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

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AVANTOR, INC.

(Name of Registrant as Specified In Its Charter)

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MESSAGE FROM

OUR CHAIRMAN

Notice of 2025 Annual Meeting of Stockholders

VIRTUAL STOCKHOLDERS MEETING

The Annual Meeting of Stockholders (“Annual Meeting”) of Avantor, Inc. (“Avantor” or the “Company”) will be held on Thursday, May 8, 2025 at 11:00 a.m. Eastern Time. This year’s Annual Meeting will be a completely “virtual meeting,” conducted via live audio webcast on the Internet. Stockholders will be able to listen to and participate in the meeting online, vote their shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVTR2025. Participants will need the 16-digit control number included on their Notice of Internet Availability or proxy card to gain access to the meeting. Stockholders of record of Avantor common stock at the close of business on March 14, 2025 will be able to vote online during the meeting. You have received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares at the 2025 Annual Meeting of Stockholders.

The purposes of the meeting are:

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting. Whether or not you plan to attend via live audio webcast, we hope you will vote as soon as possible. Your proxy materials include instructions on how to vote, including by Internet. If you hold your shares through a brokerage firm, bank, or other similar entity, please follow their instructions. For more information on how to attend the meeting and vote, see "Questions and Answers About the Meeting and Voting" in the Proxy Statement.

On behalf of Avantor’s Board of Directors,

Claudius O. Sokenu

Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary

This Notice of 2025 Annual Meeting and Proxy Statement, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, were first made available to stockholders on or about March 28, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 8, 2025: This Notice and Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement and Avantor’s 2024 Annual Report on Form 10-K before voting.

2025 ANNUAL MEETING OF STOCKHOLDERS

How to Cast Your Vote

Your vote is important! Please cast your vote and play a part in the future of Avantor. You may vote using any one of the following methods. In all cases, you should have your 16-digit control number from your Notice of Internet Availability or proxy card available and follow the instructions.

Web links throughout this document are provided for convenience only, and the content on the referenced website does not constitute a part of this Proxy Statement.

MEETING AGENDA AND VOTING RECOMMENDATIONS

PERFORMANCE Overview

Avantor’s approximately 13,500 associates are focused on our mission of setting science in motion to create a better world. Every day, we support our customers, from scientific discovery and development to commercialization. We are proud of the critical role that Avantor serves in enabling scientific breakthroughs, working side by side with scientists to address some of the greatest challenges and opportunities.

2024 Financial Highlights

Key Accomplishments

In 2024, we continued to collaborate with customers to meet growing demand, including investments to grow our mission-critical products and services and enhance our manufacturing and distribution capabilities. In addition, we continued to take actions that position Avantor for long-term growth, including restructuring our business model and initiating a multi-year cost optimization program.

Innovation

Whether providing cutting edge technology designed for the laboratory bench or developing and implementing complex bioprocessing solutions, in 2024, we delivered the innovative products and services required to help our customers spend more of their time focused on science.

Expanding Capabilities and Improving Productivity

In 2024, we invested at a record level across sales, manufacturing and distribution channels to ensure we are well positioned to meet the evolving needs of our customers:

Business Evolution and Cost Transformation

In 2024, we fundamentally transformed our company, enabling us to deliver even more value to the scientific community and to our stockholders:

Stockholder Engagement Highlights

We regularly interact with our stockholders through our stockholder engagement program that reaches current stockholders, market participants and potential investors in a variety of forums including quarterly earnings discussions, investor conferences and investor meetings. Topics include financial and operating performance, corporate strategy and corporate responsibility. Members of our investor relations team and senior management participate in each discussion, with certain engagements including a member of our Board.

For more information on our approach to stockholder engagement and actions we have taken in response to stockholder feedback, see "Corporate Governance — Stockholder Engagement Program." For more information on our stockholder engagement efforts with respect to last year’s say-on-pay vote and executive compensation, see "Executive Compensation — Compensation Discussion and Analysis — 2024 Say-On-Pay and Stockholder Engagement."

CORPORATE GOVERNANCE HIGHLIGHTS

The Company is committed to good corporate governance, which we believe is important to the success of our business and in advancing stockholder interests.

Corporate Governance Highlights include:

For more information on our corporate governance practices, see “Corporate Governance.”

BOARD NOMINEES

Avantor’s Board of Directors currently has ten members. All director nominees currently serve on the Board and will be elected for a one-year term expiring at the next annual meeting of stockholders.

The following table provides summary information about each director nominee standing for re-election at the Annual Meeting.

SUSTAINABILITY HIGHLIGHTS

As a global industry leader, we recognize our ability to create a positive impact for our associates, customers, suppliers, stockholders and communities. Throughout 2024, we advanced our corporate sustainability strategy across our four pillars.

EXECUTIVE COMPENSATION HIGHLIGHTS

Our Compensation Objectives

Avantor’s executive compensation is designed to support the longevity and stability of the company by driving long-term business outcomes and promoting strong governance practices. This is done by linking individual pay with Avantor’s performance on a diverse set of measures, including financial and corporate strategic goals. In 2024, these goals included employee inclusion index and reduction in greenhouse gas emissions.

Our executive compensation practices include the following, each of which the Compensation and Human Resources Committee believes reinforces our executive compensation objectives:

Our Compensation Mix

All senior executives have a large portion of compensation that is variable and covers annual and multi-year performance periods. Long-term awards are designed to align executives with Avantor’s long-term performance using performance-based equity in the form of Performance Stock Units, Stock Options, and Restricted Stock Units.

Item 1 Election of Directors

At this Annual Meeting, all directors will be elected for a one-year term expiring at the next annual meeting of stockholders.

The biographies below describe the business experience of each director nominee standing for re-election. Following the biographical information for each director nominee, we have listed the specific experience and qualifications of that nominee that strengthen the Board of Directors’ collective qualifications, skills and experience.

In considering each director nominee for election at the Annual Meeting, the Nominating and Governance Committee assessed the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each Board member’s biographical information in "Item 1 Election of Directors — Director Nominees to Serve for a One-Year Term Expiring in 2026" and skills and experience in "Item 1 Election of Directors — Director Skills Matrix" set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

The Board expects that each of the nominees listed below will be available for election as a director. However, if one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for any substitute nominees as the Board may nominate. If a nominee is not available for election or is otherwise unable to serve as a director, the Board may reduce its size or choose a substitute nominee.

DIRECTOR SKILLS MATRIX

Our directors possess relevant skills and experience that contribute to a well-functioning Board that effectively oversees our strategy and management.

DIRECTOR NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2026

Corporate Governance

Our success is built and sustained by the trust we have earned from our customers, suppliers, distributors, associates, business partners and investors. Part of this trust stems from our commitment to good corporate governance. The framework for our governance practices is found in our Corporate Governance Guidelines, which outline the operating principles of our Board of Directors and the composition and working processes of our Board and its committees. The Nominating and Governance Committee periodically reviews our Corporate Governance Guidelines and developments in corporate governance and periodically recommends proposed changes to the Board for approval.

Below are key highlights of our corporate governance practices:

Board Membership and Participation

Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging

Our Insider Trading Policy contains restrictions applying to all directors, officers and employees that, among other things:

Robust Stockholders Rights

THE STRUCTURE AND ROLE OF THE BOARD OF DIRECTORS

Board Leadership Structure

The Company’s Board is led by Jonathan Peacock, a non-executive Chairman. The Board believes that it is in the best interest of the Company and its stockholders for Mr. Peacock to continue to serve as Chairman of the Board. Mr. Peacock possesses significant knowledge and experience in our industry and a deep understanding of Avantor’s strategic objectives, all of which will continue to benefit the Company during the year ahead. We believe that having an independent, non-executive Chairman emphasizes the importance of the Board’s objectivity and independence from management and best promotes the effective functioning of the Board’s oversight role. Mr. Peacock’s responsibility is to ensure that our Board functions properly and to work with our President and Chief Executive Officer to set the Board’s agenda. We expect him to facilitate communications among our directors and between the Board and senior management. While Mr. Peacock provides independent leadership, he also works closely with our Chief Executive Officer to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance.

Although we believe that the separation of the Chairman and Chief Executive Officer positions is appropriate corporate governance for us at this time, our Board believes that the Company and stockholders are best served by maintaining the Board’s flexibility to determine whether and when the Chairperson and CEO positions should be separate or combined to provide the appropriate leadership.

