AVANTOR INC (AVTR)
Sector: Health Care
2026 Annual Meeting Analysis
AVANTOR INC · Meeting: May 7, 2026
Directors FOR
4
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Makin has served since 2024, which is more than 24 months ago by the meeting date — her tenure meaningfully overlaps with the severe stock decline; Avantor's 3-year price return is -64.7%, which is negative in absolute terms, and the stock has underperformed the sector ETF benchmark XLV by -82.8 percentage points, far exceeding the 30 percentage point trigger threshold for companies with negative absolute 3-year returns; the 5-year return is also deeply negative (-73.6%), confirming this is not a transient downturn, so the 5-year mitigant does not apply.
Massaro has served since 2021, giving him full overlap with the underperformance period; Avantor's 3-year price return is -64.7% (negative absolute), and the stock has underperformed XLV by -82.8 percentage points, far exceeding the 30 percentage point trigger threshold; the 5-year return is also -73.6% (negative), and the 5-year relative underperformance versus XLV similarly exceeds the threshold, so the 5-year mitigant does not rescue the vote.
Murthy has served since 2021, giving her full overlap with the underperformance period; Avantor's 3-year price return is -64.7% (negative absolute), and the stock has underperformed XLV by -82.8 percentage points, far exceeding the 30 percentage point trigger; the 5-year return is also -73.6% (negative) and similarly exceeds the threshold versus XLV, so the 5-year mitigant does not apply.
Severino has served since 2020, giving him full overlap with the underperformance period; Avantor's 3-year price return is -64.7% (negative absolute), and the stock has underperformed XLV by -82.8 percentage points, far exceeding the 30 percentage point trigger; the 5-year return is also -73.6% (negative) and the 5-year relative underperformance similarly exceeds the threshold, so the 5-year mitigant does not apply.
Summe has served since 2020 and became Chairman in January 2026, giving him full overlap with the underperformance period and making him the most directly accountable director for board oversight; Avantor's 3-year price return is -64.7% (negative absolute), and the stock has underperformed XLV by -82.8 percentage points, far exceeding the 30 percentage point trigger; the 5-year return is also -73.6% (negative) and the 5-year relative underperformance similarly exceeds the threshold, so the 5-year mitigant does not apply.
For Analysis
Dingemans joined the board in January 2026, less than 24 months ago, so he is exempt from the TSR underperformance trigger; he brings relevant financial and healthcare expertise as a former CFO of GlaxoSmithKline.
Ligner joined the board in August 2025, less than 24 months ago, so he is exempt from the TSR underperformance trigger; as the newly appointed CEO he is the appropriate management representative on the board.
Lucier joined the board in October 2025, less than 24 months ago, so he is exempt from the TSR underperformance trigger; he sits on two other public company boards (Maravai Lifesciences and Dentsply Sirona) and is also Executive Chairman and CEO of Corza Medical — as a sitting CEO, policy flags directors who hold two or more outside public board seats, but Corza Medical appears to be a private company so the policy trigger does not fire; no disqualifying conditions are met.
Mehra joined the board in December 2025, less than 24 months ago, so he is exempt from the TSR underperformance trigger; he brings capital allocation and private equity expertise relevant to Avantor's turnaround.
Of the nine director nominees, five long-tenured directors (Massaro, Murthy, Severino, Summe, and Makin) receive AGAINST votes because Avantor's stock has lost roughly 65% over three years and has underperformed the healthcare sector ETF XLV by approximately 83 percentage points — well above the 30-point trigger threshold for companies with negative absolute returns — and the 5-year record is equally poor, eliminating the mitigant; four newer directors (Dingemans, Ligner, Mehra, Lucier) are exempt from the TSR trigger because they joined within the past 24 months.
Say on Pay
✓ FORCEO
Emmanuel Ligner
Total Comp
$5,895,624
Prior Support
87%%
The prior year say-on-pay received 87% support, well above the 70% threshold, so no responsive-action concern is triggered. The new CEO Emmanuel Ligner's total reported compensation of approximately $5.9 million is reasonable for an incoming CEO at a large-cap healthcare company given his mid-year start date, and the pay mix is heavily variable — a large portion is delivered in the form of equity awards tied to stock price appreciation and performance targets. Although Avantor's stock has performed very poorly, the 2023-2025 performance stock awards paid out at zero (no shares were earned) because both the adjusted earnings-per-share and relative total shareholder return metrics fell below the minimum threshold, which demonstrates that the incentive plan is actually working as intended — executives did not get rewarded when shareholders lost money — and the 2025 annual bonus was also below target and subject to a further 20% downward reduction by the committee, reflecting the company's difficult year.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$5,572,000
Non-Audit Fees
$1,077,000
Non-audit fees (tax fees of $1,075,000 plus other fees of $2,000, totaling approximately $1,077,000) represent about 19% of audit fees ($5,572,000), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of Avantor's size; auditor tenure is not disclosed but the policy requires confirmed data to trigger a vote against, so the default FOR applies.
Overall Assessment
The 2026 Avantor annual meeting ballot is straightforward: we vote FOR on say-on-pay (the new CEO's pay is moderate, the incentive plan paid out nothing in 2025 reflecting genuine pay-for-performance alignment, and prior-year support was 87%), FOR on auditor ratification (Deloitte's non-audit fees are well within acceptable limits), but AGAINST five of nine director nominees — specifically the four directors who have served since 2021 or earlier (Massaro, Murthy, Severino, Summe) and one director who joined in 2024 (Makin) — because Avantor's stock has fallen more than 64% over three years and underperformed the healthcare sector ETF XLV by over 82 percentage points, a level of sustained underperformance that holds long-tenured board members accountable.