Mark Buthman
Director at WST
Board
About Mark A. Buthman
Independent director of West Pharmaceutical Services since 2011, age 64. Retired Executive Vice President & Chief Financial Officer of Kimberly-Clark (2003–2015) with 33 years at the company; BA in Finance from the University of Iowa. Core credentials include global financial leadership, capital allocation, M&A (led/participated in ~50 acquisitions), procurement, shared services and IT oversight; currently chairs West’s Finance Committee and serves on the Innovation & Technology Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly-Clark Corporation | Executive Vice President & Chief Financial Officer | 2003–2015 | Led global finance, investor relations, real estate, global procurement, shared services, and IT; participated in ~50 acquisitions |
| Kimberly-Clark Corporation | Various leadership roles in finance, strategy and operations | 1982–2003 | Broad operational finance and business support experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEX Corporation (NYSE: IEX) | Independent Director | 2016–present | Audit Committee Chair; Nominating & Corporate Governance Committee member |
| Pavillon International (non-profit) | Board Chair | Not disclosed | Non-profit board leadership in substance use disorder treatment |
Board Governance
- Independence: All non-employee directors (including Buthman) determined independent under West’s Independence Standards .
- Committee assignments: Finance Committee Chair; Innovation & Technology Committee member .
- Meeting cadence and attendance: Full Board met 15 times in 2024; virtually all directors attended 100% of combined Board and Committee meetings and all attended at least 90% .
- Committee meeting counts: Finance met 5 times (2024); Innovation & Technology met 3 times (2024) .
- Executive sessions: Independent directors hold regular executive sessions; in 2023 they held five such sessions .
- Shareholder support: Directors received average 95.5% support from shareholders in 2024; Say‑on‑Pay approval >95% (2023 and 2024) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non-employee director fee |
| Committee chair fees | $15,000 | “All other committee chairs” (Finance); Audit Chair $25k; Comp Chair $20k; LID $40k (not applicable to Buthman) |
| 2024 Cash fees (Buthman) | $115,000 | $100k base + $15k Finance Chair |
| Annual RSU grant (standard) | $220,000 | RSUs granted at Annual Meeting; vest at next Annual Meeting |
| 2024 RSU grant details (Buthman) | 564 RSUs; $390.20/share | Granted 4/23/2024; grant-date fair value; Buthman did not defer this award |
| 2024 All other compensation (Buthman) | $41,944 | DEUs credited + charitable donations match where applicable |
| 2024 Total compensation (Buthman) | $376,944 | Cash + RSUs + other |
Performance Compensation
- Directors do not receive performance-based cash bonuses; equity is time-vested RSUs that vest at the next Annual Meeting (continued service) .
- No options or PSUs are granted to directors; outstanding director stock awards are RSUs/deferred stock units only .
| Metric | 2023 | 2024 |
|---|---|---|
| Annual RSU grant (shares) | 616 RSUs (standard) | 564 RSUs (standard) |
| Vesting | Next Annual Meeting (continued service) | Next Annual Meeting (continued service) |
| Deferral election (Buthman) | Did not defer 2023 RSUs | Did not defer 2024 RSUs |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| IDEX Corporation | Independent Director | Audit Chair; Nominating & Governance member | IDEX operates in industrial/health & science technologies; no related-person transactions disclosed at West; no reported conflicts with West customers/suppliers |
Expertise & Qualifications
- Finance leadership at a Fortune 150 company with significant international operations; led global teams across finance, IR, procurement, shared services, IT .
- Deep capital allocation and M&A experience (~50 acquisitions) .
- Education: BA in Finance, University of Iowa .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 41,730 shares; <1% of class | As of Feb 28, 2025; includes vested deferred stock/stock-settled units for directors |
| Outstanding director stock awards | 40,453 vested annual stock awards; 565 unvested annual deferred stock/RSUs; total 41,018 | Year-end 2024; director RSU/stock unit position |
| Deferred compensation plan balance | $13,250,819 vested stock‑settled unit & deferred stock value; $185,094 unvested deferred stock/RSU value; total $13,435,913 | As of Dec 31, 2024; valued at $327.56/share |
| Ownership guidelines | Directors must hold ≥5× annual retainer within 3 years; directors elected prior to 2022 meet requirement | Buthman (director since 2011) meets guideline |
| Hedging/pledging | Prohibited; no exceptions or waivers granted; no margin accounts allowed | Board-level anti‑hedging/pledging policy; applies to directors |
Insider Trades (Form 4 – alignment and activity)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Transaction date | 04/25/2023 | 04/23/2024 | 05/06/2025 |
| Transaction type | Award (A) [insider-trades] | Award (A) [insider-trades] | Award (A) [insider-trades] |
| Shares awarded | 616 [insider-trades] | 564 [insider-trades] | 1,071 [insider-trades] |
| Post-transaction ownership | 41,222.29 shares [insider-trades] | 41,786.29 shares [insider-trades] | 42,860.9294 shares [insider-trades] |
Governance Assessment
- Strengths: Independent status; high attendance; deep finance/M&A expertise aligned with Finance Chair role; robust director equity participation and substantial deferred stock holdings; strict anti‑hedging/pledging policy; director ownership guideline met; no related‑person transactions disclosed .
- Committee effectiveness: Finance Committee oversight of capital structure, capex, M&A integration, dividends, buybacks; Innovation & Technology oversight of R&D portfolio, regulatory changes, IP—both active in 2024 (5 and 3 meetings, respectively) .
- Shareholder signals: Strong support for executive pay (>95% Say‑on‑Pay) and directors (average 95.5% support), indicating overall governance confidence .
- RED FLAGS: None disclosed specific to Buthman. Company-wide policies prohibit pledging/hedging; proxy reports no related-party transactions; attendance strong. Large deferred stock account reflects accumulated equity deferrals—not cash payments—and aligns incentives with shareholders .
Notes on Compensation Structure and Policies (context for oversight)
- Director compensation mix (cash vs equity): $100k cash retainer plus committee chair fees; annual RSU grant ~$220k; RSUs vest at next Annual Meeting; directors may elect deferral to stock-unit accounts with DEUs .
- Anti‑hedging/pledging and securities policy: Strict prohibitions; no exceptions; trading windows and 10b5‑1 plan governance reinforced in governance documents .
Appendix: Committee Charters and Risk Oversight (reference)
- Finance Committee: Oversees capital investments, significant financial matters, capital structure, dividends, buybacks, strategic transaction integration .
- Innovation & Technology Committee: Reviews product/technology portfolio, R&D alignment, regulatory changes, emerging science, IP strategy .
- ERM and cybersecurity oversight primarily through Audit Committee; Board uses COSO ERM framework; periodic updates and annual exercises; no material cybersecurity impacts disclosed .