DEF 14A of Avantor, Inc., Mar 27, 2026

DEF 14A of Avantor, Inc.

Filed Mar 27, 2026 · FY20250001628280-26-021572

Open on EDGAR

  1. Important Notice Regarding the Availability of Proxy Materials for the Stockholder

    | Executive Compensation Tables | 66 | | Summary Compensation Table | 66 | | CEO Pay Ratio | 77 | | Equity Compensation Plans | 78 | | Pay Versus Performance Disclosure | 79 | | Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm | 83 | | Report of the Audit and Finance Committee | 84 | | Audit and Non-audit Fees | 85 | | Pre-approval Policy for Auditor Services | 85 | | Questions and Answers About the Meeting and Voting | 86 | | Other Business | 91 | | Appendix A: Non-GAAP Financial Measurements | 92 |

  2. Board Nominees

    Board Nominees Avantor’s Board of Directors currently has twelve members. Juan Andres, John Carethers and Lan Kang, current members of the Board of Directors, will not stand for re-election at the Annual Meeting in order to focus on other business and personal interests. In connection with the decisions of Messrs. Andres and Carethers and Ms. Kang to not stand for reelection, the Board has determined to reduce its size from twelve members to nine. All director nominees currently serve on the Board and will be elected for a one-year term expiring at the next annual meeting of stockholders. The following table provides summary information about each director nominee standing for re-election at the Annual Meeting.

  3. Board Nominees

    | Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | | Simon Dingemans | 62 | 2026 | Former Chief Financial Officer of GlaxoSmithKline plc | Yes | Audit & Finance | | Emmanuel Ligner | 55 | 2025 | President and Chief Executive Officer, Avantor, Inc. | No | | | Gregory Lucier | 61 | 2025 | Executive Chairman and CEO of Corza Medical | Yes | Compensation & Human Resources Nominating & Governance (Chair) | | Dame Louise Makin | 65 | 2024 | Chair, Halma plc | Yes | Audit & Finance Nominating & Governance | | Joseph Massaro | 56 | 2021 | Vice Chair and President, Engineered Components, Aptiv PLC | Yes | Audit & Finance (Chair) Nominating & Governance | | Sanjeev Mehra | 67 | 2025 | Co-Founder and Managing Partner, Periphas Capital LP | Yes | Audit & Finance Compensation & Human Resources | | Mala Murthy | 62 | 2021 | Chief Financial Officer, TriNet Group, Inc. | Yes | Audit & Finance | | Michael Severino, M.D. | 60 | 2020 | Chief Executive Officer, Tessera Therapeutics | Yes | Compensation & Human Resources (Chair) Science & Technology | | Gregory Summe Chairman | 68 | 2020 | Managing Partner, Glen Capital Partners | Yes | Compensation & Human Resources Nominating & Governance |

  4. Our Compensation Objectives

    | WHAT WE HAVE | | Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance Long-term objectives aligned with the creation of stockholder value Market comparison of executive compensation against a relevant peer group Robust stock ownership guidelines Use of an independent compensation consultant reporting directly to the Compensation and Human Resources Committee Compensation recovery “clawback” policy for our annual cash-based incentive and all equity-based long-term incentive programs, including time- based equity awards An additional Dodd-Frank compliant compensation recovery “clawback” policy applicable to current and former executive officers in the event of a financial restatement Regular engagement with our stockholders and implementation of enhancements based on feedback received ‘Double-trigger’ change-in-control vesting provision |

  5. Our Compensation Objectives

    | WHAT WE DON’T HAVE | | Hedging or short sales of Company stock, or pledging of Company stock Option grants below 100% fair market value Excessive cash severance benefits upon a change of control Excessive perquisites or benefits to executives Repricing of underwater stock options under our long-term incentive plan Tax gross-ups of perquisites or 280G excise taxes (except as applicable to management employees generally in connection with relocation or expatriate assignments) Payment of unearned dividends prior to vesting |

  6. Our Compensation Mix

    Our Compensation Mix A large portion of compensation for our senior executives is variable and covers annual and multi-year performance periods. Long-term awards in the form of performance stock units, stock options, and restricted stock units are designed to align executives’ interests with Avantor’s long-term performance.

  7. Our Compensation Mix

    | CEO(1) | AVERAGE OTHER NEOs(2) | | | |

  8. Our Compensation Mix

    (1)Reflects annualized base salary, target short-term incentive and 2026 target long-term incentive for Emmanuel Ligner. (2)Reflects average annualized base salary, target short-term incentive and target long-term incentive for named executive officers employed on December 31, 2025.

  9. Our Compensation Mix

    | | 11 |

  10. Our Compensation Mix

    | PROPOSAL NO. 1 Election of Directors | | VOTE “FOR” | | | The Board of Directors unanimously recommends a vote “FOR” the election of each of the directors listed below to the Board for a one-year term expiring at the 2027 annual meeting of stockholders. | |

  11. Our Compensation Mix

    At this Annual Meeting, all directors will be elected for a one-year term that will expire at our next annual meeting of stockholders. Our Board currently has twelve members. Nine of our directors are standing for election at the Annual Meeting. Juan Andres, a director since 2019, John Carethers, a director since 2021, and Lan Kang, a director since 2021, will not stand for re-election in order to focus on other business and personal interests. The biographies below describe the business experience of each director nominee standing for re-election. We also identify the specific experience and qualifications of each nominee that strengthen the Board of Directors as a group. In considering the director nominees for election at the Annual Meeting, the Nominating and Governance Committee assessed each nominee’s contributions in the context of the Board evaluation process and other perceived needs of the Board. All of this information was taken into account when the Board considered whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and strategy. The Board expects that each of the nominees listed below will be available to serve as a director. However, if one or more of the nominees is not available to serve, the individuals named in the form of proxy will vote for any substitute nominee(s) the Board may recommend. Alternatively, the Board may reduce its size. A nominee must receive a majority of the votes cast with respect to that nominee’s election at the meeting at which a quorum is present by the holders of capital stock entitled to vote in the election to be elected, which means that the number of votes cast “for” a nominee’s election must exceed the number of votes cast “against” that nominee’s election. Our bylaws require that each incumbent director nominee submit an irrevocable letter of resignation as director that becomes effective if he or she fails to receive a majority of the votes cast in an uncontested election and the Board accepts the resignation. If any incumbent director nominee fails to receive a majority of the votes cast in an uncontested election at which a quorum is present, the Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject such resignation.

  12. Our Compensation Mix

    | 12 | 2026 Proxy Statement | |

  13. Our Compensation Mix

    Proposal 1 Election of Directors Director Nomination Process

  14. Assess Composition and Determine Priorities

    Assess Composition and Determine Priorities The Nominating and Governance Committee considers the skills and experience outlined in our Director Skills Matrix to determine its priorities in seeking out new director candidates for the continuation of healthy Board refreshment.

  15. Solicit and Source a Broad Pool of Candidates

    Solicit and Source a Broad Pool of Candidates Working with the Chairman of the Board, the Nominating and Governance Committee seeks out a wide-ranging pool of candidates using multiple sources, including engaging third-party search firms and receiving input from directors and stakeholders. Our Corporate Governance Guidelines provide that, as part of our search process, the Nominating and Governance Committee actively considers individuals who reflect a broad range of experiences, perspectives and backgrounds.

  16. Evaluate and Select Candidates

    Evaluate and Select Candidates The Nominating and Governance Committee evaluates candidates based on its set priorities and director qualification standards. At a minimum, the Nominating and Governance Committee considers each candidate’s strength of character, judgment, familiarity with the Company’s business and industry, independence of thought, and ability to work collegially with the other members of the Board. The Nominating and Governance Committee also may consider a candidate’s existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, executive compensation background, and the size, composition and combined expertise of the existing Board. Once candidates are selected, the Nominating and Governance Committee makes recommendations to the Board. In addition, stockholders may nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the Company’s bylaws.

  17. 2025 Board Refreshment

    2025 Board Refreshment In 2025, the Board, led by the Nominating and Governance Committee, appointed Gregory Lucier, Sanjeev Mehra and Simon Dingemans as new independent directors and Emmanuel Ligner as a management director. Together, Messrs. Dingemans, Lucier and Mehra bring deep global leadership across healthcare, life sciences, finance, strategy, and capital allocation, providing the Board with a powerful combination of operational insight, innovation expertise, and disciplined financial oversight that supports long-term growth and stockholder value.

  18. Stockholder Recommendations and Proxy Access

    Stockholder Recommendations and Proxy Access The Nominating and Governance Committee welcomes recommendations from stockholders regarding prospective Board members. These candidates are evaluated on a substantially similar basis as nominees derived from other sources. Our bylaws include a proxy access provision that allows an eligible stockholder or group of up to 20 eligible stockholders, owning at least 3% of the Company’s outstanding common shares continuously for at least three years, to include in the Company’s proxy materials for an annual meeting of stockholders a number of director nominees up to the greater of two directors or 20% of the Board of Directors, provided the stockholders and nominees satisfy prescribed requirements.

  19. Stockholder Recommendations and Proxy Access

    | | 13 |

  20. Stockholder Recommendations and Proxy Access

    Proposal 1 Election of Directors Director Skills Matrix Our directors possess relevant skills and experience that contribute to a well-functioning Board that effectively oversees our strategy and management.

  21. Stockholder Recommendations and Proxy Access

    | Director Nominee Skills and Experience | | Dingemans | Ligner | Lucier | Makin | Massaro | Mehra | Murthy | Severino | Summe | | | Board leadership As a Board chair, lead director or committee chair equips directors to lead our Board and its committees | | | | | | | | | | | | Financial expertise As a finance executive or CEO brings valuable experience to the Board and our management team | | | | | | | | | | | | M&A/transactional experience Helps the Board and our management team assess acquisition opportunities consistent with our strategic priorities and long-range plans | | | | | | | | | | | | Operations experience Increases the Board’s understanding of our manufacturing operations, services opportunities and distribution footprint | | | | | | | | | | | | Regulatory/legal/public policy experience Helps the Board assess and respond to an evolving business and healthcare regulatory environment | | | | | | | | | | | | International experience Brings critical insights into the opportunities and risks of our international businesses | | | | | | | | | | | | Digital/cybersecurity experience Increases the Board’s awareness of advances in technology, cybersecurity and information systems management | | | | | | | | | | | | Research, development & innovation experience Helps the Board and our management team assess new product design and development opportunities consistent with our strategic priorities | | | | | | | | | | | | Human capital management experience Helps oversee our talent/leadership development, employee compensation and employee engagement efforts | | | | | | | | | | | | Distribution & logistics Brings critical insights into supply chain, fulfillment and transportation strategies for efficient product delivery | | | | | | | | | |

  22. Stockholder Recommendations and Proxy Access

    | 14 | 2026 Proxy Statement | |

  23. Stockholder Recommendations and Proxy Access

    Proposal 1 Election of Directors Director Nominees to Serve for a One-Year Term Expiring in 2027

  24. Stockholder Recommendations and Proxy Access

    | | Simon Dingemans | AGE: 62 DIRECTOR SINCE 2026 | | | Former Chief Financial Officer at GlaxoSmithKline plc | | | | EXPERIENCE The Carlyle Group, a leading global investment firm (2020-2024) •Managing Director and Senior Advisor GlaxoSmithKline plc, a global biopharmaceutical company (2011 – 2019) •Chief Financial Officer Goldman Sachs International, a global investment banking, securities and investment management firm (1995-2010) •Partner and Managing Director | EDUCATION •Master’s Degree in Geography from University of Oxford VALUE TO OUR BOARD Mr. Dingemans brings extensive leadership experience across global healthcare and financial institutions, as well as experience in finance, strategy, capital allocation and organizational transformation (including qualification as an audit committee financial expert). OTHER PUBLIC COMPANY BOARDS •Vodafone Group Plc (2025-present) •Audit Committee Chair •WPP Plc (2022-present) | | COMMITTEES Audit & Finance SKILLS | | |

  25. Stockholder Recommendations and Proxy Access

    INDEPENDENT

  26. Stockholder Recommendations and Proxy Access

    | | | Board leadership | | Operations experience | | Digital/cybersecurity experience | | Distribution & logistics | | LEGEND | | Financial expertise | | Regulatory/legal/public policy experience | | Research, development & innovation | | | | | | M&A/transactional experience | | International experience | | Human capital management experience | | |

