Thomas Hofmann
Director at WST
Board
About Thomas W. Hofmann
Thomas W. Hofmann, age 73, is an independent director of West Pharmaceutical Services and has served on the Board since 2007; he is Chair of the Audit Committee and a member of the Compensation Committee . He is the retired Chief Financial Officer and Senior Vice President of Sunoco, Inc. (CFO 2002–2008; various senior roles 1977–2008), is a Certified Public Accountant, and holds a B.S. in Accounting (University of Delaware) and a Master’s in Taxation (Villanova University) . The Board has designated him an Audit Committee Financial Expert under SEC rules, reflecting deep financial oversight expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunoco, Inc. | Chief Financial Officer & SVP | 2002–2008 | Led finance function including accounting, auditing, IR, strategic planning, tax and treasury; significant M&A and capital markets experience . |
| Sunoco, Inc. | Various senior management and board‑facing roles | 1977–2008 | Business development across M&A, partnerships, and divestitures; public company executive leadership experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Delaware | President’s Leadership Council | Current | Advisory capacity; underscores academic/governance engagement . |
| Fox Chase Cancer Center | Board member | Current | Non‑profit governance role . |
| The Island School Foundation | Board member | Current | Non‑profit governance role . |
| Temple University Health System | Board member | Former | Prior non‑profit board service . |
| Other public companies (unspecified) | Director; Audit Chair on four | Various (historical) | Served on five other public company boards over career; Audit Chair on four—strong audit oversight pedigree . |
Board Governance
- Committees and roles: Audit Committee Chair; Compensation Committee member . The Audit Committee met 6 times in 2024; all members are independent; Hofmann and Haugen are designated Audit Committee Financial Experts . The Compensation Committee met 5 times in 2024; all members are independent .
- Scope of audit oversight: Audit oversees financial statement integrity, auditor independence, internal audit, legal/regulatory compliance, disclosure controls/ICFR, and regularly meets with the CFO, internal audit, Controller, CTO, CIO, VP of Cybersecurity & Infrastructure, and Chief Compliance & Privacy Officer to assess financial and cyber risks .
- Independence: Listed as “Independent” in nominee biography; Board affirms all non‑employee directors are independent under NYSE and company standards .
- Attendance and engagement: The full Board met 15 times in 2024; virtually all directors attended 100% of combined Board and committee meetings and all attended at least 90%; all then‑serving directors attended the 2024 Annual Meeting; independent directors meet in regular executive sessions .
- Tenure and retirement horizon: Director since 2007; Board has a mandatory retirement age of 75 (Board may consider exceptions case‑by‑case), implying a near‑term refresh consideration for a 73‑year‑old director .
Fixed Compensation
| Item | Amount ($) | Source/Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (Hofmann) | 125,000 | Director fee for Board/committee service including chair retainer . |
| Standard 2024 Board Cash Retainer | 100,000 | Annual retainer for Board membership . |
| Audit Committee Chair Fee | 25,000 | Annual chair fee (incremental) . |
| Compensation Committee Chair Fee | 20,000 | For reference; Hofmann is not chair . |
| Lead Independent Director Fee | 40,000 | For reference; not applicable to Hofmann . |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Deferral Election |
|---|---|---|---|---|---|
| RSU (annual director grant) | Apr 23, 2024 | 564 | ~220,000 | Vests in full at next Annual Meeting if still serving . | Hofmann did not defer his 2024 RSU (one of four directors not deferring) . |
| Unvested RSUs at 12/31/2024 | — | 565 | 185,094 (valuation used for plan table) | Unvested year‑end balance (includes DEUs) . | — |
- No stock options outstanding for any directors; equity is delivered as stock‑settled RSUs; time‑based vesting only (no performance metrics for director equity) .
- All other compensation includes items such as Dividend Equivalent Units and company charitable donations requested by the director ($10,000) plus a $1,000 foundation match credited to Hofmann’s “All Other Compensation” .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company directorships | None . |
| Former public directorships (past 5 years) | None . |
| Career public boards (lifetime) | Served on five; Audit Chair on four . |
| Related‑party transactions (reportable) | None required to be reported under SEC rules . |
Expertise & Qualifications
- Audit and financial expertise; SEC “Audit Committee Financial Expert” designation .
- Former public company CFO with breadth across accounting, auditing, IR, strategic planning, tax, and treasury .
- M&A/business development experience (acquisitions, partnerships, divestitures) and capital markets familiarity .
- CPA; B.S. Accounting (University of Delaware); M.Tax (Villanova University) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 41,868 | As of Feb 28, 2025; includes vested deferred stock/stock‑settled units; options exercisable within 60 days: none; <1% of class . |
| Outstanding director stock awards (Vested annual stock awards) | 41,840 | As of 12/31/2024 . |
| Outstanding director stock awards (Unvested annual stock/RSUs) | 565 | As of 12/31/2024 . |
| Total outstanding director stock awards | 42,405 | Sum of vested + unvested . |
| Director Deferred Compensation Plan — Vested stock‑settled unit and deferred stock value | 13,705,005 | Valued at $327.56 per share as of 12/31/2024 . |
| Director Deferred Compensation Plan — Unvested deferred stock/RSU value | 185,094 | As of 12/31/2024 . |
| Director Deferred Compensation Plan — Total account balance | 13,890,099 | As of 12/31/2024 . |
| Ownership guidelines | 5× annual cash retainer within 3 years; directors elected before 2022 meet the requirement (implies Hofmann meets) . | |
| Hedging/pledging | Prohibited; no exceptions granted; no margin accounts . | |
| Options outstanding | None for directors . |
Governance Assessment
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Strengths/positives:
- High-caliber financial oversight: Audit Committee Chair and SEC-recognized Audit Committee Financial Expert; committee actively engages with finance, internal audit, compliance, technology, and cybersecurity leadership—supportive of robust risk oversight in financial reporting and cyber domains .
- Independence and engagement: Independent director with long service; Board reports very strong attendance (virtually all at 100%, all ≥90%) and frequent executive sessions of independent directors; strong shareholder support (average 95.5% support for directors in 2024) .
- Alignment: Material equity exposure via vested/deferred stock; director ownership guidelines (≥5× retainer) met by pre‑2022 directors; anti‑hedging/anti‑pledging policies further align incentives .
- Clean conflicts profile: No related‑party transactions requiring disclosure; no current or recent public company interlocks; no director options .
-
Watch items/risks:
- Succession and refreshment: At 73 with a 75 retirement age guideline, the Board should ensure proactive Audit Chair succession planning to preserve audit continuity and expertise .
- Tenure considerations: Long tenure (since 2007) can raise entrenchment questions for some investors; the Board’s annual independence review, evaluations, and recent refreshment mitigate this risk, but continued rotation and skills matrix updates remain important .
- Charitable donation requests included in “All Other Compensation” are modest and standard across directors; not a red flag but should remain transparent (Hofmann’s 2024 request: $10,000; plus $1,000 foundation match) .
Overall, Hofmann’s profile—former public company CFO, CPA, Audit Chair, and SEC financial expert—supports strong audit rigor and investor confidence, with clear alignment via substantial deferred equity and robust trading/ownership policies; key governance focus ahead is structured Audit Chair succession given the retirement age policy and long tenure .