Juan Andres
AvantorAbout Juan Andres
Juan Andres (age 60) has served on Avantor’s Board since September 2019. He is Chair of the Science & Technology Committee and a member of the Audit & Finance Committee. Previously, he was President, Strategic Partnerships and Enterprise Expansion at Moderna (Jan–May 2023, retired), and Chief Technical Operations and Quality Officer at Moderna (Aug 2017–Dec 2022). He also held senior operations, manufacturing, and quality roles at Novartis (2005–2017) and spent 18 years at Eli Lilly in various leadership positions. He holds a master’s degree in Pharmacy from Alcala de Henares University (Madrid) and completed an advanced development program at London Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moderna, Inc. | President, Strategic Partnerships & Enterprise Expansion | Jan 2023 – May 2023 (retired) | Senior external growth and partnership leadership |
| Moderna, Inc. | Chief Technical Operations & Quality Officer | Aug 2017 – Dec 2022 | Led global manufacturing, supply chain, and quality during mRNA scale-up |
| Novartis AG | Global Head of Technical Operations; Group Quality Head; Global Head of Technical R&D; Global Pharmaceuticals Operations Head | 2005 – 2017 | Oversaw global manufacturing, quality, technical R&D, and pharma operations |
| Eli Lilly | Various leadership positions | Prior to 2005 (18 years) | Operations and technical leadership across functions |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Evelo Biosciences, Inc. | Director | 2019 – 2023 | Nominating & Corporate Governance; Science & Technology |
Board Governance
- Current Avantor Committees: Science & Technology (Chair); Audit & Finance (Member) .
- Independence: Board determined Juan Andres is independent under NYSE and company guidelines .
- Attendance: The Board met five times in 2024; each director attended ≥75% of Board and committee meetings .
- Executive Sessions: Non-management directors meet in executive session at most Board meetings .
- Director Election Results (2025): Juan Andres received 535,329,223 votes For; 89,905,990 Against; 328,911 Abstentions; 16,883,682 Broker Non-Votes .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $95,000 | Standard non-employee director cash retainer |
| Committee Member Fees | $12,500 | Audit & Finance Committee member fee; other committee member fees: Comp $10,000; Nominating $7,500 |
| Committee Chair Fees | N/A disclosed for S&T | Chair fees disclosed for Audit ($25,000), Comp ($20,000), Nominating ($15,000); no S&T chair fee disclosed |
| 2024 Cash Earned (Juan Andres) | $107,500 | Actual cash retainer earned for 2024 |
Performance Compensation
| Equity Award | Grant-Date Fair Value (USD) | Unvested RSUs (12/31/2024) | Vesting |
|---|---|---|---|
| Annual RSU Retainer (2024) | $209,975 | 8,477 | RSUs vest in full on first anniversary of Vesting Start Date; accelerate upon change in control while in service |
| Performance Metrics (Director Equity) | None disclosed | — | Director equity is time-based RSUs; no PSUs or performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company/Institution | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Evelo Biosciences, Inc. | Former Director (2019–2023) | No related person transactions disclosed for 2024; Audit & Finance Committee reviews RPTs |
Expertise & Qualifications
- Senior leadership in pharmaceutical manufacturing, global supply chain, technical operations, and quality across Moderna, Novartis, and Eli Lilly .
- Deep R&D, technical research, and innovation oversight; chairs Avantor’s Science & Technology Committee .
- Financial literacy and audit oversight as Audit & Finance Committee member .
- Education in pharmacy (Alcala de Henares University) and advanced executive development (London Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Juan Andres | 39,903 | <1% | As of March 3, 2025; beneficial ownership per SEC rules |
| Unvested RSUs (Director) | 8,477 | — | Held as of December 31, 2024 |
| Ownership Guidelines (Directors) | 5x base cash retainer | Compliance | All non-employee directors are in compliance or within five-year window |
| Hedging/Pledging | Prohibited | — | Company policies prohibit short sales, hedging, margin accounts, and pledging |
Compensation Committee Analysis
- CHR Committee composition: Michael Severino (Chair), Lan Kang, Gregory Summe; all independent and non-employee directors .
- Independent compensation consultant: FW Cook; committee retains sole authority; no conflict of interest identified .
- Director pay structure: Annual cash $95,000 and annual RSU grant $210,000; committee and chair fee schedules disclosed; RSUs time-based with one-year vesting .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay Support: 93% approval; committee engaged with stockholders and implemented design enhancements (e.g., operating income and free cash flow metrics; double-trigger vesting) .
- 2025 Say-on-Pay Vote: 541,120,754 For; 84,071,583 Against; 371,787 Abstentions; 16,883,682 Broker Non-Votes .
Related Party Transactions & Conflicts
- Policy and Oversight: Audit & Finance Committee reviews related person transactions; directors complete annual questionnaires .
- 2024 Disclosure: “No related person had or will have a direct or indirect material interest” in transactions entered during 2024; Board also reviewed overall spending with entities tied to other directors (Tessera, GRAIL, UCB, UC San Diego) without indicating material interests .
Governance Assessment
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Strengths
- Independent director with deep technical operations expertise; chairs newly formed S&T Committee, enhancing oversight of R&D, innovation, and IP positioning .
- Strong shareholder support for re-election and executive compensation, supporting overall governance credibility .
- Compliance-focused environment: prohibition on hedging/pledging; robust clawback and stock ownership guidelines for leadership; annual director ownership guidelines at 5x cash retainer .
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Potential Watch Items
- Science & Technology Committee chair fees not disclosed; cash differentials reflect disclosed committees (Audit/Comp/Nominating) only—investors may seek clarity on S&T chair compensation to fully assess pay alignment .
- Director equity is time-based RSUs without performance metrics; while standard for non-employee directors, some investors prefer performance-linked equity even for directors to reinforce long-term alignment .
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Red Flags
- None disclosed for Juan Andres: no related-party transactions or attendance issues; independence affirmed .