Mala Murthy
AvantorAbout Mala Murthy
Mala Murthy, age 61, has served as an independent director of Avantor since October 2021 and is a member of the Audit & Finance Committee; the Board has determined she is independent under NYSE standards and that she qualifies as an “audit committee financial expert.” She is the Chief Financial Officer of Teladoc Health (since June 2019), and previously held senior executive roles at American Express (CFO, Global Commercial Services) and PepsiCo; she holds an MBA from the Indian Institute of Management, a master’s in public and private management from Yale School of Management, and a bachelor’s in computer science and engineering from Jadavpur University. Each director, including Ms. Murthy, attended at least 75% of aggregate Board and applicable committee meetings in 2024, and the Board conducted annual self-evaluations; Avantor maintains policies prohibiting short sales, hedging, margin accounts, and pledging by directors and officers.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teladoc Health, Inc. | Chief Financial Officer | Jun 2019–present | Public-company CFO; finance, audit, strategy expertise |
| American Express | CFO, Global Commercial Services (prior senior executive roles) | Not disclosed in proxy | Financial accounting, international business transactions; audit committee financial expert credentials |
| PepsiCo | Various leadership positions, led high-growth units | Not disclosed in proxy | Operations and growth leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Teladoc Health, Inc. | Chief Financial Officer | Jun 2019–present | Executive role (not disclosed as a board directorship) |
No other public-company directorships were disclosed for Ms. Murthy in Avantor’s 2025 proxy.
Board Governance
- Committee assignments: Audit & Finance Committee member; Audit & Finance responsibilities include auditor selection, financial reporting oversight, internal controls, internal audit oversight, complaint procedures, and related-party transaction reviews; Massaro chairs the committee; Board determined Ms. Murthy is financially literate and an audit committee financial expert.
- Independence: The Board affirmatively determined Ms. Murthy is independent under NYSE and company guidelines, including for committee service.
- Attendance: The Board met five times in 2024; each director attended at least 75% of aggregate Board and committee meetings.
- Audit & Finance Committee report: Ms. Murthy signed the 2024 Audit & Finance Committee report recommending inclusion of audited financials in the 2024 Form 10‑K; the committee recommended ratifying Deloitte & Touche LLP as the independent auditor for 2025.
- Governance disciplines: Annual Board and committee self-evaluations; separate Chair and CEO; regular independent director executive sessions; prohibition on short sales, hedging, margin accounts, and pledging by directors and officers.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 95,000 | Paid quarterly in arrears |
| Audit & Finance Committee member retainer | 12,500 | Member (non-chair) fee |
| Total Cash Earned (2024) | 107,500 | As disclosed in Director Compensation table |
Performance Compensation
| Equity Component | Shares/Units | Grant Date Fair Value ($) | Vesting Schedule | Change-in-Control Terms | Deferred Compensation Availability |
|---|---|---|---|---|---|
| Annual RSU grant (non-employee directors) | Unvested RSUs as of 12/31/2024: 8,477 | 209,975 (2024) | RSUs vest in full on first anniversary of Vesting Start Date | All unvested RSUs vest upon change in control if service continues through event | Directors may elect to defer equity award; payout after 5, 10 years, or upon Board departure; deferrals reinvest dividends hypothetically |
Program design: Annual equity retainer of $210,000 in RSUs for non-employee directors; FW Cook advises the Compensation & HR Committee on market benchmarking.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No related-party transactions involving Ms. Murthy were disclosed; Audit & Finance Committee reviews related-person transactions per policy. |
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE standards; senior leadership and CFO experience in public-company environments.
- Technical and strategic capabilities: international business transactions, information systems management, financial accounting, and strategic growth.
- Education: MBA (Indian Institute of Management), master’s in public and private management (Yale SOM), bachelor’s in computer science & engineering (Jadavpur University).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 18,632 | As of March 3, 2025; less than 1% of outstanding shares |
| Shares outstanding (for % calc) | 681,397,790 | Company-reported outstanding shares |
| Ownership % | <1% | Company designates “*” as <1% |
| Unvested RSUs (director) | 8,477 | As of 12/31/2024 |
| Stock ownership guideline | 5x base annual cash retainer; 5-year compliance window | All non-employee directors were compliant or within window as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and officers | Policy prohibits short sales, hedging, margin accounts, pledging |
Governance Assessment
- Strengths: Independent status; audit committee financial expert designation; robust governance framework (prohibitions on hedging/pledging, majority voting, proxy access); strong committee oversight of financial reporting and related-party transactions; meaningful equity alignment via annual RSUs and ownership guidelines.
- Engagement/attendance: Board met five times in 2024; each director met ≥75% attendance threshold; annual Board/committee self-evaluations indicate ongoing refresh and effectiveness focus.
- Compensation alignment: Director pay mix balanced (cash retainer plus RSUs that vest annually); no options or performance metrics—typical for non-employee directors; change-in-control acceleration is disclosed and standard in market-based programs; deferred equity available with clear terms.
- Ownership: Disclosed share ownership is modest (<1%), but supplemented by unvested RSUs and a 5x retainer guideline to drive alignment over time.
- RED FLAGS: None identified in the proxy related to attendance shortfalls, related-party transactions, hedging/pledging, or undisclosed conflicts involving Ms. Murthy. Continued monitoring of any transactions with Teladoc or entities linked to Ms. Murthy is warranted given her external CFO role, but no such relationships are disclosed.