West Pharmaceutical Services : 2024 Proxy

2 0 2 4 P R O X Y S TAT E M E N T

CEO Letter

Dear Shareholders:

West celebrated a significant milestone in 2023-our 100th year in business-an accomplishment achieved by only a few select companies. This milestone provided our Company the opportunity to reflect on our rich history and the impact we have made through the relentless pursuit of our purpose to improve patient lives through the packaging and delivery of injectable therapies. Looking ahead to the next century, West is well positioned to not only sustain but enhance our critical role in healthcare as we continue to work by the side of our customers to serve the patients who rely on our products and services.

We had strong 2023 base organic sales growth, excluding the headwinds from lower pandemic-related sales, led by high- value product components and device and contract manufacturing. Our overall 2023 net sales of $2.95 billion was driven by 1.6% organic net sales growth. We continued our capital investments across our manufacturing network with $362.0 million spent on capital expenditures in 2023, driving our capacity capabilities and helping to meet the increased needs of our customers. Our ongoing success can be attributed to our proven growth strategy and the strength of our One West team, who I would like to thank for their dedication and commitment to our mission.

As we look to the future, we are making significant capital investments in our already strong global operations footprint to enable additional capacity for the increased customer demand. In February, we opened a new research and development lab in Radnor, Pennsylvania, where our research focus will expand to include containment and systems for advanced therapies and biomaterials, alongside development and testing for elastomer-glass systems, containment and packaging options. These investments, together with a strong and growing portfolio of products and services, will fuel organic sales growth and margin expansion, allowing West to reach more patients and deliver value back to shareholders.

Our commitment to responsible business practices remains steadfast and I am proud to report that West has once again been recognized for our Environmental, Social and Governance ("ESG") business practices with accolades from USA Today, naming West one of America's Climate Leaders and Newsweek, listing West as one of America's Most Responsible Companies. In partnership with our customers and suppliers, we continue to evolve our environmental targets as we solve ESG challenges together. Our progress and the newly set six priorities of our strategy will be outlined in our annual ESG Report later this year.

As in years past, the Management team, in collaboration with the Board of Directors, continues to uphold our commitment to aligning team performance with compensation and awards. Our transparent pay-for-performance plans for our executives has continued to receive more than 95 percent support from you, our shareholders, as detailed in this Proxy Statement.

Over the course of our 100 years in business, we have grown from manufacturing rubber and plastic solutions to designing and producing smart medical systems, critical to the delivery of today's most advanced injectable therapies. As a global market leader, West is defining the evolution of an industry that will continue to bring about a healthier world for the patients we serve. We remain grateful to all our shareholders who have supported West along the way and to those

who join us in looking forward to West's future.

Eric M. Green

President, Chief Executive Officer and Chair of the Board

West Pharmaceutical Services, Inc.

Notice of 2024 Annual Meeting

530 Herman O. West Drive

Exton, Pennsylvania 19341

March 13, 2024

The 2024 Annual Meeting of Shareholders of West Pharmaceutical Services, Inc. will be held by live webcast on:

Tuesday, April 23, 2024

9:30 AM, Eastern Daylight Time

To participate in the virtual Annual Meeting or to vote in that meeting, shareholders must enter the 16-digit digital control number found on their individualized proxy cards at the meeting specific website

www.virtualshareholdermeeting.com/WST2024

on the day of the meeting. Online access to the webcast will open 15 minutes prior to the start of the meeting. We encourage you to log on early. Additionally, shareholders participating in the Annual Meeting via the webcast may submit questions through the virtual meeting platform by following the instructions described in this Proxy Statement and on the website.

The scheduled items of business are:

1. Election of nominees named in the Proxy Statement as directors, each for a term of one year or until their successor is appointed or elected
2. Consideration of an advisory vote to approve Named Executive Officer compensation
3. Amend and Restate Our Amended and Restated Articles of Incorporation ("Articles") to Eliminate Supermajority Voting Requirement
4. Amend and Restate Our Articles to Eliminate Supermajority Voting Requirement
5. Ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for 2024
6. Shareholder proposal entitled "Simple Majority Vote"

Please note, Proposal 6 is subject to a No-Action Letter request and will not be presented at the shareholder meeting if the SEC rules in our favor. We will also transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

Shareholders of record of West common stock at the close of business on February 28, 2024 are entitled to notice of, and to vote at, the meeting and any postponements or adjournments thereof.

Kimberly B. MacKay

Sr. Vice President, General Counsel

and Corporate Secretary

Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting on April 23, 2024

This Notice of Annual Meeting and Proxy Statement ("Notice") and the 2023 Annual Report on Form 10-K ("2023 Annual Report") are available on our website at: www.westpharma.com/investors

Your Vote is Important

Please vote as promptly as possible electronically via the Internet or by completing, signing, dating and returning the proxy card or voting instruction card.

Table of Contents

Proxy Summary	1
Election of Directors	7
Director Nominations, Skills and Criteria	7
Board Commitment to Diversity and Inclusion	9
Board Refreshment and Retirement Age	9
Board Evaluation Process	10
Proposal 1-Election of Directors	11
Director Nominee Biographies	12
Board and Director Information and Policies	23
Board Leadership Structure	23
Chair of the Board of Directors	24
Lead Independent Director	24
Committees	25
The Board's Role in Risk Oversight	28
Executive Officer Succession Planning	29
CEO Evaluation Process	30
Environmental, Social and Governance Responsibilities	31
Human Capital Management	33
2023 Shareholder Engagement	33
Communicating with the Board	34
Director Education and Onboarding	34
Corporate Governance Documents and Policies	35
Corporate Governance Principles	35
Ethics and Code of Conduct	36
Director Independence	36
Related Person Transactions and Procedures	36
Political Contributions and Lobbying	37
Anti-Hedging and Pledging Policies	37
Share Ownership Goals	37
Stock Ownership	38
Director Compensation	40
2023 Non-Employee Director Compensation	40
Director Deferred Compensation Plan	41
Compensation Committee Report	43
Compensation Discussion and Analysis	44
Executive Summary: 2023 Performance at a Glance	44
Governance and Compensation	45
Say-on-Pay	46
Executive Compensation Program Design	47
Factors Used in the Compensation Process	49
Business Segment Group	51
Impact of Business Results on our 2023 Incentive Plans	56
Incentive Compensation: Important Facts about Our Incentive Targets	52
Our Annual Incentive Compensation	53
Financial Measures and Adjustments	54
2023 Consolidated Performance	55
Our Long-Term Equity Incentive Compensation	56
2023 Compensation Decisions	57
Other Compensation Practices	59
Compensation Tables	62
2023 Summary Compensation	62
2023 Grant of Plan-Based Awards	64
Outstanding Equity Awards at Year-End 2023	65
2023 Option Exercises and Stock Vested	66
2023 Pension Benefits	67
2023 Nonqualified Deferred Compensation	67
Payments on Disability	68

Payments on Death	68
Estimated Payments Following Termination	69
Estimated Additional Severance Payments	69
Payments on Termination in Connection with a Change-in-Control	70
CEO Pay Ratio	73
Pay Versus Performance	73
Proposal 2-Advisory Vote to Approve Named Executive Officer Compensation	77
Independent Auditors and Fees	78
Audit Committee Report	79
Proposal 3-Amend and Restate Our Amended and Restated Articles of Incorporation to Eliminate
Supermajority Transaction Requirement	80
Proposal 4-Amend and Restate Our Amended and Restated Articles of Incorporation to Eliminate
Supermajority Amendment Requirement	81
Proposal 5-Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent
Registered Public Accounting Firm	82
Proposal 6-Shareholder Proposal Entitled "Simple Majority Vote"	83
Voting and Other Information	85
APPENDIX 1 - Proposed Changes to Amended and Restated Articles of Incorporation	A-1

PROXY SUMMARY

Proxy Summary

Below is a summary of important information you will find in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Summary of Shareholder Voting Matters

Our Board of Directors is soliciting your vote on matters that will be presented at our 2024 Annual Meeting of Shareholders and at any adjournment or postponement thereof. This Proxy Statement contains information to assist you in voting your shares.

The Notice, the accompanying proxy card or voting instruction card and our 2023 Annual Report, including our annual report wrap, are being mailed starting on or about March 13, 2024.

			Recommended
Proposal 1: Election of Directors	Page 11	✔ FOR
Mark A. Buthman	Deborah L. V. Keller		Each Nominee
William F. Feehery	Myla P. Lai-Goldman
Robert F. Friel	Stephen H. Lockhart
Eric M. Green	Douglas A. Michels
Thomas W. Hofmann	Paolo Pucci
Molly E. Joseph
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation	Page 77	✔ FOR
Proposal 3: Amend and Restate Our Amended and Restated Articles of Incorporation to	Page 80	✔ FOR
Eliminate Supermajority Transaction Requirement
Proposal 4: Amend and Restate Our Amended and Restated Articles of Incorporation to	Page 81	✔ FOR
Eliminate Supermajority Amendment Requirement
Proposal 5: Ratification of the Appointment of PricewaterhouseCoopers LLP as our	Page 82	✔ FOR
Independent Registered Public Accounting Firm for 2024
Proposal 6: Shareholder Proposal entitled "Simple Majority Vote"	Page 83	X AGAINST

2023 Business Highlights*

The pillars of our Company's market-led approach, global operations and One West philosophy have served as the foundation to our success in 2023 both in net sales growth and operating cash flow. We continue to see favorable trends in the pharmaceutical and biotech industries that enable the Company to pursue its long-term growth strategy and fulfill our vision for the future, including:

• • Biotechnology continues to be a promising source of therapies and products for patient care, requiring specialized packaging and delivery solutions due to the sensitive nature of these large molecules. We maintain a high participation rate in providing primary containment components for approved new molecular entities, especially large-molecule injectable drugs.
• Certain forward-looking statements are included in this Proxy Statement. They use such words as "will," "continue," "estimate," "expect," "looking to the future," and other similar terminology. These statements reflect Management's current expectations regarding future events and operating performance and speak only as of the date of this document. These statements are based on Management's beliefs and assumptions, current expectations, estimates, and forecasts. There are many factors that can influence the Company's future results that are beyond the ability of the Company to control or predict. Because of these known or unknown risks or uncertainties, actual results could differ materially from past results and those expressed or implied in any forward-looking statement. For a description of factors that could cause the Company's future results to differ from those expressed in any such forward-looking statements, see Item 1A, entitled "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and as revised or supplemented by our quarterly reports on Form 10-Q or Form 8-K. Except as required by law or regulation, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

2024 Annual Meeting and Proxy Statement | 1

PROXY SUMMARY

• The regulatory landscape is evolving with global regulatory bodies updating guidance on review and approval protocols of newer, self-administered combination products with increased attention on quality and documentation.
• Ongoing research of subcutaneous administration, as an alternative to intravenous administration, prompted by its cost-effectiveness and increased patient adherence, provides more opportunities to develop self-administration technology that places easy-to-use delivery systems in the hands of patients.

Each year, we have seen growing interest and demand for our high value product offerings, delivery device platforms and services. Customers are turning to West for our scientific expertise and insight into the regulatory landscape that governs our industry. This expertise helps us to build positive relationships with our customers. In 2023, we reported:

• Full-year2023 net sales of $2.950 billion, a 2.2% increase; organic net sales growth of 1.6%; currency translation increased net sales growth by 100 basis points
• Full-year2023 reported-diluted EPS of $7.88, an increase of 1.9%, and full-year 2023 adjusted-diluted EPS of $8.08 decreased 5.8%
• Full-year2023 operating profit margin of 22.9%, a decline of 250 basis points, and full-year 2023 adjusted operating profit margin of 23.4%, a decline of 300 basis points
• Full-year2023 operating cash flow was $776.5 million, an increase of 7.3%; capital expenditures were $362.0 million, compared to $284.6 million over the same period last year, and represented 12.3% of full-year 2023 net sales; free cash flow (operating cash flow minus capital expenditures) was $414.5 million, a decrease of 5.7%

Long-Term Shareholder Return

Examining our results over the past five years, West has consistently delivered against its objectives, posting long-term sales growth and EPS improvements. The Company has outperformed both the S&P 500 Index and S&P 500 Health Care Index in Total Shareholder Return ("TSR") during this same period.

Constant Currency			$2.95
CAGR 13.3%				Billion
Reported
CAGR 12.5%
$1.84
Billion
2019	2020	2021	2022	2023

NET SALES

Adjusted Diluted EPS	$8.08	$600
$550
CAGR 25.7%
					$500
					$450
					$400
					$350
					$300
					$250
$3.24					$200
					$150
					$100
					$50
					2018 2019 2020 2021 2022 2023
					NYSE: WST
					S&P 500
2019	2020	2021	2022	2023	S&P 500 Healthcare
Comparison of Cumulative
Adjusted-Diluted EPS1
Five-Year Total Return2

(Non-U.S. GAAP)

(Dec. 31, 2018 - Dec. 31, 2023)

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PROXY SUMMARY

9%

Net Sales by

19%

Net Sales by

19%

46%

GEOGRAPHIC 45%

10%

PRODUCT

50% 24%

MARKET

LOCATION

CATEGORY

21%

GROUP

20%

Americas

Europe, Middle East, Africa

Asia Pacific

PROPRIETARY PRODUCTS	High-Value Product Components	PROPRIETARY PRODUCTS
Standard Packaging
	High-Value Product Delivery
	Devices
	Contract-Manufactured
	Products3

Biologics

Generics

Pharma

Contract-Manufactured

Products3

1. Please refer to our 2023 Form 10-K, February 15, 2024 Earnings Release on Form 8-K and prior year earnings releases for the reconciliation of Non-U.S. GAAP financial measures.
2. Sources: IR Insight
3. Non-proprietaryproducts

2024 Annual Meeting and Proxy Statement | 3

PROXY SUMMARY

Our Director Nominees

You are being asked to vote on the directors nominated on page 11.

All directors are elected annually by a majority of votes cast, except in the case of a contested election where the number of nominees exceeds the number of open positions, in which case plurality voting is used. The chart below summarizes some key characteristics of the members of our Board of Directors. All data is as of March 13, 2024. Detailed information about each director's background and areas of expertise can be found beginning on page 11.

Skills

Buthman

Feehery

Friel

Green

Hofmann

Joseph

Keller

Lai

-

Goldman

Lockhart

Michels

Pucci

Corporate Development
Executive Leadership
Financial Expertise
Global Supply Chain & Operations
Healthcare Industry
International Experience
Marketing Strategy
Regulatory/Drug Development
Science & Technology

Background

Independent
Age	63	53	68	54	72	50	61	66	65	67	62
Gender	M	M	M	M	M	F	F	F	M	M	M
Tenure	13	12	4	9	17	3	7	10	2	13	8

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