WST West Pharmaceutical Services Inc

Our shareholders are asked to consider ten nominees for election to our Board to serve for a one-year term until the 2022 Annual Meeting of Shareholders, or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification, or removal. As noted above, Dr. Johnson has decided to retire and not seek re-election and, therefore, our Board will be reduced from 11 to 10 members. The names of the nominees for director, their current positions and offices, tenure as a Company director, their qualifications and other characteristics are set forth in the biographies below. The table below also lists each nominee's current Board committees.

All the nominees are current Company directors and all non-employee directors have been determined by our Board to be independent. Our NCGC reviewed the qualifications of each of the nominees, finding each nominee to possess the required attributes and all nominees collectively to strike the appropriate balance of diversity of knowledge, age, skills, expertise, gender, and race, and recommended to our Board that each nominee be submitted to a vote of our shareholders at the Annual Meeting. The Board approved the Committee's recommendation at its meeting on February 23, 2021.

Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the NCGC will recommend to our Board a replacement nominee. The Board may then designate the replacement nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

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Our Board structure reflects our Corporate Governance Principles and commitment to good governance. The Board believes the governance structure we have created among the Board, its Committees, the Board Chair, the CEO, and Management is supporting the sustainable growth of the Company.

During 2020, our full Board met six times. All but one director attended all the Board and their assigned Committee meetings, and this member attended more than 91% of the total of his assigned meetings in 2020. Our Board is committed to ensuring that directors attend meetings and that the Board and its Committees devote sufficient time necessary for the effective oversight of the Company and its Management. Additionally, during the annual performance review process, the Board assesses the time commitments for our Board against the time commitments of each member's outside positions to ensure each director has ample time to devote to their duties as a West director.

Our Board also holds regular executive sessions of only independent directors to review, among other things, the Company's strategy and Management's operating plans, the criteria by which our CEO and other senior executives are measured, Management's performance against those criteria and other related issues, and to conduct a self-assessment of its performance. Last year, our independent directors held five executive sessions.

All directors attended the 2020 Annual Meeting and all continuing directors are expected to attend the 2021 Annual Meeting.

The current governance structure of the Board follows:

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The offices of Chair and CEO are separate



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The Board has established and follows robust Corporate Governance Principles



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All Board members, other than Mr. Green, are independent



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All Board Committees are composed solely of independent directors



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Our independent directors meet regularly in executive session both at the Board and Board committee levels



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Our directors as a group possess a broad range of skills and experience sufficient to provide the leadership and strategic direction the Company requires as it seeks to enhance long-term value for shareholders

While the offices of Chair and CEO are currently separate, the Board takes a flexible approach to the issue of whether the offices of Chair and CEO should be separate or combined. This approach allows the Board to regularly evaluate whether it is in the best interests of the Company for the CEO or another director to hold the position of Chair.

The Board does not currently have a lead independent director, although the Board believes it may be useful and appropriate to designate a lead independent director if the offices of Chair and CEO are combined in the future.

The Board believes that the current leadership structure is appropriate now because it allows the Chair to focus on corporate governance and management of the Board's priorities and allows the CEO to focus directly on managing our operations and growing the Company.

The responsibilities of the Chair include:

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Chairing Board meetings, including executive sessions of the independent directors



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Approving agendas and schedules for each Board meeting in consultation with the CEO



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Serving as principal liaison between the CEO and the independent directors

Each independent director may add items to the agenda.

Our current Chair, Mr. Zenner, has been serving on the Board since 2002, and as our Chair since 2015. Each year the Board considers the role of the Chair and who is sitting in that role. We believe Mr. Zenner brings significant leadership and perspective to our Board, and that his experience as a top executive, his independence and his history with the Company make him a valuable asset to West.

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The Board has five standing committees:

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Audit Committee



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Compensation Committee



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Finance Committee



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Innovation and Technology Committee



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Nominating and Corporate Governance Committee

From time to time, the Board may form ad hoc committees to address specific situations as they arise. Each committee consists solely of independent directors. All directors may attend any committee meeting, even if he or she is not a member. Our Board Chair and our CEO attend all Board meetings and attend virtually all Committee meetings unless there is a scheduling conflict. Each standing committee has a written charter, which is posted in the "Investors—Corporate Governance" section of our website at www.westpharma.com. You may also request a copy of each committee's charter from our Corporate Secretary. Below we set forth the current members of each Committee (as of the date of this Proxy Statement) and its core functions.

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The Board and its Committees play an active role in overseeing Management's day-to-day responsibility for assessing and managing our risk exposure.

The Board regularly reviews and monitors the risks associated with our enterprise strategy, financial condition and operations and specifically reviews the enterprise risks associated with our five-year plan. In particular, the Board reviews our risk portfolio, confirms that Management has established risk-management processes that are functioning effectively and efficiently and are consistent with our corporate strategy, reviews the most significant risks and determines whether Management is responding appropriately.

The Board performs its risk oversight role by using several different levels of review. Each Board meeting begins with an overview by the CEO that describes the most significant issues, including risks, affecting the Company as well as business updates from each reportable segment. In addition, the Board reviews in detail the business and operations of each reportable business segment quarterly, including the primary risks associated with that segment.

Our Enterprise Risk Management ("ERM") program helps us manage the risks inherent in our business, by gaining a greater understanding and awareness of risks facing the business, ensuring risk-appropriate mitigation efforts are in place and regularly monitoring and ensuring the Company meets or exceeds the expectation of all stakeholders, including investors and regulators. The ERM program includes a Risk Identification and Management ("RIM") process, crisis management, business continuity, and disaster recovery elements. This process considers materiality of risks by assessing the importance to our external stakeholders and the importance to our success. The materiality matrix can be found in West's Corporate Responsibility Report on our website at: https://www.westpharma.com/about-west/corporate-responsibility. Information on that website is updated periodically and believed to be true at the time it is posted, but it is not filed and does not constitute part of this Proxy Statement.

During 2020, we established a global, multi-disciplinary team to respond to the risks and challenges presented by the COVID-19 pandemic. This team, led by our Senior Director of Enterprise Risk Management and Security, met on a regular basis to assess the operational, health and safety, supply chain, commercial, human resources, legal, and other challenges presented by the pandemic. The response team provided regular updates to Senior Management and regularly updated the Board. Additionally, the team reviewed and substantially updated our business continuity plan, which was reviewed with the Board, to ensure consistency of delivering quality products safely during times of crisis, particularly in light of our role in the global vaccine supply chain.

The Board focuses on the overall risks affecting the Company. Each Board Committee has been delegated the responsibility for the oversight of specific risks that fall within its areas of responsibility, as cataloged through the RIM process, including:

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The Audit Committee oversees the processes used in our ERM program and also oversees the management of financial reporting, compliance, litigation, and cybersecurity risks as well as the steps Management has taken to monitor and control such exposures



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The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements and the extent to which those policies or practices increase or decrease risk for the Company



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The Finance Committee assesses the risks associated with allocation of our capital, potential acquisitions, divestitures, and major business partnerships



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The Innovation and Technology Committee reviews risks associated with emerging, and potentially disruptive, science and technology trends, intellectual property, and our innovation, research and development and technology strategy



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The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, potential conflicts of interest, communications with shareholders and the effectiveness of the Board

Although each Committee is responsible for evaluating certain risks and overseeing the management of those risks, the full Board is regularly informed about those risks through regular Committee reports.

Cybersecurity is of special concern, and the Audit Committee oversees the vital work necessary to understand our cybersecurity risk and the related risk mitigation activities, including an assessment of the strength of our defenses and processes to maintain security. The full Board receives regular updates from the Audit Committee and key team members responsible for cybersecurity. Management regularly reviews with the Board the possible impact of cybersecurity issues that may arise with tools we use to manage the ordinary course of business, such as our public facing website and e-commerce interface, and during times of crisis, like the COVID-19 pandemic, when such risks are even greater. During 2020, we substantially upgraded our secure remote

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working capabilities with "zero trust" technology that offers seamless mobility and connectivity while protecting our information and security.

The Audit Committee reviews cybersecurity risk and reviews our Cybersecurity dashboard at all meetings and holds private sessions with our Chief Technology Officer for additional in-depth sessions. Additionally, our Senior Director, Infrastructure and Cybersecurity; Senior Director, Internal Audit; and Chief Compliance Officer separately meet with the Committee to provide additional insight into our cybersecurity and privacy strategy and tactics.

Our approach to mitigating cybersecurity risks includes periodic reviews by third party experts, penetration tests conducted by third parties, independent ethical hacking programs to test the organization, and internal and external trainings for team members and the board. We also hold a global Cybersecurity Awareness Week across the Company to cultivate an informed and proactive workforce. We have recently adopted National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity (the "NIST Framework"), which provides a comprehensive method for developing a flexible, repeatable, performance-based, and cost-effective approach to identifying and managing cybersecurity risks. We measure ourselves against the NIST Framework to assess our own maturity on cybersecurity.

Our cybersecurity defenses also utilize technologies such as firewalls, intrusion detection and prevention measures, multi-factor authentication, zero trust remote connectivity infrastructure across all devices, and network segmentation and encryption to ensure the privacy and security of our customers' data. We also have a dedicated security information and event management team monitoring our applications and infrastructure on a 24-by-7 basis which is integrated with our enterprise crisis management framework.

One of the primary responsibilities of the Board is to ensure that West has the appropriate Management to execute our long-term strategy. Our Corporate Governance Principles state the Board must plan for succession with respect to the CEO and monitor Management's succession planning for other key executives. In fulfilling this duty, the Board, together with the CEO and Chief Human Resources Officer ("CHRO"), reviews at least annually, the development and retention plans of senior Management talent as well as succession plans for the CEO and other senior Management positions.

During these reviews, the Board discusses:

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Management performance



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Strengths and developmental opportunities needed to prepare senior leaders for greater responsibilities



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Potential internal development job changes



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Succession plans including leadership pipeline, development plans and timelines



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Diversity of leadership and pipeline candidates



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Detailed assessment of the members of the executive leadership team who potentially could succeed the CEO. This review includes a discussion about development plans to help prepare each individual for future succession.

In addition, our CEO has as an annual goal for the development of senior leaders and the maintenance of the global succession plan for key positions within the Company. To that end, detailed succession and contingency plans in the event the CEO becomes unable to serve for any reason are in place. These plans are reviewed annually by the NCGC and discussed with the Board. Finally, throughout the year, Board members are exposed to leadership pipeline candidates through Management presentations, roundtable discussions and informal meetings to assess the depth of our leadership pipeline.

In assessing the performance of our CEO, the independent directors engage in a robust assessment process that is managed throughout the year and culminates in a formal annual performance review. The assessment includes the following:

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Independent directors approve the CEO annual business objectives consisting of both qualitative and quantitative progress against the pillars of our enterprise strategy including: Customer Experience, Operational Effectiveness, Products and Services Expansion, Enterprise Capabilities, People and Culture, and Financial Goals



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A comprehensive analysis is undertaken by our Compensation Committee's independent consultant on the robustness of West's financial targets compared against the performance of the peer companies in our Business Segment Group (more

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details can be found in the "Compensation Discussion and Analysis" section under the "External Benchmarking" heading later in this Proxy Statement)

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Each quarter, the independent directors review the progress made against each objective via a CEO scorecard where the CEO undertakes a self-assessment of performance against the approved annual objectives



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Annual anonymous evaluation of the CEO's individual performance by the independent directors on numerous factors, including leadership, strategic planning, financial performance, team member development and engagement, external and internal relations, and interactions with the Board



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An analysis of West's total performance over a multi-year period, a competitive benchmark analysis and other relevant information is submitted to the independent directors

Working with the Compensation Committee's independent compensation consultant, the Chair of the Compensation Committee considers all this information in developing its recommendations for compensation, as discussed below in our "Compensation Discussion and Analysis."

As a leader in our industry, we recognize our responsibility to conduct business in a sustainable manner and strive to be a good corporate citizen. Our Board helps to shape and monitor Management's approach to material sustainability factors that impact our business. Our recent Corporate Responsibility efforts include six key areas of focus: Health and Safety, Quality, Compliance and Ethics, Diversity and Inclusion, Philanthropy and Environmental Sustainability. West's Management routinely reviews materials published by our shareholders and key customers and directly engages with these same stakeholders on key ESG topics. Management reports directly to the Board regarding our progress concerning ESG initiatives with direct oversight by each Committee within its areas of applicable responsibility.

We have received multiple awards for our Corporate Responsibility efforts this year, including recognition in Barron's as a Top 25 Performer of the 100 Most Sustainable Companies in America and in Investor's Business Daily, where West ranked fourth among the Top 50 Best ESG Companies. Detailed below is a brief overview of our progress, which is generally made available in May on our website at www.westpharma.com/about-west/corporate-responsibility. As noted above, that information is included for reference in this Proxy Statement, but not deemed filed. Our goals which were re-established in 2019 after meeting and exceeding prior goals, align with our Company's strategy as well as with the United Nations Sustainable Development Goals. As a measure of continuous improvement, West has increased disclosure regarding ESG issues over the past several years and aspires to continue to expand our public reporting in this area. Additional achievements are highlighted on the back page of this Proxy Statement.

