Proxy Statement (definitive) (def 14a)

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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 2023 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 2022 Compensation			9
Our Director Nominees and Committee Membership			11
Summary of Director Nominee Skills, Experience and Background			12
Governance Highlights			14
Proposal 1 - Election of Twelve Director Nominees to Our Board of Directors			17
Proposal 2 - Approval, on an Advisory Basis, of Named Executive Officer Compensation			24
Proposal 3 - Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation			26
Proposal 4 - Approval of the Amendment and Restatement of the Avient Corporation 2020 Equity and Incentive Compensation Plan			27
Proposal 5 - Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023			42
Independent Registered Public Accountant Services and Related Fee Arrangements			42
Report of the Audit Committee			43
Corporate Governance			45
Director Independence			45
Lead Director			46
Board Leadership Structure			46


Majority Voting for Directors			46
Board Oversight of Risk			46
Board Oversight of ESG and Sustainability Matters			47
Code of Ethics, Code of Conduct and Corporate Governance Guidelines			48
Related Person Transactions			48
Communication with the Board			49
Board and Committees			49
Board Refreshment and Diversity			54
2022 Non-Employee Director Compensation			55
Non-Employee Director Compensation Highlights			55
Non-Employee Director Retainer and Meeting Fees			55
2022 Non-Employee Director Compensation Table			56
Option Awards Outstanding and Fully Vested Deferred Shares			57
Ownership of Avient Shares			58
Beneficial Ownership of Our Common Shares			58
Stock Ownership Guidelines for Non-Employee Directors			59
Compensation Discussion and Analysis			60
Executive Summary			60
Executive Compensation Philosophy and Objectives			63
What We Pay and Why: Elements of Compensation			65
Other Aspects of our Compensation Programs			71
Executive Compensation			74
2022 Summary Compensation Table			74
2022 Grants of Plan-Based Awards			76
Outstanding Equity Awards at 2022 Fiscal Year-End			78
2022 Option Exercises and Stock Vested			79
2022 Non Qualified Deferred Compensation			79
Potential Payments Upon Termination or Change of Control			80
CEO Pay Ratio Disclosure			85
Pay Versus Performance Disclosure			86
Compensation Committee Interlocks and Insider Participation			89
Risk Assessment of the Compensation Programs			89
Compensation Committee Report			89
Miscellaneous Provisions			90
Voting at the Meeting			90
Revoking a Proxy			91
Shareholder Proposals			91
Proxy Solicitation			92


Appendix A			A-1
Appendix B			B-1


MESSAGE FROM OUR CEO

March 29, 2023

Dear Fellow Shareholder:

You are cordially invited to attend and participate in the Avient Corporation 2023 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held virtually via live webcast at 9:00 a.m. Eastern Time on Thursday, May 11, 2023. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AVNT2023.

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 2023 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 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 2023 ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 11, 2023

9:00 a.m. Eastern Time

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 2023 Annual Meeting of Shareholders (the "Annual Meeting"), to be held online at www.virtualshareholdermeeting.com/AVNT2023.


RECORD DATE

The Board set March 14, 2023 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 Named Executive Officer compensation			Vote FOR
3 Approval, on an advisory basis, of the frequency of future advisory votes to approve Named Executive Officer compensation			Vote for EVERY YEAR
4 Approval of the amendment and restatement of the Avient Corporation 2020 Equity and Incentive Compensation Plan			Vote FOR
5 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023			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 confirm 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, 2023 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 11, 2023: The proxy statement, proxy card and annual report to shareholders for the fiscal year ended December 31, 2022 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 11, 2023 (the “Annual Meeting”), and at any adjournments or postponements thereof. We began making our proxy materials available to stockholders on March 29, 2023.


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 11, 2023 at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/AVNT2023. 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/AVNT2023. Shareholders will be able to vote their shares electronically during the Annual Meeting.

Shareholders as of the close of business on March 14, 2023, 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 confirm 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 2023 | 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/AVNT2023 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/AVNT2023.

•If you are a participant in the Avient Retirement Savings Plan, you must sign and return your voting instruction card to instruct the trustee on how to vote the shares held under the plan. You will not be able to vote shares held in this plan 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 10, 2023.
			Call 1-800-690-6903 to vote your proxy by telephone until 11:59 p.m. (ET) on May 10, 2023.
			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 Named Executive Officer compensation; (3) approval, on an advisory basis, of the frequency of future advisory votes to approve Named Executive Officer compensation; (4) approval of the amendment and restatement of the Avient Corporation 2020 Equity and Incentive Compensation Plan; and (5) ratification of the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for the fiscal year ending December 31, 2023.



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/AVNT2023. 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.

2 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

PROXY SUMMARY

Participants in the Avient Retirement Savings Plan will not be able to vote shares held in this plan electronically online during the Annual Meeting.


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/AVNT2023, 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

2022 was a challenging but pivotal year for Avient and our vision to be a world-class sustainable organization. Despite reduced global demand in the second half of the year as a result of several factors, including the war in Ukraine, slowing economic growth, and the continuing COVID-19 pandemic, Avient's 2022 pro forma adjusted earnings per share ("EPS") increased compared to 2021. In addition, we completed two transformational portfolio moves, dramatically enhancing our product offerings in line with the specialty strategy we established over a decade ago. We now have what we believe to be the strongest portfolio offering in the history of the company with 100% of sales now being generated from specialty applications.

2022 Company highlights include:

•Completed the acquisition of the DSM Protective Materials business ("APM"), including the Dyneema® brand, the World's Strongest Fiber™ (the "APM Acquisition");

•Completed the sale of our Distribution business for $950.0 million;

•Full-year GAAP EPS from continuing operations was $0.90 in 2022, compared to $1.65 in 2021;

•Increased pro forma adjusted EPS from continuing operations from $3.02 in 2021 (pro forma for the APM Acquisition and the sale of our Distribution business) to $3.04(1) in 2022;

•Strong working capital performance to finish the year resulted in cash flow from operations of approximately $400 million for 2022;

•Generated approximately $290 million(1) of free cash flow, paid down $950 million of debt and ended the year with a net debt-to-EBITDA leverage ratio of 2.9x(1);

•Increased our dividend on an annualized basis by 4% to $0.99; the 12th consecutive year of annual increase;

•Our injury incident rate was 0.51 (per 100 full-time workers per year) compared to the industry average of 3.40 in 2021;

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

•Continued our journey of improving our culture: received our 4th certification as a Great Place to Work® by the Great Place to Work Institute, and the highest scores in the Company's history.

(1) Adjusted EPS, Adjusted EPS pro forma for the APM Acquisition and the sale of our Distribution business, free cash flow, and net debt-to-EBITDA leverage ratio 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 these measures to their most directly comparable financial measures calculated in accordance with GAAP.

PROXY STATEMENT 2023 | 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 —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 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, which, together with our core values and our four-pillar strategy, 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, including the individuals who comprise our global workforce as well as our executive officers and other key personnel.

We have developed key recruitment and retention strategies, objectives and measures that guide our human capital management approach as part of the overall management of our business. These strategies, objectives and measures are advanced through a number of programs, policies and initiatives, as described below.

As of December 31, 2022, Avient employed approximately 9,700 people, 34% of which were located in the U.S. and Canada, 35% were located in Europe, Middle East, and Africa, 24% were located in Asia, and 7% were located in Latin America.

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 2022, we reduced injuries 6%, and had a recordable incident rate of 0.51 per 100 full-time workers per year, compared to the industry average of 3.40 in 2021. Not only did our injury incident rate decline last year, but the severity of those injuries also declined, down 31% from the prior year based on the average days away from work as a result of an injury. Continual improvement and preventative risk reductions are key focus areas and, in 2022, one of our annual incentive plan metrics measured the engagement of our employees in safety activities. We also continue to be recognized as an American Chemistry Counsel Responsible Care® company and set high standards for our operations as we strive to achieve our goal of zero recordable injuries.

4 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

PROXY SUMMARY

Employee Recruitment

Avient’s success is driven by having the best talent in the right roles. We actively seek collaborative and innovative change-makers who are passionate about our values through numerous channels, including employee referrals, job fairs, talent networks, industry associations, and directly from universities. Our roles provide opportunities for personal and professional growth, while working in an organization focused on solving the most complex challenges for our suppliers and customers, and driving sustainability.

As a key aspect of our talent pipeline, we partner with leading universities around the world to hire approximately 140 associates each year into full-time, co-op or internship opportunities. These roles include highly-coveted rotational development programs where individuals are able to gain experience in various departments and jobs within or across functions, contributing their skills while also building diverse, well-rounded knowledge of our Company and its many stakeholders. We leverage global processes and systems to create a positive candidate experience, with opportunities for both entry level and experienced hires.

Training and Development

We provide meaningful learning engagements and skill development opportunities to all full- and part-time global associates. Learning is ingrained in our culture and every Avient associate participates in training annually. We manage training and development through global programs and technology, to provide a consistent and high-quality experience for associates. Each year, over 100,000 hours of training is completed through a variety of different training methods, which focus on leadership development, safety, Lean Six Sigma concepts, technical and operational skills, and ethics and compliance.

Our key development opportunities include nomination-based leadership programs (such as NextGen, Engage and Elevate), foundational leadership training for all current or aspiring people managers (called Core Leadership), and Lean Six Sigma training at a variety of levels, where individuals can be certified for job-specific Lean Six Sigma programs, up through Master Black Belt certification.

Continuous development drives associates to reach their full potential and we strive to fill at least half of all open manager roles and higher with internal promotions. This is completed through regular performance feedback, individual development plans, mentoring programs and nomination-based leadership development programs for key top talent.

Diversity and Inclusion

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.

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 5

PROXY SUMMARY

Our commitment to diversity begins at the highest levels of our organization, as evidenced by the fact that 42% of the members of our Board of Directors are female or racially diverse. From a management perspective, 60% of our CEO's direct reports are female or racially or ethnically diverse, which we believe sets the right tone and expectation for diversity and inclusion within the Company.

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 Professional Energy and is building a collaborative network of Avient’s young professionals), LEAD by Women (which promotes diversity and inclusion by increasing access to the tools and resources necessary to build leadership skills and accelerate careers) and EMBRACE (which focuses on understanding and valuing the many diverse cultures and backgrounds of our associates). Our newest Employee Resource Group is SERVE (which stands for Sustaining Engagement for Returning Veteran Employees). The vision of this group is to help Avient become a top employer for veteran talent and to help provide support and resources to help veterans navigate their career transition and bring value to the Company. Additionally, we have recently created the role of Global Director for the Advancement of Diversity & Inclusion, which is focused on the key initiatives that will drive inclusion, engagement and diversity. The executive leadership team oversees our diversity and inclusion initiatives, which enhance leadership accountability in advancing diversity and inclusion.

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.

A Great Place to Work®

In addition to holding action planning sessions, new manager assimilations, and 360 reviews, we also conduct annual employee engagement surveys. Last year, employees in over 40 countries, and more than 130 locations participated, providing actionable feedback to support our ongoing employee engagement efforts. We are proud to share that our associates feel we are a Great Place to Work® and, in 2022, we received our fourth certification and the highest scores in the history of our Company. Understanding how our associates feel about their experiences at Avient and our culture is critical and helps us confirm that the right competencies and behaviors are developed across the organization.

6 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

PROXY SUMMARY

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.

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.

Examples include:

•Dyneema®, the world's strongest fiber™, enables unmatched levels of performance and protection for end-use applications, including ballistic personal protection, marine and sustainable infrastructure and outdoor sports;

•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 continues to shift from operating in a linear economy to a circular economy and to a lower carbon footprint, 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.

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.

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 have added additional targets for 2050. The below chart provides further details.

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 7

PROXY SUMMARY


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 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 annual United Way campaign has been an important financial driving force as well, primarily in North America. In 2022 we unified our fundraising and service efforts across all regions and introduced Avient Global Giving. During this two-week effort more than 3,600 Avient associates across 100+ sites contributed 8,200 volunteer hours and raised $1.7M for more than 70 community service organizations.

In 2022, 20% of the Company's annual incentive bonus was tied to specific sustainability targets aligned with our sustainability goals, and sustainability goals continue to be a part of our annual incentive program.

PERFORMANCE

Our fourth “P” is for Performance, and it is inextricably linked to the other three. Despite reduced global demand in the second half of the year as a result of several factors including the war in Ukraine, slowing economic growth, and the continuing COVID-19 pandemic, Avient's 2022 pro forma adjusted EPS slightly increased compared to 2021. In addition, we completed two transformational portfolio moves, dramatically enhancing our product offerings in line with the specialty strategy we established over a decade ago. We now have unquestionably the strongest portfolio offering in the history of the company with 100% of sales now being generated from specialty applications.

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PROXY SUMMARY

We also delivered value for our shareholders in other ways, such as by generating approximately $290 million of free cash flow, paying down $950 million of debt, and raising our dividend for the 12th 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 2022 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 2022 COMPENSATION

Our 2022 compensation reflected our pay-for-performance philosophy of aligning executive compensation directly with our financial performance.

Our Named Executive Officers for 2022 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

2022 Annual Incentive Program

We set aggressive goals for each of our performance measures in our 2022 annual cash incentive program (the “2022 Annual Incentive Program”). Our performance in 2022 resulted in the executive officers named in the 2022 Summary Compensation Table of this proxy statement (the “Named Executive Officers”) earning a below target payout under the 2022 Annual Incentive Program.

Messrs. Patterson and Rathbun and Mses. Beggs and Kunkle's 2022 Annual Incentive Program opportunities were based on consolidated Company results. Mr. Garratt's 2022 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 2022 Annual Incentive Program as approved by the Compensation Committee. Total attainment for consolidated Avient and Color, Additives and Inks ("CAI") under the 2022 Annual Incentive Program was 57.8% and 47.9%, respectively, with the components consisting of (dollars in millions):


2022 Corporate Plan Annual Incentive Program* (Patterson, Beggs, Kunkle and Rathbun)
Measure	Weighting	Threshold	Target	Maximum	Results	Payout %
Adjusted Operating Income (consolidated)	60%	$447.1	$496.2	$525.3	$448.4	51.4%
Working Capital as a % of Sales	20%	11.49%	11.18%	10.61%	11.48%	51.8%
Sustainability Objectives	20%	See the Compensation Discussion and Analysis section for more information about goals and achievements				82.9%
Total Attainment						57.8%

*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.

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 9

PROXY SUMMARY


2022 CAI Plan Annual Incentive Program* (Garratt)
Measure	Weighting	Threshold	Target	Maximum	Results	Payout %
Adjusted Operating Income (CAI)	40%	$311.4	$352.9	$379.1	$313.6	52.7%
Adjusted Operating Income (consolidated)	20%	$447.1	$496.2	$525.3	$448.4	51.4%
Working Capital as a % of Sales (CAI)	20%	12.21%	11.91%	11.41%	12.51%	0%
Sustainability Objectives	20%	See the Compensation Discussion and Analysis section for more information about goals and achievements				82.9%
Total Attainment						47.9%

The following table shows, for each Named Executive Officer, the target 2022 Annual Incentive Program payout opportunity, the percentage of such payout opportunity earned based on 2022 performance, and the dollar value of the actual payout.


2022 Annual Incentive Program Payouts
Named Executive Officer	2022 Target Opportunity ($)	Payout (%)	Payout ($)
Robert M. Patterson	1,504,973	57.8%	869,874
Jamie A. Beggs	425,086	57.8%	245,699
Michael A. Garratt	311,688	47.9%	149,299
Lisa K. Kunkle	316,408	57.8%	182,884
Joel R. Rathbun	344,594	57.8%	199,176

2020-2022 Long-Term Incentive Awards

In 2022, the participating Named Executive Officers earned a 189% payout for their 2020-2022 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.


2020–2022 Cash-Settled Performance Units Performance Measure: Adjusted EPS
Performance Periods	Weighting	Target	Result	Payout %
January 1, 2020 – December 31, 2020	25%	$1.83	$1.90	158%
January 1, 2021 – December 31, 2021	25%	$1.98	$3.05	200%
January 1, 2022 – December 31, 2022	25%	$1.89	$2.93	200%
January 1, 2020 – December 31, 2022	25%	$5.70	$7.88	200%
Total Attainment				189%

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

10 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

PROXY SUMMARY

terms of the 2020-2022 long-term incentive program (the “2020-2022 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 18.

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 14, 2023. In addition, the table identifies the independent directors.

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

William A. Wulfsohn

2011

Yes

Number of Meetings Held in 2022

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 11

PROXY SUMMARY


SUMMARY OF DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUND

Each of our director nominees possess a balance of strategic skills, professional experiences and diverse perspectives. The table below summarizes the key skills, experiences and backgrounds of each of our director nominees that are most relevant to their board service.

Skills/Experience

Abernathy

Fearon

Goff

Green

Jellison

Lin

Mink

Nicolas

Patterson

Preete

Verduin

Wulfsohn

Financial

Knowledge of finance or financial reporting; experience with debt/capital market transactions and/or mergers and acquisitions

International

Experience doing business internationally or focused on international issues and operations and exposure to markets, economies, and cultures outside the U.S.

Industry Expertise

Significant experience in the Company’s businesses and industries

Regulatory

Experience in government and regulatory affairs, and regulated industries, including as part of a business and/or through positions with government organizations and regulatory bodies

Technology

Technical or scientific knowledge and experience implementing technology strategies

Human Capital

Experience in management of labor relations, in human resources, and talent management

Operations

Experience overseeing complex operations and developing and implementing operational plans and business operations strategy

Corporate Governance

Experience and understanding of governance matters and principles, including management accountability, transparency and protection of shareholder interests

IT and Cybersecurity

Experience and understanding of information security, data privacy and cybersecurity

Sustainability

Experience in environmental matters, community affairs, and/or corporate responsibility initiatives including sustainability

Other Public Company Boards

—

12 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

PROXY SUMMARY


Board Diversity Matrix (as of March 14, 2023)


Total Number of Directors 12
	Female	Male	Non-Binary
Gender Identity
Directors	3	9	—
Demographic Background
African American or Black	—	2	—
Alaskan Native or Native American	—	—	—
Asian	—	—	—
Hispanic or Latinx	—	—	—
Native Hawaiian or Pacific Islander	—	—	—
White	3	7	—
Two or More Races or Ethnicities	—	—	—
Supplemental Characteristics
Person with Disability/Disabilities	1	—	—
Military Veteran	—	—	—
Person of International / Non-U.S. Origin	—	—	—
LGBTQ+	—	—	—

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 13

PROXY SUMMARY


GOVERNANCE HIGHLIGHTS

As part of our commitment to overall excellence, our Company’s governance practices include the following:

Director Independence

•Strong commitment to Director independence: Eleven out of our twelve Director nominees are independent.

•The independent Directors regularly hold executive sessions, led by the independent Lead Director.

Independent Lead Director

•On an annual basis, the Board, upon recommendation from the Governance and Corporate Responsibility Committee, selects a Lead Director from the independent directors; the independent Directors have selected Richard H. Fearon, who has served as independent Lead Director since 2015, to continue serving in this position.

•Among other responsibilities, the independent Lead Director:

•Chairs executive sessions of the non-employee Directors and provides feedback and perspective to the CEO regarding discussions at these sessions;

•Facilitates communications between the Chairman of the Board and other members of the Board;

•Provides input from the Directors to the Chairman of the Board with regard to agendas and schedules for Board meetings;

•Advises the Chairman of the Board as to the quality, quantity and timeliness of the flow of information from management to the Board and regarding the effectiveness of Board meetings;

•Interviews all Board candidates and provides the Governance and Corporate Responsibility Committee with recommendations on each candidate;

•Maintains close contact with the Chair of each standing committee and assists in ensuring communications between each committee and the Board;

•Considers the retention of advisers and consultants who report directly to the Board; and

•Chairs Board meetings when the Chairman of the Board is unable to do so.

Full Board and Committee Oversight of Risk Management

•The full Board oversees a Company-wide approach to risk management that is designed to support the achievement of the Company's strategic objectives and improve long-term organizational performance. The Board assesses and analyzes the most likely areas of current and future risk for the Company on an on-going basis.

•The Board administers its risk oversight function directly and through its committees. The Board has delegated specific risk oversight responsibility to the committees of the Board as follows:

◦The Audit Committee oversees risks related to the Company's financial statements, financial reporting processes, internal controls, information technology, and cybersecurity. With respect to cybersecurity risks, the Audit Committee regularly receives updates from management regarding the Company's defense and detection capabilities, incidence response plans and employee training activities;

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PROXY SUMMARY

◦The Compensation Committee oversees risks related to the Company's compensation;

◦The Governance and Corporate Responsibility Committee oversees risks related to the Company's programs, policies, and practices related to certain sustainability and governance matters; and

◦The Environmental, Health and Safety Committee oversees risks related to safety, health, physical security, environmental, and product stewardship matters, including providing oversight of the systems that are in place to monitor and mitigate our carbon footprint.

Board Oversight of Environmental, Social, Governance (ESG) and Sustainability Matters

•The Governance and Corporate Responsibility Committee assists the Board in fulfilling its oversight responsibilities relating to corporate responsibility, environmental, social and governance matters, including with regard to how the Board and management evaluate and integrate such matters into our business strategy and decision-making.

•The Environmental, Health and Safety Committee reviews the programs and procedures established by the Company that monitor compliance with the Company's policies, standards and practices, and laws and regulations with respect to safety, environmental, health, physical security, and product stewardship, including providing oversight of the systems that are in place to monitor and mitigate our carbon footprint and the potential risks associated with climate change.

•We also have an internal Sustainability Council that is responsible for managing ESG initiatives at all levels of our organization in support of our long-term business strategy.

Stock Ownership Requirements

•We maintain robust stock ownership requirements to align the interests of directors and shareowners.

•The stock ownership requirement for our CEO is 125,000 shares and for all other Directors is 12,500 shares (within five years of onboarding). For 2022, the stock ownership requirement was equivalent to approximately four times the annual salary of our CEO and four times the annual cash retainer for all other Directors, based on the Company's closing stock price on December 30, 2022 of $33.76.

Board Practices

•Our Board annually conducts an evaluation of its performance, which includes a peer evaluation of each Director.

•The Governance and Corporate Responsibility Committee reviews criteria for Board membership and considers changes as needed so that the Board continues to reflect the appropriate mix of skills and experience.

•Non-employee Directors may not stand for re-election following the date of the Director’s 72nd birthday, although the Board may waive this limitation if it determines such waiver to be in the best interests of the Company.

•All Directors stand for election annually.

•We maintain a majority voting policy for uncontested Director elections.

•We maintain a fully independent Audit Committee, Compensation Committee, and Governance and Corporate Responsibility Committee.

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 15

PROXY SUMMARY

Board Composition and Diversity

•Our Director nominees have a diverse mix of experiences, qualifications, attributes and skills. The Governance and Corporate Responsibility Committee is responsible for identifying individuals qualified to become Board members and recommending candidates to the Board to fill new or vacant positions, consistent with criteria approved by the Board and the Company’s Corporate Governance Guidelines.

•In the past five years, the Governance and Corporate Responsibility Committee has identified and recommended four new independent Directors. The following chart shows the percentage of our Directors following the Annual Meeting (assuming all nominees are elected) who have tenure in each of the following categories: five or fewer years of service; six to ten years of service; and more than ten years of service.

•The Board annually assesses its effectiveness through a robust evaluation process.

•When identifying nominees for election to the Board, the Governance and Corporate Responsibility Committee will include, and will request that any search firm it engages include, qualified female and racially/ethnically diverse persons in the initial pool from which director nominees are chosen.

Diversity (1)

5 of 12 Director Nominees

(1) Diversity characteristics are based on information self-identified by each director to the Company.

16 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

ELECTION OF BOARD OF DIRECTORS


PROPOSAL 1 — ELECTION OF TWELVE DIRECTOR NOMINEES TO OUR BOARD OF DIRECTORS

Our Board currently consists of 12 Directors. Each Director serves for a one-year term until a successor is duly elected and qualified, subject to the Director’s earlier death, retirement or resignation.

A shareholder who wishes to nominate a person for election as a Director must provide written notice to our Secretary in accordance with the procedures specified in Regulation 12 of our Code of Regulations (“Regulations”). Generally, the Secretary must receive the notice at our principal executive offices not less than 60 nor more than 90 calendar days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting. The notice must set forth, as to each nominee, among other things, the name, age, and other identifying information, principal occupation and employment during the past five years, name and principal business of any corporation or other organization in which such occupation and employment were carried on, certain information regarding Company securities ownership, and a brief description of any arrangement or understanding between such person and any others pursuant to which such person was selected as a nominee. The notice must include the nominee’s signed consent to serve as a Director if elected. The notice must set forth the name and address of, and the number of our common shares owned by, the shareholder giving the notice and the beneficial owner on whose behalf the nomination is made and any other shareholders believed to be supporting such nominee.

Following are the nominees for election as Directors for one-year terms expiring in 2024, a description of the business experience of each nominee and the names of other publicly-held companies for which he or she currently serves as a director or has served as a director during the past five years. Each nominee for election as a Director was elected by our shareholders at our 2022 Annual Meeting. The composition of the Board is intended to reflect an appropriate mix of skill sets, experience and qualifications that are relevant to Avient’s business and governance over time.

In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that the nominee should serve as a Director, the Board also believes that all of our Director nominees are individuals of substantial accomplishment with demonstrated leadership capabilities. Each of our Director nominees also has the following personal characteristics, which are required attributes for all Board nominees: high ethical standards, integrity, sound judgment and an ability to devote sufficient time to the affairs of our Company. The information below is current as of March 14, 2023.


Our Board recommends a vote FOR the election of each of the twelve Director nominees to our Board.

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 17

ELECTION OF BOARD OF DIRECTORS


Robert E. Abernathy Retired Chairman and Chief Executive Officer of Halyard Health, Inc., a medical technology company that focuses on eliminating pain, speeding recovery, and preventing infection for healthcare providers and patients worldwide. Mr. Abernathy served as Chairman and Chief Executive Officer of Halyard Health, Inc. from the time of its spinoff from Kimberly-Clark Corporation (“Kimberly-Clark”) in 2014 until his retirement from those positions in 2017. Prior to that, he worked for Kimberly-Clark, a global personal care products company. He joined Kimberly-Clark in 1982 and served in numerous roles of increasing responsibility, including President, Global Healthcare in 2014 and Executive Vice President, from 2013 to 2014. Qualifications, Attributes, Skills and Experience: We believe that our Company can capitalize on Mr. Abernathy’s significant global experience, particularly in developing markets. Further, Mr. Abernathy’s prior role as a Chief Executive Officer of a publicly traded company and service on several other external boards will enable him to provide relevant and topical advice on issues affecting public companies. Mr. Abernathy’s unique perspective gained while working in the healthcare and consumer products industries can add value when evaluating our commercial relationships in those industries.			Director since: 2018 Age: 68 Current Public Company Directorships: •Haemonetics Corporation Former Directorships: •Halyard Health, Inc. •RadioShack Corp. •Lubrizol Corp. •Kimberly-Clark de Mexico
Richard H. Fearon Lead Director of our Board since 2015. Retired Chief Financial and Planning Officer of Eaton plc (“Eaton”), a global manufacturing company. Mr. Fearon served as Chief Financial and Planning Officer of Eaton from 2002, and as Vice Chairman from 2009 until his retirement in 2021. In his position at Eaton, Mr. Fearon was responsible for the accounting, control, corporate development, information systems, internal audit, investor relations, strategic planning, tax and treasury functions of Eaton. Prior to Eaton, Mr. Fearon worked at several large diversified companies, including Transamerica Corporation, NatSteel Limited and The Walt Disney Company. He also serves on the board of the Cleveland Museum of Art. Qualifications, Attributes, Skills and Experience: We believe that Mr. Fearon’s years of experience as Eaton’s Chief Financial Officer, together with his years of service at other large global companies, enable him to provide the Board with important insight and leadership. He has comprehensive knowledge of financial accounting standards and extensive experience in financial statement preparation, corporate finance, corporate development, risk management, and investor relations. As an individual with extensive experience as a sitting executive and leader at a multi-national corporation, Mr. Fearon is particularly equipped to advise our Board on current issues facing our Company. Further, given that he has served as Lead Director since 2015, during which time he has shown deep engagement with our Company reflected by his perfect attendance record at Board and committee meetings, he also provides significant governance expertise.			Director since: 2004 Age: 67 Current Public Company Directorships: •Crown Holdings, Inc. •CRH plc •Hennessy Capital Investment Corp. VI Former Directorships: •Eaton plc •Southern Steel Bhd •Centurion Industries, Ltd.

18 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

ELECTION OF BOARD OF DIRECTORS


Gregory J. Goff Retired Executive Vice Chairman of Marathon Petroleum Corporation (“Marathon”), a leading, integrated, downstream energy company. Mr. Goff served in this capacity from 2018 until his retirement in 2019. Prior to Marathon’s acquisition of Andeavor (formerly Tesoro Corporation), Mr. Goff served as President and Chief Executive Officer from 2010 to 2018, and as Chairman from 2014 to 2018, of Andeavor, a leading company in the independent refining and marketing business. He also served as Chairman and Chief Executive Officer of Andeavor Logistics LP (formerly Tesoro Logistics LP), a NYSE-listed master limited partnership that owned, operated and developed crude oil and refined products and logistics assets, from 2011 to 2018. Prior to joining Tesoro in 2010, Mr. Goff worked for ConocoPhillips Corporation, an integrated energy company, where he held a number of senior leadership positions, most recently Senior Vice President Commercial from 2008 to 2010. Qualifications, Attributes, Skills and Experience: We believe that, as a Board member with proven leadership capabilities and as an executive who has extensive international business experience across Europe, Asia and Latin America, Mr. Goff provides a unique perspective on our strategy and operations. Mr. Goff’s deep understanding of the energy industry and specialty chemical businesses provides valuable insight into Avient’s strategic planning. His experience as the Chief Executive Officer of a large, independent refining and petroleum products marketing company and his participation as a member of national trade associations provide him with valuable experience that can enhance our Board.			Director since: 2011 Age: 66 Current Public Company Directorships: •Exxon Mobil Corporation Former Directorships: •Enbridge Inc. •Marathon •MPLX GP, TLGP •Andeavor •DCP Midstream GP, LLC •QEP Midstream Partners, LP •Western Logistics GP LLC
Neil Green Executive Vice President and Chief Digital Officer at Otis Worldwide Corporation (“Otis”), a leading elevator and escalator manufacturing, installation and service company, since 2020. From 2018 to 2020, Mr. Green served as Otis’ Vice President, Transformation and Chief Digital Officer. Prior to joining Otis, Mr. Green served as Vice President, Data Center Group at Intel Corporation, a semiconductor company, and as President, Intel Federal LLC, a subsidiary of Intel Corporation, from 2015 to 2018, and previously in various other roles of increasing responsibility at Intel Corporation. Qualifications, Attributes, Skills and Experience: We believe that Mr. Green’s role as Chief Digital Officer at a global manufacturing company uniquely positions him to provide insights into Avient’s digital strategy and execution, cloud adoption, mobility, data science, and cybersecurity. We further believe that Mr. Green can provide the Board with relevant and topical advice regarding innovative new technology developments to improve product development, service and manufacturing.			Director since: 2021 Age: 53 Current Public Company Directorships: •None Former Directorships: •None

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 19

ELECTION OF BOARD OF DIRECTORS


William R. Jellison Retired Vice President, Chief Financial Officer of Stryker Corporation (“Stryker”), one of the world’s leading medical technology companies. Since 2017, Mr. Jellison has served as Senior Advisor for Astor Place Holdings, the Private Equity arm of Select Equities, and consults with other public, private equity and investment management firms on the Medtech industry. Previously, Mr. Jellison served as Vice President, Chief Financial Officer of Stryker from 2013 to 2016. Prior to joining Stryker, Mr. Jellison served as the Senior Vice President and Chief Financial Officer of Dentsply International (“Dentsply”), the world’s largest manufacturer of professional dental products, from 1998 to 2013, except for a roughly two-year period of time between 2002 and 2005 when he was a Senior Vice President with full P&L responsibilities for some of Dentsply’s operating divisions located in the U.S., Europe and Asia. Mr. Jellison began his career with the Donnelly Corporation, a publicly traded international automotive parts supplier, where he served in several senior leadership roles, advancing to Vice President of Finance. Qualifications, Attributes, Skills and Experience: We believe that Mr. Jellison brings a unique perspective to the Board, especially with respect to opportunities to further specialize in the healthcare industry. In addition, Mr. Jellison brings substantial financial experience from a large, publicly-traded company to the Board. His experience abroad also provides him with diverse operating experiences in international markets, which provides the Board with a meaningful global business perspective. Mr. Jellison is able to use his experience in serving as an executive at a respected medtech company to guide our Board in driving further specialization.			Director since: 2015 Age: 65 Current Public Company Directorships: •None Current Non-Public Company Directorships: •Young Innovations, Inc. Former Directorships: •None
Sandra Beach Lin Retired President, Chief Executive Officer and Director of Calisolar, Inc. (now Silicor Materials Inc.), a solar silicon company. Ms. Lin served in this capacity from 2010 until her retirement in 2011. Previously, she served as Executive Vice President, then Corporate Executive Vice President, at Celanese Corporation (“Celanese”), a global hybrid chemical company, from 2007 to 2010. Prior to Celanese, Ms. Lin held global senior executive positions at Avery Dennison Corporation, Alcoa Inc. and Honeywell International Inc. Qualifications, Attributes, Skills and Experience We believe that Ms. Lin’s extensive senior executive experience, including as a Chief Executive Officer, leading global businesses in multiple industries provides her with valuable skills to serve on our Board. She has a deep understanding of the specialty chemicals industry, a strong operational foundation and wide-ranging international experience. Ms. Lin also currently serves as a director for two other public companies, and one privately-held precision engineered drug delivery company, which provides her with additional experience she utilizes while serving as a valued member of our Board.			Director since: 2013 Age: 65 Current Public Company Directorships: •American Electric Power Company, Inc. •Trinseo PLC Current Non-Public Company Directorships: •Ripple Therapeutics Former Directorships: •WESCO International, Inc.

20 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

ELECTION OF BOARD OF DIRECTORS


Kim Ann Mink, Ph.D. Former Chairman, President and Chief Executive Officer of Innophos Holdings, Inc. (“Innophos”), a leading international producer of performance-critical and nutritional functional ingredients, with applications in food, health and industrial specialties markets. Dr. Mink served in this capacity from 2015 to 2020. Prior to joining Innophos, Dr. Mink served as Business President of Elastomers, Electrical and Telecommunications at the Dow Chemical Company (“Dow”), a specialty chemicals provider, from 2012 to 2015. She joined Dow in 2009 as Global General Manager, Performance Materials and President and Chief Executive Officer of ANGUS Chemical Co. (then a fully-owned subsidiary of Dow Chemical). Prior to joining Dow, she was Corporate Vice President and Global General Manager, Ion Exchange Resins at the Rohm and Haas Company (now a fully-owned subsidiary of Dow), where she spent more than 20 years serving in numerous senior roles with increasing responsibilities. Qualifications, Attributes, Skills and Experience: We believe Dr. Mink provides us with valuable counsel related to her chemical and advanced materials background. Further, her experience as a Chief Executive Officer of a public company provides Avient with a diverse perspective when forming strategies to guide the direction of our Company. Avient also benefits from her experience and expertise in technology and varied end markets.			Director since: 2017 Age: 63 Current Public Company Directorships: •Eastman Chemical Company •Air Liquide Former Directorships: •Innophos
Ernest Nicolas Chief Supply Chain Officer at HP Inc., a technology company with a product and services portfolio of personal systems, printers, and 3D printing solutions, since 2022. From 2020 to 2022, Mr. Nicolas served as Senior Vice President and Chief Supply Chain Officer at Rockwell Automation, Inc. (“Rockwell Automation”), a global leader in industrial automation and digital transformation. From 2019 to 2020, Mr. Nicolas served as Rockwell Automation’s Senior Vice President, Operations and Engineering Services; from 2018 to 2019, he served as Vice President, Global Supply Chain; and from 2015 to 2018, he served as Vice President, Strategic Sourcing and Supply Management. He joined Rockwell Automation in 2006 and has held numerous positions of increasing responsibility since that time. Prior to joining Rockwell Automation, Mr. Nicolas began his career at General Motors Company. Qualifications, Attributes, Skills and Experience: We believe that Mr. Nicolas’ experience as Chief Supply Chain Officer at a large industrial company provides valuable insights into issues impacting our integrated supply chain. Mr. Nicolas has a deep understanding of supply chain planning, strategic sourcing, manufacturing operations, logistics, customer care, and enterprise quality, and we believe that this can assist Avient’s supply chain leadership. In addition, we believe that Mr. Nicolas’ experience in managing manufacturing in the Asia Pacific region can assist Avient with our manufacturing plans in that region.			Director since: 2021 Age: 45 Current Public Company Directorships: •None Former Directorships: •None

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 21

ELECTION OF BOARD OF DIRECTORS


Robert M. Patterson Chairman, President and Chief Executive Officer of Avient. Mr. Patterson has served as Chairman of Avient since 2016, and as President and Chief Executive Officer of Avient since 2014. Prior to serving in his current roles, he served as Avient’s Executive Vice President and Chief Operating Officer from 2012 until 2014, Executive Vice President and Chief Financial Officer from 2011 until 2012, and Senior Vice President and Chief Financial Officer from 2008 until 2011. Prior to joining Avient, Mr. Patterson served in leadership roles at Novelis, Inc., an aluminum rolled products manufacturer, and SPX Corporation, a multi-industry manufacturer and developer, after starting his career at Arthur Andersen LLP. Qualifications, Attributes, Skills and Experience: We believe that as our Chief Executive Officer and in light of his prior executive experience, Mr. Patterson is particularly well qualified to serve on our Board and as our Chairman, as his service enables him to develop comprehensive knowledge of the various segments of our industry and business and of the critical internal and external challenges we face. His responsibility for developing and executing the Company’s annual operating plans and strategic plans provides him with the knowledge and experience needed to offer unique and valuable input to our Board.			Director since: 2014 Age: 50 Current Public Company Directorships: •Greif, Inc. Former Directorships: •None
Kerry J. Preete Retired Executive Vice President, Chief Strategy Officer for Monsanto Company (“Monsanto”), a leading global provider of technology-based solutions and agricultural products that improve farm productivity and food quality. Mr. Preete served in this capacity from 2010 until his retirement in 2018. Mr. Preete also previously served as Monsanto’s President, Global Crop Protection Division from 2009 to 2010 and Vice President, International Commercial Business from 2008 to 2009. From 1985 to 2008, Mr. Preete served in various roles of increasing responsibility at Monsanto. Qualifications, Attributes, Skills and Experience: Because of his broad experience at a leading, well-known company, we believe Mr. Preete brings an insightful perspective on running a successful, innovative company. Mr. Preete is specifically adept in not only thinking strategically, but also tactically, and these traits will be valuable to Avient as it continues into the future. Further, his global experience and understanding will assist Avient in its plans to operate in different regions and cultures, and we believe his global business acumen is relevant and transferable across industries. Mr. Preete’s operational foundation, strategic expertise, and global experience are assets to Avient’s Board.			Director since: 2013 Age: 62 Current Public Company Directorships: •Univar Solutions Inc. •Corteva, Inc. Former Directorships: •None

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ELECTION OF BOARD OF DIRECTORS


Patricia Verduin, Ph.D. Retired Chief Technology Officer for Colgate-Palmolive Company (“Colgate-Palmolive”), a leading consumer products manufacturer. Dr. Verduin served in this capacity from 2011 until her retirement in 2022. Dr. Verduin was Colgate-Palmolive’s Vice President, Research and Development from 2007 to 2011. Prior to joining Colgate-Palmolive, Dr. Verduin served as Senior Vice President and Chief Science Officer, Grocery Manufacturers Association from 2006 to 2007, as Senior Vice President of Product Quality and Development from 2002 to 2006, and as Senior Vice President of Research and Development, Grocery Products Development from 2000 to 2002 at ConAgra Foods, Inc. (now Conagra Brands, Inc.). Qualifications, Attributes, Skills and Experience: We believe that Dr. Verduin’s experience leading large global science, technology, regulatory, and innovation teams in the corporate setting will provide a unique perspective to our Board. Her role as a Chief Technology Officer and roles in science, innovation and product development will provide valuable insight into leading an innovative company and will allow her to provide expert guidance to our management and Board on our technology and innovation strategies. Dr. Verduin was also heavily involved in M&A activity in her various positions and can assist Avient in its future acquisition strategies.			Director since: 2019 Age: 63 Current Public Company Directorships: •None Former Directorships: •Monsanto
William A. Wulfsohn Former Chairman and Chief Executive Officer of Ashland Global Holdings Inc. (“Ashland”), a global leader in providing specialty chemical solutions to customers in a wide range of customer and industrial markets. Mr. Wulfsohn served in this capacity from 2015 to 2019. He was also a Director and Non-Executive Chairman of Valvoline Inc. (“Valvoline”), a leading worldwide producer and distributer of premium-branded automotive, commercial and industrial lubricants and automotive chemicals, from 2016 until 2018. From 2010 until 2014, Mr. Wulfsohn was President and Chief Executive Officer of Carpenter Technology Corporation (“Carpenter”), a manufacturer of stainless steel, titanium and other specialty metals and engineered products, and was a director of Carpenter from 2009 until 2014. Qualifications, Attributes, Skills and Experience We believe that Mr. Wulfsohn is a valuable member of our Board. He is a proven leader, with deep and varied experience in technology and successful business operations. His background in managing operations in Europe and Asia/Pacific provides him with international expertise that is of value to Avient. Further, we believe his experience as a Chief Executive Officer of publicly-traded specialty companies has given him unique skills to assist in providing guidance on Avient’s continuing transformation.			Director since: 2011 Age: 61 Current Public Company Directorships: •Modine Manufacturing Company Former Directorships: •Anzu Special Acquisition Corp I •Ashland •Carpenter Technology •Valvoline

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 23

ADVISORY VOTE


PROPOSAL 2 — APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), our Board is submitting a “Say on Pay” proposal for shareholder consideration. While the vote to approve Named Executive Officer compensation is non-binding and solely advisory in nature, our Board and the Compensation Committee will review the voting results. If there are a significant number of negative votes, we will seek to understand the concerns that influenced the vote and expect to address them in making future decisions about our executive compensation programs.

At our 2017 Annual Meeting, shareholders voted to hold an advisory “Say on Pay” vote on an annual basis. Accordingly, we have determined to submit an advisory vote to approve our Named Executive Officer compensation to our shareholders at each annual meeting. Subject to this year's advisory vote to approve the frequency of future advisory votes to approve Named Executive Officer compensation (Proposal 3), the Company anticipates continuing to hold an advisory "Say on Pay" vote on an annual basis (with the next one occurring in 2024).

As described more fully in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee of our Board has structured our executive compensation program to achieve the following key objectives:


Objective			How Our Executive Compensation Program Achieves this Objective
Pay-For-Performance			Setting a significant portion of each Named Executive Officer’s total compensation in the form of variable compensation that is earned when pre-established financial performance goals are achieved
Align Executive Compensation with Shareholders’ Interests			Focusing incentive programs on the critical performance measures that determine Avient’s overall success and reward executives for the attainment of short-term results, balanced with the need for sustainable long-term success
Attract, Motivate and Retain Management			Competing effectively to attract, motivate and retain a management team that leads in setting and achieving the overall goals and objectives of Avient

We urge shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. We also encourage you to review the 2022 Summary Compensation Table and other related compensation tables and narratives in the “Executive Compensation” section of this proxy statement, which provide detailed information regarding the compensation of our Named Executive Officers. The Board and the Compensation Committee believe that the policies and procedures described and explained in the “Compensation Discussion and Analysis” section of this proxy statement are effective in achieving our business goals and the compensation of our Named Executive Officers reported in the “Executive Compensation” section of this proxy statement has supported and contributed to the Company’s recent and long-term success.


Our Board recommends a vote FOR the approval, on an advisory basis, of Named Executive Officer compensation.

We believe you should vote “FOR” our Named Executive Officer compensation program and approve the following resolution because the compensation actually earned by our Named Executive Officers for our

24 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

ADVISORY VOTE

2022 performance was aligned with our pay-for-performance objectives, our Company’s performance and shareholder interests:

“RESOLVED, that the compensation paid to Avient’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.”

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FREQUENCY ADVISORY VOTE


PROPOSAL 3 — APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

As required under the Dodd-Frank Act and Section 14A of the Exchange Act, our Board is also providing our shareholders with the opportunity to indicate how frequently we should seek an advisory vote to approve Named Executive Officer compensation. This non-binding advisory vote, which must be held at least once every six years, is commonly referred to as a "Say on Frequency" vote. Under this proposal, shareholders may indicate whether they would prefer to have an advisory vote to approved Named Executive Officer compensation "EVERY YEAR," "EVERY TWO YEARS" or "EVERY THREE YEARS."

The Company's last Say on Frequency vote occurred at our 2017 Annual Meeting. At that meeting, our shareholders voted in favor of holding an advisory vote to approve Named Executive Officer compensation every year, and we have held such vote on an annual basis since that time. It is expected that the next Say on Frequency vote will occur at our 2029 Annual Meeting.

The results of the "Say on Frequency" vote will be advisory and will not be binding upon the Company or the Board. However, the Company and the Board will take into account the outcome of the "Say on Frequency" vote when determining how frequently the Company will conduct future Say on Pay votes, and expects to be guided by the voting option that receives the greatest number of votes, even if that alternative does not receive a majority vote. The Company will disclose its frequency decision as required by the Securities and Exchange Commission (the “SEC”).

After careful consideration, our Board recommends that the Say on Pay vote occur EVERY YEAR. While the Company’s executive compensation programs are designed to promote a long-term connection between pay and performance, our Board recognizes that executive compensation disclosures are made annually. Holding annual Say on Pay votes provides the Company with more direct and immediate feedback on our compensation disclosures. However, shareholders should note that because each Say on Pay vote occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our executive compensation programs in consideration of any one year’s Say on Pay vote by the time of the following year’s annual meeting of shareholders. We believe that annual Say on Pay votes are consistent with our practice of seeking input and engaging in dialogue with our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices.


Our Board recommends a vote for EVERY YEAR on the approval, on an advisory basis, of the frequency of future advisory votes to approve Named Executive Officer compensation.

26 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

EQUITY PLAN


PROPOSAL 4 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AVIENT CORPORATION 2020 EQUITY AND INCENTIVE COMPENSATION PLAN

General

We are asking shareholders to approve an amendment and restatement of the PolyOne Corporation (now known as Avient Corporation) 2020 Equity and Incentive Compensation Plan. On February 13, 2023, upon recommendation by the Compensation Committee, the Board approved and adopted, subject to the approval of the Company’s shareholders at the Annual Meeting, the amendment and restatement of the Avient Corporation 2020 Equity and Incentive Compensation Plan. In this proposal, we refer to the original Avient Corporation 2020 Equity and Incentive Compensation Plan as the “2020 Plan,” and we refer to the amended and restated Avient Corporation 2020 Equity and Incentive Compensation Plan as the “Amended 2020 Plan.”

The Company’s shareholders approved the 2020 Plan, which succeeded the PolyOne Corporation 2017 Equity and Performance Incentive Plan (the “2017 Plan”), at the Company’s 2020 Annual Meeting of Shareholders. The Company also maintained the PolyOne Corporation 2010 Equity and Performance Incentive Plan (the “2010 Plan,” and, together with the 2017 Plan, the “Predecessor Plans”), but no future awards may be granted under the Predecessor Plans. The Amended 2020 Plan and the Predecessor Plans are referred to herein collectively as the "Long-Term Incentive Plans". The 2020 Plan affords the Compensation Committee the ability to design compensatory awards that are responsive to the Company’s needs and includes authorization for a variety of awards designed to advance the interests and long-term success of the Company by encouraging stock ownership among officers and other employees of the Company and its subsidiaries, and non-employee directors of the Company. You are being asked to approve the Amended 2020 Plan.

Shareholder approval of the Amended 2020 Plan would primarily make available for awards under the Amended 2020 Plan an additional 2,500,000 shares of common stock, par value $0.01 per share, of the Company (“Common Shares”), as described below and in the Amended 2020 Plan, with such amount subject to adjustment, including under the share counting rules.

The Board recommends that you vote to approve the Amended 2020 Plan. If the Amended 2020 Plan is approved by shareholders at the Annual Meeting, it will be effective as of the day of the Annual Meeting, and future grants will be made on or after such date under the Amended 2020 Plan. If the Amended 2020 Plan is not approved by our shareholders, then it will not become effective, no awards will be granted under the Amended 2020 Plan, and the 2020 Plan will continue in accordance with its terms as previously approved by our shareholders.

The actual text of the Amended 2020 Plan is attached to this proxy statement as Appendix B. The following description of the Amended 2020 Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix B.

Why We Recommend That You Vote for this Proposal

We believe our future success continues to depend in part on our ability to attract, motivate and retain high quality employees and directors and that the ability to provide equity-based and incentive-based awards under the Amended 2020 Plan is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our employees and directors.

The use of Common Shares as part of our compensation program is also important because equity-based awards continue to be an essential component of our compensation program for key employees, as they

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EQUITY PLAN

link compensation with long-term shareholder value creation and reward participants based on service and/or performance.

The Amended 2020 Plan continues to authorize the Compensation Committee to provide cash awards and equity-based compensation in the form of stock options, appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance units, dividend equivalents and certain other awards, including those denominated or payable in, or otherwise based on, Common Shares, for the purpose of providing our non-employee directors and officers of the Company and its subsidiaries incentives and rewards for service and/or performance. Some of the key features of the Amended 2020 Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below.

In 2020, Company shareholders approved 2,500,000 Common Shares to be used for awards under the 2020 Plan. As of March 1, 2023, 1,038,541 Common Shares remained available under the 2020 Plan (of which 325,749 Common Shares were available for full-value awards, as opposed to stock options or SARs). If the Amended 2020 Plan is not approved, we may be compelled to increase significantly the cash component of our employee and director compensation, which approach may not necessarily align employee and director compensation interests with the investment interests of our shareholders. Replacing equity awards with cash also would increase cash compensation expense and reduce cash available for other strategic purposes.

The following includes aggregated information regarding our view of the overhang and dilution associated with the Predecessor Plans and the 2020 Plan, and the potential dilution associated with the Amended 2020 Plan. This information is as of March 1, 2023. As of that date, there were 91,071,925 Common Shares outstanding:

Common Shares Subject to Outstanding Awards and Available for Future Awards:

•Outstanding full-value awards (RSUs and performance shares – assuming maximum performance): 646,478 Common Shares (approximately 0.7% of our outstanding Common Shares);

•Outstanding stock options and SARs: 2,670,714 Common Shares (approximately 2.9% of our outstanding Common Shares) (outstanding stock options and SARs have an average exercise price of $39.99 and an average remaining term of 7.29 years).

•Total Common Shares subject to outstanding awards (full-value awards, stock options and SARs): 3,317,192 Common Shares (approximately 3.6% of our outstanding Common Shares); and

•Total Common Shares available for future awards under the 2020 Plan: 1,038,541 Common Shares (approximately 1.1% of our outstanding Common Shares), of which 325,749 Common Shares (approximately 0.4% of our outstanding Common Shares) are available for full value awards.

Proposed Common Shares Available for Awards Under the Amended 2020 Plan:

•2,500,000 additional Common Shares (approximately 2.7% of our outstanding Common Shares, which percentage reflects the simple dilution of our shareholders that would occur if the Amended 2020 Plan is approved), subject to adjustment, including under the share counting rules of the Amended 2020 Plan; and

•The total Common Shares subject to outstanding awards as described above as of March 1, 2023 (3,317,192 Common Shares), plus the Common Shares remaining available for future awards under the 2020 Plan as of such date (1,038,541 Common Shares), plus the proposed additional Common Shares available for future awards under the Amended 2020 Plan (2,500,000 Common Shares), represent an approximate total overhang of 6,855,733 shares (7.5%) on a fully-diluted basis.

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EQUITY PLAN

Based on the closing price on the New York Stock Exchange for our Common Shares on March 1, 2023 of $43.86 per share, the aggregate market value as of March 1, 2023 of the new 2,500,000 Common Shares requested under the Amended 2020 Plan was $109,650,000.

In fiscal years 2020, 2021 and 2022, we granted awards under the Predecessor Plans and the 2020 Plan covering 898,551 Common Shares, 746,264 Common Shares, and 677,550 Common Shares, respectively. Based on our basic weighted average of Common Shares outstanding for those three fiscal years of 90,127,668, 91,394,072, and 91,194,842, respectively, for the three-fiscal-year period 2020-2022, our average burn rate, not taking into account forfeitures, was 0.85% (our individual years’ burn rates were 1.00% for fiscal 2020, 0.82% for fiscal 2021, and 0.74% for fiscal 2022).

In determining the number of shares to request for approval under the Amended 2020 Plan, our management team worked with our external advisors and the Compensation Committee to evaluate a number of factors, including our recent share usage and criteria expected to be utilized by institutional proxy advisory firms in evaluating our proposal for the Amended 2020 Plan.

If the Amended 2020 Plan is approved, we intend to utilize the shares authorized under the Amended 2020 Plan to continue our practice of incentivizing key individuals through equity grants. We currently anticipate that the shares requested in connection with the approval of the Amended 2020 Plan will last for three years, based on our historic grant rates, new hiring and the approximate current share price, but could last for a different period of time if actual practice does not match recent rates or our share price changes significantly. As noted below, our Compensation Committee would retain full discretion under the Amended 2020 Plan to determine the number and amount of awards to be granted under the Amended 2020 Plan, subject to the terms of the Amended 2020 Plan, and future benefits that may be received by participants under the Amended 2020 Plan are not determinable at this time.

Our Plan Design Supports Sound Governance Practices:

•limited share recycling provisions;

•no repricing stock options or SARs without shareholder approval;

•no “evergreen” renewal feature;

•grants to non-employee directors are subject to compensation limitations;

•awards are generally subject to one-year minimum vesting requirements; and

•clawback policy applicable to awards under the Amended 2020 Plan.

We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute shareholders’ equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of shareholder interests, as described above.

In evaluating this proposal, shareholders should consider all of the information in this proposal and this proxy statement.


Our Board recommends a vote FOR the approval of the Amendment and Restatement of the Avient Corporation 2020 Equity and Incentive Compensation Plan.

Material Changes From The 2020 Plan

The Amended 2020 Plan (1) increases the number of Common Shares available for awards under the 2020 Plan by 2,500,000 shares, (2) correspondingly increases the limit on shares that may be issued or transferred upon the exercise of incentive stock options granted under the 2020 Plan, during its duration (as described below), by 2,500,000 Common Shares, (3) correspondingly increases the limit on shares that may be made subject to full-value awards granted under the 2020 Plan, during its duration (as described

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EQUITY PLAN

below), by 700,000 Common Shares, (4) revises the clawback provisions of the 2020 Plan to accommodate anticipated final stock exchange clawback listing standards and (5) extends the term of the 2020 Plan until the 10th anniversary of the date of shareholder approval of the Amended 2020 Plan. The Amended 2020 Plan also makes certain other conforming, clarifying or nonsubstantive changes to the terms of the 2020 Plan to implement the Amended 2020 Plan.

We are not seeking to make any other material changes to the terms of the 2020 Plan.

Other Amended 2020 Plan Highlights

Reasonable Amended 2020 Plan Limits. Subject to adjustment as described in the Amended 2020 Plan, awards under the Amended 2020 Plan are limited to (1) 5,000,000 Common Shares (2,500,000 of which were originally approved by shareholders at the 2020 annual meeting of shareholders, and 2,500,000 of which are newly provided for under the Amended 2020 Plan), plus the shares that are subject to awards granted under the Predecessor Plans or the 2020 Plan that are added (or added back, as applicable) pursuant to the share counting rules in the Amended 2020 Plan. These shares may be shares of original issuance or treasury shares, or a combination of the two.

The Amended 2020 Plan also provides that, subject as applicable to adjustment and the applicable share counting provisions as described in the Amended 2020 Plan:

•the aggregate number of Common Shares actually issued or transferred upon the exercise of Incentive Stock Options (as defined below) will not exceed 5,000,000 Common Shares;

•the aggregate number of Common Shares subject to awards of restricted stock, RSUs, performance shares, performance units, awards to non-employee directors (other than stock options or SARs) and Other Awards (as defined below) (after taking into account any forfeitures and cancellations) (“Full Value Awards”) will not, during the life of the Amended 2020 Plan, exceed the sum of (1) 1,400,000 Common Shares (increased by 700,000 under the Amended 2020 Plan), plus (2) the number of Common Shares available for Full Value Awards under the 2017 Plan as of May 14, 2020; and

•no non-employee director will be granted, in any one calendar year, compensation for such

service having an aggregate maximum value (measured at the date of grant, as applicable, and

calculating the value of any awards based on the grant date fair value for financial reporting

purposes) in excess of $600,000.

Allowances for Conversion Awards and Assumed Plans. Common Shares issued or transferred under awards granted under the Amended 2020 Plan in substitution for or conversion of, or in connection with an assumption of, stock options, SARs, restricted stock, RSUs or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added to) the aggregate share limit or other Amended 2020 Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the Amended 2020 Plan, under circumstances further described in the Amended 2020 Plan, but will not count against the aggregate share limit or other Amended 2020 Plan limits described above.

Limited Share Recycling Provisions. Subject to certain exceptions described in the Amended 2020 Plan, if any award granted under the 2020 Plan or Amended 2020 Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under the Amended 2020 Plan. Additionally, if, after May 14, 2020, any Common Shares subject to an award granted under the Predecessor Plans are forfeited, or an award granted under the Predecessor Plans (in whole or in part) is cancelled or forfeited, expires or is settled for cash, or is

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EQUITY PLAN

unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, be available for awards under the Amended 2020 Plan.

The following Common Shares will not be added (or added back, as applicable) to the aggregate share limit under the Amended 2020 Plan: (1) Common Shares withheld by us, tendered or otherwise used in payment of the exercise price of a stock option granted under the 2020 Plan, (2) Common Shares withheld by us, tendered or otherwise used to satisfy tax withholding, and (3) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options granted under the 2020 Plan. Further, Common Shares covered by share-settled SARs that are not actually issued upon the exercise thereof, will not be added (or added back, as applicable) to the aggregate number of shares available under the Amended 2020 Plan. If a participant elects to give up the right to receive compensation in exchange for Common Shares based on fair market value, such Common Shares will not count against the aggregate number of shares available under the Amended 2020 Plan.

Minimum Vesting. Awards granted under the Amended 2020 Plan will generally vest no earlier than after a minimum one-year vesting period or one-year performance period, as applicable. However, an aggregate of up to 5% of the aggregate number of Common Shares available for awards under the Amended 2020 Plan, as may be adjusted under the terms of the Amended 2020 Plan, may be used for awards that do not at grant comply with such minimum vesting requirement, and awards granted to non-employee directors will not be subject to such minimum vesting requirement. Further, the minimum vesting requirement does not prevent the Compensation Committee, in is sole discretion, from (1) providing for continued vesting or accelerated vesting for any award under the Amended 2020 Plan upon certain events, including in connection with or following a participant’s death, disability or termination of service or a change of control, or (2) exercising certain other discretionary authority under the Amended 2020 Plan (as described below) at any time following the grant of an award.

No Repricing Without Shareholder Approval. Outside of certain corporate transactions or adjustment events described in the Amended 2020 Plan or in connection with a Change of Control, the exercise or base price of stock options and SARs cannot be reduced, and “underwater” stock options or SARs cannot be cancelled in exchange for cash or replaced with other awards, or replaced with stock options or SARs with a lower exercise or base price, as applicable, without shareholder approval under the Amended 2020 Plan.

Change of Control Definition. The Amended 2020 Plan includes a definition of “Change of Control,” which is set forth in the Amended 2020 Plan.

Exercise or Base Price Limitation. The Amended 2020 Plan also provides that, except with respect to certain converted, assumed or substituted awards as described in the Amended 2020 Plan, no stock options or SARs will be granted with an exercise or base price less than the fair market value of a Common Share on the date of grant.

Summary of Other Material Terms of the Amended 2020 Plan

Administration: The Amended 2020 Plan will generally be administered by the Compensation Committee (or its successor), or any other committee of the Board designated by the Board to administer the Amended 2020 Plan. References to the “Committee” in this proposal generally refer to the Compensation Committee or such other committee designated by the Board, or the Board, as applicable. The Committee may from time to time delegate all or any part of its authority under the Amended 2020 Plan to a subcommittee. Any interpretation, construction and determination by the Committee of any provision of the Amended 2020 Plan, or of any Evidence of Award (as defined below) under the Amended 2020 Plan (or related documents), will be final and conclusive. To the extent permitted by applicable law, the Committee may delegate to one or more of its members or to one or more officers, or to one or more agents or advisors of the Company, such administrative duties or powers as it deems advisable. In addition, the Committee may by resolution, subject to certain restrictions set forth in the Amended 2020 Plan, authorize one or more officers of the Company to (1) designate employees to be recipients of

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EQUITY PLAN

awards under the Amended 2020 Plan, and (2) determine the size of such awards. However, the Committee may not delegate such responsibilities to officers for awards granted to non-employee directors, certain officers or certain employees who are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Eligibility: Any person who is selected by the Committee to receive benefits under the Amended 2020 Plan and who is at that time an officer or other employee of the Company or any of its subsidiaries (including a person who has agreed to commence serving in such capacity within 90 days of the date of grant) is eligible to participate in the Amended 2020 Plan. In addition, certain persons, who satisfy the Form S-8 definition of "employee," and non-employee directors of the Company, may also be selected by the Committee to participate in the Amended 2020 Plan. As of March 1, 2023, there were approximately 141 employees and 11 non-employee directors of the Company expected to participate in the Amended 2020 Plan out of a total of 9,605 employees and 11 non-employee directors providing services to the Company. The basis for participation in the Amended 2020 Plan by eligible persons is the selection of such persons for participation by the Committee (or its proper delegate) in its discretion.

Share Counting: Generally, the aggregate number of Common Shares available under the Amended 2020 Plan will be reduced by one Common Share for every one Common Share subject to an award granted under the Amended 2020 Plan.

Types of Awards Under the Amended 2020 Plan: Pursuant to the Amended 2020 Plan, the Company may grant stock options (including stock options intended to be “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986 (the “Code”) (“Incentive Stock Options”)), SARs, restricted stock, RSUs, performance shares, performance units, cash incentive awards, and certain other awards based on or related to our Common Shares.

Generally, each grant of an award under the Amended 2020 Plan will be evidenced by an award agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee (an “Evidence of Award”), which will contain such terms and conditions as the Committee may determine, consistent with the Amended 2020 Plan. A brief description of the types of awards which may be granted under the Amended 2020 Plan is set forth below.

Stock Options: A stock option is a right to purchase Common Shares upon exercise of the stock option. Stock options granted to an employee under the Amended 2020 Plan may consist of either an Incentive Stock Option, a non-qualified stock option that is not intended to be an “incentive stock option” under Section 422 of the Code, or a combination of both. Incentive Stock Options may only be granted to employees of the Company or certain of our related corporations. Except with respect to certain awards issued in substitution for, in conversion of, or in connection with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, stock options must have an exercise price per share that is not less than the fair market value of a Common Share on the date of grant. The term of a stock option may not extend more than 10 years from the date of grant. The Committee may provide in an Evidence of Award for the automatic exercise of a stock option.

Each grant of a stock option will specify the applicable terms of the stock option, including the number of Common Shares subject to the stock option and the required period or periods of the participant’s continuous service, if any, before any stock option or portion of a stock option will vest. Stock options may provide for continued vesting or the earlier vesting of the stock options, including in the event of death, disability or termination of employment or service of the participant or in the event of a Change of Control.

Any grant of stock options may specify management objectives regarding the vesting of the stock options. Each grant will specify whether the consideration to be paid in satisfaction of the exercise price will be payable: (1) in cash, by check acceptable to the Company, or by wire transfer of immediately available funds; (2) by the actual or constructive transfer to the Company of Common Shares owned by the

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participant (or certain other consideration authorized under the Amended 2020 Plan) with a value at the time of exercise that is equal to the total exercise price; (3) subject to any conditions or limitations established by the Committee, by a net exercise arrangement pursuant to which the Company will withhold Common Shares otherwise issuable upon exercise of a stock option; (4) by a combination of the foregoing methods; or (5) by such other methods as may be approved by the Committee. To the extent permitted by law, any grant may provide for deferred payment of the exercise price from the proceeds of a sale through a bank or broker of some or all of the shares to which the exercise relates. Stock options granted under the Amended 2020 Plan may not provide for dividends or dividend equivalents. The exercise of a stock option will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right (as defined below).

Subject to certain limitations described in the Amended 2020 Plan, the Committee may substitute, without receiving a participant’s permission, SARs payable only in Common Shares (or SARs payable in Common Shares or cash, or a combination of both) for outstanding stock options. However, the terms of the substituted SARs must be substantially the same as the terms for the stock options and the difference between the fair market value of the underlying Common Shares and the base price of the SARs must be equivalent to the difference between the fair market value of the underlying Common Shares and the exercise price of the stock options.

Appreciation Rights: The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting (1) to any optionee, of Tandem Appreciation Rights in respect of stock options granted under the Amended 2020 Plan, and (2) to any participant, of Free-Standing Appreciation Rights. A “Tandem Appreciation Right” is a right of the optionee, exercisable by surrender of the related stock options, to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the spread between the exercise price of such related stock options and the value of the Common Shares (not exceeding 100%) at the time of exercise. Tandem Appreciation Rights may generally be granted at any time prior to the exercise or termination of the related stock options. However, a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A “Free-Standing Appreciation Right” is a right of the participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the spread between the base price of such Free-Standing Appreciation Right and the value of the Common Shares (not exceeding 100%) at the time of exercise.

Each Evidence of Award with respect to a grant of SARs will describe such SARs, identify the related stock options (if applicable), and contain such other terms and provisions, consistent with the Amended 2020 Plan, as the Committee may approve. Appreciation rights may provide for continued vesting or earlier vesting, including in the case of death, disability or termination of employment or service of the participant or in the event of a Change of Control. Any grant of SARs may specify management objectives regarding the vesting of such SARs. The Committee may provide in an Evidence of Award for the automatic exercise of a SAR. A SAR may be paid in cash, Common Shares or any combination of the two.

Except with respect to certain awards issued in substitution for, in conversion of, or in connection with an assumption of SARs held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, the base price of a Free-Standing Appreciation Right may not be less than the fair market value of a Common Share on the date of grant. Any grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the related stock option is also exercisable and at a time when the spread is positive, and by surrender of the related stock option for cancellation. Except with respect to certain awards issued in substitution for, in conversion of, or in connection with an assumption of SARs held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, the option price of the stock option to which the Tandem Appreciation Right relates may not be less than the fair market value of a Common Share on the date of grant of the stock option. The term of a Free-Standing Appreciation Right may not extend more

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than 10 years from the date of grant. Appreciation rights granted under the Amended 2020 Plan may not provide for dividends or dividend equivalents.

Restricted Stock: Restricted stock constitutes an immediate transfer of the ownership of Common Shares to the participant in consideration of the performance of services, entitling such participant to voting and other ownership rights (subject in particular to certain dividend provisions in the Amended 2020 Plan), subject to the substantial risk of forfeiture and restrictions on transfer determined by the Committee for a period of time determined by the Committee or until certain management objectives specified by the Committee are achieved. Each such grant or sale of restricted stock may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value per Common Share on the date of grant.

Any grant of restricted stock may specify management objectives regarding the vesting of the restricted stock. Any grant of restricted stock may require that any and all dividends or distributions paid on restricted stock that remains subject to a substantial risk of forfeiture be automatically deferred and/or reinvested in additional restricted stock, which will be subject to the same restrictions as the underlying restricted stock, but any such dividends or other distributions on restricted stock must be deferred until, and paid contingent upon, the vesting of such restricted stock.

Restricted stock may provide for continued vesting or the earlier vesting of such restricted stock, including in the event of death, disability or termination of employment or service of the participant or a Change of Control.

Restricted Stock Units: RSUs awarded under the Amended 2020 Plan constitute an agreement by the Company to deliver Common Shares, cash, or a combination of the two, to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include achievement regarding management objectives) during the restriction period as the Committee may specify. Each grant or sale of RSUs may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value of our Common Shares on the date of grant.

RSUs may provide for continued vesting or the earlier lapse or other modification of the restriction period, including in the event of death, disability or termination of employment or service of the participant or in the event of a Change of Control.

During the restriction period applicable to RSUs, the participant will have no right to transfer any rights under the award and will have no rights of ownership in the Common Shares deliverable upon payment of the RSUs and no right to vote them. Rights to dividend equivalents may be extended to and made part of any RSU award at the discretion of and on the terms determined by the Committee, on a deferred and contingent basis, based upon the vesting of such RSUs. Each grant or sale of RSUs will specify the time and manner of payment of the RSUs that have been earned. An RSU may be paid in cash, Common Shares or any combination of the two.

Performance Shares, Performance Units, and Cash Incentive Awards: Performance shares, performance units and cash incentive awards may also be granted to participants under the Amended 2020 Plan. A performance share is a bookkeeping entry that records the equivalent of one Common Share, and a performance unit is a bookkeeping entry that records a unit equivalent to $1.00 or such other value as determined by the Committee. Each grant will specify the number or amount of performance shares or performance units, or the amount payable with respect to a cash incentive award being awarded, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.

Each grant of a cash incentive award, performance shares or performance units will specify management objectives regarding the earning of the award. Each grant will specify the time and manner of payment of performance shares, performance units or a cash incentive award that have been earned.

Any grant of performance shares or performance units may provide for the payment of dividend equivalents in cash or in additional Common Shares, which dividend equivalents will be subject to

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deferral and payment on a contingent basis based on the participant’s earning and vesting of the performance shares or performance units, as applicable, with respect to which such dividend equivalents are paid.

The performance period with respect to each cash incentive award or grant of performance shares, performance units or cash incentive award will be a period of time determined by the Committee and within which the management objectives relating to such award are to be achieved. The performance period may be subject to continued vesting or earlier lapse or modification, including in the event of death, disability or termination of employment or service of the participant or in the event of a Change of Control.

Awards to Non-Employee Directors: The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to non-employee directors of stock options, SARs or other awards and may also authorize the grant or sale of Common Shares, restricted stock or RSUs to non-employee directors. Each grant of an award to a non-employee director will be upon such terms and conditions as approved by the Committee and will be evidenced by an Evidence of Award in such form as will be approved by the Committee. Such awards may provide for continued vesting or earlier vesting, including in connection with or following the death, disability, termination of service of a participant or a Change of Control.

Each grant will specify in the case of stock options, an exercise price per share, and in the case of a Free-Standing Appreciation Right, a base price per share, which will generally not be less than the market value per share on the date of grant. Each stock option and Free-Standing Appreciation Right granted under the Amended 2020 Plan to a non-employee Director will expire not more than ten years from the date of grant and will be subject to earlier termination as provided in the Amended 2020 Plan. If a non-employee Director subsequently becomes an employee of the Company or a specified subsidiary while remaining a member of the Board, any award held under the Amended 2020 Plan by such individual at the time of such commencement of employment will not be affected thereby. Non-employee directors may be awarded, or may be permitted to elect to receive, pursuant to procedures established by the Committee, all or any portion of their annual retainer, meeting fees or other fees in Common Shares, restricted stock, RSUs or other awards under the Amended 2020 Plan in lieu of cash.

Other Awards: Subject to applicable law and applicable share limits under the Amended 2020 Plan, the Committee may authorize the grant to any participant of Common Shares or such other awards (“Other Awards”) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such Common Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified subsidiaries, affiliates or other business units or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value of securities of, or the performance of the subsidiaries, affiliates or other business units of the Company. The Committee will determine the terms and conditions of any such awards. Common Shares delivered under such an award in the nature of a purchase right granted under the Amended 2020 Plan will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, cash, Common Shares, other awards, notes or other property, as the Committee determines.

In addition, the Committee may grant cash awards, as an element of or supplement to any other awards granted under the Amended 2020 Plan. The Committee may also authorize the grant of Common Shares as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the Amended 2020 Plan or under other plans or compensatory arrangements, subject to terms determined by the Committee in a manner that complies with Section 409A of the Code.

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Other Awards may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the death, disability or termination of employment or service of the participant or in the event of a Change of Control. The Committee may provide for the payment of dividends or dividend equivalents on Other Awards on a deferred and contingent basis, in cash or in additional Common Shares, based upon the earning and vesting of such awards.

Change of Control: The Amended 2020 Plan includes a definition of “Change of Control.” In general, a Change of Control means the occurrence of specified events, as further described in the Amended 2020 Plan.

Management Objectives: The Amended 2020 Plan generally provides that any of the awards set forth above may be granted subject to the achievement of specified management objectives. Management objectives are defined as the measurable performance objective or objectives established pursuant to the Amended 2020 Plan for participants who have received grants of performance shares, performance units or cash incentive awards or, when so determined by the Committee, stock options, SARs, restricted stock, RSUs, dividend equivalents or Other Awards.

Additionally, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the management objectives unsuitable, the Committee may in its discretion modify such management objectives or the goals or actual levels of achievement regarding the management objectives, in whole or in part, as the Committee deems appropriate and equitable.

Transferability of Awards: Except as otherwise provided by the Committee and subject to the terms of the Amended 2020 Plan with respect to Section 409A of the Code, no stock option, SAR, restricted stock, RSU, performance share, performance unit, cash incentive award, Other Award or dividend equivalents paid with respect to awards made under the Amended 2020 Plan will be transferrable by a participant except by will or the laws of descent and distribution. In no event will any such award granted under the Amended 2020 Plan be transferred for value. Except as otherwise determined by the Committee, stock options and SARs will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the participant in a fiduciary capacity under state law or court supervision.

The Committee may specify on the grant date that all or part of the Common Shares that are subject to awards under the Amended 2020 Plan will be subject to further restrictions on transfer.

Adjustments: The Committee will make or provide for such adjustments in: (1) the number of and kind of Common Shares covered by outstanding stock options, SARs, restricted stock, RSUs, performance shares and performance units granted under the Amended 2020 Plan; (2) if applicable, the number of and kind of Common Shares covered by Other Awards granted pursuant to the Amended 2020 Plan; (3) the exercise price or base price provided in outstanding stock options and SARs, respectively; (4) cash incentive awards; and (5) other award terms, as the Committee in its sole discretion, exercised in good faith determines to be equitably required in order to prevent dilution or enlargement of the rights of participants or optionees that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company; (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities; or (c) any other corporate transaction or event having an effect similar to any of the foregoing.

In the event of any such transaction or event, or in the event of a Change of Control of the Company, the Committee may provide in substitution for any or all outstanding awards under the Amended 2020 Plan such alternative consideration (including cash), if any, as it may in good faith determine to be equitable under the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each stock option or SAR with an exercise price or base price, respectively, greater than the consideration offered in connection with any

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such transaction or event or Change of Control of the Company, the Committee may in its sole discretion elect to cancel such stock option or SAR without any payment to the person holding such stock option or SAR. The Committee will make or provide for such adjustments to the numbers of Common Shares available under the Amended 2020 Plan and the share limits of the Amended 2020 Plan as the Committee in its sole discretion may in good faith determine to be appropriate to reflect such transaction or event. However, any adjustment to the limit on the number of Common Shares that may be issued upon exercise of Incentive Stock Options will be made only if and to the extent such adjustment would not cause any stock option intended to qualify as an Incentive Stock Option to fail to so qualify.

Prohibition on Repricing: Except in connection with certain corporate transactions or changes in the capital structure of the Company or in connection with a Change of Control, the terms of outstanding awards may not be amended to (1) reduce the exercise price or base price of outstanding stock options or SARs, respectively, or (2) cancel outstanding “underwater” stock options or SARs (including following a participant’s voluntary surrender of “underwater” stock options or SARs) in exchange for cash, Other Awards or stock options or SARs with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original stock options or SARs, as applicable, without shareholder approval. The Amended 2020 Plan specifically provides that this provision is intended to prohibit the repricing of “underwater” stock options and SARs and that it may not be amended without approval by our shareholders.

Detrimental Activity and Recapture: Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or forfeiture and repayment to us of any gain related to an award, or include other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee or the Board from time to time, or as required by applicable law or any applicable rules or regulations promulgated by the SEC or the Company’s applicable stock exchange. In addition, any Evidence of Award or such clawback policy may provide for cancellation or forfeiture of an award or the forfeiture and repayment of any Common Shares issued under and/or any other benefit related to an award, or include other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Committee or the Board or under Section 10D of the Securities Exchange Act of 1934 and any applicable rules and regulations promulgated by the SEC or the Company’s applicable stock exchange.

Grants to Non-U.S. Based Participants: In order to facilitate the making of any grant or combination of grants under the Amended 2020 Plan, the Committee may provide for such special terms for awards to participants who are foreign nationals, who are employed by the Company or any of its subsidiaries outside of the United States of America or who provide services to the Company or any of its subsidiaries under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Committee may approve such supplements to, or amendments, restatements or alternative versions of, the Amended 2020 Plan (including sub-plans) (to be considered part of the Amended 2020 Plan) as it may consider necessary or appropriate for such purposes, provided that no such special terms, supplements, amendments or restatements will include any provisions that are inconsistent with the terms of the Amended 2020 Plan as then in effect unless the Amended 2020 Plan could have been amended to eliminate such inconsistency without further approval by our shareholders.

Withholding: To the extent the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a participant or other person under the Amended 2020 Plan, and the amounts available to us for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements, in the discretion of the Committee, may include relinquishment of a portion of such benefit. If a participant’s benefit is to be received in the form of Common Shares, and such participant fails to make arrangements for the payment of taxes or

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other amounts, then, unless otherwise determined by the Committee, we will withhold Common Shares having a value equal to the amount required to be withheld. When a participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares required to be delivered to the participant, Common Shares having a value equal to the amount required to be withheld or by delivering to us other Common Shares held by such participant. The Common Shares used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in the participant’s income. In no event will the fair market value of the Common Shares to be withheld and delivered pursuant to the Amended 2020 Plan exceed the maximum amount required to be withheld to satisfy applicable withholding taxes or other amounts in connection with the benefit. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of Common Shares acquired upon the exercise of stock options.

No Right to Continued Employment: The Amended 2020 Plan does not confer upon any participant any right with respect to continuance of employment or service with the Company or any of its subsidiaries.

Effective Date of the Amended 2020 Plan: The 2020 Plan became effective on May 14, 2020. The Amended 2020 Plan will become effective on the date it is approved by the Company’s shareholders.

Amendment and Termination of the Amended 2020 Plan: The Board generally may amend the Amended 2020 Plan from time to time in whole or in part. However, if any amendment, for purposes of applicable stock exchange rules (and except as permitted under the adjustment provisions of the Amended 2020 Plan) (1) would materially increase the benefits accruing to participants under the Amended 2020 Plan, (2) would materially increase the number of securities which may be issued under the Amended 2020 Plan, (3) would materially modify the requirements for participation in the Amended 2020 Plan, or (4) must otherwise be approved by our shareholders in order to comply with applicable law or the rules of the New York Stock Exchange, or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded or quoted, all as determined by the Board, then such amendment will be subject to shareholder approval and will not be effective unless and until such approval has been obtained.

Further, subject to the Amended 2020 Plan’s prohibition on repricing, the Committee generally may amend the terms of any award prospectively or retroactively. Except in the case of certain adjustments permitted under the Amended 2020 Plan, no such amendment may be made that would materially impair the rights of any participant without his or her consent. If permitted by Section 409A of the Code and subject to certain other limitations set forth in the Amended 2020 Plan, including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances, or in the event of a Change of Control, the Committee may provide for continued vesting or accelerate the vesting of certain awards granted under the Amended 2020 Plan or waive any other limitation or requirement under any such award.

The Board may, in its discretion, terminate the Amended 2020 Plan at any time. Termination of the Amended 2020 Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination. No grant will be made under the Amended 2020 Plan on or after the 10th anniversary of the date shareholders approve the Amended 2020 Plan, but all grants made prior to such date will continue in effect thereafter subject to their terms and the terms of the Amended 2020 Plan.

New Plan Benefits

It is not possible to determine the specific amounts and types of awards that may be awarded in the future under the Amended 2020 Plan because the grant and actual pay-out of awards under the Amended 2020 Plan are subject to the discretion of the plan administrator.

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U.S. Federal Income Tax Consequences

The following is a brief summary of certain of the Federal income tax consequences of certain transactions under the Amended 2020 Plan based on federal income tax laws in effect. This summary, which is presented for the information of shareholders considering how to vote on this proposal and not for Amended 2020 Plan participants, is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Tax Consequences to Participants

Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the recipient for such restricted stock) at such time as the restricted stock is no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

Performance Shares, Performance Units, and Cash Incentive Awards. No income generally will be recognized upon the grant of performance shares, performance units or cash incentive awards. Upon payment in respect of the earn-out of performance shares, performance units or cash incentive awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted Common Shares received.

Nonqualified Stock Options. In general:

•no income will be recognized by an optionee at the time a non-qualified stock option is granted;

•at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the exercise price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and

•at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Incentive Stock Options. No income generally will be recognized by an optionee upon the grant or exercise of an Incentive Stock Option. If Common Shares are issued to the optionee pursuant to the exercise of an Incentive Stock Option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the exercise price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.

If Common Shares acquired upon the exercise of an Incentive Stock Option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

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Appreciation Rights. No income will be recognized by a participant in connection with the grant of a SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted Common Shares received on the exercise.

Restricted Stock Units. No income generally will be recognized upon the award of RSUs. The recipient of an RSU award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted Common Shares on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.

Tax Consequences to the Company and its Subsidiaries

To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

Awards Granted to Certain Persons

The table below shows the number of awards granted under the 2020 Plan to the named executive officers and the other individuals and groups indicated below since its inception through March 1, 2023.


AVIENT CORPORATION 2020 EQUITY AND INCENTIVE COMPENSATION PLAN


Name and Position/Group	Number of Common Shares or Common Shares Subject to RSUs	Number of Common Shares Subject to SARs	Number of Common Shares Subject to Performance Shares
Named Executive Officers:
Robert M. Patterson, Chairman, President and Chief Executive Officer	132,044	470,850	—
Jamie A. Beggs, Senior Vice President, Chief Financial Officer	63,565	75,750	—
Michael A. Garratt, Senior Vice President, President, Color, Additives and Inks, EMEA	15,491	54,950	—
Lisa K. Kunkle, Senior Vice President, General Counsel and Secretary	17,221	60,950	—
Joel R. Rathbun, Senior Vice President, Mergers and Acquisitions	16,791	59,400	—
All current executive officers, as a group	297,374	905,720
All current non-employee directors, as a group	104,383	—	—
Each nominee for election as a director	104,383	—	—
Each associate of any of the foregoing	—	—	—
Each other person who received at least 5% of all awards	—	—	—
All employees, including current officers who are not executive officers, as a group	572,697	1,500,010	—

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Registration with the SEC

We intend to file a Registration Statement on Form S-8 relating to the issuance of Common Shares under the Amended 2020 Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the Amended 2020 Plan by our shareholders.


EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2022


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) (a)	Weighted-average exercise price of outstanding options, warrants and rights(2) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3) (c)
Equity compensation plans approved by security holders	2,859,350	$39.08	1,721,673
Equity compensation plans not approved by security holders	—	—	—
Total	2,859,350	$39.08	1,721,673

(1) This amount represents shares of common stock underlying awards that have been granted under the terms of the 2010 Plan, the 2017 Plan and the 2020 Plan, including 2,211,939 shares issuable pursuant to outstanding stock appreciation rights (SARs) (assuming maximum achievement, so this aggregate reported number may overstate actual dilution) and 647,411 shares issuable pursuant to outstanding restricted stock unit (RSU) and performance share awards.

(2) Reflects the weighted-average exercise price of SARs, and does not take into account RSUs or performance shares, as such awards have no exercise price.

(3) In addition to options, warrants and rights, the 2020 Plan authorizes the issuance of restricted stock, RSUs and performance shares. This amount represents shares of common stock remaining available for future awards under the 2020 Plan.


Our Board recommends a vote FOR the approval of the Amendment and Restatement of the Avient Corporation 2020 Equity and Incentive Compensation Plan.

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AUDIT


PROPOSAL 5 — RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023

The Audit Committee has appointed EY as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2023. The Board recommends ratification of the Audit Committee’s appointment of EY.

The selection of EY as our independent registered public accounting firm is not required to be submitted to a vote of our shareholders for ratification. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of our independent auditor. The Board is submitting the appointment to our shareholders for ratification as a matter of good corporate practice. If our shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain EY and may retain that firm or another firm without re-submitting the matter to our shareholders. Even if our shareholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of our shareholders.

A representative of EY is expected to be present at the Annual Meeting. The representative will be given an opportunity to make a statement if desired and to respond to appropriate questions regarding EY’s examination of our consolidated financial statements and records for the year ended December 31, 2022.


Our Board recommends a vote FOR the ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2023.


INDEPENDENT REGISTERED PUBLIC ACCOUNTANT SERVICES AND RELATED FEE ARRANGEMENTS

Services provided by EY, our independent registered public accounting firm, and related fees in each of the last two fiscal years were as follows:

Audit Fees. Audit services include the annual audit of the consolidated financial statements, the audit of internal controls over financial reporting, the reviews of our quarterly reports on Form 10-Q, the issuance of comfort letters and consents, the review of registration statements filed with the SEC, accounting and financial reporting consultations and international statutory audits. Fees for audit services totaled $5.9 million in 2022 and $5.2 million in 2021. The full Audit Committee or the Chair of the Audit Committee pre-approved all audit services and related fee arrangements for 2022 in accordance with the Audit Committee Pre-Approval Policy for all Audit and Non-Audit Services and Related Fee Arrangements.

Audit-Related Fees. Audit-related services principally include employee benefit plan audits, accounting consultations, attest services that are not required by statute or regulation and other international attest services not classified as audit fees. There were no fees for audit-related services billed in 2022 or 2021.

Tax Fees. Tax services include tax compliance, tax advice and tax planning. Fees for tax services totaled $1.5 million in 2022 and $0.8 million in 2021. The Audit Committee pre-approved all tax fee arrangements billed in 2022.

All Other Fees. No fees for other services were billed in 2022 or 2021.

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Our Audit Committee Pre-Approval Policy for all Audit and Non-Audit Services and Related Fee Arrangements (the “Pre-Approval Policy”) requires our Audit Committee to pre-approve all audit and non-audit services performed by EY in order to assure that the provision of such services and related fee arrangements do not impair EY’s independence. Under the Pre-Approval Policy, the Audit Committee may delegate pre-approval authority to one or more of its members, and the member or members to whom the Audit Committee delegates such authority must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee has formally delegated this pre-approval authority to its Chair. Management has no authority to approve services performed by EY that have not been pre-approved by the Audit Committee. The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period.

EY will provide us a description of work scope and supporting back-up documentation regarding the specific services they will provide. At each meeting of the Audit Committee, the current year’s previously pre-approved independent auditor fees along with any proposed revisions will be presented for approval. Any interim requests between Audit Committee meetings to provide services that require separate pre-approval will be submitted to the Audit Committee or the Audit Committee Chair by EY and our Chief Financial Officer, or Controller, and must include a statement as to whether, in each of their respective views, the request is consistent with the Commission’s rules on auditor independence.


REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board in fulfilling its oversight responsibilities to shareholders relating to the integrity of the Company’s consolidated financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s internal and independent auditors. The Audit Committee’s specific responsibilities are described in its charter, which is available on the Company’s website at: www.avient.com under the heading “Investors” and the subheading “Governance.”

The Audit Committee currently consists of six Directors, each of whom our Board has determined to meet the requirements of the New York Stock Exchange (the “NYSE”) for independence and financial literacy. Five members of the Audit Committee also meet the requirements of an “audit committee financial expert” as defined by the SEC.

The Audit Committee approves, subject to shareholder ratification, the appointment of the Company’s independent registered public accounting firm and pre-approves all audit and non-audit services to be performed by the firm. The Audit Committee has retained Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Audit Committee through its Chair is also directly involved in the selection of EY’s lead engagement partner, which occurs every five years. The most recent lead engagement partner rotation occurred at the start of 2022.

Avient’s Audit Committee believes that the continued retention of EY to serve as Avient’s independent registered public accounting firm is in the best interests of Avient and its shareholders. In making such determination, the Audit Committee considers, among other things, an evaluation of EY’s performance, qualifications, independence, tenure, and appropriateness of fees, as well as the potential impact of changing auditors. EY has been retained as the independent registered public accounting firm for Avient and its predecessor companies, PolyOne Corporation and The Geon Company, continuously since 1993.

Management has the primary responsibility for the completeness and accuracy of the Company’s consolidated financial statements and disclosures, the financial reporting process and the effectiveness of the Company’s internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 with management and the

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independent registered public accounting firm, including any significant changes in the Company’s selection or application of accounting principles.

The Audit Committee also reviewed and discussed with management and the independent registered public accounting firm management’s report on internal control over financial reporting, including the significance and status of control deficiencies identified and the results of remediation efforts undertaken, to determine the effectiveness of internal control over financial reporting at December 31, 2022. The Audit Committee reviewed with the independent registered public accounting firm, which has the responsibility for expressing an opinion on the conformity of the consolidated financial statements with generally accepted accounting principles and applicable rules and regulations, their judgments as to the quality, not just the acceptability, of Avient’s critical accounting principles and estimates and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. The Audit Committee also reviewed with the independent registered public accounting firm its report on the Company’s internal control over financial reporting at December 31, 2022, including the basis for its conclusions.

The Audit Committee reviewed and discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, EY has provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with EY their firm’s independence from management and Avient. The Audit Committee has approved all audit, audit-related and non-audit services and fees provided to the Company by the independent registered public accounting firm in accordance with its approval process. Based upon the Audit Committee’s considerations, the Audit Committee has concluded that EY is independent.

The Audit Committee discussed with Avient’s internal and independent auditors the overall scope and audit plans and evaluated their performance. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of Avient’s internal control over financial reporting, and the overall quality of Avient’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2022, to be filed with the SEC.

All members of the Audit Committee concur with this report.

The Audit Committee of the Board of Directors

Robert E. Abernathy Sandra Beach Lin

Neil Green Kim Ann Mink

William R. Jellison, Chair William A. Wulfsohn February 13, 2023

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CORPORATE GOVERNANCE


DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines provide that a substantial majority of the members of our Board should be “independent.” To be considered independent, the Board, with input and a recommendation from the Governance and Corporate Responsibility Committee, must affirmatively determine that a given Director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is free from any business, family or other relationship that would reasonably be expected to interfere with the exercise of independent judgment as a Director. The Board considers even immaterial relationships, including transactions, relationships and arrangements with the Company, in its decision-making process to ensure a complete view of each Director’s independence. Under categorical independence standards adopted by our Board, the Board must determine that a Director is not independent if he or she fails to meet the independence standards under the listing standards of the NYSE.

In addition, our categorical independence standards provide that the following categories of relationships between an outside Director and the Company will be treated as immaterial for purposes of determining a Director’s independence.

•If the Director is, or has an immediate family member who is, a partner (general or limited) in, or a controlling stockholder, equity holder, executive officer, other employee or director of any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years where the amount involved in such transaction in any such fiscal year was less than the greater of $1 million or 2% of the organization’s consolidated gross revenues for that year;

•If the Director is, or has an immediate family member who is, a director or trustee of any organization to which the Company has made, or from which the Company has received payments for property or services, and the Director (or his or her immediate family member) was not involved in the negotiations of the terms of the transaction, did not, to the extent applicable, provide any services directly to the Company, and did not receive any special benefits as a result of the transaction; or

•If the Director, or an immediate family member of the Director, serves as an officer, director or trustee of a foundation, university, charitable or other not-for-profit organization, and the Company’s discretionary charitable contributions to the organization, in the aggregate are less than the greater of $1 million or 2% of that organization’s latest publicly available annual consolidated gross revenues.

Our categorical independence standards and the material relationship considerations set forth above are found within our Corporate Governance Guidelines, which are available on our website at www.avient.com, under the heading “Investors” and the subheading “Governance.”

Our Board performed its independence review earlier this year. In applying the categorical standards set forth above and assessing the materiality of any relationships, the Board affirmatively determined that each of our Directors (Messrs. Abernathy, Fearon, Goff, Green, Jellison, Nicolas, Preete, and Wulfsohn, and Mses. Lin, Mink, and Verduin), with the exception of Mr. Patterson, is independent and meets the categorical independence standards described above, has no material relationship with the Company other than that arising solely from the capacity as a Director and, in addition, satisfies the independence requirements of the NYSE, including the NYSE independence standards applicable to the committees on which each such Director serves.

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LEAD DIRECTOR

Our independent Directors meet regularly in executive sessions. Our Corporate Governance Guidelines provide that the independent Directors are to annually select a Lead Director to preside at executive sessions. The Lead Director acts as the key liaison between the independent Directors and Mr. Patterson, the Chairman of our Board and our CEO. The Lead Director is also responsible for coordinating the activities of the other independent Directors and for performing various other duties as may from time to time be determined by the independent Directors. Mr. Fearon has served as our Lead Director since May 2015.


BOARD LEADERSHIP STRUCTURE

Mr. Patterson is the Chairman of our Board and our President and CEO. The Board believes that this leadership structure is appropriate for our Company given the experience and active involvement of our independent Directors, our corporate governance practices and our Lead Director’s role. Having a Lead Director role provides an additional layer of independent oversight of Avient and also provides for an avenue of communication between management and the independent Directors, and among the Directors themselves. The Board believes that this approach serves to strike an effective balance between management and independent Director participation in the Board process.


MAJORITY VOTING FOR DIRECTORS

Our Corporate Governance Guidelines contain a policy relating to majority voting. Pursuant to the policy, any nominee for election as a Director of the Board who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election in an election of Directors that is not a contested election is expected to tender his or her resignation as a Director to the Board promptly following the certification of the election results. Broker non-votes will not be deemed to be votes for or withheld from a Director’s election for purposes of the policy, regardless of the rules treating broker non-votes as withheld in uncontested elections of Directors. The Governance and Corporate Responsibility Committee (without the participation of the affected Director) will consider each resignation tendered under the policy and recommend to the Board whether to accept or reject it. The Board will then take appropriate action on each tendered resignation, taking into account the Governance and Corporate Responsibility Committee’s recommendation. The Governance and Corporate Responsibility Committee, in making its recommendation, and the Board, in making its decision, may consider any factors or other information that it considers appropriate, including the reasons (if any) given by shareholders as to why they withheld their votes, the qualifications of the tendering Director and his or her contributions to the Board and to Avient, and the results of the most recent evaluation of the tendering Director’s performance by the other members of the Board. The Board will promptly disclose its decision whether to accept or reject the Director’s tendered resignation and, if applicable, the reasons for rejecting the tendered resignation.


BOARD OVERSIGHT OF RISK

Our Board oversees a Company-wide approach to risk management that is designed to support the achievement of our strategic objectives and improve long-term organizational performance, which we believe will enhance shareholder value. The Board believes that risk management is not only understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for Avient overall.

Our Board administers its risk oversight function directly and through its committees. The Board has delegated specific risk oversight responsibility to the committees of the Board. Under its Charter, the Audit Committee has oversight of the Company’s risk management processes, including risk oversight related to cybersecurity and data protection. The Audit Committee is responsible for discussing with management our major financial risk exposures and the steps management has taken to monitor and

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control such exposures, including our risk assessment and risk management policies. The Audit Committee also reviews reports related to on-going assessments of the Company’s risk management processes and system of internal control. In addition, the Audit Committee regularly reviews issues that present particular risks to the Company, including those involving information technology and cybersecurity. Specifically regarding cybersecurity, the Audit Committee regularly receives updates from management regarding the Company's defense and detection capabilities, incident response plans and employee training activities. Members of our Information Technology team provide this detailed overview to the Audit Committee of the Company’s cybersecurity efforts and management of that risk at least twice per year. In some instances the full Board also receives the update.

The Environmental, Health and Safety Committee periodically reviews with management the significant risks or exposures faced by Avient relating to safety, health, physical security, environmental, and product stewardship, and steps taken by management to minimize such risks and exposures to the Company and its constituencies. The Environmental, Health and Safety Committee also provides oversight of the systems that are in place to monitor and mitigate our carbon footprint and the potential risks associated with climate change.

The Compensation Committee annually reviews and assesses risks arising from the Company's compensation policies and practices, as described below in the “Risk Assessment of the Compensation Programs” section of this proxy statement.

The Governance and Corporate Responsibility Committee oversees risks related to the Company's programs, policies, and practices related to certain environmental, social, and governance matters, including with regard to how the Board and management evaluate and integrate such matters into our business strategy and decision-making.

Our Board oversees and monitors these committees in exercising their responsibilities relating to risk.

Our Board sets the appropriate “tone at the top” when it comes to risk tolerance and management. Our Board confirms that the risk management processes designed and implemented by our management team are adapted to the Board’s corporate strategy and are functioning as directed. The Board also participates in an ongoing effort to assess and analyze the most likely areas of future risk for the Company by asking our management team to discuss the most likely sources of material future risks and how we are addressing any significant potential vulnerability.

The Board as a group is regularly updated on specific risks in the course of its review of corporate strategy, business plans and reports to the Board by management and its respective committees. The Board believes that certain important categories of risk are assigned to committees that consist of independent Directors. These committees receive, review and evaluate management reports on risk, thereby preserving the benefit of independent risk oversight. The Board believes that the leadership structure of our Board is appropriate given the Board’s oversight of risk as described above.


BOARD OVERSIGHT OF ESG AND SUSTAINABILITY MATTERS

Avient has clear responsibilities related to ESG and sustainability matters. Our Governance and Corporate Responsibility Committee assists the Board in fulfilling its oversight responsibilities related to corporate responsibility, environmental, social and governance matters. Further, our Environmental, Health and Safety Committee oversees and monitors the establishment and maintenance by management of comprehensive safety, health, environmental, physical security and product stewardship policies, standards and practices for the Company. Our Environmental, Health and Safety Committee also provides oversight of the systems that are in place to monitor and mitigate our carbon footprint and potential risks associated with climate change. Additionally, Avient formed an internal Sustainability Council that is responsible for managing ESG initiatives at all levels of our organization in support of our long-term business strategy.

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CODE OF ETHICS, CODE OF CONDUCT AND CORPORATE GOVERNANCE GUIDELINES

In accordance with applicable NYSE listing standards and SEC regulations, the Board has adopted a Code of Ethics, Code of Conduct and Corporate Governance Guidelines. These are also posted and available on our website at www.avient.com, under the heading “Investors” and the subheading “Governance.”


RELATED PERSON TRANSACTIONS

Under our Code of Conduct, we prohibit all employees, including our officers and non-employee Directors from engaging in activities that would impact their ability to carry out their duties in an independent, objective fashion. The Board recognizes that some transactions, arrangements, and relationships present a heightened potential for conflicts of interest (or the perception of conflicts of interest) and, therefore, has adopted a written Related Person Transactions Policy (the “Policy”) governing these transactions. The Policy generally applies to “Related Person Transactions,” defined as any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), in which (i) the Company or any of its subsidiaries was, is or will be a participant and the amount involved exceeds $120,000 and (ii) any of the following persons had, has or will have a direct or indirect material interest (except those transactions, arrangements or relationships that would not be required to be disclosed pursuant to SEC rules after considering the materiality thresholds set forth in Item 404 of Regulation S-K under the Exchange Act):

•our Directors, Director nominees, or Executive Officers;

•any immediate family member of any of the foregoing persons;

•any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; or

•any entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

Pursuant to the Policy, all Related Person Transactions are subject to reasonable prior review and approval by the Audit Committee. In determining whether to approve a Related Person Transaction, the Audit Committee considers the following factors, among others: (1) whether the transaction is in conformity with the Company’s Code of Conduct and is in the best interests of the Company; (2) whether the transaction would be in the ordinary course of the Company’s business; (3) whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party; (4) the disclosure standards set forth in Item 404 of Regulation S-K; and (5) whether the transaction could call into question the status of any Director or Director nominee as an independent director under the rules of the NYSE.

In circumstances where it is not reasonable or practical to wait until the next Audit Committee meeting to review a proposed Related Person Transaction, the Chair of the Audit Committee may review and approve such Related Person Transaction in accordance with the Policy, subject to ratification by the Audit Committee at its next regularly scheduled meeting. Further, if management becomes aware of any Related Person Transactions that were not previously approved under the Policy, such Related Person Transactions shall be presented to the Audit Committee as promptly as practicable for its action.

If a Related Person Transaction is ongoing, the Audit Committee will be responsible for overseeing and annually assessing the continued appropriateness of such Related Person Transaction and may establish guidelines for the Company’s management team to follow in its ongoing dealings with the related person.

There were no related person transactions in 2022.

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COMMUNICATION WITH THE BOARD

Shareholders and other interested parties who wish to communicate directly with the Board as a group, the non-management or independent Directors as a group, or with any individual Director may do so by writing to the Secretary, Avient Corporation, 33587 Walker Road, Avon Lake, Ohio 44012. The mailing envelope and letter must contain a clear notation indicating that the enclosed letter is either a “Shareholder-Board of Directors Communication” or an “Interested Party-Board of Directors Communication,” as appropriate.

The Secretary will review all such correspondence and regularly forward to the Board a log and summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or committees of the Board or that the Secretary otherwise determines requires the Board’s attention, excluding only those items that are not related to Board duties and responsibilities, such as junk mail and mass mailings, product complaints and product inquiries, new product or technology suggestions, job inquiries and resumes, advertisements or solicitations, and surveys. Directors may at any time review a log of all correspondence we receive that is addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee for such matters.


BOARD AND COMMITTEES

Board Attendance

The Board met seven times during 2022, the calendar year being our fiscal year. Each member of our Board attended at least 75% of the meetings held by our Board and the meetings held by the committees of our Board on which such member served during the period for which he or she served as a Director. Each Director is expected to attend annual meetings of shareholders. In 2022, all of our Directors serving at that time attended the annual meeting of shareholders.

Board Committees

As of the date of this proxy statement, our Board has 12 Directors and the following four committees: Audit, Compensation, Governance and Corporate Responsibility, and Environmental, Health and Safety. Each committee meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority to retain outside advisors in its discretion. The primary responsibilities of each committee are summarized below and set forth in detail in each committee’s written charter, which is located on our website at www.avient.com under the heading “Investors” and the subheading “Governance.”

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Audit Committee—Primary Responsibilities and Requirements
Meets with appropriate financial and legal personnel and independent auditors to review our corporate accounting, internal controls, financial reporting and compliance with legal and regulatory requirements			NUMBER OF MEETINGS IN 2022: 7
Exercises oversight of our independent auditors, internal auditors and financial management
Appoints the independent auditors to serve as auditors in examining our corporate accounts			COMMITTEE MEMBERS: R.E. Abernathy N. Green W.R. Jellison (C) S.B. Lin K.A. Mink W.A. Wulfsohn
Reviews reports to management and the Audit Committee related to on-going assessments of the Company's risk management processes and system of internal control, including risk oversight related to cybersecurity and data protection
All of the Audit Committee members meet the financial literacy and independence requirements as set forth in the NYSE listing standards. Each of Messrs. Abernathy, Jellison, and Wulfsohn and Mses. Lin and Mink meet the requirements of an "audit committee financial expert" as defined by the SEC

C = Chair of the Committee


Compensation Committee—Primary Responsibilities and Requirements
Reviews and approves the compensation and other benefits provided to our executive officers and other highly-compensated personnel, and has similar responsibilities with respect to non-employee Directors, except that the Compensation Committee’s actions and determinations for non-employee Directors are subject to the approval of the Board			NUMBER OF MEETINGS IN 2022: 5
Works with Avient senior management in human resources, legal and finance departments to provide oversight for all of our broad-based compensation and benefit programs			COMMITTEE MEMBERS: R.E. Abernathy R.H. Fearon E. Nicolas K.J. Preete (C) W.A. Wulfsohn
Provides policy guidance and oversight on selected human resource policies and practices and, together with the full Board, regularly reviews other human capital matters, including employee recruitment, training and development, diversity and inclusion, and employee engagement overall
Directly engages the resources of one or more independent outside compensation consultants to assess the competitiveness and overall appropriateness of our executive compensation programs
Assesses the independence of its consultants
All members of the Compensation Committee have been determined to be independent as defined by the NYSE listing standards
May delegate responsibilities (including ministerial duties) from time to time, as necessary, to subcommittees or management, but is limited in its ability to delegate authority with respect to matters impacting executive officers and non-employee Directors

C = Chair of the Committee

The Compensation Committee directly retained Willis Towers Watson (the “Consultant”) in 2022 to assist with assessing the competitiveness and overall appropriateness of our executive and director compensation programs. In 2022, the Consultant provided the Compensation Committee with

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comparative compensation information with respect to base salaries and annual and long-term incentive targets to provide the Compensation Committee with a general understanding of current compensation practices in the market. More detailed information about the compensation awarded to our Named Executive Officers in 2022, and the role of the Consultant and management in determining or recommending the amount or form of executive compensation, is provided in the “Compensation Discussion and Analysis” section of this proxy statement. The Consultant regularly attends Compensation Committee meetings, maintains regular contact with the Compensation Committee, and interacts with management to gather the data needed to prepare reports for Compensation Committee review.

The Compensation Committee periodically reviews the relationship with the Consultant including the level and quality of services provided, as well as fees for those services. In addition, expenses for other consulting services provided to Avient by the Consultant that are not related to executive compensation are monitored to ensure that executive compensation consultant independence is maintained. The Consultant provided us with services during 2022 totaling less than $120,000 that were in addition to the services provided in connection with its advice and recommendations on the amount or form of executive and Director compensation.

The Compensation Committee considered all relevant factors, specifically including six consultant independence factors under Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, in assessing the independence of the Consultant. The Compensation Committee reviewed each factor as well as information provided by the Consultant that related to and was responsive to each factor, which assisted in the assessment. Upon completing this assessment, the Compensation Committee also determined

that no “conflicts of interest have been raised by the work performed by the Consultant.”


Governance and Corporate Responsibility Committee— Primary Responsibilities and Requirements
Identifies individuals qualified to become Board members, consistent with criteria approved by the Board			NUMBER OF MEETINGS IN 2022: 3
Selects, or recommends that the Board select, the Director nominees for the next annual meeting of shareholders			COMMITTEE MEMBERS: R.H. Fearon (C) G.J. Goff N. Green S.B. Lin K.J. Preete P. Verduin
Considers and recommends to the Board annual Committee assignments
Develops, reviews and recommends to the Board corporate governance guidelines applicable to Avient and directorship practices
Oversees the annual evaluation of the Board
Assists the Board in fulfilling its oversight responsibilities relating to corporate responsibility, environmental, social and governance matters •Provides oversight and guidance with regard to how the Board and management evaluate and integrate corporate responsibility and sustainability into the Company’s business strategy and decision-making •Receives regular updates from management on these topics and review reports on corporate responsibility and/or sustainability published by the Company
All members of the Governance and Corporate Responsibility Committee have been determined to be independent as defined by the NYSE listing standards

C = Chair of the Committee

The Governance and Corporate Responsibility Committee will consider shareholder suggestions for nominees for election to our Board. A shareholder that wishes to suggest a Director candidate for consideration by the Governance and Corporate Responsibility Committee should follow the procedures

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described for shareholder nominations for Director in the “Proposal 1 – Election of Twelve Director Nominees to Our Board of Directors” section of this proxy statement. The Governance and Corporate Responsibility Committee uses a variety of methods for identifying nominees for election as Directors to our Board, including third-party search firms, recommendations from current Board members and recommendations from shareholders. When using a third-party search firm, the Governance and Corporate Responsibility Committee generally provides such firm with guidance as to the skills, experience, and qualifications that the Governance and Corporate Responsibility Committee is seeking in potential candidates, and the search firm identifies candidates for the Governance and Corporate Responsibility Committee’s consideration. Although Governance and Corporate Responsibility Committee does not have specific minimum qualifications that must be met for a candidate to be nominated as a Director, the Governance and Corporate Responsibility Committee considers the following criteria in evaluating potential candidates:

•Business or professional experience;

•Knowledge and skill in certain specialty areas such as accounting and finance, international markets, physical sciences and technology or the specialty materials industry;

•Personal characteristics, such as ethical standards, integrity, judgment, leadership and the ability to devote sufficient time to our affairs;

•Substantial accomplishments with demonstrated leadership capabilities;

•Freedom from outside interests that conflict with our best interests;

•The diversity of backgrounds and experience each member will bring to the Board, including diversity with respect to race, gender, national origin, ethnicity, nationality, and sexual orientation, as well as differences in viewpoint, background and skill; and

•Our needs from time to time.

The Governance and Corporate Responsibility Committee believes that having a diverse Board helps foster greater innovation, unique thinking and stronger governance. We consider diversity to include differences in race, gender, national origin, ethnicity, nationality, and sexual orientation, as well as differences in viewpoint, background, experience and skills. When identifying nominees for election to the Board, the Governance and Corporate Responsibility Committee will include, and will request that any search firm it engages include, qualified female and racially/ethnically diverse persons in the initial pool from which director nominees are chosen. The Governance and Corporate Responsibility Committee assesses the effectiveness of this policy as part of its regular review of the Company's Corporate Governance Guidelines and by monitoring changes in the Board's composition and diversity mix along a variety of dimensions over time.

The process to determine director nominees for election to the Board is based upon the recommendations of the Governance and Corporate Responsibility Committee, which is responsible for selecting directors to recommend to the Board for election by the shareholders and to recommend qualified individuals to fill vacancies between shareholder meetings. The Governance and Corporate Responsibility Committee will make a preliminary review of a prospective candidate’s background, career experience, and qualifications based on available information. If a consensus is reached by the Governance and Corporate Responsibility Committee that a particular candidate would likely contribute positively to the Board’s mix of skills and experiences, the Governance and Corporate Responsibility Committee will conduct interviews with the candidate and may invite other Board members or senior Avient executives to interview the candidate to assess the candidate’s overall qualifications. In considering director nominees, the Governance and Corporate Responsibility Committee considers the Board skills matrix to determine any gaps in skills and characteristics (including diversity characteristics) identified in the current composition of our Board, and the desirable skills/characteristics for a new Board member.

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CORPORATE GOVERNANCE

The Governance and Corporate Responsibility Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent Directors, and the need for subject matter expertise. The Governance and Corporate Responsibility Committee has established criteria that any Director nominee, whether suggested by a shareholder or otherwise, should satisfy. A nominee for election to the Board who is suggested by a shareholder will be evaluated by the Governance and Corporate Responsibility Committee in the same manner as any other nominee for election to the Board. Finally, if the Governance and Corporate Responsibility Committee determines that a candidate should be nominated for election to the Board, the Governance and Corporate Responsibility Committee will present its findings and recommendation to the full Board for approval.

The Governance and Corporate Responsibility Committee is responsible for confirming that the Board evaluates its performance on an annual basis. The Director evaluation process includes self-evaluation of the Board as a whole and of each Board committee, as well as a peer evaluation. In addition, the Lead Director discusses overall Board effectiveness with each individual Director on an annual basis.


Environmental, Health and Safety Committee—Primary Responsibilities and Requirements
Oversee and monitor the establishment and maintenance by management of comprehensive safety, health, environmental, physical security and product stewardship policies, standards and practices for the Company			NUMBER OF MEETINGS IN 2022: 2
Review significant risks and exposures regarding significant safety, health, physical security, environmental, and product stewardship concerns with management			COMMITTEE MEMBERS: G.J. Goff (C) W.R. Jellison K.A. Mink E. Nicolas R.M. Patterson P. Verduin

C = Chair of the Committee

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 53

CORPORATE GOVERNANCE


BOARD REFRESHMENT AND DIVERSITY

The Governance and Corporate Responsibility Committee is charged with reviewing the composition of the Board and refreshing the Board as appropriate. In the past five years, the Governance and Corporate Responsibility Committee has identified and recommended four new independent Directors. The chart below shows the percentage of our Directors following the Annual Meeting (assuming all nominees are elected) who have tenure in each of the following categories: five or fewer years of service; six to ten years of service; and more than ten years of service.

Our Corporate Governance Guidelines provide that non-employee Directors may not stand for re-election following the date of the Director’s 72nd birthday, although the Board may waive this limitation if it determines such waiver to be in the best interests of the Company. Further, the Board annually assesses its effectiveness through a robust evaluation process, as described above.

Our Governance and Corporate Responsibility Committee seeks to compose a Board with members who have a broad range of experiences, skills and diversity. When identifying nominees for election to the Board, the Governance and Corporate Responsibility Committee will include, and will request that any search firm it engages include, qualified female and racially/ethnically diverse persons in the initial pool from which director nominees are chosen. The Governance and Corporate Responsibility Committee assesses the effectiveness of this policy through its periodic evaluation of the composition of the full Board, including consideration of its diversity mix.

Diversity (1)

5 of 12 Director Nominees

(1) Diversity characteristics are based on information self-identified by each director to the Company.

54 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

NON-EMPLOYEE DIRECTOR COMPENSATION


2022 NON-EMPLOYEE DIRECTOR COMPENSATION

We compensate non-employee Directors for their service on the Board with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement, and consistent with peer company practices. In setting Director compensation, we consider the significant amount of time our Directors spend fulfilling their duties as well as the skill level required of members of our Board. We compensate our non-employee Directors in a way that is competitive, attracts and retains a high caliber of Directors, and aligns their interests with those of our shareholders.


NON-EMPLOYEE DIRECTOR COMPENSATION HIGHLIGHTS

•Annual review and assessment of non-employee Director compensation by the Compensation Committee;

•Comparative assessment of non-employee Director compensation by the Consultant against market data;

•Emphasis on equity in the overall compensation mix to support shareholder alignment;

•Shareholder-approved limit on cash and equity compensation to non-employee Directors under the Long-Term Incentive Plans; and

•Robust stock ownership guideline set at 12,500 shares for each non-employee Director (which amount is equivalent to approximately four times the annual cash retainer, based on the Company's closing stock price on December 30, 2022 of $33.76).


NON-EMPLOYEE DIRECTOR RETAINER AND MEETING FEES

In 2022, we paid our non-employee Directors a retainer at an annual rate of $250,000 (payable in quarterly installments in arrears) consisting of $110,000 in cash and $140,000 in targeted value of fully vested common shares (subject to rounding). In 2022, the Compensation Committee analyzed competitive market data provided by the Consultant relating to both the cash retainer (including the additional cash retainers for the Lead Director and committee chairs, and unscheduled meeting fees) and the equity award value. These compensation elements were compared against Avient’s peer group (as described in the "Compensation Discussion and Analysis"), as well as a general industry group consisting of 128 comparably-sized general industry (excluding financial services and utilities) companies based on median revenues. In the Compensation Committee’s view, this analysis demonstrated that the non-employee Directors’ compensation was reasonably positioned relative to market. No changes were made in 2022 to the Directors' cash retainer and equity award value.

No fees are paid for attendance at regularly scheduled board meetings. We pay individual meeting fees only as follows: $2,000 in cash for each unscheduled Board and committee meeting attended; and $1,000 in cash for participation in each unscheduled significant telephonic Board and committee meeting. In addition, the Lead Director and chairs of the following committees receive the additional fixed annual cash retainers (payable in quarterly installments in arrears) listed below, which were not increased in 2022. We also reimburse Directors for expenses associated with each meeting attended.


Role			Annual Cash Retainers
Lead Director			$30,000
Chair, Audit Committee			$20,000
Chair, Compensation Committee			$15,000
Chair, Environmental, Health and Safety Committee			$15,000
Chair, Governance and Corporate Responsibility Committee			$15,000

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 55

NON-EMPLOYEE DIRECTOR COMPENSATION

Non-employee Directors may defer payment of all or a portion of their annual cash retainer under our Deferred Compensation Plan for Non-Employee Directors (“Deferred Compensation Plan”). Directors may also elect to have their cash retainer converted into our common shares. These shares, as well as the annual retainer consisting of fully vested common shares, may also be deferred under the Deferred Compensation Plan. In 2022, we awarded shares to Directors under the 2020 Plan. Deferred compensation for the participating Directors, whether in the form of cash or common shares, is recorded in a recordkeeping account that reflects the amounts deferred and any applicable notional earnings. Dividends, if any, on the deferred common shares are accrued for the benefit of the participating Directors.


2022 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE


Name	Fees Earned or Paid in Cash (a) ($)	Stock Awards (b) ($)	Total (c) ($)
R.E. Abernathy	111,000	140,027	251,027
R.H. Fearon	156,000	140,027	296,027
G.J. Goff	126,000	140,027	266,027
N. Green	111,000	140,027	251,027
W.R. Jellison	131,000	140,027	271,027
S.B. Lin	111,000	140,027	251,027
K.A. Mink	111,000	140,027	251,027
E. Nicolas (1)	111,000	140,027	251,027
K.J. Preete	126,000	140,027	266,027
P. Verduin	111,000	140,027	251,027
W.A. Wulfsohn	111,000	140,027	251,027

(1) In 2022, Mr. Nicolas deferred payment of all of his annual cash retainer, as well as meeting fees, into the Deferred Compensation Plan, which amounts were invested in Company common shares, rounded up to the nearest whole share. As a result, he was credited with 2,992 common shares under the Deferred Compensation Plan.

Fees Earned or Paid in Cash (column (a))

Non-employee Directors may defer payment of all or a portion of their annual cash retainer (payable in quarterly installments in arrears), as well as meeting, Lead Director, and committee chair fees, into the Deferred Compensation Plan. Fees are prorated based upon time served as a Director, Lead Director, or committee chair in any applicable quarter.

Stock Awards (column (b))

Our non-employee Directors’ stock compensation consisted of an annual award (payable in quarterly installments in arrears) of fully vested common shares, which the Directors could elect to defer. We determined the number of shares to be granted each quarter by dividing the applicable dollar value by the arithmetic average of the high and low stock price on the last trading day of each quarter and rounding to a whole share as partial shares are not issued. We used the following quarterly per share fair market values, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), in calculating the number of shares: March 31, 2022 — $48.83 (717 shares); June 30, 2022 — $39.795 (880 shares); September 30, 2022 — $30.72 (1,139 shares); and December 31, 2022 — $33.66 (1,040 shares). The value of the stock award is prorated based upon time served as a Director in any applicable quarter.

56 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

NON-EMPLOYEE DIRECTOR COMPENSATION


OPTION AWARDS OUTSTANDING AND FULLY-VESTED DEFERRED SHARES

As of December 31, 2022, there were no outstanding stock options held by non-employee Directors. The number of fully-vested deferred shares held in an account for each Director at the end of the 2022 fiscal year is set forth in the following table.


Name			Number of Deferred Shares(1) (#)
R.E. Abernathy			—
R.H. Fearon			—
G.J. Goff			—
N. Green			2,459
W.R. Jellison			40,241
S.B. Lin			39,738
K.A. Mink			22,431
E. Nicolas			8,810
K.J. Preete			34,125
P. Verduin			—
W.A. Wulfsohn			46,853

(1) Dividends paid on shares held in the Deferred Compensation Plan are reinvested in Avient common shares through a dividend reinvestment feature of the Deferred Compensation Plan. The number of deferred shares includes shares acquired through dividend reinvestment through 2022 (including the fourth quarter dividend declared on October 13, 2022 to shareholders of record on December 16, 2022, which was paid on January 6, 2023).

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 57

OWNERSHIP OF AVIENT SHARES


OWNERSHIP OF AVIENT SHARES


BENEFICIAL OWNERSHIP OF OUR COMMON SHARES

The following table shows the number of our common shares beneficially owned as of March 1, 2023 (including shares the individuals have a right to acquire within 60 days of that date) by each of our Directors, each of the executive officers named in the 2022 Summary Compensation Table below and by all Directors and executive officers as a group.


Name	Number of Shares Owned (1)		Right to Acquire Shares		Total Beneficial Ownership	% of Class (4)
Robert E. Abernathy	28,244		—		28,244	*
Richard H. Fearon	135,439		—		135,439	*
Gregory J. Goff	41,849		—		41,849	*
Neil Green	4,920	(2)	—		4,920	*
William R. Jellison	53,739	(2)	—		53,739	*
Sandra B. Lin	41,772	(2)	—		41,772	*
Kim Ann Mink	22,431	(2)	—		22,431	*
Ernest Nicolas	8,810		—		8,810	*
Kerry J. Preete	40,813	(2)	—		40,813	*
Patricia Verduin	14,714		—		14,714	*
William A. Wulfsohn	46,853	(2)	—		46,853	*
Robert M. Patterson	924,761		52,545	(3)	977,306	1.07%
Jamie A. Beggs	—		657	(3)	657	*
Michael A. Garratt	40,313		15,760	(3)	56,073	*
Lisa K. Kunkle	79,813		15,121	(3)	94,934	*
Joel R. Rathbun	39,419		18,710	(3)	58,129	*
21 Directors and executive officers as a group	1,581,833		133,926	(3)	1,715,759	1.88%

* Represents less than 1% of our outstanding common shares.

(1) Except as otherwise stated in the following notes, beneficial ownership of the shares held by each individual consists of sole voting power and sole investment power, or of voting power and investment power that is shared with the spouse or other immediate family member of the individual or with certain trusts. For Named Executive Officers, it includes an approximate number of shares credited to each individual’s account in the Avient Retirement Savings Plan, a tax-qualified defined contribution plan, as follows: L.K. Kunkle, 2,045 shares. The amounts also include an approximate number of shares credited to the Named Executive Officers’ accounts in our Avient Supplemental Retirement Benefit Plan (as defined herein), a non-qualified defined contribution plan, as follows: R.M. Patterson, 349,492 shares, M.A. Garratt, 14,651 shares, J.R. Rathbun, 27,342 shares. The number of common shares allocated to these individuals from both the Retirement Savings Plan and the Supplemental Retirement Benefit plan is provided by the plan administrator in a statement for the period ending February 28, 2023, based on the current market value of the applicable shares held by the individual under each plan. Additional common shares may have been allocated to the accounts of participants since the date that the last statements were received from the administrator.

(2) With respect to the Directors, beneficial ownership includes shares held under the Deferred Compensation Plan for Non-Employee Directors as follows: N. Green, 2,459 shares; W.R. Jellison, 40,241 shares; S.B. Lin, 39,738 shares; K.A. Mink, 22,431 shares; E. Nicolas, 8,810 shares; K.J. Preete, 34,125 shares; and W.A. Wulfsohn, 46,853 shares.

(3) Includes the number of shares that would be acquired if the individuals’ outstanding and exercisable stock-settled stock appreciation rights were exercised within 60 days of March 1, 2023 at $43.86, the closing market price of Avient’s common shares on March 1, 2023.

(4) Based on 91,071,925 common shares outstanding as of March 1, 2023.

58 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

OWNERSHIP OF AVIENT SHARES

The following table shows information relating to all persons who, as of March 1, 2023, were known by us to beneficially own more than five percent of our outstanding common shares based on information provided in Schedule 13Gs and 13Ds filed with the SEC:


Name and Address	Number of Common Shares	% of Class(4)
BlackRock, Inc. 55 East 52nd Street New York, New York 10055(1)	11,190,454	12.29%
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355(2)	10,130,890	11.12%
Marquard & Bahls AG Koreastrasse 7 Hamburg, Germany 20457(3)	4,564,633	5.01%

(1) Based on information contained in a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 26, 2023. As of December 31, 2022, BlackRock, Inc. had sole voting power with respect to 10,967,226 of these shares, sole dispositive power with respect to all of these shares, and shared voting and dispositive power with respect to none of these shares.

(2) Based on information contained in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2023. As of December 31, 2022, The Vanguard Group had sole voting power with respect to none of these shares, sole dispositive power with respect to 9,914,938 of these shares, shared voting power with respect to 129,594 of these shares and shared dispositive power with respect to 215,952 of these shares.

(3) Based on information contained in a Schedule 13G filed by Marquard & Bahls AG with the SEC on March 1, 2023. As of December 31, 2022, Marquard & Bahls AG had sole voting and sole dispositive power with respect to all of these shares, and shared voting and shared dispositive power with respect to none of these shares.

(4) Based on 91,071,925 common shares outstanding as of March 1, 2023.


STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS

The purpose of our stock ownership guidelines (referred to as the “Guidelines”) is to better align our Directors’ financial interests with those of our shareholders by requiring our Directors to own a minimum amount of our shares. In order to reflect the Board’s commitment to share ownership, the required share ownership level for non-employee Directors is a minimum of 12,500 shares (which amount, for 2022, is equivalent to approximately four times the annual cash retainer, based on the Company's closing stock price on December 30, 2022 of $33.76).

The Directors are expected to make continuing progress towards compliance with the Guidelines and to comply fully within five years of becoming subject to the Guidelines. For purposes of our Guidelines, the following types of share ownership and equity awards are included as shares owned: shares directly and indirectly held; shares and phantom shares held in our deferral plans; and restricted stock units. As of the date of this proxy statement, all Directors either meet, or are viewed by us as on track to meet, the Guidelines. All Directors are required to retain 100% of all shares obtained through us, as compensation for services provided to us, with such percentage to be calculated after any reduction in the number of shares to be delivered as a result of any taxes and exercise costs relating to the shares (if applicable). This requirement to retain 100% of all shares obtained from us ceases once the Director has met the Guidelines, as long as the Guidelines continue to be met. Similar policies, as they relate to our Named Executive Officers, are set forth in the “Other Aspects of Our Compensation Programs” section of this proxy statement.

PROXY STATEMENT 2023 | Annual Meeting of Shareholders 59

COMPENSATION DISCUSSION AND ANALYSIS


COMPENSATION DISCUSSION AND ANALYSIS


EXECUTIVE SUMMARY

Avient Corporation provides specialized and sustainable material solutions that transform customer challenges into opportunities, bringing new products to life for a better world. Examples 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.

This section highlights significant Compensation Committee and Company executive compensation actions that occurred in 2022. In addition, it illustrates the relationship between the compensation of our Named Executive Officers and how we measure Company performance.

Our Named Executive Officers for 2022 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

How Pay is Tied to Company Performance. Our compensation programs are designed to: (1) reward employees for generating consistent improvement in Company performance; (2) align compensation with the interests of our shareholders with the ultimate goal of improving long-term shareholder value; and (3) attract, motivate and retain talented executives. We believe that executive compensation, including both pay opportunities and pay actually earned, should be tied to Company performance, which we view in two primary ways:

•The Company’s operating performance, including results against both our long-term and short-term growth targets; and

•Return to shareholders over time.

How our compensation programs contribute to our Company’s success is described below.

Key 2022 Company Performance Results and Return to Shareholders.

60 PROXY STATEMENT 2023 | Annual Meeting of Shareholders

COMPENSATION DISCUSSION AND ANALYSIS

strongest portfolio offering in the history of the company with 100% of sales now being generated from specialty applications.

2022 Company performance highlights include: