| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 13, 2023, Avantor, Inc. (the “Company”), announced the appointment of R. Brent Jones as Executive Vice President and Chief Financial Officer, effective as of August 7, 2023. Mr. Jones will become a member of the Company’s Executive Leadership Team and serve as its principal financial officer. In connection with this announcement, the Company’s current Executive Vice President and Chief Financial Officer, Thomas Szlosek, whose resignation was previously announced, has agreed to continue in his position through August 4, 2023.
Prior to joining the Company, Mr. Jones, age 53, served as Executive Vice President, Chief Financial Officer and Chief Operating Officer of LifeScan Global Corporation from March 2023 until July 2023 and as LifeScan’s Chief Financial Officer from February 2020 until March 2023. Prior to that, Mr. Jones served as Chief Financial Officer of Klöckner Pentaplast Group from April 2016 until August 2018 and in a several roles at Pall Corporation from 2012 until 2015, including Interim Chief Financial Officer. Earlier in his career, Mr. Jones worked in investment banking, including serving as a Managing Director at Bank of America Merrill Lynch, and began his career as a corporate lawyer at Cravath, Swaine & Moore. Mr. Jones holds an A.B. in Biochemistry and Asian Studies from Dartmouth College and a J.D. from Yale Law School.
In connection with the appointment of Mr. Jones as Executive Vice President and Chief Financial Officer, on July 12, 2023, the Company entered into an offer letter (the “Offer Letter”) with Mr. Jones. Pursuant to the Offer Letter, Mr. Jones’s initial annual base salary is $575,000 and he is eligible to participate in the Company’s incentive-based annual cash program beginning in 2023, pro-rated based on his hire date, with an annual target bonus opportunity of 80% of his annual base salary. Mr. Jones will also receive a one-time cash signing bonus of $200,000, subject to certain repayment obligations in the event of his departure prior to the one-year anniversary of his commencement date.
The Offer Letter also provides for an initial grant of a long-term equity award to Mr. Jones under Avantor’s 2019 Equity Incentive Plan in the target amount of $5,125,000, half will be granted in the form of performance stock units and half will be granted in the form of stock options. The stock options will vest over four years, subject to the terms and conditions of the Company’s standard form of option agreement, and the performance stock units will vest based on the Company’s 2023 through 2025 cumulative performance, subject to the Company’s standard form of performance stock unit agreement. In future years, Mr. Jones will be eligible to participate in the Company’s long-term incentive program, with a target annual grant of $2,000,000, allocated in the same manner applicable to all members of the Company’s executive leadership team.
Pursuant to the severance terms contained in Mr. Jones’s Offer Letter, if Mr. Jones (1) is involuntarily terminated without “Cause” (as defined in the Offer Letter) or is voluntarily terminated for “Good Reason” (as defined in the Offer Letter) following a change in control, he would be entitled to (a) a severance payment equal to one and a half times the sum of his annual base salary plus an amount equal to one and a half times his then-current target annual bonus opportunity, payable in equal installments over the one-year period following the date of termination; and (b) continued medical benefits for twelve months following the termination date and (2) is involuntarily terminated without “Cause” not following a change in control, he would be entitled to (a) a severance payment equal to the sum of his annual base salary plus an amount equal to his then-current target annual bonus opportunity (on a prorated basis), payable in equal installments over the one-year period following the date of termination; and (b) continued medical benefits for twelve months following the termination date.
Mr. Jones is also subject to the Company’s customary noncompetition, non-solicitation and non-disparagement covenants described in the Offer Letter.
The foregoing description of the Offer Letter is a summary only and does not purport to be complete and is qualified in its entirety by reference to the full text, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Avantor confirms that (1) there is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was appointed as Executive Vice President and Chief Financial Officer, (2) there is no family relationship between Mr. Jones and any director or executive officer of the Company, and (3) there are no transactions involving Mr. Jones that would require disclosure under Item 404(a) of Regulation S-K.
