UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.           )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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West Pharmaceutical Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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Dear Shareholders:

2021 was a year of tremendous growth for West as we continued to demonstrate our commitment to improving patient lives during the second year of the pandemic. As our industry worked to resume as much normalcy as possible to address ever-present, underlying healthcare conditions and diseases, West remained steadfast in our approach. We partnered with our biopharmaceutical and medical device customers to help them develop and deliver novel treatment options and vaccines to fight both COVID-19 and the myriad of routine diseases that patients continue to face.

With focused execution of our market-led strategy, West continued to offer unique product solutions targeted specifically for biologics, generics, standard pharmaceuticals and device/diagnostics. We also made more than $253 million in capital investments within our manufacturing network to meet increased customer demand and to fulfill ongoing commitments which enabled us to increase product delivery associated with the pandemic and grow our core business.

Equally important to our team is the sustainability of our business commitments. We made significant progress in advancing our environmental, social and governance (“ESG”) goals this year by expanding our ESG transparency reporting to align with the Task Force for Climate-Related Financial Disclosure recommendations, while continuing to advance all other areas of our Corporate Responsibility strategy. Our efforts were recognized this year by an MSCI ESG rating of AAA, by Barron’s, which named West as one of the 100 Most Sustainable Companies in America and by Newsweek, which listed West as one of America’s Most Responsible Companies.

As in years past, the Management team has worked together with the Board of Directors to ensure the performance of our team is reflected in their compensation and awards framework and is aligned with the business results we have delivered. The detailed pay-for-performance plans of our executives, which in the past have received more than 95 percent support from you, our shareholders, are detailed in this Proxy Statement.

With time comes change, and in 2021, our Board welcomed a new member, Molly Joseph, former CEO of UnitedHealthcare Global, and also prepared for the announced retirement of our 2021 Chair of the Board, Patrick Zenner. For the past 20 years, Pat has been an instrumental member of our Board serving as an outstanding leader, visionary and champion for West and our communities across the globe. We would like to extend our appreciation to him for his long-standing commitment and dedication to our Board and to the Company. I also want to congratulate Board Member Paolo Pucci on being named Lead Independent Director.

As we prepare for 2022 and beyond, we remain resolute in our commitment to improving patient lives through the containment and delivery of injectable therapies. Our more than 10,000 team members know and appreciate the essential role we play in the industry and are to be thanked for their tireless dedication to our purpose.

I wish all our shareholders health and safety, and I thank you for your continued support of West.

Eric M. Green
President & Chief Executive Officer

530 Herman O. West Drive
Exton, Pennsylvania 19341

April 14, 2022

Due to uncertainty regarding the COVID-19 pandemic and guidance issued by public health officials, we have determined that it is again in the best interests of shareholders to hold a virtual shareholder meeting for 2022. By holding a virtual meeting, we will be protecting the health and well-being of our shareholders, team members and community.

The 2022 Annual Meeting of Shareholders of West Pharmaceutical Services, Inc. will be held at 10:00 AM U.S. Eastern Daylight Time on Tuesday, May 24, 2022.

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/WST2022 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:

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Election of nominees named in the Proxy Statement as directors, each for a term of one year or until their successor is appointed or elected

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Consideration of an advisory vote to approve Named Executive Officer compensation

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Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2022

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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 March 1, 2022 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 May 24, 2022

This Notice of Annual Meeting and Proxy Statement (“Notice”) and the 2021 Annual Report on Form 10-K (“2021 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.

 

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 2022 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 2021 Annual Report, including our annual report wrap, are being mailed starting on or about April 14, 2022.

2021 Business Highlights*

Our market-led focus, global operations and One West philosophy continued to be the foundations of our Company’s 2021 success in both sales growth and operating margin expansion. We continue to see favorable trends in the pharmaceutical and biotech industries that are expected to enable the Company to fulfill our long-term growth strategy, including:

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Biotechnology continues to emerge as a promising source of therapies and products for patient care, which requires specialized packaging and delivery solutions due to the sensitive nature of these large molecules. We continue to have a high participation rate in providing primary containment components for approved new molecular entities (“NMEs”), especially large-molecule injectable drugs.

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The regulatory landscape is keeping pace with the number of new drug approvals, issuing updated guidance on how newer, self-administered combination products are reviewed and approved for sale and the quality and regulatory documentation that is required.

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Continued research of subcutaneous administration, as an alternative to intravenous administration, prompted by its cost-effectiveness and increased patient adherence, fuels more opportunities to develop self-administration technology that places easy-to-use delivery systems in the hands of patients.

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Each year, we have seen growing interest and demand for our high value product offerings, delivery device platforms and our services. Customers are also coming to West for our scientific expertise and insight into the regulatory landscape that governs our industry. This demand has translated into positive results for the business. In 2021, we reported:

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Full-year 2021 net sales of  $2.832 billion, a 31.9% increase; organic sales growth of 29.4%; currency translation increased sales growth by 250-basis points

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Full-year 2021 reported-diluted EPS of  $8.67, an increase of 89.7%, and full-year 2021 adjusted-diluted EPS of  $8.58, an increase of 80.3%

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*

Certain forward-looking statements are included in this Proxy Statement. They use such words as “will,” “continue,” “estimate,” “expect,” “looking to the future,” and other similar terminology. These statements reflect Management’s current expectations regarding future events and operating performance and speak only as of the date of this document. These statements are based on Management’s beliefs and assumptions, current expectations, estimates, and forecasts. There are many factors that can influence the Company’s future results that are beyond the ability of the Company to control or predict. Because of these known or unknown risks or uncertainties, actual results could differ materially from past results and those expressed or implied in any forward-looking statement. For a description of factors that could cause the Company’s future results to differ from those expressed in any such forward-looking statements, see Item 1A, entitled “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and as revised or supplemented by our quarterly reports on Form 10-Q or Form 8-K. Except as required by law or regulation, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Full-year 2021 gross profit margin of 41.5%, a 570-basis point increase from the prior year

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Proprietary Products segment gross profit margin expanded by 580-basis points

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Contract-Manufactured Products segment gross profit margin decreased by 90-basis points

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Full-year 2021 operating cash flow was $584.0 million, an increase of 23.6%; capital expenditures were $253.4 million, compared to $174.4 million over the same period last year, and represented 8.9% of full-year 2021 net sales; and free cash flow (operating cash flow minus capital expenditures) was $330.6 million, an increase of 10.9%

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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 steady EPS improvements. The Company has also outperformed both our peers and the market overall in Total Shareholder Return (“TSR”) during this same period.

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Our Director Nominees

You are being asked to vote on the directors nominated below. Under our Corporate Governance Principles, which generally provide for retirement of a non-employee director at the first Annual Meeting of Shareholders after reaching 75 years of age, Patrick Zenner, Chair of the Board of Directors since 2015 and a director since 2002, is not nominated for re-election in 2022. Mr. Zenner’s distinguished service on the Board included being a critical member on each of the Company’s board committees, most recently the Nominating and Corporate Governance Committee. Over the course of his 20 years on the Board, he has shared his expertise in the international pharmaceutical industry, developed over 40 years. The continuity of his membership and length of service on the Board has been a valuable asset, particularly considering changes to executive management members, changes to our enterprise strategic plan and additions of new Board members over the past several years.

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 charts below summarize some key characteristics of the members of our Board of Directors. All data is as of April 14, 2022. Detailed information about each director’s background and areas of expertise can be found beginning on page 9.

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Corporate Governance Highlights

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2021 Executive Compensation Highlights

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Director Nominations, Skills and Criteria

Candidates for nomination to our Board are recommended by the Nominating and Corporate Governance Committee (“NCGC”) in accordance with the NCGC’s charter, our Amended and Restated Articles of Incorporation, our Bylaws, and our Corporate Governance Principles. All persons recommended for nomination to our Board, regardless of the source of the recommendation, are evaluated by this Committee with the Board determining the final slate of nominees.

The Board and the NCGC consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members:

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A director is nominated based on his or her professional experience. A director’s traits, expertise and experience add to the skill-set of the Board as a whole and provide value in areas needed for the Board to operate effectively.

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A director must have high standards of integrity and commitment, and exhibit independence of judgment, a willingness to ask hard questions of Management and the ability to work well with others.

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A director should be willing and able to devote enough time to the affairs of the Company and be free of any disabling conflict.

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All the non-employee directors should be “independent” as outlined in our independence determination standards (“Independence Standards”).

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A director should exhibit confidence and a willingness to express ideas and engage in constructive discussion with other Board members, Management and relevant persons.

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A director should actively participate in the decision-making process, be willing to make difficult decisions and demonstrate diligence and faithfulness in attending Board and Committee meetings.

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The Board generally seeks active or former senior executives of public companies, particularly those with backgrounds in international operations, healthcare or public health fields, science or technology backgrounds and individuals with financial expertise.

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When reviewing nominees, the NCGC considers whether the candidate possesses the qualifications, experience and skills it considers appropriate in the context of the Board’s overall composition and needs. We also strive for a Board composition that reflects a diverse mix of backgrounds, experiences, expertise, skill-sets, perspectives and opinions. Therefore, our director nomination process seeks candidates who bring a diversity of professional experiences and personal backgrounds, which includes consideration of a candidate’s age, gender, race, and ethnicity, where appropriate.

To assist it with its evaluation of the director nominees for election at the 2022 Annual Meeting, the NCGC considered the factors listed above and used a skills matrix highlighting the experience of our directors in areas such as industry experience, international experience (including assignments overseas), global operations or supply chain leadership, financial literacy and independence. We routinely evaluate the skills needed and have recently added skills relating to marketing (including e-commerce), mergers and acquisitions, regulatory and cyber/digital experience.

The NCGC also reviews annually with the Board the size and composition of the Board and its committees to determine the qualifications and areas of expertise needed to further enhance the composition of the Board. In determining whether to add new directors, we review our skills matrix annually to determine the targeted skills that we believe will most significantly enhance the diversity of experience and expertise on our Board. We balance the current skill sets versus the desired optimal mix of skill sets given their relative importance to the Company.

Board members must be well-versed in our mission, vision and values, as well as our corporate strategy. West’s mission is to contain and deliver injectable therapies that improve patient lives, and it aspires to be the world leader in integrated containment and delivery of injectable medicines, both of which rely on the Company’s core values of:

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Passion for Customers—We innovate to continuously improve our product and service offerings to meet future customer and patients’ needs.

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Leadership in Quality—We never compromise on quality. Every dose, every time. 100% commitment.

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One West Team—Our diverse team of team members spans the globe, but we are united by our integrity and mutual respect for one another, the safety of our work environment and the communities in which we operate.

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Board members are expected to oversee and support Management in driving the success of the business by focusing on the following five strategic imperatives, while simultaneously requiring that the organization uphold its commitment to ESG principles, cultural values and ethics:

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Continuing to execute our market-led strategy with enhanced commercial effectiveness

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Innovating new product offerings and expanding into emerging markets

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Optimizing global operations and supply chain networks, including automation enablement

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Accelerating digitization to drive performance

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Building and supporting our global team, including enhanced efforts regarding diversity and inclusion

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Under the heading “Director Nominee Biographies,” we provide an overview of each nominee’s principal occupation, business experience and other directorships of publicly traded companies, together with the qualifications, experience, key attributes and skills the Committee and the Board believe will best serve the interests of the Board, the Company and our shareholders.

Shareholders who wish to recommend or nominate director candidates must provide information about themselves and their candidates and comply with procedures and timelines contained in our Bylaws. These procedures are described under “Shareholder Proposals or Nominations” in this Proxy Statement.

Board Commitment to Diversity and Inclusion

Board diversity is critical to the success of the Company. Our Corporate Governance Principles reflect the Board’s commitment to ensuring its membership has sufficient diversity of experience, skills and personal characteristics to support the long-term success of the Company. As presently constituted, the Board represents a deliberate mix of members who have a deep understanding of our business, as well as members who have different skill sets and points of view. Therefore, the NCGC’s evaluation of director nominees includes consideration of candidates who bring a diversity of professional experiences and personal background, including review of characteristics such as age, gender, race and ethnicity.

The Board currently has a director search open and is actively seeking diverse candidates. Slates have included candidates who are racially and/or ethnically diverse and we anticipate future slates to include diverse candidates. We hope to add at least one racially or ethnically diverse director to the Board during 2022 as a result of the open director search.

West has a long-standing commitment to diversity and inclusion (“D&I”), which is inherent in our Core Value of One West Team. We are in the business of helping our customers bring new medicines and treatments that advance life—for people of every background, race and belief. Our purpose is an important reminder that we must continue to listen and learn from one another with safe and inclusive environments to create the path to a better future.

The Board has overseen and encouraged Management’s efforts to bolster the D&I efforts across the Company. For example, West’s Chief Executive Officer and executive leadership team review D&I objectives throughout the year to ensure continuous focus and improvement. Today, 30% of West’s elected Officers are women, with 60% being women and/or people of color. West has made great strides over the past several years in sourcing team members from diverse backgrounds for leadership roles across the organization. As of December 31, 2021, 43% of our senior leaders were women and/or minorities.

The Board recognizes its role in overseeing the Company’s culture and in holding Management accountable for the creation and stewardship of a culture that values D&I. One of the Company’s top priorities is building a diverse and inclusive workforce where team members are respected and feel confident in bringing their unique ideas to the table. The Company understands that to help retain talented team members, we must continue embedding D&I strategies across the entire employee experience. Some of these programs include the onboarding of new team members, management training, succession planning, affirmative action plans, recruitment materials and global mentoring. To foster transparency and continued growth in this area, the Company will publish its Consolidated EEO-1 Report with respect to 2020 and beyond on its website, www.westpharma.com.

Board Refreshment and Retirement Age

We are committed to board refreshment and have added four new directors over the past six years. These additions are the result of a thoughtful process designed to ensure an effective balance of historical perspective and an understanding of the evolution of our business with fresh viewpoints and insights.

The Board believes that a diverse mix of long tenured and new Board members provides a good and appropriate balance of experience to enhance shareholder value. The Board believes that directors provide meaningful, independent oversight and advice at any age. Our Corporate Governance Principles include a retirement age of 75. This means that a non-employee director generally

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must retire on the date of the Annual Meeting of Shareholders immediately following his or her 75th birthday; provided, however, that the Board may review individual contributions, continuity and tenure in making a determination as to whether a member who has already attained age 75 must retire.

An employee director must submit his or her resignation from the Board upon the date he or she ceases to be an executive officer of the Company.

Board Evaluation Process

Each year, the Board and each of its committees review their performance during executive sessions. This review centers around questions directors are asked regarding their individual performance and the performance of the Board/Committee. These questions include topics such as contributions made to Board deliberations, the relationship between members, quality of the materials provided, the relationship with Management, contributions to key functions/responsibilities of the Board, and topics that they would like to see added or deleted to meeting agendas.

Additionally, the NCGC assesses the evaluation process annually and adjusts the process when desirable improvements are identified. The NCGC reviews several matters, including the issues to focus on in the evaluation and the form and manner of assessment. The NCGC periodically reassesses its position on self-evaluation.

Members of the NCGC reach out to each director individually to discuss performance and any concerns and relay them to the Board using an interview template approved by the NCGC. This process assists the full Board with obtaining different perspectives, encourages the collection of candid information and ensures a high level of engagement.

The Board believes this evaluation system, coupled with our strong Chair of the Board and open-door policy, which encourages sharing of ideas among all directors, makes for a robust process that ensures the Board’s effectiveness.

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Our shareholders are asked to consider ten nominees for election to our Board to serve for a one-year term until the 2023 Annual Meeting of Shareholders, or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification, or removal. The Board, which currently has 11 members, is cognizant of the importance of Board refreshment. As mentioned above, Mr. Zenner has decided to retire and will not stand for re-election at the Annual Meeting. The Board has set the number of directors that will constitute the Board, effective after the Annual Meeting, at 10. However, we anticipate expanding the Board by adding a director later this year, and are prioritizing racial and ethnic diversity in director recruitment.

The names of the nominees for director, their current positions and offices, tenure as a Company director, their qualifications and other characteristics are set forth in the biographies below. The table below also lists each nominee’s current Board committees.

All the nominees are current Company directors and all non-employee directors have been determined by our Board to be independent. Our NCGC reviewed the qualifications of each of the nominees, finding each nominee to possess the required attributes, and that all nominees collectively strike the appropriate balance of diversity of knowledge, age, skills, expertise, gender, and race, and recommended to our Board that each nominee be submitted to a vote of our shareholders at the Annual Meeting. The Board approved the Committee’s recommendation at its meeting on February 22, 2022.

Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the NCGC will recommend to our Board a replacement nominee. The Board may then designate the replacement nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

Director Nominee Biographies

Mark A. Buthman

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William F. Feehery, Ph.D.

Robert F. Friel

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Eric M. Green

Thomas W. Hofmann

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Molly E. Joseph

Deborah L. V. Keller

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Myla P. Lai-Goldman, M.D.

Douglas A. Michels

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Paolo Pucci

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Our Board structure reflects our Corporate Governance Principles and commitment to good governance. The Board believes the governance structure we have created among the Board, its Committees, the Board Chair, the CEO, and Management is supporting the sustainable growth of the Company.

During 2021, our full Board met five times. Each director attended all the Board meetings and their assigned Committee meetings in 2021. Our Board is committed to ensuring that directors attend meetings and that the Board and its Committees devote sufficient time necessary for the effective oversight of the Company and its Management. Additionally, during the annual performance review process, the Board assesses the time commitments for our Board against the time commitments of each member’s outside positions to ensure each director has ample time to devote to their duties as a West director.

