Claudius Sokenu
AvantorAbout Claudius Sokenu
Claudius O. Sokenu is Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary at Avantor (AVTR), a role he has held since July 2023; he was 57 as of February 3, 2025 . Prior to Avantor, he served as General Counsel, Corporate Secretary and Chief Administrative Officer at Unisys (2022–2023), and Senior Vice President & Global Deputy General Counsel at Cognizant (2020–2022); earlier he was a partner at Shearman & Sterling and Arnold & Porter . Company performance context during his tenure includes year-over-year declines in revenue and EBITDA in FY 2024 versus FY 2023, reflecting a more challenging operating backdrop . As Corporate Secretary, he regularly executes the company’s SEC filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unisys | General Counsel, Corporate Secretary & Chief Administrative Officer | May 2022 – Jun 2023 | Led legal and administrative functions during transformation at a global technology firm . |
| Cognizant | SVP & Global Deputy General Counsel | Mar 2020 – Apr 2022 | Supported global legal operations for a large IT services company; prior role as Deputy GC, Global Head of Litigation, Investigations and Ethics & Compliance (May 2017 – Oct 2018) . |
| Shearman & Sterling LLP | Partner | Prior to 2017 | High-stakes legal advisory and litigation; global corporate practice . |
| Arnold & Porter LLP | Partner | Prior to 2017 | Complex regulatory and litigation counseling (life sciences, compliance) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shearman & Sterling LLP | Partner | Prior to 2017 | Advised global corporates on litigation and compliance, building expertise relevant to AVTR . |
| Arnold & Porter LLP | Partner | Prior to 2017 | Led matters in regulatory and ethics, foundational to compliance leadership . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) | Perquisites/Other ($) |
|---|---|---|---|---|
| 2024 | 550,000 | 75% | 431,739 | 31,804 (401k match $11,804; financial planning $20,000) |
- 2024 base salary earned was $543,654 due to partial-year timing vs. target annual base .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout/Funding | Vesting |
|---|---|---|---|---|---|---|
| Annual ICP (cash) | Enterprise Revenue | 40% | $6,908.0m | $6,795.0m | 98% performance; Company funding 110.8% | Annual cash payout . |
| Annual ICP (cash) | Constant Currency Adjusted Operating Income | 20% | $1,109.0m | $1,092.0m | 98% performance; Company funding 110.8% | Annual cash payout . |
| Annual ICP (cash) | Free Cash Flow | 10% | $615.0m | $768.3m | 200% (max) | Annual cash payout . |
| Annual ICP (cash) | GHG Emissions Reduction | 5% | 7% | 8% | 160% | Annual cash payout . |
| Annual ICP (cash) | Inclusion Index | 5% | 7.8 | 7.9 | 125% | Annual cash payout . |
| Annual ICP (cash) | Individual Strategic Goals | 20% | Company-set goals | As assessed | Sokenu payout 80% | Annual cash payout . |
| LTIP (equity) | PSUs – Adjusted EPS Growth | 50% | Multi-year EPS growth targets (confidential) | Average over 2024–2026 | 0–200% depending on performance | 3-year cliff vest (2024–2026) . |
| LTIP (equity) | PSUs – Relative TSR vs S&P 500 Health Care (incl. comp peers) | 50% | 50th percentile | Earned vs peer percentile | 0–200% depending on percentile | 3-year cliff vest . |
| LTIP (equity) | RSUs (2024 grant) | n/a | 17,453 units | Service-based | Time-based | 1/3 per year over 3 years . |
| LTIP (equity) | Stock Options (2024 grant) | n/a | 42,674 options @ $24.35 strike, exp. 02/23/2034 | Service-based | Time-based | 1/3 per year over 3 years . |
- Company ICP funding for enterprise metrics was 110.8% (Sokenu’s individual goals paid at 80%) .
- 2022–2024 company PSUs paid 0% for cumulative Adjusted EPS and relative TSR, highlighting rigorous goals; applies to executives holding those awards (e.g., CEO, others) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 31,526 shares; includes 22,314 options exercisable within 60 days; ownership <1% of outstanding shares . |
| Shares outstanding (reference) | 681,397,790 (for percentage context) . |
| Options (exercisable/unexercisable) | 7/24/2023 grant: 8,232 exercisable; 24,697 unexercisable @ $22.84, exp. 07/24/2033 . 2/23/2024 grant: 42,674 unexercisable @ $24.35, exp. 02/23/2034 . |
| RSUs outstanding | 7/24/2023 grants: 15,735 and 27,364 RSUs (time-based); 2/23/2024: 17,453 RSUs (time-based) . |
| PSUs outstanding | 2/23/2024 PSUs target 17,454; cliff vest based on 2024–2026 performance . |
| Retention RSUs (special) | 122,149 RSUs granted 05/09/2025; vest on 2nd anniversary, accelerate on death/disability or involuntary termination without cause; deemed vested if not assumed in a change in control . |
| Hedging/pledging | Company policy prohibits short sales, hedging and pledging/margin accounts for directors and officers . |
| Stock ownership guidelines | Executive officers must hold 2x base salary (CFO/segment leaders 3x; CEO 6x); Sokenu “on track” to meet within five years . |
Employment Terms
| Topic | Provision |
|---|---|
| Employment start date & role | EVP, Chief Legal & Compliance Officer & Corporate Secretary since July 2023 . |
| EVP Employment Agreement (legacy) | If terminated without cause (non-CIC): 1x base salary; 1x target bonus (prorated); 12 months benefits; with non-compete and non-solicit covenants (1 year; 2 years on solicitation) . |
| Executive Severance & CIC Policy (adopted May 12, 2025) | Qualifying Termination (non-CIC): 12 months base salary; 1x target annual bonus plus prorated target bonus; 12 months benefits; limited service credit for RSUs/PSUs vesting within one year . |
| CIC Termination (May 12, 2025 policy) | Within 2 years post-CIC: 24 months base salary; 2x target annual bonus plus prorated target bonus; 18 months benefits; 280G “best-of” (full pay less excise tax vs cutdown to avoid excise) . |
| Equity vesting (2024+ awards) | Double-trigger CIC vesting provision implemented in 2024 and future equity awards . |
| Clawbacks | Dodd-Frank-compliant restatement recovery policy plus incremental recoupment policy covering cash and time-based equity for misconduct/financial irregularities . |
| Tax gross-ups | No tax gross-ups for perquisites or 280G excise taxes (except relocation/expatriate assignments) . |
Compensation Structure Analysis
- Mix and rigor: Sokenu’s pay combines fixed salary with significant at-risk ICP and equity; ICP metrics include revenue, adjusted operating income, free cash flow (max payout achieved), and ESG-linked goals (GHG, inclusion), reflecting pay-for-performance and stakeholder focus .
- Equity design: Shift to PSUs with split metrics (EPS growth/relative TSR), plus time-based RSUs and options; PSUs are cliff-vested over 3 years, reinforcing long-term alignment .
- Governance enhancements: Double-trigger CIC vesting adopted for 2024+ awards; strong clawbacks; anti-hedging/pledging; executive ownership guidelines .
- Shareholder support: Say-on-pay approval was 93% in 2024, with design changes reflecting investor feedback (e.g., operating income and FCF in ICP) .
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | 6,967.2m | 6,783.6m |
| EBITDA ($USD) | 1,300.2m | 1,130.5m* |
Values retrieved from S&P Global.
Investment Implications
- Alignment and retention: The May 2025 special retention grant (122,149 RSUs vesting in 2027) supports continuity but creates a potential supply overhang at vest; however, anti-hedging/pledging and ownership guidelines mitigate adverse alignment risks .
- Pay-for-performance signals: ICP delivered above-target funding driven by FCF and ESG execution; PSUs remain contingent on multi-year EPS/TSR, maintaining discipline; prior company PSU cycle (2022–2024) paid 0%, underscoring rigorous hurdles .
- Change-in-control economics: Enhanced CIC severance (24 months salary; 2x target bonus; 18 months benefits) and double-trigger equity vesting increase executive security but preserve shareholder protections via clawbacks and 280G “best-of” constructs .
- Ownership and selling pressure: As of March 3, 2025, Sokenu’s beneficial ownership is modest (31,526 shares; <1%), with a sizable schedule of time-based RSUs/options and the 2025 retention RSUs; expect periodic vest-driven liquidity, typically managed via 10b5-1 and blackout policies .