01—Abstract
Summary
Summary of the 8-K filed December 11, 2024. Cited figures are marked; the original filing is the authoritative source.
West Pharmaceutical Services, Inc. (NYSE: WST) filed this Form 8-K on December 11, 2024 to report that its Board of Directors elected Janet Haugen as a new director, effective December 9, 2024.
With her addition, the Board increased in size to 12 directors. Ms. Haugen, 66, is the former Chief Financial Officer of Unisys Corporation, a role she held for more than 16 years, and she previously was a partner at Ernst & Young. She is expected to join the Audit Committee of the Board as of her appointment date.
Ms. Haugen will receive the customary compensation for non-employee directors, currently a $100,000a annual retainer and an annual restricted stock unit grant of $220,000, prorated for her period of service. She will also be eligible to participate in the Company's Director Deferred Compensation Plan and will enter into the Company's standard form of indemnification agreement. The filing states there were no arrangements or understandings tied to her election and no related-party transactions with the Company since the start of its last fiscal year.
The press release announcing the appointment is furnished as Exhibit 99.1 under Item 7.01 (Regulation FD) and is not deemed filed for Section 18 purposes. The filing contains no financial results or guidance; its investor relevance is limited to board composition and governance.
02—Key points
Key Highlights
- Janet Haugen elected to the Board of Directors effective December 9, 2024, increasing the Board to 12 directors
- Ms. Haugen, 66, is the former CFO of Unisys Corporation, serving in that role for more than 16 years
- Expected to serve on the Audit Committee as of her appointment date
- Compensation: $100,000 annual retainer and $220,000 annual restricted stock unit grant, prorated for service, plus eligibility for the Director Deferred Compensation Plan
- Current board service includes Bentley Systems, Juniper Networks and CentralSquare Technologies
- Will enter into the Company's standard indemnification agreement; no related-party transactions disclosed
- Announcement furnished via Exhibit 99.1 press release dated December 11, 2024
03—Questions
Frequently Asked Questions
Who is the new director and what is her background?
Janet Haugen, 66, is the former Chief Financial Officer of Unisys Corporation, where she served for more than 16 years during a 20-year tenure. At Unisys she oversaw the company's transformation from a mainframe hardware, software and maintenance company into an IT services and software provider. Before Unisys, she was a partner at Ernst & Young serving Fortune 500 technology and manufacturing clients.
How does the Board change with this appointment?
With Ms. Haugen's election, the Board of Directors increased in size to 12 directors. She is expected to participate on the Audit Committee as of her appointment date.
What compensation will the new director receive?
She will receive the Company's standard non-employee director compensation: a $100,000 annual retainer and an annual restricted stock unit grant of $220,000, both prorated for her service period. She is also eligible to participate in the Director Deferred Compensation Plan, with details in the March 13, 2024 proxy statement under 'Director Compensation.'
Are there any related-party transactions or special arrangements tied to the appointment?
The filing states there were no arrangements or understandings between Ms. Haugen and any other person under which she was elected, and there have been no transactions since the beginning of the last fiscal year, or currently proposed, between the Company and Ms. Haugen.
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