DEF 14A of Aptargroup, Inc.
Filed Mar 28, 2025 · FY20240001558370-25-003915
Our Nominees at a Glance
Our Nominees at a Glance
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 | | | GIOVANNA KAMPOURI MONNAS Advisor to family and venture capital firms | 69 | 2010 | | - | | C | | | | ISABEL MAREY-SEMPER President of DOXANANO | 57 | 2019 | | - | | | M | | | STEPHAN B. TANDA President & CEO, Aptar | 59 | 2017 | | 1 | | | | | C = Committee Chair; M = Committee Member | | | | | | | | |
Our Nominees at a Glance
OUR EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
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 |
Our Nominees at a Glance
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Our Nominees at a Glance
BUSINESS HIGHLIGHTS In 2024, our total stockholder return over the past five years lagged behind the S&P 500 Index and the S&P Midcap 400, but was ahead of our peer group. In 2024, we achieved the following financial and operational metrics.
Our Nominees at a Glance
| $3.6 billion Record Reported Annual Sales | 2024 marks our 31st consecutive year of paying an increased aggregate annual dividend | $375 million Annual Net Income | $5.53 Annual Reported Earnings per Share |
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. |
Our Nominees at a Glance
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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 2028 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.
Proposal 1: Election of Directors
| | The Board of Directors recommends a vote FOR each of the following nominees for director. |
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
NOMINEES FOR ELECTION AT THIS MEETING TO TERMS EXPIRING 2028
Proposal 1: Election of Directors
| | GIOVANNA KAMPOURI MONNAS Age: 69 Independent Director since: 2010 Committees: Management Development and Compensation (Chair) |
Career Highlights
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 a 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 A Benckiser GmbH, her expertise in the fragrance and cosmetic markets and her global marketing experience.
Career Highlights
| | ISABEL MAREY-SEMPER Age: 57 Independent Director since: 2019 Committees: Corporate Governance |
Career Highlights
Career Highlights Dr. 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, Dr. Marey-Semper served from 2011 to 2015 as Vice President and Head, Advanced Research at L’Oréal. Prior to joining L’Oréal, Dr. 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). Dr. Marey-Semper was a director of Rexel (a Euronext-listed French distributor of electrical supplies) from 2014 to 2016. Dr. Marey-Semper currently serves as an independent director of the Imagine Institute (institute for medical research and treatment of genetic diseases). Dr. Marey-Semper is also a key contributor to France 2030, the French government’s investment plan aiming at sustainably transforming key sectors through research, innovation and industrial investment. Dr. Marey-Semper is a knight of the National Order of the Legion of Honour. Dr. Marey-Semper has a PhD in neuropharmacology from Sorbonne Université and a Masters in Business Administration. The Board of Directors concluded that Dr. 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 comprehensive experience in research, strategy, transformative programs and finance.
Career Highlights
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Career Highlights
| | STEPHAN B. TANDA Age: 59 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.
Career Highlights
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Career Highlights
DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2026
Career Highlights
| | GEORGE L. FOTIADES Age: 71 Independent 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 in 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. This experience has also led the Board to determine that Mr. Fotiades is an “audit committee financial expert” as defined by the SEC. | |
Career Highlights
| | CANDACE MATTHEWS Age: 66 Independent 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. 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 Société BIC S.A. (a consumer product manufacturer) and Corewell Health Foundation (formerly Spectrum Health Foundation). Ms. Matthews is a former director of MillerKnoll, Inc. (formerly Herman Miller, Inc.) (a modern furniture design company), and 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. | |
Career Highlights
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Career Highlights
| | B. CRAIG OWENS Age: 70 Independent Director since: 2018 Committees: Audit (Chair), Management Development and Compensation | | Career Highlights Mr. Owens was the Chief Financial Officer and Chief Administrative Officer of The Campbell’s 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. | |
Career Highlights
| | JULIE XING Age: 56 Independent Director since: 2023 Committees: Management Development and Compensation | | Career Highlights Dr. 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, Dr. 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, Dr. 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 Dr. Xing was Vice President and General Manager of Asia Pacific and Japan Operations at Panomics and Affymetrix, which was acquired by Thermo Fisher Scientific. Dr. Xing was General Manager and China President of Illumina (a global next generation gene sequencer company) from 2005 to 2007. Dr. Xing has served as a Board advisor of Lee Kum Kee Group (privately-held global manufacturer of sauces and condiments), since February 2025. Dr. Xing also served as Board advisor to the Board of Directors of Mars, Incorporated (a global manufacturer of confectionery, pet food and provider of animal care services) from 2019 to 2024. Dr. Xing has a PhD in biology from the Hong Kong University of Science and Technology. The Board of Directors concluded that Dr. 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. | |
Career Highlights
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Career Highlights
DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2027
Career Highlights
| | SARAH GLICKMAN Age: 55 Independent Director since: 2023 Committees: Audit | | Career Highlights 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. This experience has also led the Board to determine that Ms. Glickman is an “audit committee financial expert” as defined by the SEC. | |
Career Highlights
| | MATT TREROTOLA Age: 57 Independent Director since: 2022 Committees: Corporate Governance (Chair) | | 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 May 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. | |
Career Highlights
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Career Highlights
| | RALF K. WUNDERLICH Age: 58 Independent Director since: 2009 Committees: Management Development and Compensation | | Career Highlights Mr. Wunderlich has served as the President and CEO of Huhtamaki Oyj (a Nasdaq Helsinki-listed global food packaging company) since January 2025. Prior to this role, he was an independent consultant and a senior advisor to private equity firms. He is currently the Chair of the Board of Directors of Shepherd Building Group Ltd. (a privately held U.K. construction company). Until January 2025, Mr. Wunderlich served as a director of Huhtamaki Oyj, Essentra PLC (an LSE-listed manufacturer and distributor of essential industrial components) 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. | |
Career Highlights
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Career Highlights
CORPORATE GOVERNANCE
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 |
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”). Insider Trading Policy; Policy Against Hedging and Pledging Our Board adopted our “Insider Trading and Confidentiality Policy” (the “Insider Trading Policy”) governing the purchase, sale and other transactions in Aptar securities by our directors, officers, and employees, and other covered persons, as well as Aptar itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards. The Insider Trading Policy prohibits executive officers and directors, and discourages employees, from engaging in hedging or pledging transactions involving any Aptar security. |
Career Highlights
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Career Highlights
| Human Capital | Inclusion, Equity & Belonging | | 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. | We aim to cultivate an open culture founded on fairness and a sense of belonging rooted in our core values of mutual trust and respect. We support and promote the development of every employee as we aspire for a more inclusive workplace. Our employee resource groups, which are open to all employees, provide an open and inclusive forum to facilitate exchange and growth. |
Current Committee Membership and Meetings Held in 2024
| Annual Independent Director Compensation | Additional Annual Cash Retainers for Committee Service | | | Audit Committee ● Chair: $28,000 ● Member: $11,000 Management Development and Compensation Committee ● Chair: $22,000 ● Member: $7,000 Corporate Governance Committee ● Chair: $17,000 ● Member: $7,000 |
2024 Director Compensation
2024 Director Compensation
2024 Director Compensation
| | Fees Earned | | All Other | | | | or Paid in Cash | Stock Awards | Compensation | Total | | Name | ($) | ($)(1) | ($)(2) | ($) | | G. Fotiades | 111,000 | 160,072 | | 271,072 | | S. Glickman | 111,000 | 160,072 | | 271,072 | | G. Kampouri Monnas | 122,000 | 160,072 | 2,000 | 284,072 | | I. Marey-Semper | 107,000 | 160,072 | | 267,072 | | C. Matthews | 212,500 | 187,541 | | 400,041 | | B. Owens | 135,000 | 160,072 | 6,000 | 301,072 | | M. Trerotola | 117,000 | 160,072 | 2,000 | 279,072 | | R. Wunderlich | 107,000 | 160,072 | | 267,072 | | J. Xing | 107,000 | 160,072 | | 267,072 |
2024 Director Compensation
| (1) The amounts reported in this column represent the grant date fair value of RSUs granted during 2024, 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 $143.82 per share for the 2024 grants. As of December 31, 2024, Ms. Matthews held 1,304 RSUs, and each other non-employee director held 1,113 RSUs. |
2024 Director Compensation
| (2) Amounts reported represent charitable contributions by Aptar under Aptar’s matching gift program. |
2024 Director Compensation
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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.
