DEF 14A of Aptargroup, Inc., Mar 22, 2024

DEF 14A of Aptargroup, Inc.

Filed Mar 22, 2024 · FY20230001558370-24-003740

Open on EDGAR

  1. Our Nominees at a Glance

    Our Nominees at a Glance

  2. Our Nominees at a Glance

    | | | | | | | Committees | | | | | Name and Primary or Former Occupation | Age | Director Since | Independent | Other Public Company Boards | Audit | Management Development and Compensation | Corporate Governance | | | SARAH GLICKMAN Chief Financial Officer and Principal Accounting Officer for Criteo S.A. | 54 | 2023 | | 1 | M | | | | | MATT TREROTOLA Chief Executive Officer and Chair of the Board of Enovis | 56 | 2022 | | 1 | M | | C | | | RALF K. WUNDERLICH Independent Consultant and Senior Advisor to private equity firms | 57 | 2009 | | 1 | | M | | | C = Committee Chair; M = Committee Member | | | | | | | | |

  3. Our Nominees at a Glance

    | 4 | 2024 Proxy Statement | |

  4. Our Nominees at a Glance

    OUR EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

  5. Our Nominees at a Glance

    | Our compensation philosophy is designed to fairly reward our executives for growing our business and increasing value for stockholders, and to retain our experienced management team. | Significant amount of pay that is performance-based and/or at-risk, with emphasis on performance-based pay to reward short-and long-term performance measured against pre-established objectives and a substantial amount provided in equity | | | | Employment and change-in-control agreements that are designed to be competitive in markets in which we compete for executive talent | Absence of tax gross-up agreements with named executive officers, other than those related to relocation benefits or expatriate assignments | | Stock ownership guidelines, limits on executive officer stock trading and prohibition of hedging or pledging Aptar equity securities | Use of an independent compensation consultant | Limited perquisites other than common perquisites provided in the context of expatriate assignments or related to relocation |

  6. Our Nominees at a Glance

    | | 2024 Proxy Statement | 5 |

  7. Our Nominees at a Glance

    BUSINESS HIGHLIGHTS In 2023, our total stockholder return over the past five years lagged slightly behind the S&P 500 Index and the S&P Midcap 400 Index, but was slightly ahead of our peer group. In 2023, we achieved the following financial and operational metrics.

  8. Our Nominees at a Glance

    | $3.5 billion Record Reported Annual Sales | 30th year 30th consecutive year of paying an increased aggregate annual dividend | $284 million Annual Net Income | $4.25 Annual Diluted Earnings per Share |

  9. Our Nominees at a Glance

    | Forward-Looking Statements This proxy statement contains forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and are based on our beliefs as well as assumptions made by and information currently available to us. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “potential,” “are optimistic” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Our actual results or other events may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment. For additional information on these and other risks and uncertainties, please see our filings with the SEC, including the discussion under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K and Forms 10-Q. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Website Information This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein and does not constitute a part of this proxy statement. |

  10. Our Nominees at a Glance

    | 6 | 2024 Proxy Statement | |

  11. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board of Directors is currently comprised of 10 members divided into three classes, with one class of directors elected each year for a three-year term. The Board of Directors proposes the following nominees, all of whom are currently serving as directors, to be elected to a term expiring at the 2027 annual meeting. The Corporate Governance Committee engaged the executive search firm Egon Zehnder International for the purpose of identifying highly qualified director nominee candidates that who support our philosophy on diversity summarized below. As a result of this engagement, Sarah Glickman was referred to the Corporate Governance Committee for evaluation and consideration, was appointed to the Board in September 2023 and is standing for election for the first time at the annual meeting. If any of the director nominees is unable or fails to stand for election, the persons named in the proxy intend to vote for a substitute nominee nominated by the Corporate Governance Committee of the Board of Directors. We believe all of the members of the Board of Directors are individuals of outstanding character and sound judgment who have the business experience and acumen necessary to work together effectively and to make valuable contributions to the Board of Directors and management. As a U.S.-based company with significant international operations, particularly in Europe, we seek to maintain a balanced Board consisting of directors who are U.S. citizens and directors who are citizens from countries other than the U.S. Additionally, we value the following attributes: operating experience in packaging or packaging-related businesses; skill sets which may include experience in finance, strategic planning, marketing, pharmaceutical products and manufacturing; diversity, including a mix of genders and multi-cultural viewpoints; and previous board of directors experience. Set forth below is biographical and other background information concerning each director nominee and each continuing director. This information includes each person’s principal occupation as well as a discussion of the specific experience, qualifications, attributes and skills of each person that led to the Board of Directors’ conclusion that he or she should continue to serve as a director. In addition, set forth below is the year during which each person began serving on the Board of Directors and his or her age.

  12. Proposal 1: Election of Directors

    | | The Board of Directors recommends a vote FOR each of the following nominees for director. |

  13. Proposal 1: Election of Directors

    | 14 | 2024 Proxy Statement | |

  14. Proposal 1: Election of Directors

    NOMINEES FOR ELECTION AT THIS MEETING TO TERMS EXPIRING 2027

  15. Proposal 1: Election of Directors

    | | SARAH GLICKMAN Age: 54 Director since: 2023 Committees: Audit | | Career Highlights | |

  16. Proposal 1: Election of Directors

    Ms. Glickman has over 30 years of global financial and operational experience, including in the pharmaceutical industry, and is currently the Chief Financial Officer and Principal Accounting Officer of Criteo S.A., a global commerce media company, since September 2020. She previously held the position of Acting Chief Financial Officer at XPO, Inc., a leading global provider of transportation and logistics solutions, where she previously served as Senior Vice President, Corporate Finance and Transformation. She also held global executive roles at Novartis, Honeywell International and Bristol-Myers Squibb and started her career at PricewaterhouseCoopers. Since 2021, Ms. Glickman has served on the Board of Directors and is Chair of the Audit Committee for 2seventy bio, Inc., a biotech company (previously part of bluebird bio, Inc.) Ms. Glickman joined Aptar’s Board of Directors in 2023. The Board of Directors concluded that Ms. Glickman should continue to serve as a director of Aptar due to her expertise in public company finance, accounting, strategic planning and risk management, having served in senior executive and financial oversight roles in various public companies.

  17. Proposal 1: Election of Directors

    | | MATT TREROTOLA Age: 56 Director since: 2022 Committees: Audit, Corporate Governance (Chair) |

  18. Career Highlights

    Career Highlights Mr. Trerotola has served as the Chief Executive Officer for Enovis Corporation since April 2022 and as President and Chief Executive Officer of its predecessor Colfax Corporation from July 2015 to April 2022. He has served as Chair of the board of directors of Enovis since April 2023. Enovis is an innovation-driven medical technology company formed when Colfax separated from its industrial businesses and was renamed. Prior to joining Enovis, from 2014 to 2015, Mr. Trerotola was an Executive Vice President and a member of the Office of the Chief Executive at DuPont de Nemours, Inc. (a global innovation leader with technology-based materials and solutions) and from 2013 to 2014 he served as Senior Vice President. While at DuPont, he was responsible for DuPont’s Electronics & Communications and Safety & Protection segments (2014), and he also had corporate responsibility for DuPont’s Asia-Pacific business. Prior to joining DuPont in 2013, Mr. Trerotola served in leadership roles at Danaher Corporation (a global science and technology innovator), since 2007, and was most recently Vice President and Group Executive for Life Sciences. Mr. Trerotola has served as a director of Enovis since 2015. The Board of Directors concluded that Mr. Trerotola should continue to serve as a director of Aptar due to his experience leading a publicly traded medical technology company and working with large global companies such as DuPont and Danaher. The Board also considered Mr. Trerotola’s extensive background in operations and strategy across various industries including healthcare, medical technologies and regulated markets, as well as emerging markets, change management and digital strategy.

  19. Career Highlights

    | | 2024 Proxy Statement | 15 |

  20. Career Highlights

    | | RALF K. WUNDERLICH Age: 57 Director since: 2009 Committees: Management Development and Compensation | | Career Highlights Mr. Wunderlich is an independent consultant and a senior advisor to private equity firms. He is currently a director of Essentra PLC (an LSE-listed manufacturer and distributor of essential industrial components) where he is Chairman of the Remuneration Committee, Chair of the Sustainability Committee and Employee Champion, Huhtamaki Oyj (a Nasdaq Helsinki-listed global food packaging company), Shepherd Building Group Ltd. (a privately held U.K. construction company), and Klöckner Pentaplast (a privately held international manufacturer of plastic packaging products for the pharma, healthcare and food industries headquartered in Luxembourg). He is a former member of Amcor Limited’s Global Executive Team and former President of the business group Amcor Flexibles Asia Pacific (packaging solutions including healthcare and pharma packaging). Mr. Wunderlich also formerly served as a director of LINPAC Group and AMVIG Group. The Board of Directors concluded that Mr. Wunderlich should continue to serve as a director of Aptar in part due to his senior executive positions at leading global packaging companies, his knowledge of and background in the packaging industry and his international experience in working with and from various European, American and Asian countries. | |

  21. Career Highlights

    | 16 | 2024 Proxy Statement | |

  22. Career Highlights

    DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2025

  23. Career Highlights

    | | GIOVANNA KAMPOURI MONNAS Age: 68 Director since: 2010 Committees: Management Development and Compensation (Chair) | | Career Highlights Ms. Kampouri Monnas is an advisor to family and venture capital firms with focus on consumer, cosmetics and luxury goods and services. She has served on several global public and private boards: from 2006 to 2022, she was a director of Puig S.L., a world leader in fragrance, skin care, cosmetics and fashion; from 2018 to 2021, she was Chair of Exea Ventures, a global family investment firm with diverse holdings in fragrance, fashion, skin care, and venture funds; from 2006 to 2018, she was a member of the Supervisory Board and Chair of the Compensation Committee of Randstad Holding NV, a world leader in the HR services industry; and from 2015 to 2018, she was director at Imerys S.A., a world leader in industrial minerals. Her other board directorships have included GrowthFund, a Greek national investment fund, and TNT, a Dutch postal services and logistics provider. As an executive, Ms. Kampouri Monnas served in The Procter & Gamble Company and Joh A. Benckiser GmbH, (which later split into Reckitt-Benckiser and Coty Inc.) where her final position was President of Benckiser International, and member of the Benckiser management board. The Board of Directors concluded that Ms. Kampouri Monnas should continue to serve as a director of Aptar in part due to her senior leadership positions in leading global consumer goods companies, The Procter & Gamble Company and Joh. Benckiser GmbH, her expertise in the fragrance and cosmetic markets and her global marketing experience. | |

  24. Career Highlights

    | | ISABEL MAREY-SEMPER Age: 56 Director since: 2019 Committees: Corporate Governance | | Career Highlights Ms. Marey-Semper has served as the President of DOXANANO, a startup biotechnology research and development company, since she founded the company in March 2023. She served as a senior advisor to Jolt Capital (a technology related private equity firm) from March 2021 to February 2024. She was a member of the Executive Committee of L’Oréal S.A. (a personal care company and world’s largest cosmetic company) in charge of Communications and Public Affairs from July 2015 to December 2017. Prior to this, Ms. Marey-Semper served from 2011 to 2015 as Vice President and Head, Advanced Research at L’Oréal. Prior to joining L’Oréal, Ms. Marey-Semper served in executive positions at established industrial companies such as Compagnie de Saint Gobain S.A. (a Euronext-listed French multinational manufacturer and distributor of building materials) and Stellantis N.V. (formerly Group PSA Peugeot Citroën, a Euronext-listed French multinational manufacturer of automobiles and motorcycles). Ms. Marey-Semper was a director of Rexel (a Euronext-listed French distributor of electrical supplies) from 2014 to 2016. Ms. Marey-Semper currently serves as an independent director of the Imagine Institute (institute for medical research and treatment of genetic diseases) and the Inria Foundation (research foundation dedicated to digital science and technology). Ms. Marey-Semper is also a key contributor to France 2030, the French government Investment Plan aiming at sustainably transforming key sectors through research, innovation and industrial investment. Ms. Marey-Semper is a knight of the National Order of the Legion of Honour. Ms. Marey-Semper has a PhD in neuropharmacology and a Masters in Business Administration. The Board of Directors concluded that Ms. Marey-Semper should continue to serve as a director of Aptar in part due to her experience from holding senior executive positions at L’Oréal and her Board level experience with various medical companies, as well as her diverse and comprehensive experience in research, strategy, transformative programs and finance. | |

