Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No._____)

Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12


AVIENT CORPORATION

(Name of Registrant as Specified in its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


TABLE OF CONTENTS

Message from our CEO			i
Notice of 2022 Annual Meeting of Shareholders			ii
Record Date			ii
Voting Matters and Vote Recommendations			ii
Proxy Statement			1
Proxy Summary			1
Voting and Meeting Information			1
Attendance and Participation			1
Who is Eligible to Vote			1
Advance Voting Methods			2
Voting During the Annual Meeting			2
Questions			3
Company Operating Performance			3
Our Company Culture			4
The 4Ps of Sustainability at Avient			4
Impact of our Performance on Named Executive Officer 2021 Compensation			9
Our Director Nominees and Committee Membership			11
Summary of Director Nominee Skills, Experience and Background			12
Governance Highlights			13
Proposal 1 - Election of Twelve Director Nominees to Our Board of Directors			16
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation			23
Proposal 3 - Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022			25
Independent Registered Public Accountant Services and Related Fee Arrangements			25
Report of the Audit Committee			26
Corporate Governance			28
Director Independence			28
Lead Director			29
Board Leadership Structure			29
Majority Voting for Directors			29
Board Oversight of Risk			29
Board Oversight of ESG and Sustainability Matters			30
Code of Ethics, Code of Conduct and Corporate Governance Guidelines			31


Related Person Transactions			31
Communication with Board			32
Board and Committees			32
Board Refreshment and Diversity			36
2021 Non-Employee Director Compensation			38
Non-Employee Director Compensation Highlights			38
Non-Employee Director Retainer and Meeting Fees			38
2021 Non-Employee Director Compensation Table			39
Option Awards Outstanding and Fully Vested Deferred Shares			40
Ownership of Avient Shares			41
Beneficial Ownership of Our Common Shares			41
Stock Ownership Guidelines for Non-Employee Directors			42
Compensation Discussion and Analysis			43
Executive Summary			43
Executive Compensation Philosophy and Objectives			46
What We Pay and Why: Elements of Compensation			49
Other Aspects of our Compensation Programs			55
Executive Compensation			59
2021 Summary Compensation Table			59
2021 Grants of Plan-Based Awards			61
Outstanding Equity Awards at 2021 Fiscal Year-End			63
2021 Option Exercises and Stock Vested			64
2021 Non Qualified Deferred Compensation			65
Potential Payments Upon Termination or Change of Control			65
CEO Pay Ratio Disclosure			70
Compensation Committee Interlock and Insider Participation			70
Risk Assessment of the Compensation Programs			71
Compensation Committee Report			71
Miscellaneous Provisions			72
Voting at the Meeting			72
Revoking a Proxy			72
Shareholder Proposals			73
Proxy Solicitation			73
Appendix A			A-1


MESSAGE FROM OUR CEO

March 29, 2022

Dear Fellow Shareholder:

We have decided to hold the Annual Meeting virtually because doing so enables greater shareholder attendance and participation from any location around the world, and reduces the cost and environmental impact of the Annual Meeting.

A Notice of the 2022 Annual Meeting of Shareholders and the Proxy Statement follow. Please review this material for information concerning the business to be conducted at the Annual Meeting, including the nominees for election to our Board of Directors.

Your vote is important to us. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted. In advance of the Annual Meeting, please cast your vote through the internet, by telephone, or by mail. Instructions on how to vote are found in the section entitled "Advance Voting Methods" in the Proxy Statement Summary.

I appreciate the strong support of our shareholders over the years and hope that you will be able to attend and participate in this year’s Annual Meeting.

Sincerely,

Robert M. Patterson

Chairman, President and Chief Executive Officer

Avient Corporation

Please refer to the accompanying materials for voting instructions.


NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 12, 2022

9:00 a.m. Eastern Time

To be held online at www.virtualshareholdermeeting.com/AVNT2022

We are pleased to invite you to join our Board of Directors (the "Board"), senior leadership and other associates of Avient Corporation (“Avient” or the “Company”) for the 2022 Annual Meeting of Shareholders (the "Annual Meeting").


