WST West Pharmaceutical Services Inc

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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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Filed by a Party other than the Registrant   ☐

Check the appropriate box:

☒    Preliminary Proxy Statement

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☐   Definitive Proxy Statement

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☐    Soliciting Material under §240.14a-12

West Pharmaceutical Services, Inc.

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(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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☐    Fee paid previously with preliminary materials.

☐    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:

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During fiscal year 2024, West navigated through a challenging period. We transitioned from a phase of exceptional demand for our products during the COVID pandemic to the re-stabilization of the pharmaceutical industry supply chain.

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In 2024, we reported net sales of $2.893 billion, a 1.5% organic net sales decline over the prior year, with Proprietary Products declining by 2.2% and Contract Manufactured Products increasing by 1.1%. Encouragingly, we saw a return to growth in the fourth quarter in our largest segment of the business, Proprietary Products, with organic net sales increasing by 4.5%, led by growth in the Biologics market unit. In addition, our operating cash flow and strong balance sheet enabled the Company to fund capital expenditures, return over $560 million to the shareholders through our share repurchase program, and increase our dividend for the 32nd consecutive year.

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A key strategy for future growth has been continued investment in our strong global operations footprint. This includes expanding capacity in our key HVP components business and supporting a fast-growing GLP-1 market across both Proprietary Products and Contract Manufacturing. We are implementing innovative manufacturing practices throughout our sites, introducing state-of-the-art elastomer mixing technology to our Williamsport, PA site, and constructing a new analytical lab in Stolberg, Germany to foster innovation and strengthen our analytical services offerings.  These and other investments position West to effectively meet anticipated market changes in 2025 and beyond.

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As we move into 2025, we believe that we are well positioned to address other significant market changes, which will benefit our company, our customers and our shareholders. First, the Biologics market continues its strong momentum, as we continue with our high-win rate on newly approved molecules. Second, the rapid expansion of glucagon-like peptide-1 (GLP-1s) is expected to drive continued growth, both in our HVP components business and in Contract Manufacturing.  And third, West is well positioned as the primary containment leader with the adoption of European Union’s Good Manufacturing Practices (GMP) Annex-1 regulatory changes in the European Union that affect the manufacturing of sterile medicinal products. These factors reinforce our confidence in maintaining and building upon our positive momentum in 2025. 

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While 2024 presented challenges to our business that we are actively addressing, West is committed to our mission, and our role as a valuable and trusted partner for customers working to improve patient health remains unchanged. Looking ahead into 2025, we expect our business momentum to continue and are focused on operational excellence and driving strong returns.

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We remain grateful to all our shareholders for your steadfast support of our Company and anticipate delivering a successful year ahead as we work towards a bright long-term future.

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Eric M. Green
President, Chief Executive Officer and Chair of the Board

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530 Herman O. West Drive
Exton, Pennsylvania 19341

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March 21, 2025

The 2025 Annual Meeting of Shareholders of West Pharmaceutical Services, Inc. will be held by live webcast on:

Tuesday, May 6, 2025

9:30 AM, Eastern Daylight Time

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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/WST2025

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:

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 February 28, 2025 are entitled to notice of, and to vote at, the meeting and any postponements or adjournments thereof.

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Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting on May 6, 2025

This Notice of Annual Meeting and Proxy Statement (“Notice”) and the 2024 Annual Report on Form 10-K (“2024 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.

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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 2025 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 2024 Annual Report, including our annual report wrap, are being mailed starting on or about March 25, 2025.

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2024 Business Highlights

In 2024, the performance of our Company can be attributed to the strong pillars of our market-led approach, global operations and One West philosophy. These core principles have served as the foundation to our performance both in net sales and operating cash flow. We continue to see favorable trends in the pharmaceutical and biotech industries that enable the Company to pursue its long-term growth strategy and fulfill our vision for the future, including:

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Each year, we have seen interest and demand for our high value product offerings, delivery device platforms and services. Customers are turning to West for our scientific expertise and insight into the regulatory landscape that governs our industry. This expertise helps us to build positive relationships with our customers. In 2024, we reported:

Long-Term Shareholder Return

Examining our Cumulative Annual Growth Rate (“CAGR”) for sales and EPS, the Company delivered against its objectives over the 5-year period. The Company has outperformed both the S&P 500 Index and S&P 500 Health Care Index 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 on page 10.

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 chart below summarizes some key characteristics of the members of our Board of Directors. All data is as of March 21, 2025. Detailed information about each director’s background and areas of expertise can be found beginning on page 10.

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Corporate Governance Highlights

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2024 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 Articles, 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:

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 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.

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.

The Board uses a skills matrix to assess those skills needed to guarantee we have the requisite mix of skills. We incorporate the skills matrix into our succession planning, to ensure that we are replacing skills that may be lost as directors retire or otherwise leave the Board. The Board considers the defined skills below as most vital to help a director provide value and leadership to help drive West’s success.

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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:

Board members are expected to oversee and support Management in driving the success of the business by focusing on the strategic imperatives of the company, operational resilience, principles of sustainability and ensuring an ethical culture.

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 NCGC and the Board believe will best serve the interests of 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.

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Board Commitment to Diverse Membership and Perspectives

Board diversity is critical to the success of the Company. Our Corporate Governance Principles reflect the Board’s commitment to leveraging diverse experiences, perspectives, skills and capabilities to support the long-term success of the Company. Thus, every potential pool of candidates includes consideration of those with diverse professional and personal experiences, including characteristics such as age, gender and ethnicity. The Board acknowledges its role in holding Management accountable for the creation and stewardship of a culture in which the experiences and contributions of all employees are valued, respected and included in decision making. The Company understands that to attract and retain talent, we must continue providing exceptional employee experiences for all team members, including during recruitment, onboarding and career development.

Board Refreshment and Retirement Age

We are committed to board refreshment and have added three new directors over the past four 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. In 2024, we critically examined our refreshment practices and incorporated a review that also examined potential retirement horizons for directors and our director skills matrix. We are using this information to continue to develop our current directors through role rotation and education and also develop a more robust talent pipeline.

The Board believes that a diverse mix of long-tenured and new Board members provides the 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 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.

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Board Evaluation Process

Each year, the Board and each of its committees review their performance during executive sessions. This review centers around questions approved by the NCGC that 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. This process assists the full Board with obtaining different perspectives, encourages the collection of candid information and ensures a high level of engagement. The NCGC assesses the evaluation process annually and adjusts the process as needed.

The Board believes this evaluation system, coupled with our strong Chair of the Board, Lead Independent Director and open-door policy, which promotes 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 twelve nominees for election to our Board to serve for a one-year term until the 2026 Annual Meeting of Shareholders, or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. 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 that each nominee possesses the required attributes and that all nominees collectively strike the appropriate balance of expertise, skills, perspectives, experiences and personal backgrounds, 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 17, 2025.

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.

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Director Nominee Biographies

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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 Lead Independent Director, the CEO and Management is supporting the sustainable growth of the Company.

During 2024, our full Board met fifteen times. Virtually all of the Directors attended 100% of the combined Board and Committee meetings in 2024 and all of the Directors attended at least 90% of these meetings. 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.

All then-serving directors attended the 2024 Annual Meeting and all continuing directors are expected to attend the 2025 Annual Meeting.

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Board Leadership Structure

The current governance structure of the Board follows:

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 Bylaws 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 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.

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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 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:

Our current Chair, Mr. Green, has been serving as Chair since May 24, 2022. Each year, the Board considers the role of the Chair and who is sitting in that role. Given the Company’s strong financial and operational growth during his tenure as CEO, 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 continues to be best situated to serve as Chair.

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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:

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.

