Why is the CFO leaving and who will replace him?

The filing states that Mr. Birkett informed the Company of his intention to retire later in 2025 and that he decided to bring his tenure to a close to pursue new endeavors. The Company has commenced a search for a successor and has not named one in this filing.

Will there be a gap in finance leadership during the transition?

No gap is indicated. Mr. Birkett will remain in his CFO role until a successor is in place to ensure an effective transition, then serve as an advisor through December 31, 2025.

What is Shane Campbell's background and role?

Mr. Campbell, 45, most recently was Chief Commercial Officer of the Construction Materials business at Carlisle Companies Inc. He spent 20 years at DuPont in senior global leadership roles in elastomers, polymers, building materials, chemicals, packaging and safety. He holds an MBA from Harvard Business School and a Bachelor of Mechanical Engineering from the University of Delaware. He will oversee the Proprietary Products segment starting May 5, 2025.

What compensation will the new segment officer receive?

Mr. Campbell's employment agreement provides a $600,000 annual base salary, a 2025 annual incentive target of 75% of base salary prorated for his 2025 employment, and an LTI award with a grant date fair value of $1,000,000 (50% PSUs, 25% stock options, 25% RSUs). He will also receive a one-time sign-on RSU award with a grant date fair value of $400,000 and a $100,000 sign-on cash bonus. He is also subject to the Company's standard change-in-control agreement and Executive Ownership Guidelines.

Are there any clawback or retention terms on the sign-on package?

Yes. The $100,000 sign-on cash bonus must be repaid if Mr. Campbell voluntarily terminates his employment on or before the second anniversary of May 5, 2025 for reasons other than Constructive Termination, Death, or Disability, or if the Company terminates him for Cause, as defined in the agreement. The $400,000 sign-on RSU vests 25% per year and is fully vested in May 2029 if he remains employed.

WST 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed April 24, 2025. Cited figures are marked; the original filing is the authoritative source.

West Pharmaceutical Services, Inc. (NYSE: WST) disclosed on April 24, 2025 that Senior Vice President and Chief Financial Officer Bernard Birkett intends to retire later in 2025.

The Company has begun a search for a successor and plans for Mr. Birkett to remain CFO until a successor is in place, then serve in an advisory role until December 31, 2025. The filing describes the transition as a comprehensive plan intended to ensure an effective handover. The Company also appointed Shane Campbell as Senior Vice President, Chief Proprietary Segment Officer, effective May 5, 2025.

He will oversee the Proprietary Products segment and join the senior leadership team. Mr. Campbell, 45, previously served as Chief Commercial Officer of the Construction Materials business at Carlisle Companies Inc. and spent 20 years at DuPont in senior global leadership roles. Under his employment agreement, Mr. Campbell will receive a $600,000^a annual base salary and a 2025 annual incentive target of 75% of base salary, prorated for his 2025 service.

He will receive an LTI award with a grant date fair value of $1,000,000,^b split 50% PSUs, 25% stock options and 25% RSUs, plus a one-time sign-on RSU award with a grant date fair value of $400,000 vesting 25% per year through May 2029. He will also receive a $100,000 sign-on cash bonus subject to a two-year repayment obligation under certain conditions. The filing also references a separate press release announcing first-quarter 2025 financial results, issued the same day.

02—Key points

Key Highlights

CFO Bernard Birkett notified the Company on April 22, 2025 of his intention to retire as Senior Vice President & Chief Financial Officer later in 2025.
Mr. Birkett will remain CFO until a successor is found, then serve in an advisory role until December 31, 2025; the Company has initiated a search for his successor.
Shane Campbell was appointed Senior Vice President, Chief Proprietary Segment Officer, effective May 5, 2025, to oversee the Proprietary Products segment.
Mr. Campbell's compensation includes a $600,000 base salary, a 2025 annual incentive target of 75% of base salary (prorated), and a $1,000,000 grant date fair value LTI award.
Mr. Campbell's sign-on package includes a $400,000 grant date fair value RSU award vesting 25% per year through May 2029 and a $100,000 cash bonus with a two-year repayment obligation.
Mr. Campbell previously served as Chief Commercial Officer of the Construction Materials business at Carlisle Companies Inc. and spent 20 years at DuPont.
The Company reported fiscal 2024 net sales of $2.89 billion, and a separate press release announced first-quarter 2025 results on the same day.

03—Questions

Frequently Asked Questions

Why is the CFO leaving and who will replace him?
The filing states that Mr. Birkett informed the Company of his intention to retire later in 2025 and that he decided to bring his tenure to a close to pursue new endeavors. The Company has commenced a search for a successor and has not named one in this filing.
Will there be a gap in finance leadership during the transition?
No gap is indicated. Mr. Birkett will remain in his CFO role until a successor is in place to ensure an effective transition, then serve as an advisor through December 31, 2025.
What is Shane Campbell's background and role?
Mr. Campbell, 45, most recently was Chief Commercial Officer of the Construction Materials business at Carlisle Companies Inc. He spent 20 years at DuPont in senior global leadership roles in elastomers, polymers, building materials, chemicals, packaging and safety. He holds an MBA from Harvard Business School and a Bachelor of Mechanical Engineering from the University of Delaware. He will oversee the Proprietary Products segment starting May 5, 2025.
What compensation will the new segment officer receive?
Mr. Campbell's employment agreement provides a $600,000 annual base salary, a 2025 annual incentive target of 75% of base salary prorated for his 2025 employment, and an LTI award with a grant date fair value of $1,000,000 (50% PSUs, 25% stock options, 25% RSUs). He will also receive a one-time sign-on RSU award with a grant date fair value of $400,000 and a $100,000 sign-on cash bonus. He is also subject to the Company's standard change-in-control agreement and Executive Ownership Guidelines.
Are there any clawback or retention terms on the sign-on package?
Yes. The $100,000 sign-on cash bonus must be repaid if Mr. Campbell voluntarily terminates his employment on or before the second anniversary of May 5, 2025 for reasons other than Constructive Termination, Death, or Disability, or if the Company terminates him for Cause, as defined in the agreement. The $400,000 sign-on RSU vests 25% per year and is fully vested in May 2029 if he remains employed.

04—Continue

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