Paolo Pucci
Director at WST
Board
About Paolo Pucci
Paolo Pucci (age 63) is an independent director of West Pharmaceutical Services, Inc. (“West”) and served as Lead Independent Director from May 2022 to April 2025. He joined West’s Board in 2016 and currently sits on the Audit and Nominating & Corporate Governance Committees. Pucci is the retired CEO of ArQule, Inc. (2008–2020) and previously held senior leadership roles at Bayer AG (2001–2008), with academic credentials including an undergraduate degree in economics/accounting from Università degli Studi di Napoli Federico II and an MBA from the University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ArQule, Inc. | Chief Executive Officer | 2008–2020 | Led strategic M&A culminating in ArQule’s acquisition by Merck; drove targeted therapeutics development . |
| Bayer AG | Senior executive leadership | 2001–2008 | Managed regulatory affairs and portfolio oversight; international operations and marketing leadership . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Merus N.V. | Director | Current | Public biopharma; board service adds drug development insight and industry connectivity . |
| Replimune Group Inc. | Director | Current | Public biotech; enhances immuno-oncology perspective . |
| Chiesi Group | Independent Non-Executive Director | Appointed Jan 2025 | Privately held Italian biopharma; non-public . |
| ArQule Inc. | Director (prior) | Through 2020 | Prior public board . |
| Trillium Therapeutics Inc. | Lead Independent Director (prior) | Through 2021 | Acquired by Pfizer in Nov 2021 . |
| Other prior boards | Director (prior) | Various | Dyax, Algeta ASA, New Link Genetics (historical public company boards) . |
Board Governance
- Independence: All non-employee directors, including Pucci, are independent under West’s categorical Independence Standards; committees are composed solely of independent directors .
- Lead Independent Director: Pucci served as Lead Independent Director from May 2022 to April 2025, facilitating independent director sessions, agenda setting, CEO evaluation, and liaison duties per West’s Governance Principles .
- Committee memberships (current): Audit; Nominating & Corporate Governance (NCGC) .
- Attendance: The Board met 15 times in 2024; virtually all directors attended 100% of combined Board and Committee meetings and all attended ≥90%. All then-serving directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Board annual cash retainer | Standard director cash retainer | $100,000 |
| Lead Independent Director fee | Additional cash fee | $40,000 |
| Committee chair fees | Not applicable (Pucci was not a chair in 2024) | $0 |
| RSU annual grant | 564 RSUs granted 4/23/2024 at $390.20, grant date fair value ≈$220,000; time-vest to next Annual Meeting | $220,000 |
| All other compensation | Including dividend equivalent units and charitable matching per plan | $7,583 |
| Total 2024 director compensation | Cash + equity + other | $367,583 |
Additional notes:
- 2024 director compensation framework reviewed annually with Pay Governance LLC, West’s independent compensation consultant .
- RSU vesting: time-based, fully vest at the next Annual Meeting; standard forfeiture on termination (retirement-age exception vests monthly through retirement) .
Performance Compensation
Directors do not receive performance-conditioned equity or metrics (e.g., PSUs) at West; annual director equity is time-vested RSUs with no performance hurdles.
| Metric Type | Applicable to Director Compensation | Notes |
|---|---|---|
| EPS, Revenue, Cash Flow goals | Not applicable | Director equity grants are time-vested RSUs; no performance metrics disclosed for directors . |
Other Directorships & Interlocks
- Current public boards: Merus N.V.; Replimune Group Inc. .
- Private: Chiesi Group (appointed Jan 2025) .
- Potential interlocks: Sector overlap with West’s biopharma customers could create perception of informational advantages; however, West’s NCGC oversees independence and related-party policies, and the proxy reports no related person transactions requiring disclosure .
Expertise & Qualifications
- Biopharma CEO experience and M&A execution (ArQule sale to Merck) .
- International operations, regulatory affairs, and marketing leadership (Bayer AG) .
- Finance and accounting educational foundation plus Chicago Booth MBA .