Paolo Pucci served as Lead Independent Director from May 2022 to April 2025. Mr. Pucci is an 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 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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Effective in April 2025, Robert Friel was appointed as the new Lead Independent Director. Mr. Friel has recent experience as a public company chief executive officer, chief financial officer and chief operating officer of Perkin Elmer, a complex life sciences and technology manufacturer and service provider with global operations. Mr. Friel also served as Perkin Elmer’s board chair where we gained extensive proficiency with managing board dynamics and governance issues. Mr. Friel will continue Mr. Pucci’s practice of encouraging frank and open dialogue between and among the Board members and management.

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Committees

The Board has five standing committees:

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 of that committee. Our Board Chair attends all Board meetings and attends virtually all Committee meetings unless there is a scheduling conflict or the meeting concerns his compensation as CEO. 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.

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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 of assessing and managing 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 relevant to each reportable segment.

Our Enterprise Risk Management (“ERM”) program enables a portfolio review of the risks inherent in our business by confirming they are appropriately measured, managed and addressed. The principles of the ERM program allow for a hybrid top-down and bottom-up approach to identifying threats and opportunities most likely to impact our ability to meet business objectives and achieve strategic initiatives. This approach is intended to ensure that the Company meets or exceeds the expectations of all stakeholders, including investors and regulators.

Our approach to ERM is based on the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) ERM framework, which is a best practice for public companies. The COSO ERM framework outlines the process by which an organization can view any risk through the lens of governance, culture, strategy integration, risk assessments, capabilities, practices, monitoring and reporting. This framework includes five interrelated components focused on (1) developing a strong governance and risk-aware culture; (2) embedding ERM concepts into strategic planning; (3) identifying ERM risks, scoring and prioritizing; (4) reviewing and revising critical response plans; and (5) continuously identifying and sharing information across the network.

Based on the continuous evolution and complexity of risks within our industry, West’s ERM function partners with Internal Audit and Compliance to enhance its risk intelligence and increase visibility, accountability and communication. This aligned approach to risk management ensures the Board receives the information necessary to remain knowledgeable of and have oversight of the Company’s overall risk profile.

ERM is an agenda item for certain Board and Committee meetings. Though the Board in its entirety is responsible for enterprise risks, 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:

Cybersecurity

Risk Management and Strategy. As with other enterprise risks, the Company applies the COSO ERM Framework to cybersecurity risk. We follow the National Institute of Standards and Technology Cybersecurity Framework with layered security controls to help identify, protect against, detect, respond to and recover from cyber-attacks. To safeguard our information assets, we have put various procedures and technologies in place. For example, a Cybersecurity Incident Response Plan clearly defines roles and responsibilities for the investigation of and response to information security incidents to minimize disruption of critical computing services and operations and prevent the loss or theft of sensitive or mission-critical information. This plan covers various cyber incidents like ransomware attacks, cyber-intrusions, data loss, denial of service, insider threats, malware attacks and others. In a material cybersecurity incident, our Digital & Transformation (“D&T”) team, inclusive of our Chief Information Officer and VP of Cybersecurity and Infrastructure Support, address the threat via established escalation procedures, roles, responsibilities and communication. Any cybersecurity incident that is declared as a crisis would follow our global Incident and Crisis Response and Management Procedure, which includes escalation to the West Leadership Team and Board of Directors, as deemed necessary pending the materiality of the incident. We have not encountered cybersecurity challenges that have materially impacted our operations or financial condition. In addition, we retain an external cybersecurity consultant to assist with a cybersecurity event as needed and maintain appropriate cybersecurity liability insurance.

The Company also educates and shares best practices globally with its employees to raise awareness of cybersecurity threats. As part of our onboarding process, we train all new employees on cybersecurity and conduct an annual retraining of all employees on cybersecurity standards. Training also includes how to recognize, report and properly respond to phishing and social engineering schemes. Multiple phishing simulation exercises are conducted throughout the year to increase cybersecurity awareness. Our cybersecurity defenses also utilize technologies such as next generation firewalls, Zero Trust architecture, intrusion detection and prevention measures, anti-malware software, advance threat protection, multifactor authentication, network segmentation and encryption to ensure the security of West intellectual properties, customer and vendor data. In addition, we have a dedicated 24-by-7 Security Operations Center to facilitate the monitoring of the Company's cybersecurity landscape and associated applications.

Governance. Our approach to cybersecurity begins with our responsibility for strong governance and controls. Security begins at the top of our organization, where Company leadership consistently communicates the requirements for vigilance and compliance throughout the organization, and then leads by example. Our diligence and assessment include at least annual exercises testing the multi-layer controls, incident containment and response, in addition to cybersecurity assessments when third-party vendors and service providers are onboarded. Throughout the year, we monitor the effectiveness of our third-party vendors' and service providers' control environment, assessing any impact to our Company. The cybersecurity program is led by our VP of Cybersecurity and Infrastructure Support, who provides periodic updates to the Audit Committee of our Board of Directors, annual updates to the Board of Directors and regular reports to the West Leadership Team about the program, including information about cyber risk management governance and the status of ongoing efforts to strengthen cybersecurity effectiveness. Additionally, our ERM function monitors cybersecurity risk and provides periodic updates to the Audit Committee of our Board of Directors, annual updates to the Board of Directors and regular reports to the West Leadership Team on risk mitigation and response efforts. Security controls and processes are developed and maintained to protect sensitive and confidential information while ensuring availability and integrity.

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Executive Officer Succession Planning

A primary responsibility of the Board is ensuring that West has the right leadership to execute our long-term strategy. As per our Corporate Governance Principles, the Board is responsible for CEO succession planning and monitors Management’s succession planning for other key executive roles. In fulfilling this duty, the Board, together with the CEO and Chief Human Resources Officer (“CHRO”), conducts an annual review of the development and retention plans of senior Management talent, including succession plans for the CEO and other senior Management positions.

During these reviews, the Board discusses:

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

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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:

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

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Corporate Sustainability

As a global industry leader, we are committed to conducting our business sustainably, supporting our customer expectations, following global regulatory requirements and upholding our role as a responsible corporate citizen. All priorities and activities align directly with our business objectives. Over the past decade, our initiatives have focused on key areas, including Environmental Sustainability, Employee Health and Safety, Quality, Compliance and Ethics, Inclusivity, and Philanthropy.

Our Board actively oversees Management's approach to sustainability and factors that impact our business, including Management’s engagement with shareholders and customers. Updates on strategy and progress are regularly shared with the Nominating and Corporate Governance Committee (NCGC) and periodically with the full Board.

West’s cross-functional steering committee identified six priority areas which represent critical opportunities for long-term impact, with specific goals targeted for achievement by 2030. The six priority areas are (1) Climate, Greenhouse Gas (GHG) Emissions, and Renewable Energy; (2) Environmentally-Focused Research and Development; (3) Operational Waste and Water Reduction; (4) Sustainable and Responsible Supply Chain; (5) Talent Attraction; and (6) Talent Retention and Engagement.

As we continue to refine and align our initiatives with best practices, detail of our strategy and associated activities will be outlined in our Corporate Sustainability Report which is published every Spring. In 2024, our Corporate Responsibility efforts earned multiple awards and recognitions. These include being named a Top 50 Performer on Barron’s list of the Most Sustainable Companies in America, recognition on Newsweek’s Most Responsible Companies list, inclusion in USA Today’s America’s Climate Leaders 2024, an AA rating (top 5%) from Morgan Stanley Capital International (MSCI), and Environmental and Social Quality Scores from ISS Corporate Solutions ranking in the top decile.

Outlined below is a summary of our progress, which is typically published on our website in the second quarter at www.westpharma.com/about-west/corporate-responsibility. As referenced earlier, this information is provided for context in this Proxy Statement but is not considered filed. Our goals, reestablished in 2024 after surpassing prior targets, align with our Company’s overall strategy and the United Nations Sustainable Development Goals. In our commitment to continuous improvement, we have enhanced corporate sustainability related disclosures over recent years and remain focused on expanding our public reporting and transparency in this area.

Environmental Sustainability We are committed to being stewards of a sustainable future by integrating environmental considerations into decisions regarding new product development, raw materials, production processes, and distribution methods, among other key decision-making areas. In 2024, we unveiled our corporate sustainability priorities and action areas, which reflect our commitment to addressing climate challenges and aligning with the expectations of our customers, shareholders, team members, and broader stakeholders. These priorities focus on renewable energy, energy efficiency, emissions reduction through science-based targets, water conservation, waste elimination, fostering a responsible supply chain with a focus on Scope 3 emissions, and advancing environmentally focused research and development. Looking ahead to 2030, we are building on these priorities with action areas that also emphasize sustainability. These efforts reflect our dedication to driving meaningful progress and delivering long-term value for both our stakeholders and the planet.

Health and Safety Providing a healthy and safe environment for our team members is a fundamental responsibility for Management. We continue to improve our safety performance through the creation, implementation and execution of leading indicator programs that drive improved lagging indicator performance. In 2024, our focus was on preventing serious incidents and events, which are defined as incidents/events that could have created a life-altering injury or significant business impact. By conducting risk assessments on all incidents and events, and through enhanced team member involvement, including our See/Do/Say program used globally by team members to proactively recognize, mitigate, and communicate unsafe acts and conditions before they can lead to incidents, West continues to create a positive and sustainable safe working environment for our team.

Quality At West, we remain committed to safeguarding the health and safety of patients who rely on our products and services. We deliver high-quality products designed to be safe and effective for their intended use. Our product quality and system controls are structured to ensure compliance with our rigorous standards, as well as applicable FDA current Good Manufacturing Practices, International Organization for Standardization (ISO) standards, and other global Ministry of Health regulatory requirements.

We continuously enhance our processes and product performance by leveraging customer feedback, manufacturing insights, and design data. Building on our past progress, we have set new, ambitious goals, focused on further reducing manufacturing defects, minimizing out-of-specification customer complaints, lowering costs associated with poor quality, and improving customer complaint response times.

Business Compliance & Integrity Our compliance program upholds the highest standards of quality, integrity, and respect, as outlined in our Code of Conduct, which is detailed later in this Proxy Statement. This program is reinforced through education and training on West’s Code of Conduct and other corporate policies related to ethical business practices, led by our Chief Compliance & Privacy Officer, along with our annual Compliance Week awareness initiatives. Additionally, West has strengthened its data privacy efforts and continues to promote a culture of openness, encouraging employees to speak up.

Inclusion West is a global industry leader, and we remain proudly committed to deepening cultural competence and advancing inclusivity across our 50 global locations to better serve our customers. Establishing and maintaining a workplace in which diverse perspectives and experiences are leveraged for the benefit of our company and all stakeholders is fundamental to our organizational ethos. We are committed to fostering a workplace that values diverse talents, perspectives, and backgrounds, ensuring an inclusive environment where all team members can thrive. To support this commitment, we have enhanced awareness initiatives and established policies that support a discrimination and harassment free workplace. In alignment with our corporate values, we have refined our talent development programs with a greater focus on inclusivity.

Philanthropy West has a long-standing commitment to supporting charities, with a particular focus on children, people with disabilities, healthcare and Science Technology Engineering and Math (“STEM”) education. This commitment aligns with our corporate mission, and we continue to expand our charitable giving across sustainability, social justice, access to healthcare and education. Our giving to all charities, including contributions from the Company, our team members, and the Herman O. West Foundation, totaled approximately $5.0 million. This included non-profit support to support those in need during recent natural disasters. Our team members recorded over 4,300 volunteer hours across our global sites and in the ninth year of our annual food drive, we provided over 1,451,000 meals. Additionally, substantial contributions exceeding $1.0 million were made to cancer research/support, manufacturing readiness/STEM education, scholarships and sustainability. Both the foundation and our team members have generously donated their resources and time to help those in need in the communities where we live and work. We take pride in this commitment, with a hope of an even greater positive impact on the world.

Human Capital Management

At West, we are committed to fostering an inclusive and collaborative culture that recognizes the unique contributions of each individual, fostering innovation, learning and growth for our entire team. The leadership, including the CEO and the executive team, consistently reviews inclusion objectives, to ensure steady progress toward our ambitious goals. Our inclusive human capital strategy extends to strategic alignment in talent acquisition, performance management, resource planning and leadership development. Semi-annually, the Board assesses key human capital metrics, including hiring, attrition and promotions, guiding our annual talent review process. The Company publishes its annual Consolidated EEO-1 Reports on its website, www.westpharma.com/about-west/corporate-responsibility.

Integral to our culture is an unwavering commitment to safety, championed by every level of management and every team member globally. At the forefront of our safety efforts is West’s global Health, Safety and Environment (“HSE”) team, playing a pivotal role in leading and monitoring safety initiatives across our sites. Guiding these efforts is the Health, Safety and Environment Executive Council, which oversees global initiatives, sharing best practices to shape and enhance our HSE process.

West is dedicated to providing fair and competitive compensation and benefits programs, designed to attract, retain and reward high-performing team members at all levels. Our comprehensive Total Rewards program goes beyond mere

remuneration, addressing the holistic needs of our team – be it health, financial well-being or work-life balance. This program reflects the value of compensation and benefits offered to our team members, serving as a testament to the significance of job roles and individual contributions. This linkage between performance and both business and personal outcomes is a cornerstone of our approach. Depending on the country of employment, West offers a range of benefits, including health care, retirement savings, paid time off, flexible work schedules and access to a global Employee Assistance Program.

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Shareholder Engagement

Our Board considers regular and constructive engagement with our shareholders to be critical for effective corporate governance. To ensure that the Board considers shareholder views on compensation, corporate governance, corporate sustainability, 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 selected with our shareholders.

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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 and Board policies. In 2024, we actively engaged with shareholders regarding governance best practices, diversity and sustainability issues.

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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.

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Director Education and Onboarding

The Board believes shareholders are best served by Board members who are well-versed in corporate governance principles as well as other matters relevant to board service. During 2024, Management arranged Board education sessions with experts on the life science industry, succession planning and enterprise risk management. The Board also received regular updates on West’s offerings (current and potential) and toured West’s Kinston site. To encourage continuing director education, the Company reimburses directors for the reasonable costs of attending director education programs and provides upcoming education educational options at each meeting.

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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 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.

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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 NCGC reviews our Corporate Governance Principles annually to ensure they meet best practices in corporate governance. Our Corporate Governance Principles emphasize the strong link between the Lead Independent Director and the Chair in leading the Board. Our Corporate Governance Principles address, among other things:

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West’s Code of Conduct

All West team members, officers and directors are required to comply with our Code of Conduct (“COC”) as a condition of employment or service. The COC 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, respect and human rights 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 COC annually to ensure effectiveness and approved revisions in 2022 to enhance the content structure focused on key principles of ethical business conduct. The Board has adopted a comprehensive Business Compliance and Integrity Program, which is periodically updated to align with guidance from key government agencies, including but not limited to the U.S. Department of Justice’s September 2024 guidance on the evaluation of corporate compliance programs and the U.S. Department of Health and Human Services Office of Inspector General’s November 2023 general compliance program guidance.

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 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/aboutwest/corporate-responsibility/compliance-and-ethics. Jessica Colón is our Chief Compliance & Privacy Officer and reports quarterly to the Audit Committee of the Board on all compliance matters. Ms. Colón trains the Board on compliance matters and delivers reports on program developments and initiatives to the Audit Committee regularly and no less than annually to the full Board.

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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 2024. 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.

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Related Person Transactions and Procedures

The Board has adopted written policies and procedures relating to the NCGC’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.

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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 2024 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. We have never granted an exception or waiver to these policies. 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.

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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 2022 meet this requirement. Dr. Lockhart, who was appointed in July 2022, has not yet met the ownership goal, but is expected to do so within the required period. Ms. Haugen, who was appointed in December 2024, has not yet met the ownership goal, but is expected to do so within the required period.

Officers. Share ownership goals serve to align an officer’s interests with those of our shareholders and encourage a long-term focus. Within five years of assuming their position, all executive officers are required to 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. 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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Securities Trading Policy

We have adopted a Securities Trading Policy (the “Securities Trading Policy”) governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, and have implemented processes for the company that it believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable us. The Securities Trading Policy sets out:

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A complete copy of the Security Trading Policy was filed as Exhibit 19.1 to the 2024 Annual Report.  Information concerning our policies concerning our purchases of our equity securities is set forth in the 2024 Annual Report under the caption Part II-Item 5. Market for Registrant’s Common Equity, Related Stockholder matters and Issuer Purchases of Equity Securities- Issuer Purchases of Equity Securities.

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The table below shows the number of shares of our common stock beneficially owned as of February 28, 2025, by each of our directors, each Named Executive Officer 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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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. 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 February 28, 2025.

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2024 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. The compensation structure in effect for 2024 is set forth below:

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As our current Chair, Mr. Green, is an officer of the Company, no additional compensation is provided for this role. Ms. Haugen’s cash retainer was prorated to reflect her December 9, 2024 appointment to the Board.

The following table shows the total 2024 compensation of our non-employee directors.

2024 Non-Employee Director Compensation

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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 Lead Independent Director, as applicable. All annual retainers are paid quarterly. The amounts are not reduced to reflect elections to defer fees under the Director Deferred Compensation Plan.

Stock Awards

The amounts in the “Stock Awards” column reflect the grant date fair value of stock-settled RSU awards made in 2024 and the grant date fair value as determined under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. On April 23, 2024, each non-employee director, except Ms. Haugen, was awarded 564 RSUs, with a grant date fair market value of $390.20 per share based on the closing price of our common stock on the award date. On December 16, 2024, Ms. Haugen was awarded 247 RSUs with a grant date fair market value of $330.57 per share based on the closing price of our common stock on the award date. Ms. Haugen’s award was prorated

to reflect her appointment to the Board, and her RSU had a grant date fair value of $81,651. The RSU awards for all other non-employee directors had a grant date fair value of approximately $220,000. For a discussion on RSU grant date fair value, refer to Note 14 of the consolidated financial statements in our 2024 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 2024, all directors elected to defer their awards with the exception of Mr. Buthman, Mr. Hofmann, Ms. Joseph and Dr. Lockhart. 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.

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 2024

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All Other Compensation

The amounts in the “All Other Compensation” column include Dividend Equivalent Units (“DEUs”) credited to accounts under the Director Deferred Compensation Plan. The amounts also include charitable donations of $15,000 made by the Company at the request of Dr. Feehery, and $10,000 made by the Company at the request of Mr. Buthman, Mr. Hofmann, Ms. Joseph, Dr. Lai-Goldman, Dr. Lockhart and Mr. Michels. The Company’s foundation also matched $1,000 each in charitable donations made by Mr. Hofmann and Dr. Lockhart; those amounts are also included in this column.

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. 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, 2024. All values on the following table are determined by multiplying the number of stock units or shares of deferred stock, as applicable, by $327.56, the fair market value of a share of stock on December 31, 2024. 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 2024