Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE The following table sets forth the compensation for our PEO and the average compensation for our Non-PEO NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the compensation actually paid (“CAP”) to such individuals, as defined under SEC rules, for each of 2023, 2022, 2021 and 2020. The table also provides information on our cumulative total stockholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Adjusted EBITDA over such years in accordance with SEC rules. Pay Versus Performance Table
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Summary Compensation on Table Total for PEO (1) |
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Compensation Actually Paid to PEO (2) |
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Average Summary Compensation Table Total for Non-PEO NEOs (1) |
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Average Compensation Actually Paid to Non-PEO NEOs (2) |
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$100 Investment Based On: |
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Company Selected Measure (Adjusted EBITDA) (5) (millions) |
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Avantor Total Stockholder Return (3) |
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Peer Group
Total
Stockholder
Return |
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2023 |
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$ |
12,338,767 |
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$ |
8,925,771 |
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$ |
3,683,836 |
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$ |
2,493,597 |
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$ |
125.79 |
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$ |
143.18 |
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$ |
321.1 |
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$ |
1309.1 |
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2022 |
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$ |
10,831,766 |
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$ |
(28,632,167 |
) |
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$ |
2,553,081 |
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$ |
(7,183,678 |
) |
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$ |
116.20 |
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$ |
140.29 |
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$ |
686.5 |
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$ |
1,570.7 |
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2021 |
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$ |
13,260,913 |
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$ |
45,709,309 |
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$ |
3,538,486 |
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$ |
12,019,256 |
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$ |
232.18 |
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$ |
143.09 |
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$ |
572.6 |
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$ |
1,458.6 |
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2020 |
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$ |
11,257,062 |
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$ |
33,997,170 |
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$ |
4,588,288 |
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$ |
10,679,332 |
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$ |
155.10 |
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$ |
113.45 |
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$ |
116.6 |
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$ |
1,141.6 |
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(1) |
Compensation for our PEO, Michael Stubblefield, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for our non-PEO NEOs included: (a) for 2023, R. Brent Jones, Randy Stone, James Bramwell, Frederic Vanderhaegen, Gerard Brophy and Thomas Szlosek; (b) for 2022 and 2021, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Sheri Lewis; and (c) for 2020, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Michael Wondrasch. |
(2) |
Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the tables below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our other Non-PEO NEOs during the applicable year. For additional information regarding the decisions made by our Compensation and Human Resources Committee in regard to the PEO’s and our other Non-PEO NEOs’ compensation for fiscal year 2023, refer to “Compensation Discussion and Analysis – Compensation Philosophy & Objectives – How We Make Compensation Decisions.” |
PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation:
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PEO: Michael Stubblefield |
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Total Compensation as reported in SCT |
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$ |
12,338,767 |
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$ |
10,831,766 |
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$ |
13,260,913 |
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$ |
11,257,062 |
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Subtract change in the actuarial present value of pension benefits |
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$ |
(7,895 |
) |
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$ |
— |
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$ |
(5,342 |
) |
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$ |
(6,272 |
) |
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Add service cost of pension benefits |
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$ |
2,684 |
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$ |
3,421 |
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$ |
3,388 |
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$ |
2,875 |
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Subtract grant date fair value of equity awards granted during covered year reported in SCT |
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$ |
(10,966,272) |
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$ |
(9,684,956 |
) |
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$ |
(8,633,149 |
) |
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$ |
(7,313,957 |
) |
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Add fair value of equity compensation granted in current year – value at year-end |
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$ |
7,305,449 |
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$ |
3,260,458 |
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$ |
18,576,571 |
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$ |
16,957,180 |
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Add dividends accrued on unvested shares/share units |
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— |
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$ |
— |
