Avantor, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: AVTR · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 1722482

Sentiment: neutral

Topics: DEF 14A, Avantor, Executive Compensation, Proxy Statement, Shareholder Voting

TL;DR

<b>Avantor, Inc. has filed its Definitive Proxy Statement detailing executive compensation and financial data for the fiscal year 2023.</b>

AI Summary

Avantor, Inc. (AVTR) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Avantor, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024. The filing covers the fiscal year ending December 31, 2023. Key compensation elements for PEO and Non-PEO/NEO members are detailed for the 2023 fiscal year. Specific metrics related to equity compensation, pension benefits, and dividends accrued on unvested shares are presented. The filing includes data for fiscal years 2020, 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking Avantor, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, allowing them to make informed voting decisions on related proposals. The detailed breakdown of compensation components and financial metrics helps investors assess the company's performance and management's alignment with shareholder interests.

Risk Assessment

Risk Level: low — Avantor, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate significant financial or operational news.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand management's incentives and potential governance changes.

Key Numbers

Key Players & Entities

FAQ

When did Avantor, Inc. file this DEF 14A?

Avantor, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Avantor, Inc. (AVTR).

Where can I read the original DEF 14A filing from Avantor, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Avantor, Inc..

What are the key takeaways from Avantor, Inc.'s DEF 14A?

Avantor, Inc. filed this DEF 14A on March 29, 2024. Key takeaways: Avantor, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024.. The filing covers the fiscal year ending December 31, 2023.. Key compensation elements for PEO and Non-PEO/NEO members are detailed for the 2023 fiscal year..

Is Avantor, Inc. a risky investment based on this filing?

Based on this DEF 14A, Avantor, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures without immediate significant financial or operational news.

What should investors do after reading Avantor, Inc.'s DEF 14A?

Review the executive compensation details and any shareholder proposals to understand management's incentives and potential governance changes. The overall sentiment from this filing is neutral.

How does Avantor, Inc. compare to its industry peers?

Avantor, Inc. operates in the laboratory analytical instruments industry.

Are there regulatory concerns for Avantor, Inc.?

The filing is a DEF 14A, a standard SEC filing for companies soliciting proxies from shareholders.

Industry Context

Avantor, Inc. operates in the laboratory analytical instruments industry.

Regulatory Implications

The filing is a DEF 14A, a standard SEC filing for companies soliciting proxies from shareholders.

What Investors Should Do

  1. Analyze the compensation packages for PEO and Non-PEO/NEO members for fiscal year 2023.
  2. Review any shareholder proposals and the company's recommendations.
  3. Compare key compensation metrics across fiscal years 2020-2023.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for the company, providing details on executive compensation and shareholder matters.

Filing Stats: 4,302 words · 17 min read · ~14 pages · Grade level 15.4 · Accepted 2024-03-29 16:16:03

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 39 Compensation Discussion and Analysis 39 Executive Summary 40 Compensation Philosophy & Objectives – How We Make Compensation Decisions 45 Elements of Compensation – What We Pay and Why 46 Compensation and Human Resources Committee Report 54

Executive Compensation Tables

Executive Compensation Tables 55 Pay Ratio Disclosure 64 Equity Compensation Plans 65 Pay versus Performance Disclosure 66 Householding of Proxy Materials 70 Questions and Answers About the Meeting and Voting 71 Other Business 76 Appendix A: Non-GAAP Financial Measurements 77 Appendix B: Proposed Amendments to the Third Amended and Restated Certificate of Incorporation 81 FORWARD-LOOKING AND CAUTIONARY STATEMENTS Certain of the statements contained in this proxy statement are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may be preceded by, followed by or include the words "aim," "anticipate," "assumption," "believe," "continue," "estimate," "expect," "forecast," "goal," "guidance," "intend," "likely," "long-term," "near-term," "objective," "opportunity," "outlook," "plan," "potential," "project," "projection," "prospects," "seek," "target," "trend," "can," "could," "may," "should," "would," "will," the negatives thereof and other words and terms of similar meaning. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct. Factors that could contribute to these risks, uncertainties and assumptions include, but are not limited to, the factors described in "Risk Factors" in our most recent Annual Report on Form 10-K, as such risk factors may be updated from time to time in

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Our Compensation Objectives Avantor's executive compensation is designed to support the longevity and stability of the company by driving long-term business outcomes and promoting strong governance practices. This is done by linking individual pay with Avantor's performance on a diverse set of measures, including financial and corporate strategic goals. In 2023, these goals included employee representation and reduction in greenhouse gas emissions. Our executive compensation practices include the following, each of which the Compensation and Human Resources Committee believes reinforces our executive compensation objectives: Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance 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 under our long-term incentive plan 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 prior to vesting 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 equity-based long-term incentive programs 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 enhancemen

Election of Directors

Item 1 Election of Directors At this Annual Meeting, all directors will be elected for a one-year term expiring at the next annual meeting of stockholders. Our Board currently has ten members. Nine of our directors are standing for election at the Annual Meeting. Christi Shaw, a director since 2018, will not to stand for re-election in order to focus on other business and personal interests. The Board has initiated a search process to identify qualified candidates to replace Ms. Shaw in line with the nomination process outlined in our Corporate Governance Guidelines. The Board is conscious of the impact of her departure on board diversity and will be actively considering that impact as part of this search. The biographies below describe the business experience of each director nominee standing for re-election. Following the biographical information for each director nominee, we have listed the specific experience and qualifications of that nominee that strengthen the Board of Directors' collective qualifications, skills and experience. In considering each director nominee for election at the Annual Meeting, the Nominating and Governance Committee assessed the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and 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 structure, the Board focused primarily on the information discussed in each board member's biographical information and the Director Skills Matrix set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Board's nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing