Emmanuel Ligner
AvantorAbout Emmanuel Ligner
Emmanuel Ligner (age 55) was appointed President and Chief Executive Officer of Avantor effective August 18, 2025, and serves as the company’s Principal Executive Officer and a member of the Board of Directors . His education disclosure was amended in November 2025 to clarify he holds a Licence and Maîtrise in Commerce from Université de Savoie; he attended University College of Wales as a visiting undergraduate student . Before his arrival, Avantor’s long-term incentive PSUs for the 2022–2024 cycle paid out at 0% (Adjusted EPS and relative TSR both below threshold), underscoring a reset backdrop for value creation under new leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cerba HealthCare | Chief Executive Officer | Mar 2024 – Mar 2025 | Led European diagnostic services business ahead of transition to AVTR . |
| Danaher (Cytiva) | Group Executive; President & CEO, Cytiva | Apr 2020 – Mar 2024 | Launched Cytiva post-GE biopharma divestiture; integrated Pall Life Sciences, scaled a standalone life sciences brand . |
| GE HealthCare (Life Sciences) | Various leadership roles; President & CEO, GE Life Sciences | Apr 2008 – Apr 2020 | Global leadership across NA/EMEA with focus on commercial growth in tools/bioprocess . |
| Whatman International; Abbott Diagnostics; Otsuka Pharmaceutical | Commercial/operating roles (early career) | 1996 – 2008 | Biopharma and diagnostics commercial foundation . |
External Roles
| Organization | Role | Years | Notes / Governance Considerations |
|---|---|---|---|
| Avantor, Inc. (NYSE: AVTR) | Director (Executive) | Since Aug 18, 2025 | Form 3 identifies Ligner as both Director and Officer (President & CEO); executive directors are not independent; no committee assignments disclosed to date . |
| Board Leadership Context | Chairman transition | Effective Jan 1, 2026 | Independent director Gregory L. Summe to serve as next Chairman; mitigates dual-role risk (CEO ≠ Chair) . |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | £775,000 initial annual base salary | Per July 15, 2025 employment agreement (via subsidiary); transitions to U.S. employment upon visa, on substantially consistent terms . |
| Target Annual Bonus | 150% of base salary (pro-rated for 2025 based on hire date) | Company policy ties cash incentives to a mix of financial/strategic/ESG goals (see Performance Compensation) . |
Performance Compensation
| Incentive Type | Grant/Target Value | Structure and Metrics | Vesting |
|---|---|---|---|
| One-time New Hire Equity (2019 EIP) | $5,000,000 target | 50% RSUs; 50% premium-priced stock options | Ratable over 3 years, subject to plan terms . |
| Annual Equity (from 2026) | $9,000,000 target (subject to Committee determination) | Company’s LTI design emphasizes PSUs (50% Adjusted EPS growth; 50% relative TSR vs comparator group), plus options and RSUs; 3-year performance period for PSUs; options/RSUs vest ratably over 3 years . | |
| Company 2024 Outcomes (context) | — | Short-term incentive metrics included Revenue, Adjusted Operating Income, Free Cash Flow, GHG reduction, Inclusion Index, Individual goals; PSUs for 2022–2024 paid 0% (EPS and TSR below threshold) . | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Beneficial Ownership | Form 3 filed August 21, 2025 indicated “No securities are beneficially owned” at that time . |
| Ownership Guidelines (Executives) | CEO must own 6x base salary; 5-year compliance window; sales restricted until guideline met (exceptions for taxes/exercise) . |
| Hedging, Short Sales, Pledging | Hedging and short sales prohibited; pledging/margin accounts prohibited absent pre-clearance under Insider Trading Policy . |
| Clawback Policies | Dodd-Frank compliant restatement recovery for executive officers; incremental policy allows recoupment/forfeiture (including time-based equity) for misconduct, covenant breaches, or detrimental activity . |
Employment Terms
| Term | Detail |
|---|---|
| Contract Structure | One-year term with automatic annual renewals; upon U.S. work visa, employment transitions to Avantor on substantially consistent terms . |
| Severance Framework | If involuntarily terminated without cause or resigns for good reason, severance “on terms consistent with” the Executive Severance & Change-in-Control Plan (plan filed with Q2’25 10-Q) . |
| Plan Baseline (reference) | For senior leaders, plan provides 12 months base salary, target annual bonus (plus pro-rata target bonus) and 12 months of benefits continuation upon qualifying termination; Change-in-control (within 2 years) increases to 24 months base, 2x target bonus, and 18 months benefits; equity treatment provisions apply as specified . |
| Repatriation | Lump-sum $75,000 upon qualifying termination for repatriation expenses . |
| Equity Vesting on CIC | Company adopted double-trigger vesting for 2024 equity awards; PSUs and RSUs governed by plan and award terms . |
Board Governance
- Committee roles: No committee assignments for Ligner disclosed; Compensation & Human Resources Committee comprises independent directors (Severino chair; members Kang and Summe) and retains independent consultant FW Cook .
- Director compensation: Company practice is that the CEO does not receive additional director pay (e.g., 2024: the then-CEO received none) .
- Chair/independence: Independent director Gregory L. Summe will become Chairman Jan 1, 2026, reducing dual-role concerns; current governance prohibits hedging/short sales and restricts pledging .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Item | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 Annual Meeting (May 8, 2025) | Advisory vote on 2024 NEO compensation | 541,120,754 | 84,071,583 | 371,787 | 16,883,682 |
- Company reports ongoing shareholder engagement on strategy, leadership transitions, executive compensation, and sustainability .
Compensation Committee Analysis
- The Compensation & Human Resources Committee (all independent) oversees CEO goals, evaluates performance, sets CEO and executive pay, oversees plans, and uses FW Cook as independent advisor; robust clawbacks and double‑trigger CIC vesting adopted; hedging/short sales prohibited; pledging restricted .
Risk Indicators & Red Flags
- Clawbacks: Robust, including for time‑based equity, beyond Dodd‑Frank restatement requirements .
- Hedging/pledging: Prohibited (pledging only with pre‑clearance); strong alignment controls .
- Education correction: 8‑K filed Nov 10, 2025 amended education disclosure (clarifying degrees) — minor disclosure clean‑up .
- Related parties: 2025 proxy indicates no related‑person transactions of material interest in 2024; policy and review processes in place .
Director Compensation (for context)
| Element | Amount |
|---|---|
| Annual Cash Retainer (Non‑employee directors) | $95,000 |
| Annual Equity Award (RSUs) | $210,000 |
| Chairman Additional Retainer | $170,000 |
| Committee Chair Retainers | Audit $25,000; Comp $20,000; N&G $15,000 |
| Director Ownership Guideline | 5x annual cash retainer within 5 years |
Note: The CEO does not receive additional compensation for director service per company practice (e.g., 2024 precedent) .
Additional Data Points and Vesting/Selling Pressure
- Near‑term vesting cadence: New‑hire RSUs and premium‑priced options vest ratably over three years from grant, creating potential vest‑related liquidity windows in 2026–2028 (subject to trading windows and ownership guideline constraints) .
- Initial ownership: Form 3 reported no beneficial ownership as of August 21, 2025; subsequent equity will primarily be unvested initially, limiting near‑term sellable float .
Investment Implications
- Alignment and incentives: Ligner’s package leans into at‑risk equity with premium‑priced options and a large ongoing equity target, paired with rigorous company PSU metrics (Adjusted EPS growth and relative TSR) and strong clawbacks — supportive for pay‑for‑performance and downside protection for shareholders .
- Retention vs. dilution: Three‑year ratable vesting and substantial 2026 annual equity target aid retention; premium‑priced options reduce intrinsic value transfer at grant vs. RSUs; monitor annual equity mix vs. performance weighting .
- Governance quality: Independent committee oversight, external consultant (FW Cook), double‑trigger CIC for equity, and prohibitions on hedging/short sales (restricted pledging) reduce governance risk; independent Chairman effective 2026 mitigates dual‑role concerns .
- Shareholder sentiment: 2025 say‑on‑pay received strong support by raw votes (541.1M For vs. 84.1M Against), providing mandate for program continuity under new CEO; continue to track engagement outcomes and any program adjustments in 2026 .
- Execution risk: Predecessor period PSU payout at 0% highlights mixed multi‑year performance context entering Ligner’s tenure; near‑term value creation will be judged on accelerating growth and margin execution in Lab Solutions and Bioscience Production as noted by the Board .