  27. Stockholder Recommendations and Proxy Access

    | | 15 |

  28. Stockholder Recommendations and Proxy Access

    Proposal 1 Election of Directors

  29. Stockholder Recommendations and Proxy Access

    | | Emmanuel Ligner | AGE: 55 DIRECTOR SINCE 2025 | | | Chief Executive Officer of Avantor, Inc. | | | | EXPERIENCE Avantor, Inc. (2025-Present) •Chief Executive Officer Cerba Healthcare, an international clinical pathology provider, a provider of medical lab testing (2024-2025) •Chief Executive Officer Cytiva, a global life sciences company (2020-2024) •President & CEO GE Life Sciences, a global life sciences company (2017-2020) •Chief Executive Officer and President, 2017 through 2020 | EDUCATION •Licence and Maitrise in Commerce from Université de Savoie in France VALUE TO OUR BOARD Mr. Ligner brings over 30 years of strategic and operational leadership experience at large-scale, global, life sciences companies. As CEO of Avantor, he provides a deep understanding of global operations and commercial strategy, which contributes to the Board’s understanding of the Company’s capital allocation, innovation and long-term growth initiatives. OTHER PUBLIC COMPANY BOARDS None | | COMMITTEES None SKILLS | | |

  30. Stockholder Recommendations and Proxy Access

    | | Gregory Lucier | AGE: 61 DIRECTOR SINCE 2025 | | | Founder, Executive Chairman and CEO of Corza Medical | | | | EXPERIENCE Corza Medical, a leading global manufacturer of surgical technologies and medical device components •Chief Executive Officer, Executive Chairman and Founder (2021-present) NuVasive, a technology leader in minimally invasive spine and orthopedic surgery •Chairman, (2015 - 2021) •Chief Executive Officer, (2015 - 2018) Life Technologies Corporation (2003-2014) •Chairman and Chief Executive Officer General Electric (1994-2003) •President of Medical Information Technologies at GE Healthcare, a $9 billion global leader in medical imaging and technology, 2000 through 2003 •Variety of leadership roles | EDUCATION •MBA from Harvard Business School •Bachelor’s Degree in Industrial Engineering from Pennsylvania State University VALUE TO OUR BOARD Mr. Lucier brings over 30 years of life sciences industry experience, with a track record of driving sustainable shareholder value growth and innovation across numerous healthcare companies. His insight into successful R&D initiatives, technological innovations and capital expansion strategies enhances the Board’s oversight of Avantor’s profitability-focused segments. OTHER PUBLIC COMPANY BOARDS •Maravai Lifescience (2020-present) •Dentsply Sirona (2019-present) | | COMMITTEES Nominating & Governance Compensation & Human Resources SKILLS | | |

  31. Stockholder Recommendations and Proxy Access

    INDEPENDENT

  32. Stockholder Recommendations and Proxy Access

    | 16 | 2026 Proxy Statement | |

  33. Stockholder Recommendations and Proxy Access

    Proposal 1 Election of Directors

  34. Stockholder Recommendations and Proxy Access

    | | Dame Louise Makin | AGE: 65 DIRECTOR SINCE 2024 | | | Non-Executive Chair of the Halma Plc Board of Directors | | | | EXPERIENCE BTG Plc, a leading interventional medicine business (2004-2019) •Chief Executive Officer Baxter Healthcare, a global medical technology company (2000-2004) •President of Biopharmaceuticals Europe St. John’s College, Cambridge (2015-present) •Honorary Fellow Order of the British Empire (2014) •Dame Commander | EDUCATION •Master’s Degree in Natural Sciences and a Ph.D. in Material Sciences from the University of Cambridge •MBA from The Open University in Milton Keynes, England VALUE TO OUR BOARD The Board benefits from Dame Louise's senior leadership experience in the life sciences industry, including as a chief executive officer, and her expertise in strategy, business transactions and strategic growth. OTHER PUBLIC COMPANY BOARDS •Halma Plc (2021-present) •Chair •Intertek Group Plc (2012-2021) •Atotech Ltd. (2020-2022) | | COMMITTEES Audit & Finance SKILLS | | |

  35. Stockholder Recommendations and Proxy Access

    INDEPENDENT

  36. Stockholder Recommendations and Proxy Access

    | | Joseph Massaro | AGE: 56 DIRECTOR SINCE 2021 | | | Vice Chair and President, Engineered Components at Aptiv PLC | | | | EXPERIENCE Aptiv PLC, a global technology company (2013-Present) •Vice Chair and President, Engineered Components since November 2024 •Chief Financial Officer and Senior Vice President, Business Operations, March 2016 through November 2024 •Vice President and Corporate Controller inVentiv Health, a biopharmaceutical solutions organization (2010-2013) •Chief Financial Officer Liberty Lane Partners, a private equity firm (2008-2010) •Managing Director | EDUCATION •MBA and a Master’s Degree in Accounting from Northeastern University •Bachelor’s Degree in Finance and Economics from Bentley University VALUE TO OUR BOARD The Board benefits from Mr. Massaro’s senior leadership experience, including as a chief financial officer, and his expertise in international business transactions, information technology and systems management, strategy and financial accounting (including qualification as an audit committee financial expert). OTHER PUBLIC COMPANY BOARDS None | | COMMITTEES Audit & Finance (Chair) Nominating & Governance SKILLS | | |

  37. Stockholder Recommendations and Proxy Access

    INDEPENDENT

  38. Stockholder Recommendations and Proxy Access

    | | 17 |

  39. Stockholder Recommendations and Proxy Access

    Proposal 1 Election of Directors

  40. Stockholder Recommendations and Proxy Access

    | | Sanjeev Mehra | AGE: 67 DIRECTOR SINCE 2025 | | | Co-Founder and Managing Partner of Periphas Capital LP | | | | EXPERIENCE Periphas Capital LP, a private equity firm focused on investing in technology- enabled businesses in services, consumer and industrial end markets (2017-present) •Co-Founder and Managing Partner Goldman Sachs & Co., a global investment banking, securities and investment management firm (1986-2016) •Vice Chairman of the Global Private Equity business •Co-Head of US Private Equity •Partner •Founding Member of Principal Investment Area (“PIA”) | EDUCATION •MBA from Harvard Business School •Bachelor’s Degree in Economics from Harvard College VALUE TO OUR BOARD The Board benefits from Mr. Mehra’s extensive leadership experience as a Partner at Goldman Sachs, board and advisory experience across multiple industries and his experience in the areas of capital allocation, finance, strategy and international business transactions. OTHER PUBLIC COMPANY BOARDS •OPENLANE (previously KAR Auction Services) (2021-2026) •Pariphas Capital Partner Corporation (2020-2022) | | COMMITTEES Audit & Finance Compensation & Human Resources SKILLS | | |

  41. Stockholder Recommendations and Proxy Access

    INDEPENDENT

  42. Stockholder Recommendations and Proxy Access

    | | Mala Murthy | AGE: 62 DIRECTOR SINCE 2021 | | | Chief Financial Officer for TriNet Group, Inc. | | | | EXPERIENCE TriNet Group, Inc., a full-service Human Resources solutions company (2025-present) •Chief Financial Officer Teladoc Health, Inc., a telemedicine and virtual healthcare company (2019-2025) •Chief Financial Officer American Express, a global financial services corporation (2012-2019) •Chief Financial Officer of the Global Commercial Services segment PepsiCo, a leading multinational food and beverage corporation (1995-2012) •Various leadership positions, leading high growth business units | EDUCATION •MBA from the India Institute of Management •Master’s Degree in Public and Private Management from Yale School of Management •Bachelor’s Degree in Computer Science and Engineering from Jadavpur University in India VALUE TO OUR BOARD The Board benefits from Ms. Murthy’s senior leadership experience, including as a chief financial officer, and her expertise in international business transactions, information technology and systems management, financial accounting and strategic growth (including qualification as an audit committee financial expert). OTHER PUBLIC COMPANY BOARDS None | | COMMITTEES Audit & Finance SKILLS | | |

  43. Stockholder Recommendations and Proxy Access

    INDEPENDENT

  44. Stockholder Recommendations and Proxy Access

    | 18 | 2026 Proxy Statement | |

  45. Stockholder Recommendations and Proxy Access

    Proposal 1 Election of Directors

  46. Stockholder Recommendations and Proxy Access

    | | Michael Severino, M.D. | AGE: 60 DIRECTOR SINCE 2020 | | | Chief Executive Officer of Tessera Therapeutics, Inc. | | | | EXPERIENCE Tessera Therapeutics, Inc., a biotechnology company (2022-Present) •Chief Executive Officer AbbVie Inc., a pharmaceutical company (2014-2022) •Vice Chairman and President •Executive Vice President, Research & Development •Chief Scientific Officer Amgen, Inc., a global biotechnology company (2004-2014) •Senior Vice President, Global Development •Chief Medical Officer | EDUCATION •M.D. from Johns Hopkins University •Residency and Fellowship Training at Massachusetts General Hospital and Harvard Medical School •Bachelor’s Degree in Biochemistry from the University of Maryland VALUE TO OUR BOARD The Board benefits from Dr. Severino’s extensive leadership experience, including as a chief executive officer, and his current and past experience in research and development and corporate strategy for leading companies focused on developing life-saving therapies for patients. OTHER PUBLIC COMPANY BOARDS •Viatris, Inc. (2025-Present) | | COMMITTEES Compensation & Human Resources (Chair) Science & Technology SKILLS | | |

  47. Stockholder Recommendations and Proxy Access

    INDEPENDENT

  48. Stockholder Recommendations and Proxy Access

    | | 19 |

  49. Stockholder Recommendations and Proxy Access

    Proposal 1 Election of Directors

  50. Stockholder Recommendations and Proxy Access

    | | Gregory Summe | AGE: 69 DIRECTOR SINCE 2020 CHAIRMAN SINCE 2025 | | | Founder and Managing Partner of Glen Capital Partners | | | | EXPERIENCE Glen Capital Partners, an investment fund (2014-present) •Founder and Managing Partner Star Mountain Capital, a specialized asset management firm (2023-present) •Senior Advisor NextGen Acquisition Corp I & II, publicly traded special purpose acquisition companies (SPACs) (2020-2021) •Co-founder The Carlyle Group, a leading global investment firm (2009-2014) •Managing Director and Vice Chairman of Global Buyout Goldman Sachs Capital Partners, the private equity arm of Goldman Sachs (2008-2009) •Senior Advisor PerkinElmer, a global leader in health sciences (1998-2009) •Chairman and Chief Executive Officer AlliedSignal, now Honeywell International •President of General Aviation Avionics •President of the Aerospace Engines Group •President of the Automotive Products Group McKinsey & Co. •Partner | EDUCATION •MBA with distinction from The Wharton School of the University of Pennsylvania •Master’s Degree in Electrical Engineering from University of Cincinnati •Bachelor’s Degree in Electrical Engineering from University of Kentucky VALUE TO OUR BOARD The Board benefits from Mr. Summe’s extensive leadership experience in key industries, including life sciences and applied materials, and his expertise in strategy, international business transactions, mergers and acquisitions and operations. OTHER PUBLIC COMPANY BOARDS •GRAIL, Inc. (2024-present) •Chair •NXP Semiconductors (2015-present) •Wheels Up Experience, Inc. (2024-present) •State Street Corporation (2001-2025) •Virgin Orbit Holdings, Inc. (2021-2023) | | INDEPENDENT COMMITTEES Nominating & Governance (Chair) Compensation & Human Resources SKILLS | | |

  51. Stockholder Recommendations and Proxy Access

    INDEPENDENT

  52. Stockholder Recommendations and Proxy Access

    | 20 | 2026 Proxy Statement | |

  53. Stockholder Recommendations and Proxy Access

    | Corporate Governance |

  54. Stockholder Recommendations and Proxy Access

    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. Board and Governance Highlights

  55. Stockholder Recommendations and Proxy Access

    | | BOARD MEMBERSHIP AND PARTICIPATION | | Directors are expected to spend the time needed and meet as often as necessary to discharge their responsibilities properly. Directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they serve, and any meeting of stockholders. Directors generally may not serve on more than five public company boards (including Avantor’s Board). | Members of the Audit and Finance Committee generally may not serve on more than three public company audit committees (including Avantor’s Audit and Finance Committee). Directors who also serve as executive officers or in equivalent positions generally should not serve on more than two public company boards (including Avantor’s Board). | | | PROHIBITIONS AGAINST SHORT SALES, HEDGING, MARGIN ACCOUNTS AND PLEDGING | | Our Insider Trading Policy contains restrictions applying to all directors, officers and employees that, among other things: | | | Prohibit short sales of Avantor securities and derivative or speculative transactions in Avantor securities; Prohibit the use of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Avantor securities; and | Prohibit holding Avantor securities in margin accounts or pledging Avantor securities as collateral for a loan. | | | ROBUST STOCKHOLDER RIGHTS | | Directors are elected under a “majority voting” standard in uncontested elections. Directors who do not receive the requisite votes for re-election must resign, subject to acceptance of such resignation by the Board. Each 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 fourth amended and restated bylaws ("bylaws"). | We do not currently have a rights plan (or "poison pill") in place. Future action by stockholders to alter, amend or repeal our fourth amended and restated certificate of incorporation can be approved by the affirmative vote of a majority of the outstanding stock entitled to vote thereon, and if applicable, a majority of the outstanding stock of each class entitled to vote thereon as a class. Stockholders of record who own common shares representing at least 20% of the relevant voting power continuously for at least one year can call a special meeting of stockholders, subject to certain requirements. |

  56. Stockholder Recommendations and Proxy Access

    | | 21 |

  57. Stockholder Recommendations and Proxy Access

    Corporate Governance The Structure and Role of the Board of Directors

  58. Arrangements with Our Directors and Officers

    Arrangements with Our Directors and Officers We have certain agreements with our directors and officers that are described in the sections entitled “Director Compensation” and “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2025” 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 our agreements may permit indemnification to directors for liabilities arising under the Securities Act, we have been informed that in the opinion of the SEC such indemnification is against public policy and may be unenforceable. 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 2025, no related person had or will have a direct or indirect material interest. While not required under the Related Person Transaction Policy, the Board reviewed overall spending with Tessera Therapeutics, where Dr. Severino serves as Chief Executive Officer; GRAIL, Inc., where Mr. Summe serves as the chair of the board; UCB, where Mr. Peacock serves as the chair of the board; Lonza Group, where Mr. Andres serves as a director, and the University of California San Diego, where Dr. Carethers serves as the Vice Chancellor for Health Sciences. Commitment to Sustainability Avantor's Science for Goodness sustainability strategy is a key part of our commitment to deliver long-term value to our customers, associates, suppliers, communities and stockholders. This platform aims to foster a culture of belonging, promote innovation for a sustainable future, support and strengthen our communities, and add value to Avantor. As our customers look to us to support their sustainability goals, we are embedding sustainable practices throughout our operations to reduce our greenhouse gas emissions and resource use, provide more environmentally preferable products for our customers, and ensure a responsible and resilient supply chain.

  59. Reporting

    | Director Compensation |

  60. Reporting

    Our director compensation program is designed to attract and retain qualified non-employee directors. With assistance from FW Cook, we developed a market-based program that aligns director compensation with the compensation paid by our peers. For more information about our peer companies, see “Compensation Philosophy & Objectives — How We Make Compensation Decisions — Benchmarking.” Our Compensation and Human Resources Committee reviews non- employee director compensation regularly to confirm that it appropriately addresses the time, effort, expertise, and accountability required of active board membership.

  61. Director Fees

    Director Fees Our director compensation program provides for an annual cash retainer plus an annual equity award of restricted stock units. Additional retainers are paid for service on certain committees and for chairing the Board or one of its committees.

  62. Director Fees

    | Compensation Element | | | Annual Cash Retainer | 95,000 | | Annual Equity Award | 210,000 | | Chairman Cash Retainer | 170,000 | | Committee Chair Cash Retainer | | | Audit and Finance Committee | 25,000 | | Compensation and Human Resources Committee | 20,000 | | Nominating and Governance Committee | 15,000 | | Committee Member (excluding Committee Chair) Cash Retainer | | | Audit and Finance Committee | 12,500 | | Compensation and Human Resources Committee | 10,000 | | Nominating and Governance Committee | 7,500 |

  63. Director Fees

    Director cash retainers are paid quarterly in arrears. Director equity awards are issued in restricted stock units on the date of the annual meeting and vest in full one year later. If a director has continuously provided service to us upon the occurrence of a change in control prior to a vesting date, all of the director’s then-unvested restricted stock units will vest. The annual equity-based retainer will be pro-rated for partial years of service. Eligible directors also are entitled to receive reimbursement for reasonable travel, lodging and other expenses that they properly incur in connection with their functions and duties as a director.

  64. Deferred Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Juan Andres | 107,500 | 209,988 | — | 317,488 | | John Carethers | 102,500 | 209,988 | — | 312,488 | | Lan Kang | 105,000 | 209,988 | — | 314,988 | | Gregory T. Lucier(4) | 26,413 | 124,849 | — | 151,262 | | Dame Louise Makin | 110,496 | 209,988 | 12,099 | 332,583 | | Joseph Massaro | 120,000 | 209,988 | — | 329,988 | | Sanjeev Mehra(4) | 7,228 | 88,602 | — | 95,830 | | Mala Murthy | 107,500 | 209,988 | — | 317,488 | | Jonathan Peacock(5) | 272,500 | 209,988 | — | 482,488 | | Michael Severino | 115,000 | 209,988 | — | 324,988 | | Gregory Summe | 120,000 | 209,988 | — | 329,988 |

  65. Deferred Compensation

    (1)Amounts reflect the director’s cash retainer earned for 2025. (2)Amounts reflect the grant date fair value of restricted stock units granted under the 2019 Equity Incentive Plan, calculated 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 18 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. As of December 31, 2025, each of the following non-employee directors held the following unvested restricted stock units: Mr. Andres—17,100; Dr. Carethers—17,100; Ms. Kang—17,100; Mr. Lucier—8,736; Dame Louise—17,100; Mr. Massaro —17,100; Mr. Mehra—8,106; Ms. Murthy—17,100; Mr. Peacock—17,100; Dr. Severino—17,100; Mr. Summe—17,100. (3)Includes $12,099 paid to Ernst & Young on behalf of Dame Louise to support tax preparation. This amount was converted from British Pounds Sterling to U.S. dollars based on the exchange rate as of the close of business on December 31, 2025 (1.3444). (4)Mr. Lucier and Mr. Mehra joined our Board in October 2025 and December 2025, respectively. (5)Mr. Peacock retired from our Board effective December 31, 2025. In connection with Mr. Peacock’s departure from our Board, the restricted stock units that he was awarded in 2025 were forfeited. Stock Ownership Guidelines We have adopted equity ownership guidelines for our non-employee directors in order to better align their financial interests with those of our stockholders. Each non-employee director must own shares of Avantor common stock in an amount equal to five times (5x) his or her base annual cash retainer (excluding additional annual cash retainers for service as the Chairman of the Board of Directors, lead independent director, committee chairpersons and committee members). Directors are required to achieve the applicable level of ownership within five years of joining our Board. As of December 31, 2025, all of our non-employee directors were either in compliance with the stock ownership guidelines or had not yet completed their fifth year of service.

  66. Deferred Compensation

    *Indicates beneficial ownership of less than 1% of the outstanding shares. (1)Applicable percentage ownership as of March 2, 2026 is based upon 676,105,751 shares of our common stock outstanding. Amounts include shares subject to stock options that are currently exercisable or are exercisable within 60 days as follows: Mr. Jones (224,104), Mr. Gourdier (90,251), Mr. Sokenu (62,196), Mr. Walker (57,535), Mr. Stubblefield (5,907,098), and all current directors and executive officers as a group (597,685). (2)Based on information as of June 30, 2025 set for in a Schedule 13G/A dated August 13, 2025, Dodge & Cox reported that it had sole power to vote 111,093,684 shares and sole power to dispose of 117,433,484 shares. No shared voting or dispositive powers were reported. The address for Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104. (3)Based on information as of September 30, 2025 set forth in a Schedule 13G/A dated October 17, 2025. BlackRock, Inc. reported that it had sole power to vote 56,188,076 shares, sole power to dispose of 59,049,575 shares. No shared voting or dispositive powers were reported. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (4)Based on information as of December 29, 2023 set forth in a Schedule 13G/A dated February 13, 2024, The Vanguard Group, Inc. reported that it had sole power to vote 0 shares, sole power to dispose of 63,832,470 shares, shared power to vote 442,323 shares, and shared power to dispose of 1,512,114 shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. (5)Includes (i) 545,500 shares of common stock held by The Stubblefield GST Family Trust, of which Mr. Stubblefield’s wife is the sole trustee and has voting and investment power over the shares of common stock and (ii) 487,049 shares of common stock held by a grantor retained annuity trust of which Mr. Stubblefield is the sole trustee. (6)Includes 50,000 shares of common stock held by a trust, of which Mr. Lucier is the sole trustee and has voting and investment power over the shares of common stock. (7)Includes 350,000 shares of common stock held by a limited liability company, of which Mr. Mehra is the managing member and has voting and investment power over the shares of common stock. (8)Includes (i) 400,000 shares of common stock held by a trust, of which Mr. Summe is the sole trustee and has voting and investment power over the shares of common stock and (ii)18,285 shares of common stock underlying vested restricted stock units, the settlement of which has been deferred at Mr. Summe’s election pursuant to the non-employee director deferred compensation plan.

  67. CEO Transition

    CEO Transition In April 2025, Avantor determined to end the employment of Mr. Stubblefield and the parties agreed, pursuant to the Transition Agreement, to a transition period wherein Mr. Stubblefield would remain employed as the Director, President and Chief Executive Officer until a successor was appointed and following such appointment, Mr. Stubblefield would remain a non-executive employee advisor until February 28, 2026, to facilitate a smooth transition. On July 21, 2025, Avantor announced the appointment of Emmanuel Ligner as President and Chief Executive Officer, and on August 7, 2025, Avantor announced the appointment of Mr. Ligner to the Board, each effective as of August 18, 2025. In connection with the appointment, the Company’s UK subsidiary, VWR International Ltd., entered into an employment agreement (the “Ligner Agreement”) with Mr. Ligner. Pursuant to the Ligner Agreement, Mr. Ligner’s annual base salary was £775,000 and he was eligible to participate in the Company’s incentive-based annual cash program beginning in 2025, pro-rated based on his hire date, with an annual target bonus opportunity of 150% of his annual base salary. Mr. Ligner will be eligible to participate in the Company’s long-term incentive program beginning in 2026, with a target annual grant value of $9,000,000; however, any such awards are not guaranteed and will be determined by the Compensation and Human Resources Committee of the Company’s Board of Directors. The Ligner Agreement also provided for a new hire grant of a long-term equity award to Mr. Ligner in the target amount of $5,000,000, half of the award was granted in the form of restricted stock units and the other half was granted in the form of premium priced stock options. The awards will vest ratably over three years.

  68. Our Executive Compensation Practices

    | WHAT WE HAVE | | Significant percentage of target annual compensation is variable and tied to performance Long-term objectives aligned with the creation of stockholder value Market comparison of executive compensation against a relevant peer group Robust stock ownership guidelines Use of an independent compensation consultant reporting directly to the Committee Compensation recovery “clawback” policy for our annual cash-based incentive and all equity-based long-term incentive programs, including time- based equity awards A parallel Dodd-Frank compliant compensation recovery “clawback” policy applicable to current and former executive officers Regular engagement with our stockholders and implementation of enhancements based on feedback received “Double-trigger” change-in-control equity vesting |

  69. Our Executive Compensation Practices

    | WHAT WE DON’T HAVE | | No hedging or short sales of Company stock, or pledging of Company stock No option grants below 100% fair market value No excessive cash severance benefits upon a change of control No excessive perquisites or benefits to executives No repricing of underwater stock options No tax gross-ups of perquisites or 280G excise taxes (except as applicable to management employees generally in connection with relocation or expatriate assignments) No payment of unearned dividends on unvested equity |

  70. 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 2025, FW Cook provided services related to the review of the compensation program, including an evaluation of peer group and other global salary survey compensation data, performance goals in our performance-based cash incentive plans, and equity award levels under our long-term incentive plan. FW Cook also provided assistance with this CD&A and conducted a risk assessment of our 2025 compensation programs and a review of trends in executive compensation. FW Cook did not provide any other services to the Company in 2025. 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. 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.

  71. Benchmarking

    Benchmarking We review external market practices for all compensation elements to ensure that our compensation levels and program design will effectively attract, motivate, retain and reward talented executives. In the aggregate, our named executive officer group is compensated at the market median for each compensation element. However, compensation for individual executives may vary from the median due to the executives’ unique skills, experience, or other qualities. 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 to ensure it remains appropriate. The Compensation and Human Resources Committee primarily identifies companies that have business models similar to ours, with a market capitalization and revenues of generally between 0.33x and 3.0x ours, that represent an appropriate cross section of the industries and geographies in which we are engaged or serve (primarily companies in the biopharma, healthcare, and life sciences industries). After this evaluation in 2025, two companies, DENTSPLY Sirona, Inc. and Vertex Pharmaceuticals, Inc. were removed from the peer group as falling outside of our market capitalization parameters, Boston Scientific Corporation was moved to our Reference Group, and Catalent, Inc. was removed following its acquisition by Novo Holdings: Agilent Technologies, Inc. Baxter International, Inc. Biogen Inc. Bio-Rad Laboratories, Inc. Bruker Corporation Charles River Laboratories International, Inc. Edwards Lifesciences Hologic, Inc. Illumina, Inc. IQVIA Holdings Inc. Laboratory Corp. of America Mettler-Toledo International Inc Quest Diagnostics Inc. Revvity, Inc. Waters Corporation Zimmer Biomet Holdings, Inc. At the time of the Compensation and Human Resources Committee’s compensation review, relative to its peer group of companies, Avantor was at the 61st percentile for revenue, 38th percentile for EBITDA, and 17th percentile for market capitalization. The Compensation and Human Resources Committee utilizes an additional comparator group (“Reference Group”) consisting of ten industry competitor companies as reference for program designs and trends. The Reference Group is not used to benchmark or set pay levels of executives. AbbVie Inc. Amgen Inc. Becton, Dickinson & Co. Boston Scientific Corporation Cencora, Inc. Danaher Corporation Honeywell International Inc. McKesson Corporation Stryker Corporation Thermo Fisher Scientific Inc.

  72. Benchmarking

    | | 51 |

  73. Benchmarking

    Executive Compensation Elements of Compensation - What We Pay and Why Each year the Compensation and Human Resources Committee undertakes a comprehensive review of our executive compensation program. The principal components of our executive compensation program are base salary, an annual cash incentive and long-term equity incentives. We also provide market competitive employee benefits and a limited number of perquisites.

  74. Program Structure and Outcomes

    | Component | | Base Salary | Short-Term Incentives | Long-Term Incentives | | Proportion of Total Target Pay | CEO | | | | | | Other NEOs | | | | | Structure/ Metrics/ Features | | Base salary aligned with others in our peer group and broader market | Structure: 100% performance-based cash incentive Features: •Rigorous pre-set goals •Awards capped at 200% of target Metrics & Weightings: Ligner, Jones, Sokenu •40% Enterprise Revenue •20% Enterprise Operating Income* •10% Free Cash Flow •5% GHG Emissions Reduction •5% Inclusion Index •20% Individual Strategic Goals Walker, Gourdier •20% Enterprise Revenue •20% Segment (LSS/BPS) Revenue •10% Enterprise Operating Income* •10% Segment (LSS/BPS) Operating Income* •10% Free Cash Flow •5% GHG Emissions Reduction •5% Inclusion Index •20% Individual Strategic Goals | Structure: •50% three-year performance stock units •25% stock options with three- year ratable vesting •25% restricted stock units with three-year ratable vesting Features: •Rigorous pre-set goals Metrics & Weightings (for performance stock units): •50% Adjusted EPS Growth •50% total stock return (“TSR”) relative to comparator group Ligner Sign-on Structure: •50% premium-priced stock options with three-year ratable vesting •50% restricted stock units with three-year ratable vesting | | 2025 Performance Outcomes | | Average base salary increase of 1% | •Enterprise and segment revenue achieved between threshold and target •Enterprise and segment adjusted operating income achieved below threshold •Free cash flow achieved between threshold and target •GHG emissions reduction and inclusion index achieved between target and maximum •Individual strategic goal achievement varied by executive 20% Negative Discretion Applied | •For the 2023 performance stock units granted for the period of 2023-2025: •Cumulative Adjusted EPS metric was achieved below threshold (0% payout) •TSR metric was achieved below threshold (0% payout) |

  75. Performance-Based Cash Incentive Compensation

    Performance-Based Cash Incentive Compensation Our annual cash bonus program, the Incentive Compensation Plan (the “ICP”), is designed to motivate executive officers to focus on strategic business results and initiatives and reward them for their results and achievements. The ICP provides for a bonus opportunity based on achievement of company-wide financial targets, corporate and strategic initiatives, and individual performance. Target Bonus Opportunities Bonus opportunities under the ICP are reviewed annually by the Compensation and Human Resources Committee. The Compensation and Human Resources Committee established the following target bonus opportunities for the named executive officers for 2025:

  76. Performance-Based Cash Incentive Compensation

    | Executive | 2025 Base Salary | Target Bonus (%) | Target Bonus ($) | | Emmanuel Ligner(1) | $1,022,016 | 150% | $1,533,024 | | R. Brent Jones | $660,000 | 80% | $528,000 | | Corey Walker | $700,000 | 80% | $560,000 | | Benoit Gourdier | $550,000 | 80% | $440,000 | | Claudius Sokenu | $550,000 | 75% | $412,500 |

  77. Performance-Based Cash Incentive Compensation

    (1)Converted from British Pound Sterling to U.S dollars using the average of the monthly average exchange rates for 2025 (1.31873). Final payouts for each named executive officer are determined by multiplying the executive’s target bonus by (i) the weighted funding percentage fixed by the Compensation and Human Resources Committee at the end of the year based on the Company’s achievement with respect to the performance metrics described below, and (ii) the weighted individual funding percentage fixed by the Compensation and Human Resources Committee based on the executive’s achievements with respect to his or her individual strategic goals. Performance Metrics and Bonus Calculation For 2025, 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 incremental corporate impact targets. Financial Performance

  78. Performance-Based Cash Incentive Compensation

    | Metric | Weighting | Why This Metric Is Important | | Revenue | 40% | Revenue, calculated on a constant currency basis, is the key metric used to assess performance of our business over the short term and is a common measure to compare results across companies in the industry. | | Constant Currency Adjusted Operating Income | 20% | Constant Currency Adjusted Operating Income is the key metric used to measure growth and the profitability of our business. | | Free Cash Flow | 10% | Free Cash Flow is a key metric used to measure our ability to generate cash for use in financing or investing activities. |

  79. Performance-Based Cash Incentive Compensation

    | 54 | 2026 Proxy Statement | |

  80. Performance-Based Cash Incentive Compensation

    Executive Compensation Corporate and Strategic Initiatives

  81. Performance-Based Cash Incentive Compensation

    | Metric | Weighting | Why This Metric Is Important | | Reduction in Greenhouse Gas Emissions | 5% | Reduction in Greenhouse Gas Emissions (GHG) is a key metric indicating our efforts to reduce current emissions and offset those generated from expansion and organizational growth. | | Associate Experience | 5% | Inclusion Index is a key metric tied to Avantor's Enterprise Priority of Enhancing the Associate Experience. As measured by the People Pulse survey, the Inclusion Index reflects associates' sense of feeling valued as an individual and sentiments on Avantor's demonstrated commitment to belonging for all. |

  82. Performance-Based Cash Incentive Compensation

    Individual Strategic Goals

  83. Performance-Based Cash Incentive Compensation

    | Metric | Weighting | Why This Metric Is Important | | Individual Strategic Goals | 20% | Individual Strategic Goals are tied to a set of individually tailored objectives to drive enterprise growth and operational excellence and enhance the associate experience. |

  84. Performance-Based Cash Incentive Compensation

    As described below, each year, the Compensation and Human Resources Committee establishes performance ranges for our financial goals and our corporate and strategic initiatives based on the best available information and determines appropriate threshold, target, and maximum performance levels. Payouts on these metrics start at 50% for threshold performance and graduate on a straight-line basis to 100% for target performance and 200% for maximum performance. If threshold is not met for a particular metric, that portion of the plan is not funded. Payouts for the individual strategic performance component also can reach a maximum of 200% of the individual bonus target. The overall funding of the ICP pool may not exceed 200%. The following tables illustrate the target bonus calculation formulas for 2025. The Compensation and Human Resources Committee has discretion to modify all or any portion of any award as it deems necessary or appropriate.

  85. CASH BONUS TARGET

    CASH BONUS TARGET

  86. CASH BONUS

    CASH BONUS

  87. Target bonus

    Target bonus

  88. bonus award

    bonus award

  89. 75% to 150%

    75% to 150% target bonus based on role(2) 0%-200% 0%-200% (1)Base salary reflects eligible base salary earnings used for incentive compensation calculations. (2)Mr. Stubblefield’s target bonus opportunity was 165%.

  90. CASH BONUS TARGET

    CASH BONUS TARGET

  91. CASH BONUS

    CASH BONUS

  92. Target bonus

    Target bonus

  93. bonus award

    bonus award

  94. Salary(1)

    Salary(1) 80% target bonus 0%-200% 0%-200% (1)Base salary reflects eligible base salary earnings used for incentive compensation calculations Performance Goals and Results Each year, the Compensation and Human Resources Committee establishes threshold, target, and maximum performance levels for financial goals using a structured, data‑driven process informed by internal planning assumptions, external market conditions, and investor expectations. For 2025, the target revenue goal was set modestly below 2024 actual results, however this was driven by the impact of our clinical services divestiture and planned foreign exchange headwinds. When adjusted for these two factors the target required approximately two percent organic year‑over‑year growth. The Compensation and Human Resources Committee viewed this goal as appropriately demanding, as it required continued execution and market share performance rather than reliance on prior‑year momentum, and determined that achievement was not assured at the time the goal was established. Consistent with the Company’s pay‑for‑performance philosophy, the 2025 revenue target was aligned with the midpoint of the Company’s full‑year financial guidance communicated to the investment community in early 2025. For 2025, the target free cash flow goal was set at approximately $93 million below 2024 actual results, reflecting the Compensation and Human Resources Committee’s assessment that free cash flow performance in 2024 benefitted from exceptional, non‑recurring factors and was not expected to be replicated on a normalized basis. The Compensation and Human Resources Committee viewed the 2025 target as appropriately rigorous, as it required continued strong execution on earnings, working capital discipline, and capital efficiency without reliance on prior‑year one‑time benefits, and determined that achievement was not assured at the time the goal was established. The table below provides threshold, target and maximum financial targets under the 2025 ICP, as well as actual results.

  95. Enterprise: Ligner, Jones, Sokenu, Stubblefield

    | (dollars in millions) | Weighting | Threshold | Target | Stretch | Actual | Achievement as a percent of target | Weighted payout percentage | | Revenue(2) | 40% | $6,136.5 | $6,634.0 | $7,131.6 | $6,323.0 | 95% | 69%(1) | | Constant Currency Adjusted Operating Income(2) | 20% | $979.1 | $1,119.0 | $1,258.9 | $939.0 | 84% | —% | | Free Cash Flow(3) | 10% | $540.0 | $675.0 | $810.0 | $599.0 | 89% | 72%(1) | | Greenhouse Gas Emissions(4) | 5% | 8% | 9% | 10% | 10% | 108% | 154% | | Inclusion Index(5) | 5% | 7.5 | 7.9 | 8.3 | 8.2 | 104% | 175% | | | | | Company funding percentage | | | | 63.9%(1) |

  96. Enterprise / Laboratory Solutions Segment: Walker

    | (dollars in millions) | Weighting | Threshold | Target | Stretch | Actual | Achievement as a percent of target | Weighted payout percentage | | Revenue(2) | 20% | $6,136.5 | $6,634.0 | $7,131.6 | $6,323.0 | 95% | 69% | | LSS Segment Revenue | 20% | $4,064.0 | $4,394.0 | $4,724.0 | $4,218.0 | 96% | 73% | | Constant Currency Adjusted Operating Income(2) | 10% | $979.1 | $1,119.0 | $1,258.9 | $939.0 | 84% | —% | | LSS Segment Adjusted Operating Income(2) | 10% | $522.0 | $597.0 | $671.0 | $487.0 | 82% | —% | | Free Cash Flow(3) | 10% | $540.0 | $675.0 | $810.0 | $599.0 | 89% | 72% | | Greenhouse Gas Emissions(4) | 5% | 8% | 9% | 10% | 10% | 108% | 154% | | Inclusion Index(5) | 5% | 7.5 | 7.9 | 8.3 | 8.2 | 104% | 175% | | | | | Company / Segment funding percentage | | | | 65.1% |

  97. Enterprise / Bioscience Production Segment: Gourdier

    | (dollars in millions) | Weighting | Threshold | Target | Stretch | Actual | Achievement as a percent of target | Weighted payout percentage | | Revenue(2) | 20% | $6,136.5 | $6,634.0 | $7,131.6 | $6,323.0 | 95% | 69% | | BPS Segment Revenue | 20% | $2,072.0 | $2,240.0 | $2,408.0 | $2,105.0 | 94% | 60% | | Constant Currency Adjusted Operating Income(2) | 10% | $979.1 | $1,119.0 | $1,258.9 | $939.0 | 84% | —% | | BPS Segment Adjusted Operating Income(2) | 10% | $530.0 | $605.0 | $681.0 | $515.0 | 85% | —% | | Free Cash Flow(3) | 10% | $540.0 | $675.0 | $810.0 | $599.0 | 89% | 72% | | Greenhouse Gas Emissions(4) | 5% | 8% | 9% | 10% | 10% | 108% | 154% | | Inclusion Index(5) | 5% | 7.5 | 7.9 | 8.3 | 8.2 | 104% | 175% | | | | | Company / Segment funding percentage | | | | 61.7% |

  98. Individual Strategic Goals

    | Name | Base Salary (12/31/2025) ($) | Target (%) | Target Annual Incentive ($) | Performance Factor(1) (%) | Negative Discretion (%) | 2025 ICP bonus ($) | | Emmanuel Ligner(2) | 386,681 | 150 | 580,022 | 71.1 | (20) | 330,038 | | R. Brent Jones | 653,269 | 80 | 522,615 | 65.1 | (20) | 272,288 | | Corey Walker | 700,000 | 80 | 560,000 | 72.0 | (20) | 322,755 | | Benoit Gourdier | 550,000 | 80 | 440,000 | 61.3 | (20) | 215,921 | | Claudius Sokenu | 550,000 | 75 | 412,500 | 63.1 | (20) | 208,317 | | Michael Stubblefield(3) | 1,140,000 | 165 | 1,881,000 | 68.0 | (20) | 1,022,795 |

  99. Individual Strategic Goals

    (1)Represents a blended average of the enterprise, segment (if applicable) and individual performance factors. Individual performance factors were applied as follows: Mr. Ligner (100%), Mr. Jones (70%), Mr. Walker (100%), Mr. Gourdier (60%), and Mr. Sokenu (60%). (2)Converted from British Pounds Sterling to U.S. dollars based on the exchange rate as of the close of business on December 31, 2025 (1.3444). (3)Per the terms of his Transition Agreement, Mr. Stubblefield’s individual funding factor is equal to the corporate funding factor of 67.97. Additional details regarding the dollar value of threshold, target and maximum bonus payout opportunities for 2025 are provided under “Executive compensation tables — Grants of plan-based awards.”

  100. 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.

  101. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE

  102. LONG-TERM INCENTIVE

    | | PSUs | | RSUs | | Stock Options |

  103. LONG-TERM INCENTIVE

    For 2025, 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.

  104. LONG-TERM INCENTIVE

    | | 59 |

  105. LONG-TERM INCENTIVE

    Executive Compensation In connection with his hire, Mr. Ligner was granted a long-term equity award consisting of 50% premium-priced stock options and 50% restricted stock units. Beginning in 2026, Mr. Ligner will be eligible to participate in the Company’s long- term incentive program, with the mix of equity awards aligned with that of the Company’s other executive officers. These awards represented approximately 35% (excluding the award to our former CEO Michael Stubblefield) of the total equity incentives granted to management and other employees in 2025. 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. This percentage also reflects market-based equity grant levels. Stock Options and Restricted Stock Units Stock options and restricted stock units vest in equal installments on the first three anniversaries of the grant date, subject to the named executive officer’s continued employment through the applicable vesting date. The exercise price for the stock options granted in February 2025 is $17.49, the closing price of our common stock on the grant date. The exercise price for the premium-priced stock options granted to Mr. Ligner on August 18, 2025 is $14.04, which represented a 10% premium to the closing price of $12.76 on the grant date. The Compensation and Human Resources Committee believes that stock options are effective at motivating executives to pursue Avantor’s long-term goals because the options only have value if our stock price appreciates after the grant date. The options granted in 2025 will remain exercisable until the 10th anniversary of the grant date. Performance Stock Units The performance stock units granted in 2025 have a three-year performance period that began on the first day of 2025 and will end on the last day of 2027. Performance stock units may be earned based on achievement with respect to two equally weighted performance metrics compared to performance goals approved by the Compensation and Human Resources Committee at the time of grant. Named executive officers have the opportunity to earn a payout of between 0% and 200% of their target performance stock unit awards. If threshold performance for one of the metrics is not attained, there will not be any payout based on that metric. Threshold performance for each metric will result in a share payout equal to 50% of the target award. Payouts will increase on a straight-line basis to 100% for target performance and 200% for attaining the maximum goal. One-half of the performance stock units will be measured against Avantor’s TSR relative to our comparator group, the S&P 500 Health Care Index, which includes compensation peers. 2025–2027 Relative Total Shareholder Return

  106. LONG-TERM INCENTIVE

    | Metric | Weighting | Threshold | Target | Maximum | | 3-yr Relative Total Stockholder Return(1) | 50% | 25th%ile | 50th%ile | 90th%ile |

  107. LONG-TERM INCENTIVE

    (1)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. Dividends are assumed to be reinvested as of the ex-dividend date in the calculation. The other half of the performance stock units will be earned, or not, based on Avantor’s adjusted EPS growth. Adjusted EPS growth targets are fixed at the time of the grant and measured separately for each fiscal year in the three-year performance period. The performance targets for the second and third years are based on actual adjusted EPS performance in the prior year plus a targeted growth rate. The average performance multiplier, which is the numeric average of the performance multipliers earned with respect to each fiscal year in the three-year performance period, will be used to calculate the number of units earned. The specific goals for the adjusted EPS growth component of the performance stock unit awards are confidential, but consistent with our long-range plan.

  108. LONG-TERM INCENTIVE

    | 60 | 2026 Proxy Statement | |

  109. LONG-TERM INCENTIVE

    Executive Compensation The Compensation and Human Resources Committee believes that the relative TSR relative and average adjusted EPS goals described above are challenging and difficult to achieve, but attainable with significant skill and effort on the part of our executive leadership team. Additional details regarding the equity awards described above are provided under “Executive Compensation Tables — Outstanding equity awards at December 31, 2025.” 2023 Performance Stock Unit Payouts Messrs. Jones, Sokenu and Stubblefield received performance shares for the three-year performance period spanning fiscal year 2023 through fiscal year 2025. In February 2026, 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 versus a defined group of peers. Based on our performance, and the respective weighting of each performance metric, no shares were earned for the fiscal year 2023 through fiscal year 2025 performance period.

  110. LONG-TERM INCENTIVE

    | Metric | Weighting | Threshold | Target | Maximum | Actual | Achievement as a percentage of target | | 3-yr Cumulative Adjusted EPS(1) | 50% | $4.39 | $4.88 | $5.37 | $2.98 | 0% | | 3-yr Relative Total Stockholder Return(2) | 50% | 25th%ile | 50th%ile | 90th%ile | 13th%ile | 0% | | Company funding percentage | | | | | | 0% |

  111. LONG-TERM INCENTIVE

    (1)Cumulative Adjusted EPS 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. (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. Dividends are assumed to be reinvested as of the ex-dividend date in the calculation. No dividends have been paid on forfeited performance stock units. Retention Grants for Named Executive Officers In May 2025, following stockholder engagement and in consultation with FW Cook, the Compensation and Human Resources Committee granted one‑time long‑term incentive retention awards to the named executive officers to support leadership stability and continuity during the CEO transition. Stockholder feedback emphasized the importance of retaining key executive talent during this period, and the Compensation and Human Resources Committee determined that executive continuity was critical to maintaining operational momentum and protecting long‑term stockholder value. The retention awards are granted in the form of restricted stock units that will cliff vest on the second anniversary of the date of grant, subject to the named executive officer remaining employed through the vesting date. Upon the named executive officer’s termination of service, any then-unvested portion of the award will be automatically forfeited, except that in the case of a termination of service due to death, disability or an involuntary termination without cause, any unvested restricted stock units will vest. The Compensation and Human Resources Committee did not include additional performance conditions in these awards, as the primary objective was retention during the transition period. In determining the retention award amounts, the Compensation and Human Resources Committee considered the competitive market for executive talent, each executive officer’s role and expected contribution during the transition period, and the importance of retaining experienced leadership. The awards are subject to forfeiture upon voluntary termination to align executive outcomes with stockholder interests. The Compensation and Human Resources Committee does not view these awards as a recurring element of the Company’s compensation program and expects that similar one‑time awards will be granted only in extraordinary

  112. LONG-TERM INCENTIVE

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  113. LONG-TERM INCENTIVE

    Executive Compensation circumstances, such as significant leadership transitions. The table below summarizes the value and key terms of these awards:

  114. LONG-TERM INCENTIVE

    | Name | Target Award Value ($) | Award Type | Grant Date | Vesting | Number of RSUs(1) | | R. Brent Jones | 2,000,000 | RSU | 5/9/2025 | 2-year cliff | 162,866 | | Corey Walker | 2,000,000 | RSU | 5/9/2025 | 2-year cliff | 162,866 | | Benoit Gourdier | 2,000,000 | RSU | 5/9/2025 | 2-year cliff | 162,866 | | Claudius Sokenu | 1,500,000 | RSU | 5/9/2025 | 2-year cliff | 122,149 |

  115. LONG-TERM INCENTIVE

    (3)RSUs granted on May 9, 2025 were calculated using the closing price of our common stock on May 8, 2025 ($12.28).

  116. Severance Benefits

    Severance Benefits Executive Severance and Change in Control Plan. In 2025, the Company established the Executive Severance and Change in Control Plan (the “Severance Plan”) applicable to its U.S.-based executive officers, transitioning from employment agreement based severance provisions. Under the terms of the Severance Plan, severance benefits are fixed based on job level with the severance formula varying depending on whether the event that precipitates the payment occurs as a result of a change in control. The Severance Plan also provides for an enhanced severance benefit for a defined period through May 2027. During this period, unvested equity will continue to vest for 12 months post-termination. After May 2027, unvested equity will forfeit upon termination. Our Compensation and Human Resources Committee believes that this enhancement is appropriate in light of the CEO transition and is designed to provide competitive yet disciplined severance protections that are aligned with prevailing market practices for similarly situated companies and the interests of shareholders. Severance arrangements. For executive officers based outside the United States, including Mr. Ligner, individual employment arrangements continue to 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: (i) help secure the continued employment and dedication of our named executive officers; (ii) enhance our value to a potential acquirer because our named executive officers have non-competition, non-solicitation and confidentiality provisions that apply after any termination of employment, including after a change in control; and (iii) 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. For more information regarding the severance benefits for each of our named executive officers, including a quantification of benefits that would have been received by each named executive officer who is currently employed by the Company had their employment terminated on December 31, 2025, the last business day of 2025, see “Executive Compensation — Executive Compensation Tables — Termination and Change in Control Arrangements.”

  117. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Stock Ownership Guidelines We maintain stock ownership guidelines that are intended to align the economic interests of our executive officers with those of our stockholders. For purposes of the guidelines, the value of an executive’s stock ownership includes all shares of the Company’s common stock owned by the executive outright; shares owned jointly with or separately by the individual’s spouse and/or children; shares held in trusts, brokerage accounts, deferred accounts, employee benefit or savings plans or any other personal account for which beneficial ownership would be attributed; and unvested restricted stock and restricted stock units. Shares are not counted as owned for purposes of our share ownership guidelines if they are underlying any unvested performance shares or other performance-based awards or underlying any stock option award or SAR award, whether or not vested. Our stock ownership guidelines set the following target levels:

  118. Other Compensation Policies and Practices

    Each of our executive officers must attain the minimum stock ownership level within five years of becoming subject to the guidelines. Until the minimum stock ownership threshold is met, an executive officer is generally prohibited from selling shares of Company stock, with the exception of sales to pay the exercise price of stock options or to cover taxes at the time of vesting. As of December 31, 2025, each of Messrs Jones, Walker, Goudier and Sokenu have met their ownership requirements and Mr. Ligner is on track to meet the requirement within five years.

  119. Other Compensation Policies and Practices

    Executive Compensation Clawback Policies The Compensation and Human Resources Committee has adopted a clawback policy to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE (the “restatement recovery policy”). The restatement recovery policy provides for the mandatory recovery of incentive-based compensation received by current and former executive officers in the event of a material financial restatement. In addition to the restatement recovery policy, the Compensation and Human Resources Committee has adopted a robust incentive compensation recoupment policy (the “incremental clawback policy”) that applies to all cash and performance- based and time-based equity awards made to any Avantor associates, including our executive officers. This policy provides for forfeiture or recoupment of certain cash and equity compensation, including time-based equity awards, in the event of a restatement of our financial statements or other detrimental conduct. Specifically, forfeiture or recoupment is authorized if: •A covered participant engages in misconduct that results in a restatement of our financial statements, due to a material error, during the covered participant’s employment or within three years thereafter; or •A covered participant engages in any other detrimental activity, including (i) unauthorized disclosure of any confidential or proprietary information; (ii) any activity that would be grounds to terminate the participant’s employment or service for cause; (iii) a breach by the participant of any restrictive covenant by which such participant is bound, including, without limitation, any covenant not to compete or not to solicit; or (iv) fraud or conduct contributing to any financial irregularities, as determined by the Compensation and Human Resources Committee in its sole discretion. This incremental clawback policy gives the Compensation and Human Resources Committee discretion to determine the method of recovering compensation and the amount to be recovered. Insider Trading Policy We have adopted an insider trading policy governing the purchase, sale, and/or other disposition of our securities by our directors, officers, and employees. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and exchange listing standards applicable to the Company. The policy prohibits our directors, officers, employees, and certain other covered persons from illegally trading in Company securities while aware of material non-public information about the Company or its securities. Additionally, certain individuals are prohibited from trading securities during various times throughout the year, and certain individuals must receive pre-clearance from our Insider Trading Compliance Officer prior to trading. For more information regarding our insider trading policy, see Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2025. Hedging, Short Sales and Pledging Policies Our Insider Trading Policy, which applies to all directors, officers and employees, prohibits pledging any Avantor shares absent pre-clearance approval. In addition, the policy prohibits covered employees from engaging in hedging or monetization transactions involving Company securities, such as prepaid variable forwards and collars, or short sales of our securities, and from holding Company securities in a margin account or pledging Company securities as collateral for a loan absent pre-clearance approval. 2019 Employee Stock Purchase Plan We sponsor the Avantor, Inc. 2019 Employee Stock Purchase Plan (the “Avantor ESPP”). The Avantor ESPP is designed to encourage employees to become stockholders and to increase their ownership of our common stock. The overarching Avantor ESPP plan maintains a limit of 2,000,000 shares, along with an annual contribution cap of $25,000 and an individual limit of 3,000 shares per offering period. Shares of our common stock issued under the Avantor ESPP will be issued at the lower of the share price on the first or last day of the offering period plus a discount to market of 15%. Each offering period is equal to six months. The Avantor ESPP is also intended to comply with the requirements of Section 423 of the Code and to assure the participants of the tax advantages provided thereby.

  120. Other Compensation Policies and Practices

    Executive Compensation Accounting and Tax Considerations In making decisions about compensation arrangements, we continue to consider the impact of regulatory provisions, including the provisions of Section 409A of the Internal Revenue Code (the “Code”), as amended, regarding non- qualified deferred compensation, the “golden parachute” provisions of Section 280G of the Code, as amended, and the provisions of Section 162(m) of the Code, as well as how various elements of compensation will impact our financial results. While the Compensation and Human Resources Committee considers regulatory provisions and the impact of compensation elements on our financial results as factors in determining compensation arrangements, the Compensation and Human Resources Committee believes that it is in the best interests of our stockholders to maintain flexibility in our approach to compensation arrangements and to structure a program that we consider to be the most effective at attracting, motivating and retaining key executives. Policies and Procedures on the Timing of Equity Awards in Relation to the Disclosure of Material Nonpublic Information Our long-standing practice has been to grant long-term incentive equity awards on a predetermined schedule. At the first quarterly meeting of any new fiscal year, the Compensation and Human Resources Committee or, with respect to the CEO’s equity award, the Board, reviews and approves the value and amount of the equity compensation to be awarded (inclusive of restricted stock units, performance stock units, and stock options) to executive officers with the grant of approved equity awards occurring on the day of approval. The first quarterly meeting of the Board typically occurs after the Company’s release of the financial results for the prior year through the filing of the Company's Annual Report on Form 10-K, as well as a Current Report on Form 8-K and accompanying earnings release and earnings call for the relevant fiscal year. The Compensation and Human Resources Committee did not take material nonpublic information into account when determining the timing and terms of long-term incentive equity awards in 2025 and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards granted at the start of the new fiscal year to incentivize the executives to deliver on the Company’s strategic objectives for the new fiscal year.

  121. Gregory Summe

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Emmanuel Ligner Director, President and Chief Executive Officer | 2025 | 379,297 | — | 2,499,990 | 2,499,998 | 330,038 | — | 186,301 | 5,895,624 | | R. Brent Jones Executive Vice President and Chief Financial Officer | 2025 | 653,269 | — | 4,823,755 | 749,999 | 272,288 | — | 39,355 | 6,538,667 | | | 2024 | 611,519 | — | 2,059,777 | 625,020 | 554,220 | — | 35,915 | 3,886,451 | | | 2023 | 221,154 | 200,000 | 2,817,998 | 2,561,102 | 18,526 | — | 22,015 | 5,840,795 | | Corey Walker President Laboratory Solutions | 2025 | 700,000 | — | 4,173,757 | 749,999 | 322,755 | — | 41,305 | 5,987,816 | | Benoit Gourdier Executive Vice President Bioscience Production | 2025 | 550,000 | — | 3,804,417 | 624,999 | 215,921 | — | 30,082 | 5,225,419 | | | 2024 | 516,057 | — | 2,059,777 | 625,020 | 512,210 | — | 20,000 | 3,733,064 | | Claudius Sokenu Executive Vice President, Chief Legal and Compliance Officer | 2025 | 550,000 | — | 2,576,284 | 375,000 | 208,317 | — | 40,312 | 3,749,913 | | | 2024 | 543,654 | — | 1,400,628 | 425,033 | 431,739 | — | 31,804 | 2,832,857 | | Michael Stubblefield Former Chief Executive Officer | 2025 | 1,140,000 | — | 8,125,784 | 2,749,997 | 1,022,795 | — | 39,355 | 13,077,931 | | | 2024 | 1,126,846 | — | 8,651,135 | 2,625,038 | 2,085,069 | — | 37,550 | 14,525,638 | | | 2023 | 1,140,000 | $— | 8,529,219 | 2,437,053 | 188,100 | 7,895 | 36,500 | 12,338,767 |

  122. 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 2025.

  123. Grants of Plan-Based Awards

    | Name | Award Type | | 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 underlying options (#) | Exercise or base price of option awards ($)(4) | Grant date fair value of stock and option awards (S)(5) | | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Emmanuel Ligner(6) | ICP | | 766,512 | 1,533,024 | 3,066,047 | — | — | — | — | — | — | — | | | PPNQ | 8/18/2025 | — | — | — | — | — | — | — | 573,394 | 14.04 | 2,499,998 | | | RSUs | 8/18/2025 | — | — | — | — | — | — | 195,924 | — | — | 2,499,990 | | R. Brent Jones | ICP | — | 264,000 | 528,000 | 1,056,000 | — | — | — | — | — | — | — | | | PSUs | 2/20/2025 | — | — | — | 42,882 | 85,763 | 171,526 | | — | — | 1,466,119 | | | NQ | 2/20/2025 | — | — | — | — | — | — | — | 103,878 | 17.49 | 749,999 | | | RSUs | 2/20/2025 | — | — | — | — | — | — | 80,045 | — | — | 1,399,987 | | | RSUs | 5/9/2025 | — | — | — | — | — | — | 162,866 | — | — | 1,957,649 | | Corey Walker | ICP | — | 280,000 | 560,000 | 1,120,000 | — | — | — | — | — | — | — | | | PSUs | 2/20/2025 | — | — | — | 42,882 | 85,763 | 171,526 | — | — | — | 1,466,119 | | | NQ | 2/20/2025 | — | — | — | — | — | — | — | 103,878 | 17.49 | 749,999 | | | RSUs | 2/20/2025 | — | — | — | — | — | — | 42,881 | — | — | 749,989 | | | RSUs | 5/9/2025 | — | — | — | — | — | — | 162,866 | — | — | 1,957,649 | | Benoit Gourdier | ICP | — | 220,000 | 440,000 | 880,000 | — | — | — | — | — | — | — | | | PSUs | 2/20/2025 | — | — | — | 35,735 | 71,470 | 142,940 | — | — | — | 1,221,780 | | | NQ | 2/20/2025 | — | — | — | — | — | — | — | 86,565 | 17.49 | 624,999 | | | RSUs | 2/20/2025 | — | — | — | — | — | — | 35,734 | — | — | 624,988 | | | RSUs | 5/9/2025 | — | — | — | — | — | — | 162,866 | — | — | 1,957,649 | | Claudius Sokenu | ICP | — | 206,250 | 412,500 | 825,000 | — | — | — | — | — | — | — | | | PSUs | 2/20/2025 | — | — | — | 21,441 | 42,882 | 85,764 | — | — | — | 733,068 | | | NQ | 2/20/2025 | — | — | — | — | — | — | — | 51,939 | 17.49 | 375,000 | | | RSUs | 2/20/2025 | — | — | — | — | — | — | 21,440 | — | — | 374,986 | | | RSUs | 5/9/2025 | — | — | — | — | — | — | 122,149 | — | — | 1,468,231 | | Michael Stubblefield | ICP | — | 1,140,000 | 1,881,000 | 3,762,000 | — | — | — | — | — | — | — | | | PSUs | 2/20/2025 | — | — | — | 157,233 | 314,466 | 628,932 | — | — | — | 5,375,796 | | | NQ | 2/20/2025 | — | — | — | — | — | — | — | 380,886 | 17.49 | 2,749,997 | | | RSUs | 2/20/2025 | — | — | — | — | — | — | 157,232 | — | — | 2,749,988 |

  124. Grants of Plan-Based Awards

    (1)These columns reflect the potential payments under the ICP for 2025 performance including maximum achievement of the corporate targets and individual performance objectives, to the extent applicable. For more information regarding the 2025 ICP, including the corporate target and individual strategic goal component see “Executive Compensation — Elements of Compensation — What We Pay and Why — Performance-Based Cash Incentive Compensation.” (2)These share amounts represent the possible performance stock unit award payouts at various levels of attainment for the performance period beginning January 1, 2025 and ending December 31, 2027 issued pursuant to the 2019 Equity Incentive Plan. (3)Represents restricted stock units issued pursuant to the 2019 Equity Incentive Plan. (4)For Mr. Ligner, represents premium-priced non-qualified stock options (“PPNQ”) issued with an exercise price equal to 110% of the closing price of Avantor stock ($12.76) on the August 18, 2025 grant date. (5)Amounts reflect the aggregate grant date fair value of premium priced non-qualified stock options, non-qualified stock options, restricted stock units and performance stock units granted to our named executive officers in 2025 in accordance with Topic 718. For the assumptions used in determining the grant date fair value under Topic 718, see footnote 2 to the Summary Compensation Table. These amounts do not correspond to the actual value that will be received by the named executive officer. (6)The threshold, target and maximum amounts for Mr. Ligner are calculated based on the conversion of his 2025 base salary to U.S. dollars using the exchange rates described in footnote (1) to the Summary Compensation Table.