Our Board also holds regular executive sessions of only independent directors to review, among other things, the Company’s strategy and Management’s operating plans, the criteria by which our CEO and other senior executives are measured, Management’s performance against those criteria and other related issues, and to conduct a self-assessment of its performance. Last year, our independent directors held five executive sessions.

All directors attended the 2021 Annual Meeting and all continuing directors are expected to attend the 2022 Annual Meeting.

Board Leadership Structure

The current governance structure of the Board follows:

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Effective May 24, 2022, the offices of Chair and CEO will be combined

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The Board has elected a strong Lead Independent Director, also effective May 24, 2022

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The Board has established and follows robust Corporate Governance Principles

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All Board members, other than Mr. Green, are independent

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All Board Committees are composed solely of independent directors

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Our independent directors meet regularly in executive session both at the Board and Board committee levels

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Our directors as a group possess a broad range of skills and experience sufficient to provide the leadership and strategic direction the Company requires as it seeks to enhance long-term value for shareholders

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The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to ensure both independent oversight of senior management and a highly engaged and high-functioning Board. The Board does not have a policy as to whether the Chair should be an independent director, an affiliated director or a member of management. Under our By-laws and Corporate Governance Principles, the Board can and will change its leadership structure if it determines that doing so is in the best interest of West and its shareholders at any given time. The independent Directors do not view any particular board leadership structure as preferred and consider the Board’s leadership structure on at least an annual basis. This consideration includes the evaluation of alternative leadership structures in light of the company’s current operating and governance environment, a review of peer company leadership structures and investor feedback, with the goal of achieving the optimal model for Board leadership and effective oversight of senior leaders by the Board.

The independent directors annually appoint a Chair of the Board. To ensure robust independent leadership on the Board, if the individual appointed as Chair is not an independent director, or when the independent directors determine that it is in the best interests of the Company, the independent directors will also annually appoint a Lead Independent Director. The Board recognizes that in circumstances where the positions of Chair and CEO are combined or the Chair is not independent, it is imperative that the Board elect a strong Lead Independent Director with a clearly defined role and set of responsibilities. Our Corporate Governance Principles align with the Board’s goal of achieving the optimal model for Board leadership and investor preferences. See “Lead Independent Director” below.

Additionally, maintaining an independent board with a Lead Independent Director permits open discussion and assessment of the Company’s ability to manage these risks and provides the appropriate balance between strategy development and independent oversight of management.

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Chair of the Board of Directors

The responsibilities of the Chair include:

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Presiding at all meetings of the shareholders

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Chairing Board meetings

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Consulting with the Lead Independent Director regarding agendas and schedules for each Board meeting; each independent director may add items to the agenda

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Making reports to the Board and shareholders and ensuring that all orders and resolutions of the Board or its Committees are carried into effect

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The Board has determined that combining the CEO and Chair positions is currently the best leadership structure for the Company. This Board decision was made following an extensive, robust process that took into consideration the experience, strength, and independence of all of the Board members; Mr. Green’s effectiveness as a leader; Company performance; the Company’s long-range strategic plan; leadership structure of our peer companies; and engagement with shareholders and other stakeholders. At a meeting of the Board on February 22, 2022, the Board’s independent directors unanimously elected Eric M. Green, CEO, to the role of Chair of the Board effective May 24, 2022. After leading the company to strong financial and operational growth over the last seven years, and because of his day-to-day involvement with and intimate understanding of our business, industry and management team, the Board believes that Mr. Green is best situated to serve as Chair because he is the director most capable of effectively identifying and implementing the Company’s strategic priorities.

Lead Independent Director

Our Corporate Governance Principles provide that if our Chair is not independent, our independent directors shall annually elect an independent director to serve as Lead Independent Director to preside over executive sessions of the Company’s independent directors, facilitate the flow of information and communication between the Independent Directors and the Chair of the Board, and perform such other duties as may be specified from time to time by the Board. The responsibilities of the Lead Independent Director will include:

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Presiding at all sessions of the independent directors or whenever the Chair is not present

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Calling meetings of and setting agendas for the independent directors whenever he or she deems appropriate

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Approving agendas and schedules for each Board meeting in consultation with the Chair, assuring that (1) board agendas contain those items that the independent directors believe are important to their understanding and evaluation of the Company and its affairs; and (2) information provided to and presentations made to the Board, and other communications, are in keeping with the Board’s needs and wishes

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Approving and reviewing minutes of meetings of the Board

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Leading the Board’s process for selecting the CEO

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Overseeing the independent directors’ annual performance evaluation of the Chair and CEO

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Together with the Chair and Chair of the NCGC, conducting the annual board assessment process

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Acting as lead for Board discussion of any subject where the CEO would not, in the judgment of the Lead Independent Director, be the appropriate person to chair such discussion

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Serving as principal liaison between the CEO and the independent directors

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Performing such other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities

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The Lead Independent Director provides important counsel to the Chair by offering input regarding key strategic ideas and suggestions proposed by the Chair and Management. This helps to bring about a strong two-way discussion among the independent directors and Management.

On February 22, 2022, the Board elected Paolo Pucci to serve as Lead Independent Director, effective on May 24, 2022. Mr. Pucci is a strong, independent director who possesses a wealth of knowledge regarding biopharmaceutical markets from his experience as an executive leader of several large biopharmaceutical companies. Mr. Pucci encourages frank and open dialogue with other Board members and Management, including Mr. Green. Mr. Pucci’s recent service as a public company CEO and his service as a Board member of several emerging biotech companies brings experience that we believe is important. His international background also adds to the diverse knowledge base of our Board. Mr. Pucci’s expertise in new drug development, his executive experience working for large multinationals and his non-U.S. training are valuable additions to our Board.

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Committees

The Board has five standing committees:

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Audit Committee

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Compensation Committee

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Finance Committee

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Innovation and Technology Committee

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Nominating and Corporate Governance Committee

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From time to time, the Board may form ad hoc committees to address specific situations as they arise. Each committee consists solely of independent directors. All directors may attend any committee meeting, even if he or she is not a member. Our Board Chair and our CEO attend all Board meetings and attend virtually all Committee meetings unless there is a scheduling conflict. Each standing committee has a written charter, which is posted in the “Investors—Corporate Governance” section of our website at www.westpharma.com. You may also request a copy of each committee’s charter from our Corporate Secretary. Below we set forth the current members of each Committee (as of the date of this Proxy Statement) and its core functions.

Upon his appointment as Lead Independent Director, it is expected that Mr. Pucci will only serve on the Nominating and Corporate Governance Committee, and Mr. Buthman will Chair the Finance Committee and be replaced on the Compensation Committee by Ms. Joseph.

Audit Committee

Compensation Committee

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Finance Committee

Innovation and Technology Committee

Nominating and Corporate Governance Committee

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The Board’s Role in Risk Oversight

The Board and its Committees play an active role in overseeing Management’s day-to-day responsibility for assessing and managing our risk exposure.

The Board regularly reviews and monitors the risks associated with our enterprise strategy, financial condition and operations and specifically reviews the enterprise risks associated with our five-year plan. In particular, the Board reviews our risk portfolio, confirms that Management has established risk management processes that are functioning effectively and efficiently and are consistent with our corporate strategy, reviews the most significant risks and determines whether Management is responding appropriately to these risks.

The Board performs its risk oversight role by using several different levels of review. Each Board meeting begins with an overview by the CEO that describes the most significant issues, including risks affecting the Company, as well as business updates from each reportable segment. In addition, the Board reviews in detail the business and operations of each reportable business segment quarterly, including the primary risks associated with that segment.

Our Enterprise Risk Management (“ERM”) program helps us manage the risks inherent in our business, by gaining a greater understanding and awareness of risks facing the business, ensuring risk-appropriate mitigation efforts are in place and regularly monitoring and ensuring the Company meets or exceeds the expectation of all stakeholders, including investors and regulators. The ERM program includes a Risk Identification and Management (“RIM”) process, crisis management, business continuity and disaster recovery elements. This process considers materiality of risks by assessing the importance to our external stakeholders and the importance to our success. The materiality matrix can be found in West’s Corporate Responsibility Report on our website at: www.westpharma.com/aboutwest/corporateresponsibility. Information on that website is updated periodically and believed to be true at the time it is posted, but it is not filed and does not constitute part of this Proxy Statement.

Our multidisciplinary crisis management response team remained engaged to evaluate, control and respond to the risks and challenges presented by the COVID-19 pandemic and to ensure continuity of operations. This team, led by our Senior Director of Enterprise Risk Management and Security, met on a regular cadence to assess the operational, health and safety, supply chain, commercial, human resources, legal and other challenges presented by the pandemic. The response team provided regular updates to Senior Management and regularly updated the Board. Additionally, our dedicated Business Continuity team engaged our manufacturing sites to review and substantially update our business continuity plans to ensure consistency of delivering quality products during times of crisis, particularly in light of our role in the global healthcare and vaccine supply chain.

The Board focuses on the overall risks affecting the Company. Each Board Committee has been delegated the responsibility for the oversight of specific risks that fall within its areas of responsibility, as cataloged through the RIM process, including:

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The Audit Committee oversees the processes used in our ERM program and also oversees the management of financial reporting, compliance, litigation, and cybersecurity risks, as well as the steps Management has taken to monitor and control such exposures

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The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements and the extent to which those policies or practices increase or decrease risk for the Company

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The Finance Committee assesses the risks associated with allocation of our capital, potential acquisitions, divestitures, and major business partnerships

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The Innovation and Technology Committee reviews risks associated with emerging, and potentially disruptive, science and technology trends, intellectual property, and our innovation, research and development and technology strategy

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The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, potential conflicts of interest, communications with shareholders, ESG and the effectiveness of the Board

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Although each Committee is responsible for evaluating certain risks and overseeing the management of those risks, the full Board is regularly informed about those risks through regular Committee reports.

Cybersecurity

Cybersecurity is of special concern, and the Audit Committee oversees the vital work necessary to understand our cybersecurity risk and the related risk mitigation activities, including an assessment of the strength of our depth in defense and processes to maintain security. The full Board receives regular updates from the Audit Committee and key team members responsible for cybersecurity. Management regularly reviews with the Board the possible impact of cybersecurity issues that may arise with tools we use to manage the ordinary course of business, such as our public facing website and e-commerce interface, and during times of crisis, like the COVID-19 pandemic, when such risks are even greater. During 2020, we substantially upgraded our secure remote working capabilities with the implementation of  “Zero Trust Network Access” architecture that offers secure and seamless mobility and connectivity.

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The Audit Committee reviews cybersecurity risks and our Cybersecurity dashboard at all meetings and holds private sessions with our Chief Technology Officer for additional in-depth sessions. Additionally, our Senior Director, Infrastructure and Cybersecurity; Senior Director, Internal Audit; and Chief Compliance Officer separately meet with the Committee to provide additional insight into our cybersecurity and privacy strategy and tactics.

Our approach to mitigating cybersecurity risks includes, but is not limited to: periodic reviews and penetration tests conducted by third party experts; independent ethical hacking programs to assess and strengthen our security controls; mandatory security audits for any interfaces that will be interacting with our environment; following secure coding, review and threat modeling best practices; vulnerability scanning of internet accessible assets in collaboration with the Cybersecurity and Infrastructure Security Agency—a part of the U.S. Department of Homeland Security; and internal and external trainings for team members. We also hold a global Cybersecurity Awareness Campaign across the Company to cultivate an informed and proactive workforce. We have adopted the National Institute of Standards and Technology Framework (the “NIST Framework”), which provides a comprehensive method for developing a flexible, repeatable, performance-based, and cost-effective approach to identifying and managing cybersecurity risks. We use the NIST Framework to assess and improve our security posture.

Our cybersecurity defenses also utilize technologies such as next generation firewalls, intrusion detection and prevention measures, security information and event management, anti-malware, advance threat protection, multifactor authentication, network segmentation and encryption to ensure the privacy and security of our customers’ data. We also have a dedicated Security Operations Center, monitoring our applications and infrastructure on a 24-by-7 basis which is integrated with our enterprise crisis management framework.

Executive Officer Succession Planning

One of the primary responsibilities of the Board is to ensure that West has the appropriate Management to execute our long-term strategy. Our Corporate Governance Principles state the Board must plan for succession with respect to the CEO and monitor Management’s succession planning for other key executives. In fulfilling this duty, the Board, together with the CEO and Chief Human Resources Officer (“CHRO”), reviews at least annually, the development and retention plans of senior Management talent as well as succession plans for the CEO and other senior Management positions.

During these reviews, the Board discusses:

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Management performance

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Strengths and developmental opportunities needed to prepare senior leaders for greater responsibilities

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Potential internal development job changes

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Succession plans including leadership pipeline, development plans and timelines

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Diversity of leadership and pipeline candidates

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Detailed assessment of the members of the executive leadership team who potentially could succeed the CEO. This review includes a discussion about development plans to help prepare each individual for future succession.

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In addition, our CEO has as an annual goal for the development of senior leaders and the maintenance of the global succession plan for key positions within the Company. To that end, detailed succession and contingency plans in the event the CEO becomes unable to serve for any reason are in place. These plans are reviewed annually by the NCGC and discussed with the Board. Finally, throughout the year, Board members are exposed to leadership pipeline candidates through Management presentations, roundtable discussions and informal meetings to assess the depth of our leadership pipeline.

CEO Evaluation Process

In assessing the performance of our CEO, the independent directors engage in a robust assessment process that is managed throughout the year and culminates in a formal annual performance review. The assessment includes the following:

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Independent directors approve the CEO annual business objectives consisting of both qualitative and quantitative progress against the pillars of our enterprise strategy including: Customer Experience, Operational Effectiveness, Products and Services Expansion, Enterprise Capabilities, People and Culture and Financial Goals

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A comprehensive analysis is undertaken by our Compensation Committee’s independent consultant on the robustness of West’s financial targets compared against the performance of the peer companies in our Business Segment Group (more details can be found in the “Compensation Discussion and Analysis” section under the “External Benchmarking” heading later in this Proxy Statement)

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Each quarter, the independent directors review the progress made against each objective via a CEO scorecard where the CEO undertakes a self-assessment of performance against the approved annual objectives

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Annual anonymous evaluation of the CEO’s individual performance by the independent directors on numerous factors, including leadership, strategic planning, financial performance, team member development and engagement, external and internal relations, and interactions with the Board

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An analysis of West’s total performance over a multi-year period, a competitive benchmark analysis and other relevant information is submitted to the independent directors

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Working with the Compensation Committee’s independent compensation consultant, the Chair of the Compensation Committee considers all this information in developing its recommendations for compensation, as discussed below in our “Compensation Discussion and Analysis.”

Environmental, Social and Governance Responsibilities

As a leader in our industry, we recognize our responsibility to conduct business in a sustainable manner and strive to be a good corporate citizen. Our Board helps to shape and monitor Management’s approach to material sustainability factors that impact our business. Our ESG efforts have included several key areas of focus: Employee Health and Safety, Quality, Compliance and Ethics, Diversity and Inclusion, Philanthropy and Environmental Sustainability. During 2021, we established a cross-functional ESG Steering Committee, which is responsible for setting ESG strategy and is tied to our overall business strategy and ERM program, fostering two-way communication between West and multiple stakeholders including customers, team members, shareholders and regulators. West’s Management routinely reviews materials published by our shareholders and key customers and directly engages with these same stakeholders on key ESG topics. Management reports directly to the Board regarding our progress concerning ESG initiatives with direct oversight by each Committee within its areas of applicable responsibility.

Using tools such as gap analysis, cost-benefit analysis, risk and opportunity analysis and consulting with subject matter experts, the ESG Steering Committee has identified additional areas of focus for 2022 and beyond including setting a Climate and Renewable Energy Strategy, Environmentally-focused Research and Development, Waste Reduction, Talent Attraction, Retention and Engagement particularly with regard to Diversity, Equity and Inclusion, and a Responsible Supply Chain. Additional Information will be forthcoming in future ESG Corporate Responsibility Reports.

Additionally, during 2021, we included ESG as part of our Compliance Week initiatives for the first time. We also amended our Corporate Governance Principles and NCGC Charter to highlight responsibility for ESG oversight at the Board and Committee level and published additional data and information in accordance with TCFD and SASB guidelines.

We have received multiple awards for our Corporate Responsibility efforts during 2021, including recognition in Barron’s as a Top 25 Performer of the 100 Most Sustainable Companies in America, ranking 118 on Newsweek’s Most Responsible Companies in 2022, and being awarded the Silver Stevie American Business Award for Corporate Social Responsibility Program of the Year and the Bronze Stevie American Business Award for Most Valuable Response to the COVID-19 pandemic.

Detailed below is a brief overview of our progress, which is generally made available in May on our website at
www.westpharma.com/​about-west/corporate-responsibility. As noted above, information is included for reference in this Proxy Statement, but is not deemed filed. Our goals, which were reestablished in 2019 after meeting and exceeding prior goals, align with our Company’s strategy as well as with the United Nations Sustainable Development Goals. As a measure of continuous improvement, West has increased disclosure regarding ESG issues over the past several years and aspires to continue to expand our public reporting and transparency in this area. Additional achievements are highlighted on the back page of this Proxy Statement.

Health and Safety.   Providing a healthy and safe environment for our team members is a fundamental responsibility for Management. We have continued to develop and implement new safety protocols and procedures to create a culture of safety, which incorporates behavior-based training and observations. We consistently aim to have a zero-injury workplace and monitor our progress to that goal, which has resulted in a reduction of injuries over the past five years. In 2021, our goal is to continue to examine and track a number of factors, most of which are keyed to leading indicator metrics, in an effort to stay in front of the trends in the safety cycle and implement measures to intervene early to continuously improve our safety culture.

Quality.   At West, we are committed to safeguarding the health and safety of patients who use our products and services. We provide high-quality products that are designed to be safe and effective for their intended use. Quality product and system controls are designed to ensure compliance with our high standards and applicable FDA current Good Manufacturing Practices and the International Organization for Standardization standards and regulatory requirements. West utilizes customer feedback and manufacturing data to improve processes and product performance. The Company continues to deliver industry leading quality levels every year. We have established aggressive and measurable goals to achieve by 2023, which target reductions in manufacturing defects, out-of-scope customer complaints and costs of poor quality while also increasing customer response rate.

Compliance & Ethics.   Our Compliance and Ethics program is designed to hold ourselves to the highest standards of quality, integrity and respect as outlined in our Code of Business Conduct, described later in this Proxy Statement. The program is supported by our

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education and training program led by our Chief Compliance Officer, and our annual Compliance Week awareness efforts. West also has significantly enhanced its data privacy efforts and emphasized the importance of speaking up, which is an inherent part of our open-door culture.

Diversity and Inclusion.   As discussed above, we strive to create and maintain a workplace rich with diverse talents, ideas and backgrounds, and to create an inclusive environment for all team members to succeed. We have increased awareness, adopted affirmative action programs to identify any gaps, and strengthened programs and policies, which includes a global anti-discrimination and anti-harassment policy. We also maintain team member resource groups to support our culture of respect and inclusion, and have restructured our talent development programs with an increased emphasis on diversity and inclusion issues. Our diversity and inclusion goals for the next five years include initiatives to increase our ability to attract, develop, and retain underrepresented talent at all levels of the organization, with a particular focus on women, and deepening our cultural competence to enhance inclusivity in the workplace.

Philanthropy.   West has long placed importance in supporting charities, particularly as they relate to children, people with disabilities, healthcare and Science Technology Engineering and Math (“STEM”) education in the communities where our team members live and work. In support of our corporate and ESG missions, we are also increasing our charitable giving in the areas of sustainability, social justice and access to healthcare. In addition, in 2021, West directed funding to nonprofits specifically working to address racial equality and injustice. In 2021, charitable giving by the Company, our team members and the Herman O. West Foundation totaled approximately $3.8 million. Despite the COVID-19 pandemic, we safely recorded almost 3,600 hours of volunteerism by our team members across our global sites. In the sixth year of our annual food drive, we collected 30,000 pounds of food, and we donated over $800,000 to organizations in critical need due to the COVID-19 pandemic. West is striving for 100% participation by our team members in our philanthropic endeavors by 2023.

Environmental Sustainability.   We strive to be stewards of a sustainable future by factoring environmental considerations into our decision making for raw materials, production processes and distribution methods. We have significantly increased the recycling of our waste while reducing our energy and water consumption year over year. We exceeded our emissions, energy and water intensity goals established in 2013 with a target year of 2020. Nevertheless, we have set even more ambitious goals which we hope will improve our energy efficiency (by 15%), reduce absolute emissions (by 10%) and reduce water consumption (by 10%) by 2023, while striving to reduce landfill waste by 90% over that same period.

Human Capital Management

We actively foster an inclusive and collaborative culture for our team members where different views and perspectives are welcomed and valued. We are convinced that this approach brings forth innovation, learning and growth for our team members on a global basis. The CEO and the executive team members review diversity and inclusion objectives throughout the year to ensure continuous focus and improvement and are developing metrics to ensure progress towards our aspirational goals. As of the date of this Proxy, six of West’s 10 elected officers are women and/or People of Color. Our focus on talent acquisition, performance management, resource planning and leadership assessment are strongly aligned with our diversity and inclusion strategies. Semi-annually, our Board reviews West’s human capital metrics, such as hiring, attrition and diversity data via an HR dashboard which is also used to focus on our annual talent review.

West is committed to providing fair and competitive compensation and benefits programs to attract, retain and reward high performing team members at all levels. We offer a comprehensive total rewards program to support the health, financial and homelife needs of our team members. Total Rewards at West are defined as the value of the compensation and benefits programs offered to team members, which aim to reflect the value of the job and the contribution of the individual, while linking team members’ performance to business and personal results. Based on country of employment, West may provide health care and retirement savings programs, as well as paid time off, flexible work schedules and a global Employee Assistance Program.

West’s commitment to the safety of our teams starts at the top and is driven throughout our business by every level of management and by every team member across the globe. West has a Health, Safety and Environment (“HSE”) Executive Council consisting of leaders across our operations team to monitor and guide our HSE process. West’s global HSE Team is also a critical component in leading the safety efforts at our sites. Our HSE focus can also be seen in our proactive global response to the COVID-19 pandemic which includes training and active screening of team members for COVID-19 illness; enhanced gowning and cleaning protocols at all locations; mask requirements for all team members, vendors and contractors; eliminating all noncritical international and domestic business travel; requiring administrative and support personnel to work from home; modifying production operations to facilitate social distancing; and regular communications regarding COVID-19 protocols, precautions and information for both on and off the job use.

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2021 Shareholder Engagement

Our Board considers its relationship with our shareholders to be critical for effective corporate governance. To ensure that the Board considers shareholder views on compensation, corporate governance, ESG, financial and operational strategy and other significant matters, we maintain an active shareholder engagement program. Throughout the year, Management meets with our actively managed, institutional shareholders, which own a majority of our shares. Engagement is a cohesive process involving many functional leaders at West that continues all year long. We present at formal events and also respond to more informal one-on-one meetings on topics collaboratively selected with our shareholders. At every Board meeting, Management discusses feedback provided by our shareholders and solicits Board input, which further informs and bolsters our corporate governance and related efforts.

One area of focus for us and our shareholders is the alignment of pay and performance in a manner that enhances shareholder value. Our shareholders have historically expressed support for our performance goals and metrics. Additionally, Management continues to hear our shareholders express support for our corporate governance framework, Board membership and Board policies, including our tenure policies. Shareholder engagement led directly to our adoption of proxy access bylaws early in 2021. Shareholder interest in ESG matters has led to educational sessions with our Board of Directors, establishment of an ESG steering committee, updates to our corporate documents, review of our programs by third-party experts, as well as additional disclosures and progress in those areas with the Board’s oversight. Many large shareholders continue to indicate that our progress and programs on ESG issues are commendable.

Communicating with the Board

You may communicate with the Chair of the Board or the independent directors as a group by sending a letter addressed to the Board of Directors, c/o Corporate Secretary, West Pharmaceutical Services, Inc., 530 Herman O. West Drive, Exton, Pennsylvania 19341. Communications to a particular director should be addressed to that director at the same address. Our Corporate Secretary maintains a log of all communications received through this process. Communications to specific directors are forwarded to those directors. All other communications are given directly to the Chair of the Board who decides whether they should be forwarded to a Board committee or to Management for further handling.

Director Education and Onboarding

The Board believes shareholders are best served by Board members who are well-versed in corporate governance principles and other subject matters relevant to board service. The Board arranges for a series of annual educational presentations on its calendar. During 2021, we held several education sessions including cybersecurity, ESG, risk management, organizational resilience and the role of the Board in the oversight of corporate culture. Also, to encourage continuing director education, all directors may attend any director education programs they consider appropriate to stay informed about developments in corporate governance and the markets we serve. The Company reimburses directors for the reasonable costs of attending director education programs.

The Board also works with Management to ensure that new directors are onboarded through a robust process. The onboarding process includes educational meetings with all officers and other critical members of senior Management who provide insight into the Company’s business, strategy and culture; the Board and its Committees; Company policies; and fiduciary and legal obligations. All directors have access to online resources maintained by the Company which includes key charters, policies, procedures, principles, corporate governance documents, and similar information. Additionally, all directors are provided access to analyst reports, press releases and investor presentations.

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Our principal governance documents are our Corporate Governance Principles, Board Committee charters, director qualification standards, including our Independence Standards and Code of Business Conduct. Aspects of our governance documents are summarized below. We encourage our shareholders to read our governance documents, as they present a comprehensive picture of how the Board addresses its governance responsibilities to ensure our vitality and success. The documents are available in the “Investors—Corporate Governance” section of our website at www.westpharma.com and copies of these documents may be requested by writing to our Corporate Secretary, West Pharmaceutical Services, Inc., 530 Herman O. West Drive, Exton, PA 19341.

Corporate Governance Principles

Our Board has adopted Corporate Governance Principles to provide guidance to our Board and its committees on their respective roles, director qualifications and duties, Board and committee composition, organization, and leadership. Our Nominating and Corporate Governance Committee reviews our Corporate Governance Principles annually to ensure they meet best practices in corporate governance. In 2021, the Committee amended the Corporate Governance Principles to expand upon our commitment to, and the Board’s role in, establishing and communicating West’s position on societal and public policy issues, such as ESG issues. Our Corporate Governance Principles address, among other things:

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Statements of the Board’s commitment to high ethical standards and principles of fair dealing

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The requirement to hold separate executive sessions of the independent directors

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The importance of robust executive succession planning and the role of directors in succession planning

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The Board’s policy on setting director compensation and director share ownership guidelines

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Guidelines on Board organization and leadership, including the number and structure of committees and qualifications of committee members

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The importance of diversity, inclusion and a diverse mix of backgrounds to the Company’s long-term business needs

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Ensuring processes are in place for maintaining an ethical corporate culture that is communicated and embraced by our team members and business partners

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Monitoring and overseeing efforts on ESG initiatives

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Guidelines on outside board memberships

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Policies on making charitable contributions and prohibition of political contributions

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Policies on access to Management

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Requirements for fostering leadership development by senior executives

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Statements of our executive compensation philosophy and our independent auditor standards

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Director orientation and education

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Assessments of Board and Committee performance to determine their effectiveness

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Ethics and Code of Business Conduct

All of our team members, officers and directors are required to comply with our Code of Business Conduct (“COBC”) as a condition of employment or service. The COBC provides guidance on fundamental ethical and compliance-related principles and practices such as: accurate accounting records and financial reporting; avoiding conflicts of interest; diversity, equal opportunities and respect in the workplace; environment, health and safety; protection and proper use of property and information; and compliance with legal and regulatory requirements. The Board reviews the COBC regularly to ensure effectiveness and approved revisions in 2020 to enhance the sections on sexual harassment and human rights. The Board has adopted a comprehensive Compliance and Ethics Program, which was modernized and enhanced with a restatement in July 2020 to align with the U.S. Department of Justice’s guidance on the evaluation of corporate compliance programs.

Additionally, the Board has adopted a Supply Chain Policy Statement, as required under the laws of the United Kingdom, which are similar to those in California. This Supply Chain Statement indicates West’s compliance with various acts and reaffirms our commitment to the Pharmaceutical Supply Chain Initiative (“PSCI”). PSCI supports the efforts of pharmaceutical suppliers to meet industry

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expectations with respect to ethics, labor, health and safety, environmental, and management systems, including a prohibition against the use of forced, bonded or indentured labor. These commitments are also reflected in our Business Partner Code of Conduct. Both codes are available here: www.westpharma.com/about-west/corporate-responsibility/compliance-and-ethics. Susan A. Morris is our Chief Compliance Officer and reports directly to the Audit Committee of the Board on all compliance matters. Ms. Morris trains the Board on compliance matters and delivers regular reports on program developments and initiatives to the Audit Committee and no less than annually to the full Board.

Director Independence

Our Board has adopted a formal set of categorical Independence Standards. The Independence Standards meet or exceed the independence requirements of the NYSE corporate governance listing standards. Under the Independence Standards, a director must have no material relationship with us other than as a director. The Independence Standards specify the criteria for determining director independence, including strict guidelines for directors and their immediate families regarding employment or affiliation with us, members of our senior Management or their affiliates. The full text of the Independence Standards may be found under the “Investors—Corporate Governance” section on our website at www.westpharma.com.

The NCGC undertook its annual review of director independence in February 2022. As a result of this review, the NCGC recommended and the full Board concurred that no revision of the Independence Standards was required. Subsequently, the Board considered whether any relationships described under the Independence Standards between the Company and each individual director existed. The Board affirmatively determined that each of its non-employee directors is independent of the Company and Management as defined under the Independence Standards.

Related Person Transactions and Procedures

The Board has adopted written policies and procedures relating to the Nominating and Corporate Governance Committee’s review and approval of transactions with related persons that are required to be disclosed in proxy statements under SEC regulations. A “related person” includes our directors, officers, 5% shareholders, and their immediate family members.

Under these policies, the NCGC reviews the material facts of all related-person transactions, determines whether the related person has a material interest in the transaction and may approve, ratify, rescind, or take other actions.

In approving a transaction, the Committee will consider, among other factors, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

The Committee reviews and pre-approves certain types of related person transactions, including certain transactions with companies at which the related person is an employee only, and charitable contributions that would not disqualify a director’s independent status. The policy and procedures can be found in the “Investors—Corporate Governance” section of our website, www.westpharma.com.

We have no related person transactions required to be reported under applicable SEC rules.

Political Contributions and Lobbying

While we encourage directors, officers and team members to become involved in the political process in their individual capacity, including personal contributions to political campaigns, no West team member or director may conduct personal political activity on Company time or use Company funds, property or equipment for political activities. We prohibit the use of Company funds and assets to support political candidates, parties or ballot measures. As a Company, we comply with the laws related to contributing to, directly or indirectly, political organizations and government officials where appropriate. Under our Corporate Governance Principles, the Board is responsible for overseeing the process used by the Company to ensure the Company’s policy prohibiting political contributions is effectively implemented.

The Company made no political contributions in 2021 but does hold membership in recognized and reputable industry groups that may conduct lobbying activities. West supports trade associations to advance collaborative approaches to problems faced by companies engaged in the same industries that we are in, but our support does not extend to use of our funds to support any candidate, party or ballot measure. We also monitor the major policy positions taken by these associations to ensure they are consistent with our positions.

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Anti-Hedging and Pledging Policies

We prohibit directors, officers and team members from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, which would allow them to continue to own our common stock, but without the full risks and rewards of ownership. We also prohibit directors, executive officers and other senior team members from engaging in pledging or hypothecating our securities as collateral for a loan without demonstrating to the General Counsel that a director or officer has the financial capacity to repay the loan. It is expected that this exception would be permitted only in exceedingly rare circumstances. No pledging is permitted to cover margin debt. Additionally, no West securities may be held in a margin account by directors or officers because there is a risk of the shares being sold without consent. Directors and officers are prohibited from engaging in short sales or other short-position transactions in West securities as well.

Share Ownership Goals

Directors.   To encourage significant share ownership by our directors and further align their interests with the interests of our shareholders, directors are expected to acquire within three years of appointment, and to retain during their Board tenure, shares of our common stock equal in value to at least five times their annual retainer. The directors elected prior to 2021 meet this requirement, including directors who are still within the initial three-year period. Ms. Joseph, who was appointed in August 2021, has not yet met the ownership goal, but is expected to do so during the required period.

Officers.   Share ownership goals further align an officer’s interests with those of our shareholders and encourage a long-term focus. Within five years of attaining their position, all executive officers must acquire shares of common stock with a value equal to designated multiples of their base salary. The Compensation Committee established a goal of six times base salary for the CEO and two times base salary for all other named executive officers. In 2021, the Compensation Committee approved changes to the current officer share ownership requirements. A full description of the approved changes and the officer share ownership requirements can be found in our “Compensation Discussion and Analysis.”

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The table below shows the number of shares of our common stock beneficially owned as of March 23, 2022, by each of our directors, each NEO and all current directors and executive officers as a group. For executive officers, in addition to shares owned directly, the number of shares includes: (1) vested shares held in participant accounts under our 401(k) plan, Nonqualified Deferred Compensation Plan for Designated Employees (“Employee Deferred Compensation Plan”) and Employee Stock Purchase Plan; and (2) time vested restricted stock and Restricted Stock Units (“RSUs”) held in various incentive plan accounts, unless receipt of those shares has been deferred. For non-employee directors, in addition to shares owned directly, the common stock column includes vested deferred stock and stock-settled stock units awarded under the Nonqualified Deferred Compensation Plan for Non-Employee Directors (“Director Deferred Compensation Plan”).

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*

Less than one percent of outstanding shares

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Based on a review of filings with the SEC, we have determined that the persons listed below hold more than 5% of the outstanding shares of our common stock as of March 18, 2022. Unless otherwise stated, each holder has sole voting and dispositive power over the shares listed. Percent of class information based on public filings, which are stated as of December 31, 2021.

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(1)

Includes sole voting power over no shares and shared voting power over 125,459 shares and sole dispositive power over 8,327,886 shares and shared dispositive power over 305,967 shares.

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(2)

Includes sole voting power over 7,181,781 shares and sole dispositive power over all shares listed.

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(3)

Includes sole voting power over 1,510,547 shares and sole dispositive power over all shares listed.

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2021 Non-Employee Director Compensation

Our Director compensation structure is reviewed annually by the Board in consultation with Pay Governance LLC (“Pay Governance”), our independent compensation consultant. After this review, the Board determined to increase the value of the Chair of the Board award by $20,000 and the Committee Chair Fees (excluding the Audit and Compensation Committee) by $5,000 effective January 1, 2021. These changes were the result of market adjustments to keep us competitive with members of our Business Segment Group and to account for the additional time needed as directors’ roles have grown. The compensation structure in effect for 2021 is set forth below:

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*

$70,000 of this value is delivered as an increase in the Chair’s annual Board membership retainer cash and the remaining $70,000 is delivered as an increase in the Chair’s RSU award subject to the same one-year vesting schedule applicable to the RSU award.

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Given the new composition of the Board Leadership as of May 24, 2022, there will be no additional chair fee paid to Mr. Green. The NCGC is determining the amount, if any, Mr. Pucci will be paid after he assumes his role as Lead Independent Director during 2022, and this will be reported in our 2023 Proxy Statement.

The following table shows the total 2021 compensation of our non-employee directors.

2021 Non-Employee Director Compensation

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*

Dr. Johnson did not stand for re-election at the 2021 Annual Meeting of Shareholders, and, therefore, her service as a member of the Board of Directors ended on May 4, 2021.

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Fees Earned or Paid in Cash

The amounts in the “Fees Earned or Paid in Cash” column are retainers earned for serving on our Board, its committees and as committee chairs and Chair, as applicable. All annual retainers are paid quarterly. Ms. Joseph was appointed a Director on August 23,

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2021, and, therefore received a partial third quarter retainer of  $12,082. The amounts are not reduced to reflect elections to defer fees under the Director Deferred Compensation Plan. During 2021, Mr. Buthman and Ms. Joseph deferred 100% of their fees.

Stock Awards

The amounts in the “Stock Awards” column reflect the grant date fair value of stock-settled RSU awards made in 2021 and the grant date fair value as determined under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. On May 4, 2021, each non-employee director was awarded 577 RSUs, with a grant date fair market value of  $329.20 per share based on the closing price of our common stock on the award date. These awards had a grant date fair value of approximately $190,000. Upon Ms. Joseph’s appointment, she was awarded a prorated award for her service from August 21, 2021 to the next Annual Meeting of 308 RSUs with a grant date fair market value of  $446.57 per share based on the closing price of our common stock on the award date. The prorated award had a grant date value of approximately $137,544. For a discussion on RSU grant date fair value, refer to Note 14 of the consolidated financial statements in our 2021 Annual Report.

RSUs are granted on the date of our Annual Meeting and fully vest on the date of the next Annual Meeting so long as a director remains on the Board as of that date. Generally, all unvested grants of equity forfeit upon termination. However, if a director retires during the calendar year that he or she reaches our mandatory retirement age, the award will vest on a monthly basis through retirement.

Stock-settled RSUs are distributed upon vesting, unless a director elects to defer the award under the Director Deferred Compensation Plan. In 2021, all directors elected to defer their RSU awards. All awards are distributed as shares of common stock, as described below. When dividends are paid on common stock, additional shares are credited to each director’s deferred stock account as if those dividends were used to purchase additional shares.

For Mr. Zenner, this column also includes the 213 RSUs received out of the portion of his $70,000 Chair’s annual retainer, that is payable in RSUs as described above. The RSUs, which had a grant date fair value of  $329.20 per share, will vest 100% at the 2022 Annual Meeting assuming he remains in service as a director through that date. These RSUs also earn dividend equivalents.

The table below shows the number of outstanding stock awards held by each director at year-end. No directors have any outstanding options.

Outstanding Director Stock Awards at Year-End 2021

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*

Dr. Johnson’s service ended May 4, 2021, and she received a distribution of 612 shares during 2021 under the Director Deferred Compensation Plan.

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All Other Compensation

The amounts in the “All Other Compensation” column are Dividend Equivalent Units (“DEUs”) credited to accounts under the Director Deferred Compensation Plan and $1,000 each in charitable donations made by Mr. Feehery and Mr. Hofmann, which were matched by the Company’s foundation.

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Director Deferred Compensation Plan

All non-employee directors may participate in the Director Deferred Compensation Plan, which permits participants to defer all or a part of their annual cash compensation until their Board service terminates. Deferred fees may be credited to a “stock-unit” account that is deemed invested in our common stock or to an account that earns interest at the prime rate of our principal commercial bank. Stock-unit accounts are credited with DEUs based on the number of stock units credited on the dividend record date.

The value of a director’s account balance is distributed on termination of Board service. The value of a director’s stock-unit account is determined by multiplying the number of units credited to the account by the fair market value of our common stock on the termination date.

RSUs that a director elects to defer (and all shares of deferred stock) are distributed in shares of stock. Pre-2014 stock units may be distributed in cash in lieu of stock if a director made an election in 2013. All post-2013 stock units are only distributable in stock. Partial shares are distributed in cash.

Directors may receive their distribution as a lump sum or in up to ten annual installments. Separate elections apply to amounts earned and vested before January 1, 2005 and amounts earned and vested after December 31, 2004, which solely applies to Mr. Zenner. If a director elects the installment option, the cash balance during the distribution period will earn interest at the prime rate of our principal commercial bank and deferred stock and stock-settled units will be credited with DEUs until paid.

The following table summarizes the amounts credited to each Director Deferred Compensation Plan account as of December 31, 2021. All values on the following table are determined by multiplying the number of stock units or shares of deferred stock, as applicable, by $469.01, the fair market value of a share of stock on December 31, 2021. A portion of the stock units reported below may relate to deferred compensation that has previously been reported in the “Fees Earned or Paid in Cash” column for the year the underlying compensation was earned by the director.

Director Deferred Compensation Plan at Year-end 2021

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*

Dr. Johnson’s service ended May 4, 2021, and she received a distribution equal to $201,620 during 2021 under the Director Deferred Compensation Plan

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Set forth below is the Compensation Discussion and Analysis, which outlines West’s executive compensation programs and policies and how such policies are used to align executive compensation with business performance and shareholder return. This section describes our executive compensation programs for 2021, the compensation decisions made under those programs and the factors considered by the Committee in making those decisions.

In performing its governance function, the Compensation Committee has reviewed and discussed with Management the “Compensation Discussion and Analysis.” Based on its review and discussion with Management, the Compensation Committee recommended to the Board, and the Board approved, the inclusion of the “Compensation Discussion and Analysis” in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Compensation Committee

Douglas A. Michels, Chair
Mark A. Buthman
William F. Feehery
Thomas W. Hofmann
Deborah L. V. Keller

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The 2021 Compensation Discussion and Analysis describes and provides disclosure about the objectives and policies underlying our executive compensation program. It details the compensation for each of our Named Executive Officers (“NEOs”) and the factors considered by the Committee when making compensation decisions. The NEOs for 2021 are as follows:

•

Eric M. Green, President and Chief Executive Officer (“CEO”)

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•

Bernard J. Birkett, Senior Vice President and Chief Financial Officer

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•

David A. Montecalvo, Senior Vice President and Chief Operations and Supply Chain Officer

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•

Silji Abraham, Senior Vice President, Chief Technology Officer

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•

Kimberly B. MacKay, Senior Vice President, General Counsel and Secretary

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Executive Summary: 2021 Performance at a Glance

West’s long-term business strategy includes growing and expanding our products and services to meet the unique needs of our customer groups, operating with excellence to drive efficient utilization of our global manufacturing footprint and building the capabilities of our team to address current and future business needs. This strategy drives our long-term financial construct to grow sales organically by approximately ten percent annually, and achieve improved profitability year over year, and, in turn, creates a sustainable business that will meet the needs of our customers, patients, shareholders and team members.

Each year, we have seen growing interest and demand for our high value product offerings, delivery device platforms and our services. Customers are also coming to West for our scientific expertise and insight into the regulatory landscape that governs our industry. This demand has translated into positive results for the business. In 2021, we reported:

•

Full-year 2021 net sales of  $2.832 billion, a 31.9% increase; organic sales growth of 29.4%; currency translation increased sales growth by 250-basis points

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•

Full-year 2021 reported-diluted EPS of  $8.67, an increase of 89.7%, and full-year 2021 adjusted-diluted EPS of  $8.58, an increase of 80.3%

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•

Full-year 2021 gross profit margin of 41.5%, a 570-basis point increase from the prior year

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•

Proprietary Products segment gross profit margin expanded by 580-basis points

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•

Contract-Manufactured Products segment gross profit margin decreased by 90-basis points

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•

Full-year 2021 operating cash flow was $584.0 million, an increase of 23.6%; capital expenditures were $253.4 million, compared to $174.4 million over the same period last year, and represented 8.9% of full-year 2021 net sales; and free cash flow (operating cash flow minus capital expenditures) was $330.6 million, an increase of 10.9%

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The foregoing discussion is qualified by the information contained in the performance graph in our 2021 Annual Report, the “Financial Measures and Adjustments” section beginning on page 43 of this Proxy Statement and our non-U.S. GAAP reconciliation set forth in the Form 8-K filed February 17, 2022.

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2021 Committee Actions and Rationale

Governance and Compensation

Executive Compensation Philosophy

Our compensation philosophy is to provide competitive executive pay opportunities tied to our short-term and long-term success. We follow a “market median” target compensation philosophy approach, reviewing each compensation component (base salary, target AIP and LTI Awards) against the market median. However, we focus on Target Direct Compensation (TDC) at the market median to allow flexibility to target an individual’s component and total compensation opportunity above or below the median based on individual performance, critical skills and recognition of current and anticipated future contributions. This overriding pay-for-performance approach enables us to attract, motivate and retain the type of executive leadership that will help us achieve our strategic objectives and realize increased shareholder value. To achieve these goals, we have adopted the following program objectives:

•

Reward achievement of both operating performance and strategic objectives

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•

Align the interests of West’s leaders to those of our investors by varying compensation based on both short-term and long-term business results and delivering a large portion of the total pay opportunity in West stock. All NEOs have a minimum of 64% of at risk compensation based on performance

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•

Differentiate rewards based on performance against business objectives to drive a pay-for-performance culture, with a major portion of executive pay based on achievement of financial performance goals

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•

Promote a balanced incentive focus that does not encourage unnecessary or unreasonable risk taking

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•

Be market competitive to attract and retain highly qualified senior leaders needed to drive and grow a global enterprise

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Best Practices that Support Our Executive Compensation Philosophy

The Compensation Committee oversees the governance, design and administration of our executive compensation programs and evaluates these programs against competitive practices, legal and regulatory developments and corporate governance trends. We continue to incorporate leading design and governance practices into our compensation programs.

Say-on-Pay

Each year, we hold a shareholder “Say-on-Pay” advisory vote to assess the support for the compensation of our NEOs as disclosed in our Proxy Statement. In 2021, our Say-on-Pay proposal received more than 95% support, consistent with each of the previous three years.

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Executive Compensation Program Design

The specific elements of West’s executive compensation programs are:

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Targeted Pay Mix

The chart below illustrates the percentage weighting of each compensation element that comprises the 2021 target TDC for the CEO and the average for the other NEOs.

Factors Used in the Compensation Process

Compensation Committee

The Compensation Committee (or the “Committee” in this section of the Proxy Statement) reviews and approves the compensation elements and the compensation targets for each of our executive officers. The Committee also makes determinations with respect to the AIP as it relates to our executive officers, including the approval of annual performance goals and subsequent full year achievement against those goals. It administers all elements of the Company’s LTI plan, and approves the benefits offered to executive officers. Compensation decisions for the CEO are reviewed and approved by the full Board of Directors.

The Committee uses its judgment in making decisions about individual compensation elements and total compensation for our NEOs. This judgment is informed by competitive market data but primarily is focused on each NEO’s performance against his or her individual performance objectives, as well as the Company’s overall financial performance and the financial performance of the function or areas of operational responsibility for each NEO.

In making its decisions, and with guidance from our independent compensation consultant, Pay Governance, the Committee uses several resources and tools, including competitive market information, compensation trends within our comparator groups, where available, and realizable pay versus performance analysis.

The Committee also periodically reviews “tally sheets” for each of our executive officers as one of the tools to help assess the alignment of NEO pay with our performance and compensation philosophy. The tally sheets include salary, equity and non-equity incentive compensation and the value of compensation that would be paid in various termination scenarios. The tally sheets help the Committee to understand the magnitude and interplay of the various components of our compensation programs.

Finally, the Committee evaluates the Company’s compensation programs on an annual basis to ensure that our plans do not induce or encourage excessive risk-taking by participants.

Management

Our CEO and CHRO annually review with the Committee the performance of each executive officer and recommend to the Committee annual merit salary adjustments and any changes in annual or long-term incentive opportunities or payouts for these officers, except for the CEO. The Committee considers Management’s recommendations along with data and recommendations presented by Pay Governance.

The CHRO serves as the liaison between the Committee and Pay Governance, providing internal data on an as needed basis so that Pay Governance can produce comparative analyses for the Committee. In addition, the Company’s Human Resources, Finance and

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Law Departments support the work of the Committee by providing information, answering questions and responding to various requests of Committee members as required.

Independent Compensation Consultant

The Committee has engaged Pay Governance as its independent consultant to assist the Committee in evaluating the executive compensation program. The consultant provides no services to us other than advice to the Committee on executive compensation matters (including CIC matters) and to our Nominating and Corporate Governance Committee on director compensation. In 2021, the Committee reaffirmed Pay Governance to be independent from the Company under the applicable NYSE and SEC regulations.

During 2021, Pay Governance performed the following tasks for the Committee:

✔

Provided competitive market data for the compensation of the executive officer group and provided input to the Committee regarding officer pay recommendations (including the CEO)

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✔

Assessed incentive plan performance difficulty of achievement and provided related context regarding performance metric selection

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✔

Updated the Committee on executive compensation trends and regulatory developments

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✔

Prepared a realizable pay analysis for the CEO

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✔

Conducted an in depth review of the Company’s comparator groups

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✔

Provided input on compensation program design and philosophy

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✔

Monitored trends and analysis in executive and equity compensation

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External Benchmarking

In support of our compensation philosophy, we reference the median compensation values of two compensation comparator groups, which we refer to as the “Business Segment Group” and the “Broad Talent Market Group.” Data from both the Business Segment Group (which generally is applicable to the CEO and CFO) and Broad Talent Market Group (applicable to all Executive Officers) are used to determine competitive pay practices for our CEO and executive officers in a wholistic manner.

The Business Segment Group is composed of public companies with operational and customer characteristics like our own business operations. These companies initially are identified by Pay Governance and then approved by the Committee with input from Management based on the following criteria: (1) size (approximately one-half to two times our annual sales); (2) industry (healthcare equipment/supplies, industrial manufacturing and life sciences tools/services); and (3) operating structure such as:

•

Global footprint with multi-plant manufacturing capabilities

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•

Similar raw materials and products (elastomers, plastics, metals), and similar intellectual property profile

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•

Similar customer characteristics (complex sales cycle, quality requirements, regulatory requirements)

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The Broad Talent Market Group is a larger and broader sampling of size-appropriate companies that participate in the WTW (formerly Willis Towers Watson) annual executive compensation database. Unlike the Business Segment Group, the Committee does not select individual members of the Broad Talent Market Group. Companies within the Broad Talent Market Group operate in industries that are similar, but not identical to our own industry. Industries included are: Chemicals and Gases; Electrical and Scientific Equipment and Components; Medical Supplies and Equipment; and Pharmaceutical and Biotechnology.

Given our size and business portfolio, it is challenging to identify a robust sample of appropriate market compensation peers that fit conventional criteria. Therefore, we believe that using a balance of business and talent market references that reflect companies with which we compete for business and capital, and more broadly, those with which we compete for talent, provides the Committee with decision-quality data and context, and reasonably represents our labor market for executive talent.

The Committee believes it is good governance to periodically review our two compensation comparator group approach and comparators to ensure they are appropriate and to adjust based on: (1) our changing enterprise strategy; (2) the markets in which we compete for business, including emerging or more technical markets; (3) the areas in which we compete for talent, business and capital; and (4) our changing size and complexity. The last significant update to our comparator groups occurred in 2016. In 2021, the Committee, in conjunction with Pay Governance, determined an in-depth peer group review was appropriate given our growth and evolving business strategy to ensure relevant market context was available when making pay decisions. Our analysis reviewed multiple factors, namely comparators’ business scope, future aspirations, market capitalization, headcount, similarity of customer or client base, consideration of whether third-parties use the identified companies as a peer, and competition for similar talent.

Based on the above, the Committee approved the following changes to our peer groups:

2022 Annual Meeting and Proxy Statement | 39

•

Increased the Broad Talent Group revenue scope from companies with $500 million to $4 billion in revenue to companies with $1 billion to $6 billion in revenue, maintaining the common practice of targeting companies within one-half to two times our annual sales.

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•

Adjusted the constituents of the Business Segment Group on the basis of size, industry, operating structure, and business performance with the addition of Agilent Technologies, Inc., Bio-Rad Laboratories, Inc., Hologic, Inc., Integra LifeSciences Holdings, and PerkinElmer and the removal of Gerresheimer AG and Avanos Medical, Inc. Varian Medical Systems, Inc. was acquired by Siemens Healthineers AG in April 2021, and was also removed from this comparator group.

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Below is a chart that lists each company included in the current Business Segment Group and some key data the Committee considered in making the selection for inclusion. The sales data below are generally from 2021 public annual reports with respect to each company, with average market capitalization data as in January 2022. All amounts are in millions of U.S. Dollars. Prior to the updates which were effective in July 2021, we used the previous peer group disclosed in our 2020 Proxy Statement.

Business Segment Group

Executive Officer Stock Ownership Guidelines

Within five years of appointment “Attainment Period,” NEOs are expected to acquire shares of West common stock with a value equal to the following:

The following illustrates the type of equity holdings that count towards stock ownership requirements: