Joseph Massaro
AvantorAbout Joseph Massaro
Joseph Massaro, age 55, has served on Avantor’s Board since November 2021 and is an independent director who currently chairs the Audit & Finance Committee; he is Vice Chair, Engineered Components Group at Aptiv PLC (since November 2024) and previously served as Aptiv’s Chief Financial Officer and Senior Vice President, Business Operations (March 2016–November 2024) . He is qualified as an audit committee financial expert and brings expertise in international transactions, IT and systems management, strategy, and financial accounting . Massaro holds an MBA and MS in Accounting from Northeastern University and a BS in finance and economics from Bentley University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aptiv PLC | Vice Chair, Engineered Components Group | Nov 2024–present | Senior leadership at a global technology company; oversight of engineered components |
| Aptiv PLC | Chief Financial Officer; SVP Business Operations | Mar 2016–Nov 2024 | Led finance and operations; deep experience relevant to audit oversight |
| Aptiv PLC | Vice President & Corporate Controller | Not disclosed | Financial reporting and controls background |
| inVentiv Health | Chief Financial Officer | Not disclosed | Healthcare services finance leadership |
| Liberty Lane Partners | Managing Director | Not disclosed | Investment/transactional expertise |
Board Governance
- Committee assignments: Audit & Finance Committee Chair; committee members include Massaro (Chair), Juan Andres, Mala Murthy; Dame Louise Makin joined in 2025 .
- Independence: Board affirmatively determined Massaro is independent under NYSE and Avantor guidelines; all Audit & Finance members are independent and financially literate .
- Financial expert: Board determined Massaro qualifies as an “audit committee financial expert” per SEC rules .
- Attendance: Board met five times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non-management directors meet in executive session at most Board meetings, presided by the Chairman .
- Risk oversight: Audit & Finance oversees financial reporting, internal control over financial reporting, internal audit, and related-party transactions; Board uses ERM to monitor strategic, operational, and compliance risks .
- Science & Technology Committee creation: Board established this committee in November 2024 to enhance innovation oversight (context for overall board effectiveness) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $95,000 | Standard for non-employee directors |
| Audit & Finance Committee Chair Fee | $25,000 | Additional cash retainer for chair role |
| 2024 Cash Paid (Massaro) | $120,000 | Reflects base plus chair fee |
| Annual Equity Award (RSUs grant-date fair value) | $210,000 | RSUs vest in full on first anniversary; double-trigger vesting on change in control |
| 2024 Equity Award (Massaro) | $209,975 (grant-date fair value) | Under 2019 Equity Incentive Plan |
| 2024 Total Director Compensation (Massaro) | $329,975 | Cash + RSUs |
| Unvested RSUs at 12/31/2024 (Massaro) | 8,477 units | Director RSUs outstanding |
Performance Compensation
Directors do not receive performance-based pay; director equity is delivered as time-based RSUs vesting after one year and subject to double-trigger change-in-control vesting .
| Metric | Weighting | Payout Curve | Status |
|---|---|---|---|
| Performance-based cash bonus | N/A | N/A | Not applicable to directors |
| Performance stock units (directors) | N/A | N/A | Not applicable to directors; RSUs only |
Other Directorships & Interlocks
| Entity | Relationship to Massaro | Avantor Disclosed Dealings | Notes |
|---|---|---|---|
| Aptiv PLC | Executive (Vice Chair; former CFO) | No related person transactions disclosed for 2024; Board reviewed overall spending with certain entities (Tessera, GRAIL, UCB, UCSD) but did not list Aptiv | No material related party interests disclosed for 2024 |
Expertise & Qualifications
- Audit committee financial expert; extensive CFO background and financial accounting expertise .
- International transactions, IT/systems management, strategy, and M&A/transaction experience .
- Graduate credentials in accounting (MS) and business (MBA); BS in finance and economics .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Massaro) | 18,461 shares | Less than 1% of outstanding shares; outstanding shares 681,397,790 at 3/3/2025 |
| Unvested RSUs (Massaro) | 8,477 units | As of 12/31/2024 |
| Director ownership guideline | 5x base annual cash retainer | Must be achieved within five years |
| Compliance status | All non-employee directors in compliance or within five-year phase-in as of 12/31/2024 | |
| Hedging/pledging | Prohibited; margin accounts and short sales also prohibited |
Governance Assessment
- Strengths: Independent Audit & Finance Chair with CFO pedigree and audit committee financial expert qualification; strong oversight of financial reporting, internal controls, internal audit, and related-party transactions .
- Alignment: Director ownership guidelines (5x cash retainer), and prohibition of hedging/pledging enhance alignment; RSU grants vest on a one-year schedule with double-trigger CIC vesting .
- Engagement/attendance: Board met five times; directors maintained ≥75% attendance; regular executive sessions support independent oversight .
- Conflicts/related parties: No material related person transactions in 2024; Board reviewed spending with certain entities linked to other directors, but none indicated for Aptiv/Massaro .
- Shareholder signals: Say-on-pay support at 93% in 2024; FW Cook engaged as independent compensation consultant; robust clawback policies adopted and Dodd-Frank compliant .
RED FLAGS: None disclosed for Massaro—no related party transactions, no hedging/pledging, independence affirmed, and attendance thresholds met .