  25. Career Highlights

    | | 2024 Proxy Statement | 17 |

  26. Career Highlights

    | | STEPHAN B. TANDA Age: 58 Director since: 2017 Committees: None | | Career Highlights Mr. Tanda became President and Chief Executive Officer of Aptar in February 2017. Prior to this, Mr. Tanda served from 2007 to 2017 as an Executive Managing Board Director at Royal DSM NV (leading global supplier of ingredients and material solutions for the food, dietary supplement, personal care, medical device, automotive, paint, electronic and bio-material markets), where he was responsible for DSM’s Nutrition and Pharma activities, as well as DSM’s presence in the Americas and various corporate duties. Mr. Tanda is a director of Ingredion Incorporated (a NYSE-listed global supplier of high-quality food and industrial ingredient solutions). Mr. Tanda was a director of Patheon NV (formerly a NYSE-listed company that provided pharmaceutical development and manufacturing services) from March 2016 until the company was sold to Thermo Fisher Scientific in August 2017. The Board of Directors concluded that Mr. Tanda should continue to serve as a director of Aptar due in part to his role as President and Chief Executive Officer, his extensive global experience leading and building successful business-to-business organizations in several markets currently served by Aptar, as well as his transaction and integration experience. | |

  27. Career Highlights

    DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2026

  28. Career Highlights

    | | GEORGE L. FOTIADES Age: 70 Director since: 2011 Committees: Audit | | Career Highlights Mr. Fotiades was the Chairman of the Board of Aptar from May 2018 to May 2023. He has served as Executive Chairman of Elio Health, a private investment firm, since he co-founded the firm in 2022. Mr. Fotiades was the President and CEO of Cantel Medical Corp. (a NYSE-listed manufacturer of infection prevention and control products) from March 2019 until its acquisition by STERIS plc in June 2021. Mr. Fotiades was an Operating Partner in the healthcare practice of Five Arrows Capital Partners (Rothschild Merchant Banking) from April 2017 to March 2019. From 2007 to April 2017, he was a partner of Healthcare Investments at Diamond Castle Holdings LLC (private equity investing). Mr. Fotiades was chairman of Catalent Pharma Solutions, Inc., a provider of advanced technologies for pharmaceutical, biotechnology and consumer health companies, from June 2007 to February 2010. He is currently a director of Prologis, Inc. (a NYSE-listed integrated distribution facilities and services) and previously was a director of Cantel Medical Corp. The Board of Directors concluded that Mr. Fotiades should continue to serve as a director of Aptar due to his extensive experience at leading healthcare and consumer product companies including serving as President and Chief Operating Officer of Cardinal Health, Inc., as well as other senior executive positions at Catalent Pharma Solutions, the former Warner-Lambert’s Consumer Health Products Group and Bristol-Myers Squibb’s Consumer Products, Japan division. The Board also considered his present and past board level experience with global organizations. | |

  29. Career Highlights

    | 18 | 2024 Proxy Statement | |

  30. Career Highlights

    | | CANDACE MATTHEWS Age: 65 Director since: 2021 Committees: Corporate Governance | | Career Highlights Ms. Matthews has been the Chair of Aptar’s Board since May 2023. Ms. Matthews is the former Chief Reputation Officer for Amway Corp. (a company that sells health, beauty and home care products), having served in that role from June 2020 to June 2021, responsible for overseeing Amway’s global reputation strategy and corporate social responsibility. Ms. Matthews was also the executive sponsor of Amway’s Diversity & Inclusion employee networks. Prior to those roles, Ms. Matthews spent six years as Regional President of the Americas at Amway, heading all operations in North, Central and South America. Prior to joining Amway in 2007 as Chief Marketing Officer, Ms. Matthews served in executive positions at established multinational beauty companies, served as President of the SoftSheen-Carson, Consumer Products Division of L’Oréal USA, held a leadership role at The Coca-Cola Company and an innovation role at CIBA Vision Corporation. She also worked for several other notable companies such as Bausch + Lomb, Procter & Gamble and General Mills. Ms. Matthews currently serves on the board of directors of MillerKnoll, Inc. (formerly Herman Miller, Inc.) (a modern furniture design company), Société BIC S.A. (a consumer product manufacturer) and Corewell Health (formerly Spectrum Health Foundation). Ms. Matthews is a former director of Popeye’s Louisiana Kitchen Inc. (a U.S. restaurant chain). The Board of Directors concluded that Ms. Matthews should continue to serve as a director of Aptar in part due to her executive background as a senior marketing executive of leading beauty and consumer products organizations, her public company director experience, her knowledge of and background in the beauty and consumer goods industry and her strategic planning, governance, finance and senior management experience. | |

  31. Career Highlights

    | | 2024 Proxy Statement | 19 |

  32. Career Highlights

    | | B. CRAIG OWENS Age: 69 Director since: 2018 Committees: Audit (Chair), Management Development and Compensation | | Career Highlights Mr. Owens was the Chief Financial Officer and Chief Administrative Officer of Campbell Soup Company (global producer and seller of canned soups and related products) from 2008 to 2014. Mr. Owens is a director of Crown Holdings, Inc. (a NYSE-listed designer, manufacturer and seller of packaging products and equipment for consumer goods and industrial products). He is a former director of Dean Foods Company (a U.S. food and beverage company) and J. C. Penney Company, Inc. (a U.S. department store chain). The Board of Directors concluded that Mr. Owens should continue to serve as a director of Aptar due to his extensive experience in the consumer food and beverage industries as well as his significant expertise in financial reporting, accounting, corporate finance and capital markets. This experience has also led the Board to determine that Mr. Owens is an “audit committee financial expert” as defined by the SEC. | | | | JULIE XING Age: 55 Director since: 2023 Committees: Management Development and Compensation | | Career Highlights Ms. Xing has served as Executive Chair of the Board of Directors of Mundipharma China since 2022. Mundipharma is a multinational pharmaceutical leader. From 2019 to 2022, Ms. Xing held the position of Global Senior Vice President, President of Greater China for Envista Holdings Corporation (a dental equipment and supplies company). Prior to that, Ms. Xing served in numerous leadership roles at Eli Lilly and Company (a global pharmaceutical company), including Senior Director, Global New Product Planning and Payer Marketing, Pricing, Reimbursement and Access of Lilly Diabetes from 2018 to 2019, Senior Director, Global Payer Marketing, Pricing, Reimbursement and Access of Lilly Diabetes from 2015 to 2018, Vice President of Lilly China Oncology from 2012 to 2014 and Vice President of Corporate and Government Affairs and Market Access from 2010 to 2012, while based in Shanghai. Prior to Eli Lilly, from 2007 to 2010 Ms. Xing was Vice President and General Manager of Asia Pacific and Japan Operations at Panomics and Affymetrix, which was acquired by Thermo Fisher Scientific. Ms. Xing also serves as Board advisor on the Board of Directors of Mars, Incorporated (a global manufacturer of confectionery, pet food and provider of animal care services). The Board of Directors concluded that Ms. Xing should continue to serve as a director of Aptar due to her board leadership acumen, along with her in depth knowledge of the pharmaceutical market and the Asia region. | |

  33. Career Highlights

    | 20 | 2024 Proxy Statement | |

  34. Career Highlights

    CORPORATE GOVERNANCE

  35. Career Highlights

    | Corporate Governance Principles Code of Conduct Director Independence Standards Board Committee Charters | Director access to management and independent advisors Director orientation and continuing education Succession planning Director responsibilities Director qualification standards Annual evaluations of the Board & committees Board & committee composition Director compensation | | Our Corporate Governance Documents Aptar’s corporate governance documents are available through the Corporate Governance link on the Investor Relations page of the Aptar website at: investors.aptar.com, and include the following: • Corporate Governance Principles • Code of Conduct • Director Independence Standards • Board Committee Charters The information provided on our website is not part of this proxy statement and is therefore not incorporated herein by reference. | Corporate Governance Principles The Board has adopted a set of Corporate Governance Principles to provide guidelines for Aptar and the Board to promote effective corporate governance. The Corporate Governance Committee is responsible for overseeing and reviewing the Corporate Governance Principles and recommending any changes to the Board. The Corporate Governance Principles cover topics including, but not limited to: • Director access to management and independent advisors • Director orientation and continuing education • Succession planning • Director responsibilities • Director qualification standards • Annual evaluations of the Board & committees • Board & committee composition • Director compensation |

  36. Career Highlights

    | ‑standing principles of conduct that Aptar follows to ensure that business is conducted with integrity and in compliance with the law, including, but not limited to: ● ● ● ● ● ● | | | Code of Conduct Ethical business conduct is a shared value of our Board, management and employees. Aptar’s Code of Conduct applies to our Board as well as our employees and officers, including our principal executive officer and our principal financial and accounting officer. The Code of Conduct summarizes the long-standing principles of conduct that Aptar follows to ensure that business is conducted with integrity and in compliance with the law, including, but not limited to: ● Conflicts of interest and fair dealing ● Disclosure obligations ● Confidentiality obligations ● Prohibition of insider trading ● Compliance with all laws, rules and regulations ● Confidential, anonymous submission of concerns | Code of Conduct Aptar encourages all employees, officers and directors to promptly report any violations of the Code of Conduct to the appropriate persons identified in the Code of Conduct. In the event that an amendment to, or a waiver from, a provision of the Code of Conduct that applies to any of our directors or executive officers is necessary, Aptar intends to post such information on its website as and when required by the SEC and the New York Stock Exchange (“NYSE”). Policy Against Hedging and Pledging Our Board has adopted a policy that prohibits executive officers and directors, and discourages employees, from engaging in hedging or pledging transactions involving any equity security of Aptar. |

  37. Career Highlights

    | | 2024 Proxy Statement | 21 |

  38. Career Highlights

    | Human Capital | Diversity, Equity & Inclusion | | Our key human capital management objectives are to attract, retain and develop the highest quality talent. To support these objectives, our human resources programs are designed to develop talent to prepare them for critical roles and leadership positions for the future; reward and support employees through competitive pay, benefit, and incentive programs; enhance our culture through efforts aimed at making the workplace more engaging and inclusive; acquire talent and facilitate internal talent mobility to create a high-performing, diverse workforce; and evolve and invest in technology, tools, and resources to enable employees at work. | At Aptar, our goal is to promote a diverse and inclusive culture. We appointed a Diversity, Equity & Inclusion ("DE&I") Global Leader in 2021 and developed a DE&I network of Aptar employees to assist in the implementation of DE&I initiatives within their respective regions. Under the DE&I network, we launched ALIGN, a global Women's Network, and in 2022, we introduced new employee resource groups for the LGBTQ+ community and the Black/African American and/or African descent community. |

  39. Current Committee Membership and Meetings Held in 2023

    | Annual Independent Director Compensation | Additional Annual Cash Retainers for Committee Service | | | Audit Committee ● Chair: $28,000 ● Member: $11,000 Management Development & Compensation Committee ● Chair: $22,000 ● Member: $7,000 Corporate Governance Committee ● Chair: $17,000 ● Member: $7,000 |

  40. 2023 Director Compensation

    2023 Director Compensation

  41. 2023 Director Compensation

    | | Fees Earned | | | | | or Paid in Cash | Stock Awards | Total | | Name | ($) | ($)(1) | ($) | | G. Fotiades | 111,000 | 149,958 | 260,958 | | S. Glickman (2) | 83,250 | 112,581 | 195,831 | | M. Gomez Montiel (3) | 32,000 | 149,958 | 181,958 | | G. Kampouri Monnas | 122,000 | 149,958 | 271,958 | | A. Kramvis (4) | ‒ | 149,958 | 149,958 | | I. Marey-Semper | 107,000 | 149,958 | 256,958 | | C. Matthews | 205,000 | 169,976 | 374,976 | | B. Owens | 135,000 | 149,958 | 284,958 | | M. Trerotola | 128,000 | 149,958 | 277,958 | | R. Wunderlich | 107,000 | 149,958 | 256,958 | | J. Xing (5) | 133,750 | 187,507 | 321,257 |

  42. 2023 Director Compensation

    | (1) The amounts reported in this column represent the grant date fair value of RSUs granted during 2023, calculated using the closing market price of our common stock on the applicable grant date and discounted for dividends not received during the vesting period, resulting in a fair value of $118.45 for the grants that occurred on May 3, 2023 and a fair value of $125.93 for the October 17, 2023 grant to Ms. Glickman. As of December 31, 2023, Ms. Matthews held 1,435 RSUs, Ms. Glickman held 894 RSUs, Ms. Xing held 1,583 RSUs and each other non-employee director held 1,266 RSUs. |

  43. 2023 Director Compensation

    | (2) Ms. Glickman was appointed to the Board, effective September 5, 2023. |

  44. 2023 Director Compensation

    | (3) Ms. Gomez Montiel resigned from the Board, effective July 9, 2023. |

  45. 2023 Director Compensation

    | (4) Mr. Kramvis resigned from the Board, effective May 6, 2023. |

  46. 2023 Director Compensation

    | (5) Ms. Xing was appointed to the Board, effective March 1, 2023. Ms. Xing’s compensation also reflects fees for her service on the Board from March 1, 2023 to the date of the 2023 annual meeting of stockholders. |

  47. 2023 Director Compensation

    | 32 | 2024 Proxy Statement | |

  48. Proposal 2: Advisory Vote to Approve Executive Compensation

    Proposal 2: Advisory Vote to Approve Executive Compensation Pursuant to Section 14A of the Exchange Act, Aptar stockholders are being offered the opportunity to cast a non-binding advisory vote at the annual meeting to approve the compensation of Aptar’s Named Executive Officers (“NEOs”) as disclosed in the Compensation Discussion and Analysis (“CD&A”) and tabular disclosures of this proxy statement. This is not a vote on the Company’s general compensation policies or the compensation of the Board. We currently intend to submit an advisory vote on the compensation of our NEOs to our stockholders annually. Aptar’s compensation philosophy and objectives are to fairly reward our executives for growing our business and increasing value to stockholders and to retain our experienced management team. The overall compensation program for NEOs includes an annual performance incentive element that rewards the NEOs for the Company’s short-term performance and improvement in Company performance from the prior year, as well as equity-based elements (options, RSUs and long-term performance incentive awards in the form of performance-based RSUs, or PRSUs) that provide for long-term compensation that is driven by our share performance and, therefore, is aligned with our stockholders’ interests. The specific objectives of our compensation program are that a substantial portion of the NEOs’ compensation should be performance-based and should be delivered in the form of equity-based awards. Our CD&A describes our compensation philosophy and objectives in more detail. The Board of Directors values the opinions of our stockholders. Although the resolution is advisory and non-binding, the Board will consider the outcome of the advisory vote when making future compensation decisions.

  49. Executive Compensation Highlights

    | Independent Management Development and Compensation Committee | Compensation Consultant retained by and reporting directly to the Management Development and Compensation Committee | Pay that is designed to be competitive, with a significant portion delivered as performance-based and/or at-risk compensation | Emphasis on future pay opportunity vs. current pay | Mix of performance metrics supportive of our business strategy and compensation objectives |

  50. Executive Compensation Highlights

    | TARGET PAY “AT-RISK”(1) | | TARGET PAY IS LONG-TERM(1) | | | | | | | | A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“At-Risk”) (defined as short-term incentives plus time and performance-based long-term incentives), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives developed based on our Company’s strategy and aligned with stockholder value creation. (1) NEO Pay At-Risk excludes CEO | | Our long-term incentive awards are equity-based and have multi-year vesting provisions to encourage retention. (1) NEO Pay Long-Term excludes CEO | |

  51. Executive Compensation Highlights

    | | Element | Description | Purpose | Factors Influencing Amount | | | Salary | ● Fixed cash compensation ● Reviewed annually and adjusted if appropriate | ● Facilitate attraction and retention ● Recognize individual’s skills, competencies and experience | ● Experience, market data, individual role and responsibilities and individual performance | | At-Risk | Annual Short-Term Incentives (“STI”) | ● Variable cash incentive compensation based on Company and/or Segment/unit performance with respect to three metrics: STI Adjusted EBITDA, core sales and the optimization initiative, which measures selling, general and administrative costs and the labor cost portion of cost of sales as a percentage of sales ● Target achievement levels for STI Adjusted EBITDA and core sales metrics are based on improvements in performance from the prior year, with the performance goals the same as in prior years to enhance long-term focus ● Target achievement level for the optimization initiative metric anchored on our 2023 budget ● Emphasizes profit and cost controls (75%) over sales (25%) ● Capped payouts if maximum goals are met ● Participants may elect to receive up to 50% of STI in RSUs, with additional RSUs granted equal to 20% of elected amount | ● Provide an incentive to achieve performance goals that are deemed critical to the business, our strategy and aligned with stockholder value creation ● Motivate improvement in Company performance from the prior year | ● Annual target opportunity determined annually based on market data, individual role and responsibilities and individual performance ● Payout based on Company and Segment/unit performance compared to prior year or in the case of the optimization initiative, based on performance compared to targets anchored to budget | | | Long-term Incentives (“LTI”) | PRSUs vest contingent upon Company performance measured over three years based on the following: ● Adjusted ROIC based on internally established objectives (2) | ● Build ownership and align with stockholders’ interests ● Provide an incentive to achieve performance goals that are deemed critical to the business, our strategy and aligned | ● Intended target amount of all LTI awards is based on individual role and responsibilities, individual performance and U.S. market data; for PRSUs, vesting only occurs if a threshold |

  52. Executive Compensation Highlights

    | ● Adjusted ROIC subject to modifier, based on TSR relative to the S&P 400 Mid Cap companies (3) | with stockholder value creation | level of achievement is attained | | RSUs | ● Build ownership and align with stockholders’ interests ● Facilitate retention ● Reward long-term success and growth | ● Intended target amount of all LTI awards is based on individual role and responsibilities, individual performance and market data; vesting of RSU awards over a three year term. | | Stock Options | ● Build ownership and align with stockholders’ interests ● Facilitate retention ● Reward long-term success and growth ● Provide incentive to take actions that support stockholder value creation as the stock options will have no value unless the stock price appreciates above the underlying exercise price | ● Intended target amount of all LTI awards is based on individual role and responsibilities, individual performance and market data; vesting of stock option awards over a three year term. ● Stock options only have value if the stock price appreciates above the exercise price, with the 2023 stock options having an exercise price set at a 10% premium to the stock price on the date of grant. |

  53. Executive Compensation Highlights

    | (1) For Touya, Prieur and Gong, a portion of their STI is based on the STI Adjusted EBITDA improvement and core sales growth in the NEOs’ areas of responsibility. See “Short-Term Incentives” later in this Compensation Discussion & Analysis. |

  54. Compensation Philosophy and Objectives

    | | What We Do | | What We Do Not Do | | | ● Pay program designed to be reasonable, performance-based and supportive of our business strategy and compensation objectives ● Significant amount of pay that is at-risk (both annual and long-term), with a substantial amount provided in equity (and therefore aligned with stockholders) ● Stock ownership guidelines, limits on executive officer stock trading and prohibition of hedging or pledging of Aptar equity securities ● Employment and change-in-control agreements that are designed to be competitive in markets in which we compete for executive talent ● Beginning with the 2022 annual equity awards, our annual equity grants contain double trigger vesting provisions in the event of a change in control ● We maintain a stand-alone clawback policy allowing for the recoupment of compensation in the event of a financial statement restatement ● For 2023, the performance-based component of the annual equity grant increased from 60% to 75%, with the inclusion of 50% PRSUs and 25% premium-priced options | | ● Tax gross-up agreements with NEOs, other than those related to relocation benefits or expatriate assignments ● Significant perquisites other than common perquisites provided in the context of expatriate assignments or related to relocation ● Practices or design features that encourage excessive risk taking ● Reprice stock options without stockholder approval ● Grant discounted stock options |

  55. Stockholder Feedback on Compensation Practices

    | | The Management Development and Compensation Committee considered the continued support that our proposal on executive compensation received from stockholders at our 2023 annual meeting of stockholders, at which approximately 94.5% of votes cast (excluding abstentions and broker non-votes) were in favor of our compensation policies and practices. Overall, we achieved a five-year average vote of approximately 98% of votes cast. The Management Development and Compensation Committee determined that the Company's executive compensation philosophy and objectives and compensation elements continued to be appropriate and no changes were made to our executive compensation program in response to the advisory vote. However, in connection with its regular review of the Company’s executive compensation program, in 2023, the Management Development and Compensation Committee modified the Company’s executive compensation program to incorporate an additional performance-based component into its LTI program, with the inclusion of stock options. Stock options do not have any value unless the stock price appreciates from the date of grant and, in the case of 2023, the Management Development and Compensation Committee included premium-priced stock options to further incentivize taking actions that support long-term stock price appreciation. |

  56. Stockholder Feedback on Compensation Practices

    | Factors Considered when Determining Compensation Levels: | | Industry Data ● We benchmark all roles against size-appropriate published general industry survey data covering the U.S. and local international markets. | | Peer Data Review ● We review proxy data from the Company’s compensation peer group for the CEO and CFO roles. | | Individual ● We understand the importance of retaining a talented executive management team, which manages a globally diverse business while balancing a unified, single management team with a high focus on delivering results. We review past compensation levels and place a high value on the experience of executive management. |

  57. Stockholder Feedback on Compensation Practices

    | ● | Long-term performance incentives were generally between the 50th and 75th percentiles; and |

  58. Stockholder Feedback on Compensation Practices

    | ● | Target total direct compensation levels (salary + target bonus + target LTI values) were generally between the 50th and 75th percentiles. |

  59. Stockholder Feedback on Compensation Practices

    For 2023, the Management Development and Compensation Committee confirmed the compensation peer group (“Peer Group”) which serves as part of the basis for the Management Development and Compensation Committee's decisions regarding the pay of the CEO and CFO. Peer group data were developed from proxies

  60. Stockholder Feedback on Compensation Practices

    The Peer Group is not a comprehensive list of all of Aptar’s competitors. Rather, it includes a set of companies that meet most, but not necessarily all, of the peer group selection criteria noted above. The Management Development and Compensation Committee approved the Peer Group for evaluating target pay levels of the CEO and CFO as well as for assessing Aptar's executive pay practices and policies. The 2023 approved peer group includes three new companies highlighted below, which were added based on the selection criteria noted above. In addition to the new companies added, Hill-Rom Holdings, Inc. was removed from the Peer Group due to its acquisition by Baxter International Inc.

  61. Stockholder Feedback on Compensation Practices

    | 2023 Peer Group Companies: | | | Albemarle Corp. Ashland Global Holdings Inc. Berry Global Group, Inc. Catalent, Inc. CCL Industries, Inc. Enovis Corporation* ICU Medical, Inc. Ingredion Inc. International Flavors & Fragrances McCormick & Company | Perrigo Company* Revvity, Inc.* Sealed Air Corp Sensient Technologies, Inc. Silgan Holdings Inc. Sonoco Products Co. Stericycle, Inc. STERIS plc Teleflex Inc. West Pharmaceutical Services, Inc. |

  62. Stockholder Feedback on Compensation Practices

    The Management Development and Compensation Committee reviews compensation survey information prepared by its compensation consultant for the CEO and other executive officer positions annually. Consistent with prior years, the compensation elements evaluated by Pay Governance in 2023 were base salary, target annual cash incentives, target total cash compensation (the sum of base salaries and target cash incentives), target LTI, and target total direct compensation (the sum of target total cash compensation and target LTI). In considering compensation for the CEO and CFO, the Management Development and Compensation Committee considered Peer Group compensation data compiled from the most recent proxy statement at the time of analysis, in addition to the compensation survey information prepared by Pay Governance. When determining the 2023 compensation opportunities of executive officers other than Mr. Tanda, the Management Development and Compensation Committee also reviewed recommendations furnished by Mr. Tanda, including salary, target annual cash incentive and target LTI recommendations. In 2023, Mr. Tanda, participated in all discussions regarding salaries and incentive compensation for all of our executive officers, except during discussions regarding his own compensation. Mr. Tanda made suggestions or recommendations during these discussions; however, all deliberations and determinations regarding the

  63. Stockholder Feedback on Compensation Practices

    compensation of our executive officers were made solely by the Management Development and Compensation Committee. Targeted base salary, annual incentive opportunities and LTI grant values were provided by Pay Governance from several compensation surveys covering U.S. and non-U.S. executives and included general industry data for hundreds of companies. Wherever possible, the market data was adjusted to Aptar’s revenue size or the size of the position's operating unit. The same compensation elements also were reviewed by Pay Governance in the analysis of Peer Group data for Messrs. Tanda and Kuhn. As noted earlier, based on Pay Governance's competitive compensation analysis that was furnished to the Management Development and Compensation Committee, Aptar’s 2023 total direct compensation for the NEOs, in aggregate was generally positioned between the 50th and 75th percentiles of the published survey data. Specifically, most elements of total direct compensation for the CEO and CFO were positioned within +/- 10% of the 50th percentile with respect to the 2023 Peer Group.

  64. Short-term Incentives (“STI”)

    Short-term Incentives (“STI”) The Management Development and Compensation Committee continues to maintain the Company's historical approach to linking pay to performance. The STI plan is based on STI Adjusted EBITDA, core sales growth and, beginning in 2023, the optimization initiative metric, which is measured as the sum of selling, general and administrative costs and the labor cost portion of cost of sales as a percentage of sales, with the STI design placing three times as much emphasis on profitability and cost controls than top-line growth. In addition, the 2023 STI design continues to emphasize segment/unit results with different STI Adjusted EBITDA and core sales goals for each segment/unit. The Management Development and Compensation Committee added the optimization initiative metric as a new performance goal under the STI plan for 2023 in order to incentivize the NEOs to focus on cost management and operational leverage, which is consistent with our strategic priorities for the next five years and reinforces the importance of this key metric as a priority throughout the organization. The Management Development and Compensation Committee chose STI Adjusted EBITDA, core sales growth and the optimization initiative metric as performance measures because

  65. Short-term Incentives (“STI”)

    | | 2024 Proxy Statement | 45 |

  66. Short-term Incentives (“STI”)

    they are viewed as being directly tied into goals that we believe are critical to our business strategy and the creation of stockholder value. The Company STI Adjusted EBITDA and core sales growth goals under the STI place emphasis on continuous improvement over the prior year’s results. As a result, NEOs earn no STI payout with respect to such goals if results are less than prior year performance, with results equal to the prior year producing a threshold payout (50% of target). Further, the Company continues to use year-over-year consistency for determining target and maximum payouts. Under this approach, the Management Development and Compensation Committee approved growth rates in STI Adjusted EBITDA and core sales, which do not change from year to year because they are based on the Company’s long-term expectations of the business. The optimization initiative goals were anchored on our 2023 budget and require our cost reduction performance to be less than the budgeted amount in order to achieve target performance. For Messrs. Touya and Prieur and Ms. Gong, the STI Adjusted EBITDA and core sales performance factors are further weighted 40% Company performance and 60% on their respective areas of responsibility. The targets (Threshold/Target/Maximum) of the optimization initiative metric were anchored on our 2023 budget. The target STI opportunity is a percentage of each NEO's base salary, and is determined annually based on market data, the Company's historical pay practices, individual role and responsibilities, and individual performance. For 2023, the target STI opportunities, as a percentage of base salary, did not increase for the NEOs. The following illustrates how the 2023 STI payouts were calculated: At the beginning of 2023, the Management Development and Compensation Committee established the following growth in Company performance and weightings for the STI Adjusted EBITDA and core sales growth metrics for 2023. These growth objectives for the STI Adjusted EBITDA and core sales growth goals are consistent with prior years, as well as with the Company’s continuous improvement mindset. They also consider our economic expectations for our different segments.

  67. Short-term Incentives (“STI”)

    | 2023 STI Performance for Corporate and Segments | | | | | | | | | | | Corporate and | | | | | | | | | | | Segments STI Adjusted | | | | | | | | | | | EBITDA(1) Growth vs | | | | | | | | | | | Prior Year (Weighted | | | | | Corporate and Segments Core Sales(2) Growth vs Prior Year | | | | | | 50% of Target)(3) | | | | | (Weighted 25% of Target)(3) | | | | | | | | | | Performance | | | | | Performance | | Corp | Beauty | Pharma | Asia | Factor | Corp | Beauty | Pharma | Asia(3) | Factor | | <0% | <0% | <0% | <3% | 0% | <0% | <0% | <0% | <3% | 0% | | 0.0% | 0.0% | 0.0% | 3.0% | 50.0% | 0.0% | 0.0% | 0.0% | 3.00% | 50.0% | | 5.0% | 5.0% | 5.0% | 10.0% | 100.0% | 4.0% | 3.0% | 6.0% | 10.00% | 100.0% | | 7.0% | 7.0% | 6.5% | 12.0% | 125.0% | 5.0% | 4.0% | 7.0% | 11.25% | 125.0% | | 10.0% | 10.0% | 8.0% | 14.0% | 150.0% | 6.0% | 5.0% | 8.0% | 12.50% | 150.0% | | 13.0% | 13.0% | 9.0% | 16.0% | 175.0% | 6.5% | 5.5% | 9.0% | 13.75% | 175.0% | | 15.0% | 15.0% | 10.0% | 18.0% | 200.0% | 7.0% | 6.0% | 10.0% | 15.00% | 200.0% |

  68. Short-term Incentives (“STI”)

    | (1) STI Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, excluding acquisition costs, impact of acquisitions in the year acquired and a portion of transformation costs. |

  69. Short-term Incentives (“STI”)

    | 46 | 2024 Proxy Statement | |

  70. Short-term Incentives (“STI”)

    | (2) Core sales growth is defined as organic sales growth that excludes currency effects and acquisition effects in the past 12 months. |

  71. Short-term Incentives (“STI”)

    | (3) For performance between performance levels, payout levels will be determined based on straight line interpolation. |

  72. Short-term Incentives (“STI”)

    | | Corporate and Segments STI Adjusted | Corporate and Segments Core | | | EBITDA Growth vs Prior Year | Sales Growth vs Prior Year | | Actual Growth Rates | (Weighted 50% of Target) | (Weighted 25% of Target) | | Corporate | 13.8% | 3.1% | | Beauty | 13.1% | 1.7% | | Pharma | 22.6% | 15.1% | | Asia | 23.1% | 1.0% |

  73. Short-term Incentives (“STI”)

    At the beginning of 2023, the Management Development and Compensation Committee established the following achievement levels for the optimization initiative metric for 2023, which achievement levels were anchored on our 2023 Board-approved budget:

  74. Short-term Incentives (“STI”)

    | 2023 Corporate Optimization Initiative Performance (Weighted 25% of Target)(1) | | | Corp | Performance Factor | | 37.9% | 50% | | 37.6% | 100% | | 36.6% | 200% | | 2023 Actual Performance | 38.8% |

  75. Short-term Incentives (“STI”)

    | (1) The optimization initiative metric is defined as the sum of selling, general and administrative costs and the labor cost portion of cost of sales as a percentage of sales, excluding the impact of any restructuring activity and the impact of any acquisitions and mergers and acquisitions activity that does not result in the consummation of a transaction. |

  76. Short-term Incentives (“STI”)

    Based on actual performance in 2023 and applying the weighting described above, the following performance factors were determined for 2023 and resulted in the following 2023 STI (adjusted for rounding):

  77. Short-term Incentives (“STI”)

    | | 2023 Base | | | Performance | | | NEO | Salary | Target % | Target $ | Factor(3) | 2023 STI | | Tanda | $1,118,500 | 120% | $1,342,200 | 114.7% | $1,539,659 | | Kuhn | $681,299 | 85% | $579,104 | 114.7% | $664,299 | | Touya(1) | $573,294 | 75% | $429,971 | 135.9% | $585,263 | | Prieur(2) | $625,779 | 75% | $469,334 | 110.5% | $529,491 | | Gong | $494,647 | 75% | $370,985 | 105.9% | $392,928 |

  78. Short-term Incentives (“STI”)

    | (1) Mr. Touya’s 2023 Base Salary, Target and 2023 STI were denominated in Euros and converted to USD using the average exchange rate for the year. His award was calculated using the spot rate on the initial payment date of the award, which was February 28, 2024. |

  79. Short-term Incentives (“STI”)

    | (2) Mr. Prieur's 2023 Base Salary, Target and 2023 STI were denominated in Swiss Francs and converted to USD using the average exchange rate for the year. His award was calculated using the spot rate on the payment date of the award, which was February 26, 2024. |

  80. Short-term Incentives (“STI”)

    | (3) Slight variance in the calculation is due to rounding in the displayed Performance Factor. |

  81. Short-term Incentives (“STI”)

    The Management Development and Compensation Committee believes it is important to encourage executive officer stock ownership and provide opportunities to increase equity ownership. For those reasons, an executive officer may elect to receive up to 50% of his or her STI in the form of RSUs. If an executive elects to receive a portion of his or her STI in RSUs, the executive will also receive an additional 20% of the elected amount in the form of RSUs to recognize the difference in earned cash STI payouts and RSUs that

  82. Short-term Incentives (“STI”)

    | | 2024 Proxy Statement | 47 |

  83. Short-term Incentives (“STI”)

    remain at risk to changes in stock price as well as continued service. The value of each RSU is determined by the closing share price on the NYSE on the day preceding the date of grant. RSUs vest over a three-year period, with one third vesting on each of the first three anniversaries of the grant date, and the RSUs converting into our common stock following the vesting date. Recipients of RSUs may not vote the units in stockholder votes and they do not earn or receive any dividend payments on the units. Messrs. Tanda, Kuhn and Touya and Ms. Gong elected to receive a portion of their 2023 STI in RSUs, which election applied to the payouts described above.

  84. Performance Recognition Bonuses

    Performance Recognition Bonuses Historically, the Management Development and Compensation Committee has relied on its pre-established executive compensation program to achieve the goals of its compensation philosophy. That program does not base incentive payouts on specific individual or strategic goals and has avoided adjustments for extraordinary items or special charges in determining the Company’s achievement of the program’s financial goals. The Management Development and Compensation Committee believes this approach has worked well, resulting in pay outcomes highly aligned with our performance and shareholders’ interests. While the Management Development and Compensation Committee reserves the discretion to award performance bonuses when it deems appropriate, the last time it awarded a discretionary bonus to an NEO was in 2018. After considering the Company’s STI performance and its achievement of the pre-established financial goals, the Management Development and Compensation Committee noted a number of important accomplishments of the management team, including our NEOs, which we believe contributed to our financial performance and the strong rebound in our stock price, including the following:

  85. Performance Recognition Bonuses

    | ● | Leading the Company’s efforts around cost optimization and operational leverage that yielded margin expansion in each of the Company’s segments; |

  86. Performance Recognition Bonuses

    | ● | Navigating labor and other requirements in connection with the Company’s rationalization of its global footprint, as well as inflationary pressures on certain raw material costs, while achieving year-over-year double-digit earnings per share growth; and |

  87. Performance Recognition Bonuses

    | ● | Supporting important strategic initiatives, including the segment realignment, integration of facilities and certain investments and partnerships, as management continues to review and optimize the Company’s portfolio of businesses. |

  88. Performance Recognition Bonuses

    In consideration of those results, the Management Development and Compensation Committee determined it was appropriate and consistent with our compensation philosophy to recognize management’s achievements with performance recognition bonuses, including bonuses for the NEOs as follows: Tanda $168,000; Kuhn $72,000; Touya $54,184 ($50,000 in local currency); Prieur $60,217 ($53,000 in local currency); and Gong $46,000.

  89. Long-term Performance Incentives (“LTIs”)

    Long-term Performance Incentives (“LTIs”) We manage our business for the long-term benefit of all stakeholders and consequently we believe that it is important that our NEOs receive a substantial portion of their compensation in the form of long-term incentives (LTI). Additionally, we believe LTI compensation in the form of equity awards provide a strong alignment between the interests of our NEOs and our stockholders. The Management Development and Compensation Committee also believes that long-term equity awards are an essential tool in promoting executive retention. Consistent with our LTI grants for the past several years, the annual LTI grants in 2023 included RSUs that vest based on continued service and PRSUs that vest based on achieving pre-established performance objectives. In addition, as previously disclosed, the Management Development and Compensation Committee determined to add stock options into the LTI mix beginning in 2023. As a result of this change, the target LTI award for 2023 was comprised of 50% PRSUs, 25% stock options and 25% time-based RSUs. The Management Development and Compensation Committee believes this change enhances the performance orientation of the Company’s LTI program by increasing awards tied to performance-based components from 60% to 75% of target award value, further aligning the Company’s pay program with the interests of stockholders and balancing relative stock price performance with absolute improvements in our

  90. Long-term Performance Incentives (“LTIs”)

    | 48 | 2024 Proxy Statement | |

  91. Long-term Performance Incentives (“LTIs”)

    stock price. In addition, for the 2023 stock option awards, the Management Development and Compensation Committee further increased the performance aspect of the 2023 stock options by granting premium-priced options, with the exercise price of the 2023 stock options set at a 10% premium to the stock price on the date of grant. The Management Development and Compensation Committee believed this was appropriate as a means to reintroduce stock options as part of our LTI mix. Dividends are not declared or paid with respect to RSUs, PRSUs or stock options.

  92. Setting Award Value

    Setting Award Value In early 2023, the Management Development and Compensation Committee granted the NEOs LTI awards. In approving the 2023 LTI awards and based on a review of market data, as reported by Pay Governance, the Management Development and Compensation Committee also approved a market-based approach to determining LTI values, which calculates the grant value delivered to award recipients based on current market price rather than accounting values. The Management Development and Compensation Committee believes that the use of a market-based approach to determine the number of shares to grant aligns with prevalent market practice and is more representative of the intended targeted value of compensation to be granted to participants. Target amounts of the LTI awards are also based on individual roles and responsibilities, individual performance and market data. The target LTI amount, as a percentage of base salary, for the NEOs did not change as compared to 2022. Once the LTI target award value was determined for each NEO, the award was divided between PRSUs, RSUs and stock options, weighted 50%, 25% and 25% respectively. The weights between LTI elements are intended to strike a reasonable balance between performance-based grants (PRSUs and stock options) and time or service-based grants (RSUs), consistent with the Company’s pay philosophy and principles. The following table sets forth the target LTI award value, as a percentage of base salary and in absolute dollars, of the 2023 LTI awards received by each NEO.

  93. Setting Award Value

    | NEO | Target Value of LTI Award as a % of Base Salary | Target Value of LTI award(1) | | Tanda | 470% | $5,256,950 | | Kuhn | 200% | $1,362,598 | | Touya | 175% | $992,348 | | Prieur | 175% | $1,060,834 | | Gong | 175% | $865,632 |

  94. PRSUs

    PRSUs PRSUs are measured over a three-year performance period, with the measurement date beginning in the 2nd quarter of the initial year of the performance period and ending in the 2nd quarter three years thereafter. For 2023, the Management Development and Compensation Committee granted PRSUs as 50% of the target LTI award, which vest based on the Company’s Adjusted ROIC modified by the relative TSR performance over a three-year performance period, with potential vesting ranging from 0% to 250% of the target number of shares subject to the award (the “Target Shares”) as follows:

  95. RSUs

    RSUs Twenty-five percent of the 2023 LTI program consisted of time-based RSUs, which vest over a three-year service period, subject to the NEO’s continued employment through the applicable vesting date except to the extent an event triggers accelerated vesting of the 2023 RSUs under the terms of the award agreement or his or her employment or other agreement, as applicable. RSUs are included as a component under the annual LTI program to further enhance the retentive aspect of the Company’s executive compensation program and further align the interests of our NEOs with the long-term interests of the Company’s stockholders as the value of the RSUs remains at-risk and fluctuates based on our stock price performance.

  96. Stock Options

    Stock Options The remaining component of the 2023 LTI program consisted of stock options, which vest over a three-year period, subject to the NEO’s continued employment through the applicable vesting date except to the extent an event triggers accelerated vesting of the 2023 stock options under the terms of the award agreement or his or her employment or other agreement, as applicable. To further emphasize the performance-based aspect of the stock options, the 2023 stock options have an exercise price set at a 10% premium to the Company’s stock price on the grant date, which means that the NEOs will not realize any value with respect to their stock options unless our stock price increases by at least 10% from the grant date. Stock options are included as a component under the annual LTI program to further enhance the retentive aspect of the Company’s executive compensation program and further align the interests of our NEOs with the long-term interests of the Company’s stockholders as the value of the stock options remain at-risk and fluctuates based on our stock price performance, with no value unless our stock price appreciates above the exercise price of the stock options.

  97. 2020 PRSU Awards

    | | Below | | | | | | | Performance | Threshold | Threshold | Target | Maximum | Actual | Vesting | | Objective | (0% Vesting) | (50% Vesting) | (100% Vesting) | (200% Vesting) | Results | Percentage | | Adjusted ROIC (1) | >8.5% | 8.5% | 10.5% | 12.5% | 9.1% | 65.7% | | Company TSR Percentile Rank vs. S&P 400 MidCap Constituent Company Returns | Below 25th Percentile | 25th Percentile | 50th Percentile | 75th Percentile | 25.6th Percentile | 51.2% |

  98. 2021 Retention/Recognition Grants

    2021 Retention/Recognition Grants In 2021, the Management Development and Compensation Committee granted Mr. Prieur a $500,000 PSU award that was scheduled to vest on December 31, 2023, based on: Beauty + Home Adjusted ROIC and Adjusted EBITDA margin improvement each measured over the 2021 – 2023 performance period and weighted 50%. Adjusted ROIC was defined as (i) Beauty + Home adjusted earnings before net interest (but after taxes), which excludes the business transformation charges (restructuring initiatives), acquisition-related costs, purchase accounting adjustments related to acquisitions and investments and net unrealized investment gains and losses related to observable market price changes on equity securities, divided by (ii) Beauty + Home average capital (i.e. equity excluding currency effects + net debt). Adjusted EBITDA for purposes of the PSU award was defined as Beauty + Home earnings before net interest, taxes, depreciation and amortization, adjusted to exclude the business transformation charges (restructuring initiatives), acquisition-related costs, purchase accounting adjustments related to acquisitions and investments and net unrealized investment gains and losses related to observable market price changes on equity securities.

  99. 2021 Retention/Recognition Grants

    | | Below | | | | | | | Performance | Threshold | Threshold | Target | Maximum | Actual | Vesting | | Objective | (0% Vesting) | (50% Vesting) | (100% Vesting) | (200% Vesting) | Results | Percentage | | Beauty + Home Adjusted ROIC | >9.0% | 9.0% | 10.5% | 12.0% | 3.4% | 0% | | Beauty + Home Adjusted EBITDA | >14.0% | 14.0% | 15.0% | 17.0% | 12.0% | 0% |

  100. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below contains compensation information for the NEOs of Aptar. For information concerning the objectives of our compensation program, including an analysis of individual compensation elements awarded in 2023, see our “Compensation Discussion and Analysis.”

  101. 2023 Summary Compensation Table

    | | | | | | | | Changes in | | | | | | | | | | | Pension Value | | | | | | | | | | | and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non‑Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($) | | Stephan B. Tanda | 2023 | 1,118,500 | 168,000 | 4,974,288 | 1,166,652 | 769,829 | 658,184 | 59,676 | 8,915,129 | | President and | 2022 | 1,118,500 | — | 6,836,783 | — | 823,104 | — | 62,120 | 8,840,507 | | Chief Executive Officer | 2021 | 1,118,500 | — | 6,940,397 | — | 1,021,470 | 234,245 | 64,871 | 9,379,483 | | Robert W. Kuhn | 2023 | 681,299 | 72,000 | 1,448,503 | 302,401 | 332,150 | 394,194 | 16,136 | 3,246,683 | | Executive Vice President | 2022 | 671,174 | — | 1,905,883 | — | 349,858 | — | 26,313 | 2,953,228 | | and Chief Financial Officer | 2021 | 645,000 | — | 1,996,637 | — | 417,381 | 102,032 | 28,037 | 3,189,087 | | Gael Touya(7) | 2023 | 573,294 | 54,184 | 1,010,498 | 220,224 | 380,421 | 935,699 | 765,822 | 3,940,142 | | President, | 2022 | 561,328 | — | 1,130,815 | — | 503,939 | — | 1,089,827 | 3,285,909 | | Aptar Pharma | 2021 | 607,043 | — | 1,320,041 | — | 251,324 | 853,015 | 560,109 | 3,591,532 | | Marc Prieur(8) President, Aptar Beauty | 2023 | 625,779 | 60,217 | 817,420 | 235,421 | 529,491 | 126,695 | 12,551 | 2,407,574 | | President, Aptar Beauty (segment change January 1, 2023) | 2022 | 603,011 | — | 1,170,585 | — | 734,272 | 127,265 | 12,094 | 2,647,227 | | | 2021 | 598,635 | — | 2,003,711 | — | 800,626 | 128,777 | 11,220 | 3,542,969 | | Xiangwei Gong | 2023 | 494,647 | 46,000 | 855,674 | 192,111 | 235,757 | 171,762 | 435,987 | 2,431,938 | | President, Aptar Asia | 2022 | 494,647 | — | 1,207,463 | — | 305,529 | 31,247 | 358,492 | 2,397,378 | | | 2021 | 478,000 | — | 970,046 | — | 569,322 | 106,503 | 455,050 | 2,578,921 |

  102. 2023 Summary Compensation Table

    | (1) The amounts included in this column for 2023 represent the performance recognition bonuses paid to each NEO. See “Compensation Discussion and Analysis—Performance Recognition Bonuses. |

  103. 2023 Summary Compensation Table

    | (2) Stock Award compensation for each NEO includes the fair value of RSUs granted in lieu of a portion of the executive’s annual short-term incentive for that year, at the executive’s election, and additional RSUs granted to an executive officer who made such election. The value of the additional RSUs granted represents 20% of the value of the STI Plan (non-equity incentive compensation plan amount) that was taken in the form of RSUs in lieu of cash. RSUs vest over a three-year period. The number of RSUs granted to Messrs. Tanda, Kuhn, Touya, and Ms. Gong with respect to the 2023 performance is included in the table below. The number of RSUs granted was determined by dividing the amount of the STI taken in RSUs and the additional 20% on that amount by the market price of our common stock on February 23, 2024 for Messrs. Tanda, Kuhn and Ms. Gong, and February 28, 2024 for Mr. Touya, discounted for dividends not received during the vesting period. |

  104. 2023 Summary Compensation Table

    | | | | | Amounts Included In | | | | | | | | Amounts Included In | | | Stock Awards Column | | | | | | | | Stock Awards Column | | | For Additional 20% | | | | | | | | Above Taken In | | | On Amounts Taken In | | | | | | | | Lieu Of Cash | | | Lieu of Cash | | | Combined Total | | | | | ($)/(# RSUs) | | | ($)/(# RSUs) | | | ($)/(# RSUs) | | | | Tanda | $769,830 | / | 5,566 | $153,966 | / | 1,113 | $923,796 | / | 6,679 | | Kuhn | $332,149 | / | 2,401 | $66,430 | / | 480 | $398,579 | / | 2,881 | | Touya | $204,842 | / | 1,491 | $40,969 | / | 298 | $245,811 | / | 1,789 | | Gong | $157,171 | / | 1,136 | $31,434 | / | 227 | $188,605 | / | 1,363 |

  105. 2023 Summary Compensation Table

    Stock Award compensation also includes RSUs and PRSUs that are granted in connection with NEOs’ 2023 LTI, as described above under “Long-term Performance Incentives.” RSUs granted in connection with 2023 LTI grants were granted on March 15, 2023 at the closing market price on that day of $111.52.

  106. 2023 Summary Compensation Table

    | | # RSUs | $ | | Tanda | 11,785 | $1,278,908 | | Kuhn | 3,055 | $331,529 | | Touya | 2,225 | $241,457 | | Prieur | 2,378 | $258,061 | | Gong | 1,941 | $210,637 |

  107. 2023 Summary Compensation Table

    | | 2024 Proxy Statement | 55 |

  108. 2023 Summary Compensation Table

    PRSUs in connection with 2023 LTI grants were granted on March 15, 2023. Amounts shown in the column regarding PRSUs do not reflect dollar amounts actually received by the NEOs. Instead, these amounts represent the aggregate grant date fair value of the PRSUs granted in the year indicated computed in accordance with ASC Topic 718. The grant date fair value of the PRSUs is determined based on the probable satisfaction of the ROIC performance condition and TSR modifier at the time of grant and the closing stock price on such date in accordance with ASC Topic 718.

  109. 2023 Summary Compensation Table

    | | # PRSUs | $ | | Tanda | 23,858 | $2,771,584 | | Kuhn | 6,184 | $718,395 | | Touya | 4,504 | $523,230 | | Prieur | 4,815 | $559,359 | | Gong | 3,929 | $456,432 |

  110. 2023 Summary Compensation Table

    The amounts included in the Stock Awards column for the PRSUs granted during 2023 are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the PRSUs relating to the ROIC component, modified by the TSR at the highest level, the maximum grant date fair value would be as follows: Mr. Tanda—$6,928,960; Mr. Kuhn—$1,795,988; Mr. Touya—$1,308,074; Mr. Prieur—$1,398,396; and Ms. Gong—$1,141,080. Assumptions used in the calculation of the expense related to the stock awards can be found in Note 16, “Stock-Based Compensation” to Aptar’s audited financial statements for the year ended December 31, 2023, included in Aptar’s Annual Report on Form 10-K filed with the SEC on February 9, 2024 (“Aptar’s Financial Statements”).

  111. 2023 Summary Compensation Table

    | (3) Option Award values represent the grant date fair values determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of the expense related to options can be found in Note 16, “Stock-Based Compensation” to Aptar’s Financial Statements. |

  112. 2023 Summary Compensation Table

    | (4) Amounts reported in this column represent the cash portion received under the STI and are presented in the fiscal year in which they were earned. These amounts were paid in February of the following year once the consolidated financial results of Aptar were completed. Please see footnote 2 above for a summary of the RSU component of the 2023 STI, which was awarded in early 2024 and is reflected in the table above as 2023 compensation. |

  113. 2023 Summary Compensation Table

    | (5) All of these amounts relate to changes in pension values. Assumptions used to calculate the change in the present value of accrued benefits were the same as those disclosed in Note 9, “Retirement and Deferred Compensation Plans” to Aptar’s Financial Statements. |

  114. 2023 Summary Compensation Table

    | (6) The amount of other compensation in 2023 includes Company contributions to profit sharing and savings plans, premiums related to Company-provided term life insurance and supplemental disability insurance, and for all NEOs. The amount of other compensation in 2023 also includes amounts related to a Company-provided automobile for some NEOs. The amount of other compensation in 2023 for Mr. Tanda includes $45,594 related to Company provided disability insurance and Company contributions related to a profit sharing program. The amount of other compensation in 2023 for Mr. Touya includes expatriate assignment related costs including $48,340 in tuition, $72,000 in cost of living adjustments, $360,000 in rent, and $199,226 in tax reimbursements related to the tax impact based on his expatriate assignment. The amount of other compensation for Mr. Touya also includes Company contributions related to a profit share program of $37,915, Company provided disability insurance in the amount of $19,684 and tax consulting fees in the amount of $14,907 related to his expatriate assignment. The amount of other compensation for Ms. Gong includes payments for housing and driver related services in the amount of $136,257, cost of living adjustments of $35,000 and $222,467 in tax reimbursements related to the tax impact based on her expatriate assignment. The amount of other compensation for Ms. Gong also includes Company contributions related to a profit share, supplemental health insurance in the amount of $16,800, and family travel as provided under the terms of Ms. Gong’s expatriate assignment. The amounts for 2022 and 2021 have been updated to reflect tax adjustments relating to expatriation benefits provided in those years. The amounts paid with respect to Mr. Touya and Ms. Gong are valued based on the aggregate incremental cost to the Company and represents the amounts paid to, or on behalf of, the executive. |

  115. 2023 Summary Compensation Table

    | 56 | 2024 Proxy Statement | |

  116. 2023 Summary Compensation Table

    | (7) Mr. Touya’s compensation is denominated in Euros and was translated to U.S. dollars using the average exchange rate for the year, except for the STI amount which was translated using the spot exchange rate on the date the amount was determined. |

  117. 2023 Summary Compensation Table

    | (8) Mr. Prieur’s compensation is denominated in Swiss Francs and was translated to U.S. dollars using the average exchange rate for the year, except for the STI amount which was translated using the spot exchange rate on the date the amount was determined. |

  118. 2023 Summary Compensation Table

    | | 2024 Proxy Statement | 57 |

  119. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The table below sets forth all plan-based awards granted to NEOs in 2023.

  120. 2023 Grants of Plan-Based Awards

    | | | | | | | | | | | All Other | All Other | | | | | | | | | | | | | | Stock | Option | | | | | | | | | | | | | | Awards: | Awards: | Exercise or | | | | | | | Estimated Possible Payouts | | | Estimated Possible Payouts | | | Number of | Number of | Base | Grant Date | | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Shares of | Securities | Price of | Fair Value of | | | | | | Plan Awards(2) | | | Plan Awards(3) | | | Stock or | Underlying | Option | Stock | | | Grant | Approval | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Awards | | Name | Date | Date | Type(1) | ($) | ($) | ($) | (#) | (#) | (#) | (#)(4) | (#) | ($/Sh) | ($)(5) | | S. Tanda | 2/24/2023 | 2/3/2023 | RSU | — | — | — | — | — | — | 8,932 | — | — | 999,848 | | | 3/15/2023 | 2/3/2023 | NQSO | — | — | — | — | — | — | — | 58,803 | 122.52 | 1,166,652 | | | 3/15/2023 | 2/3/2023 | RSU | — | — | — | — | — | — | 11,785 | — | — | 1,278,908 | | | 3/15/2023 | 2/3/2023 | PRSU | — | — | — | 4,473 | 23,858 | 59,645 | — | — | — | 2,771,584 | | | — | — | STI | — | 1,342,200 | 2,684,400 | — | — | — | — | — | — | — | | R. Kuhn | 2/24/2023 | 2/3/2023 | RSU | — | — | — | — | — | — | 3,797 | — | — | 425,036 | | | 3/15/2023 | 2/3/2023 | NQSO | — | — | — | — | — | — | — | 15,242 | 122.52 | 302,401 | | | 3/15/2023 | 2/3/2023 | RSU | — | — | — | — | — | — | 3,055 | — | — | 331,529 | | | 3/15/2023 | 2/3/2023 | PRSU | — | — | — | 1,160 | 6,184 | 15,460 | — | — | — | 718,395 | | | — | — | STI | — | 579,104 | 1,158,208 | — | — | — | — | — | — | — | | G. Touya | 3/15/2023 | 2/3/2023 | NQSO | — | — | — | — | — | — | — | 11,100 | 122.52 | 220,224 | | | 3/15/2023 | 2/3/2023 | RSU | — | — | — | — | — | — | 2,225 | — | — | 241,457 | | | 3/15/2023 | 2/3/2023 | PRSU | — | — | — | 845 | 4,504 | 11,260 | — | — | — | 523,230 | | | — | — | STI | — | 429,971 | 859,942 | — | — | — | — | — | — | — | | M. Prieur | 3/15/2023 | 2/3/2023 | NQSO | — | — | — | — | — | — | — | 11,866 | 122.52 | 235,421 | | | 3/15/2023 | 2/3/2023 | RSU | | — | — | — | — | — | 2,378 | — | — | 258,061 | | | 3/15/2023 | 2/3/2023 | PRSU | — | — | — | 903 | 4,815 | 12,038 | — | — | — | 559,359 | | | — | — | STI | — | 469,334 | 938,668 | — | — | — | — | — | — | — | | X. Gong | 2/24/2023 | 2/3/2023 | RSU | — | — | — | — | — | — | 2,210 | — | — | 247,387 | | | 3/15/2023 | 2/3/2023 | NQSO | — | — | — | — | — | — | — | 9,683 | 122.52 | 192,111 | | | 3/15/2023 | 2/3/2023 | RSU | — | — | — | — | — | — | 1,941 | — | — | 210,637 | | | 3/15/2023 | 2/3/2023 | PRSU | — | — | — | 737 | 3,929 | 9,823 | — | — | — | 456,432 | | | — | — | STI | — | 370,985 | 741,970 | — | — | — | — | — | — | — |

  121. 2023 Grants of Plan-Based Awards

    | (1) During fiscal year 2023, NEOs received four types of plan-based awards: non-qualified stock options (“NQSOs”), PRSUs, RSUs and Annual Short-Term Incentives (in cash) (“STI”). |

  122. 2023 Grants of Plan-Based Awards

    | (2) Amounts represent target and maximum STI opportunities under the 2023 STI. The amount actually paid to each NEO is included in the Stock Awards column and the Non-Equity Incentive Plan Compensation column in the 2023 Summary Compensation Table. See “Compensation Discussion and Analysis—Elements of Our Compensation Programs—Short-Term Incentives” for further information regarding the 2023 STI. |

  123. 2023 Grants of Plan-Based Awards

    | (3) Amounts represent PRSUs that vest over the 2023-2025 performance period based on the Company’s Adjusted ROIC and TSR performance. See “Compensation Discussion and Analysis—Elements of Our Compensation Programs—Long-term Performance Incentives” above for more information about the PRSUs, including the pre-established performance periods and performance measures. See the footnotes to the “2023 Outstanding Equity Awards at Fiscal Year-End" table below for a description of the PRSU vesting schedules. |

  124. 2023 Grants of Plan-Based Awards

    | (4) Awards granted on February 24, 2023 represent RSUs granted to Messrs. Tanda, Kuhn, and Ms. Gong at their election to receive RSUs in lieu of a portion of their 2022 STI (paid/awarded in 2023) and an additional 20% of the elected amount granted to those officers making such election, which were previously reported as compensation in the 2022 Summary Compensation Table. See “Compensation Discussion and Analysis—Elements of Our Compensation Programs—Long-term Performance Incentives” above for more information regarding the 2023 LTI RSUs, including the vesting schedules. |

  125. 2023 Grants of Plan-Based Awards

    | (5) NQSOs, RSUs and PRSUs reflected in this column are reported in accordance with FASB ASC 718 (excluding the effect of estimated forfeitures) and, in the case of the PRSU awards, based upon the probable outcome of certain performance conditions. |

  126. 2023 Grants of Plan-Based Awards

    | 58 | 2024 Proxy Statement | |

  127. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The table below provides information on the holdings of stock option and stock awards by the NEOs as of December 31, 2023. The equity awards reported in the Option Awards column consist of NQSOs. The equity awards in the Stock Awards column consist of RSUs and PRSUs.

  128. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | Incentive | Incentive | | | | | | | | | | Plan | Plan | | | | | | | | | | Awards | Awards | | | | | | | | | | Number of | Market or | | | | | | | | | | Unearned | Payout | | | | | Number of | | | | | Shares, | Value of | | | | Number of | Securities | | | Number of | Market Value | Units | Unearned | | | | Securities | Underlying | | | Shares or | of Shares or | or Other | Shares, | | | | Underlying | Unexercised | | | Units of | Units of | Rights | Units or | | | | Unexercised | Options | Option | | Stock | Stock That | that | Other Rights | | | | Options | (#) | Exercise | Option | That Have | Have Not | have Not | That Have | | | Grant | (#) | Unexercisable | Price | Expiration | Not Vested | Vested | Vested | Not Vested | | Name | Date | Exercisable | (1) | ($)(1) | Date | (#)(2) | ($)(3) | (#)(4) | ($)(3) | | S. Tanda | | — | — | — | — | 47,022 | 5,812,860 | — | — | | | | — | — | — | — | — | — | 138,916 | 17,172,796 | | | 2/10/2017 | 133,838 | — | 74.79 | 2/10/2027 | — | — | — | — | | | 3/15/2023 | — | 58,803 | 122.52 | 3/15/2033 | — | — | — | — | | R. Kuhn | | — | — | — | — | 14,941 | 1,847,006 | — | — | | | | — | — | — | — | — | — | 35,651 | 4,407,177 | | | 1/14/2015 | 50,663 | — | 64.60 | 1/14/2025 | — | — | — | — | | | 2/5/2016 | 54,390 | — | 71.12 | 2/5/2026 | — | — | — | — | | | 2/10/2017 | 69,620 | — | 74.79 | 2/10/2027 | — | — | — | — | | | 3/15/2023 | — | 15,242 | 122.52 | 3/15/2033 | — | — | — | — | | G. Touya | | — | — | — | — | 7,043 | 870,656 | — | — | | | | — | — | — | — | — | — | 27,016 | 3,339,718 | | | 3/15/2023 | — | 11,100 | 122.52 | 3/15/2033 | — | — | — | — | | M. Prieur | | — | — | — | — | 8,639 | 1,067,953 | — | — | | | | — | — | — | — | — | — | 28,956 | 3,579,541 | | | 2/5/2016 | 3,500 | — | 71.12 | 2/5/2026 | — | — | — | — | | | 2/10/2017 | 6,500 | — | 74.79 | 2/10/2027 | — | — | — | — | | | 3/15/2023 | — | 11,866 | 122.52 | 3/15/2033 | — | — | — | — | | X. Gong | | — | — | — | — | 7,666 | 947,671 | — | — | | | | — | — | — | — | — | — | 22,908 | 2,831,825 | | | 3/15/2023 | — | 9,683 | 122.52 | 3/15/2033 | — | — | — | — |

  129. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) Stock options were granted with an exercise price equal to closing price of Aptar’s common stock on the NYSE on the date of grant, except that the 2023 stock options were granted with the exercise price set at a 10% premium to the stock price on the date of grant. |

  130. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) Stock awards represent RSUs that were granted in lieu of a portion of the STI taken in cash awards granted at the discretion of the Management Development and Compensation Committee, or RSUs granted as part of the LTI program. RSUs granted generally vest over a three-year period, with restrictions lapsing on one third of the units on each of the first three anniversaries of the grant date. A retention award of RSUs granted in March 2021 to Mr. Prieur cliff vested on the third anniversary of the date of grant. The following numbers of units vest for each respective NEO in the years indicated: |

  131. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Vesting | Vesting | Vesting | | | | in 2024 | in 2025 | in 2026 | Total | | Tanda | 23,466 | 16,649 | 6,907 | 47,022 | | Kuhn | 7,361 | 5,295 | 2,285 | 14,941 | | Touya | 4,131 | 2,170 | 742 | 7,043 | | Prieur | 5,795 | 2,051 | 793 | 8,639 | | Gong | 3,863 | 2,419 | 1,384 | 7,666 |

  132. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (3) The market value of RSUs and PRSUs that have not yet vested is calculated using the closing price of Aptar’s common stock on the NYSE on December 29, 2023 (the last trading day of 2023), which was $123.62 per share. |

  133. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | 2024 Proxy Statement | 59 |

  134. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (4) Amounts represent PRSUs that vest over the 2023-2025 performance period, based on the Company’s Adjusted ROIC, modified by the TSR performance, and PRSUs that vest over the 2022-2024 and 2021-2023 performance periods respectively based on the Company’s Adjusted ROIC and relative TSR performance. In accordance with the SEC executive compensation disclosure rules, the amounts reported related to PRSUs in this column are based on achieving threshold levels for the 2021-2023 award and maximum levels for the 2022-2024 award and the 2023-2025 award. |

  135. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 60 | 2024 Proxy Statement | |

  136. 2023 Option Exercises and Stock Awards Vested

    2023 Option Exercises and Stock Awards Vested The table below provides information on stock option exercises and stock awards vested in 2023.

  137. 2023 Option Exercises and Stock Awards Vested

    | | | Stock Options | | Stock Awards Vested | | | | | Number of | | Number of | | | | | Shares | Value | Shares | Value | | | | Acquired on | Realized on | Acquired on | Realized on | | | Grant | Exercise | Exercise | Vesting | Vesting | | Name | Type(1) | (#) | ($)(2) | (#) | ($)(3) | | Tanda | RSU | — | — | 24,181 | 2,753,955 | | | PRSU | — | — | 18,739 | 2,220,759 | | Kuhn | RSU | — | — | 7,269 | 829,941 | | | PRSU | — | — | 5,291 | 627,036 | | | Option | 50,000 | 2,297,575 | — | — | | Touya | RSU | — | — | 12,614 | 1,419,553 | | | PRSU | — | — | 3,975 | 463,127 | | Prieur | RSU | — | — | 3,810 | 430,405 | | | PRSU | — | — | 4,013 | 475,581 | | Gong | RSU | — | — | 10,934 | 1,226,244 | | | PRSU | — | — | 3,443 | 408,030 |

  138. 2023 Option Exercises and Stock Awards Vested

    | (1) During fiscal year 2023, two types of stock awards vested: PRSUs and RSUs. |

  139. 2023 Option Exercises and Stock Awards Vested

    | (2) Value realized represents the difference between the closing price on the NYSE of Aptar’s common stock on the date of exercise and the exercise price of the option award. |

  140. 2023 Option Exercises and Stock Awards Vested

    | (3) For vested RSUs, the value realized represents the closing price on the NYSE of Aptar’s common stock on the date of vesting multiplied by the number of shares vested. For vested PRSUs, the value realized represents the number of shares earned over the applicable performance period (2020-2022) multiplied by the closing stock price on April 28, 2023. |

  141. 2023 Option Exercises and Stock Awards Vested

    | | 2024 Proxy Statement | 61 |

  142. Pension Benefits

    Pension Benefits

  143. U.S. Employees

    U.S. Employees Substantially all of the U.S. employees of the Company and its subsidiaries hired before January 2021 are eligible to participate in the Company's Pension Plan, while employees hired in January 2021 or thereafter are eligible to participate in an enhanced 401(k) benefit plan. Employees hired before January 2021 were eligible to participate after six months of credited service and become fully vested after five years of credited service. The annual benefit payable to an employee under the Pension Plan upon retirement is computed as a straight life annuity equal to the sum of the separate amounts the employee accrues for each of his or her years of credited service under the Plan. Such separate amounts are determined as follows: for each year of credited service through 1988, 1.2% of such year’s compensation up to the Social Security wage base for such year and 1.8% (2% for years after 1986) of such year’s compensation above such wage base, plus certain increases put into effect prior to 1987; for each year after 1988 through the year in which the employee reaches 35 years of service, 1.2% of such year’s “Covered Compensation” and 1.85% of such year’s compensation above such “Covered Compensation” and for each year thereafter, 1.2% of such year’s compensation. The employee’s compensation under the Pension Plan for any year includes all salary, commissions and overtime pay and, beginning in 1989, annual performance incentives, and STI subject to such year’s limit applicable to tax-qualified retirement plans. The employee’s “Covered Compensation” under the Pension Plan for any year is generally the average of the Social Security wage base for each of the 35 years preceding the employee’s Social Security retirement age, assuming that such year’s Social Security wage base will not change in the future. Normal retirement under the Pension Plan is age 65 and reduced benefits are available as early as age 55 provided that the employee has completed 10 years of service. If an employee has completed 10 years of service and elects to retire and receive pension benefits before age 65, the benefit will be calculated in the same manner as under normal retirement conditions, but will be permanently reduced for each month the benefit commences prior to age 65. The reduction factors are: 1/180 for each of the first 60 months, and 1/360 for each additional month that is in advance of the normal retirement age. Benefits are not subject to reduction for Social Security benefits or other offset items. U.S. employees of the Company and its subsidiaries participating in the Pension Plan are also eligible for the Company's non-qualified supplemental retirement plan (“SERP”). The annual benefit payable to an employee under the SERP upon retirement is computed as a straight life annuity equal to the sum of the separate amounts the employee accrues for each of his or her years of credited service under the SERP. The annual

  144. U.S. Employees

    | 64 | 2024 Proxy Statement | |

  145. U.S. Employees

    accrued benefits are determined as follows: for each year of credited service through the year in which the participant reaches 35 years of service, 1.85% of the participant’s “Supplemental Earnings;” and for each year after 35 years of credited service, 1.2% of such year’s “Supplemental Earnings.” “Supplemental Earnings” is generally the difference between (i) the participant’s earnings calculated as if the limitation of Section 401(a)(17) of the Internal Revenue Code were not in effect and (ii) the participant’s recognized earnings under the Pension Plan. Participants who terminate service prior to being eligible for retirement (i.e., age 65 or age 55 with 10 years of credited service) will forfeit all accrued benefits under the SERP. The SERP provides for the vesting of all accrued benefits to those not already retirement eligible under the plan in the event of a change of control. Mr. Touya is a resident of Europe and does not participate in the U.S. pension benefit plans, but as described below, is entitled to other pension benefits.

  146. 2023 Pension Benefits

    2023 Pension Benefits

  147. 2023 Pension Benefits

    | | | Number of | Present | | | | | Years of | Value of | Payments | | | | Credited | Accumulated | During Last | | | | Service | Benefit | Fiscal Year | | Name | Plan Name(1) | (#) | ($) | ($) | | Tanda | Employees’ Retirement Plan | 7 | 294,631 | — | | | Supplemental Retirement Plan | 7 | 2,520,487 | — | | Kuhn | Employees’ Retirement Plan | 36 | 1,122,426 | — | | | Supplemental Retirement Plan | 36 | 1,922,067 | — | | Touya | Retirement Indemnities | 29 | 502,877 | — | | | Pension Plan | 29 | 2,525,459 | — | | Prieur | Employees’ Retirement Plan | 11 | 824,915 | — | | | Supplemental Retirement Plan | 11 | — | — | | Gong | Employees’ Retirement Plan | 5 | 182,034 | — | | | Supplemental Retirement Plan | 5 | 305,490 | — |

  148. 2023 Pension Benefits

    | (1) The retirement indemnities and pension plan of Mr. Touya represent non-qualified pension plans. The AptarGroup, Inc. Employees’ Retirement Plan (Employees’ Retirement Plan) is a qualified plan and the AptarGroup, Inc. Supplemental Executive Retirement Plan (Supplemental Retirement Plan) is a non-qualified plan. |

  149. 2023 Pension Benefits

    | | 2024 Proxy Statement | 65 |

  150. Potential Payments Upon Termination of Employment

    Potential Payments Upon Termination of Employment The following table provides information concerning potential payments or other compensation that could have been awarded to the NEOs if any of the various termination scenarios presented below occurred on December 31, 2023.

  151. Potential Payments Upon Termination of Employment

    | | | | | Involuntary or | | | | | Normal | | | Good | | | | | Expiration of | | | Reason | | | | | Employment | Voluntary | Involuntary | Termination | | | | Name | Agreement | Termination(1) | Termination | After a CIC | Disability | Death | | Tanda | | | | | | | | Cash Payment | 2,460,700 | — | 3,691,050 | 8,880,868 | 745,704 | 1,118,500 | | Continuation of Medical/Welfare Benefits | — | — | 98,459 | 196,917 | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/23)(2) | 1,681,356 | 1,681,356 | 1,681,356 | 5,877,544 | 5,877,544 | 5,877,544 | | PRSUs(3) | — | — | — | 6,259,251 | 5,294,902 | 5,294,902 | | Total Termination Benefits(4) | 4,142,056 | 1,681,356 | 5,470,865 | 21,214,580 | 11,918,150 | 12,290,946 | | Kuhn | | | | | | | | Cash Payment | 681,299 | — | 1,362,598 | 3,749,430 | 454,222 | 681,299 | | Continuation of Medical/Welfare Benefits | 21,686 | — | — | 54,215 | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/23)(2) | 702,655 | 702,655 | 702,655 | 1,863,771 | 1,863,771 | 1,863,771 | | PRSUs(3) | — | — | — | 1,596,552 | 1,354,803 | 1,354,803 | | Total Termination Benefits(4) | 1,405,640 | 702,655 | 2,065,253 | 7,263,968 | 3,672,796 | 3,899,873 | | Touya | | | | | | | | Cash Payment | — | 573,294 | 2,289,281 | 2,289,281 | 382,215 | 573,294 | | Continuation of Medical/Welfare Benefits | — | — | — | — | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/23)(2) | 83,691 | 83,691 | 83,691 | 882,866 | 882,866 | 882,866 | | PRSUs(3) | — | — | — | 1,263,273 | 1,069,035 | 1,069,035 | | Total Termination Benefits(4) | 83,691 | 656,985 | 2,372,972 | 4,435,420 | 2,334,116 | 2,525,195 | | Prieur | | | | | | | | Cash Payment | 625,779 | 576,676 | 312,890 | 1,153,352 | 417,207 | 625,779 | | Continuation of Medical/Welfare Benefits | — | — | — | — | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/23)(2) | — | — | 339,831 | 1,081,006 | 1,081,006 | 1,081,006 | | PRSUs(3) | — | — | — | 1,268,588 | 1,075,525 | 1,075,525 | | Total Termination Benefits(4) | 625,779 | 576,676 | 652,721 | 3,502,946 | 2,573,738 | 2,782,310 | | Gong | | | | | | | | Cash Payment | 494,647 | — | 989,294 | 2,651,533 | 329,781 | 494,647 | | Continuation of Medical/Welfare Benefits | 20,002 | — | — | 50,005 | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/23)(2) | 251,197 | 251,197 | 251,197 | 958,322 | 958,322 | 958,322 | | PRSUs(3) | — | — | — | 1,034,699 | 875,611 | 875,611 | | Total Termination Benefits(4) | 765,846 | 251,197 | 1,240,491 | 4,694,559 | 2,163,714 | 2,328,580 |

  152. Potential Payments Upon Termination of Employment

    | (1) In addition to the amounts reported in this column, Messrs. Tanda, Kuhn and Prieur would vest in outstanding equity awards in accordance with the retirement vesting provisions of such awards and with an estimated value of $10,771,392, $3,061,129 and $2,143,478, respectively, as of December 31, 2023. With respect to PRSUs in the case of retirement, vesting is prorated and based on actual performance through the end of the performance period (assumed to be target performance for purposes of this table). |

  153. Potential Payments Upon Termination of Employment

    | 66 | 2024 Proxy Statement | |

  154. Potential Payments Upon Termination of Employment

    | (2) For RSUs deferred pursuant to the Company's annual incentive plan, in the event of a termination other than due to cause, the NEO would vest in the number of RSUs equal to his or her deferral, but would not vest in the 20% additional RSUs granted under the deferral program. |

  155. Potential Payments Upon Termination of Employment

    | (3) For scenarios which provide for payments, this row assumes target payouts under the PRSU awards and in the case of death or disability, is prorated based on the portion of the performance periods completed as of December 31, 2023. |

  156. Potential Payments Upon Termination of Employment

    | (4) In the event of Mr. Tanda's, Mr. Kuhn's or Ms. Gong's termination of employment other than for cause and not within two years following a change in control, the executive would remain eligible for a prorated annual bonus based on actual performance, but only if such termination occurs during the third or fourth quarter of the Company's fiscal year. Because the annual bonus is considered earned as of December 31, 2023, amounts related to the pro rata bonus have been excluded from this table and are reported in the 2023 Summary Compensation Table as 2023 compensation. |

  157. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Aptar is providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Stephan Tanda, our President and CEO. To better understand this disclosure, we think it is important to give context to our operations. As a global organization, approximately 19%, or 2,600 of our employees are located in the United States, while approximately 81% or 11,200 employees are located throughout Europe, Asia and South America. We strive to create a competitive global compensation program in terms of both the position and the geographic location in which the employee is located. As a result, our compensation program varies amongst each local market in order to allow us to provide a competitive compensation package.

  158. Pay Ratio

    Pay Ratio For 2023:

  159. Pay Ratio

    | ● | The median of the annual total compensation of all of our employees, other than Mr. Tanda, was $49,202. |

  160. Pay Ratio

    | ● | Mr. Tanda’s annual total compensation was $8,915,129. |

  161. Pay Ratio

    | ● | Based on this information, the ratio of the annual total compensation of Mr. Tanda to the median of the annual total compensation of all employees is estimated to be 181 to 1. |

  162. Pay Ratio

    Given the significant weight of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on the Company’s performance against the pre-established performance goals.

  163. Pay Versus Performance

    Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “compensation actually paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO NEOs, as noted below. “Compensation actually paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Management Development and Compensation Committee views annual compensation decisions, as discussed in the Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs and PRSUs which remain subject to forfeiture if the vesting conditions are not satisfied.

  164. Pay Versus Performance

    | | Pay Versus Performance | | | | | | | | | | | | Average | | Value of Initial | | | | | | | | Summary | | Fixed $100 | | | | | | | | Compensation | Average | Investment Based | | | | | | | | Table | Compensation | On: (5) | | | | | | | | Total for | Actually | | Peer | | | | | Summary | | Non-PEO | Paid to Non- | | Group | NET | | | | Compensation | Compensation | Named | PEO Named | Total | Total | INCOME | | | | Table Total | Actually | Executive | Executive | Shareholder | Shareholder | (Amount in | | | | for PEO | Paid to PEO | Officers | Officers | Return | Return | Thousands | | | YeaR(1) | ($)(2) | ($)(3) | ($)(2) | ($)(4) | ($) | ($)(6) | $) | ROIC (7) | | 2023 | $8,915,129 | $12,925,874 | $3,006,584 | $3,576,482 | $112 | $109 | $284,176 | 11% | | 2022 | $8,840,507 | $6,887,920 | $2,820,935 | $2,345,420 | $99 | $115 | $239,555 | 9% | | 2021 | $9,379,483 | $(2,793,029) | $3,225,627 | $58,643 | $108 | $153 | $243,638 | 10% | | 2020 | $7,018,822 | $13,130,732 | $2,647,760 | $4,341,981 | $120 | $122 | $214,090 | 10% |

  165. Pay Versus Performance

    | (1) Stephen B. Tanda served as the Company’s principal executive officer for the entirety of 2020, 2021, 2022 and 2023 and the Company’s other NEOs for each of 2020, 2021, 2022 and 2023 were: Robert W. Kuhn; Gael Touya; Marc Prieur; and Xiangwei Gong. |

  166. Pay Versus Performance

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Tanda and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for the applicable year other than the principal executive officer for such years. |

  167. Pay Versus Performance

    | 70 | 2024 Proxy Statement | |

  168. Pay Versus Performance

    | (3) Amounts reported in this column represent the “compensation actually paid” to Mr. Tanda as the Company’s President and Chief Executive Officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |

  169. Pay Versus Performance

    | | PEO | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation(a) | $8,915,129 | $8,840,507 | $9,379,483 | $7,018,822 | | - Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(b) | $(658,184) | $— | $(234,245) | $(763,195) | | + Service Costs Under Defined Benefit and Actuarial Pension Plans(c) | $471,884 | $498,229 | $318,221 | $490,964 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year(d) | $(6,140,940) | $(6,836,783) | $(6,940,397) | $(4,929,983) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(e) | $8,291,981 | $5,964,982 | $4,130,528 | $9,174,774 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(f) | $1,720,550 | $(431,121) | $(9,465,577) | $2,803,254 | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(g) | $— | $— | $— | $— | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(h) | $325,454 | $(127,513) | $18,958 | $175,150 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(i) | $— | $(1,020,381) | $— | $(839,054) | | = Compensation Actually Paid | $12,925,874 | $6,887,920 | $(2,793,029) | $13,130,732 |

  170. Pay Versus Performance

    | (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |

  171. Pay Versus Performance

    | (b) Represents the aggregate change in the actuarial present value of Mr. Tanda’s accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. |

  172. Pay Versus Performance

    | (c) Represents the sum of the actuarial present value of Mr. Tanda’s benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, plus the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the indicated fiscal year that are attributed by the benefit formula to services rendered in prior fiscal years, in each case, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  173. Pay Versus Performance

    | (d) Represents the aggregate grant date fair value of the stock awards granted to Mr. Tanda during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  174. Pay Versus Performance

    | (e) Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Tanda’s outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  175. Pay Versus Performance

    | (f) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Mr. Tanda as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  176. Pay Versus Performance

    | (g) Represents the aggregate fair value at vesting of the stock awards that were granted to Mr. Tanda and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  177. Pay Versus Performance

    | (h) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by Mr. Tanda that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  178. Pay Versus Performance

    | (i) Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Tanda’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  179. Pay Versus Performance

    | | 2024 Proxy Statement | 71 |

  180. Pay Versus Performance

    | (4) Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Mr. Tanda in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |

  181. Pay Versus Performance

    | | Other NEOs Average(a) | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation(b) | $3,006,584 | $2,820,935 | $3,225,627 | $2,647,760 | | - Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(b) | $(407,087) | $(39,628) | $(297,582) | $(230,259) | | + Service Costs Under Defined Benefit and Actuarial Pension Plans(c) | $143,218 | $170,457 | $140,234 | $159,071 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year(d) | $(1,269,063) | $(1,353,686) | $(1,572,609) | $(1,625,369) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(e) | $1,706,742 | $1,176,872 | $957,919 | $2,837,130 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(f) | $409,023 | $(149,550) | $(2,393,479) | $672,425 | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(g) | $— | $— | $— | $— | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(h) | $88,797 | $(54,617) | $(1,467) | $27,164 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(i) | $(101,732) | $(225,363) | $— | $(145,941) | | = Compensation Actually Paid | $3,576,482 | $2,345,420 | $58,643 | $4,341,981 |

  182. Pay Versus Performance

    | (a) Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. |

  183. Pay Versus Performance

    | (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. |

  184. Pay Versus Performance

    | (c) Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  185. Pay Versus Performance

    | (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  186. Pay Versus Performance

    | (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  187. Pay Versus Performance

    | (f) Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  188. Pay Versus Performance

    | (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  189. Pay Versus Performance

    | (h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  190. Pay Versus Performance

    | (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |

  191. Pay Versus Performance

    | (6) The TSR Peer Group consists of the following companies that were included in the Company’s Share Performance Graph in its Annual Report for 2023: Albemarle Corporation; Ashland Global Holdings Inc.; Berry Global Group, Inc.; Catalent, Inc., CCL Industries Inc.; ICU Medical, Inc.; Ingredion Inc.; International Flavors & Fragrances, Inc.; McCormick & Company, Inc.; Sealed Air Corporation; Sensient Technologies Corporation; Silgan Holdings, Inc.; Sonoco Products Company; Stericycle, Inc.; STERIS plc; Teleflex Inc. and West Pharmaceutical Services, Inc. Hill-Rom Holdings, Inc. was excluded from the TSR calculations starting in 2021 as they were acquired on December 13, 2021. |

  192. Pay Versus Performance

    | 72 | 2024 Proxy Statement | |

  193. Pay Versus Performance

    | (7) The Management Development and Compensation Committee determined that ROIC represents the most important financial performance measure to link “compensation actually paid” to our NEOs and Company performance. ROIC is defined as adjusted earnings before interest and taxes at the effective tax rate, divided by average equity plus average debt. |

  194. Pay Versus Performance

    Relationship Between Pay and Performance We believe the “compensation actually paid” in each of the years reported above and over the four-year cumulative period are reflective of the Management Development and Compensation Committee’s emphasis on “pay-for-performance” as the “compensation actually paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our 2023 STI and 2023 LTI awards. Because of our significant emphasis on equity awards, which represented 68% and 51% of the 2023 target pay of our CEO and the other NEOs (on average), respectively, our “compensation actually paid” is most directly impacted by our stock price performance. The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link “compensation actually paid” to the NEOs for 2023. Please see the Compensation Discussion & Analysis for further information regarding these measures and how they were used in the 2023 executive compensation program.

  195. Pay Versus Performance

    | ● | STI Adjusted EBITDA Growth, measured on a Corporate basis for each of the NEOs as well as a segment basis for Messrs. Touya and Prieur and Ms. Gong |

  196. Pay Versus Performance

    | ● | Core Sales Growth, measured on a Corporate basis for each of the NEOs as well as a segment basis for Messrs. Touya and Prieur and Ms. Gong |

  197. Pay Versus Performance

    | ● | Corporate Optimization Initiative |

  198. Pay Versus Performance

    | ● | Adjusted Return on Invested Capital |

  199. Pay Versus Performance

    | ● | Relative Total Shareholder Return |

  200. Pay Versus Performance

    | | 2024 Proxy Statement | 73 |

  201. Pay Versus Performance

    | 74 | 2024 Proxy Statement | |

  202. Transactions with Related Persons

    | ● | executive officer or director compensation which has been approved by the Management Development and Compensation Committee of the Board of Directors; |