Janet Haugen
Director at WST
Board
About Janet B. Haugen
Independent director at West Pharmaceutical Services (WST), age 66, appointed in December 2024 and standing for annual election; serves on the Audit Committee and has been designated an “Audit Committee Financial Expert.” Former CFO of Unisys for 16 years with prior experience as an Ernst & Young partner; holds a B.A. in Economics from Rutgers University and is NACD Directorship Certified. Board-level independence affirmed; directors are subject to anti-hedging/pledging restrictions and stock ownership guidelines requiring at least 5x annual retainer within three years (Haugen is within her compliance window as a new appointee).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unisys Corporation | Chief Financial Officer | 1999–2019 | Led finance for 16 years; extensive transformation, risk, capital markets, M&A experience. |
| Ernst & Young | Partner | Not disclosed | Worked with Fortune 500 technology and manufacturing clients. |
External Roles
| Company | Role | Status/Years | Notes |
|---|---|---|---|
| Bentley Systems | Director | Current | Public company directorship. |
| Juniper Networks | Director | Current | Public company directorship. |
| NCR Voyix | Director | Current | Public company directorship. |
| Paycom Software | Director | Former (within last 5 years) | Public company directorship. |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 6 times in 2024 and oversees financial reporting, ICFR, compliance, and cyber risk.
- Audit Committee Financial Expert: The Board determined Thomas Hofmann and Janet Haugen qualify under SEC rules.
- Independence: All non-employee directors (including Haugen) determined independent under NYSE and WST Independence Standards; no related-person transactions reportable.
- Attendance and engagement: Board met 15 times in 2024; virtually all directors attended 100% of combined Board/Committee meetings and all attended at least 90%.
- Executive sessions: Regular sessions of independent directors occur at Board and committee levels.
- Ownership alignment policy: Directors must hold shares equal to 5x annual retainer within 3 years; Haugen, appointed Dec 9, 2024, is within the compliance period.
- Anti-hedging/pledging: Prohibits hedging, short sales, and pledging (with narrow, unused exception); no exceptions granted.
Fixed Compensation (Non-Employee Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 6,250 | 81,370 | 87,620 | Prorated for Dec 9, 2024 appointment. |
- RSU grant: 247 RSUs on Dec 16, 2024 at grant-date FMV $330.57 per share (company narrative notes a prorated grant-date fair value of $81,651).
- Standard non-employee director structure (2024): Annual cash retainer $100,000; additional chair/lead fees as applicable; annual RSU grant ~$220,000 for full-year directors.
Performance Compensation (Program Oversight Signals)
WST’s Annual Incentive Plan (AIP) metrics and 2024 outcomes (applies to executives; included here to assess board oversight of pay-for-performance and metric rigor):
| Plan | Metric | Weight | Target | Actual | Achievement | Payout Factor | Corporate Pool Funding |
|---|---|---|---|---|---|---|---|
| Corporate AIP (2024) | Consolidated Net Sales | 20% | $3,028.00m | $2,889.20m | 95.4% | 71.2% | 26.7% |
| Corporate AIP (2024) | EPS | 60% | $7.76 | $6.49 | 83.6% | 0.0% | 26.7% |
| Corporate AIP (2024) | Operating Cash Flow | 20% | $700.10m | $662.90m | 94.7% | 62.1% | 26.7% |
- 2024 AIP funded at 26.7% of target with per-metric payout curves; PSUs (2022–2024) paid at 30.06% based on ROIC vs. target and below-threshold sales CAGR.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Bentley Systems; Juniper Networks; NCR Voyix. |
| Former public boards (5 years) | Paycom Software. |
| Potential interlocks/conflicts | No related-person transactions disclosed; Board monitors independence and conflicts under its policies. |
Expertise & Qualifications
- Financial leadership: 16-year public-company CFO (Unisys); deep finance, transformation, risk management, capital markets, M&A.
- Audit oversight: Designated Audit Committee Financial Expert; aligns with Audit Committee focus on ICFR, compliance, and cybersecurity oversight.
- Professional credentials: NACD Directorship Certified; Economics degree (Rutgers).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2/28/2025) | Common stock: —; Options exercisable within 60 days: —; <1% of shares outstanding. |
| Outstanding director stock awards (12/31/2024) | 247 unvested RSUs. |
| Ownership guideline | 5x annual retainer within 3 years; Haugen not yet at requirement due to Dec 2024 appointment; expected to comply within period. |
| Hedging/pledging | Prohibited; no exceptions granted. |
Governance Assessment
- Board effectiveness and independence: Haugen strengthens financial oversight as an Audit Committee member and SEC-designated financial expert; independence affirmed; no related-party transactions.
- Attendance and engagement: High Board/Committee engagement in 2024 (15 Board meetings; near-universal 100% attendance).
- Pay-for-performance oversight: 2024 AIP paid 26.7% and PSUs paid 30.06%, evidencing downside sensitivity; Say-on-Pay supported by >95% of shareholders.
- Ownership alignment: Strong director ownership policy (5x retainer); Haugen is within the grace period; strict anti-hedging/pledging enhances alignment.
- Potential risk indicators: Holds three concurrent public company directorships (plus WST); Board states it assesses time commitments relative to outside positions annually—a mitigant to overboarding risk.
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance; compensation programs incorporate clawbacks and lack tax gross-ups.