relations Avantor, Inc. Radnor Corporate Center, Building One, Suite 200 100 Matsonford Road Radnor, PA 19087 |

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    Other Business The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgement. Discretionary authority for them to do so is provided for in the proxy card. March 29, 2024 Claudius O. Sokenu Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary

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    Appendix A

  156. BOARD OF DIRECTORS

    BOARD OF DIRECTORS A. Except as otherwise provided in this ThirdFourth Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors and except as set forth in the terms of (i) the Stockholders Agreement of the Corporation, dated as of November 21, 2017 (as the same was amended on March 15, 2018, and as may be further amended, supplemented, restated or otherwise modified from time to time, the “Stockholders Agreement”), by and among the Corporation, certain affiliates of New Mountain Capital, LLC (together with its affiliates and subsidiaries and its and their successors and assigns (other than the Corporation and its subsidiaries), collectively, “NMC”), Broad Street Principal Investments, L.L.C. (“BSPI”), NuSil, LLC, NuSil 2.0 LLC, Galvaude Private Investments, Inc. and each of the other stockholders of the Corporation party thereto and (ii) the Investor Rights Agreement, dated as of May 21, 2019 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Investor Rights Agreement”), by and between the Corporation and New Mountain Partners III, L.P., an affiliate of NMC, the total number of directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors. The directors (other than those directors elected bySubject to the rights of the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall initially be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders following the date the Common Stock is first publicly traded (the “IPO Date”), Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the IPO Date and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the IPO Date. At the first and second annual meetings of stockholders following the IPO Date, successors to the class of directors whose term expires at that annual meeting shall be elected for a term expiring at the third annual meeting of stockholders following the IPO Date. From and after the third annual meeting of stockholders following the IPO Date, directors shall constitute one class and be elected for a term expiring at the next annual meeting of stockholders. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Subject to the terms of the Stockholders Agreement and the Investor Rights Agreement (including, without limitation, provisions thereof relating to the rights of the parties thereto to nominate individuals for election to the Board of Directors), any such director shall hold office until the annual meeting at which his or her term expires and until his or her to elect directors, each director shall hold office until the next annual meeting of stockholders and until such director’s successor shall be duly elected and qualified, or his or heruntil such director’s earlier death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office prior to the IPO Date to their respective class.

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  158. BOARD OF DIRECTORS

    B. Any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosenannual meeting of stockholders and until his or hersuch director’s successor shall be duly elected and qualified, or until his or hersuch director’s earlier death, resignation, retirement, disqualification or removal. C. Subject [to rights granted to BSPI under the Stockholders Agreement and to rights granted to NMC under the Investor Rights Agreement, anyAny or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time either with or without cause by the affirmative vote of the holders of at least 66 2/3% inof the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class. D. Elections of directors need not be by written ballot unless the Bylaws shall so provide. E. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or hersuch director’s earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.