  125. Grants of Plan-Based Awards

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  126. Grants of Plan-Based Awards

    Executive Compensation Tables Narrative Disclosure to Summary Compensation Table and Grants of Plan- Based Awards in 2025

  127. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information as of December 31, 2025, regarding the outstanding equity awards of our named executive officers under the 2019 Equity Incentive Plan, the Vail Holdco Corp Equity Incentive Plan (the “Vail Plan”) and Legacy Avantor Equity Plan. For more information, see “Executive Compensation — Elements of Compensation — Long Term Incentive Programs.”

  128. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Grant Date | Option awards | | | | Stock awards | | | | | | | 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) | | Emmanuel Ligner | 08/18/25 | — | 573,394 | 14.04 | 18/08/2035 | 195,924 | 2,245,289 | — | — | | R. Brent Jones | 08/07/23 | 147,779 | 147,780 | 20.76 | 08/07/33 | — | — | 61,717 | 707,277 | | | 02/23/24 | 20,918 | 41,835 | 24.35 | 02/23/34 | 17,111 | 196,092 | 25,667 | 294,144 | | | 02/20/25 | — | 103,878 | 17.49 | 02/20/35 | 80,045 | 917,316 | 42,882 | 491,422 | | | 05/09/25 | — | — | — | — | 162,866 | 1,866,444 | — | — | | Corey Walker | 06/21/24 | 23,488 | 46,974 | 22.12 | 06/21/34 | 18,836 | 215,861 | 28,255 | 323,797 | | | 02/20/25 | — | 103,878 | 17.49 | 02/20/35 | 42,881 | 491,416 | 42,882 | 491,422 | | | 05/09/25 | — | — | — | — | 162,866 | 1,866,444 | — | — | | Benoit Gourdier | 10/02/23 | 19,640 | 19,641 | 20.85 | 10/02/33 | 8,393 | 96,184 | — | — | | | 02/23/24 | 20,918 | 41,835 | 24.35 | 02/23/34 | 17,111 | 196,092 | 25,667 | 294,144 | | | 02/20/25 | — | 86,565 | 17.49 | 02/20/35 | 35,734 | 409,512 | 35,735 | 409,523 | | | 05/09/25 | — | — | — | — | 162,866 | 1,866,444 | — | — | | Claudius Sokenu(5) | 07/24/23 | 16,464 | 16,465 | 22.84 | 07/24/33 | 6,841 | 78,398 | 13,682 | 156,796 | | | 02/23/24 | 14,225 | 28,449 | 24.35 | 02/23/34 | 11,635 | 133,337 | 17,454 | 200,017 | | | 02/20/25 | — | 51,939 | 17.49 | 02/20/35 | 21,440 | 245,702 | 21,441 | 245,714 | | | 05/09/25 | — | — | — | — | 122,149 | 1,399,828 | — | — | | Michael Stubblefield | 09/30/16 | 750,000 | — | 13.11 | 09/30/26 | — | — | — | — | | | 12/13/17 | 3,380,200 | — | 23.21 | 12/13/27 | — | — | — | — | | | 02/20/20 | 456,204 | — | 17.67 | 02/20/30 | — | — | — | — | | | 02/25/21 | 234,192 | — | 27.64 | 02/25/31 | — | — | — | — | | | 02/23/22 | 151,607 | 50,536 | 33.09 | 02/23/32 | 17,472 | 200,229 | — | — | | | 02/24/23 | 119,957 | 119,958 | 24.62 | 02/24/33 | 49,502 | 567,293 | 99,005 | 1,134,592 | | | 02/23/24 | 87,853 | 175,705 | 24.35 | 02/23/34 | 71,868 | 823,607 | 107,803 | 1,235,417 | | | 02/20/25 | — | 380,886 | 17.49 | 02/20/35 | 157,232 | 1,801,879 | 157,233 | 1,801,890 |

  129. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)The stock options granted from February 2021 through October 2023 vest at a rate of 25% per year on each anniversary of the date of grant and the stock options granted from February 23, 2024, through August 18, 2025, vest at a rate of one-third per year on each anniversary of the date of grant, in each case, subject to the named executive officer’s continued employment through such date. (2)Restricted stock units granted from February 2021 through October 2023 vest at a rate of 25% per year on each anniversary of the date of grant and the restricted stock units granted on February 23, 2024, February 20, 2025 and August 20, 2025 vest at a rate of one-third per year on each anniversary of the date of grant, the restricted stock units granted on May 9, 2025 vest at a rate of 100% on second anniversary of the date of grant, in each case, subject to the named executive officer’s continued employment through such date. (3)Market value is calculated based on the closing price of Avantor’s common stock on December 31, 2025 as reported on the NYSE ($11.46 per share).

  130. Outstanding Equity Awards at 2025 Fiscal Year-End

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  131. Outstanding Equity Awards at 2025 Fiscal Year-End

    Executive Compensation Tables (4)Represents the number of performance stock units at next higher level attainment. performance stock units cliff-vest, if at all, subject to attainment of the applicable performance metrics at the end of the three-year performance period. (5)On July 24, 2023, Mr. Sokenu received (i) 10,945 restricted stock units that vest at a rate of 50% per year on each anniversary of the date of grant and (ii) 13,682 restricted stock units and 32,929 stock options that vest at a rate of 25% per year on each anniversary of the date of grant. In the event of his termination without cause, the remaining unvested portion of Mr. Sokenu's July 24, 2023 awards will vest in full.

  132. 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 2025 by each of the named executive officers.

  133. Options Exercised and Stock Vested

    | Name | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting | Value realized on vesting ($)(2) | | Emmanuel Ligner | — | — | — | — | | R. Brent Jones | — | — | 8,556 | 148,019 | | Corey Walker | — | — | 9,418 | 127,802 | | Benoit Gourdier | — | — | 12,753 | 205,811 | | Claudius Sokenu | — | — | 14,712 | 225,256 | | Michael Stubblefield | — | — | 96,246 | 1,673,967 |

  134. Options Exercised and Stock Vested

    (1)Value realized on exercise is based on the fair market value of Avantor’s common stock on the date of exercise minus the exercise price and does not necessarily reflect cash actually received by the named executive officer. (2)Value realized on vesting is based on the fair market value of Avantor’s common stock on the date of vesting before tax withholding and does not necessarily reflect cash actually received by the named executive officer. Pension Benefits

  135. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table describes the potential payments and benefits that would have been payable to our named executive officers assuming an eligible termination (as described above under “Executive Compensation — Executive Compensation Tables — Termination and Change in Control Arrangements”) of their employment on December 31, 2025, the last business day of 2025, and a change in control also occurring on such date. The amounts shown in the table below do not include: •payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers; or •distributions of previously vested plan balances under the Savings Plan and the SSRP (for more information about the SSRP, see “Executive Compensation — Executive Compensation Tables — Supplemental Savings Retirement Plan”).

  136. Potential Payments upon Termination or Change in Control

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  137. Potential Payments upon Termination or Change in Control

    Executive Compensation Tables

  138. Potential Payments upon Termination or Change in Control

    | Name | Involuntary termination without cause ($)(1) | Termination due to death or disability ($)(2) | | Change in control(4) | | | | | | Retirement (3) | Without termination | With involuntary termination without cause or resignation for good reason ($) | | Emmanuel Ligner | | | | | | | Cash severance | 5,110,079 | 4,088,063 | — | — | 7,665,118 | | Annual cash incentive | 1,533,024 | — | — | — | 1,533,024 | | Equity awards (continued or accelerated vesting)(5) | — | 2,245,289 | — | — | 2,245,289 | | Estimated health & welfare benefits | — | — | — | — | — | | Total | 6,643,102 | 6,333,352 | — | — | 11,443,431 | | R. Brent Jones | | | | | | | Cash severance | 1,188,000 | — | — | — | 2,376,000 | | Annual cash incentive | 528,000 | — | — | — | 528,000 | | Equity awards (continued or accelerated vesting)(5) | 3,755,797 | 5,965,537 | — | 1,414,554 | 5,965,537 | | Estimated health & welfare benefits | 6,443 | — | — | — | 9,664 | | Total | 5,478,240 | 5,965,537 | — | 1,414,554 | 8,879,202 | | Corey Walker | | | | | | | Cash severance | 1,260,000 | — | — | — | 2,520,000 | | Annual cash incentive | 560,000 | — | — | — | 560,000 | | Equity awards (continued or accelerated vesting)(5) | 2,138,184 | 4,204,158 | — | — | 4,204,158 | | Estimated health & welfare benefits | 18,713 | — | — | — | 28,070 | | Total | 3,976,897 | 4,204,158 | — | — | 7,312,228 | | Benoit Gourdier | | | | | | | Cash severance | 990,000 | — | — | — | 1,980,000 | | Annual cash incentive | 440,000 | — | — | — | 440,000 | | Equity awards (continued or accelerated vesting)(5) | 2,149,082 | 3,975,566 | — | 96,184 | 3,975,566 | | Estimated health & welfare benefits | 51,212 | — | — | — | 76,818 | | Total | 3,630,294 | 3,975,566 | — | 96,184 | 6,472,384 | | Claudius Sokenu | | | | | | | Cash severance | 962,500 | — | — | — | 1,925,000 | | Annual cash incentive | 412,500 | — | — | — | 412,500 | | Equity awards (continued or accelerated vesting)(5) | 1,940,384 | 3,062,318 | — | 391,989 | 3,062,318 | | Estimated health & welfare benefits | 5,987 | — | — | — | 8,980 | | Total | 3,321,371 | 3,062,318 | — | 391,989 | 5,408,798 | | 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) | — | 11,736,805 | — | 3,036,705 | 11,736,805 | | Estimated health & welfare benefits | 41,771 | — | — | — | 62,656 | | Total | 4,202,771 | 11,736,805 | — | 3,036,705 | 20,862,461 |

  139. Potential Payments upon Termination or Change in Control

    (1)Upon termination without “cause” or for “good reason” (as such term is defined in the Ligner Agreement, the Severance Plan or the Stubblefield Agreement, as applicable), (i) Mr. Ligner is generally entitled to the sum of (a) two times the sum of his then current base salary and target bonus and (b) 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 (ii) Messrs. Jones, Walker, Gourdier and Sokenu are generally entitled to the sum of (a) one times the sum his then current base salary plus his target bonus and (b) 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 (c) if such termination occurs prior to May 6, 2027, all unvested equity will continue to vest for 12 months post-termination and (d) are entitled to continued health benefits for up to 12 months following termination, and (iii) Mr. Stubblefield was generally entitled to (x) two times the sum of his then current base salary payable in equal installments over the 24-month period following termination, (y) 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 (z) continued health benefits for up to 24 months following termination, and (iv) the equity awards granted to Mr. Sokenu upon joining the Company on July 23, 2023 will vest in full upon a qualifying termination per the terms of his employment agreement.

