Molly Joseph
Director at WST
Board
About Molly E. Joseph
Independent director since 2021; age 51. Founder and Managing Director of Cypress Pass Ventures, an investment and advisory firm focused on health modernization; previously held senior executive roles at UnitedHealth Group (2005–2021) overseeing 55 hospitals and several hundred ambulatory centers serving over 9 million patients and 7 million insurance members. Education: B.S., Santa Clara University; J.D., Georgetown Law Center; early career in investment banking and corporate law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group | Senior executive across corporate development and international healthcare operations | 2005–2021 | Led large-scale provider operations and global purchasing networks; deep M&A and regulatory experience . |
| Investment Banking & Corporate Law | Banker and corporate attorney | Pre-2005 | Built transactional and legal foundations used in later executive roles . |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| First Solar, Inc. | Director | Public | Current public company directorship . |
| US Radiology Specialists | Director | Private | Current . |
| AMSURG | Director | Private | Current . |
| Arvest Bank Group, Inc. | Director | Private | Current . |
| Bend Health | Director | Private | Current . |
| Santa Clara University | Vice Chair, Board of Trustees | Non-profit | Governance leadership . |
Board Governance
- Independence: All non-employee directors (including Joseph) determined independent under West’s categorical Independence Standards .
- Committee assignments: Compensation (Chair effective April 2025), Finance, Innovation & Technology .
- Attendance: Board met 15 times in 2024; virtually all directors attended 100% of combined Board and Committee meetings and all attended at least 90% .
- Executive sessions: Regular sessions of independent directors at Board and committee levels .
- Lead Independent Director: Transitioned from Paolo Pucci (through April 2025) to Robert Friel (effective April 2025) .
- Related-party transactions: None required to be reported under SEC rules .
- Anti-hedging/pledging: Prohibited for directors; no exceptions granted; no margin accounts permitted .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | Paid quarterly . |
| Compensation Committee Chair fee | $20,000 | Joseph becomes Chair effective April 2025 . |
| Other chair fees (reference) | Audit Chair $25,000; All other chairs $15,000 | For context only. |
- 2024 cash paid: $100,000 fees; “All Other Compensation” $11,782 (DEUs credits and charitable match; company donation at her request $10,000) .
Performance Compensation
| Equity Vehicle | Grant details | Vesting | Deferral |
|---|---|---|---|
| Annual RSUs | 564 RSUs granted April 23, 2024 at $390.20 grant-date FMV per share; total ~$220,000 | Fully vest at the next Annual Meeting (one-year vest) | Joseph did not elect to defer 2024 RSUs . |
Performance metrics overseen by Joseph as Compensation Committee Chair:
- Annual Incentive Plan (executives): EPS (60%), Consolidated Net Sales (20%), Operating Cash Flow (20%); payouts 0–200% with metric-specific curves .
- 2024 corporate AIP results: EPS 83.6% of target payout 0.0%; Net Sales 95.4% payout 71.2%; OCF 94.7% payout 62.1%; Corporate pool funded at 26.7% .
- Long-term PSUs (executives): 3-year Sales CAGR and ROIC, equally weighted, payout 0–200%; 2022–2024 PSU paid at 30.06% (CAGR 0.0%, ROIC 60.12%) .
| Plan | Metric | Weight | 2024 Target | 2024 Performance | Payout |
|---|---|---|---|---|---|
| AIP | EPS | 60% | $7.76 | $6.49 | 0.0% |
| AIP | Consolidated Net Sales | 20% | $3,028.00 | $2,889.20 | 71.2% |
| AIP | Operating Cash Flow | 20% | $700.10 | $662.90 | 62.1% |
| PSUs (2022–24) | Sales CAGR | 50% | 9.30% target | 2.53% actual | 0.0% |
| PSUs (2022–24) | ROIC | 50% | 24.20% target | 18.41% actual | 60.12% |
Other Directorships & Interlocks
- Public: First Solar, Inc. (potential industry interlock risk appears low vs West’s pharma packaging focus) .
- Private/non-profit: US Radiology Specialists; AMSURG; Arvest Bank Group, Inc.; Bend Health; Santa Clara University (Vice Chair) .
- Conflicts review: NCGC annually reviews related-person transactions; none reported; independence affirmed .
Expertise & Qualifications
- International healthcare operations, payer/provider system leadership, M&A execution, regulatory exposure; legal training with J.D.; marketing and consumer service experience; managed complex global supply chains .
- Skills align with Corporate Development, Executive Leadership, Healthcare Industry, Regulatory/Drug Development; strategic planning and risk management .
Equity Ownership
| Holder | Common Shares | Options Exercisable (60 days) | Vested Annual Stock Awards | Unvested Annual Deferred Stock/RSUs | Total Outstanding Stock Awards | Director Deferred Compensation Account (vested) | Unvested Deferred Stock/RSUs | Total Account Balance |
|---|---|---|---|---|---|---|---|---|
| Molly E. Joseph | 1,960 | — | 1,959 | 565 | 2,524 | $641,652 | $185,094 | $826,746 |
- Ownership guideline: Directors must hold at least 5x annual retainer within 3 years; directors elected before 2022 meet the requirement (includes Joseph) .
- Anti-hedging/pledging: Prohibited; no exceptions granted .
Governance Assessment
- Strengths: Independent status; broad healthcare and M&A expertise; active committee roles including Compensation Committee Chair effective April 2025; strong attendance culture; robust clawback policy exceeding legal requirements; no related-party transactions; anti-hedging/pledging and stock ownership guidelines support alignment .
- Pay oversight signals: AIP/PSU metrics emphasize profitability, cash generation, disciplined capital deployment (ROIC, CAGR); 2024 payouts were meaningfully below target, indicating adherence to pay-for-performance .
- Shareholder sentiment: 2024 Say-on-Pay approval >95% and directors averaged 95.5% support—supports confidence in governance and compensation design .
- Potential conflicts: Current external boards appear unrelated to West’s core pharma containment/device operations; NCGC oversight and absence of related-party transactions mitigate risk .
- RED FLAGS: None identified—no pledging/hedging, no tax gross-ups, no repricing of awards, strong independence, and high attendance .
Notes
- Insider trading table is not disclosed in the proxy; no Form 4 data was available in the company documents search.
- Director compensation is primarily fixed cash plus time-based RSUs; performance metrics apply to executive incentives that the Compensation Committee (chaired by Joseph effective April 2025) oversees .