Jonathan Peacock
AvantorAbout Jonathan Peacock
Jonathan Peacock (age 67) is Avantor’s independent, non-executive Chairman of the Board (since May 2022) and has served as a director since April 2017; he is a member of the Nominating & Governance Committee. He previously served as CFO of Amgen (2010–2014) and Chief Financial & Administrative Officer of Novartis Pharmaceuticals (2005–2010), and was a partner at McKinsey and Price Waterhouse; he holds a master’s in Economics from University of St Andrews and is a Chartered Accountant . The Board highlights that an independent, non-executive Chairman enhances objectivity and oversight, and describes Mr. Peacock’s role in setting agendas, facilitating communications, and assessing management performance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen, Inc. | Chief Financial Officer | 2010–2014 | Senior leadership; finance expertise |
| Novartis AG (Pharmaceuticals Division) | Chief Financial & Administrative Officer | 2005–2010 | Finance, international transactions, M&A |
| McKinsey & Company | Partner | Not disclosed | Strategy, operations |
| Price Waterhouse | Partner | Not disclosed | Accounting and finance |
| Bellerophon Therapeutics, Inc. | Chairman and Chief Executive Officer | Not disclosed | Board and executive leadership |
| Arix Bioscience plc | Founder and Chairman | Not disclosed | Company founding, board leadership |
| Kite Pharma | Director | Not disclosed | Board service |
| Genmab A/S | Director | Not disclosed | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCB SA | Chair of the Board of Directors | Not disclosed | Current public company board chair |
Board Governance
- Role: Independent, non-executive Chairman; responsibility to ensure proper Board functioning, set agendas with CEO, facilitate director-management communications, and provide independent leadership .
- Committee: Member, Nominating & Governance Committee; committee chaired by Gregory Summe .
- Independence: Board determined Mr. Peacock is independent under NYSE standards; 9 of 10 Board members are independent .
- Attendance: Board met five times in 2024; each director attended at least 75% of aggregate Board/committee meetings .
- Executive sessions and governance practices: Regular independent director executive sessions; majority voting, proxy access, special meeting rights at 20%, no classified board; prohibitions on short sales, hedging, margin accounts, and pledging by directors and officers .
- Risk oversight: Full Board and committees oversee risk; Audit & Finance reviews related-party transactions .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $95,000 | Standard director cash retainer |
| Chairman Cash Retainer | $170,000 | Additional retainer for Board Chair |
| Nominating & Governance Committee Member Retainer | $7,500 | Committee membership fee |
| Total Cash Paid to Peacock (2024) | $272,500 | Sum of base, chair, and committee retainers |
| Annual Equity Award (RSUs, grant-date fair value) | $209,975 | Award under 2019 Equity Incentive Plan |
| Total 2024 Director Compensation (Peacock) | $482,475 | Cash + equity |
Program design: Market-based with assistance from FW Cook; periodic review by Compensation & Human Resources Committee .
Performance Compensation
| Element | Metric/Structure | Vesting | Change-in-Control Treatment | Amount/Units |
|---|---|---|---|---|
| Annual RSU Grant (Directors) | Time-based (no performance metrics) | Vest in full on first anniversary of Vesting Start Date | All unvested RSUs vest if service continues through a change in control (single-trigger for directors) | Program level: $210,000 annual equity value |
| Unvested RSUs held (as of 12/31/2024) | N/A (time-based) | N/A | N/A | Peacock: 8,477 units |
Note: Avantor’s clawback policies primarily apply to executive and associate incentive compensation; director equity program details are governed by plan/award agreements and the director program above .
Other Directorships & Interlocks
| Entity | Individual’s Role | Relationship to Avantor | 2024 Related-Party Status |
|---|---|---|---|
| UCB SA | Jonathan Peacock, Chair | Potential customer/supplier relationship reviewed by Board | Board reviewed overall spending; no related person had a direct or indirect material interest in transactions entered into during 2024 |
Board oversight: Audit & Finance Committee reviews and approves/ratifies related-person transactions with consideration of materiality and independence; directors complete annual questionnaires to identify relationships .
Expertise & Qualifications
- Senior leadership: CFO roles at Amgen and Novartis; prior partner roles in consulting/accounting; CEO/chair experience at biopharma companies .
- Skills: Finance, strategy, international transactions, M&A, operations; independence emphasized in Board skill matrix and biography .
- Education: Master’s in Economics (University of St Andrews); Chartered Accountant .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 321,357 shares (includes derivative holdings per SEC rules) |
| Options exercisable within 60 days | 135,210 shares |
| Ownership as % of shares outstanding | <1% (star denotes <1%) |
| Shares outstanding (basis for % calc) | 681,397,790 shares (as of March 3, 2025) |
| Unvested RSUs (12/31/2024) | 8,477 units |
| Director stock ownership guideline | 5x base annual cash retainer; 5-year compliance window |
| Compliance status (non-employee directors) | All in compliance or within five-year window as of 12/31/2024 |
| Hedging/margin/pledging policy | Prohibited for directors/officers (pledging only with pre-clearance) |
Governance Assessment
- Strengths: Independent, non-executive Chair with deep finance and life sciences credentials; high Board independence; formal prohibitions on hedging/pledging; majority voting and proxy access; structured risk oversight and committee governance; stockholder engagement led by Chair and committee leadership .
- Alignment: Director ownership guidelines (5x base retainer) and RSU equity ensure skin-in-the-game; Peacock holds 321,357 shares with additional exercisable options, and unvested RSUs, supporting alignment, though position is <1% of outstanding shares .
- Attendance/engagement: Board met five times in 2024; each director met the ≥75% attendance threshold; Committee evaluations and refreshment processes overseen by Nominating & Governance .
- Interlocks/related-party: UCB SA relationship reviewed; no material interest in 2024 transactions—mitigates conflict risk; continued oversight by Audit & Finance Committee .
- Investor signals: 2025 director election support for Peacock—Votes For 533,971,245; Against 91,258,366; Abstentions 334,513; broker non-votes 16,883,682—indicates broad shareholder backing for his continued Board role .
- Watch items: Single-trigger vesting of director RSUs on change-in-control is common but can be viewed as less shareholder-friendly relative to double-trigger (note for governance purists); ensure continued transparency on any UCB-related commercial activity given chair role at UCB .
Overall, Peacock’s independent chairmanship, committee membership, and extensive financial/pharma background support Board effectiveness and investor confidence, with policies and reviews in place to mitigate conflicts and align director incentives with shareholders .