WEST PHARMACEUTICAL SERVICES INC (WST)
Sector: Health Care
2026 Annual Meeting Analysis
WEST PHARMACEUTICAL SERVICES INC · Meeting: May 4, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the eleven nominees set forth in the attached Proxy Statement as directors, each for a term of one year until the 2027 Annual Meeting of Shareholders
Long-tenured director (since 2011) with strong financial credentials; the 3-year TSR gap versus peers is -8.2pp, well below the 50pp threshold needed to trigger a vote against a director overseeing strong positive absolute returns, and no overboarding, attendance, or independence concerns are present.
Director since 2012 with deep healthcare industry and CEO experience; the TSR trigger does not apply given WST's positive absolute 3-year return and only an 8.2pp lag versus peers, and no other policy flags are present.
Joined in 2020 and became Lead Independent Director in April 2025; well-qualified with extensive healthcare and finance leadership; TSR trigger does not fire, attendance is strong, and no independence or overboarding concerns exist.
CEO and Chair since 2015 and 2022 respectively; executive directors are subject to the same TSR test, but WST's positive absolute 3-year return and only -8.2pp peer gap fall far short of the 50pp underperformance threshold required, so no vote-against trigger fires.
Joined in December 2024, making her exempt from the TSR trigger under the 24-month new-director rule; brings strong CFO and audit expertise and serves as Audit Committee Chair.
Director since 2021 with extensive international healthcare and executive leadership experience; the TSR underperformance threshold is not met and no attendance, overboarding, or independence issues are identified.
Director since 2017 with deep drug development and regulatory expertise; the TSR gap versus peers does not trigger a vote against, and no other policy flags apply.
Director since 2014 with strong clinical diagnostics and healthcare industry credentials; the 3-year TSR comparison does not breach the 50pp threshold and no other concerns are present.
Director since 2022 with extensive healthcare leadership experience; joined within roughly three years ago with tenure overlapping less than the full underperformance measurement window, and the peer gap does not reach the trigger threshold in any case.
Long-tenured director (since 2011) with over 30 years of healthcare diagnostics experience; the TSR underperformance test is not triggered, attendance is strong, and no overboarding or independence flags exist.
Director since 2016 with broad biopharmaceutical and global healthcare executive experience; the 3-year TSR gap versus peers is only -8.2pp, far below the 50pp threshold, and no other policy triggers fire.
All eleven nominees pass our policy screens. WST's stock has delivered a positive absolute 3-year return (+positive, approximately flat relative to its own prior price path), and the company trails its disclosed compensation peer group median by only 8.2 percentage points over three years — well below the 50-percentage-point threshold required to trigger a vote-against recommendation for directors overseeing a company with strong positive absolute returns. No directors are overboarded, all non-employee directors are independent, attendance exceeded 92% for all nominees, and the board discloses a robust skills matrix. We recommend FOR on all eleven nominees.
Say on Pay
✓ FORCEO
Eric M. Green
Total Comp
$7,190,876
Prior Support
94%%
The CEO's total reported compensation of approximately $7.2 million is reasonable for the head of a $17 billion market-cap healthcare company, and the pay structure is heavily weighted toward variable, performance-linked pay — roughly 84% of the CEO's target pay is at risk through annual bonuses and long-term equity awards tied to multi-year sales growth and return on invested capital targets. Although the company's stock has lagged its peer group median by 8.2 percentage points over three years, this gap does not exceed the 20-percentage-point threshold that would flag a pay-for-performance misalignment concern under our policy, and the committee demonstrated restraint by applying a downward discretionary adjustment to the 2025 annual bonus (cutting the formulaic 166.7% result to 100% for the CEO and 153% for other executives), which reflects appropriate pay-for-performance discipline. With 94% shareholder support at the prior annual meeting, a meaningful clawback policy in place, no guaranteed payouts, and a strong double-trigger change-in-control structure, the compensation program meets our policy standards and warrants a FOR vote.
Auditor Ratification
✓ FORAuditor
Not determinable from provided fee data (fee table extracted does not include auditor name or fee figures — only director compensation data was provided in the AUDITOR FEE TABLE block)
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The fee table provided in the filing extract contains only director compensation data, not auditor fee figures, so we cannot calculate a non-audit fee ratio or confirm auditor tenure from the data supplied. Under our policy, when tenure cannot be confirmed we do not assume a negative vote, and without fee data we cannot trigger the non-audit ratio test; accordingly, the default vote is FOR. Shareholders who can access the full auditor fee disclosure in the proxy should verify that non-audit fees do not exceed 50% of audit fees and that the auditor has served fewer than 25 years before relying on this recommendation.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Regarding an Independent Board Chair Policy
John Chevedden is one of the most well-known individual governance activists in the country, with a long track record of submitting governance-focused proposals — this is exactly the type of filer our policy instructs us to take seriously. The proposal asks the company to permanently separate the roles of Chairman of the Board and CEO, a mainstream governance improvement that a wide body of institutional investors supports because it removes a structural conflict of interest: the CEO setting the agenda for the very board that is supposed to oversee him. While the company argues its Lead Independent Director arrangement provides adequate oversight, that role is ultimately subordinate to the combined Chair/CEO in setting board agendas and driving decisions, and the stock has fallen roughly 50% from its 2022 peak — a period that coincides exactly with Mr. Green assuming the Chair role. Separating these roles would cost nothing, improve accountability, and align West with a growing share of S&P 500 companies that maintain an independent chair; we recommend FOR.
Overall Assessment
The 2026 West Pharmaceutical Services annual meeting ballot includes four proposals: election of eleven directors (all recommended FOR under our policy), an auditor ratification (FOR, subject to fee data verification), an advisory vote on executive pay (FOR, given reasonable CEO pay levels and demonstrated pay-for-performance discipline), and a shareholder proposal to require an independent board chair (FOR, filed by credible governance activist John Chevedden and addressing a legitimate structural governance concern at a company whose stock has declined sharply since the CEO assumed the chair role in 2022). The most consequential vote for shareholders interested in governance improvement is Proposal 4.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing