Louise Makin
AvantorAbout Louise Makin
Dame Louise Makin, age 64, joined Avantor’s Board in November 2024 and is an independent director with deep life sciences operating and M&A experience; she became a member of the Audit & Finance Committee in 2025. She is non‑executive chair of Halma plc and previously served as CEO of BTG plc (2004–2019), with earlier leadership roles at Baxter Healthcare; she holds an MA in natural sciences and a Ph.D. in materials science from the University of Cambridge and an MBA from The Open University, is an Honorary Fellow of St. John’s College, Cambridge, and was appointed Dame Commander of the Order of the British Empire in 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BTG plc | Chief Executive Officer | Oct 2004–Aug 2019 | Led interventional medicine growth; oversaw sale to Boston Scientific |
| Baxter Healthcare | President, Biopharmaceuticals Europe; prior leadership roles | Not disclosed | Biopharma leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Halma plc | Non‑Executive Chair | Current | Board leadership in industrial safety/medical technology |
| Intertek Group plc | Non‑Executive Director | Prior | Quality assurance services board experience |
| Atotech Ltd. | Non‑Executive Director | Prior | Specialty chemicals board experience |
| Theramex Group | Non‑Executive Director | Prior | Women’s health pharmaceuticals |
| Premier Foods plc | Non‑Executive Director | Prior | Consumer products board experience |
| Woodford Patient Capital Trust plc | Non‑Executive Director | Prior | Investment trust board experience |
Board Governance
- Committee assignment: Audit & Finance Committee member (joined 2025); not a chair .
- Independence: Board affirmed Makin and all other non‑employee directors are independent under NYSE and company guidelines, including for committee service .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of aggregate board and committee meetings .
- Executive sessions and governance policies: Regular executive sessions of independent directors; policies prohibit short sales, hedging, margin accounts, and pledging by directors/officers .
- Board refreshment: Appointed as new independent director in 2024 to bolster innovation oversight and strategic growth .
Fixed Compensation
| Director | Cash Retainer ($) | Equity (RSUs) Grant Date Fair Value ($) | Total ($) | Period |
|---|---|---|---|---|
| Dame Louise Makin | 14,973 | 107,563 | 122,536 | FY2024 |
Director compensation program structure:
| Component | Amount ($) |
|---|---|
| Annual Cash Retainer | 95,000 |
| Annual Equity Award (RSUs) | 210,000 |
| Chairman Cash Retainer | 170,000 |
| Audit & Finance Chair | 25,000 |
| Compensation & HR Chair | 20,000 |
| Nominating & Governance Chair | 15,000 |
| Audit & Finance Member | 12,500 |
| Compensation & HR Member | 10,000 |
| Nominating & Governance Member | 7,500 |
- RSU vesting: Annual director RSUs vest in full on the first anniversary of the vesting start date; unvested RSUs accelerate upon change in control if service is continuous at that time; annual equity retainer pro‑rated for partial years .
- Deferred compensation: Since 2022, non‑employee directors may elect to defer annual equity awards for 5 years, 10 years, or until termination of board service; deferred shares are adjusted for hypothetical dividend reinvestment .
Performance Compensation
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None; director equity is time‑based RSUs vesting after one year |
Other Directorships & Interlocks
- Related‑party transactions oversight is under the Audit & Finance Committee; for 2024, no related person had a direct or indirect material interest in company transactions; the Board reviewed overall spending with companies associated with other directors (Tessera Therapeutics, GRAIL, UCB, UC San Diego) as part of governance controls .
- No interlocks or related‑party exposure disclosed for Makin in 2024 .
Expertise & Qualifications
- Senior life sciences leadership (BTG CEO), strategic growth and transactions (M&A), and audit/finance oversight experience; independence affirmed .
- Advanced scientific and business education (Ph.D., MBA) with recognition (DBE; Honorary Fellow) supporting scientific and governance credibility .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date |
|---|---|---|---|
| Dame Louise Makin | — | * (<1%) | Mar 3, 2025 |
- Unvested RSUs: Makin held 4,770 unvested RSUs as of Dec 31, 2024 .
- Ownership guidelines: Non‑employee directors must own Avantor shares equal to 5× base annual cash retainer; compliance within 5 years of becoming subject to guidelines; as of Dec 31, 2024, all non‑employee directors were in compliance or within the 5‑year window .
- Hedging/pledging: Prohibited (short sales, hedging, margin accounts, and pledging absent pre‑clearance) under Insider Trading Policy .
Insider filings and awards:
| Filing | Date Filed | Transaction Date | Type | Security | Quantity |
|---|---|---|---|---|---|
| Form 3 (Initial) | Nov 6, 2024 | — | Initial statement | — | — |
| Form 4 | Nov 6, 2024 | Nov 4, 2024 | A – Award | Common Stock (RSUs) | — |
| Form 4 | May 12, 2025 | May 8, 2025 | A – Award | Common Stock (RSUs) | 17,100 |
Governance Assessment
- Board effectiveness and independence: Makin’s appointment in 2024 added a seasoned life sciences operator to Avantor’s board; independence affirmed for her and the full slate; regular executive sessions and annual board/committee self‑evaluations support oversight quality .
- Committee fit: Placement on Audit & Finance aligns her transaction and operating background with financial reporting, internal controls, and related‑party oversight; all audit members determined independent and financially literate .
- Attendance and engagement: 2024 attendance thresholds met (≥75%), with 5 board meetings held; director cash/equity retainers and RSU vesting structure indicate appropriate at‑risk component through equity alignment without performance targets typical for executives .
- Ownership alignment: RSU holdings (4,770 unvested as of year‑end 2024) and guidelines (5× retainer within 5 years) reinforce alignment; anti‑hedging/pledging policy reduces misalignment/credit risk .
- Shareholder support signal: 2025 annual meeting vote for Makin received 535,357,582 “for” votes vs. 89,870,430 “against” and 336,112 abstentions, indicating strong investor confidence in her nomination .
- Conflicts and red flags: No material related‑party transactions involving directors in 2024; robust clawback policy and insider trading safeguards are in place; no disclosed legal proceedings for directors seeking indemnification .