  140. Potential Payments upon Termination or Change in Control

    | | 77 |

  141. Potential Payments upon Termination or Change in Control

    Executive Compensation Tables (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 plus (i) all unvested restricted stock units will vest, (ii) all unvested stock options will vest and remain exercisable for one year from the date of death and (iii) all unvested performance stock units will vest at the target level of achievement. Upon termination by reason of disability, the named executive officer will be entitled to receive compensation and benefits accrued prior to the disability plus (x) all unvested restricted stock units will vest, (y) all unvested stock options will vest and remain exercisable for one year from the date of disability and (z) all unvested performance stock units will vest at the target level of achievement. (3)Represents the value associated with the continued vesting of unvested equity that would apply under each grant’s retirement provisions with respect to each named executive officer who met the eligibility requirements for retirement as of December 31, 2025. Retirement is defined as termination of employment (other than for Cause) after reaching age 55, where the sum of age and years of continuous employment equals at least 65. As of December 31, 2025, none of our named executive officers were retirement eligible. (4)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 such term is defined in the Ligner Agreement, Severance Plan or the Stubblefield Agreement, as applicable), (i) Mr. Ligner is generally entitled to the sum of (a) three times the sum of his then current base salary and target bonus and (b) 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 (ii) Messrs. Jones, Walker, Gourdier and Sokenu are generally entitled to the sum of (a) two times the sum his then current base salary plus target bonus and (b) 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 (c) are entitled to continued health benefits for up to 18 months following termination, and (iii) Mr. Stubblefield was 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. The Severance Plan and Stubblefield Agreement provide that if any payments or benefits to which the participant 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 the participant in a better net after tax position. The amount above reflects no reduction of payments. (5)Represents the value of all performance stock units, unvested stock options and restricted stock units issued by the Company that would vest upon death, disability or a change in control and assumes a change in control price of $11.46, which was the closing price of Avantor’s common stock as reported on the NYSE on December 31, 2025. “Double-trigger” change in control vesting provisions were adopted in 2024 for all equity awards granted in 2024 and all future awards. CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (other than the CEO). Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions, and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we report. For fiscal 2025:

  142. Potential Payments upon Termination or Change in Control

    | Median Employee Total Annual Compensation: | $47,791 | | CEO Total Annual Compensation: | $7,090,019 | | Ratio of CEO Pay to Median Employee Compensation: | 148:1 |

  143. Potential Payments upon Termination or Change in Control

    We believe the foregoing ratio is a reasonable estimate calculated in a manner consistent with the SEC rules. Because we did not experience any material changes to our employee population or changes in employee compensation arrangements during 2025, in accordance with SEC rules, we used the median employee identified and reported in 2024 using data as of December 31, 2024 for purposes of calculating the pay ratio disclosure with respect to 2025 and that using this median employee will not significantly affect our pay ratio disclosure.

  144. Potential Payments upon Termination or Change in Control

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  145. Potential Payments upon Termination or Change in Control

    | Equity Compensation Plans |

  146. Potential Payments upon Termination or Change in Control

    The following table provides information as of December 31, 2025 regarding the number of shares of our common stock that may be issued under our equity compensation plans:

  147. Potential Payments upon Termination or Change in Control

    | 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 | 18.4(1) | 21.18 | 44.2(2) | | Equity Compensation Plans Not Approved by Security Holders | — | — | — | | Total | 18.4 | 21.94 | 44.2 |

  148. Potential Payments upon Termination or Change in Control

    (1)The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 6.4 million options issuable pursuant to outstanding equity awards under the Avantor, Inc. 2019 Equity Incentive Plan. The weighted-average exercise price of such options is $22.34. It also includes 4.6 million shares issuable pursuant to outstanding equity awards under the Vail Holdco Equity Incentive Plan. The weighted-average exercise price of such options is $23.21. It also includes 0.9 million shares issuable pursuant to outstanding equity awards under the Avantor Funding, Inc. 2016 Equity Incentive Plan. The weighted-average exercise price of such options is $12.42. Reflects the weighted average exercise price of stock options only. As restricted stock unit awards have no exercise price, they are excluded from the weighted average exercise price calculation set forth in column (b). (2)The number of securities remaining available for issuance includes 37.5 million shares that can be issued pursuant to future awards under the 2019 Equity Incentive Plan as well as 0.9 million shares that can be issued pursuant to the Avantor, Inc. 2019 Employee Stock Purchase Plan. The maximum number of shares that may be granted under the 2019 Equity Incentive Plan is 23,500,000 shares without giving effect to any “evergreen” increase, pursuant to which such “Absolute Share Limit” is automatically increased on the first day of each fiscal year through 2029 in an amount equal to the lower of (x) 1% of the total number of shares outstanding on the last day of the immediately preceding fiscal year and (y) a lower number of shares determined by the Board of Directors.

  149. Potential Payments upon Termination or Change in Control

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  150. Potential Payments upon Termination or Change in Control

    | Pay Versus Performance Disclosure |

  151. Potential Payments upon Termination or Change in Control

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

  152. Pay Versus Performance Disclosure Table

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

  153. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  154. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | Value of Initial fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for Emmanuel Ligner | Compensation Actually Paid to Emmanuel Ligner | Summary Compensation Table Total for Michael Stubblefield | Compensation Actually Paid to Michael Stubblefield | Average Summary Compensation Table Total for Non-PEO NEOs(1)(d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Avantor Total Stockholder Return(3) (f) | Peer Group Total Stockholder Return (g) | Net Income(4) (millions) (h) | Company Selected Measure (Revenue) (millions) (i) | | 2025 | $5,895,624 | $6,099,867 | $13,077,931 | $(1,380,512) | $5,375,454 | $2,060,367 | $40.71 | $148.36 | $(530.2) | $6,552.2 | | 2024 | $— | $— | $14,525,638 | $11,178,551 | $3,426,772 | $1,778,724 | $116.09 | $146.87 | $711.5 | $6,783.6 | | 2023 | $— | $— | $12,338,767 | $8,925,771 | $3,683,836 | $2,493,597 | $125.79 | $143.18 | $321.1 | $6,967.2 | | 2022 | $— | $— | $10,831,766 | $(28,632,167) | $2,553,081 | $(7,183,678) | $116.20 | $140.29 | $686.5 | $7,512.4 | | 2021 | $— | $— | $13,260,913 | $45,709,309 | $3,538,486 | $12,019,256 | $232.18 | $143.09 | $572.6 | $7,386.1 |

  155. PAY VERSUS PERFORMANCE TABLE

    Notes: (1)Compensation for our Current PEO, Emmanuel Ligner and Former 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 2025, R. Brent Jones, Corey Walker, Benoit Gourdier and Claudius Sokenu; (b) for 2024, R. Brent Jones, Benoit Gourdier, James Bramwell, Randy Stone and Claudius Sokenu; (c) for 2023, R. Brent Jones, Randy Stone, James Bramwell, Frederic Vanderhaegen, Gerard Brophy and Thomas Szlosek; and (d) for 2022 and 2021, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Sheri Lewis. (2)Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs NEOs in each of 2025, 2024, 2023, 2022 and 2021 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the tables below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our other Non-PEO NEOs during the applicable year. For more information regarding the decisions made by our Compensation and Human Resources Committee in regard to the PEO’s and our other Non-PEO NEOs’ compensation for fiscal year 2025, see “Compensation Discussion and Analysis — Compensation Philosophy and Objectives — How We Make Compensation Decisions.”

  156. PAY VERSUS PERFORMANCE TABLE

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  157. PAY VERSUS PERFORMANCE TABLE

    Pay Versus Performance Disclosure PEO SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID RECONCILIATION:

  158. PAY VERSUS PERFORMANCE TABLE

    | | Current PEO | Former PEO Michael Stubblefield | | | | | | | 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as reported in SCT | $5,895,624 | $13,077,931 | $14,525,638 | $12,338,767 | $10,831,766 | $13,260,913 | | Subtract change in the actuarial present value of pension benefits | $— | $— | $— | $(7,895) | $— | $(5,342) | | Add service cost of pension benefits | $— | $— | $— | $2,684 | $3,421 | $3,388 | | Subtract grant date fair value of equity awards granted during covered year reported in SCT | $(4,999,988) | $(10,875,781) | $(11,276,173) | $(10,966,272) | $(9,684,956) | $(8,633,149) | | Add fair value of equity compensation granted in current year – value at year-end | $5,204,231 | $5,669,429 | $9,149,167 | $7,305,449 | $3,260,458 | $18,576,571 | | 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 | $— | $(6,197,315) | $(1,323,388) | $(921,458) | $(28,816,798) | $17,291,985 | | 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 | $— | $(579,577) | $463,117 | $1,174,497 | $(4,226,057) | $5,214,944 | | 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 | $— | $(2,475,199) | $(359,810) | $— | $— | $— | | Compensation Actually Paid to PEO | $6,099,867 | $(1,380,512) | $11,178,551 | $8,925,771 | $(28,632,167) | $45,709,309 |

  159. Relationship between Compensation Actually Paid and

    Relationship between Compensation Actually Paid and

  160. 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 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, 2024 and 2025.

  161. COMPENSATION ACTUALLY PAID VS. TOTAL STOCKHOLDER RETURN

    | | PEO CAP (In Millions) | | Non-PEO NEOs CAP (In Millions) | | Avantor TSR | | S&P 500 Healthcare TSR |

  162. 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, 2020 through December 31, 2025, calculated in accordance with Item 201(e) of Regulation S-K.

  163. COMPENSATION ACTUALLY PAID VS. NET INCOME

    COMPENSATION ACTUALLY PAID VS. NET INCOME

  164. COMPENSATION ACTUALLY PAID VS. NET INCOME

    | 82 | 2026 Proxy Statement | |

  165. COMPENSATION ACTUALLY PAID VS. NET INCOME

    Pay Versus Performance Disclosure Our strong Net Income growth in 2021 directionally aligned with higher CAP in that year, while Growth was slower in 2022, 2023 and in 2025, which aligned with lower compensation actually paid. The net income increase in 2024 is also aligned with the increase in CAP.

  166. COMPENSATION ACTUALLY PAID VS. NET INCOME

    | | PEO CAP (In Millions) | | Non-PEO NEOs CAP (In Millions) | | Net Income (In Millions) |

  167. COMPENSATION ACTUALLY PAID VS. COMPANY SELECTED MEASURE

    COMPENSATION ACTUALLY PAID VS. COMPANY SELECTED MEASURE Our strong Revenue growth in 2021 directionally aligned with higher CAP for that year, while growth was slower in 2022, 2023, 2024 and 2025 which aligned with lower compensation actually paid.

  168. COMPENSATION ACTUALLY PAID VS. COMPANY SELECTED MEASURE

    | | PEO CAP (In Millions) | | Non-PEO NEOs CAP (In Millions) | | Revenue (In Millions) |

  169. COMPENSATION ACTUALLY PAID VS. COMPANY SELECTED MEASURE

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  170. COMPENSATION ACTUALLY PAID VS. COMPANY SELECTED MEASURE

    | PROPOSAL NO. 4 Ratification of Appointment of Independent Registered Public Accounting Firm | | VOTE “FOR” | | | The Board of Directors recommends a vote “FOR” ITEM 4, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. | |

  171. COMPENSATION ACTUALLY PAID VS. COMPANY SELECTED MEASURE

    The Audit and Finance Committee approved the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. The Board of Directors and the Audit and Finance Committee recommend that stockholders ratify this selection. Deloitte & Touche LLP has served as our independent registered public accounting firm since 2010. Although the Company is not required to seek stockholder approval of the auditor appointment, the Board believes that doing so is consistent with good corporate governance practices. If the appointment is not ratified, the Audit and Finance Committee will explore the reasons for stockholder rejection and will reconsider the appointment. A representative of Deloitte & Touche LLP will attend the Annual Meeting of Stockholders. Such representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

  172. COMPENSATION ACTUALLY PAID VS. COMPANY SELECTED MEASURE

    | 84 | 2026 Proxy Statement | |

  173. COMPENSATION ACTUALLY PAID VS. COMPANY SELECTED MEASURE

    Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm Report of the Audit and Finance Committee Management has the responsibility for the Company’s financial statements and overall financial reporting process, including the Company’s systems of internal controls. The independent registered public accounting firm has the responsibility to conduct an independent audit in accordance with generally accepted auditing standards and to issue an opinion on the accuracy of the Company’s consolidated financial statements and the effectiveness of the Company’s internal controls. The Audit and Finance Committee’s responsibility is to monitor and oversee these processes. The Audit and Finance Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2025. The Audit and Finance Committee has discussed with the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the Company’s audited consolidated financial statements with generally accepted accounting principles, the matters required to be discussed under the applicable standards of the Public Company Accounting Oversight Board. The Audit and Finance Committee has received from the independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit and Finance Committee concerning independence, and has discussed with the independent registered public accounting firm its independence. In considering the independence of the Company’s independent registered public accounting firm, the Audit and Finance Committee took into consideration the amount and nature of the fees paid to the firm for non-audit services, as described below. In reliance on the review and discussions described above, the Audit and Finance Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC. Respectfully submitted by the Audit and Finance Committee of the Board of Directors. Joseph Massaro, Chair