Stephen Lockhart

About Stephen H. Lockhart

Stephen H. Lockhart, M.D., Ph.D., age 66, is an independent director of West Pharmaceutical Services (WST) since 2022. He is a board‑certified anesthesiologist and former Chief Medical Officer of Sutter Health, with prior service as regional CMO; he is a Rhodes Scholar with a Master’s in economics from Oxford and holds both M.D. and Ph.D. degrees from Cornell University . He currently serves on West’s Finance and Innovation & Technology Committees, bringing deep clinical, regulatory, and healthcare system leadership to the board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Sutter Health	Chief Medical Officer	2015–2021	Led clinical operations across a major healthcare system; managed mergers of hospital systems; chaired Legal & Regulatory subcommittee for CA Governor’s Advisory Committee on Precision Medicine; created regulatory framework for drug testing and development in precision medicine
Sutter Health	Regional Chief Medical Officer	2009–2015	Senior clinical and administrative leadership across providers and facilities

External Roles

Organization	Role	Status	Notes
Molina Healthcare	Director	Current	Public company board service
National Research Corporation Health	Director	Current	Public company board service
ECRI Institute; REI; The David & Lucile Packard Foundation; EO Wilson Biodiversity Foundation; Parks California	Non‑profit board service	Prior/current	Governance and philanthropic leadership across health, consumer, and conservation organizations

Board Governance

Independence: All non‑employee directors, including Dr. Lockhart, were affirmatively determined to be independent per West’s NYSE‑aligned Independence Standards .
Committee assignments: Finance Committee member; Innovation & Technology Committee member .
Attendance: The Board met 15 times in 2024; virtually all directors attended 100% of combined Board and Committee meetings and all directors attended at least 90% .
Executive sessions: Independent directors meet regularly in executive session at Board and committee levels .
Related‑party transactions: The NCGC reported no related person transactions required to be disclosed under SEC rules .

Committee meeting cadence (context for engagement):

Audit: 6 meetings; Compensation: 5; Finance: 5; Innovation & Technology: 3; NCGC: 5 .

Fixed Compensation

Component (2024)	Amount	Details
Annual Board Retainer (cash)	$100,000	Paid quarterly; no meeting fees
Committee Chair Fees	$0	Not a chair (Chair fees: Audit $25k; Compensation $20k; Other chairs $15k)
Lead Independent Director Fee	$0	Reserved for LID role ($40k); Dr. Lockhart did not serve as LID
All Other Compensation	$11,347	Includes Dividend Equivalent Units and Company charitable donations at director request; Company donated $10,000 on Dr. Lockhart’s request and foundation matched $1,000
Total Cash + Other (2024)	$111,347	Summation of above

Performance Compensation

Equity Award	Grant Date	Shares/Units	Grant-Date FMV/Share	Vesting	Deferral Election
Annual RSUs (director equity)	Apr 23, 2024	564	$390.20	Fully vests at next Annual Meeting; unvested forfeits on termination (retirement vesting pro‑rata)	Dr. Lockhart did not elect deferral for 2024 RSUs

Notes:

Annual director equity target is $220,000 in RSUs for non‑employee directors; grant on Annual Meeting date; dividend equivalents accrue on deferred units; distributions in stock upon vesting/deferment payout .

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict Considerations
Molina Healthcare	Director	Healthcare payor oversight; West reports no related person transactions; board independence and related‑party review processes in place
National Research Corporation Health	Director	Patient experience/analytics; no related‑party transactions reported

Expertise & Qualifications

Clinical and healthcare system leadership as former CMO at Sutter Health; board‑certified anesthesiologist .
Regulatory strategy and precision medicine governance; chaired Legal & Regulatory subcommittee of CA Precision Medicine Advisory Committee .
Mergers and integration experience across hospital systems .
Rhodes Scholar; advanced degrees in economics (Oxford), M.D. and Ph.D. (Cornell) .

Equity Ownership

Ownership Item	Amount	Notes
Beneficial common shares	1,092	As of Feb 28, 2025; less than 1% of class
Options exercisable within 60 days	—	None reported
Unvested RSUs and annual deferred stock outstanding	565	Year‑end 2024 outstanding stock awards
Director stock ownership guideline	5× annual retainer	Must be attained within 3 years of appointment; Dr. Lockhart appointed July 2022 has not yet met, expected to comply within period
Hedging/Pledging	Prohibited	No exceptions or waivers ever granted; no margin accounts allowed

Governance Assessment

Strengths: Independent status; active committee service (Finance; Innovation & Technology); strong healthcare, regulatory, and integration expertise aligned to West’s product/regulatory landscape; Board shows high attendance; robust anti‑hedging/pledging and related‑party oversight; strong say‑on‑pay support (95.5%) signaling investor alignment with governance/compensation frameworks .
Watch items: Ownership guideline not yet met but within 3‑year window from July 2022; Board annually evaluates directors’ time commitments across outside positions to ensure capacity and engagement .
Conflicts/related‑party exposure: None reported; NCGC reviews related‑party transactions and independence annually .

Direct citations:

Director biography, age, education, committees, outside boards .
Board independence; committee cadence; attendance; executive sessions .
Director compensation framework and 2024 figures .
RSU grant specifics, vesting, deferral .
Stock ownership and outstanding awards .
Ownership guidelines and anti‑hedging/pledging policies .
Say‑on‑pay context .