WST
2 0 2 4 P R O X Y S TAT E M E N T
CEO Letter
Dear Shareholders:
West celebrated a significant milestone in 2023-our 100th year in business-an accomplishment achieved by only a few select companies. This milestone provided our Company the opportunity to reflect on our rich history and the impact we have made through the relentless pursuit of our purpose to improve patient lives through the packaging and delivery of injectable therapies. Looking ahead to the next century, West is well positioned to not only sustain but enhance our critical role in healthcare as we continue to work by the side of our customers to serve the patients who rely on our products and services.
We had strong 2023 base organic sales growth, excluding the headwinds from lower pandemic-related sales, led by high- value product components and device and contract manufacturing. Our overall 2023 net sales of $2.95 billion was driven by 1.6% organic net sales growth. We continued our capital investments across our manufacturing network with $362.0 million spent on capital expenditures in 2023, driving our capacity capabilities and helping to meet the increased needs of our customers. Our ongoing success can be attributed to our proven growth strategy and the strength of our One West team, who I would like to thank for their dedication and commitment to our mission.
As we look to the future, we are making significant capital investments in our already strong global operations footprint to enable additional capacity for the increased customer demand. In February, we opened a new research and development lab in Radnor, Pennsylvania, where our research focus will expand to include containment and systems for advanced therapies and biomaterials, alongside development and testing for elastomer-glass systems, containment and packaging options. These investments, together with a strong and growing portfolio of products and services, will fuel organic sales growth and margin expansion, allowing West to reach more patients and deliver value back to shareholders.
Our commitment to responsible business practices remains steadfast and I am proud to report that West has once again been recognized for our Environmental, Social and Governance ("ESG") business practices with accolades from USA Today, naming West one of America's Climate Leaders and Newsweek, listing West as one of America's Most Responsible Companies. In partnership with our customers and suppliers, we continue to evolve our environmental targets as we solve ESG challenges together. Our progress and the newly set six priorities of our strategy will be outlined in our annual ESG Report later this year.
As in years past, the Management team, in collaboration with the Board of Directors, continues to uphold our commitment to aligning team performance with compensation and awards. Our transparent pay-for-performance plans for our executives has continued to receive more than 95 percent support from you, our shareholders, as detailed in this Proxy Statement.
Over the course of our 100 years in business, we have grown from manufacturing rubber and plastic solutions to designing and producing smart medical systems, critical to the delivery of today's most advanced injectable therapies. As a global market leader, West is defining the evolution of an industry that will continue to bring about a healthier world for the patients we serve. We remain grateful to all our shareholders who have supported West along the way and to those
who join us in looking forward to West's future.
Eric M. Green
President, Chief Executive Officer and Chair of the Board
West Pharmaceutical Services, Inc.
Notice of 2024 Annual Meeting
530 Herman O. West Drive
Exton, Pennsylvania 19341
March 13, 2024
The 2024 Annual Meeting of Shareholders of West Pharmaceutical Services, Inc. will be held by live webcast on:
Tuesday, April 23, 2024
9:30 AM, Eastern Daylight Time
To participate in the virtual Annual Meeting or to vote in that meeting, shareholders must enter the 16-digit digital control number found on their individualized proxy cards at the meeting specific website
www.virtualshareholdermeeting.com/WST2024
on the day of the meeting. Online access to the webcast will open 15 minutes prior to the start of the meeting. We encourage you to log on early. Additionally, shareholders participating in the Annual Meeting via the webcast may submit questions through the virtual meeting platform by following the instructions described in this Proxy Statement and on the website.
The scheduled items of business are:
Please note, Proposal 6 is subject to a No-Action Letter request and will not be presented at the shareholder meeting if the SEC rules in our favor. We will also transact such other business as may properly come before the meeting and any adjournments or postponements thereof.
Shareholders of record of West common stock at the close of business on February 28, 2024 are entitled to notice of, and to vote at, the meeting and any postponements or adjournments thereof.
Kimberly B. MacKay
Sr. Vice President, General Counsel
and Corporate Secretary
Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting on April 23, 2024
This Notice of Annual Meeting and Proxy Statement ("Notice") and the 2023 Annual Report on Form 10-K ("2023 Annual Report") are available on our website at: www.westpharma.com/investors
Your Vote is Important
Please vote as promptly as possible electronically via the Internet or by completing, signing, dating and returning the proxy card or voting instruction card.
Table of Contents
Proxy Summary
1
Election of Directors
7
Director Nominations, Skills and Criteria
7
Board Commitment to Diversity and Inclusion
9
Board Refreshment and Retirement Age
9
Board Evaluation Process
10
Proposal 1-Election of Directors
11
Director Nominee Biographies
12
Board and Director Information and Policies
23
Board Leadership Structure
23
Chair of the Board of Directors
24
Lead Independent Director
24
Committees
25
The Board's Role in Risk Oversight
28
Executive Officer Succession Planning
29
CEO Evaluation Process
30
Environmental, Social and Governance Responsibilities
31
Human Capital Management
33
2023 Shareholder Engagement
33
Communicating with the Board
34
Director Education and Onboarding
34
Corporate Governance Documents and Policies
35
Corporate Governance Principles
35
Ethics and Code of Conduct
36
Director Independence
36
Related Person Transactions and Procedures
36
Political Contributions and Lobbying
37
Anti-Hedging and Pledging Policies
37
Share Ownership Goals
37
Stock Ownership
38
Director Compensation
40
2023 Non-Employee Director Compensation
40
Director Deferred Compensation Plan
41
Compensation Committee Report
43
Compensation Discussion and Analysis
44
Executive Summary: 2023 Performance at a Glance
44
Governance and Compensation
45
Say-on-Pay
46
Executive Compensation Program Design
47
Factors Used in the Compensation Process
49
Business Segment Group
51
Impact of Business Results on our 2023 Incentive Plans
56
Incentive Compensation: Important Facts about Our Incentive Targets
52
Our Annual Incentive Compensation
53
Financial Measures and Adjustments
54
2023 Consolidated Performance
55
Our Long-Term Equity Incentive Compensation
56
2023 Compensation Decisions
57
Other Compensation Practices
59
Compensation Tables
62
2023 Summary Compensation
62
2023 Grant of Plan-Based Awards
64
Outstanding Equity Awards at Year-End 2023
65
2023 Option Exercises and Stock Vested
66
2023 Pension Benefits
67
2023 Nonqualified Deferred Compensation
67
Payments on Disability
68
Payments on Death
68
Estimated Payments Following Termination
69
Estimated Additional Severance Payments
69
Payments on Termination in Connection with a Change-in-Control
70
CEO Pay Ratio
73
Pay Versus Performance
73
Proposal 2-Advisory Vote to Approve Named Executive Officer Compensation
77
Independent Auditors and Fees
78
Audit Committee Report
79
Proposal 3-Amend and Restate Our Amended and Restated Articles of Incorporation to Eliminate
Supermajority Transaction Requirement
80
Proposal 4-Amend and Restate Our Amended and Restated Articles of Incorporation to Eliminate
Supermajority Amendment Requirement
81
Proposal 5-Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent
Registered Public Accounting Firm
82
Proposal 6-Shareholder Proposal Entitled "Simple Majority Vote"
83
Voting and Other Information
85
APPENDIX 1 - Proposed Changes to Amended and Restated Articles of Incorporation
A-1
PROXY SUMMARY
Proxy Summary
Below is a summary of important information you will find in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
Summary of Shareholder Voting Matters
Our Board of Directors is soliciting your vote on matters that will be presented at our 2024 Annual Meeting of Shareholders and at any adjournment or postponement thereof. This Proxy Statement contains information to assist you in voting your shares.
The Notice, the accompanying proxy card or voting instruction card and our 2023 Annual Report, including our annual report wrap, are being mailed starting on or about March 13, 2024.
Recommended
Proposal 1: Election of Directors
Page 11
✔ FOR
Mark A. Buthman
Deborah L. V. Keller
Each Nominee
William F. Feehery
Myla P. Lai-Goldman
Robert F. Friel
Stephen H. Lockhart
Eric M. Green
Douglas A. Michels
Thomas W. Hofmann
Paolo Pucci
Molly E. Joseph
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
Page 77
✔ FOR
Proposal 3: Amend and Restate Our Amended and Restated Articles of Incorporation to
Page 80
✔ FOR
Eliminate Supermajority Transaction Requirement
Proposal 4: Amend and Restate Our Amended and Restated Articles of Incorporation to
Page 81
✔ FOR
Eliminate Supermajority Amendment Requirement
Proposal 5: Ratification of the Appointment of PricewaterhouseCoopers LLP as our
Page 82
✔ FOR
Independent Registered Public Accounting Firm for 2024
Proposal 6: Shareholder Proposal entitled "Simple Majority Vote"
Page 83
X AGAINST
2023 Business Highlights*
The pillars of our Company's market-led approach, global operations and One West philosophy have served as the foundation to our success in 2023 both in net sales growth and operating cash flow. We continue to see favorable trends in the pharmaceutical and biotech industries that enable the Company to pursue its long-term growth strategy and fulfill our vision for the future, including:
2024 Annual Meeting and Proxy Statement | 1
PROXY SUMMARY
Each year, we have seen growing interest and demand for our high value product offerings, delivery device platforms and services. Customers are turning to West for our scientific expertise and insight into the regulatory landscape that governs our industry. This expertise helps us to build positive relationships with our customers. In 2023, we reported:
Long-Term Shareholder Return
Examining our results over the past five years, West has consistently delivered against its objectives, posting long-term sales growth and EPS improvements. The Company has outperformed both the S&P 500 Index and S&P 500 Health Care Index in Total Shareholder Return ("TSR") during this same period.
Constant Currency
$2.95
CAGR 13.3%
Billion
Reported
CAGR 12.5%
$1.84
Billion
2019
2020
2021
2022
2023
NET SALES
Adjusted Diluted EPS
$8.08
$600
$550
CAGR 25.7%
$500
$450
$400
$350
$300
$250
$3.24
$200
$150
$100
$50
2018 2019 2020 2021 2022 2023
NYSE: WST
S&P 500
2019
2020
2021
2022
2023
S&P 500 Healthcare
Comparison of Cumulative
Adjusted-Diluted EPS1
Five-Year Total Return2
(Non-U.S. GAAP)
(Dec. 31, 2018 - Dec. 31, 2023)
2 | 2024 Annual Meeting and Proxy Statement
PROXY SUMMARY
9%
Net Sales by
19%
Net Sales by
19%
46%
GEOGRAPHIC 45%
10%
PRODUCT
50% 24%
MARKET
LOCATION
CATEGORY
21%
GROUP
20%
Americas
Europe, Middle East, Africa
Asia Pacific
PROPRIETARY PRODUCTS
High-Value Product Components
PROPRIETARY PRODUCTS
Standard Packaging
High-Value Product Delivery
Devices
Contract-Manufactured
Products3
Biologics
Generics
Pharma
Contract-Manufactured
Products3
2024 Annual Meeting and Proxy Statement | 3
PROXY SUMMARY
Our Director Nominees
You are being asked to vote on the directors nominated on page 11.
All directors are elected annually by a majority of votes cast, except in the case of a contested election where the number of nominees exceeds the number of open positions, in which case plurality voting is used. The chart below summarizes some key characteristics of the members of our Board of Directors. All data is as of March 13, 2024. Detailed information about each director's background and areas of expertise can be found beginning on page 11.
Skills
Buthman
Feehery
Friel
Green
Hofmann
Joseph
Keller
Lai
-
Goldman
Lockhart
Michels
Pucci
Corporate Development
Executive Leadership
Financial Expertise
Global Supply Chain & Operations
Healthcare Industry
International Experience
Marketing Strategy
Regulatory/Drug Development
Science & Technology
Background
Independent
Age
63
53
68
54
72
50
61
66
65
67
62
Gender
M
M
M
M
M
F
F
F
M
M
M
Tenure
13
12
4
9
17
3
7
10
2
13
8
4 | 2024 Annual Meeting and Proxy Statement
Disclaimer
West Pharmaceutical Services Inc. published this content on 12 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 March 2024 11:03:08 UTC.