The Board’s Oversight of Strategy

The Board is deeply engaged and involved in overseeing the Company’s long-range strategy, including evaluating key market opportunities, customer and supplier trends and competitive developments. This also includes aspects of our corporate sustainability and governance initiatives that relate to our strategy. The Board’s oversight of risk is another integral component of the Board’s oversight and engagement on strategic matters. Strategy-related matters are regularly discussed at Board meetings and, when relevant, at Committee meetings. We also dedicate at least one Board meeting every year to an even more intensive review and discussion of the Company’s strategic plan. Matters of strategy also inform committee-level discussions of many issues, including enterprise risk. Engagement of the Board on these issues and other matters of strategic importance continues in between meetings, including through updates to the Board on significant items and discussions between the CEO and our Chairman on a periodic basis. Each director is expected to bring to bear their own talents, insights, and experiences to these strategy discussions.

The Board’s Role in Risk Oversight

While senior management has primary responsibility for managing risk, the Board has responsibility for risk oversight with specific risk areas delegated to relevant Board committees who report on their deliberations to the full Board. The specific risk areas of focus for the Board and each of its committees are summarized below.

Enterprise Risk Management

The Board uses the ERM program as a key tool for understanding the inherent risks facing Avantor and assessing whether management’s processes, procedures and practices for mitigating those risks are effective. The ERM assessment is led by our internal ERM function and assesses key risks related to strategies, finances, operations, compliance, personnel and external factors. The ERM approach encourages collaborative and constructive communication, facilitates effective tracking, testing, planning and goal setting for key risks and enhances preparedness for senior leaders and the Board in addressing emerging risks and opportunities. In 2024, the ERM program included consideration of risks in six distinct risk categories and seventeen key risks overall. Each key risk has an Executive Leader assigned as the risk owner, and each risk deemed to be the highest risk receives additional ongoing oversight.

Both the Audit and Finance Committee and the Board review the results of the annual ERM assessment. During the reviews, Avantor’s Senior Director of ERM, partnering with each Executive Leader risk owner, presents the results of the ERM assessment in a manner designed to provide full visibility into the risks facing Avantor and how management is mitigating those risks, thereby enabling the Board to effectively exercise its oversight function. To facilitate continued monitoring and oversight by the Board, key risk areas identified during the ERM process and management’s associated mitigation activities become part of Board and/or committee meeting agendas for the following year.

The Board’s Oversight of Corporate Sustainability Matters

Considering the wide range of sustainability concerns relevant to a company of our size and scale, responsibility for overseeing these matters is distributed across the Board and its committees:

At the management level, our sustainability matters are lead and coordinated by our Vice President, Global Sustainability and Impact and Senior Vice President, Global Communications and Branding who regularly engage with the Board’s Nominating and Governance Committee. The Vice President, Global Sustainability and Impact is responsible for, including but not limited to:

Executive Sessions

To ensure free and open discussion and communication among the non-management directors of the Board, the non-management directors meet in executive session at most Board meetings. The chairman will preside at the executive sessions.

Board Meetings and Attendance

Under Avantor’s Corporate Governance Guidelines, all directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and any meeting of stockholders. Directors are encouraged to attend Board meetings and meetings of committees of which they are members in person but may also attend such meetings by telephone or video conference. The Board met five times in 2024, including regularly scheduled and special meetings. Each director attended 75% or more of the aggregate of all meetings of the Board and the committees on which they served during 2024.

Board and Committee Evaluations

The Board of Directors annually assesses the effectiveness of the full Board, the operations of its committees and the contributions of director nominees. The Nominating and Governance Committee oversees the evaluation of the Board as a whole and its committees, as well as individual evaluations of those directors who are being considered for possible re-nomination to the Board.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that they do not have a material relationship with us or any of our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with us or any of our subsidiaries).

Our Corporate Governance Guidelines define an “independent” director in accordance with Section 303A.02 of the New York Stock Exchange ("NYSE") Listed Company Manual. In addition, Audit and Finance Committee and Compensation and Human Resources Committee members are subject to the further independence requirements under Securities and Exchange Commission ("SEC") rules and NYSE listing standards. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.

In the event a director has a relationship with our company that is relevant to their independence and is not addressed by the objective tests set forth in the NYSE independence definition including any relationship described under “Certain Relationships and Related Person Transactions” below, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

The Board has affirmatively determined that each of Juan Andres, John Carethers, Lan Kang, Dame Louise Makin, Joseph Massaro, Mala Murthy, Jonathan Peacock, Michael Severino, and Gregory Summe is independent under the guidelines for director independence set forth in our Corporate Governance Guidelines and the applicable NYSE listing standards, including with respect to committee memberships.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. Our Corporate Governance Guidelines and committee charters are reviewed not less than annually by the various committees and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the Board.