- Governance leadership as West’s Lead Independent Director, with strong responsibilities across board processes and CEO evaluation .
Equity Ownership
| Ownership Component | Amount |
|---|---|
| Common stock beneficially owned (Feb 28, 2025) | 9,388 shares; <1% of outstanding |
| Outstanding director stock awards (12/31/2024) | 9,382 vested annual stock awards; 565 unvested annual deferred stock/RSUs; total 9,947 |
| Director Deferred Compensation Plan balance (12/31/2024) | Vested stock-settled/deferred value $3,073,005; unvested deferred/RSU value $185,094; total $3,258,099 |
| Ownership guidelines | Directors must hold ≥5x annual retainer; directors elected prior to 2022 meet requirement (Pucci included) |
| Hedging/pledging | Prohibited; no exceptions or waivers granted; no margin accounts allowed |
Governance Assessment
- Strengths:
- Independence and committee service in Audit and NCGC, reinforcing financial oversight and governance rigor .
- Proven board leadership: served as Lead Independent Director (May 2022–Apr 2025) with robust responsibilities for agendas, executive sessions, CEO evaluation, and board assessments .
- Attendance and engagement: Board logged 15 meetings in 2024 with near-perfect attendance across directors; strong shareholder support (directors averaged 95.5% support in 2024) .
- Ownership alignment: meaningful equity and deferred units with compliance to 5x retainer guideline; strict anti-hedging/pledging policy .
- Compensation balance: cash ($140k) plus equity RSUs (~$220k) aligns director pay with long-term shareholder value and avoids performance gaming at the board level .
- Potential watchouts:
- Multiple external biotech boards (Merus, Replimune) create industry network benefits but may require vigilant conflict screening; West discloses no related person transactions for 2024 and maintains NCGC oversight of independence and related-party review .
- Not a committee chair; leadership influence primarily via prior Lead Independent Director role rather than chair-level committee authority .
RED FLAGS: None disclosed in proxy for related-party transactions, hedging/pledging, or low attendance. Continued monitoring advised for potential informational interlocks with external biopharma boards (no issues disclosed) .
Committee assignments, chair roles, and expertise
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Financial reporting integrity, auditor oversight, internal controls, compliance, and cyber risk oversight; Audit Committee met six times in 2024 . |
| Nominating & Corporate Governance | Member | Director nominations, board composition/effectiveness, independence, related-party review, sustainability oversight; NCGC met five times in 2024 . |
| Lead Independent Director | Former (May 2022–Apr 2025) | Presided over independent sessions, agenda approval, CEO performance process, board assessment; facilitated independent oversight in combined Chair/CEO structure . |
Director Compensation Mix and Ownership Alignment
| Item | Detail |
|---|---|
| Cash vs. equity mix (2024) | Cash fees: $140,000 (board + LID); equity RSUs: $220,000; other: $7,583 . |
| RSU vesting | One-year vest to next Annual Meeting; standard forfeiture terms; directors may defer RSUs . |
| Deferred equity | Pucci maintains a significant deferred stock balance ($3.26M at 12/31/2024), reinforcing long-term alignment . |
| Ownership guidelines | ≥5x annual retainer; directors elected prior to 2022 meet guideline (Pucci included) . |
Independence status, attendance, and engagement
- Independent director under West’s Independence Standards; all non-employee directors independent; committees entirely independent .
- Attendance: Board met 15 times in 2024; virtually all directors at 100%, all ≥90%; annual meeting attended by all then-serving directors .
- Engagement: Active role in governance and board processes through LID tenure and NCGC service .
Related-party exposure and conflicts
- Policy: NCGC reviews/approves related person transactions; standards require arm’s-length terms and consideration of material interest .
- Disclosure: No related person transactions required to be reported for 2024; anti-hedging/pledging policy strictly enforced with no exceptions granted .
Say-on-Pay & Shareholder Feedback (board-wide context)
- Directors received an average of 95.5% support from shareholders in 2024; executive Say-on-Pay approval was >95% .