https://www.avient.com/sites/default/files/2024-05/4b - Governance and Corporate Responsibility Committee Charter.Feb_. 2024.v1.1.Final_.pdf
Evaluate Incumbent Directors
Evaluate the independence of each non-employee director and recommend to the Board
whether each non-employee director is independent
Evaluate Resignations of Directors
https://www.avient.com/sites/default/files/2025-04/Governance and Corporate Responsibility Charter March 2025 Final and Approved.pdf
Evaluate Incumbent Directors.
Evaluate the independence of each non-employee director and recommend to the Board
whether each non-employee director is independent.
Evaluate Resignations of Directors.
https://www.avient.com/sites/default/files/resources/Proxy%2520Statement%2520for%2520Web%2520Hosting.pd_.pdf
Attending and Voting at the Annual Meeting
Company Operating Performance
Our Company Culture
Impact of Our Performance on Named Executive Officer 2018 Compensation
Annual Incentive Plan
2018 Annual Incentive Program Payouts
Named Executive Officer
2018
Target Opportunity ($) Payout (%) Payout ($)
Long-Term Incentive Program
2016 – 2018 Cash-Settled Performance Units
Performance Measure: Adjusted EPS
Performance Periods Weighting Target Result Payout %
Our Director Nominees and Committee Membership
Name Age Director
Since
Principal
Position
Notable Skills and
Experiences
Independent Committee Membership*
(M=Member, C=Chair)
AC CC N&GC EH&SC
Name Age Director
Since
Principal
Position
Notable Skills and
Experiences
Independent Committee Membership*
(M=Member, C=Chair)
AC CC N&GC EH&SC
Average Tenure Average Age Gender Diversity
5.25 59 30%
Governance Highlights
Director Independence
Independent Lead Director
Board Oversight of Risk Management
Stock Ownership Requirements
Board Practices
PROXY STATEMENT
POLYONE CORPORATION
PolyOne Center
33587 Walker Road
Avon Lake, Ohio 44012
PROXY STATEMENT
Dated March 28, 2019
PROPOSAL 1 — ELECTION OF BOARD OF DIRECTORS
Our Board recommends a vote FOR
all the nominees listed below.
Abernathy Qualifications, Attributes, Skills and Experience:
Former Directorships:
Director since:
Richard H.
Independent Registered Public Accountant Services and Related Fee Arrangements
Report of the Audit Committee
The Audit Committee of
the Board of Directors
Director Independence
Lead Director
Board Leadership Structure
Board’s Oversight of Risk
Code of Ethics, Code of Conduct and Corporate Governance Guidelines
Communication with Board
Board and Committees
Board Attendance
Board Committees
AAudit Committee – Primary Responsibilities and Requirements
MEETINGS IN 2018: 9
Compensation Committee – Primary Responsibilities and Requirements
MEETINGS IN 2018: 5
MEMBERS:
Nominating and Governance Committee – Primary Responsibilities and
Requirements
MEETINGS IN 2018: 4
Environmental, Health and Safety Committee – Primary Responsibilities and
Requirements
MEETINGS IN 2018: 3
Board Refreshment
0%
20%
40%
60%
80%
100%
5 or fewer 6 to 10 More than 10
Years of Service
NON-EMPLOYEE DIRECTOR COMPENSATION
2018 NON-EMPLOYEE DIRECTOR COMPENSATION
Role Annual Cash Retainers
2018 Director Compensation Table
Fees Earned or Paid in Cash
Stock Awards
Total
(1)
NON-EMPLOYEE DIRECTOR COMPENSATION
Fees Earned or Paid in Cash (column (a))
Stock Awards (column (b))
Option Awards Outstanding and Fully-Vested Deferred Shares
Number of Deferred Shares(1)
Beneficial Ownership of Our Common Shares
Owned(1)
Right to Acquire
Shares
Total Beneficial
Ownership
Name and Address
Shares
%
of Shares
Stock Ownership Guidelines for Non-Employee Directors
Section 16(a) Beneficial Ownership Reporting Compliance
Executive Summary
Name Title
How Pay is Tied to Company Performance.
https://www.avient.com/sites/default/files/2024-03/2024 Proxy Statement %28Filed%29.pdf
OUR DIRECTOR NOMINEES AND COMMITTEE MEMBERSHIP
You are being asked to vote on the election of twelve Director nominees.
All Directors stand for election annually
PROXY STATEMENT 2024 | Annual Meeting of Shareholders 15
PROPOSAL 1 — ELECTION OF TWELVE DIRECTOR NOMINEES
TO OUR BOARD OF DIRECTORS
Our Board currently consists of 12 Directors.
https://www.avient.com/sites/default/files/2023-03/2023 Avient Bookmarked Proxy Statement - FINAL.pdf
The independent Directors regularly hold executive sessions, led by the independent Lead
Director.
The Lead Director acts as the key liaison between the independent Directors and Mr.
Awards to Non-Employee Directors.
https://www.avient.com/sites/default/files/resources/PolyOne%25202017%2520Proxy%2520Statement.PDF
Mink as a Director on March 8, 2017.
Lead Director
Our independent Directors meet regularly in executive sessions.
The Lead Director acts as
the key liaison between the independent Directors and Mr.
https://www.avient.com/sites/default/files/2022-05/Compensation Committee Charter (REV 10-2019).pdf
The Committee shall consist of a minimum of three directors.
• The Committee will select a Committee Chair from among its members.
Review and approve the terms of all employment agreements, management continuity
agreements and change in control agreements for elected officers.
3
Non-employee Director Compensation
Review the compensation of non-employee directors and make recommendations to the
Board regarding changes to existing compensation levels.
• Perform administrative functions with respect to the compensation of non-employee
directors, including interpreting existing policy.
• Review and approve (or approve and recommend to the Board for its approval) equity-based
grants and awards to non-employee directors under the Company’s equity-based plans.
https://www.avient.com/sites/default/files/2025-04/Corporate Governance Guidelines. March 2025 - Final and Approved version.pdf
In addition, the Board shall determine that a director is not independent if the director:
A.
No director should serve as a director, officer or employee of a competitor of
the Company.
The presiding director for executive sessions is the Chairman of the
Board, if an independent director, and otherwise is the Lead Director.
https://www.avient.com/sites/default/files/2020-03/2020proxy.pdf
Impact of Our Performance on Named Executive Officer 2019 Compensation
2019 Annual Incentive Program
Name Title
2019 Annual Incentive Program Payouts
Named Executive Officer
2019
Target Opportunity ($) Payout (%) Payout ($)
g
2019 Long-Term Incentive Program
2017 – 2019 Cash-Settled Performance Units
Performance Measure: Adjusted EPS
Performance Periods Weighting Target Result Payout %
Our Director Nominees and Committee Membership
Name Age Director
Since
Principal
Position
Notable Skills and
Experiences
Independent Committee Membership
(M=Member, C=Chair)
AC CC G&CRC* EH&SC
Average Tenure Average Age Gender Diversity
6 60 30%
Name Age Director
Since
Principal
Position
Notable Skills and
Experiences
Independent Committee Membership
(M=Member, C=Chair)
AC CC G&CRC* EH&SC
Governance Highlights
Director Independence
Independent Lead Director
Board Oversight of Risk Management
Stock Ownership Requirements
Board Practices
PROXY STATEMENT
POLYONE CORPORATION
PolyOne Center
33587 Walker Road
Avon Lake, Ohio 44012
PROXY STATEMENT
Dated March 30, 2020
PROPOSAL 1 — ELECTION OF BOARD OF DIRECTORS
Our Board recommends a vote FOR
all the nominees listed below.
Independent Registered Public Accountant Services and Related Fee Arrangements
Report of the Audit Committee
The Audit Committee of
the Board of Directors
CORPORATE GOVERNANCE
Director Independence
Lead Director
Board Leadership Structure
Board’s Oversight of Risk
Code of Ethics, Code of Conduct and Corporate Governance Guidelines
Related Person Transactions
Communication with Board
Board and Committees
Board Attendance
Board Committees
AAudit Committee – Primary Responsibilities and Requirements
NUMBER OF
MEETINGS IN 2019: 8
MEMBERS:
Compensation Committee – Primary Responsibilities and Requirements
NUMBER OF
MEETINGS IN 2019: 5
Governance and Corporate Responsibility Committee – Primary
Responsibilities and Requirements
NUMBER OF
MEETINGS IN 2019: 2
MEMBERS:
Environmental, Health and Safety Committee – Primary Responsibilities and
Requirements
NUMBER OF
MEETINGS IN 2019: 2
Board Refreshment and Diversity
0%
20%
40%
60%
80%
100%
5 or fewer 6 to 10 More than 10
Years of Service
3 of 10 Director nominees
Diversity
NON-EMPLOYEE DIRECTOR COMPENSATION
2019 NON-EMPLOYEE DIRECTOR COMPENSATION
Non-Employee Director Compensation Highlights
Non-Employee Director Retainer and Meeting Fees
Role Annual Cash Retainers
NON-EMPLOYEE DIRECTOR COMPENSATION
2019 Director Compensation Table
Name
Fees Earned or Paid in Cash
Stock Awards
Total
(1)
Fees Earned or Paid in Cash (column (a))
Stock Awards (column (b))
Option Awards Outstanding and Fully-Vested Deferred Shares
Number of Deferred Shares(1)
Beneficial Ownership of Our Common Shares
Number of Shares
Owned(1)
Right to Acquire
Shares
Total Beneficial
Ownership
% of Class(4)
Name and Address
Number of
Common
Shares
%
of Class
Stock Ownership Guidelines for Non-Employee Directors
Delinquent Section 16(a) Reports
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Name Title
How Pay is Tied to Company Performance.
Awards to Non-Employee Directors.
https://www.avient.com/sites/default/files/2022-03/Avient 2022 Proxy Statement.pdf
The independent Directors regularly hold executive sessions, led by the independent Lead
Director.
ELECTION OF BOARD OF DIRECTORS
16 PROXY STATEMENT 2022 | Annual Meeting of Shareholders
PROPOSAL 1 — ELECTION OF TWELVE DIRECTOR NOMINEES
TO OUR BOARD OF DIRECTORS
Our Board currently consists of 12 Directors.
The Lead Director acts as the key liaison between the independent Directors and Mr.