Proposal 3: Approval of an Amendment to the 2018 Equity Incentive Plan
Proposal 3: Approval of an Amendment to the 2018 Equity Incentive Plan
Proposed Amendment
| Outstanding Stock Options (#) | Weighted Average Exercise Price ($) | Weighted Average Remaining Term (years) | Full Value Awards Outstanding (#)(2) | | 1,617,814 | 94.35 | 4.1 | 776,370 |
Proposed Amendment
| (1) This table excludes March 2025 LTI awards. |
The Amendment to the 2018 Plan Will Allow Us to Continue Attracting and Retaining the Best Talent
The Amendment to the 2018 Plan Will Allow Us to Continue Attracting and Retaining the Best Talent Our Board believes that our success depends on the ability to attract and retain the best available personnel for positions of substantial responsibility and that the ability to grant equity awards is crucial to recruiting and retaining the services of these individuals. In addition, our Board believes that equity awards provide additional incentive to our employees, directors and consultants and promote our success. Without a
The 2018 Plan Includes Compensation and Governance Best Practices
| ● | Minimum Vesting Period: The 2018 Plan requires a minimum vesting or performance period of one year that is applicable to 95% of the shares subject to the 2018 Plan (however, we have historically not issued awards with minimum vesting periods of less than one year), subject to accelerated vesting upon a change in control, termination of employment or service or as otherwise determined by the Management Development and Compensation Committee; |
The 2018 Plan Includes Compensation and Governance Best Practices
| ● | Prohibition on Repricing and Below-Market Issuances: The 2018 Plan prohibits repricing of awards, the issuance of stock options or stock appreciation rights (“SARs”) below fair market value, and the transfer of nonqualified stock options or SARs by a participant for consideration; |
The 2018 Plan Includes Compensation and Governance Best Practices
| ● | Strict Share Counting Rules: The 2018 Plan prohibits “liberal” share counting provisions, such as counting only the net number of shares issued upon exercise of a stock option or SAR, adding back shares withheld to satisfy taxes on any award or tendered to pay the exercise price of a stock option or SAR, and adding back shares repurchased by Aptar on the open market with the proceeds of an option exercise; |
The 2018 Plan Includes Compensation and Governance Best Practices
| ● | Dividend Prohibition on Stock Options and SARs: The 2018 Plan prohibits dividends or dividend equivalents to be paid with respect to stock options and SARs; |
The 2018 Plan Includes Compensation and Governance Best Practices
| ● | Dividend Restrictions on Unearned Restricted Stock and RSUs: The 2018 Plan prohibits the payment of dividends and dividend equivalents on a current basis with respect to restricted stock and RSUs—meaning that any dividends or dividend equivalents paid will be subject to the same vesting conditions as the underlying awards; and |
Terms of the Plan
Terms of the Plan Administration; Eligibility. The 2018 Plan is administered by the Management Development and Compensation Committee. The 2018 Plan empowers the Management Development and Compensation Committee, among other things, to (i) select participants; (ii) make awards in such forms and amounts as the Committee will determine; (iii) impose limitations, restrictions and conditions upon awards as the Management Development and Compensation Committee deems appropriate; (iv) approve forms to carry out the purposes and provisions of the 2018 Plan; (v) interpret the 2018 Plan; (vi) adopt, amend, and rescind administrative guidelines and other rules and regulations relating to the 2018 Plan; (vii) correct any defect or omission or reconcile any inconsistency in the 2018 Plan or award granted under the 2018 Plan; and (viii) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the 2018 Plan. The Management Development and Compensation Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options and SARs will become exercisable in part or in full, (ii) all or a portion of the restriction period applicable to any outstanding awards will lapse, (iii) all or a portion of the performance period applicable to any outstanding awards will lapse and (iv) the performance goals (if any) applicable to any outstanding awards will be deemed to be satisfied at the target, maximum or any other interim level. All grants of awards under the 2018 Plan are within the discretion of the Management Development and Compensation Committee. The Management Development and Compensation Committee does not have authority to reprice any stock option or SAR granted under the 2018 Plan without stockholder approval. Under the terms of the 2018 Plan, participants in the 2018 Plan consist of such employees, non-employee directors, consultants, independent contractors and agents and persons expected to become employees, non-employee directors, consultants, independent contractors and agents of Aptar and its affiliates as the Management Development and Compensation Committee in its sole discretion may select from time to time. As of March 14, 2025, all Aptar employees (approximately 13,500 individuals) and non-employee directors (nine individuals) are eligible to participate in the 2018 Plan if selected by the Management Development and Compensation Committee. Minimum Vesting and Performance Period Requirements. The 2018 Plan includes a minimum vesting and, if applicable, a minimum performance period of one year with respect to 95% of the shares subject to the 2018 Plan (however we have historically not issued awards with minimum vesting periods of less than one year). Vesting may accelerate upon a change in control, a termination of employment or service, including in the case of a termination without cause, constructive discharge, or termination of employment or service due to death, disability, or retirement, or as otherwise determined by the Management Development and Compensation Committee. The minimum vesting and performance period restrictions are not required with
Terms of the Plan
respect to the number of shares that does not exceed five percent of the total number of shares available for awards under the 2018 Plan. Stock Options. An option entitles the holder to receive upon exercise up to the maximum number of shares of common stock subject to the option at an option price that is fixed at the time the option is granted. Options may be either ISOs or nonqualified options, except that, as long as required by Section 422 of the Code, no ISO may be awarded to any employee of an Aptar affiliate that is not an Aptar “subsidiary corporation” (as such term is used in Section 422(b) of the Code) or any non-employee director, consultant, or independent contractor agent. The exercise price of an option may not be less than 100% of the fair market value of a share of common stock at the time the option is granted (or 110% in the case of an ISO granted to a holder of more than 10% of the common stock (a “10% Holder”)), unless the option was an award granted upon the assumption of, or substitution for, an outstanding equity award previously granted by another company in connection with a corporate transaction (a “Substitute Award”), in which case the exercise price will instead be subject to other requirements under the 2018 Plan. Subject to the minimum vesting requirements in the 2018 Plan, an option will be exercisable at such time or times as the Management Development and Compensation Committee determines at the time of grant, provided that an option may not be exercised later than 10 years after its date of grant (five years in the case of an ISO granted to a 10% Holder). The 2018 Plan allows optionees, to the extent permitted by the Management Development and Compensation Committee, to pay the exercise price of options in cash or common stock (valued at its fair market value on the date of exercise) or a combination of cash and common stock, with the proceeds from the sale of the shares purchased through an arrangement with a broker, or by authorizing Aptar to withhold whole shares that would otherwise be delivered upon the exercise of the option. No dividend equivalents will be paid on any options. SARs. An SAR entitles the holder to receive upon exercise the excess of the fair market value of a specified number of shares of common stock at the time of exercise over a base price. Aptar will pay that amount to the holder in common stock (valued at its fair market value on the date of exercise), or to the extent provided for in an applicable award agreement, cash or a combination of cash and common stock, as the Management Development and Compensation Committee may determine. An SAR may be granted in tandem with a previously or contemporaneously granted option or independent of any option. The base price of an independent SAR will be fixed by the Management Development and Compensation Committee at not less than 100% of the fair market value of a share of common stock on the date of grant, unless the SAR is a Substitute Award, in which case the base price will instead be subject to other requirements under the 2018 Plan. An SAR granted in tandem with an option will entitle the optionee, in lieu of exercising the option, to receive (i) the excess of the fair market value of a share of common stock on the date of exercise over the option price multiplied by (ii) the number of shares as to which the optionee is exercising the SAR. If an SAR is granted in tandem with an option, the option will be cancelled to the extent the SAR is exercised, and the SAR will be cancelled to the extent the option is exercised. Subject to the minimum vesting requirements in the 2018 Plan, each SAR will be exercisable at such time or times as the Management Development and Compensation Committee determines at the time of grant, provided that an SAR may not be exercised later than 10 years after its date of grant. No dividend equivalents will be paid on any SAR. Restricted Stock. Subject to the minimum vesting requirements in the 2018 Plan, the Management Development and Compensation Committee may grant restricted common stock with such restriction periods as the Management Development and Compensation Committee designates. A restricted stock award may be subject to other conditions of vesting, including performance goals, as the Management Development and Compensation Committee establishes. Except as otherwise provided in the 2018 Plan, the participant may not sell, assign, transfer, pledge, or otherwise encumber shares of restricted stock. Except for restrictions on transfer and other restrictions as the Management Development and Compensation Committee may impose, the participant will have all the rights of a holder of common stock as to restricted stock; provided that dividends payable on the common stock during the restriction period or the performance period, as the case may be, will be subject to the same restrictions as those on the shares of restricted stock. Restricted Stock Units. Subject to the minimum vesting requirements in the 2018 Plan, the Management Development and Compensation Committee may award RSUs with such restriction periods as the Management Development and Compensation Committee designates. An RSU may be subject to other conditions to vesting, including performance goals, as the Management Development and Compensation Committee may establish. Each RSU represents the right to receive one share or, to the extent permitted in the applicable award agreement, the fair market value in cash of one share upon the expiration of the restriction period. A participant holding RSUs will not have the rights of a holder of common stock. Any
Terms of the Plan
dividend equivalents paid to a holder of an RSU will be subject to the same vesting conditions as the underlying award. Performance Goals. Performance goals may include, but are not limited to, the corporate-wide or affiliate, business segment, division, operating unit, or individual measures set forth below. In its discretion, the Management Development and Compensation Committee may establish any other objective or subjective corporate-wide or affiliate, division, operating unit or individual measures as performance goals, whether or not listed in the 2018 Plan.
Terms of the Plan
| ● | Other Performance Measures: (1) successful implementation of strategic initiatives relating to cost reduction, revenue production, and/or productivity improvement; (2) successful integration of acquisitions; (3) market share; (4) economic value created; (5) market penetration; (6) customer acquisition; (7) business expansion; (8) customer satisfaction; (9) reductions in errors and omissions; (10) reductions in lost business; (11) management of employment practices and employee benefits; (12) supervision of litigation; (13) supervision of information technology; and (14) quality and quality audit scores. |
Terms of the Plan
Committee. Termination of the 2018 Plan will not affect the terms or conditions of any award granted prior to termination. Clawback of Awards. Except to the extent prohibited by law, awards granted under the 2018 Plan and any cash payment or shares delivered pursuant to an award are subject to forfeiture and recovery by Aptar pursuant to any clawback or recoupment policy that Aptar may adopt from time to time, including its clawback policy adopted under the Dodd-Frank Act, or otherwise as required by law. Historical Equity Awards Table. The following table sets forth the number of stock options, stock appreciation rights, shares of restricted stock and restricted stock units granted over the lifetime of the 2018 Plan to the individuals and groups as indicated as of March 14, 2025:
Terms of the Plan
| Name and Position | Stock Options | Stock Appreciation Rights | Restricted Stock | Restricted Stock Units(1) | | Stephan B. Tanda, President and CEO | 104,022 | − | − | 297,710 | | Robert Kuhn, Executive Vice President, CFO | 25,831 | − | − | 95,526 | | Gael Touya, President of Aptar Pharma | 18,909 | − | − | 65,281 | | Marc Prieur, President of Aptar Beauty | 20,555 | − | − | 66,909 | | Hedi Tlili, President of Aptar Closures | 18,181 | | | 46,995 | | Xiangwei Gong, Executive Vice President, Strategic Group and President of Aptar Asia | 16,378 | − | − | 63,965 | | All executive officers (9 persons) | 241,154 | − | − | 745,932 | | All non-executive directors (9 persons) | − | − | − | 56,244 | | All employees (other than current executive officers) | 323,656 | − | − | 1,729,592 | | (1) | Included in this column are 1,222,527 PRSUs (at target). Under the terms of the PRSU award agreements, the vesting level of the PRSU may range from 0% to 250% based on Aptar’s performance during the three-year performance period. | | | |
Required Vote
| | The Board of Directors recommends a vote FOR the approval of the amendment to the 2018 Equity Incentive Plan. |
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 |
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 represents an average of the at-risk pay of our NEOs excluding the CEO | | Our long-term incentive awards are equity-based and have multi-year vesting provisions to encourage retention. (1) NEO Pay Long-Term represents an average of the long-term pay of our NEOs excluding the CEO | |
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 an 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 those target levels of improvement the same as in prior years to enhance long-term focus ● Target achievement level for the optimization initiative metric anchored on our 2024 budget ● Emphasizes profit (50%) and cost controls (25%) 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 account for 50% of target LTI value with vesting 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 |
Executive Compensation Highlights
| ● Adjusted ROIC subject to modifier, based on TSR for the period relative to the S&P 400 Mid Cap companies (3) | with stockholder value creation | level of achievement is attained | | RSUs account for 25% of target LTI value with awards vesting ratably over a three-year period based on continued service | ● 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. | | Stock Options account for 25% of target LTI value with awards vesting ratably over a three-year period based on continued service | ● 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; number of options based on Black-Scholes options-pricing model. ● Stock options only have value if the stock price appreciates above the exercise price. |
Executive Compensation Highlights
| (1) For Touya, Prieur, Tlili 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 and Analysis. |
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 ● Our annual equity awards 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 ● The performance-based component of the annual equity grant represents 75% of the annual equity grant, delivered 50% in PRSUs, 25% in stock 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 |
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 as well as pay practices and program design. | | 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. |
Stockholder Feedback on Compensation Practices
| ● | Long-term performance incentives were generally between the 50th and 75th percentiles; and |
Stockholder Feedback on Compensation Practices
| ● | Target total direct compensation levels (salary + target bonus + target LTI values) were generally between the 50th and 75th percentiles. |
Stockholder Feedback on Compensation Practices
For 2024, 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 and supplemental information reported by several compensation surveys for CEOs and CFOs at industrial companies viewed as comparable in size to Aptar. In consultation with Pay Governance, the Management Development and Compensation Committee and management used the following characteristics to assess the Company's current peers as well as to identify any potential replacements:
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 following companies were included in the Peer Group for 2024, which was the same Peer Group used to evaluate 2023 compensation decisions:
Stockholder Feedback on Compensation Practices
| 2024 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. |
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 an 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 2024 STI design continues to emphasize segment/unit results with different STI Adjusted EBITDA and core sales goals for each segment/unit. Consistent with 2023, the Management Development and Compensation Committee included the optimization initiative metric as a performance goal under the STI plan 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 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 2024 budget and require our cost reduction performance to be less than the budgeted amount in order to achieve target performance. For the NEOs other than the CEO and CFO, the STI Adjusted EBITDA and core sales performance factors are further weighted 40% Company performance and 60% on their respective areas of responsibility. 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, internal equity, and individual performance. For 2024, the target STI opportunities, as a percentage of base salary, did not increase for the NEOs.
Short-term Incentives (“STI”)
| | 2025 Proxy Statement | 47 |
Short-term Incentives (“STI”)
The following illustrates how the 2024 STI payouts were calculated: At the beginning of 2024, 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 2024. 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.
Short-term Incentives (“STI”)
| 2024 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 | Closures | Asia | Factor | Corp | Beauty | Pharma | Closures | Asia(3) | Factor | | <0% | <0% | <0% | <0% | <0% | 0% | <0% | <0% | <1% | <0% | <1% | 0% | | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 50.0% | 0.0% | 0.0% | 1.0% | 0.0% | 1.00% | 50.0% | | 5.0% | 5.0% | 7.0% | 5.0% | 9.0% | 100.0% | 4.0% | 3.0% | 7.0% | 4.0% | 8.00% | 100.0% | | 7.0% | 7.0% | 8.3% | 7.0% | 11.3% | 125.0% | 5.0% | 4.0% | 8.0% | 4.8% | 9.00% | 125.0% | | 10.0% | 10.0% | 9.5% | 10.0% | 13.5% | 150.0% | 6.0% | 5.0% | 9.0% | 5.5% | 10.00% | 150.0% | | 13.0% | 13.0% | 10.8% | 13.0% | 15.8% | 175.0% | 6.5% | 5.5% | 10.0% | 6.3% | 11.00% | 175.0% | | 15.0% | 15.0% | 12.0% | 15.0% | 18.0% | 200.0% | 7.0% | 6.0% | 11.0% | 7.0% | 12.00% | 200.0% |
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. |
Short-term Incentives (“STI”)
| (2) Core sales growth is defined as organic sales growth that excludes currency effects and acquisition effects in the last 12 months. |
Short-term Incentives (“STI”)
| (3) For performance between performance levels, payout levels will be determined based on straight line interpolation. |
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 | 9.8% | 3.0% | | Beauty | (5.1)% | (3.8)% | | Pharma | 12.0% | 7.2% | | Closures | 15.6% | 4.5% | | Asia | 9.1% | 12.8% |
Short-term Incentives (“STI”)
| 48 | 2025 Proxy Statement | |
Short-term Incentives (“STI”)
At the beginning of 2024, the Management Development and Compensation Committee established the following achievement levels for the optimization initiative metric for 2024, which achievement levels were anchored on our 2024 Board-approved budget:
Short-term Incentives (“STI”)
| 2024 Corporate Optimization Initiative Performance (Weighted 25% of Target)(1) | | | Performance Factor | Performance Level | | 50% | 38.3% | | 100% | 37.8% | | 200% | 37.2% | | 2024 Actual Performance | 38.3% |
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. |
Short-term Incentives (“STI”)
Based on actual performance in 2024 and applying the weighting described above, the following performance factors were determined for 2024 and resulted in the following 2024 STI (adjusted for rounding):
Short-term Incentives (“STI”)
| | 2024 Base | | | Performance | | | NEO | Salary | Target % | Target $ | Factor(3) | 2024 STI | | Tanda | $1,175,000 | 120% | $1,410,000 | 108.5% | $1,530,417 | | Kuhn | $715,364 | 85% | $608,059 | 108.5% | $659,989 | | Touya(1) | $601,971 | 75% | $451,478 | 126.7% | $550,953 | | Prieur(2) | $664,273 | 75% | $498,205 | 50.9% | $248,547 | | Tlili(2) | $575,571 | 75% | $431,678 | 128.4% | $534,080 | | Gong | $516,906 | 75% | $387,680 | 111.2% | $431,221 |
Short-term Incentives (“STI”)
| (1) The 2024 Base Salary, Target and 2024 STI for Messrs. Touya and Tlili were denominated in Euros and converted to USD using the average exchange rate for the year. Their awards were calculated using the spot rate on the initial payment date of the award, which was February 27, 2025. |
Short-term Incentives (“STI”)
| (2) Mr. Prieur's 2024 Base Salary, Target and 2024 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 27, 2025. |
Short-term Incentives (“STI”)
| (3) Slight variance in the calculation is due to rounding in the displayed Performance Factor. |
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 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 2024 STI in RSUs, which election applied to the payouts described above.
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 LTI awards are an essential tool in promoting executive retention. Consistent with our 2023 LTI structure, the annual LTI grants in 2024 was comprised of 50%
Long-term Performance Incentives (“LTIs”)
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Long-term Performance Incentives (“LTIs”)
PRSUs, 25% stock options and 25% time-based RSUs. Dividends are not declared or paid with respect to RSUs, PRSUs or stock options.
Setting Award Value
Setting Award Value In early 2024, the Management Development and Compensation Committee granted the NEOs LTI awards. In approving the 2024 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 for Mr. Tanda was increased from 450% to 520% of base salary, to better position his target total direct compensation at the median of our Peer Group, based on a review of the Company’s Peer Group and other relevant market data. The target LTI amount, as a percentage of base salary, for the other NEOs did not change as compared to 2023. 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 2024 LTI awards received by each NEO.
Setting Award Value
| NEO | Target Value of LTI Award as a % of Base Salary | Target Value of LTI award(1) | | Tanda | 520% | $6,110,000 | | Kuhn | 200% | $1,430,728 | | Touya | 175% | $1,055,090 | | Prieur | 175% | $1,174,093 | | Tlili | 175% | $1,008,817 | | Gong | 175% | $904,586 |
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 2024, 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:
RSUs
RSUs Twenty-five percent of the 2024 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 2024 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.
Stock Options
Stock Options The remaining component of the 2024 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 2024 stock options under the terms of the award agreement or his or her employment or other agreement, as applicable. To align with the Company’s grant practices for all eligible LTI recipients, the 2024 stock option awards have an exercise price equal to the fair market value of a share of Company common stock as of the grant date (rather than the premium-priced structure utilized for the NEOs in 2023). 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.
2021 PRSU Awards
| | Below | | | | | | | Performance | Threshold | Threshold | Target | Maximum | Actual | Vesting | | Objective | (0% Vesting) | (50% Vesting) | (100% Vesting) | (200% Vesting) | Results | Percentage | | Adjusted ROIC (1) | >8.8% | 8.8% | 10.8% | 12.8% | 9.3% | 64.3% | | Company TSR Percentile Rank vs. S&P 400 MidCap Constituent Company Returns | Below 25th Percentile | 25th Percentile | 50th Percentile | 75th Percentile | 46.5th Percentile | 93.0% |
2024 Retention Grant
2024 Retention Grant In 2024, the Management Development and Compensation Committee granted Mr. Tlili an RSU award with a grant date value of $200,000 which is scheduled to cliff vest on the second anniversary of the grant date, subject to his continued employment through the vesting date except to the extent an event triggers accelerated vesting of the RSU award under the terms of the award agreement or his employment agreement, as applicable. The retention RSU award was granted in recognition of his outstanding performance and leadership within the Closures business segment and, importantly, to retain Mr. Tlili over the two-year vesting period in light of his crucial role within the organization. The value of the retention RSU award was determined based on the Company’s historical practices for similar retention awards.
2024 Summary Compensation Table
2024 Summary Compensation Table The table below contains compensation information for the NEOs of Aptar. For information concerning the objectives of our compensation program, including an analysis of individual compensation elements awarded in 2024, see our “Compensation Discussion and Analysis.”
2024 Summary Compensation Table
| | | | | | | | Changes in | | | | | | | | | | | Pension Value | | | | | | | | | | | and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non‑Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Stephan B. Tanda | 2024 | 1,175,000 | — | 5,938,995 | 1,631,049 | 765,209 | 353,814 | 63,390 | 9,927,457 | | President and | 2023 | 1,118,500 | 168,000 | 4,974,288 | 1,166,652 | 769,829 | 658,184 | 59,676 | 8,915,129 | | Chief Executive Officer | 2022 | 1,118,500 | — | 6,836,783 | — | 823,104 | — | 62,120 | 8,840,507 | | Robert W. Kuhn | 2024 | 715,364 | — | 1,571,635 | 381,945 | 329,995 | 124,047 | 15,875 | 3,138,861 | | Executive Vice President | 2023 | 681,299 | 72,000 | 1,448,503 | 302,401 | 332,150 | 394,194 | 16,136 | 3,246,683 | | and Chief Financial Officer | 2022 | 671,174 | — | 1,905,883 | — | 349,858 | — | 26,313 | 2,953,228 | | Gael Touya(6) | 2024 | 601,971 | — | 1,132,170 | 281,671 | 330,140 | 226,737 | 879,903 | 3,452,592 | | President, | 2023 | 573,294 | 54,184 | 1,010,498 | 220,224 | 380,421 | 935,699 | 765,822 | 3,940,142 | | Aptar Pharma | 2022 | 561,328 | — | 1,130,815 | — | 503,939 | — | 1,089,827 | 3,285,909 | | Marc Prieur(7) President, Aptar Beauty | 2024 | 664,273 | — | 964,712 | 313,412 | 248,547 | 139,293 | 12,806 | 2,343,043 | | | 2023 | 625,779 | 60,217 | 817,420 | 235,421 | 529,491 | 126,695 | 12,551 | 2,407,574 | | | 2022 | 603,011 | — | 1,170,585 | — | 734,272 | 127,265 | 12,094 | 2,647,227 | | Hedi Tlili(8) President, Aptar Closures | 2024 | 575,571 | — | 1,028,964 | 269,299 | 534,080 | 389,093 | 52,087 | 2,849,094 | | Xiangwei Gong | 2024 | 516,906 | — | 743,334 | 241,489 | 431,221 | 92,813 | 236,435 | 2,262,198 | | Executive Vice President, Strategic Group Development and President, Aptar Asia | 2023 | 494,647 | 46,000 | 855,674 | 192,111 | 235,757 | 171,762 | 435,987 | 2,431,938 | | | 2022 | 494,647 | — | 1,207,463 | — | 305,529 | 31,247 | 358,492 | 2,397,378 |
2024 Summary Compensation Table
| (1) 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, and Touya with respect to the 2024 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 25, 2025 for Messrs. Tanda and Kuhn, and February 27, 2025 for Mr. Touya, discounted for dividends not received during the vesting period. |
2024 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 | $765,208 | / | 5,308 | $153,042 | / | 1,060 | $918,250 | / | 6,368 | | Kuhn | $329,994 | / | 2,286 | $65,999 | / | 457 | $395,993 | / | 2,743 | | Touya | $220,813 | / | 1,550 | $44,448 | / | 312 | $265,261 | / | 1,862 |
2024 Summary Compensation Table
Stock Award compensation also includes RSUs and PRSUs that are granted in connection with NEOs’ 2024 LTI, as described above under “Long-term Performance Incentives.” RSUs granted in connection with 2024 LTI grants were granted on March 15, 2024 at the closing market price on that day of $137.95.
2024 Summary Compensation Table
| | # RSUs | $ | | Tanda | 11,600 | $1,600,220 | | Kuhn | 2,716 | $374,672 | | Touya | 2,003 | $276,314 | | Prieur | 2,229 | $307,491 | | Tlili | 1,915 | $264,174 | | Gong | 1,717 | $236,860 |
2024 Summary Compensation Table
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2024 Summary Compensation Table
PRSUs in connection with 2024 LTI grants were granted on March 15, 2024. 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.
2024 Summary Compensation Table
| | # PRSUs | $ | | Tanda | 23,462 | $3,420,525 | | Kuhn | 5,494 | $800,970 | | Touya | 4,051 | $590,595 | | Prieur | 4,508 | $657,221 | | Tlili | 3,874 | $564,790 | | Gong | 3,474 | $506,474 |
2024 Summary Compensation Table
The amounts included in the Stock Awards column for the PRSUs granted during 2024 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—$8,551,312; Mr. Kuhn—$2,002,426; Mr. Touya—$1,476,488; Mr. Prieur—$1,643,053; Mr. Tlili--$1,411,976; and Ms. Gong—$1,266,186. 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, 2024, included in Aptar’s Annual Report on Form 10-K filed with the SEC on February 7, 2025 (“Aptar’s Financial Statements”). With respect to Mr. Tlili, the amount included in the Stock Awards column for 2024 includes an award of RSUs with a grant date fair value of $200,000, which is described above under “2024 Retention Grant”.
2024 Summary Compensation Table
| (2) 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. |
2024 Summary Compensation Table
| (3) 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 2024 STI, which was awarded in early 2025 and is reflected in the table above as 2024 compensation. |
2024 Summary Compensation Table
| (4) 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. |
2024 Summary Compensation Table
| (5) The amount of other compensation in 2024 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 2024 also includes amounts related to a Company-provided automobile for our NEOs on expatriate assignments. The amount of other compensation in 2024 for Mr. Tanda includes $57,154 related to Company provided disability insurance and Company contributions related to a profit sharing program. The amount of other compensation in 2024 for Mr. Touya includes (i) expatriate assignment related costs including $49,585 in tuition, $63,331 in cost of living adjustments, $421,870 in housing and driver related services, $234,475 in tax reimbursements related to the tax impact based on his expatriate assignment and tax advisory fees in the amount of $32,645 related to his expatriate assignment, (ii) Company contributions related to a profit share program of $38,514, and (iii) Company provided disability insurance in the amount of $20,152.The amount of other compensation for Mr. Tlili includes Company contributions related to a profit sharing program in the amount of $38,514. The amount of other compensation for Ms. Gong includes (i) expatriate assignment related costs including payments for housing and driver related services in the amount of $121,872, cost of living adjustments of $35,134, $26,817 in tax reimbursements related to the tax impact based on her expatriate assignment, tax advisory fees in the amount of $24,418 and family travel as provided under the terms of Ms. Gong’s expatriate assignment, (ii) Company contributions related to a profit sharing plan, and (iii) supplemental health insurance in the amount of $22,882. |
2024 Summary Compensation Table
| 56 | 2025 Proxy Statement | |
2024 Summary Compensation Table
| 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. |
2024 Summary Compensation Table
| (6) 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. |
2024 Summary Compensation Table
| (7) 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. |
2024 Summary Compensation Table
| (8) Mr. Tlili’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. Mr. Tlili was not an NEO prior to 2024. |
2024 Summary Compensation Table
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2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The table below sets forth all plan-based awards granted to NEOs in 2024.
2024 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 | 2/23/2024 | 2/6/2024 | RSU | — | — | — | — | — | — | 6,679 | — | — | 923,772 | | | 3/15/2024 | 2/6/2024 | NQSO | — | — | — | — | — | — | — | 45,219 | 141.00 | 1,631,049 | | | 3/15/2024 | 2/6/2024 | RSU | — | — | — | — | — | — | 11,600 | — | — | 1,600,220 | | | 3/15/2024 | 2/6/2024 | PRSU | — | — | — | 4,399 | 23,462 | 58,655 | — | — | — | 3,420,525 | | | — | — | STI | — | 1,410,000 | 2,820,000 | — | — | — | — | — | — | — | | R. Kuhn | 2/23/2024 | 2/6/2024 | RSU | — | — | — | — | — | — | 2,881 | — | — | 398,471 | | | 3/15/2024 | 2/6/2024 | NQSO | — | — | — | — | — | — | — | 10,589 | 141.00 | 381,945 | | | 3/15/2024 | 2/6/2024 | RSU | — | — | — | — | — | — | 2,716 | — | — | 374,672 | | | 3/15/2024 | 2/6/2024 | PRSU | — | — | — | 1,030 | 5,494 | 13,735 | — | — | — | 800,970 | | | — | — | STI | — | 608,059 | 1,216,118 | — | — | — | — | — | — | — | | G. Touya | 2/28/2024 | 2/6/2024 | RSU | — | — | — | — | — | — | 1,789 | — | - | 247,437 | | | 3/15/2024 | 2/6/2024 | NQSO | — | — | — | — | — | — | — | 7,809 | 141.00 | 281,671 | | | 3/15/2024 | 2/6/2024 | RSU | — | — | — | — | — | — | 2,003 | — | — | 276,314 | | | 3/15/2024 | 2/6/2024 | PRSU | — | — | — | 760 | 4,051 | 10,128 | — | — | — | 590,595 | | | — | — | STI | — | 451,478 | 902,956 | — | — | — | — | — | — | — | | M. Prieur | 3/15/2024 | 2/6/2024 | NQSO | — | — | — | — | — | — | — | 8,689 | 141.00 | 313,412 | | | 3/15/2024 | 2/6/2024 | RSU | | — | — | — | — | — | 2,229 | — | — | 307,491 | | | 3/15/2024 | 2/6/2024 | PRSU | — | — | — | 845 | 4,508 | 11,270 | — | — | — | 657,221 | | | — | — | STI | — | 498,205 | 996,410 | — | — | — | — | — | — | — | | H. Tlili | 3/15/2024 | 2/6/2024 | NQSO | — | — | — | — | — | — | — | 7,466 | 141.00 | 269,299 | | | 3/15/2024 | 2/6/2024 | RSU | — | — | — | — | — | — | 1,915 | — | — | 264,174 | | | 3/15/2024 | 2/6/2024 | PRSU | — | — | — | 726 | 3,874 | 9,685 | — | — | — | 564,790 | | | 5/21/2024 | 5/21/2024 | RSU | — | — | — | — | — | — | 1,375 | — | — | 200,000 | | | — | — | STI | — | 431,678 | 863,356 | — | — | — | — | — | — | — | | X. Gong | 2/23/2024 | 2/6/2024 | RSU | — | — | — | — | — | — | 1,363 | — | - | 188,517 | | | 3/15/2024 | 2/6/2024 | NQSO | — | — | — | — | — | — | — | 6,695 | 141.00 | 241,489 | | | 3/15/2024 | 2/6/2024 | RSU | — | — | — | — | — | — | 1,717 | — | — | 236,860 | | | 3/15/2024 | 2/6/2024 | PRSU | — | — | — | 651 | 3,474 | 8,685 | — | — | — | 506,474 | | | — | — | STI | — | 387,680 | 775,360 | — | — | — | — | — | — | — |
2024 Grants of Plan-Based Awards
| (1) During fiscal year 2024, NEOs received four types of plan-based awards: non-qualified stock options (“NQSOs”), PRSUs, RSUs and Annual Short-Term Incentives (in cash) (“STI”). |
2024 Grants of Plan-Based Awards
| (2) Amounts represent target and maximum STI opportunities under the 2024 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 2024 Summary Compensation Table. See “Compensation Discussion and Analysis—Elements of Our Compensation Programs—Short-Term Incentives” for further information regarding the 2024 STI. |
2024 Grants of Plan-Based Awards
| (3) Amounts represent PRSUs that vest over the 2024-2026 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 “2024 Outstanding Equity Awards at Fiscal Year-End" table below for a description of the PRSU vesting schedules. |
2024 Grants of Plan-Based Awards
| (4) Awards granted on February 23, 2024 represent RSUs granted to Messrs. Tanda, Kuhn, Touya, and Ms. Gong at their election to receive RSUs in lieu of a portion of their 2023 STI (paid/awarded in 2024) and an additional 20% of the elected amount granted to those officers making such election, which were previously reported as compensation in the 2023 Summary Compensation Table. Awards granted on March 15, 2024 represent time-based RSUs in connection with the 2024 LTI program. The RSU award granted to Mr. Tlili on May 21, 2024 represents a retention grant. See “Compensation Discussion and Analysis—Elements of Our Compensation Programs—Long-term Performance Incentives” and “2024 Retention Grant” above for more information regarding the 2024 LTI RSUs and retention grant, including the vesting schedules. |
2024 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. |
2024 Grants of Plan-Based Awards
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2024 Outstanding Equity Awards at Fiscal Year-End
2024 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, 2024. 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.
2024 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 | | — | — | — | — | 41,835 | 6,572,279 | — | — | | | | — | — | — | — | — | — | 175,576 | 27,582,990 | | | 2/10/2017 | 39,838 | — | 74.79 | 2/10/2027 | — | — | — | — | | | 3/15/2023 | 19,601 | 39,202 | 122.52 | 3/15/2033 | — | — | — | — | | | 3/15/2024 | — | 45,219 | 141.00 | 3/15/2034 | | | | | | R. Kuhn | | — | — | — | — | 13,177 | 2,070,107 | — | — | | | | — | — | — | — | — | — | 43,747 | 6,872,654 | | | 2/5/2016 | 54,390 | — | 71.12 | 2/5/2026 | — | — | — | — | | | 2/10/2017 | 69,620 | — | 74.79 | 2/10/2027 | — | — | — | — | | | 3/15/2023 | 5,080 | 10,162 | 122.52 | 3/15/2033 | — | — | — | — | | | 3/15/2024 | — | 10,589 | 141.00 | 3/15/2034 | — | — | — | — | | G. Touya | | — | — | — | — | 6,704 | 1,052,198 | — | — | | | | — | — | — | — | — | — | 32,462 | 5,099,702 | | | 3/15/2023 | 3,700 | 7,400 | 122.52 | 3/15/2033 | — | — | — | — | | | 3/15/2024 | — | 7,809 | 141.00 | 3/15/2034 | — | — | — | — | | M. Prieur | | — | — | — | — | 5,073 | 796,968 | — | — | | | | — | — | — | — | — | — | 34,770 | 5,462,288 | | | 2/10/2017 | 4,500 | — | 74.79 | 2/10/2027 | — | — | — | — | | | 3/15/2023 | 3,955 | 7,911 | 122.52 | 3/15/2033 | — | — | — | — | | | 3/15/2024 | — | 8,689 | 141.00 | 3/15/2034 | — | — | — | — | | H. Tlili | | — | — | — | — | 6,755 | 1,061,211 | — | — | | | | — | — | — | — | — | — | 30,737 | 4,828,783 | | | 3/15/2023 | 3,571 | 7,144 | 122.52 | 3/15/2033 | — | — | — | — | | | 3/15/2024 | — | 7,466 | 141.00 | 3/15/2034 | — | — | — | — | | X. Gong | | — | — | — | — | 6,883 | 1,081,319 | — | — | | | | — | — | — | — | — | — | 27,938 | 4,388,981 | | | 3/15/2023 | 3,227 | 6,456 | 122.52 | 3/15/2033 | — | — | — | — | | | 3/15/2024 | — | 6,695 | 141.00 | 3/15/2034 | — | — | — | — |
2024 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. |
2024 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 |
2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Outstanding Equity Awards at Fiscal Year-End
| retention award of RSUs granted in May 2024 to Mr. Tlili will cliff vest on the second anniversary of the date of grant. The following numbers of units vest for each respective NEO in the years indicated: |
2024 Outstanding Equity Awards at Fiscal Year-End
| | Vesting | Vesting | Vesting | | | | in 2025 | in 2026 | in 2027 | Total | | Tanda | 22,741 | 13,000 | 6,094 | 41,835 | | Kuhn | 7,160 | 4,150 | 1,867 | 13,177 | | Touya | 3,433 | 2,006 | 1,265 | 6,704 | | Prieur | 2,794 | 1,536 | 743 | 5,073 | | Tlili | 3,255 | 2,861 | 639 | 6,755 | | Gong | 3,444 | 2,411 | 1,028 | 6,883 |
2024 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 31, 2024 (the last trading day of 2024), which was $157.10 per share. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (4) Amounts represent PRSUs that vest over the 2023-2025 and 2024-2026 performance periods respectively, based on the Company’s Adjusted ROIC, modified by the TSR performance, and PRSUs that vest over the 2022-2024 performance period based on the Company’s Adjusted ROIC and relative TSR performance. In accordance with the SEC executive compensation disclosure rules, the amounts reported related to PRSUs in this column are based on achieving maximum levels. |
2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Option Exercises and Stock Awards Vested
2024 Option Exercises and Stock Awards Vested The table below provides information on stock option exercises and stock awards vested in 2024.
2024 Option Exercises and Stock Awards Vested
| | | Stock Options | | Stock Awards Vested | | | | | Number of | | Number of | | | | | Shares | Value | Shares | Value | | | | Acquired on | Realized on | Acquired on | Realized on | | | Grant | Exercise | Exercise | Vesting | Vesting | | Name | Type(1) | (#) | ($)(2) | (#) | ($)(3) | | Tanda | RSU | — | — | 23,466 | 3,318,865 | | | PRSU | — | — | 18,246 | 2,615,199 | | | Option | 94,000 | 7,313,217 | — | — | | Kuhn | RSU | — | — | 7,361 | 1,041,747 | | | PRSU | — | — | 4,677 | 670,354 | | | Option | 50,663 | 4,326,588 | — | — | | Touya | RSU | — | — | 4,131 | 583,810 | | | PRSU | — | — | 3,884 | 551,528 | | Prieur | RSU | — | — | 5,795 | 785,737 | | | PRSU | — | — | 3,759 | 538,777 | | | Option | 5,500 | 486,156 | — | — | | Tlili | RSU | — | — | 4,068 | 574,907 | | | PRSU | — | — | 3,179 | 451,418 | | | Option | 3,167 | 222,683 | — | — | | Gong | RSU | — | — | 3,863 | 546,387 | | | PRSU | — | — | 3,032 | 434,577 |
2024 Option Exercises and Stock Awards Vested
| (1) During fiscal year 2024, two types of stock awards vested: PRSUs and RSUs. |
2024 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. |
2024 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 that vested. For vested PRSUs, the value realized represents the number of shares earned over the applicable performance period (2021-2023) multiplied by the closing stock price on April 26, 2024. |
2024 Option Exercises and Stock Awards Vested
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Pension Benefits
Pension Benefits
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
U.S. Employees
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U.S. Employees
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 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 and Mr. Tlili are residents of Europe and do not participate in the U.S. pension benefit plans, but as described below, are entitled to other pension benefits.
2024 Pension Benefits
2024 Pension Benefits
2024 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 | 8 | 331,721 | — | | | Supplemental Retirement Plan | 8 | 2,837,211 | — | | Kuhn | Employees’ Retirement Plan | 37 | 1,144,978 | — | | | Supplemental Retirement Plan | 37 | 2,023,562 | — | | Touya | Retirement Indemnities | 30 | 489,092 | — | | | Pension Plan | 30 | 2,765,981 | — | | Prieur | Employees’ Retirement Plan | 12 | 824,915 | — | | | Supplemental Retirement Plan | 12 | — | — | | Tlili | Retirement Indemnities | 9 | 116,070 | | | | Pension Plan | 9 | 1,145,547 | | | Gong | Employees’ Retirement Plan | 6 | 210,061 | — | | | Supplemental Retirement Plan | 6 | 370,276 | — |
2024 Pension Benefits
| (1) The retirement indemnities and pension plan of Messrs. Touya and Tlili 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. |
2024 Pension Benefits
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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 continuing NEOs if any of the various termination scenarios presented below occurred on December 31, 2024. The amounts payable to Mr. Kuhn in connection with his retirement are described below under “Kuhn Retirement.”
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 | 2,585,000 | — | 4,151,900 | 10,284,224 | 783,373 | 1,175,000 | | Continuation of Medical/Welfare Benefits | — | — | 99,005 | 198,009 | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/24)(2) | — | — | 2,107,184 | 8,655,913 | 8,655,913 | 8,655,913 | | PRSUs(3) | — | — | — | 8,247,122 | 7,231,968 | 7,231,968 | | Total Termination Benefits(4) | 2,585,000 | — | 6,358,089 | 27,385,268 | 16,671,254 | 17,062,881 | | Touya | | | | | | | | Cash Payment (5) | — | | 1,671,054 | 1,671,054 | — | — | | Continuation of Medical/Welfare Benefits | — | — | — | — | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/24)(2) | — | — | 262,044 | 1,434,818 | 1,434,818 | 1,434,818 | | PRSUs(3) | — | — | — | 1,577,441 | 1,369,231 | 1,369,231 | | Total Termination Benefits | — | — | 1,933,098 | 4,683,313 | 2,804,049 | 2,804,049 | | Prieur | | | | | | | | Cash Payment (5) | 664,273 | | 1,012,548 | 1,344,684 | (6) | (6) | | Continuation of Medical/Welfare Benefits | — | — | — | — | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/24)(2) | — | — | — | 1,210,422 | 1,210,422 | 1,210,422 | | PRSUs(3) | — | — | — | 1,656,777 | 1,443,618 | 1,443,618 | | Total Termination Benefits | 664,273 | — | 1,012,548 | 4,211,883 | 2,654,040 | 2,654,040 | | Tlili | | | | | | | | Cash Payment (5) | — | | 1,089,989 | 1,659,289 | — | — | | Continuation of Medical/Welfare Benefits | — | — | — | — | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/24)(2) | — | — | 335,880 | 1,428,454 | 1,428,454 | 1,428,454 | | PRSUs(3) | — | — | | 1,482,867 | 1,290,707 | 1,290,707 | | Total Termination Benefits | — | — | 1,425,869 | 4,570,610 | 2,719,161 | 2,719,161 | | Gong | | | | | | | | Cash Payment | 516,906 | — | 1,033,812 | 3,008,973 | 344,621 | 516,906 | | Continuation of Medical/Welfare Benefits | 26,217 | — | — | 65,543 | — | — | | Acceleration of Time Vesting NQSOs and RSUs (Value as of 12/31/24)(2) | — | — | 371,227 | 1,412,201 | 1,412,201 | 1,412,201 | | PRSUs(3) | — | — | — | 1,357,972 | 1,175,501 | 1,175,501 | | Total Termination Benefits(4) | 543,123 | — | 1,405,039 | 5,844,689 | 2,932,323 | 3,104,608 |
Potential Payments Upon Termination of Employment
| (1) In addition to the amounts reported in this column, Messrs. Tanda, Touya and Prieur and Ms. Gong would vest in outstanding equity awards in accordance with the retirement vesting provisions of such awards and with an estimated value of $13,804,250, $2,422,432, $2,240,585 and $2,256,664, respectively, as of December 31, 2024. With respect to PRSUs in the case of retirement, vesting is |
Potential Payments Upon Termination of Employment
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Potential Payments Upon Termination of Employment
| prorated and based on actual performance through the end of the performance period (assumed to be target performance for purposes of this table). |
Potential Payments Upon Termination of Employment
| (2) For RSUs deferred pursuant to the Company's annual incentive plan, in the event of a termination by the Company without cause or by the NEO for good reason, 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. |
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, 2024. |
Potential Payments Upon Termination of Employment
| (4) In the event of Mr. Tanda'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, 2024, amounts related to the pro rata bonus have been excluded from this table and are reported in the 2024 Summary Compensation Table as 2024 compensation. |
Potential Payments Upon Termination of Employment
| (5) The cash payments reflected in the table above for Messrs. Touya, Prieur and Tlili exclude the following amounts that they would receive in respect of their non-compete arrangements: Mr. Touya - $601,971; Mr. Prieur - $672,342; and Mr. Tlili - $584,196. |
Potential Payments Upon Termination of Employment
| (6) This cash payment for Mr. Prieur represents a payment of 500,000 in Swiss Francs that would be paid to him in the event of his disability or death, converted to USD using the exchange rate as of December 31, 2024. |
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 18%, or 2,400 of our employees are located in the United States, while approximately 82% or 11,100 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.
Pay Ratio
Pay Ratio For 2024:
Pay Ratio
| ● | The median of the annual total compensation of all of our employees, other than Mr. Tanda, was $57,266. |
Pay Ratio
| ● | Mr. Tanda’s annual total compensation was $9,927,457. |
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 173 to 1. |
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.
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.
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) | | 2024 | $9,927,457 | $23,816,563 | $2,925,686 | 5,487,136 | $144.64 | $108.24 | $374,178 | 13% | | 2023 | $8,915,129 | $12,925,874 | $3,006,584 | $3,576,482 | $112.48 | $108.26 | $284,176 | 11% | | 2022 | $8,840,507 | $6,887,920 | $2,820,935 | $2,345,420 | $98.75 | $114.66 | $239,555 | 9% | | 2021 | $9,379,483 | $(2,793,029) | $3,225,627 | $58,643 | $108.44 | $154.29 | $243,638 | 10% | | 2020 | $7,018,822 | $13,130,732 | $2,647,760 | $4,341,981 | $119.87 | $124.16 | $214,090 | 10% |
Pay Versus Performance
| (1) Stephen B. Tanda served as the Company’s principal executive officer for the entirety of 2020, 2021, 2022, 2023 and 2024 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. The Company’s other NEOs for 2024 were: Robert W. Kuhn; Gael Touya; Hedi Tlili; and Xiangwei Gong. Because Marc Prieur is included in the 2024 Summary Compensation Table on a voluntary basis, he is excluded in the 2024 average other NEO information provided in this table. |
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. |
Pay Versus Performance
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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: |
Pay Versus Performance
| | PEO | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation(a) | $9,927,457 | $8,915,129 | $8,840,507 | $9,379,483 | $7,018,822 | | - Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(b) | $(353,814) | $(658,184) | $— | $(234,245) | $(763,195) | | + Service Costs Under Defined Benefit and Actuarial Pension Plans(c) | $471,594 | $471,884 | $498,229 | $318,221 | $490,964 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year(d) | $(7,570,044) | $(6,140,940) | $(6,836,783) | $(6,940,397) | $(4,929,903) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(e) | $9,609,600 | $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) | $10,371,067 | $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) | $1,360,703 | $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 | $23,816,563 | $12,925,874 | $6,887,920 | $(2,793,029) | $13,130,732 |
Pay Versus Performance
| (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |
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. |
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. |
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. |
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. |
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. |
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. |
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. |
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. |
Pay Versus Performance
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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: |
Pay Versus Performance
| | Other NEOs Average(a) | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation(b) | $2,925,686 | $3,006,584 | $2,820,935 | $3,225,627 | $2,647,760 | | - Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(b) | $(208,173) | $(407,087) | $(39,628) | $(297,582) | $(230,259) | | + Service Costs Under Defined Benefit and Actuarial Pension Plans(c) | $155,958 | $143,218 | $170,457 | $140,234 | $159,071 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year(d) | $(1,412,627) | $(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) | $1,784,709 | $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) | $1,942,987 | $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) | $298,596 | $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 | $5,487,136 | $3,576,482 | $2,345,420 | $58,643 | $4,341,981 |
Pay Versus Performance
| (a) Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. |
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. |
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. |
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. |
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. |
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. |
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. |
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. |
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. |
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 2024 and also disclosed in the Compensation Discussion and Analysis above : Albemarle Corporation; Ashland Global Holdings Inc.; Berry Global Group, Inc.; Catalent, Inc.(included until December 17, 2024, when the company was taken private), CCL Industries Inc.; Enovis Corporation; ICU Medical, Inc.; Ingredion Inc.; International Flavors & Fragrances, Inc.; McCormick & Company, Inc.; Perrigo Company plc; Sealed Air Corporation; Sensient Technologies Corporation; Silgan Holdings, Inc.; Sonoco Products Company; |
Pay Versus Performance
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Pay Versus Performance
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.
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. |
Pay Versus Performance
Relationship Between Pay and Performance We believe the “compensation actually paid” in each of the years reported above and over the five-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 2024 STI and 2024 LTI awards. Because of our significant emphasis on equity awards, which represented 70% and 50% of the 2024 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 2024. Please see the Compensation Discussion & Analysis for further information regarding these measures and how they were used in the 2024 executive compensation program.
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 |
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 |
Pay Versus Performance
| ● | Corporate Optimization Initiative |
Pay Versus Performance
| ● | Adjusted Return on Invested Capital |
Pay Versus Performance
| ● | Relative Total Shareholder Return |
Pay Versus Performance
| | 2025 Proxy Statement | 75 |
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; |