John Carethers - Director | Avantor (AVTR) Executive Profile & Compensation

About John Carethers

Age 61; independent director since July 2021. Vice Chancellor for Health Sciences at the University of California San Diego (UC San Diego) since January 2023, with prior leadership roles at University of Michigan and UC San Diego; elected member of the National Academy of Medicine (2012) and fellow of the Royal College of Physicians (2021) .
Current AVTR board committees: Nominating & Governance and Science & Technology; not a chair .
Independence affirmed by the Board under NYSE standards; all directors met ≥75% attendance in 2024 across Board and relevant committees; Board met five times .

Organization	Role	Tenure	Committees/Impact
University of Michigan Medical School	John G. Searle Professor and Chair, Dept. of Internal Medicine	2009–2022	Named C. Richard Boland Distinguished University Professor (2017); led large academic department
UC San Diego	Professor of Medicine; Chief, Division of Gastroenterology (prior era)	Not stated	Senior leadership in GI, research expertise in tumor genetics and mismatch repair
American Gastroenterological Association	President (past)	Not stated	National leadership in GI community
Association of American Physicians	President (past)	Not stated	Physician leadership network

Organization	Role	Tenure	Committees/Impact
UC San Diego	Vice Chancellor for Health Sciences	Jan 2023–present	Oversees School of Medicine, Skaggs School of Pharmacy, Herbert Wertheim School of Public Health, and UC San Diego Health
American Association for Cancer Research (AACR)	Board of Directors	Current	Governance in cancer research ecosystem
National Academy of Medicine	Member	Elected 2012	Recognition for scientific/medical impact
Royal College of Physicians	Fellow	Elected 2021	Professional recognition

Committee assignments: Nominating & Governance (members: Gregory Summe—Chair, John Carethers, Jonathan Peacock); Science & Technology (members: Juan Andres—Chair, John Carethers, Michael Severino; CEO Michael Stubblefield joined in 2025) .
Independence: Board affirmatively determined Carethers is independent under Corporate Governance Guidelines and NYSE standards (including for committee service) .
Attendance: Each director attended ≥75% of aggregate Board and committee meetings in 2024; Board met five times .
Board structure: Independent, non-executive Chairman (Jonathan Peacock); regular executive sessions of independent directors; majority voting in uncontested elections; proxy access; special meeting rights; robust stockholder rights .
Policies: Prohibitions on short sales, hedging, margin accounts, and pledging (pre-clearance required for any pledge) for directors and officers .

Component	AVTR Program Terms (Non-Employee Directors)	John Carethers – 2024 Amount
Annual Cash Retainer	$95,000	$102,500 cash (includes committee member retainers)
Committee Chair Cash Retainer	Audit & Finance $25,000; Compensation & HR $20,000; Nominating & Governance $15,000	None (not a chair)
Committee Member Cash Retainer	Audit & Finance $12,500; Compensation & HR $10,000; Nominating & Governance $7,500	Included within cash total; member of Nominating & Governance
Meeting Fees	Not disclosed (none indicated)	None disclosed
Expense Reimbursement	Reasonable travel/lodging reimbursement	N/A

Equity Component	Structure	John Carethers – Details
Annual Equity Award (RSUs)	$210,000 grant-date fair value; time-based RSUs vest in full on the first anniversary of the Vesting Start Date; double-trigger vesting upon change-in-control; pro-rata for partial years	$209,975 RSUs (2024 grant-date fair value)
Deferred Compensation Election	Directors may defer equity awards (stock deferrals accrue hypothetical reinvested dividends); payout after 5 or 10 years or upon end of Board service	Availability noted; individual election not disclosed

No performance-linked equity (e.g., PSUs) for non-employee directors; equity exposure aligns interests via stock price performance and retention schedule .

Category	Disclosure
Public company directorships	None disclosed for Dr. Carethers apart from AVTR
Non-profit/academic boards	AACR Board of Directors; UC San Diego leadership role
Interlocks/potential overlaps	Board reviewed overall spending with UC San Diego (Carethers’ institution), as well as Tessera Therapeutics, GRAIL, and UCB; for 2024, no related person had a direct or indirect material interest in transactions

Senior academic health leadership and research expertise in familial cancer syndromes, tumor genetics, DNA mismatch repair, and colorectal cancer disparities; provides domain oversight for Science & Technology Committee .
Governance and sustainability oversight via Nominating & Governance Committee (structure, Board effectiveness, sustainability policies and disclosures) .

Holder	Shares Beneficially Owned	% of Shares Outstanding	Notes
John Carethers	20,281	~0.003% (20,281 / 681,397,790)	Less than 1%; no options reported for director; ownership includes shares countable under SEC rules
Unvested RSUs (as of Dec 31, 2024)	8,477	N/A	Director RSUs vest on first anniversary of Vesting Start Date; double-trigger CIC vesting

Stock ownership guidelines for directors: 5x base annual cash retainer; compliance required within 5 years; as of Dec 31, 2024, all non-employee directors were in compliance or within the five-year window (Carethers joined in 2021) .
Hedging/pledging prohibited (pledging only with pre-clearance); margin accounts prohibited .

Board effectiveness: Carethers is an engaged independent director with committee roles aligned to his scientific expertise (Science & Technology) and governance oversight (Nominating & Governance), supporting Board depth in R&D oversight and ESG/governance processes .
Independence/attendance: Independence reaffirmed; 2024 attendance at or above expected thresholds; broader Board maintains independent Chair and regular executive sessions, reinforcing governance quality .
Compensation/ownership alignment: Director pay mix balanced between cash and time-based RSUs ($102,500 cash; $209,975 equity in 2024), with one-year vesting and 5x retainer ownership guideline driving alignment; no meeting fees; deferral elections available .
Conflicts/related-party exposure: Board conducted related-party review of UC San Diego; concluded no material interests for 2024 transactions—mitigating conflict concerns; robust related party policy under Audit & Finance oversight .
Shareholder sentiment: 2024 say-on-pay support at 93% signals broad investor confidence in compensation governance, though this pertains to executive pay rather than director compensation .
RED FLAGS: None observed—no attendance issues, no hedging/pledging exceptions, no material related-party transactions, no option repricings for directors .