Our Corporate Governance Guidelines, Audit and Finance, Compensation and Human Resources, Nominating and Governance and Science and Technology Committee charters and other corporate governance information are available on the investor relations portion of our website at www.avantorsciences.com under “Investors: Governance.” Any stockholder also may request them in print, without charge, by contacting the Corporate Secretary: Avantor Inc., Corporate Secretary’s Office, Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.

Committees of the Board

There are four standing committees of the Board. The information below sets forth the Board committees, the members of each of the committees as of March 14, 2025 and the number of times the respective committees met in 2024:

Audit and Finance Committee

Our Audit and Finance Committee consists of Joseph Massaro, Juan Andres, and Mala Murthy with Joseph Massaro serving as chair and Dame Louise joining in 2025. Our Audit and Finance Committee is responsible for, among other things:

All members of the Audit and Finance Committee have been determined to be “independent,” consistent with our Audit and Finance committee charter, Corporate Governance Guidelines, SEC rules and the NYSE listing standards applicable to boards of directors in general and Audit and Finance Committees in particular. The Board has also determined that each of the members of the Audit and Finance Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, the Board has determined that Mr. Massaro and Ms. Murthy qualify as “audit committee financial experts,” as defined by applicable SEC regulations. No committee member currently sits on more than two other public company audit committees.

Compensation and Human Resources Committee

Our Compensation and Human Resources Committee consists of Michael Severino, Lan Kang, and Gregory Summe, with Michael Severino serving as chair. The Compensation and Human Resources Committee is responsible for, among other things:

The Compensation and Human Resources Committee has sole authority to retain or terminate any compensation consultant or other advisor used to evaluate senior executive compensation and may form and delegate authority to subcommittees when appropriate. The Compensation and Human Resources Committee also approves all engagements and services to be performed by any consultants or advisors to the Compensation and Human Resources Committee. To assist the Compensation and Human Resources Committee in discharging its responsibilities, the Committee has retained an independent compensation consultant—Frederic W. Cook & Company (“FW Cook”). The consultant reports directly to the Compensation and Human Resources Committee. For more information about the independence of the Compensation and Human Resources Committee’s consultant, refer to “Compensation Discussion and Analysis — Compensation Philosophy & Objectives — How We Make Compensation Decisions — Guidance from the Independent Compensation Consultant.” For more information on the responsibilities and activities of the Compensation and Human Resources Committee, including its processes for determining executive compensation, see “Executive Compensation — Compensation Discussion and Analysis.”

All members of the Compensation and Human Resources Committee have been determined to be “independent,” consistent with our Compensation and Human Resources Committee Charter, Corporate Governance Guidelines, SEC rules and the NYSE listing standards applicable to boards of directors in general and compensation committees in particular. In addition, all members qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

Nominating and Governance Committee

Our Nominating and Governance Committee consists of Gregory Summe, John Carethers and Jonathan Peacock, with Gregory Summe serving as chair. The Nominating and Governance Committee is responsible for, among other matters:

Science and Technology Committee

Our Science and Technology Committee was established in November 2024 and consists of Juan Andres, John Carethers and Michael Severino, with Juan Andres serving as chair and Michael Stubblefield joining in 2025. The Science and Technology Committee is responsible for, among other matters:

COMMUNICATIONS WITH DIRECTORS

The Board of Directors welcomes input and suggestions. Stockholders and other interested parties may communicate with the Board and our Chairman by sending a written communication to the attention of the Company’s Corporate Secretary by mail at Avantor, Inc., Corporate Secretary’s Office, Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.

Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors as appropriate. Any such communication is promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient or recipients. Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that raise grievances that are personal to the sender, communications that relate to the pricing of the Company’s products or services, communications that do not relate directly or indirectly to the Company and communications that are frivolous in nature.

DIRECTOR NOMINATION PROCESS

Assess Composition and Determine Priorities

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

Solicit and Source a Broad Pool of Candidates

Working with the Chairman of the Board, the Nominating and Governance Committee seeks out a wide-ranging pool of candidates using multiple sources, engaging third-party search firms and receiving input from directors and stakeholders. Our Corporate Governance Guidelines provide that, as part of our search process, the Nominating and Governance Committee actively considers individuals who possess a diversity of ideas.