RECORD DATE

The Board set March 15, 2022 as the record date for the Annual Meeting and owners of record of common shares of Avient as of the close of business on that date are eligible to:

•Receive this notice of the Annual Meeting; and

•Vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.


VOTING MATTERS AND VOTE RECOMMENDATIONS


Proposals For Your Vote			Board Recommendation
1 Election of twelve director nominees to our Board of Directors			Vote FOR Each Nominee
2 Approval, on an advisory basis, of our Named Executive Officer compensation			Vote FOR
3 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022			Vote FOR

Shareholders will also consider and transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Please ensure that your shares are represented at the Annual Meeting by promptly voting and submitting your proxy by telephone or over the internet, or by completing, signing, dating and returning your proxy card and/or voting instruction card in the enclosed envelope.

March 29, 2022

For the Board of Directors

Lisa K. Kunkle

Senior Vice President, General Counsel & Secretary


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 12, 2022: The proxy statement, proxy card and annual report to shareholders for the fiscal year ended December 31, 2021 are available at our website, www.avient.com, on the “Investor Relations” page.

PROXY SUMMARY

Avient Corporation

33587 Walker Road

Avon Lake, Ohio 44012


PROXY STATEMENT

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors (the “Board”) of Avient Corporation ("Avient," "Avient Corporation," or the “Company”) of proxies to be voted at the Annual Meeting of Shareholders to be held on Thursday, May 12, 2022 (the “Annual Meeting”), and at any adjournments or postponements thereof. We began making our proxy materials available to stockholders on March 29, 2022.


PROXY SUMMARY

This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.


VOTING AND MEETING INFORMATION

Your vote is important to the future of the Company. Please carefully review the proxy materials for the Annual Meeting, which will be held virtually via live webcast on Thursday, May 12, 2022 at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/AVNT2022. Follow the instructions below to cast your vote on all of the voting matters.

We have decided to hold the Annual Meeting virtually again this year because doing so enables greater shareholder attendance and participation from any location around the world, and reduces the cost and environmental impact of the Annual Meeting. We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting.


ATTENDANCE AND PARTICIPATION

Our Annual Meeting will be conducted on the internet via live webcast. You will be able to attend and participate in the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AVNT2022. Shareholders will be able to vote their shares electronically during the Annual Meeting.

Shareholders as of the close of business on March 15, 2022, the record date for the Annual Meeting (the "Record Date"), may attend and participate in the Annual Meeting. To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card and/or voting instruction card. The Annual Meeting webcast will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 8:45 a.m. Eastern Time.

The virtual Annual Meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to attend and participate in the Annual Meeting. Participants should also give themselves plenty of time to log in prior to the start of the Annual Meeting.


WHO IS ELIGIBLE TO VOTE

You are entitled to vote if you were a shareholder as of the close of business on the Record Date. Each common share is entitled to one vote for each Director nominee and one vote for each of the other proposals to be voted on at the Annual Meeting.

PROXY STATEMENT 2022 | Annual Meeting of Shareholders 1

PROXY SUMMARY

•Shareholders of Record: If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the shareholder of record with respect to those shares. As a shareholder of record, you may vote during the Annual Meeting by participating in the Annual Meeting online and following the instructions posted at www.virtualshareholdermeeting.com/AVNT2022 or you may vote by proxy.

•Beneficial Owners of Shares Held in Street Name: If your shares are held in an account at a brokerage firm, bank, or other similar organization, you are the beneficial owner of shares held in “street name,” and the organization with which you have an account is considered the shareholder of record for purposes of voting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. You are also invited to attend and participate in the Annual Meeting online at www.virtualshareholdermeeting.com/AVNT2022.

•Participants in the Avient Retirement Savings Plan and the Avient Canada Retirement Savings Program: If you are a participant in one of these plans, you must sign and return your voting instruction card to instruct the trustee on how to vote the shares held under the relevant plan. You will not be able to vote shares held in these plans electronically online during the Annual Meeting.


ADVANCE VOTING METHODS

Even if you plan to attend and participate in our Annual Meeting, please cast your vote as soon as possible using one of the following advance voting methods:


			Visit www.proxyvote.com to vote your proxy over the internet until 11:59 p.m. (ET) on May 11, 2022.
			Call 1-800-690-6903 to vote your proxy by telephone until 11:59 p.m. (ET) on May 11, 2022.
			Sign, date and return your proxy card and/or voting instruction card to vote by mail.

Common shares represented by a properly signed proxy card will be voted in accordance with the choices marked on the card. If no choices are marked, the shares will be voted FOR the: (1) election of twelve Director nominees to our Board; (2) approval, on an advisory basis, of our Named Executive Officer compensation; and (3) ratification of the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for the fiscal year ending December 31, 2022.



Each shareholder’s vote is important. Please submit your vote and proxy by telephone or over the internet, or complete, sign, date and return your proxy card or voting instruction card.


VOTING DURING THE ANNUAL MEETING

Shareholders may vote their shares electronically online during the Annual Meeting. If you choose to vote your shares online during the Annual Meeting, follow the instructions posted at www.virtualshareholdermeeting.com/AVNT2022. You will need the 16-digit control number included on your proxy card and/or voting instruction card. Voting electronically online during the Annual Meeting will replace any previous votes.

Participants in the Avient Retirement Savings Plan and the Avient Canada Retirement Savings Program will not be able to vote shares held in these plans electronically online during the Annual Meeting.

2 PROXY STATEMENT 2022 | Annual Meeting of Shareholders

PROXY SUMMARY


QUESTIONS

Shareholders may submit questions during the Annual Meeting. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/AVNT2022, and following the instructions on the meeting platform.

Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including, but not limited to, those related to employment or product issues, are not pertinent to Annual Meeting matters and therefore will not be answered.


COMPANY OPERATING PERFORMANCE

We delivered record results in 2021 against a backdrop of unprecedented challenges, including the ongoing pandemic, substantial raw material inflation, supply chain disruptions, and labor shortages. Avient's performance in this environment has been differentiated as a result of our specialty focus, end market transformation and excellence in execution.

2021 Company performance highlights include:

•Full-year 2021 earnings per share ("EPS") from continuing operations was $2.51, compared to $1.46 in 2020, an increase of 72%;

•Record sales growth of 27% over 2020 to $4.8 billion;

•Increased adjusted EPS 58% from $1.93 (pro forma for the Clariant Color acquisition) to $3.05(1) driven by demand for sustainable solutions, healthcare applications and composites technologies;

•Increased our dividend on an annualized basis by 12% to $0.95; the 11th consecutive year of annual increase;

•Our 0.55 injury incident rate (per 100 full-time workers per year) is world-class in our industry;

•Certified once again as an ACC Responsible Care® organization for outstanding environmental, health and safety performance;

•Continued our journey of improving our culture: received our 3rd consecutive certification as a Great Place to Work® by the Great Place to Work Institute; joined the United Nations Global Compact; and recognized as one of America's Most Responsible Companies by Newsweek;

•The Specialty Engineered Materials (“SEM”) business delivered record operating income of $132 million, up 40% from 2020, driven by high demand for our composites and other specialty solutions serving the consumer and healthcare end markets;

•The Color, Additives and Inks ("CAI") business grew revenue 18% and operating income 34%. Combined with $54 million in realized synergies from the Clariant Color integration, the segment expanded income to over $300 million for the first time ever; and

•Our Distribution business achieved significant revenue growth of 47% and operating income expansion of 33%, despite material and pricing pressures throughout the global supply chain.

(1) Adjusted EPS and Adjusted EPS pro forma for the Clariant Color acquisition are financial measures that are not presented in accordance with generally accepted accounting principles ("GAAP"). See Appendix A for an explanation of management’s use of non-GAAP financial measures and a reconciliation of Adjusted EPS and Adjusted EPS pro forma for the Clariant Color acquisition to their most directly comparable financial measures calculated in accordance with GAAP.

PROXY STATEMENT 2022 | Annual Meeting of Shareholders 3

PROXY SUMMARY


OUR COMPANY CULTURE

Avient Corporation was originally established as PolyOne Corporation in 2000. Over the course of two decades the Company has transformed from a company focused on commodity products, to a specialty formulator of sustainable solutions. In July 2020, following our transformational acquisition of Clariant Color, we branded the collective enterprise as Avient Corporation—a new name, for a new kind of materials company.

We are driven by our four pillar strategy of Specialization, Globalization, Commercial Excellence and Operational Excellence.

Our core values of Collaboration, Innovation and Excellence, and our personal values of Integrity, Honesty and Respect, are critical to our culture and underpin all that we do. Our strong performance reflects the Company culture we strive to create, which is made possible through the dedication and hard work of our global associates. We, in turn, support our associates’ efforts by investing in them and aligning compensation accordingly.

Ultimately, we aim to create a world-class, sustainable organization. This is captured in our four cornerstones of sustainability. We refer to these as the 4Ps: People, Products, Planet and Performance.


THE 4Ps OF SUSTAINABILITY AT AVIENT

PEOPLE

People is the first of Avient’s four cornerstones of sustainability and helps to form the framework of our Company culture. The success and growth of our business depend in large part on our ability to attract, develop and retain a diverse population of talented and high-performing employees at all levels of our organization.

Safety and Health

The top priority at Avient is the safety and health of our associates and our ultimate goal is to operate injury free. Progress toward this goal is measured at the business unit and regional levels, communicated globally, and linked to a number of recognition mechanisms. In 2021, we maintained world-class performance for our industry, with a recordable incident rate of 0.55 per 100 full-time workers per year, as compared to the industry average of 3.50 in 2020. We continue to be recognized as an American Chemistry Council Responsible Care® company and set high standards for our operations as we strive to achieve our goal of zero recordable injuries.

As the COVID-19 pandemic persists, we continue to protect the health and well-being of our employees, customers and communities through strict compliance with health and safety protocols. We have utilized remote, alternate and flexible work arrangements where possible, including split shifts at facilities and virtual work options for those on-site functions that can be performed remotely. We have mobilized regional COVID-19 task forces and collaboratively implemented health and safety protocols, including enhanced cleaning and sanitary procedures, domestic and international travel restrictions, and return-to-work and visitor screening procedures. We are working vigilantly to prioritize the health and safety of our associates first, while still continuing to operate and serve the essential and emerging needs around the world through our products and services.

4 PROXY STATEMENT 2022 | Annual Meeting of Shareholders

PROXY SUMMARY

Health and wellness is a commitment we make to every Avient associate. We do this through our safety focus, benefits and wellness programs that support financial, physical and mental wellness. Some are tailored to local standards and needs while others encompass our global organization, like our Global Fun Run and Walk, which for 2021 was a virtual challenge completed over several weeks.

In 2021, Avient proudly joined the United Nations Global Compact, a voluntary leadership platform for the development, implementation and disclosure of responsible business practices. Companies that participate align their operations and strategies with 10 universally accepted principles in the areas of human rights, labor, environment and anti-corruption, and they take action in support of matters embodied in the Sustainable Development Goals ("SDGs"). The SDGs address global environmental, social and economic issues and blueprint the path to a more sustainable future.

Training and Development

Training and development opportunities are provided to all full-time and part-time associates through global programs and technology, to ensure a consistent and high-quality experience for all associates. Examples of training and development opportunities available to our associates include: regular performance feedback, career development discussions with managers, training and professional development courses through Avient Academy, and access to a global online learning platform.

Avient also offers nomination-based leadership development programs, such as NextGen, Elevate, Engage and Lean Six Sigma, as well as Core Leadership, an open-enrollment program for leaders around the globe. Engage has been a key program to improve engagement and our culture of learning in our manufacturing locations. With Engage, we brought classroom experiences focused on our sustainable solutions and customers to our production associates. Some of the topics covered by our training programs include: leadership development, safety, Lean Six Sigma concepts, technical and operational skills, and ethics and compliance. Leaders at Avient play a key role in our approach to training and development. Executive leaders serve as facilitators and mentors in our leadership programs, and NextGen graduates lead the Engage training sessions.

Diversity and Inclusion

At Avient, we recognize the immense benefits that a diverse team brings to our organization, including delivering better business outcomes. Our talented people leverage their diverse backgrounds and skills toward a common goal: meeting the needs of the present without compromising the ability of future generations to do the same. This spirit of inclusive collaboration can be felt throughout our Company. It drives the innovation that earns us leadership positions in the markets we serve and underpins the high level of respect we show each other every day.

Our commitment to diversity begins at the highest levels of our organization, as evidenced by the fact that 42% of our Directors are female or racially/ethnically diverse. To further its commitment to maintaining diversity at the highest levels of our Company, when identifying nominees for election to the Board, the Governance and Corporate Responsibility Committee and the Board will include, and will request that any search firm they engage include, qualified female and racially/ethnically diverse persons in the initial pool from which director nominees and Chief Executive Officer ("CEO") candidates are chosen.

From a management perspective, 64% of our CEO’s direct reports are female or racially/ethnically diverse, which we believe sets the right tone and expectation for diversity and inclusion within the company.

PROXY STATEMENT 2022 | Annual Meeting of Shareholders 5

PROXY SUMMARY

More broadly within the company, our diversity and inclusion approach is fostered by multiple Employee Resource Groups that are driving improvements and opening opportunities throughout our organization. The vision that guides our collective efforts is consistent and unwavering: to be the Company of choice for all. It is from this vision that our Employee Resource Groups were born and flourish today. Each group has its own mission and supporting activities, and their efforts coalesce to help educate and inspire our global workforce and fortify sustainable business practices.

Our Employee Resource Groups include: PRIDE at Avient (which is working to maintain a safe and accepting environment that enables LGBTQ+ associates to perform to their fullest potential and contribute to the success of our Company), HYPE (which stands for Harnessing Young Potential Energy and is building a collaborative network of Avient’s young professionals), and LEAD by Women (which promotes diversity and inclusion by increasing access to the tools and resources necessary to build leadership skills and accelerate careers). In 2021, we launched our fourth Employee Resource Group called EMBRACE (which focuses on understanding and valuing the many diverse cultures and backgrounds of our associates).

The executive leadership team oversees our diversity and inclusion initiatives, which ensures that we have leadership accountability in advancing diversity and inclusion. In addition to bi-annual reviews with the leadership team, Avient has implemented recruiting guidelines to expand our diverse talent pipeline, with at least one-third of candidates being female or a U.S. minority.

Additionally, PRIDE at Avient continues to lead best practices and meaningful programming to improve experiences of LGBTQ+ employees in our workplace. Their efforts were instrumental in our achievement of earning the distinction of a “Best Place to Work” on the Corporate Equality Index with a perfect score of 100% in 2020 and 2021.

Other initiatives, including Mentoring at Avient and campus partnerships are vital for progress in our diversity and inclusion journey. We require equality of opportunity for all qualified individuals in accordance with applicable laws. Decisions on hiring, promotion, development, compensation or advancement are based solely on a person’s qualifications, abilities, experience and performance, except where local law requires us to take actions to increase employment opportunities for a specific group. The Avient Ethics Hotline serves as a mechanism for associates to anonymously report any perceived concerns regarding these topics.

To gauge how associates at Avient feel about our culture, we conduct employee engagement surveys. Last year, our first full year as Avient, we surveyed employees in 40 countries, and over 130 locations participated, providing actionable feedback to support our employee engagement efforts. Based on positive feedback from our employees, we proudly were recognized as a Great Place to Work® for the third consecutive survey taken.

PRODUCTS

Innovation is the lifeblood of a specialty company, and our transformation to a specialty company has been defined by the ongoing evolution of our portfolio offerings to meet the product performance and sustainability needs of our customers. We believe our innovation pipeline remains robust, as we leverage our formulation expertise and sustainable solutions portfolio.

6 PROXY STATEMENT 2022 | Annual Meeting of Shareholders

PROXY SUMMARY

We offer a broad portfolio of technologies that help our customers—and our planet—be more sustainable. Through our design expertise and material science, we positively impact and enable our customers’ products in nearly every end market. We have defined our Sustainability Portfolio in the eight ways we help our customers meet their innovation and sustainability goals:

The benefits of these solutions include:

•Unique technologies that improve the recyclability of products and enable recycled content to be incorporated, thus advancing a more circular economy

•Light-weighting solutions that replace heavier traditional materials like metal, glass and wood, which can improve fuel efficiency in all modes of transportation and reduce carbon footprint

•Sustainable infrastructure solutions that increase energy efficiency, renewable energy, natural resource conservation and fiber optic / 5G network accessibility

As the world begins to shift from operating in a linear economy to a circular economy, Avient is proud to be a part of the solution. We help our customers increase post-consumer recycled content, formulate with bio-based materials, use less material during production, reduce energy required for production, and build alternative energy applications. In fact, in 2021 approximately 60% of the revenue generated from sustainable solutions came from products designed for resource conservation.

Over the last six years, sustainable solutions have been a substantial driver of growth for the Company.

PROXY STATEMENT 2022 | Annual Meeting of Shareholders 7

PROXY SUMMARY

Another excellent measurement of our innovation performance is our Vitality Index, which represents Company revenue from products that have been in our portfolio for less than five years. For 2021, our Vitality Index reached 36%, validating the strength of our technology portfolio.

PLANET

The need to take care of our precious planet has never been more important. Governments, industry and consumers each must take accountability and play active roles to achieve sustainability. Avient is fully committed to protecting the environment by addressing climate change, conserving natural resources and preventing pollution. Through our environmental aspect and impact assessments within our Environmental, Health & Safety ("EH&S") Management System, we have focused on the following key topics: energy, emissions and climate change, as well as effluents and waste from our operations.

Avient’s Corporate EH&S Department is responsible for overseeing these areas, and it receives input and monitoring from our leadership team and Board of Directors. While this group sets and monitors performance against management system standards, the full operational responsibility lies within each business unit and operating site. To ensure performance expectations are met, each site has trained management personnel to oversee their management systems.

We have established 2030 Sustainability Goals at Avient. We are committed to these objectives and will aggressively pursue their attainment through internal rigor, investment and innovation. We are proud of our progress and last year increased and added additional targets for 2050. The below chart provides further details.


Sustainability Goals
By 2030, Avient will enable 100% of our products manufactured for packaging applications to be recyclable or reusable to advance the circular economy.						By 2030, Avient will reduce waste to landfill by 35% from the 2019 baseline.
By 2030, Avient will deliver cumulative annual revenue growth from our Sustainable Solutions portfolio of 8–12% with 2020 as a baseline.						By 2030, to ensure alignment with Avient’s expectations on environmental, social and governance requirements, Avient will assess its top suppliers representing 90% of our total raw material costs.
By 2030, Avient will obtain directly or contract for 60% of its electricity demand from renewable sources and achieve 100% renewable energy by 2050.						As a founding member of the Alliance to End Plastic Waste, Avient will collaborate to develop and implement solutions to end plastic waste with approximately 50 members across the value chain. The Alliance will invest $1.5 billion over five years in innovation, infrastructure, education and clean-up.
By 2030, Avient will reduce Scope 1 & 2 greenhouse gas (GHG) emissions by 60% with 2019 as a baseline and achieve operational carbon neutrality by 2050.

Plastic waste is an issue impacting our communities and our world, and we are proud to be a founding member of the Alliance to End Plastic Waste (AEPW). This organization is a CEO-led, cross-sector, not-for-profit made up of approximately 90 companies. The mission of the Alliance is clear: develop, accelerate and deploy solutions, catalyze public and private investment, and engage communities to help end plastic waste in the environment. Our investments are focusing on infrastructure, innovation, education and clean-up initiatives. Projects in some of the most challenging areas in need of support are well underway. Our early progress and traction is both encouraging and rewarding.

Additionally, Avient is a member of the American Chemistry Council and Plastic Industry Association’s Operation Clean Sweep®, a set of guidelines for process, training and audit of our operations to prevent

8 PROXY STATEMENT 2022 | Annual Meeting of Shareholders

PROXY SUMMARY

plastic pellet loss into the environment. Our local facilities also host litter clean up events in our communities and promote awareness about responsible waste management. This is in addition to the 16 hours of paid time off every Avient associate receives each year to volunteer for any non-profit organization they are passionate about and can improve the community. Our United Way campaign remains an important financial driving force as well, and since 2007 our associates in North America have given generously, raising more than $16 million.

Beginning in 2022, 20% of the Company's annual incentive bonus will be tied to specific sustainability targets aligned with our sustainability goals.

PERFORMANCE

Our fourth “P” is for Performance, and it is inextricably linked to the other three. We delivered record results this year against a backdrop of unprecedented challenges including the ongoing pandemic, substantial raw material inflation, supply chain disruptions, and labor shortages. Avient's performance in this environment has been differentiated as a result of our specialty focus, end market transformation and excellence in execution. Revenue grew 27% and adjusted EPS (pro forma for the Clariant Color acquisition) increased 58% to $3.05 in 2021.

We also delivered value for our shareholders in other ways, such as raising our dividend for the 11th consecutive year.

Additional performance commentary is provided in the Company Operating Performance section of this proxy statement, on the Investor Relations section of avient.com, in our 2021 Annual Report and during our quarterly earnings conference calls. Information on our website is not deemed a part hereof, unless explicitly incorporated by reference.


IMPACT OF OUR PERFORMANCE ON NAMED EXECUTIVE OFFICER 2021 COMPENSATION

Our 2021 compensation reflected our pay-for-performance philosophy of aligning executive compensation directly with our financial performance.

Our Named Executive Officers for 2021 are:


Name			Title
Robert M. Patterson			Chairman, President and Chief Executive Officer
Jamie A. Beggs			Senior Vice President, Chief Financial Officer
Michael A. Garratt			Senior Vice President, President, Color, Additives and Inks, EMEA
Lisa K. Kunkle			Senior Vice President, General Counsel and Secretary
Joel R. Rathbun			Senior Vice President, Mergers and Acquisitions

2021 Annual Incentive Program

We set aggressive goals for each of our performance measures in our 2021 annual cash incentive program (the “2021 Annual Incentive Program”). Our strong performance in 2021 resulted in the executive officers named in the 2021 Summary Compensation Table of this proxy statement (the “Named Executive Officers”) earning an above target payout under the 2021 Annual Incentive Program.

Messrs. Patterson and Rathbun and Mses. Beggs and Kunkle's 2021 Annual Incentive Program opportunities were based on consolidated Company results. Mr. Garratt's 2021 Annual Incentive Program opportunities were based on both business-unit specific results and on consolidated Avient adjusted operating income results. Results were calculated with adjustments for acquisitions, divestitures and special items pursuant to the terms of the 2021 Annual Incentive Program as approved by the

PROXY STATEMENT 2022 | Annual Meeting of Shareholders 9

PROXY SUMMARY

Compensation Committee. Total attainment for consolidated Avient and CAI under the 2021 Annual Incentive Program was 195%, with the components consisting of (dollars in millions):


2021 Corporate Plan Annual Incentive Program* (Patterson, Beggs, Kunkle and Rathbun)
Measure	Weighting	Threshold	Target	Maximum	Results	Payout %
Adjusted Operating Income (consolidated)	60%	$303.8	$341.8	$359.7	$429.0	200%
Working Capital as a % of Sales	20%	12.2%	11.9%	11.2%	10.9%	200%
Clariant Color Integration Objectives	20%	See the Compensation Discussion and Analysis section for more information (goals and achievements)				175%
Total Attainment						195%

*Adjusted operating income (performance measures and results) reported in the table above was calculated with adjustments for special items (as noted on Appendix A) pursuant to the terms of the plans and as approved by the Compensation Committee.


2021 CAI Plan Annual Incentive Program* (Garratt)
Measure	Weighting	Threshold	Target	Maximum	Results	Payout %
Adjusted Operating Income (CAI)	40%	$222.0	$250.4	$265.0	$303.0	200%
Adjusted Operating Income (consolidated)	20%	$303.8	$341.8	$359.7	$429.0	200%
Working Capital as a % of Sales (CAI)	20%	13.5%	13.2%	12.6%	12.1%	200%
Clariant Color Integration Objectives	20%	See the Compensation Discussion and Analysis section for more information (goals and achievements)				175%
Total Attainment						195%

The following table shows, for each Named Executive Officer, the target 2021 Annual Incentive Program payout opportunity, the percentage of such payout opportunity earned based on 2021 performance, and the dollar value of the actual payout.


2021 Annual Incentive Program Payouts
Named Executive Officer	2021 Target Opportunity ($)	Payout (%)	Payout ($)
Robert M. Patterson	$1,396,635	195.0%	$2,723,437
Jamie A. Beggs	$377,192	195.0%	$735,525
Michael A. Garratt	$276,231	195.0%	$538,650
Lisa K. Kunkle	$276,231	195.0%	$538,650
Joel R. Rathbun	$274,385	195.0%	$535,050

10 PROXY STATEMENT 2022 | Annual Meeting of Shareholders

PROXY SUMMARY

2019-2021 Long-Term Incentive Awards

In 2021, the participating Named Executive Officers earned a 125% payout for their 2019-2021 cash-settled performance units granted under our 2017 Equity and Incentive Compensation Plan (the “2017 Plan”). The payout was earned based on the Company’s adjusted EPS performance over four equally-weighted performance periods as noted below.


2019–2021 Cash-Settled Performance Units Performance Measure: Adjusted EPS
Performance Periods	Weighting	Target	Result	Payout %
January 1, 2019 – December 31, 2019	25%	$2.52	$2.42	71%
January 1, 2020 – December 31, 2020	25%	$1.94	$1.90	95%
January 1, 2021 – December 31, 2021	25%	$2.15	$3.05	193%
January 1, 2019 – December 31, 2021	25%	$6.61	$7.37	143%
Total Attainment				125%

Adjusted EPS (threshold, target and maximum levels, and results) with respect to the incentives described above was calculated with adjustments for acquisitions, divestitures and special items pursuant to the terms of the 2019-2021 long-term incentive program (the “2019-2021 Long-Term Incentive Program”) and as approved by the Compensation Committee.

For information on the terms and conditions of these incentive programs, see the “What We Pay and Why: Elements of Compensation” section of this proxy statement.


OUR DIRECTOR NOMINEES AND COMMITTEE MEMBERSHIP

You are being asked to vote on the election of twelve Director nominees. Detailed information about each Director nominee’s background, qualifications, attributes, skills and experience can be found beginning on page 17.

Our Board maintains Audit, Compensation, Governance and Corporate Responsibility, and Environmental, Health and Safety committees. The following table provides membership and meeting information for each committee as of March 29, 2022. In addition, the table identifies the independent directors.

PROXY STATEMENT 2022 | Annual Meeting of Shareholders 11

PROXY SUMMARY

Name

Age

Director

Since

Independent

Committee Membership

(M=Member, C=Chair)

G&CRC

EH&SC

Robert E. Abernathy

2018

Yes

Richard H. Fearon

2004

Yes

Gregory J. Goff

2011

Yes

Neil Green

2021

Yes

William R. Jellison

2015

Yes

Sandra Beach Lin

2013

Yes

Kim Ann Mink, Ph.D.

2017

Yes

Ernest Nicolas

2021

Yes

Robert M. Patterson

2014

Kerry J. Preete

2013

Yes

Patricia Verduin, Ph.D.

2019

Yes

SEC Form DEF 14A filed by Avient Corporation