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$ |
— |
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$ |
— |
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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 |
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$ |
(921,458 |
) |
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$ |
(28,816,798 |
) |
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$ |
17,291,985 |
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$ |
10,226,909 |
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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 |
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$ |
1,174,497 |
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$ |
(4,226,057 |
) |
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$ |
5,214,944 |
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$ |
2,873,373 |
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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 |
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— |
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$ |
— |
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$ |
— |
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$ |
— |
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Compensation Actually Paid to PEO |
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$ |
8,925,771 |
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$ |
(28,632,167 |
) |
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$ |
45,709,309 |
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$ |
33,997,170 |
| Average Non-PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation:
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Total Compensation as reported in SCT |
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$ |
3,683,836 |
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$ |
2,553,081 |
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$ |
3,538,486 |
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$ |
4,588,288 |
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Subtract change in the actuarial present value of pension benefits |
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$ |
(5,613 |
) |
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$ |
(1,726 |
) |
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$ |
(2,787 |
) |
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$ |
(4,428 |
) |
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Add service cost of pension benefits |
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$ |
1,806 |
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$ |
2,495 |
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$ |
2,491 |
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$ |
982 |
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Subtract grant date fair value of equity awards granted during fiscal year reported in SCT |
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$ |
(3,117,887 |
) |
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$ |
(1,963,157 |
) |
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$ |
(1,861,530 |
) |
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$ |
(3,340,903 |
) |
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Add fair value of equity compensation granted in current year – value at year-end |
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$ |
2,221,730 |
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$ |
660,865 |
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$ |
4,005,523 |
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$ |
6,814,068 |
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Add dividends accrued on unvested shares/share units |
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— |
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$ |
— |
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$ |
— |
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$ |
— |
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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 |
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$ |
(81,272 |
) |
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$ |
(6,381,045 |
) |
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$ |
5,398,965 |
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$ |
2,303,223 |
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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 |
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$ |
138,465 |
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$ |
(2,054,191 |
) |
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$ |
938,108 |
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$ |
318,100 |
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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 |
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$ |
(347,467 |
) |
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$ |
— |
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$ |
— |
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$ |
— |
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Compensation Actually Paid to Non-PEO NEOs |
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$ |
2,493,597 |
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$ |
(7,183,678 |
) |
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$ |
12,019,256 |
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$ |
10,679,332 |
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(3) |
TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the S&P 500 Health Care Index. Historic stock price performance is not necessarily indicative of future stock performance. |
(4) |
Reflects “Net Income” in the Company’s Consolidated statements of operations included in its Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. |
(5) |
Adjusted EBITDA is the company selected measure and as used in this Proxy Statement is a non-GAAP financial measure. See “Appendix A – Non-GAAP Financial Measurements” for further discussion on this measure, including a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. |
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| Company Selected Measure Name |
Adjusted EBITDA
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| Named Executive Officers, Footnote |
(1) |
Compensation for our PEO, Michael Stubblefield, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for our non-PEO NEOs included: (a) for 2023, R. Brent Jones, Randy Stone, James Bramwell, Frederic Vanderhaegen, Gerard Brophy and Thomas Szlosek; (b) for 2022 and 2021, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Sheri Lewis; and (c) for 2020, Thomas Szlosek, Frederic Vanderhaegen, Gerard Brophy and Michael Wondrasch. |
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| Peer Group Issuers, Footnote |
TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the S&P 500 Health Care Index. Historic stock price performance is not necessarily indicative of future stock performance.
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| PEO Total Compensation Amount |
$ 12,338,767
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$ 10,831,766
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$ 13,260,913
|
$ 11,257,062
|
| PEO Actually Paid Compensation Amount |
$ 8,925,771
|
(28,632,167)
|
45,709,309
|
33,997,170
|
| Adjustment To PEO Compensation, Footnote |
PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation:
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PEO: Michael Stubblefield |
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Total Compensation as reported in SCT |
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$ |
12,338,767 |
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$ |
10,831,766 |
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|
$ |
13,260,913 |
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|
$ |
11,257,062 |
|
|
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|
|
|
Subtract change in the actuarial present value of pension benefits |
|
$ |
(7,895 |
) |
|
$ |
— |
|
|
$ |
(5,342 |
) |
|
$ |
(6,272 |
) |
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|
Add service cost of pension benefits |
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$ |
2,684 |
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$ |
3,421 |
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$ |
3,388 |
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$ |
2,875 |
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|
Subtract grant date fair value of equity awards granted during covered year reported in SCT |
|
$ |
(10,966,272) |
|
|
$ |
(9,684,956 |
) |
|
$ |
(8,633,149 |
) |
|
$ |
(7,313,957 |
) |
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|
|
|
|
Add fair value of equity compensation granted in current year – value at year-end |
|
$ |
7,305,449 |
|
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$ |
3,260,458 |
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$ |
18,576,571 |
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$ |
16,957,180 |
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Add dividends accrued on unvested shares/share units |
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— |
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$ |
— |
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|
$ |
— |
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|
$ |
— |
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|
|
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|
|
Add/subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year |
|
$ |
(921,458 |
) |
|
$ |
(28,816,798 |
) |
|
$ |
17,291,985 |
|
|
$ |
10,226,909 |
|
|
|
|
|
|
Add/subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year |
|
$ |
1,174,497 |
|
|
$ |
(4,226,057 |
) |
|
$ |
5,214,944 |
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|
$ |
2,873,373 |
|
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|
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|
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 |
|
|
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Compensation Actually Paid to PEO |
|
$ |
8,925,771 |
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|
$ |
(28,632,167 |
) |
|
$ |
45,709,309 |
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$ |
33,997,170 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 3,683,836
|
2,553,081
|
3,538,486
|
4,588,288
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,493,597
|
(7,183,678)
|
12,019,256
|
10,679,332
|
| Adjustment to Non-PEO NEO Compensation Footnote |
Average Non-PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation:
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Total Compensation as reported in SCT |
|
$ |
3,683,836 |
|
|
$ |
2,553,081 |
|
|
$ |
3,538,486 |
|
|
$ |
4,588,288 |
|
|
|
|
|
|
Subtract change in the actuarial present value of pension benefits |
|
$ |
(5,613 |
) |
|
$ |
(1,726 |
) |
|
$ |
(2,787 |
) |
|
$ |
(4,428 |
) |
|
|
|
|
|
Add service cost of pension benefits |
|
$ |
1,806 |
|
|
$ |
2,495 |
|
|
$ |
2,491 |
|
|
$ |
982 |
|
|
|
|
|
|
Subtract grant date fair value of equity awards granted during fiscal year reported in SCT |
|
$ |
(3,117,887 |
) |
|
$ |
(1,963,157 |
) |
|
$ |
(1,861,530 |
) |
|
$ |
(3,340,903 |
) |
|
|
|
|
|
Add fair value of equity compensation granted in current year – value at year-end |
|
$ |
2,221,730 |
|
|
$ |
660,865 |
|
|
$ |
4,005,523 |
|
|
$ |
6,814,068 |
|
|
|
|
|
|
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 |
|
$ |
(81,272 |
) |
|
$ |
(6,381,045 |
) |
|
$ |
5,398,965 |
|
|
$ |
2,303,223 |
|
|
|
|
|
|
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 |
|
$ |
138,465 |
|
|
$ |
(2,054,191 |
) |
|
$ |
938,108 |
|
|
$ |
318,100 |
|
|
|
|
|
|
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 |
|
$ |
(347,467 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
Compensation Actually Paid to Non-PEO NEOs |
|
$ |
2,493,597 |
|
|
$ |
(7,183,678 |
) |
|
$ |
12,019,256 |
|
|
$ |
10,679,332 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid vs. Total Stockholder Return As shown in the chart below, the PEO and other NEOs’ CAP amounts are aligned with our TSR. Our higher TSR in 2020 and 2021 (both on an absolute basis and relative to the S&P 500 Health Care Index) directionally aligned with higher CAP for the PEO and NEOs, while weaker performance resulted in negative CAP in 2022 and lower CAP in 2023.
(a) |
Total stockholder return in the above chart, in the case of both the Company and our peer group as noted in footnote 3 of the above Pay versus Performance Table, reflects the cumulative return of $100 as if invested on December 31, 2019, calculated in accordance with Item 201(e) of Regulation S-K. |
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| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid vs. Net Income Our strong Net Income growth in 2020 and 2021 directionally aligned with higher CAP for those years, while Growth was slower in 2022 and 2023, which aligned with lower compensation actually paid.
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| Compensation Actually Paid vs. Company Selected Measure |
Compensation Actually Paid vs. Company Selected Measure Our strong Adjusted EBITDA growth in 2020 and 2021 directionally aligned with higher CAP for those years, while growth was slower in 2022 and 2023, which aligned with lower compensation actually paid.
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| Total Shareholder Return Vs Peer Group |
Compensation Actually Paid vs. Total Stockholder Return As shown in the chart below, the PEO and other NEOs’ CAP amounts are aligned with our TSR. Our higher TSR in 2020 and 2021 (both on an absolute basis and relative to the S&P 500 Health Care Index) directionally aligned with higher CAP for the PEO and NEOs, while weaker performance resulted in negative CAP in 2022 and lower CAP in 2023.
(a) |
Total stockholder return in the above chart, in the case of both the Company and our peer group as noted in footnote 3 of the above Pay versus Performance Table, reflects the cumulative return of $100 as if invested on December 31, 2019, calculated in accordance with Item 201(e) of Regulation S-K. |
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|
| Tabular List, Table |
Tabular List of Most Important Financial Performance Measures The unranked list below represents, in Avantor’s view, Avantor’s most important financial measures used to link compensation to performance:
|
|
Company Performance Metrics (1) |
|
Adjusted EBITDA |
|
Adjusted EPS |
|
Net Working Capital as a Percentage of Sales |
|
Relative TSR |
|
Revenue |
(1) |
For further information regarding these company performance metrics and their function in the Company’s executive compensation program, please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement. See Appendix A for information about these non-GAAP financial measures. |
|
|
|
|
| Total Shareholder Return Amount |
$ 125.79
|
116.2
|
232.18
|
155.1
|
| Peer Group Total Shareholder Return Amount |
143.18
|
140.29
|
143.09
|
113.45
|
| Net Income (Loss) |
$ 321,100,000
|
$ 686,500,000
|
$ 572,600,000
|
$ 116,600,000
|
| Company Selected Measure Amount |
1,309,100,000
|
1,570,700,000
|
1,458,600,000
|
1,141,600,000
|
| PEO Name |
Michael Stubblefield
|
|
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EBITDA
|
|
|
|
| Non-GAAP Measure Description |
Adjusted EBITDA is the company selected measure and as used in this Proxy Statement is a non-GAAP financial measure. See “Appendix A – Non-GAAP Financial Measurements” for further discussion on this measure, including a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EPS
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Net Working Capital as a Percentage of Sales
|
|
|
|
| Measure:: 4 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Relative TSR
|
|
|
|
| Measure:: 5 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Revenue
|
|
|
|
| PEO | Change in the actuarial present value of pension benefits [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (7,895)
|
$ 0
|
$ (5,342)
|
$ (6,272)
|
| PEO | Service cost of pension benefits [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,684
|
3,421
|
3,388
|
2,875
|
| PEO | Year end Fair Value Of Awards Granted In The Current Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(10,966,272)
|
(9,684,956)
|
(8,633,149)
|
(7,313,957)
|
| PEO | Fair value of equity compensation granted in current year value at year end [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
7,305,449
|
3,260,458
|
18,576,571
|
16,957,180
|
| PEO | Dividends Accrued On Unvested Shares Share Units [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(921,458)
|
(28,816,798)
|
17,291,985
|
10,226,909
|
| PEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,174,497
|
(4,226,057)
|
5,214,944
|
2,873,373
|
| PEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | Change in the actuarial present value of pension benefits [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(5,613)
|
(1,726)
|
(2,787)
|
(4,428)
|
| Non-PEO NEO | Service cost of pension benefits [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,806
|
2,495
|
2,491
|
982
|
| Non-PEO NEO | Year end Fair Value Of Awards Granted In The Current Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(3,117,887)
|
(1,963,157)
|
(1,861,530)
|
(3,340,903)
|
| Non-PEO NEO | Fair value of equity compensation granted in current year value at year end [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,221,730
|
660,865
|
4,005,523
|
6,814,068
|
| Non-PEO NEO | Dividends Accrued On Unvested Shares Share Units [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(81,272)
|
(6,381,045)
|
5,398,965
|
2,303,223
|
| Non-PEO NEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
138,465
|
(2,054,191)
|
938,108
|
318,100
|
| Non-PEO NEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (347,467)
|
$ 0
|
$ 0
|
$ 0
|