Candidate Evaluation and Selection

The Nominating and Governance Committee evaluates candidates based on its set priorities and director qualification standards, and the candidates’ qualifications, including each candidate’s strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially with the other members of the Board. Through this process, the Nominating and Governance Committee seeks to identify qualified director candidates with experience, including, but not limited to, the areas of finance, audit, international business transactions, and board level strategy and makes recommendations to the Board. In addition, stockholders may nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the Company’s bylaws.

2024 Board Refreshment

In 2024, the Board, led by the Nominating and Governance Committee, appointed Dame Louise Makin as new independent director. Dame Louise’s significant industry expertise and track record of overseeing transformative growth initiatives provides invaluable contributions to the Board's oversight of innovation in our portfolio, advancement of our mission and execution of initiatives to create long-term stockholder value.

Proxy Access

The Company’s bylaws include a proxy access provision that allows an eligible stockholder or group of up to 20 eligible stockholders, owning at least 3% of the Company’s outstanding common shares continuously for at least three years, to include in the Company’s proxy materials for an annual meeting of stockholders a number of director nominees up to the greater of two directors or 20% of the Board of Directors, provided the stockholders and nominees satisfy the requirements specified in the bylaws.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The Board of Directors has adopted a written Related Person Transaction Policy to assist it in reviewing, approving and ratifying transactions with related persons and to assist us in the preparation of related disclosures required by the SEC. This Related Person Transaction Policy supplements our other policies that may apply to transactions with related persons, such as the Corporate Governance Guidelines of the Board and the Code of Ethics and Conduct.

Our Audit and Finance Committee is responsible for the review, approval and ratification of “related person transactions” between us and any related person pursuant to a written Related Party Transaction Policy adopted by

our Board of Directors. “Related party transactions” include any transaction by the Company with a company or other entity that employs a “related party,” or in which a “related party” has a material ownership or financial interest. Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. In the course of its review and approval or ratification of a related-person transaction, the Audit and Finance Committee will consider:

Each director and officer also complete and sign a questionnaire at the end of each fiscal year to confirm that there are no material relationships or related person transactions between such individuals and the Company other than those previously disclosed to Avantor. This ensures that all material relationships and related person transactions are identified, reviewed and disclosed in accordance with applicable policies, procedures and regulations.

Any member of the Audit and Finance Committee who is a related person with respect to a transaction under review will not be able to participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.

Arrangements with our Directors and Officers

We have certain agreements with our directors and officers which are described in the sections entitled “Director Compensation” and “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2024” elsewhere in this Proxy Statement.

We entered into indemnification agreements with our officers and directors. These agreements and our bylaws will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements will not be exclusive of any other indemnity rights. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, we have been informed that in the opinion of the SEC such indemnification is against public policy and may be unenforceable.

There is currently no pending material litigation or proceeding involving any of our directors for which indemnification is sought.

In the normal course of business, we purchase services, supplies, and equipment from many suppliers and sell goods and services to many customers. In some instances, these transactions occur with companies with which members of our Board have relationships as executive officers. For transactions entered into during 2024, no related person had or will have a direct or indirect material interest.

While not required under the Related Person Transaction Policy, the Board reviewed overall spending with Tessera Therapeutics, where Dr. Severino serves a Chief Executive Officer, GRAIL, Inc., where Mr. Summe serves as the chair of the board, UCB, where Mr. Peacock serves as the chair of the board, and the University of California San Diego, where Dr. Carethers serves as the Vice Chancellor for Health Sciences.

COMMITMENT TO SUSTAINABILITY

Avantor's Science for Goodness sustainability strategy is a key part of our commitment to deliver long-term value to our customers, associates, suppliers, communities and stockholders. This platform aims to foster an inclusive work

environment, promote innovation for a sustainable future, support and strengthen our communities, and add value to Avantor. We are embedding sustainability throughout our business ensuring our everyday actions generate positive impact.

Science for Goodness: Our Approach to Sustainability.

Our sustainability commitment is led by our Executive Leadership Team and Board of Directors, and is driven by our global associate population. Our impact and purpose are centered on four key commitment pillars – People & Culture, Innovation & Environment, Community Engagement and Governance & Integrity that are aligned with the following UN Sustainable Development Goals: Good Health & Wellbeing, Quality Education, Industry, Innovation and Infrastructure, Reduced Inequalities, and Responsible Consumption and Production.

People and culture: We empower people to create a better world. Our core values of innovation, customer centricity, accountability, respect and excellence ("ICARE") are embedded within our continuous improvement processes to advance best practices in all we do. At Avantor, goodness comes from how we innovate, collaborate, connect and inspire each other to help build a sustainable future for all.

Innovation and environment: Grounded in collaboration and driven by our customer relationships, our approach to innovation – from scientific discovery to commercial scale – aims to create value for our associates, investors, customers, suppliers and communities at large. As our customers look to us to support their sustainability goals, we are embedding sustainable practices throughout our operations by addressing our greenhouse gas emissions, energy consumption, water usage, and waste, as well as through providing environmentally preferable products for our customers.

While relentlessly focusing on advancing life-changing science, Avantor recognizes its shared responsibility and is committed to addressing key environmental sustainability issues. In 2024, we continued to make progress to reduce our Scope 1 (direct) and Scope 2 (indirect) greenhouse gas ("GHG") emissions, and added Scope 3 emissions tracking to our program. The cross-functional Environmental Task Force, created in 2022, continues to lead this effort whereby Avantor prioritizes investments that will optimize our operational processes, meet our productivity guidelines and lower our operating emissions.

Community engagement: Avantor’s philanthropic initiatives generate positive, enduring impact on the planet, society and the communities where we work and live. We do this through grants from the Avantor Foundation, a private charitable foundation funded by Avantor, and by encouraging our associates to give back through volunteerism, collection drives and other means. Our giving and volunteer efforts focus on increasing Science, Technology, Engineering and Math (STEM) education programs for underserved high school students, providing equitable access to quality healthcare and demonstrating environmental stewardship where Avantor has a presence. In 2024, we once again increased our community impact and programming. Contributing factors include the expansion of our Volunteer Time Off benefit to four additional countries and hosting our second annual Month of Giving campaign.

Governance and integrity: We are committed to practicing responsible corporate governance, adhering to best practices, proactively identifying opportunities for process improvement, and elevating valued partnerships, both internally and externally. This commitment encompasses conducting business in full compliance with applicable laws and regulations, maintaining a high degree of internal conduct and communication standards through our Code of Ethics and Conduct and other internal policies. Through the end of 2024, we have enrolled 55% of our suppliers by spend into our Responsible Supplier Program which is the vehicle to ensure Avantor suppliers are well-positioned to help us meet the sustainability challenges of the future.

Management and Board Oversight

Avantor’s executive leadership team, comprised of Avantor’s CEO, CFO and executives from across the company, oversee Avantor’s efforts to integrate sustainability and corporate responsibility into our strategic planning, risk management and reporting. Day-to-day responsibility for Avantor’s Sustainability Program resides with a cross-functional representation of leaders headed by the Vice President, Global Sustainability and Impact, who meet regularly to review progress and provide recommendations to the executive team.

At the Board level, the Board as a whole and through the Nominating and Governance Committee, oversees sustainability and corporate responsibility. The Nominating and Governance Committee and Board received regular updates throughout 2024 on the Company’s sustainability reporting and progress against goals under its four sustainability pillars. The full Board received an annual briefing from an outside consultant on the evolving climate and reporting landscape – including what investors expect. Our management team also briefs the Board regularly on the main priorities and feedback from key customers and other stakeholders. The Board has fully supported management's efforts to enhance our energy and emission practices.

Other Board committees also conduct detailed reviews on key corporate sustainability topics; for example, our Compensation and Human Resources Committee oversees the Company’s talent, culture, compensation structure and compensation programs. Throughout the year, we report on CEO and overall leadership succession, review talent/compensation philosophies, provide updates on human capital KPIs and evaluate plan-linkage of sustainability metrics to our annual bonus plan. Our Audit and Finance Committee assists the Board in monitoring cybersecurity risk. We continue to maintain best-in-class governance provisions, including robust stockholder rights, and established a responsible supplier code of conduct that outlines our expectations for suppliers on topics such as sustainability, human rights and compliance.

Reporting

We released our annual Avantor Corporate Sustainability Report in June 2024 that outlines progress made on our four sustainability pillars and highlights how our associates are involved in helping to advance Science for Goodness. Our annual Corporate Sustainability Reports continue to include the Sustainability Accounting Standards Board’s (SASB) reporting disclosure for the Medical Equipment & Supplies, Biotechnology & Pharmaceuticals and Chemicals industries, and the Task Force for Climate Disclosure. We also continue to disclose climate strategies and metrics through CDP (formerly Carbon Disclosure Project). For more information on our sustainability goals, see our website, www.avantorsciences.com, under “Investors: Sustainability.”

STOCKHOLDER ENGAGEMENT Program

Our Annual Engagement Process

We regularly interact with our stockholders through our stockholder engagement program that reaches current stockholders, market participants and potential investors in a variety of forums including quarterly earnings discussions, investor conferences and investor meetings. Topics include financial and operating performance, corporate strategy and sustainability. Members of our investor relations team and senior management participate in each discussion, with certain engagements including a member of our Board.

We also engage specifically with the governance and sustainability teams of our stockholders through a structured set of engagements throughout the year. We use these engagements to solicit investor input on a variety of topics, with a particular focus on governance and other corporate responsibility-related topics like human capital management and our climate strategy.

Our 2024 Engagement Efforts

Our Board Chairman, Chair of our Nominating and Governance Committee and members of management engaged with stockholders throughout 2024 to provide updates on our strategy and ongoing business review process, Board composition and refreshment, senior leadership transitions, executive compensation, and Corporate Sustainability topics.

Stockholder Engagement Highlights

For more information on our stockholder engagement efforts with respect to last year’s say-on-pay vote and executive compensation, see "Executive Compensation — Compensation Discussion and Analysis — 2024 Say-on-Pay and Stockholder Engagement."

CODE OF ETHICS AND CONDUCT

We have a written Code of Ethics and Conduct that applies to all of the directors, officers and employees, including our President and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior executive officers. Our Code of Ethics and Conduct sets forth policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of company assets, and our business practices. A current copy of the Code of Ethics and Conduct is posted on our website at www.avantorsciences.com under “Investors: Governance.”

Were we to amend or waive any provision of our Code of Ethics and Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website at www.avantorsciences.com rather than by filing a Form 8-K. In the case of a waiver for an executive officer or a director, the required disclosure will also be made available on our website.

Director Compensation

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

Director Fees

Our director compensation program provides for an annual cash retainer plus an annual equity award of restricted stock units.

Director cash retainers are paid quarterly in arrears. Director equity awards are issued in restricted stock units, which vest in full on the first anniversary of the Vesting Start Date (as defined in the restricted stock unit agreement); provided, that if the director has continuously provided service to us upon the occurrence of a change in control prior to such dates, all then-unvested restricted stock units will vest. The annual equity-based retainer will be pro-rated for partial years of service.

Each eligible director is also entitled to receive reimbursement for reasonable travel, lodging and other expenses which they properly incur in connection with their functions and duties as a director.

Deferred Compensation

In 2022, the Company began offering our non-employee directors the option of deferring the receipt of his or her annual equity award compensation. Pursuant to this plan, deferrals of common stock are adjusted to reflect the hypothetical reinvestment in additional shares of common stock for any dividends or other distributions on common stock during the deferral period. A non-employee director may elect to have their deferred amounts paid after five years, ten years or at the termination of Board service.

The following table provides summary information concerning the compensation of the non-employee members of our Board of Directors for the year ended December 31, 2024. The compensation paid to Mr. Stubblefield, our President and Chief Executive Officer, is presented in the Summary Compensation Table and the other compensation tables below. During 2024, Mr. Stubblefield did not receive additional compensation for his services as a director.

STOCK OWNERSHIP GUIDELINES

We have also adopted equity ownership guidelines for our non-employee directors in order to better align our eligible directors’ financial interests with those of our stockholders. Each non-employee director must own shares of common stock in an amount equal to five times (5x) his or her base annual cash retainer (excluding additional annual cash retainers for service as the Chairman of the Board of Directors, lead independent director, committee chairpersons and committee members). Such directors are required to achieve the applicable level of ownership within five years of becoming subject to the requirements and, as of December 31, 2024, all of our non-employee directors were in compliance with the stock ownership guidelines or had not yet completed their fifth year of service.

Stock Ownership Information

AVANTOR STOCK OWNERSHIP

The following table sets forth information regarding the beneficial ownership of shares of our common stock as of March 3, 2025 by:

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Unless otherwise set forth in the footnotes below, (1) each beneficial owner possesses, to our knowledge, sole voting and investment power with respect to the shares listed, subject to community property laws where applicable, and (2) the address of each beneficial owner is c/o Avantor, Inc., Radnor Corporate Center, Building One, Suite 200, 100 Matsonford Road, Radnor, PA 19087.