Health and Safety.    Providing a healthy and safe environment for our team members is a fundamental responsibility for Management. We have continued to develop and implement new safety protocols and procedures to create a culture of safety, which incorporates behavior-based training and observations. We consistently aim to have a zero-injury workplace and monitor our progress to that goal, which has resulted in a reduction of injuries over the past four years by more than 66%. In 2021, our goal is to continue to examine and track a number of factors, most of which are keyed to leading indicator metrics, in an effort to stay in front of the trends in the safety cycle and implement measures to intervene early to continuously improve our safety culture.

Quality.    At West, we are committed to safeguarding the health and safety of patients who use our products and services. We provide high-quality products that are designed to be safe and effective for their intended use. Quality product and system controls are designed to ensure compliance with our high standards and applicable FDA current Good Manufacturing Practices and the International Organization for Standardization standards and regulatory requirements. West utilizes customer feedback and in-process manufacturing data to improve processes and product performance. The Company continues to deliver industry-leading quality levels every year. We have established aggressive measurable goals to achieve by 2023, which target reductions in manufacturing defects, out-of-scope customer complaints and costs of poor quality while also increasing customer response rate.

Compliance & Ethics.    Our Compliance and Ethics program is designed to hold ourselves to the highest standards of quality, integrity and respect as outlined in our Code of Business Conduct ("COBC"), described later in this Proxy Statement. The program is supported by our education and training program led by our Chief Compliance Officer, and our annual Compliance Week awareness efforts. West also has significantly enhanced its data privacy efforts and emphasized the importance of speaking up, which is an inherent part of our open-door culture.

Diversity and Inclusion.    As discussed above, we strive to create and maintain a workplace rich with diverse people, talent and ideas, and to create an inclusive environment for all team members to succeed. We have increased awareness, adopted

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affirmative action programs to identify any gaps, and strengthened programs and policies, which includes a global anti-discrimination and anti-harassment policy. We also maintain team member resource groups to support our culture of respect and inclusion, and have restructured our talent development programs with an increased emphasis on diversity and inclusion issues. Our diversity and inclusion goals for the next five years include aiming to increase our ability to attract, develop, and retain underrepresented talent at all levels of the organization, with a particular focus on women and deepening our cultural competence to enhance inclusivity in the workplace.

Philanthropy.    West has long-placed importance in supporting charities, particularly as they relate to children, people with disabilities, healthcare and Science Technology Engineering and Math ("STEM") education in the communities where our team members live and work. In addition, in 2020, West directed funding to nonprofits specifically working to address racial equality and injustice. In 2020, charitable giving by the Company, our team members and the Herman O. West Foundation totaled approximately $3.5 million. Despite the COVID-19 pandemic, we safely recorded more than 450 hours of volunteerism by our team members across our global sites. In the fifth year of our annual food drive, we collected 19,000 pounds of food, and we donated over $500,000 to organizations in critical need due to the COVID-19 pandemic. West is striving for 100% participation by our team members in our philanthropic endeavors by 2023.

Environmental Sustainability.    We strive to be stewards of a sustainable future by factoring environmental considerations into our decision making for raw materials, production processes and distribution methods. We exceeded our emissions, energy and water intensity goals established in 2013 for 2020 and reset them in 2019. We have significantly increased the recycling of our waste while reducing our energy and water consumption year-over-year. Nevertheless, we have set even more ambitious goals which we hope will improve our energy efficiency (by 15%), reduce absolute emissions (by 10%) and reduce water consumption (by 10%) by 2023, while striving to reduce landfill waste by 90% over that same time period

We actively foster an inclusive and collaborative culture for our team members where different views and perspectives are welcomed and valued. We are convinced that this approach brings forth innovation, learning and growth for our team members on a global basis. The CEO and the executive team members review diversity and inclusion objectives throughout the year to ensure continuous focus and improvement and are developing metrics to ensure progress towards our aspirational goals. As of December 31, 2020, five members of West's Senior Leadership Team are women and/or People of Color. Our focus on talent acquisition, performance management, resource planning, and leadership assessment are strongly aligned with our diversity and inclusion strategies. Each quarter, our Board reviews West's human capital metrics, such as hiring, attrition and diversity data via an HR dashboard which is also used to focus our annual talent review.

West is committed to providing fair and competitive compensation and benefits programs to attract, retain and reward high-performing team members at all levels. We offer a comprehensive total rewards program to support the health, financial and home-life needs of our team members. Total Rewards at West are defined as the value of the compensation and benefits programs offered to team members, which aim to reflect the value of the job and the contribution of the individual, while linking team members' performance to business and personal results. Based on country of employment, West may provide health care and retirement savings programs as well as paid time off, flexible work schedules and a global Employee Assistance Program.

West's commitment to the safety of our teams starts at the top and is driven throughout our business by every level of management and by every team member across the globe. In 2020, West formed a Health, Safety and Environment ("HSE") Executive Council consisting of leaders across our operations team to monitor and guide our HSE process. West's global HSE Team is also a critical component in leading the safety efforts at our sites. Our HSE focus can also be seen in our proactive global response to the COVID-19 pandemic which includes training and active screening of team members for COVID-19 illness; enhanced gowning and cleaning protocols at all locations; mask requirements for all team members, vendors and contractors; eliminating all non-critical international and domestic business travel; requiring administrative and support personnel to work-from-home; modifying production operations to facilitate social distancing; and regular communications regarding COVID-19 protocols, precautions and information for both on and off the job use.

Our Board considers its relationship with our shareholders to be important for effective corporate governance. To ensure that the Board considers shareholder views on compensation, corporate governance, corporate responsibility, and other significant matters, we maintain an active shareholder engagement program. Throughout the year, Management meets with our actively-managed, institutional shareholders, which own a majority of our shares. At every Board meeting, Management discusses topics raised by our shareholders and solicits Board input.

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One area of focus for us and our shareholders is the alignment of pay and performance in a manner that enhances shareholder value. Our shareholders have historically expressed support for our performance goals and metrics. Additionally, Management continues to hear our shareholders express support for our corporate governance framework, Board membership and Board policies, including our tenure policies. Shareholder interest in environmental, social and governance matters has led to educational sessions with our Board of Directors, review of our programs by third-party experts, as well as additional disclosures and progress in those areas with the Board's oversight. Many large shareholders continue to indicate that our progress and programs on ESG issues are commendable.

You may communicate with the Chair of the Board or the independent directors as a group by sending a letter addressed to the Board of Directors, c/o Corporate Secretary, West Pharmaceutical Services, Inc., 530 Herman O. West Drive, Exton, Pennsylvania 19341. Communications to a particular director should be addressed to that director at the same address. Our Corporate Secretary maintains a log of all communications received through this process. Communications to specific directors are forwarded to those directors. All other communications are given directly to the Chair of the Board who decides whether they should be forwarded to a Board committee or to Management for further handling.

The Board believes shareholders are best served by Board members who are well versed in corporate governance principles and other subject matters relevant to board service. The Board arranges for a series of annual educational presentations on its calendar. During 2020, we held several education sessions including information on the impact of the COVID-19 pandemic, cybersecurity, and compliance and ethics. Also, to encourage continuing director education, all directors may attend any director education programs they consider appropriate to stay informed about developments in corporate governance and the markets we serve. The Company reimburses directors for the reasonable costs of attending director education programs.

The Board also works with Management to ensure that new directors are onboarded through a robust process. The onboarding process includes educational meetings with all officers and other critical members of senior Management who provide insight into the Company's business, strategy and culture; the Board and its Committees; Company policies; and fiduciary and legal obligations. All directors have access to online resources maintained by the Company which includes key charters, policies, procedures, principles, corporate governance documents, and similar information. Additionally, all directors are provided access to analyst reports, press releases and investor presentations.

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CORPORATE GOVERNANCE DOCUMENTS AND POLICIES    

Our principal governance documents are our Corporate Governance Principles, Board Committee charters, director qualification standards, including our Independence Standards and Code of Business Conduct. Aspects of our governance documents are summarized below. We encourage our shareholders to read our governance documents, as they present a comprehensive picture of how the Board addresses its governance responsibilities to ensure our vitality and success. The documents are available in the "Investors—Corporate Governance" section of our website at www.westpharma.com and copies of these documents may be requested by writing to our Corporate Secretary, West Pharmaceutical Services, Inc., 530 Herman O. West Drive, Exton, PA 19341.

Our Board has adopted Corporate Governance Principles to provide guidance to our Board and its committees on their respective roles, director qualifications and duties, Board and committee composition, organization, and leadership. Our Nominating and Corporate Governance Committee reviews our Corporate Governance Principles annually to ensure they meet best practices in corporate governance. In 2020, the Committee confirmed that the Corporate Governance Principles address our current and long-term business needs and expanded upon our commitment to creating a corporate culture of respect and integrity and enhanced our sections on diversity and inclusion. Our Corporate Governance Principles address, among other things:

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Statements of the Board's commitment to high ethical standards and principles of fair dealing



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The requirement to hold separate executive sessions of the independent directors



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The importance of robust executive succession planning and the role of directors in succession planning



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The Board's policy on setting director compensation and director share-ownership guidelines



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Guidelines on Board organization and leadership, including the number and structure of committees and qualifications of committee members



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The importance of diversity, inclusion and a diverse mix of backgrounds to the Company's long-term business needs



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Ensuring processes are in place for maintaining an ethical corporate culture that is communicated and embraced by our team members and business partners.



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Guidelines on outside board memberships



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Policies on making charitable contributions and prohibition of political contributions



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Policies on access to Management



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Requirements for fostering leadership development by senior executives



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Statements of our executive compensation philosophy and our independent auditor standards



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Director orientation and education



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Assessments of Board and Committee performance to determine their effectiveness

All our team members, officers and directors are required to comply with our Code of Business Conduct as a condition of employment or service. The COBC provides guidance on fundamental ethical and compliance-related principles and practices such as: accurate accounting records and financial reporting; avoiding conflicts of interest; diversity, equal opportunities and respect in the workplace; environment, health and safety; protection and proper use of property and information; and compliance with legal and regulatory requirements. The Board reviews the COBC regularly to ensure effectiveness and approved revisions in 2020 to enhance the sections on sexual harassment and human rights. The Board has adopted a comprehensive Compliance and Ethics Program, which was modernized and enhanced with a restatement in July 2020 to align with the U.S. Department of Justice's guidance on the evaluation of corporate compliance programs.

Additionally, the Board has adopted a Supply Chain Policy Statement, as required under the laws of the United Kingdom, which are similar to those in California. This Supply Chain Statement indicates West's compliance with various acts and reaffirms our

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commitment to the Pharmaceutical Supply Chain Initiative ("PSCI"). PSCI supports the efforts of pharmaceutical suppliers to meet industry expectations with respect to ethics, labor, health and safety, environmental, and management systems, including a prohibition against the use of forced, bonded or indentured labor. These commitments are also reflected in our Business Partner Code of Conduct. Both codes are available here: www.westpharma.com/about-west/corporate-responsibility/compliance-and-ethics. Susan A. Morris is our Chief Compliance Officer and reports directly to the Audit Committee of the Board on all compliance matters. Ms. Morris trains the Board on compliance matters and delivers regular reports on program developments and initiatives to the Audit Committee and no less than annually to the full Board.

Our Board has adopted a formal set of categorical Independence Standards. The Independence Standards meet or exceed the independence requirements of the NYSE corporate governance listing standards. Under the Independence Standards, a director must have no material relationship with us other than as a director. The Independence Standards specify the criteria for determining director independence, including strict guidelines for directors and their immediate families regarding employment or affiliation with us, members of our senior Management or their affiliates. The full text of the Independence Standards may be found under the "Investors—Corporate Governance" section on our website at www.westpharma.com.

The NCGC undertook its annual review of director independence in February 2021. As a result of this review, the NCGC recommended and the full Board concurred that no revision of the Independence Standards was required. Subsequently, the Board considered whether any relationships described under the Independence Standards between the Company and each individual director existed. The Board affirmatively determined that each of its non-employee directors is independent of the Company and Management as defined under the Independence Standards.

The Board has adopted written policies and procedures relating to the Nominating and Corporate Governance Committee's review and approval of transactions with related persons that are required to be disclosed in proxy statements under SEC regulations. A "related person" includes our directors, officers, 5% shareholders, and their immediate family members.

Under these policies, the NCGC reviews the material facts of all related-person transactions, determines whether the related person has a material interest in the transaction and may approve, ratify, rescind, or take other actions.

In approving a transaction, the Committee will consider, among other factors, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person's interest in the transaction.

The Committee reviews and pre-approves certain types of related person transactions, including certain transactions with companies at which the related person is an employee only, and charitable contributions that would not disqualify a director's independent status. The policy and procedures can be found in the "Investors—Corporate Governance" section of our website, www.westpharma.com.

We have no related person transactions required to be reported under applicable SEC rules.

While we encourage directors, officers and team members to become involved in the political process in their individual capacity, including personal contributions to political campaigns, no West team member or director may conduct personal political activity on Company time or use Company funds, property or equipment for political activities. We prohibit the use of Company funds and assets to support political candidates, parties or ballot measures. As a Company, we comply with the laws related to contributing to, directly or indirectly, political organizations and government officials where appropriate. Under our Corporate Governance Principles, the Board is responsible for overseeing the process used by the Company to ensure the Company's policy prohibiting political contributions is effectively implemented. During 2020, engagements with the government were largely focused on ensuring the support needed in connection with our critical role in the COVID-19 vaccine, therapeutics and testing supply chain, including our participation in the U.S. government's Operation Warp Speed.

The Company made no political contributions in 2020 but does hold membership in recognized and reputable industry groups that may conduct lobbying activities. West supports trade associations to advance collaborative approaches to problems faced by companies engaged in the same industries that we are in, but our support does not extend to use of our funds to support any candidate, party or ballot measure. We also monitor the major policy positions taken by these associations to ensure they are consistent with our positions.

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We prohibit directors, officers and team members from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, which would allow them to continue to own our common stock, but without the full risks and rewards of ownership. We also prohibit directors, executive officers and other senior team members from engaging in pledging or hypothecating our securities as collateral for a loan without demonstrating to the General Counsel that a director or officer has the financial capacity to repay the loan. It is expected that this exception would be permitted only in exceedingly rare circumstances. No pledging is permitted to cover margin debt. Additionally, no West securities may be held in a margin account by directors or officers because there is a risk of the shares being sold without consent. Directors and officers are prohibited from engaging in short sales or other short-position transactions in West securities as well.

Directors.    To encourage significant share ownership by our directors and further align their interests with the interests of our shareholders, directors are expected to acquire within three years of appointment, and to retain during their Board tenure, shares of our common stock equal in value to at least five times their annual retainer. The directors elected prior to 2020 meet this requirement, including directors who are still within the initial three-year period. Mr. Friel, who was appointed in February 2020, has not yet met the ownership goal, but is expected to do so during the required period.

Officers.    Share ownership goals further align an officer's interests with those of our shareholders and encourage a long-term focus. Within five years of attaining their position, all executive officers must acquire shares of common stock with a value equal to designated multiples of their base salary. The Compensation Committee established a goal of six times base salary for the CEO and two times base salary for all other executive officers. A full description of the officer share ownership requirements can be found in our "Compensation Discussion and Analysis."

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     STOCK OWNERSHIP

The table below shows the number of shares of our common stock beneficially owned as of March 9, 2021, by each of our directors, each NEO and all current directors and executive officers as a group. For executive officers, in addition to shares owned directly, the number of shares includes: (a) vested shares held in participant accounts under our 401(k) plan, Nonqualified Deferred Compensation Plan for Designated Employees ("Employee Deferred Compensation Plan") and Employee Stock Purchase Plan; and, (b) time-vested restricted stock and Restricted Stock Units ("RSUs") held in various incentive plan accounts, unless receipt of those shares has been deferred. For non-employee directors, in addition to shares owned directly, the common stock column includes vested deferred stock and stock-settled stock units awarded under the Nonqualified Deferred Compensation Plan for Non-Employee Directors ("Director Deferred Compensation Plan").

* Less than one percent of outstanding shares.

26   |   2021 Annual Meeting and Proxy Statement

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STOCK OWNERSHIP    

Based on a review of filings with the SEC, we have determined that the persons listed below hold more than 5% of the outstanding shares of our common stock as of March 9, 2021. Unless otherwise stated, each holder has sole voting and dispositive power over the shares listed. Percent of class information based on public filings, which are stated as of December 31, 2020.

2021 Annual Meeting and Proxy Statement   |   27

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     DIRECTOR COMPENSATION

Our Director compensation structure is reviewed annually by the Board in consultation with Pay Governance LLC ("Pay Governance"), our independent compensation consultant. Modifications to some Committee and Board chair fees, and an increase in the annual equity award was made in 2019. No changes were suggested to be effective in 2020. The compensation structure in effect for 2020 is set forth below: