Deborah Keller
Director at WST
Board
About Deborah L. V. Keller
Deborah L. V. Keller, 62, is an independent director of West Pharmaceutical Services and has served on the Board since 2017. She is Founder and Principal of Black Frame Advisors, LLC (2017–present) and previously spent 30 years at Covance Drug Development (a LabCorp business), retiring as CEO in 2017. She holds an MBA from the University of Wisconsin and dual bachelor’s degrees in Chemistry and Accounting from Nazareth College; she also chairs the Wisconsin Alumni Research Foundation (WARF). Keller currently chairs West’s Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covance Drug Development (LabCorp) | CEO (after multiple executive roles) | 1987–2017 | Led global operations and supply chain in 200+ countries; experience across R&D, Quality/Regulatory in U.S., EU, China, Japan; marketing leadership; international public company executive experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Black Frame Advisors, LLC | Founder & Principal | 2017–present | Global healthcare advisory firm. |
| Wisconsin Alumni Research Foundation (WARF) | Chair | Current | Non-profit technology commercialization; cited as current role. |
| Other public company directorships | None | — | No current or former (within last 5 years) public company directorships. |
Board Governance
- Committee assignments and roles (2024): Audit Committee (member; 6 meetings; all members independent); Compensation Committee (member; 5 meetings; all members independent); Nominating & Corporate Governance Committee (Chair; 5 meetings; oversees board effectiveness, related-party reviews, sustainability, and director compensation for non-employee directors).
- Independence: The Board affirmatively determined all non-employee directors, including Keller, are independent under West’s Independence Standards and NYSE rules.
- Attendance and engagement: The full Board met 15 times in 2024; virtually all directors attended 100% of combined Board and Committee meetings and all directors attended at least 90%. Independent directors also meet in regular executive sessions.
- Board structure and oversight: All Board committees consist solely of independent directors; ERM oversight and specific risk domains are allocated by committee (Audit—financial reporting/compliance/cyber, Compensation—comp risk, NCGC—independence/conflicts/sustainability, etc.).
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 115,000 | Cash retainers for Board/committee service and applicable chair roles are paid quarterly; amounts reflect retainer structure (not reduced for deferrals). |
Performance Compensation (Director Equity)
| Award Type | Grant Date | Shares (#) | FMV per Share ($) | Grant-Date Fair Value ($) | Vesting | Deferral Election |
|---|---|---|---|---|---|---|
| RSU (stock-settled) | Apr 23, 2024 | 564 | 390.20 | ~220,000 | Fully vests at next Annual Meeting if in service; unvested equity generally forfeits on termination (retirement-year proration). | In 2024, all directors except Buthman, Hofmann, Joseph, Lockhart deferred awards; Keller is not among exceptions (therefore deferred). |
- Options: The proxy states no directors have outstanding options.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None. |
| Former public company boards (prior 5 years) | None. |
| Potential interlocks with WST competitors/suppliers/customers | None disclosed. Related-person transaction review is overseen by NCGC; see “Related Person Transactions.” |
Expertise & Qualifications
- Global life sciences leadership as CEO and senior executive of a large, multinational drug development and clinical laboratory services provider.
- Deep regulatory and quality assurance experience across U.S., EU, China, Japan; led technical/R&D teams and global marketing.
- Financial and operational oversight experience; brings drug development and corporate management expertise to West’s Audit and Compensation committees and chairs the NCGC.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Outstanding Director Stock Awards at 12/31/2024 – Vested Annual Stock Awards (#) | 9,089 | Per “Outstanding Director Stock Awards” table. |
| Outstanding Director Stock Awards at 12/31/2024 – Unvested Annual Deferred Stock and Stock-Settled RSUs (#) | 565 | Per table. |
| Outstanding Director Stock Awards at 12/31/2024 – Total (#) | 9,654 | Per table. |
| Shares subject to RSUs (plan table) | 9,510 | Director portion of equity plan context; counts differ by table definition. |
| Director Deferred Compensation Plan Balance (12/31/2024) | Value ($) | Valuation Basis |
|---|---|---|
| Vested stock-settled unit and deferred stock value | 2,977,183 | Valued at $327.56 per share at 12/31/2024. |
| Unvested deferred stock and RSU value | 185,094 | Same valuation. |
| Total account balance | 3,162,277 | Sum of above. |
- Ownership guidelines: Directors are expected to hold ≥5x annual cash retainer within three years of appointment; directors elected prior to 2022 meet this requirement (Keller qualifies as pre-2022).
- Hedging/pledging: Hedging is prohibited; pledging/hypothecating is prohibited except in exceedingly rare, pre-approved cases—no exceptions have ever been granted; no margin accounts permitted for directors.
Related-Person Transactions and Conflicts
- Policy oversight: NCGC reviews, approves, or rescinds related-person transactions; considers arm’s-length terms and materiality of interest.
- Disclosures: The company states it had no related person transactions required to be reported under applicable SEC rules.
- Independence: All non-employee directors, including Keller, were affirmatively determined independent; Board independence standards meet or exceed NYSE requirements.
Director Compensation Structure and Signals
- Cash/equity mix: 2024 director total for Keller was $342,347, comprised of $115,000 cash and $220,000 equity grant-date fair value (balance “All Other Compensation” reflects items like DEUs/charitable match program).
- RSU structure: Annual time-vested RSUs align director wealth with shareholder returns; most directors, including Keller, elected to defer awards in 2024, increasing long-term share alignment.
- No stock options outstanding for directors, reducing risk of option repricing/red flags.
Board Attendance and Engagement Details
| 2024 Activity | Count/Rate | Notes |
|---|---|---|
| Full Board meetings | 15 | 2024 total Board meetings. |
| Attendance | ≥90% for all directors; virtually all at 100% | Combined Board and Committee meetings; independent director executive sessions held regularly. |
| Audit Committee meetings | 6 | All members independent. |
| Compensation Committee meetings | 5 | All members independent. |
| NCGC meetings | 5 | Keller serves as Chair. |
Fixed Compensation (Detail Table by Director – 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (Keller) | 115,000 |
Performance Compensation (Detail Tables)
| RSU Grant (Annual) | Shares (#) | Grant-Date FMV/Share ($) | Grant-Date Fair Value ($) | Vesting | Deferral |
|---|---|---|---|---|---|
| Apr 23, 2024 RSU | 564 | 390.20 | ~220,000 | Vests at next Annual Meeting if serving | Deferred (Keller not among exceptions) |
| Outstanding Director Stock Awards at 12/31/2024 | Vested (#) | Unvested/Deferred (#) | Total (#) |
|---|---|---|---|
| Keller | 9,089 | 565 | 9,654 |
Say-on-Pay and Shareholder Feedback (Context for Comp Committee member)
- 2024 Say-on-Pay approval: 95.5% shareholder support, indicating strong investor alignment with compensation metrics and structure overseen by the Compensation Committee (of which Keller is a member).
Governance Assessment
-
Positives for investor confidence:
- Independence confirmed; extensive life sciences operating, regulatory, and global experience; chairs NCGC and serves on Audit and Compensation—positions of substantive governance influence.
- Strong attendance culture (≥90% and virtually all 100%); structured oversight across committees; regular independent executive sessions—supports effective board challenge and oversight.
- Alignment: Time-vested RSUs, broad use of deferral, and 5x retainer stock ownership guideline (met by pre-2022 directors) signal meaningful “skin in the game.”
- No related-party transactions reported; robust anti-hedging/pledging policy with no exceptions granted—low conflict risk.
- Compensation program support: 95.5% Say-on-Pay approval reflects investor endorsement of incentive design and governance; relevant given Keller’s role on the Compensation Committee.
-
Watch items / potential risks:
- Director equity is time-based, not performance-vested; while typical for directors, it places emphasis on long-term share price alignment rather than explicit performance conditions.
- Keller holds multiple committee roles including NCGC Chair; sustained workload should continue to be balanced with attendance and engagement expectations (Board discloses annual assessment of directors’ outside commitments).
No RED FLAGS identified in disclosures: no related-party transactions, no hedging/pledging exceptions, no option repricing, and strong attendance metrics.