| ● | If a director is an officer, director or trustee of a charitable organization or entity to acceptwhich the Company has made grants or reject the tendered resignation, or whether other action should be taken. The Board will consider the recommendation and publicly disclose its decision within 120 days after the annual meeting. The director who tenders his or her resignation will not participatecontributions in the recommendationpast year of the Corporate Governance Committee or the decision of the Board with respect to his or her resignation.Communications with the Board of Directors
The Board has established a process for stockholders and other interested parties to communicate with the Board or an individual director, including the non-executive Chairman or the independent directors as a group. A stockholder or other interested party may contact the Board or an individual director by writing to their attention at Aptar’s principal executive offices at 265 Exchange Drive, Suite 100, Crystal Lake, Illinois 60014. Communications received in writing are distributed to the Board or to individual directors as appropriate in accordance with procedures approved by Aptar’s independent directors.
BOARD MEETING ATTENDANCE
The Board met 8 times in 2021. During 2021, no current director attended fewerless than 75% of the aggregate number of meetings of the Board held during such director’s term and the committees on which each director then served. Aptar does not have a formal policy regarding director attendance at the annual meeting of stockholders. Messrs. Fotiades and Tanda attended the 2021 annual meeting.
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$100,000. |
Current Committee Membership and Meetings Held in 2021
| | | | Name | Audit | Management Development and Compensation | Corporate Governance | G. Fotiades (I) | | | C | M. Gomez Montiel (I) | C | | | G. Kampouri Monnas (I) | | C | | A. Kramvis (I) | M | | | I. Marey-Semper (I) | | | M | C. Matthews (I) | | | M | B. Owens (I) | M | M | | S. Tanda | | | | J. Wu (I) | | M | | R. Wunderlich (I) | | | M | Number of Meetings in 2021 | 8 | 6 | 4 |
I = Independent; C= Committee Chair; M = Committee Member
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BOARD COMPENSATION
Annual Independent Director Compensation
| | Additional Annual Cash Retainers for Committee Service
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| Audit Committee
Management Development & Compensation Committee
Executive Sessions Independent directors meet regularly in executive sessions without management. The non-executive Chairman of the Board, Mr. Fotiades, presides over these sessions. An executive session is held in conjunction with each regularly scheduled Board meeting and other sessions may be held from time to time as required. Corporate Governance Committee | Members: | Meetings held in 2022: 4 | C. Matthews, Chair
I. Marey-Semper
M. Trerotola | | Key Characteristics: ● Comprised solely of independent directors ● Identifies, evaluates and recommends to the Board individuals qualified to stand for election as directors, including nominations received from Board members, stockholders or outside parties ● Develops and recommends to the Board, Aptar’s corporate governance principles and standards to be applied in determining director independence ● Oversees annual evaluations of the Board, its committees and management, and the effectiveness of the Board as a working group | ● Reviews and recommends to the Board appropriate compensation for non-employee directors, taking into consideration, among other items, director compensation levels of companies with similar annual revenues as Aptar ● Makes recommendations to the Board regarding changes to the size and composition of the Board or any Board committee ● Reviews the Company's efforts with regard to environmental, social, and governance matters, including with respect to the Company's annual sustainability report |
For further information on this committee’s procedures for director nominations, see “Nomination of Directors.” Risk Oversight Areas ● Macro and Economic Factors Risk | | The Board is responsible for the Company’s risk oversight, which is designed to drive the identification, analysis, discussion and reporting of our high priority enterprise risks. The risk oversight program facilitates constructive dialog at the senior management and Board levels to proactively identify and manage enterprise risks. In connection with this process, the Board receives, analyzes and discusses a presentation annually that is prepared by senior management. This presentation includes an assessment and discussion of various risks, including but not limited to: operational risk, compensation risk, reputational risk, cybersecurity risk as well as risks related to macro and economic factors. In addition, the Board and the Corporate Governance Committee reviews and discusses the Company’s material disclosures regarding ESG matters and the Company’s controls, procedures and processes for tracking and monitoring such disclosures. |
Risk Assessment of Cybersecurity Threats to Operations Increased global cybersecurity threats and more sophisticated, targeted computer crime could pose a risk to our operations. Aptar places great importance on information security, including cybersecurity, to protect against external threats and malicious insiders. Our cybersecurity strategy prioritizes detection, analysis and response to known, anticipated or unexpected cyber threats, effective management of cyber risks and resilience against cyber incidents. We maintain an information security program consisting of organizational, operational, administrative, physical and technical safeguards appropriate to the scope and nature of our business. We continue to assess potential threats and make investments seeking to reduce the risk of these threats by implementing a broad set of security measures, including comprehensive monitoring of our networks and systems, rapid detection, response and threat management capabilities and ensuring strong data protection standards are in place to safeguard our critical information assets. Security and Data Privacy awareness and training is provided at least annually for Aptar employees, which is designed to help employees recognize information security and cybersecurity concerns and respond | | | 24 | 2023 Proxy Statement | 
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appropriately. Management briefs the Audit Committee on a quarterly basis regarding our information security programs. As part of its oversight responsibilities, the Audit Committee regularly discusses and reviews with management, among other items, Aptar’s compliance and cybersecurity programs. We also periodically test our systems for vulnerabilities and regularly rely on third parties to conduct such tests. An independent review of our cybersecurity program has been assessed against the National Institute of Standards and Technology (NIST) cybersecurity framework. In addition, we maintain cybersecurity insurance as part of our overall insurance portfolio. Risk Assessment of Compensation Policies and Practices The Company has concluded that there are not any compensation policies or practices that are reasonably likely to have a material adverse effect on the Company. The Board concurred with this conclusion. In conducting its risk assessment related to compensation policies and practices, the Company considered, among other things: that the policies and practices do not offer the opportunity for excessive awards; the Company has reasonable stock ownership guidelines; the policies and practices are reviewed and approved by the Management Development and Compensation Committee; the Company has an established, robust control environment; and the Company conducts a regular monthly business review that monitors quality of reporting and prevents excessive risk taking. | | | 
| | Independence of Directors Our Corporate Governance Principles provide that the Board must be composed of a substantial majority of independent directors with an objective of having the Board consist entirely of independent directors (other than the CEO). No director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with Aptar either directly or indirectly as a partner, stockholder or officer of an organization that has a relationship with Aptar. |
10 of 11 current directors are independent in accordance with the NYSE listing standards | | Director | Independent | G. Fotiades | ✔ | M. Gomez Montiel | ✔ | G. Kampouri Monnas | ✔ | A. Kramvis | ✔ | I. Marey-Semper | ✔ | C. Matthews | ✔ | B. Owens | ✔ | M. Trerotola | ✔ | R. Wunderlich | ✔ | J. Xing | ✔ | S. Tanda* | |
* | Current President and CEO |
In addition, the Board determined that Mr. Jesse Wu, who served as a director during 2022, was independent. The Board has made its independence determination based on the following categorical standards, in addition to any other relevant facts and circumstances. These standards provide that a director generally will not be independent if: | ● | The director is or has been an employee of the Company within the last three years or has an immediate family member who is or has been an executive officer of the Company within the last three years. |
| ● | The director has received or an immediate family member has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company |
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| 2023 Proxy Statement | 25 |
| | other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). |
| ● | The director is, or has an immediate family member who is, a current partner of a firm that is the Company’s internal or external auditor (“Firm”). |
| ● | The director is a current employee of such Firm. |
| ● | The director has an immediate family member who is a current employee of such Firm and who personally works on the Company’s audit. |
| ● | The director was, or has an immediate family member who was, within the last three years but is no longer a partner or employee of such Firm and personally worked on the Company’s audit within that time. |
| ● | The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee. |
| ● | The director is a current employee or an immediate family member is a current executive officer of another company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. |
| ● | The director or an immediate family member is, or has been within the last three years, a director or executive officer of another company that is indebted to the Company, or to which the Company is indebted, if the total amount of either company’s indebtedness for borrowed money to the other is or was 2% or more of the other company’s total consolidated assets. |
| ● | The director or an immediate family member is currently an officer, director or trustee of a charitable organization that in any of the last three fiscal years received from the Company, or any executive officer of the Company, annual charitable contributions to the organization that exceeded the greater of $1 million, or 2% of such charitable organization’s gross revenue for the last completed fiscal year. |
The Board considers the following to be immaterial when making independence determinations: | ● | If a director is an officer, director or trustee of a charitable organization or entity to which the Company has made grants or contributions in the past year of less than $100,000. |
Executive Sessions Independent directors meet regularly in executive sessions without management. The non-executive Chairman of the Board, Mr. Fotiades, presides over these sessions. An executive session is held in conjunction with each regularly scheduled Board meeting and other sessions may be held from time to time as required. Nomination of Directors In identifying and evaluating nominees for director, the Corporate Governance Committee takes into account the applicable requirements for directors under the Exchange Act, and the listing standards of the NYSE. The Corporate Governance Committee also takes into account the outside positions of the director nominees, together with their contributions to Aptar’s Board and their other business and professional commitments, to ensure that each director had, and will have, sufficient capacity to serve on Aptar’s Board. The Board has established a maximum age limit for director nominees. Nominees must be 74 years old or younger at the time of election or re-election. | | | 26 | 2023 Proxy Statement |
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Nominee Criteria In addition to the factors described above, the Corporate Governance Committee may take into consideration such factors and criteria as it deems appropriate, including, but not limited to: | | ● International Perspectives & Cultural Diversity | | ● Business Experience & Acumen | |
In addition to candidates recommended by members of the Board or management, the Corporate Governance Committee also considers individuals recommended by stockholders. The Corporate Governance Committee evaluates candidates recommended for director by stockholders in the same way that it evaluates any nominee recommended by members of the Board or management. In order to recommend a candidate, stockholders must submit the individual’s name and qualifications in writing to the Corporate Governance Committee (in care of the Secretary at Aptar’s principal executive offices at 265 Exchange Drive, Suite 301, Crystal Lake, Illinois 60014) and otherwise in accordance with all of the procedures outlined under “Other Matters—Stockholder Proposals and Nominations” for a director nomination. The Corporate Governance Committee may engage outside advisers to identify potential director candidates from time to time. The effectiveness of the nomination process is evaluated by the Board each year as part of its annual self-evaluation and more formally by the Corporate Governance Committee as it evaluates and identifies director candidates. Majority Voting Policy Our amended and restated by-laws require majority voting for the election of directors in uncontested elections. This means that a director nominee in an uncontested election must receive a number of votes “FOR” that director’s election that exceeds the number of votes cast “AGAINST” that director’s election. Our Corporate Governance Principles further provide that any incumbent director who does not receive a majority of “FOR” votes will promptly tender to the Board his or her resignation from the Board. The Corporate Governance Committee will consider the tendered resignation and recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will consider the recommendation and publicly disclose its decision within 120 days after the annual meeting. The director who tenders his or her resignation will not participate in the recommendation of the Corporate Governance Committee or the decision of the Board with respect to his or her resignation. Communications with the Board of Directors The Board has established a process for stockholders and other interested parties to communicate with the Board or an individual director, including the non-executive Chairman or the independent directors as a group. A stockholder or other interested party may contact the Board or an individual director by writing to their attention at Aptar’s principal executive offices at 265 Exchange Drive, Suite 301, Crystal Lake, Illinois 60014. Communications received in writing are distributed to the Board or to individual directors as appropriate in accordance with procedures approved by Aptar’s independent directors. BOARD MEETING ATTENDANCE The Board met 6 times in 2022. During 2022, no current director attended fewer than 75% of the aggregate number of meetings of the Board held during such director’s term and the committees on which each director then served. Aptar does not have a formal policy regarding director attendance at the annual meeting of stockholders. Messrs. Fotiades and Tanda attended the 2022 annual meeting. | | |
| 2023 Proxy Statement | 27 |
Current Committee Membership and Meetings Held in 2022 | | | | Name | Audit | Management Development and Compensation | Corporate Governance | G. Fotiades (I) | | | | M. Gomez Montiel (I) | C | | | G. Kampouri Monnas (I) | | C | | A. Kramvis (I) | M | | | I. Marey-Semper (I) | | | M | C. Matthews (I) | | | C | B. Owens (I) | M | M | | M. Trerotola (I) | | | M | S. Tanda | | | | R. Wunderlich (I) | | M | | J. Xing (I) | | | | Number of Meetings in 2022 | 8 | 7 | 4 |
I = Independent; C= Committee Chair; M = Committee Member | | | 28 | 2023 Proxy Statement |
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BOARD COMPENSATION Annual Independent Director Compensation | | Additional Annual Cash Retainers for Committee Service | 
| | Audit Committee Management Development & Compensation Committee Corporate Governance Committee |
Cash | ● | Each non-employee Board member received an annual retainer of $100,000.$100,000, except for Mr. Trerotola, who received a prorated amount of $75,000 based on his period of service on the Board during 2022. |
| ● | The Chairman, who is not an executive of Aptar, received an annual retainer of $205,000. Each committee member receives an annual retainer with committee chairs receiving an additional retainer. |
| ● | These amounts are paid to directors after they are elected by shareholdersstockholders at our annual meeting or, if later, upon appointment to the Board. |
Equity | ● | Each non-employee Board member received an equity grant under the 2018 Equity Incentive Plan with a grant date fair value equal to approximately $150,000, except for the Chairman of the Board, who received an equity grant with a grant date fair value equal to approximately $170,000.$170,000 and Mr. Trerotola, who received a prorated grant date fair value equal to approximately $112,500 upon his appointment to the Board. |
| ● | Accordingly, on May 5, 2021,4, 2022, each then-serving non‑employeenon-employee director (other than the Chairman of the Board) was granted 983 RSUs1,302 restricted stock units (“RSUs”) and the Chairman of the Board was granted 1,1141,475 RSUs and, on May 28, 2021, Ms. MatthewsOctober 13, 2022, Mr. Trerotola was granted 1,0291,028 RSUs in connection with herhis appointment to the Board. The 20212022 RSUs vest on May 3, 2022,2, 2023, subject to the non‑employeenon-employee director’s continued service through such date. |
Other | ● | Each director is eligible to participate in Aptar’s matching gift program, which matches eligible charitable donations by employees and non‑employeenon-employee directors up to an aggregate of $6,000 annually per person. |
| ● | Employees of Aptar do not receive any additional compensation for serving as members of the Board or any of its committees. Each director is reimbursed for out-of-pocket expenses incurred while |
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| 2023 Proxy Statement | 29 |
| | attending Board and committee meetings. No retirement benefits or perquisites are provided to non-employee directors. |
The non-employee director compensation program is designed to facilitate the continued attraction and retention of directors with the skills, expertise and experience valued by Aptar and position the total compensation for directors near the market median for the general industry survey data and Aptar’s peer group used to evaluate executive compensation (described below under “Compensation Determination” in the
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“Compensation “Compensation Discussion and Analysis” discussion)section). No changes in compensation levels or design were made to the non-employee director compensation program as compared to 2020, except that (i) the annual equity grant for each non-employee director increased by $10,000 in grant date fair value and (ii) the Chairman’s cash retainer increased by $15,000, based on a review of the Company’s Peer Group and other relevant market data.2021.
The following table includes fees paid in cash with respect to 20212022 and the grant date fair value of RSUs granted during 20212022 to each individual who served as a non-employee director.director during 2022. Mr. Tanda, our Chief Executive Officer, does not receive additional compensation for his service as a director of Aptar. Please see the 20212022 Summary Compensation Table for the compensation received by Mr. Tanda in his capacity as Chief Executive Officer of the Company. 20212022 Director Compensation
| | | | | | | | | | | Fees Earned | | | | All Other | | | | | or Paid in Cash | | Stock Awards | | Compensation | | Total | Name | | ($) | | ($)(1)(2) | | ($)(3) | | ($) | G. Fotiades | | 205,000 | | 170,000 | | — | | 375,000 | M. Gomez Montiel | | 128,000 | | 150,000 | | — | | 278,000 | G. Kampouri Monnas | | 122,000 | | 150,000 | | — | | 272,000 | A. Kramvis | | 111,000 | | 150,000 | | — | | 261,000 | I. Marey-Semper | | 107,000 | | 150,000 | | — | | 257,000 | C. Matthews | | 117,000 | | 150,000 | | — | | 267,000 | B. Owens | | 118,000 | | 150,000 | | 6,000 | | 274,000 | M. Trerotola | | 80,250 | | 112,500 | | — | | 192,750 | R. Wunderlich | | 107,000 | | 150,000 | | — | | 257,000 |
| | | | | | | | | | | Fees Earned | | | | All Other | | | | | or Paid in Cash | | Stock Awards | | Compensation | | Total | Name | | ($) | | ($)(1)(2) | | ($)(3) | | ($) | G. Fotiades | | 205,000 | | 170,000 | | 2,000 | | 377,000 | M. Gomez Montiel | | 128,000 | | 150,000 | | — | | 278,000 | G. Kampouri Monnas | | 122,000 | | 150,000 | | — | | 272,000 | A. Kramvis | | 111,000 | | 150,000 | | 4,000 | | 265,000 | I. Marey-Semper | | 107,000 | | 150,000 | | — | | 257,000 | C. Matthews | | 107,000 | | 150,000 | | — | | 257,000 | B. Owens | | 118,000 | | 150,000 | | 6,000 | | 274,000 | J. Smith | | 117,000 | | 150,000 | | — | | 267,000 | J. Wu | | 107,000 | | 150,000 | | — | | 257,000 | R. Wunderlich | | 107,000 | | 150,000 | | — | | 257,000 |
| (1) | The amounts reported in this column represent the grant date fair value of RSUs granted during 2021,2022, calculated using the closing market price of our common stock on May 5, 20214, 2022 ($152.64)116.75) for each then-serving director and on May 28, 2021October 13, 2022 ($145.78)94.56) for Ms. Matthews.Mr. Trerotola. As of December 31, 2021,2022, Mr. Fotiades held 1,1141,475 RSUs, Ms. MatthewsMr. Trerotola held 1,0291,028 RSUs and each other non-employee director held 9831,302 RSUs. Dr. Smith did not hold any RSUs at December 31, 2021. |
| (2) | The aggregate number of options which were granted prior to May 6, 2015 and which remained outstanding as of December 31, 20212022 for each non-employee director is as follows: G. Fotiades—9,500;9,500 and A. Kramvis—9,500; and J. Smith’s surviving spouse—19,000.9,500. None of the other non-employee directors held outstanding options as of December 31, 2021.2022. |
| (3) | Amounts reported include charitable contributions by Aptar under Aptar’s matching gift program. |
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Proposal 2—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 (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. | |  
| The Board of Directors recommends a vote FOR the following non-binding resolution: “Resolved, that the compensation of the Company’s NEOs, as disclosed pursuant to the executive compensation disclosure rules of the SEC, including the CD&A, tabular disclosures, and other narrative executive compensation disclosures in this proxy statement, is hereby approved.” |
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Proposal 3:Advisory Vote on the Frequency of the Advisory Vote on 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 recommended frequency of future advisory votes to approve the compensation of our NEOs. The option of one year, two years or three years receiving the greatest number of votes will be considered the frequency recommended by the Company’s stockholders. Following the recommendation of our stockholders approved at the 2017 annual meeting of stockholders, we currently submit an advisory vote on the compensation of our NEOs to our stockholders annually. After careful consideration of the various arguments supporting each frequency level, the Board believes that continuing to submit the advisory vote on the compensation of our NEOs to stockholders on an annual basis is appropriate for Aptar and our stockholders at this time. 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 determining the frequency of future advisory votes to approve the compensation of our NEOs. | |
| The Board of Directors recommends a vote for 1 YEAR as the frequency of the advisory vote on executive compensation. |
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Proposal 4: Approval of an Amendment to the 2018 Equity Incentive Plan Background As of March 10, 2023, there were 706,658 shares of common stock that remained available for future issuances under the AptarGroup, Inc. 2018 Equity Incentive Plan (“2018 Plan”) (assuming outstanding PRSUs are counted at target). Given the limited number of shares that currently remain available under the 2018 Plan, the Board and management believe it is important that the Plan Amendment—described below—be approved in order to maintain Aptar’s ability to attract and retain key personnel, continue to provide them with strong incentives to contribute to Aptar’s future success and to further align their interests with stockholder interests. The Board believes that Aptar has used equity in a reasonable manner under the 2018 Plan and its prior equity plans, with a three-year average burn rate of approximately 1.24% of Aptar's outstanding shares of common stock. Proposed Amendment On February 20, 2023, the Board approved an amendment to the 2018 Plan, subject to approval by Aptar’s stockholders, that would increase the total remaining number of shares available for issuance under the amended 2018 Plan by 1,300,000 (the “Plan Amendment”). After adding the shares of common stock that remained available for future issuances under the 2018 Plan as of March 10, 2023—706,658 to the additional shares approved by the Plan Amendment—1,300,000, there will be a total of 2,006,658 shares available for future issuance under the 2018 Plan. Under the terms of the amended 2018 Plan, the maximum number of shares of common stock authorized to be issued is 1,950,000 (representing an initial share authorization of 950,000 and an increase of 1,000,000 shares approved by our stockholders in 2020); however, if the Plan Amendment is approved, the maximum number of shares of common stock authorized to be issued under the 2018 Plan will increase from 1,950,000 to 3,250,000. If the Plan Amendment is not approved by Aptar’s stockholders, Aptar will continue to operate the 2018 Plan pursuant to its current provisions. A copy of the 2018 Plan, as amended by the Plan Amendment, is attached as Appendix A to this proxy statement. The following table sets forth information regarding outstanding options, full value awards and common shares outstanding as of March 10, 2023, for all Aptar equity award plans. These figures represent an update to those provided in our Form 10-K for the fiscal year ended December 31, 2022, filed on February 17, 2023, and in the section of this proxy statement entitled “Equity Compensation Plan Information.” The outstanding options and full value awards disclosed below are not entitled to any dividends or dividend equivalents.(1) | | | | | | | Outstanding
Stock Options
(#) | | Weighted Average
Exercise Price
($) | | Weighted Average
Remaining Term
(years) | | Full Value Awards
Outstanding
(#)(2) | | | | | | | | 2,502,540 | | 73.71 | | 3.1 | | 1,046,568 |
| (1) | This table excludes March 2023 LTI awards. |
| (2) | Included in this column are 617,349 PRSUs (at target). Under the terms of the PRSU award agreements, the vesting level of the PRSUs may range from 0% to 200% based on Aptar’s performance during the three-year performance period |
Importance of the Plan. The Board believes that the 2018 Plan is an important part of Aptar’s overall compensation program. The purpose of the 2018 Plan is to promote the long-term financial interests of Aptar and its affiliates by (i) attracting and retaining employees, non-employee directors, consultants, independent contractors, and agents; (ii) motivating award recipients by means of growth-related incentives; (iii) providingcompetitive incentive compensation opportunities; and (iv) further aligning the interests of award recipients with those of our stockholders. | | |
| 2023 Proxy Statement | 33 |
The 2018 Plan incorporates the following features: | ● | It offers the ability to grant stock options, stock appreciation rights (“SARs”), restricted stock, and RSUs; |
| ● | It 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 Committee; |
| ● | It prohibits repricing of awards, the issuance of stock options or SARs below fair market value, and the transfer of nonqualified stock options or SARs by a participant for consideration; |
| ● | It 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; |
| ● | It prohibits dividends or dividend equivalents to be paid with respect to options and SARs; and |
| ● | It 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. |
Description of the 2018 Plan The 2018 Plan became effective on May 2, 2018 and will terminate on May 2, 2028 unless terminated sooner by the Board or Committee. A summary of the material features of the 2018 Plan is provided below. The summary is qualified in its entirety by, and made subject to, the complete text of the 2018 Plan (as amended by the Plan Amendment) attached as Appendix A to this proxy statement. 2018 Plan Share Limits The Plan Amendment would increase the total number of shares available for issuance under the 2018 Plan by 1,300,000, from 1,950,000 to 3,250,000 (reduced by the number of shares of common stock subject to awards granted under the AptarGroup, Inc. 2016 Equity Incentive Plan on or after March 9, 2018). All of the available shares under the 2018 Plan may be issued in connection with incentive stock options (“ISOs”) under Section 422 of the Internal Revenue Code of 1986 (the “Code”). The number of shares of common stock that remain available for future grants under the 2018 Plan will be reduced by the sum of the aggregate number of shares of common stock which become subject to an outstanding award. Shares of common stock available under the 2018 Plan may be treasury shares reacquired by Aptar or authorized and unissued shares, or a combination of both. Under the terms of the 2018 Plan, to the extent that shares of common stock subject to an outstanding award granted under either the 2018 Plan or any equity compensation plan previously maintained by Aptar on behalf of employees or non-employee directors (a “Prior Plan”) are not issued or delivered by reason of (i) the expiration, termination, cancellation, or forfeiture of such award or (ii) the cash settlement of such award, then such shares of common stock will again be available under the 2018 Plan. The number of shares that again become available pursuant to this paragraph will be equal to one share for each share subject to an award described in this paragraph; provided, however, any shares from a Prior Plan that become available again under the 2018 Plan pursuant to this paragraph will be added to the available share reserve based on the share deduction ratio set forth in such Prior Plan. The 2018 Plan prohibits “liberal share recycling”—meaning that shares of common stock will not again be available under the 2018 Plan (i) if tendered to satisfy all or a portion of tax withholding obligations relating to an award, (ii) if withheld to pay the exercise price of stock options or SARs awarded or (iii) if repurchased by Aptar on the open market with the proceeds of an option exercise. | | | 34 | 2023 Proxy Statement |
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Non-Employee Director Award Limit The aggregate value of cash compensation and the grant date fair value of shares that may be awarded or granted during any fiscal year to any non-employee director may not exceed $500,000, provided that this value will be multiplied by two for awards granted to a non-employee director in the year in which he or she commences services on the Board. Terms of the Plan Administration; Eligibility.The 2018 Plan is administered by the Management Development & Compensation Committee. The 2018 Plan empowers the Management Development & 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 & 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 & 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 & Compensation Committee. The Management Development & 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 10, 2023, all Aptar employees (approximately 13,000 individuals) and non-employee directors (10 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 & Compensation Committee. The minimum vesting and performance period restrictions are not required with 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. 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 other 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 & Compensation Committee determines at the time of grant, provided that an option may not be exercised later | | |
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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 & 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 baseprice. 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 & 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 & 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 & 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 & Compensation Committee may grant restricted common stock with such restriction periods as the Management Development & Compensation Committee designates. A restricted stock award may be subject to other conditions of vesting, including performance goals, as the Management Development & 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 & Compensation Committee may impose, the participant will have all the rights of a holder of common stock as to restricted stock; provided that cash 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 & Compensation Committee may award RSUs with such restriction periods as the Management Development & Compensation Committee designates. An RSU may be subject to other conditions to vesting, including performance goals, as the Management Development & 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 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 & 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. | ● | Profitability Measures: (1) earnings per share; (2) earnings before interest and taxes (“EBIT”); (3) earnings before interest, taxes, depreciation and amortization (“EBITDA”); (4) business segment income; (5) net income; (6) operating income; (7) revenues; (8) profit margin; (9) cash flow(s); and (10) expense reduction; |
| ● | Capital Return Measures: (1) return on equity; (2) return on assets or net assets; (3) return on capital or invested capital; (4) EBIT to capital ratio; (5) EBITDA to capital ratio; (6) business segment income to business segment capital ratio; (7) working capital ratios; (8) total stockholder return; (9) increase in stockholder value; (10) attainment by a |
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| | share of common stock of a specified market value for a specified period of time; and (11) price-to-earnings growth; and |
| ● | 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. |
Deferral. A participant may defer receipt of all or a portion of any award in accordance with procedures established by the Management Development & Compensation Committee and in accordance with Section 409A of the Code. Transferability. Awards are not transferable other than (i) by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by Aptar or (ii) as a transfer of stock options without value to a “family member” (as defined in Form S-8) if approved by the Management Development & Compensation Committee. Except to the extent permitted by the foregoing sentence, each award may be exercised or received during a participant’s lifetime only by the participant or the participant’s legal representative or similar person. No award may be transferred by a participant for value or consideration. Fair Market Value. Fair market value on any date means the closing price of a share of common stock on the New York Stock Exchange on that date (or, if such date is not a trading date, on the next preceding date that was a trading date). On March 10, 2023, the closing price of our common stock on the New York Stock Exchange was $112.56. Surrender. If provided by the Management Development & Compensation Committee, a participant may surrender an award on such terms and conditions, and for such consideration, as the Management Development & Compensation Committee determines. Withholding. The Management Development & Compensation Committee has the power to withhold, or require a participant to remit to Aptar, an amount sufficient to cover withholding taxes with respect to shares issuable and/or amounts payable pursuant to the 2018 Plan. If permitted by the Management Development & Compensation Committee, a participant may elect to satisfy such taxes by making a cash payment to Aptar, having shares issuable under the 2018 Plan withheld, by delivering other shares to Aptar, or with the proceeds from the sale of shares through an arrangement with a broker. Amendment of the Plan. The Management Development & Compensation Committee may amend the 2018 Plan, subject to any requirement of stockholder approval required by applicable law, rule, or regulation. Noamendment may materially impair the rights of the holder of any outstanding award without his or her consent. Effective Date and Term of the Plan. The 2018 Plan became effective on May 2, 2018 and will terminate on May 2, 2028 unless terminated earlier by the Board or Management Development & Compensation 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 any policy that Aptar may be required to adopt under the Dodd-Frank Act, or otherwise as required by law. | | |
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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 10, 2023: | | | | | | | | | Name and Position | | Stock
Options | | Stock
Appreciation
Rights | | Restricted
Stock | | Restricted
Stock
Units(1) | Stephan B. Tanda, President and CEO | | − | | − | | − | | 213,965 | Robert W. Kuhn, Executive Vice President, CFO and Secretary | | − | | − | | − | | 72,453 | Gael Touya, President of Aptar Pharma segment | | − | | − | | − | | 48,847 | Marc Prieur, President of Aptar Beauty | | − | | − | | − | | 52,979 | Xiangwei Gong, President of Aptar Asia | | − | | − | | − | | 51,541 | All executive officers (8 persons) | | − | | − | | − | | 527,949 | All non-executive directors (10 persons) | | − | | − | | − | | 47,128 | All employees (other than current executive officers) | | − | | − | | − | | 1,404,907 |
| (1) | Included in this column are 928,255 PRSUs (at target). Under the terms of the PRSU award agreements, the vesting level of the PRSU may range from 0% to 200% based on Aptar’s performance during the three-year performance period. |
Federal Income Tax Consequences The following is a brief summary of the U.S. federal income tax consequences of awards made under the 2018 Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the 2018 Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local, or non-United States tax consequences of participating in the 2018 Plan. Each participant is advised to consult his or her particular tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local, or non-United States tax laws before taking any actions with respect to any awards. Options. A participant will not recognize any income upon the grant of a stock option. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding if the participant is an employee) upon exercise of a nonqualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price, and Aptar (or the affiliate employer) will be entitled to a corresponding deduction, except to the extent limited by Section 162(m) of the Code. A participant will not recognize income (except for purposes of the alternative minimum tax) upon exercise of an ISO. If the shares acquired by exercise of an ISO are held for the longer of two years from the date the option was granted or one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss, and Aptar (or the affiliate employer) will not be entitled to any deduction. If, however, such shares are disposed of within the above-described period, then in the year of such disposition the participant generally will recognize compensation taxable as ordinary income equal to the excess of the lesser of (i) the amount realized upon such disposition and (ii) the fair market value of such shares on the date of exercise over the exercise price, and Aptar (or the affiliate employer) will be entitled to a corresponding deduction, except to the extent limited by Section 162(m) of the Code. SARs. A participant will not recognize any taxable income upon the grant of an SAR. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding if the participant is an employee) upon exercise of an SAR equal to the fair market value of any shares delivered and the amount of any cash paid by Aptar upon such exercise, and Aptar (or the affiliate employer) will be entitled to a corresponding deduction, except to the extent limited by Section 162(m) of the Code. Restricted Stock. A participant will not recognize taxable income at the time shares subject to restrictions constituting a substantial risk of forfeiture are granted, and Aptar (or the affiliate employer) will not be entitled to a tax deduction at such time, unless the participant makes an election to be taxed at the time such | | | 38 | 2023 Proxy Statement |
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restricted stock is granted. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding if the participant is an employee) at the time of grant in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding if the participant is an employee) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. The amount of ordinary income recognized by a participant by making the above-described election or upon the lapse of the restrictions constituting a substantial risk of forfeiture is deductible by Aptar (or the affiliate employer) as a compensation expense, except to the extent limited by Section 162(m) of the Code. Restricted Stock Units. A participant will not recognize taxable income at the time an RSU award is granted, and Aptar (or the affiliate employer) will not be entitled to a tax deduction at that time. Upon the payment or settlement of any such award with unrestricted shares of common stock or cash, the participant will recognize compensation taxable as ordinary income (subject to income tax withholding if the participant is an employee) in an amount equal to the fair market value of any shares delivered and the amount of any cash paid by Aptar. This amount is deductible by Aptar (or the affiliate employer) as compensation expense, except to the extent limited by Section 162(m) of the Code. Section 162(m) of the Code. Section 162(m) of the Code generally limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for the compensation paid to each of the corporation’s chief executive officer, the corporation’s chief financial officer and certain other current and former executive officers of the corporation. | | 
| The Board of Directors recommends a vote FOR the approval of the amendment to the 2018 Equity Incentive Plan |
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Proposal 3—5: Ratification of the Appointment of PRICEWATERHOUSECOOPERSPricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 20222023 Aptar is asking stockholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as Aptar’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. PricewaterhouseCoopers LLP has audited Aptar’s consolidated financial statements annually for over 2530 years. | | 
| The Board of Directors and the Audit Committee recommend a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 2022.2023. |
As described in its charter, the Audit Committee is responsible for the appointment, retention, termination, compensation and oversight of Aptar’s independent registered public accounting firm. On an annual basis, the Audit Committee considers the engagement of the independent registered public accounting firm. In selecting PwC as Aptar’s independent registered public accounting firm for fiscal 2022,2023, the Audit Committee evaluated, among other factors: | ● | PwC’s performance during fiscal year 20212022 and in previous fiscal years, including the quality of PwC’s services, the sufficiency of PwC’s resources and the quality of the Audit Committee’s ongoing discussions with PwC; |
| ● | PwC’s tenure as the Company’s independent registered public accounting firm and the depth of its understanding of our business, accounting policies and practices and internal control over financial reporting; |
| ● | the professional qualifications of PwC, the lead audit engagement partner and other key engagement partners; |
| ● | the scope of PwC’s independence program and its processes for maintaining its independence; |
| ● | the scope of PwC's internal quality control program and the result of its most recent quality control reviews, including reviews by the Public Company Accounting Oversight Board; |
| ● | the appropriateness of PwC’s fees for audit and non-audit services (on both an absolute basis and as compared to its peer firms); and |
| ● | the relative benefits, challenges, overall advisability and potential impact of selecting a different independent registered public accounting firm. |
PwC rotates its lead audit engagement partner every five years; the Audit Committee interviews proposed candidates and selects the lead audit engagement partner. Representatives of PwC are expected to attend the annual meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions. | | | 3240
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES The following table sets forth the aggregate fees (rounded to the nearest thousand) charged to Aptar by PwC for audit services rendered in connection with the audited consolidated financial statements and reports for the 20212022 and 20202021 fiscal years and for other services rendered during the 20212022 and 20202021 fiscal years to Aptar and its subsidiaries. | | | | | | | | | | | | | | | | | | | | | | | | | Fee Category | | 2021 | | % of Total | | 2020 | | % of Total | | 2022 | | % of Total | | 2021 | | % of Total | Audit Fees | | $ | 4,014,000 | | 92 | % | | $ | 3,944,000 | | 85 | % | | $ | 4,237,700 | | 91 | % | | $ | 4,014,000 | | 92 | % | Audit-Related Fees | | | 5,000 | | 1 | % | | | 153,000 | | 3 | % | | | 198,600 | | 4 | % | | | 5,000 | | 1 | % | Tax Fees | | | 192,000 | | 4 | % | | | 295,000 | | 6 | % | | | 149,500 | | 3 | % | | | 192,000 | | 4 | % | All Other Fees | | | 145,000 | | 3 | % | | | 273,000 | | 6 | % | | | 57,400 | | 1 | % | | | 145,000 | | 3 | % | Total Fees | | $ | 4,356,000 | | 100 | % | | $ | 4,665,000 | | 100 | % | | $ | 4,643,200 | | 100 | % | | $ | 4,356,000 | | 100 | % |
Audit Fees primarily represent amounts billed for the audit of Aptar’s annual financial statements, including statutory audits of the financial statements at certain non-U.S. locations, the audit of our internal control over financial reporting, reviews of our quarterly financial statements, providing consents and reviewing documents to be filed with the SEC. Audit-Related Fees primarily represent amounts billed for services rendered in connection with the preparation of Aptar’s Form S-3 registration statement.comfort letters. Tax Fees primarily represent amounts billed for services related to tax advice on the Company’s global tax structure, which includes U.S./international tax advisory and transfer pricing related services. Tax Fees also include tax compliance and preparation services including federal, state and international tax compliance and assistance with tax audits and appeals. Lastly, Tax Fees includes tax due diligence services in support of the Company's acquisition related activity. All Other Fees primarily represent financial due diligence services performed in connection with the Company’s acquisition activity and for subscriptions to virtual accounting services. The Audit Committee’s policies and procedures require pre‑approvalpre-approval for all audit and permissible non-audit services to be performed by Aptar’s independent registered public accounting firm. These services are pre‑approvedpre-approved by the entire Audit Committee; however, the Audit Committee may delegate to one or more of its members the authority to grant such pre‑approvalspre-approvals provided that any such decision of such member or members must be presented to the full Audit Committee at its next scheduled meeting. | | |
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Executive Officer Compensation COMPENSATION DISCUSSION AND ANALYSIS Executive Summary Following is a discussion and analysis of our compensation programs as they apply to our NEOs for 2021,2022, namely: | | | | | | | | |  
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| Stephan B. Tanda President and Chief Executive Officer (“CEO”) | | Robert W. Kuhn Executive Vice President, Chief Financial Officer (“CFO”) | | Gael Touya President of Aptar Pharma segment | | Marc Prieur President of Aptar Beauty + Home Segmentsegment | | Xiangwei Gong President of Aptar Asia |
Financial and Operational Highlights In 2021,2022, Aptar achieved the following: | | | | | | | | | | $3.23.3 billion Record Reported Sales | | | 28th29th year
28th29th consecutive year of paying an increased aggregate annual dividend
| | | $244239 million Annual net income | | | $3.613.59 Annual diluted earnings per share |
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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 or at‑risk compensation.at-risk compensation | | Emphasis on future pay opportunity vs. current pay | | Mix of performance metrics supportive of our business strategy and compensation objectives | | | | | | | | | | | | |
| TARGET PAY “AT-RISK”(1) | | TARGET PAY IS LONG-TERMLONG-TERM(1) | | |  
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| | | A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”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 determined bydeveloped based on our Company’s strategy and aligned with stockholder value creation. (1) NEO Pay At-Risk excludes CEO | | Our long-term incentive awards are equity-based and have multi-year vesting provisions to encourage retention. (1) NEO Pay Long-Term excludes CEO | | | | | | | | | | | |
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The following table lists the material elements of Aptar’s 20212022 executive compensation program applicable to the NEOs. The Management Development and Compensation Committee believes that the design of Aptar’s executive compensation program balances fixed and variable compensation elements, provides alignment with Aptar’s short and long‑termlong-term financial and strategic priorities through the annual and long-term incentive programs, and provides alignment with stockholder interests. Because this table represents elements of our annual direct compensation program, it does not include any one-time awards, such as retention awards, promotion grants, or performance recognition awards. | Element | Description | Purpose | Factors Influencing Amount | | Salary | ● Reviewed annually and adjusted if appropriate | ● Facilitate attraction and retention ● Recognize individual’s skills, competencies and experience | ● Experience, the executive’s local market data, individual role and responsibilities and individual performance | | Annual Short-Term Incentives (“STI”) | ● Variable cash incentive compensation based on improvements in performance from the prior year, with the performance goals the same as used in prior years to enhance long-term focus ● Company and Segment/unit performance measured by improvements in two indicators:metrics: Adjusted EBITDA and core sales (1) ● Emphasizes profit (65%) over sales (35%) ● 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.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;responsibilities and individual performance ● Payout based on Company and Segment/unit performance compared to prior year | | Long-term Incentives (“LTI”) | PRSUs vest contingent upon Company performance measured over three years based on Company performance over 3 years in two areas:metrics: ● Adjusted ROIC based on internally established objectives (2) ● TSR relative to the S&P 400 Mid Cap companies (3) ● Emphasizes TSR (65%) over ROIC (35%) | ● 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 with stockholder value creation | ● 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 level of achievement is attained | | | RSUs | ● Build ownership and align with stockholders’ interests ● Reward long termlong-term success and growth | ● Intended target amount of all LTI awards is based on individual role and responsibilities, individual performance and market data; vesting of RSU awards over a three year term. |
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| (1) | For Touya, Prieur and Gong, a portion of their STI is based on the Adjusted EBITDA improvement and core sales growth in the NEOs’ areas of responsibility. See “Short-Term Incentives” below.later in this Compensation Discussion & Analysis. |
| (2) | Adjusted return on invested capital (or Adjusted ROIC) is defined as (i) adjusted earnings before net interest (but after taxes), which excludes the business transformation charges (restructuring initiatives), acquisition-related costs, purchase accounting adjustments related to acquisitions and investments and net unrealized investment gains and losses related to observable market price changes on equity securities, divided by (ii) the Company'sCompany’s average capital (i.e.(i.e., equity excluding currency effects +plus net debt). The target is adjusted down for 0.2% for every $100M in acquisitions over the 3-yearthree-year performance period. The 0.2% adjustment assumes that over the performance period, the acquisition will become accretive to returns. |
| (3) | Total shareholderstockholder return (or TSR) is measured by price appreciation of the Company's common stock over a three yearthree-year performance period and reinvestment of dividends, and is compared to the TSR of the S&P 400 MidCap Index over such three year performance period. |
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Compensation Philosophy and Objectives | Our compensation philosophy and objectives are, first and foremost, to fairly and competitively compensate our executives for growing our business and increasing value for stockholders and, secondly, to retain our experienced management team. |
We believe that the following factors are supportive of our compensation 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‑controlchange-in-control agreements that are designed to be competitive in markets in which we compete for executive talent ● Beginning with the 2022 annual equity awards, our annual equity grants contain double trigger vesting provisions in the event of a change in control ● Effective February 2022, weWe maintain a stand-alone claw backclawback policy allowing for the recoupment of compensation in the event of a financial statement restatement
● Beginning with 2023, the performance-based component of the annual equity grant increased from 60% to 75%, with the inclusion of 50% PRSUs and 25% premium-priced options | | ● Tax gross‑upgross-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
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Stockholder Feedback on Compensation Practices | | |  
| | The Management Development and Compensation Committee considered the continued support that our proposal on executive compensation received from stockholders at our 20212022 annual meeting of stockholders, at which approximately 97%99% of votes cast (excluding abstentions and broker non-votes) were in favor of our compensation policies and practices. Overall, we achieved a 5-yearfive-year average vote of 98% of votes cast. The Management Development and Compensation Committee determined that the Company's executive compensation philosophy and objectives and compensation elements continued to be appropriate and no changes were made to our executive compensation program in response to the advisory vote. However, in connection with its ongoingregular review of the Company’s executive compensation program, in 2022, the Management Development and Compensation Committee modified the Company’s executive compensation program to incorporate into its equity awards double trigger vesting provisions in the event of a change in control, beginning with the 2022 annual equity awards, and adopted a stand-alone claw backclawback policy allowing for the recoupment of incentive compensation in the event of a financial statement restatement. |
| Factors Considered when Determining Compensation Levels: | Industry Data ● We benchmark against size-appropriate published general industry survey data for all roles. | Peer Data Review ● We review proxy data from the Company’s compensation peer group for the CEO and CFO roles. | Individual ● We understand the importance of retaining a talented senior 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 senior managers. |
The Management Development and Compensation Committee has historically intended to create a compensation program for NEOs that generally targets cash compensation at the median and long-term compensation between the 50th and 75th percentiles compared to the relevant market data. The Management Development and Compensation Committee may deviate from its targeted positioning based on circumstances such as executive tenure, Company/Segment performance or individual performance. The benchmarking study conducted by Pay Governance used for evaluating Aptar’s 20212022 executive compensation program, described in further detail below, noted the following high-level findings for our executive officers, including NEOs, as compared to general industry survey data: | ● | Base salaries generally fell between the 35th and 65th percentiles; |
| ● | Target cash compensation levels generally ranked between the 45th and 65th percentiles; |
| ● | Long-term performance incentives were generally between the 50th and 75th percentiles; and |
| ● | Target total direct compensation levels (salary + target bonus + target LTI values) were generally between the 50th and 75th percentiles. |
For 2021,2022, 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 comparable in size to Aptar. In consultation with Pay Governance, the Management Development | | |
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and Compensation Committee and management used the following characteristics to assess the Company's current peers as well as to identify any potential replacements: | ● | Compete with Aptar for market share, operate in similar industries (e.g., packaging, specialty chemicals, specialty materials) and are based in the U.S.; |
| ● | Provide similar intermediate products (e.g., structured materials, packaging, closures, spray products) to similar end-use markets (e.g., consumer, beauty, home, pharmaceutical, medical, healthcare, food, beverage); |
| ● | Fall within a reasonable range of Aptar's size and scale based on several factors (e.g., revenue, assets, invested capital, number of employees, market capitalization); |
| ● | Earn a considerable amount of their revenue outside of the U.S.; |
| ● | Appear to be valued like Aptar by the stock market based on their market capitalization to revenue vs. Aptar's; and |
| ● | Compete with Aptar for senior executive talent (companies Aptar potentially would recruit senior talent from, and possibly lose senior talent to). |
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 2021,2022, which was the same Peer Group used to evaluate 20202021 compensation decisions: | | 20212022 Peer Group Companies:
| Albemarle Corp. Ashland Global Holdings Inc. Berry Global Group, Inc. Catalent, Inc. CCL Industries, Inc. Hill-Rom Holdings, Inc. ICU Medical, Inc. Ingredion Inc. International Flavors & Fragrances | McCormick & Company Sealed Air Corp Sensient Technologies, Inc. Silgan Holdings Inc. Sonoco Products Co. Stericycle, Inc. STERIS plc Teleflex Inc. West Pharmaceutical Services, Inc. |
The Management Development and Compensation Committee reviews compensation survey information prepared by its compensation consultant for the CEO and other executive officer positions annually. Consistent with prior years, the compensation elements evaluated by Pay Governance in 20212022 were base salary, target annual cash incentives, target total cash compensation (the sum of base salaries and target cash incentives), target LTI, and target total direct compensation (the sum of target total cash compensation and target LTI). In considering compensation for the CEO and CFO, the Management Development and Compensation Committee considered proxy peer group compensation data in addition to the compensation survey information prepared by Pay Governance. When determining the 20212022 compensation opportunities of executive officers other than Mr. Tanda, the Management Development and Compensation Committee also reviewed recommendations furnished by Mr. Tanda, including salary, target annual cash incentive and target LTI recommendations. In 2021,2022, Mr. Tanda, participated in all discussions regarding salaries and incentive compensation for all of our executive officers, except during discussions regarding his own compensation. Mr. Tanda made suggestions or recommendations during these discussions; however, all deliberations and determinations regarding the compensation of our executive officers were made solely by the Management Development and Compensation Committee. Targeted base salary, annual incentive opportunities and long-term incentiveLTI grant values were provided by Pay Governance from several compensation surveys covering U.S. and non-U.S. executives and included general industry | | | 4048
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general industry data for hundreds of companies .companies. Wherever possible, the market data was adjusted to Aptar’s revenue size or the size of the position's operating unit. The same compensation elements also were reviewed by Pay Governance in the analysis of peer group data for Messrs. Tanda and Kuhn.
As noted earlier, based on Pay Governance's benchmarking analysis that was furnished to the Management Development and Compensation Committee, Aptar’s 20212022 total direct compensation for the NEOs, in aggregate was generally positioned between the 50th and 75th percentiles of the published survey data. Specifically, most elements of total direct compensation for the CEO and CFO were positioned within +/- 10% of the 50th percentile with respect to the 20212022 Peer Group. Elements of Our Executive Compensation Program There are three main elements of our compensation program which are described below. Salary. The salary level of the CEO is established by the Management Development and Compensation Committee each January after evaluating individual performance and discussing the market data provided by Pay Governance. The salary levels of the other NEOs are also set each January after evaluating and discussing the recommendations of the CEO and reviewing the market data provided by Pay Governance for the other NEO positions. In 2021,2022, the Management Development and Compensation Committee increasedadjusted the salaries of our NEOs from the 20202021 levels as follows:listed below. In lieu of adjusting the base salary for the CEO, the Management Development and Compensation Committee elected to increase his LTI value from 450% to 470% to further enhance his ties to performance-based compensation in general and long-term equity incentives in particular. | | | | | | | | | | Name | | 2022 Salary | | 2021 Salary | | % Increase | Tanda | | $ | 1,118,500 | | $ | 1,118,500 | | — | % | Kuhn(1) | | $ | 671,174 | | $ | 645,216 | | 4 | % | Touya(2) | | $ | 561,328 | | $ | 607,043 | | (8) | % | Prieur(3) | | $ | 603,011 | | $ | 598,635 | | 1 | % | Gong | | $ | 494,647 | | $ | 477,920 | | 4 | % |
| | | | | | | | | | Name | | 2021 Salary | | 2020 Salary | | % Increase | Tanda(1) | | $ | 1,118,500 | | $ | 1,105,000 | | 1 | % | Kuhn | | $ | 645,216 | | $ | 624,000 | | 3 | % | Touya(2) | | $ | 607,043 | | $ | 570,544 | | 6 | % | Prieur(3) | | $ | 598,635 | | $ | 568,757 | | 5 | % | Gong | | $ | 477,920 | | $ | 464,000 | | 3 | % |
| (1) | Mr. Tanda’s 2021 base salaryKuhn’s compensation considers the elimination of the annual car allowance effective 2021.benefit, the value of which is now included in his 2022 salary and accounts for a portion of the increase. |
| (2) | Mr. Touya’sTouya's compensation is denominated in Euros and was translated to U.S. dollars using the average exchange rate for the year. His 20212022 salary in Euros is 513,000,530,000, which represents a 3% increase over his 2020 salary. A portion of2021 salary in Euros. Mr. Touya's increaseTouya’s decrease is due to exchange rate fluctuations. |
| (3) | Mr. Prieur'sPrieur’s compensation is denominated in Swiss Francs and was translated to U.S. dollars using the average exchange rate for the year. His 20212022 salary in Swiss Francs is 547,000,562,000, which represents a 3% increase over his 2020 salary. A portion of Mr. Prieur’s increase is due to exchange rate fluctuations.2021 salary in Swiss Francs. |
Short-term Incentives (“STI”). As in prior years, theThe Management Development and Compensation Committee continues to maintain the Company's historical approach to linking pay to performance for the STI for the year.performance. The STI plan is based on STI Adjusted EBITDA and core sales growth, with the STI design placing nearly twice as much emphasis on profitability rather than top-line growth and emphasizing segment results with different goals for each segment. The Management Development and Compensation Committee chose STI Adjusted EBITDA and core sales growth 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 shareholderstockholder value.
Despite the economic volatility due to the ongoing COVID-19 pandemic, for 2021, the Company maintained its guiding principle for settingThe Company goals under the STI which emphasizeplace emphasis on continuous improvement over the prior year’s results. As a result, NEOs earn no STI payout 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 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. For 2021,2022, the amount of our NEOs' STI was calculated based on (i) target STI opportunity and (ii) improvement in Company performance (and segment results where appropriate) from the prior year. For
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Messrs. Touya and Prieur and Ms. Gong, the 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, and individual role and responsibilities.responsibilities, and individual performance. For 2021,2022, the
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target STI opportunities, as a percentage of base salary, did not increase for the NEOs other than Mr. Tanda. Mr. Tanda’s target STI opportunity increased from 115% to 120% based on a review of the Company’s Peer Group and other relevant market data.NEOs. The following illustrates how the 20212022 STI payouts were calculated:  
At the beginning of 2021,2022, the Management Development and Compensation Committee established the following growth in Company performance and weightings for 20212022 to be used to determine the amount of each NEO's 20212022 STI. These growth objectives 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. | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 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 | 65% of Target)(3) | | (Weighted 35% of Target)(3) | | | Beauty + | | | | Performance | | | | | Beauty + | | | | | Performance | Corp | | Home | | Pharma | Asia | Factor | | Corp | | Home | | Pharma | Asia(3) | | Factor | <0 | % | | <0 | % | | <0 | % | <3 | % | 0 | % | | <0 | % | | <0 | % | | <0 | % | <3 | % | | 0 | % | 0.0 | % | | 0.0 | % | | 0.0 | % | 3.0 | % | 50.0 | % | | 0.0 | % | | 0.0 | % | | 0.0 | % | 3.00 | % | | 50.0 | % | 5.0 | % | | 5.0 | % | | 5.0 | % | 10.0 | % | 100.0 | % | | 4.0 | % | | 3.0 | % | | 6.0 | % | 10.00 | % | | 100.0 | % | 7.0 | % | | 7.0 | % | | 6.5 | % | 12.0 | % | 125.0 | % | | 5.0 | % | | 4.0 | % | | 7.0 | % | 11.25 | % | | 125.0 | % | 10.0 | % | | 10.0 | % | | 8.0 | % | 14.0 | % | 150.0 | % | | 6.0 | % | | 5.0 | % | | 8.0 | % | 12.50 | % | | 150.0 | % | 13.0 | % | | 13.0 | % | | 9.0 | % | 16.0 | % | 175.0 | % | | 6.5 | % | | 5.5 | % | | 9.0 | % | 13.75 | % | | 175.0 | % | 15.0 | % | | 15.0 | % | | 10.0 | % | 18.0 | % | 200.0 | % | | 7.0 | % | | 6.0 | % | | 10.0 | % | 15.00 | % | | 200.0 | % |
| | | | | | | | | | | | | | | | Corporate and Segments STI Adjusted | | Corporate and Segments STI Core | | | EBITDA Growth vs Prior Year | | Sales Growth vs Prior Year | Actual Growth Rates | | (Weighted 65% of Target) | | (Weighted 35% of Target) | Corporate | | 3.1 | % | | 8.9 | % | Beauty + Home | | 13.9 | % | | 6.6 | % | Pharma | | 2.3 | % | | 12.0 | % | Asia | | 16.4 | % | | 8.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 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 | 65% of Target)(3) | | (Weighted 35% of Target)(3) | | | Beauty + | | | | Performance | | | | | Beauty + | | | | | | Performance | Corp | | Home | | Pharma | Asia | Factor | | Corp | | Home | | Pharma | | Asia(3) | | Factor | <0 | % | | <0 | % | | <0 | % | <0 | % | 0 | % | | <0 | % | | <0 | % | | <0 | % | | <3 | % | | 0 | % | 0 | % | | 0 | % | | 0 | % | 3 | % | 50 | % | | 0 | % | | 0 | % | | 0 | % | | 3 | % | | 50 | % | 5 | % | | 5 | % | | 5 | % | 10 | % | 100 | % | | 4 | % | | 3 | % | | 6 | % | | 10 | % | | 100 | % | 7 | % | | 7 | % | | 7 | % | 12 | % | 125 | % | | 5 | % | | 4 | % | | 7 | % | | 11.25 | % | | 125 | % | 10 | % | | 10 | % | | 8 | % | 14 | % | 150 | % | | 6 | % | | 5 | % | | 8 | % | | 12.5 | % | | 150 | % | 13 | % | | 13 | % | | 9 | % | 16 | % | 175 | % | | 6.5 | % | | 5.5 | % | | 9 | % | | 13.75 | % | | 175 | % | 15 | % | | 15 | % | | 10 | % | 18 | % | 200 | % | | 7 | % | | 6 | % | | 10 | % | | 15 | % | | 200 | % |
| | | | | | | | | Corporate and Segments STI Adjusted | | Corporate and Segments STI Core | | | EBITDA Growth vs Prior Year | | Sales Growth vs Prior Year | Actual Growth Rates | | (Weighted 65% of Target) | | (Weighted 35% of Target) | Corporate | | 7.5 | % | | 6.9 | % | Beauty + Home | | 49.0 | % | | 6.7 | % | Pharma | | (3.9) | % | | 0.5 | % | Asia | | 55.2 | % | | 9.3 | % |
| (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. |
| (2) | Core sales growth is defined as organic sales growth that excludes currency effects and acquisition effects in the past 12 months. |
| (3) | For performance between performance levels, payout levels will be determined based on straight line interpolation. |
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For Messrs. Touya and Prieur and Ms. Gong, the performance factors are further weighted 40% Company performance and 60% on their respective areas of responsibility. Based on actual performance in 20212022 and applying the weighting described above, the following performance factors were determined for 20212022 and resulted in the following 20212022 STI (adjusted for rounding): | | | | | | | | | | | | | | | | | | 2022 Base | | | | | | | | Performance | | | | NEO | | Salary | | Target % | | Target $ | | Factor(3) | | 2022 STI | Tanda | | $ | 1,118,500 | | 120 | % | | $ | 1,342,200 | | 122.7 | % | | $ | 1,646,208 | Kuhn | | $ | 671,174 | | 85 | % | | $ | 570,498 | | 122.7 | % | | $ | 699,716 | Touya(1) | | $ | 561,328 | | 75 | % | | $ | 420,996 | | 119.5 | % | | $ | 503,939 | Prieur(2) | | $ | 603,011 | | 75 | % | | $ | 452,258 | | 163.7 | % | | $ | 734,272 | Gong | | $ | 494,647 | | 75 | % | | $ | 370,985 | | 137.3 | % | | $ | 509,214 |
| | | | | | | | | | | | | | | | | | 2021 Base | | | | | | | | Performance | | | | NEO | | Salary | | Target % | | Target $ | | Factor(3) | | 2021 STI | Tanda | | $ | 1,118,500 | | 120 | % | | $ | 1,342,200 | | 152.2 | % | | $ | 2,042,940 | Kuhn | | $ | 645,216 | | 85 | % | | $ | 548,434 | | 152.2 | % | | $ | 834,762 | Touya(1) | | $ | 607,043 | | 75 | % | | $ | 455,282 | | 72.3 | % | | $ | 312,946 | Prieur(2) | | $ | 598,635 | | 75 | % | | $ | 448,976 | | 180.9 | % | | $ | 800,626 | Gong | | $ | 477,920 | | 75 | % | | $ | 358,440 | | 158.8 | % | | $ | 569,322 |
| (1) | Mr. Touya’s 20212022 Base Salary, Target STI and Payment were denominated in Euros based onand converted to USD using the average exchange rate for the year, while his actual formulaic payoutyear. His award was calculated based on a combination of the Performance Factor andusing the spot rate on the payment date of the award, which was February 25, 2022.27, 2023. |
| (2) | Mr. Prieur's 20212022 Base Salary, Target STI and Payment were denominated in Swiss Francs based onand converted to USD using the average exchange rate for the year, while his actual formulaic payoutyear. His award was calculated based on a combination of the Performance Factor andusing the spot rate on the payment date of the award, which was February 24, 2022.2023. |
| (3) | Slight variance in the calculation is due to rounding in the displayed Performance Factor. |
The table below highlights historical weighted payouts by business segment Business Segment | | 2022 | | 2021 | | 2020* | ATR | | 122.7 | % | | 152.2 | % | | 23.3 | % | Beauty + Home | | 191.1 | % | | 200.0 | % | | 0.0 | % | Pharma | | 117.5 | % | | 19.0 | % | | 134.0 | % | Asia | | 147.0 | % | | 163.3 | % | | 55.3 | % |
Business Segment | | 2021 | | 2020* | | 2019 | ATR | | 152.2 | % | | 23.3 | % | | 78.7 | % | Beauty + Home | | 200 | % | | 0 | % | | 31.5 | % | Pharma | | 19 | % | | 134.0 | % | | 118.3 | % | Asia | | 163.3 | % | | 55.3 | % | | 31.5 | % |
* Includes the impact of the waiver of the cliff threshold with respect to the 2020 STI dueas part of the Company’s response plan to the COVID-19 pandemic. 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.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 TouyaGong elected to receive a portion of their 20212022 STI in RSUs, which election applied to the payouts described above. As disclosed in the prior year, the Management Development and Compensation Committee approved grants of time-based RSUs equal to 15% of each NEO's target 2020 STI opportunity to recognize their outstanding leadership during the extended COVID-19 pandemic crisis. To encourage retention and continuity of leadership during the extended crisis, the RSUs are subject to 3-year cliff vesting, which differs from the one-third annual vesting of our regular RSU awards and recognizes the unique nature of this grant. Because these additional RSUs were granted in 2021, these additional RSUs were excluded from the 2020 Summary Compensation Table and are reflected as 2021 compensation in the 2021 Summary Compensation Table.
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
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between the interests of our NEOs and our stockholders. The Management Development and Compensation Committee also believes that long-term equity awards are an essential tool in promoting executive retention. Consistent with our 2020LTI grants for the past several years, the annual LTI grants in 2021, the annual LTI grants2022 consisted of RSUs that vest based on continued service and PRSUs that vest based on achieving pre-established performance objectives. Dividends are not declared or paid with respect to RSUs or PRSUs. In addition, 2022 represented the first year that the LTI grants included double trigger vesting provisions in the event of a change in control. | | |
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Setting Award Value: In early 2021,2022, the Management Development and Compensation Committee granted the NEOs LTI awards. In approving the 20212022 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 400%450% to 450%470%, based onin lieu of receiving a reviewbase salary adjustment to further align his target direct compensation with the interests of the Company's Peer Group and other relevant market data.our stockholders. The target LTI amount, as a percentage of base salary, for the other NEOs did not change as compared to 2020.2021. Once the LTI target award value was determined for each NEO, the award was divided between PRSUs and RSUs, weighted 60% and 40%, respectively. The weights between LTI elements are intended to strike a reasonable balance between performance-based grants (PRSUs) and time or service-based grants (RSUs), consistent with the Company’s pay philosophy and principles. The following table sets forth the target award value, as of the date of grant, of the 20212022 LTI awards received by each NEO. | | | | NEO | | Target Value of LTI award(1) | Tanda | | $ | 5,256,950 | Kuhn | | $ | 1,335,598 | Touya | | $ | 1,016,333 | Prieur | | $ | 1,052,081 | Gong | | $ | 865,632 |
| | | | NEO | | Target Value of LTI award(1) | Tanda | | $ | 5,033,250 | Kuhn | | $ | 1,290,432 | Touya | | $ | 1,071,285 | Prieur | | $ | 1,036,740 | Gong | | $ | 836,360 |
| (1) | Because the amounts reported in this column represent the market-based targeted grant values, they differ from the amounts reported in the 20212022 Summary Compensation Table, which are determined in accordance with applicable accounting rules based on the stock price at the date of grant. |
PRSUs.PRSUs:
PRSUs are measured over a three-year period, with the measurement date beginning in the 1st quarter of the initial year of the performance period and ending in the 1st quarter three years thereafter. For 2021,2022, the Management Development and Compensation Committee granted PRSUs as 60% of the target LTI award, which vest based on the Company’s Adjusted ROIC and relative TSR performance over a three-year performance period, with potential vesting ranging from 0% to 200% of the target number of shares subject to the award (the “Target Shares”) as follows: | ● | Adjusted ROIC over the three-year performance period, which consists of 35% of the Target PRSUs. Adjusted ROIC is defined as (i) adjusted earnings before net interest (but after taxes), which excludes the business transformation charges (restructuring initiatives), acquisition-related costs, purchase accounting adjustments related to acquisitions and investments and net unrealized investment gains and losses related to observable market price changes on equity securities, divided by (ii) the Company’s average capital (i.e., equity excluding currency effects +plus net debt). The target is reduced by 0.2% for every $100M in acquisitions which is weighted for time outstanding in the performance period. The 0.2% adjustment assumes that over the performance period, the acquisition will become accretive to returnsreturns. The Management Development and Compensation Committee established the Adjusted ROIC performance levels to be achievable, but required the strong and consistent performance of the Company over the three-year performance period. |
| ● | TSR relative to the S&P 400 MidCap Index over the three-year performance period, which consists of 65% of the Target PRSUs. TSR is measured by share price appreciation of the Company’s common stock over the three-year performance period and reinvestment of dividends, as compared to the |
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| | TSR of the S&P 400 MidCap Index over the performance period. For the TSR component, the vesting will be determined in accordance with the following schedule: |
| | | | | | | | Performance Level | Company TSR Percentile Rank as compared to the S&P 400 MidCap | % of Target Shares to Vest* | Below Threshold | Below 25th percentile | —% | Threshold | 25th percentile | 50% | Target | 50th percentile | 100% | Maximum | 75th percentile | 200% | * If the Company’s TSR for the Performance Period is negative, the vesting level will not exceed the target level of vesting. |
RSUs.
RSUs: The remaining component of the 20212022 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 20212022 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. 2021 Retention/Recognition Grants.2019 PRSU Awards:
Under the terms of the 2019 PRSUs, March 2022 was the end of the final year of the three-year performance period for the awards. The 2019 PRSUs were eligible to vest based on Adjusted ROIC and the Company’s relative TSR, weighted 35% and 65%, respectively, with Adjusted ROIC as defined above and TSR measured as described above for the 2022 PRSUs. The 2019 PRSU performance objectives and the achievement levels are set forth in the tables below. | | | | | | | | | | | | | | | | Below | | | | | | | | | | | | Performance | | Threshold | | Threshold | | Target | | Maximum | | Actual | | Vesting | | Objective | | (0% Vesting) | | (50% Vesting) | | (100% Vesting) | | (200% Vesting) | | Results | | Percentage | | Adjusted ROIC (1) | | >10.5 | % | 10.5 | % | 12.5 | % | 14.5 | % | 9.9 | % | 0 | % | Company TSR Percentile Rank vs. S&P 400 MidCap Constituent Company Returns | | Below 25th Percentile | | 25th Percentile | | 50th Percentile | | 75th Percentile | | 36.2nd Percentile | | 72.4 | % |
| (1) | In accordance with the terms of the award agreements, the original ROIC targets are adjusted down 0.2% for every $100M in acquisitions, which is weighted for time outstanding in the performance period. |
Based on performance over the three-year performance period, presented below are the number of shares earned for each of the participating NEOs. The earned shares are also presented in the 2022 Option Exercises and Stock Awards Vested Table, presented on page 62 below. NEO | | Target PRSUs | | Earned PRSUs | | Tanda | | 19,876 | | 8,359 | | Kuhn | | 5,524 | | 2,323 | | Touya | | 4,610 | | 1,939 | | Prieur | | 3,509 | | 1,476 | | Gong | | 3,918 | | 1,648 | |
Change in 2023 LTI Program: As disclosed above, in 2022, the target LTI award was comprised of 60% PRSUs and 40% time-based RSUs. Beginning in 2023, the Management Development and Compensation Committee granted Mr. Prieurhas determined to add premium-priced options into the LTI mix with options that have an exercise price with a $500,000 PSU10% premium to the Company’s stock price on the date of grant. As a result of this change, in 2023, the target LTI award that will vest on December 31, 2023, based on: Beauty + Home Adjusted ROICis comprised of 50% PRSUs, 25% premium-priced options and Adjusted EBITDA margin improvement each measured over25% time-based RSUs. The Management | | |
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Development and Compensation Committee believes this change enhances the 2021-2023 performance period and weighted 50%. Adjusted ROIC is defined as (i) Beauty + Home adjusted earnings before net interest (but after taxes), which excludes the business transformation charges (restructuring initiatives), acquisition-related costs, purchase accounting adjustments related to acquisitions and investments and net unrealized investment gains and losses related to observable market price changes on equity securities, divided by (ii) Beauty + Home average capital (i.e, equity excluding currency effects + net debt). Adjusted EBITDA for purposesorientation of the PSUCompany’s LTI program by increasing awards tied to performance-based components from 60% to 75% of target award is defined as Beauty + Home earnings before net interest, taxes, depreciationvalue, further aligning the Company’s pay program with the interests of stockholders and amortization, adjusted to exclude the business transformation charges (restructuring initiatives), acquisition-related costs, purchase accounting adjustments related to acquisitions and investments and net unrealized investment gains and losses related to observable marketbalancing relative stock price changes on equity securities. In addition, he also received a $300,000 RSU award that will vest on January 14, 2024. The grants were given to him as an incentive to improve the long-term focus of the Beauty + Home business and to improve retention.performance with absolute improvements in our stock price. Post‑TerminationPost-Termination compensation.
The employment agreements of our NEOs provide for guaranteed minimum salary levels, death benefits, non-competition clauses and post-termination commitments. The post-termination commitments do not significantly affect the Management Development and Compensation Committee’s decisions concerning other compensation elements. We believe that the post-termination commitments included in the NEOs’ agreements are not substantially different from what is typical at other companies with revenues similar to those of Aptar. On February 17, 2022, the Company and each of Mr. Tanda, Mr. Kuhn and Ms. Gong entered into employment agreement amendments that expanded the “good reason” definition to include customary “good reason” triggers for severance benefits in connection with a change in control. The Management Development and Compensation Committee approved this change after considering market practices. Additional information about the employment agreements, including definitions of key terms and a quantification of benefits that would have been received by our NEOs had termination occurred on December 31, 2021,2022, is found under “Potential Payments Upon Termination of Employment.” Retirement Plan Arrangements. We also offer pension plans to our employees, including NEOs. Additional information regarding our pension plans is found under “Pension Benefits.” We maintain profit sharing and savings plans for our employees, including NEOs. These plans permit employees to make such savings in a manner that is relatively tax efficient.
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Perquisites. Perquisites have historically been an insignificant percentage of overall NEO compensation and therefore generally do not affect the decisions of the Management Development and Compensation Committee when determining other elements of compensation. These perquisites can include a company‑providedcompany-provided automobile and supplemental life insurance, among others. Beginning in 2021, the Company began eliminating the automobile benefit for U.S. NEOs, with such benefit being phased out as leases expire. The Company provides competitive perquisites for NEOs on an expatriate assignment, which it believes are consistent with local market practices. For example, pursuant to the terms of her employment agreement, Ms. Gong will receive expatriate benefits relating to her current international assignment in China, which began in October 2018. The additional benefits that she receives are directly related to the additional expenses Ms. Gong incurs as a result of her China assignment. Her benefits include (i) automobile and driver (including insurance, maintenance, reasonable fuel, taxes and vehicle registration costs), (ii) educational assistance, (iii) international health insurance, (iv) travel for two (2) annual trips to the United States for Ms. Gong and her immediate family, (v) housing allowances, (vi) tax equalization payments and preparation services, and (vii) reimbursement for repatriation to the United States upon certain termination events. Similarly, on January 25, 2022, the Company and Mr. Touya entered into an Expatriate Letter Agreement pursuant to which (i) Mr. Touya’s existing employment agreement will be suspended while he is on assignment with the Company in the United StatesU.S. and (ii) Mr. Touyahe will receive compensation and benefits consistent with similarly-situated employees of the Company on an expatriate assignment or as otherwise approved by the Management Development and Compensation Committee, of the Board, which includes, among other items, a company car, educational assistance, a housing allowance and tax equalization payments. The Management Development and Compensation Committee believes it is necessary to provide NEOs with perquisites similar to those provided by other companies in order to recruit and retain the best executive talent.talent or, in the case of expatriate benefits, to induce the executives to accept the expatriate assignment and retain them during the desired period of expatriate service. The Management Development and Compensation Committee reviews the perquisites provided to its NEOs on a regular basis. Stock Ownership Under the Company's stock ownership guidelines, the executive officers must own Company common stock and/or hold RSUs representing a value that is as follows: for the CEO, six times his or her base salary and for | | | 54 | 2023 Proxy Statement |
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the remaining executive officers, three times their base salary. The Committee approved increases in these guidelines during 2020, and they became effective as of January 1, 2021. Under the guidelines, executive officers must retain 50% of net after taxes shares from any equity vesting until the stock ownership guidelines are met. As of the Record Date,record date, each NEO was in compliance with the guidelines as presented in the table below. | | | | | | | Ownership | | Ownership Level | Executive Officer | | Requirement | | Requirement Status | Tanda | | 6 X Base Salary | | Exceeds Guideline | Kuhn | | 3 X Base Salary | | Exceeds Guideline | Touya | | 3 X Base Salary | | Exceeds Guideline | Prieur | | 3 X Base Salary | | Exceeds Guideline | Gong | | 3 X Base Salary | | Exceeds Guideline |
Management Development and Compensation Committee’s Use of Consultants and Consultant’s Independence The Management Development and Compensation Committee has responsibility for approving the compensation programs for our NEOs and acts pursuant to a charter that has been approved by our Board and is available through the Corporate Governance link on the Investor Relations page of the Aptar website located at: investors.aptar.com. Under this charter, the Management Development and Compensation Committee has the authority to retain outside advisers as deemed necessary, and in 20212022 the Management Development and Compensation Committee retained Pay Governance LLC as its independent compensation consultant. The Management Development and Compensation Committee has determined that Pay Governance LLC is independent according to the advisor independence factors outlined by the NYSE and its services to the committee do not raise any conflicts of interest.
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Stock Trading Guidelines We have an Insider Trading Policy that applies to senior management, including our NEOs. The Insider Trading Policy prohibits our senior management from engaging in selling short our common stock or engaging in hedging, pledging or offsetting transactions regarding our common stock. Clawback Policy Effective February 3, 2022, theTheManagement Development and Compensation Committee has adopted a clawback policy in the event the Company is required to prepare an accounting restatement due to material non-compliance with a financial reporting requirement under the federal securities laws. Under the policy, the Management Development and Compensation Committee shall,will, to the extent legally permitted, require reimbursement of that portion of any incentive compensation earned by an executive officer during the three-year period preceding the date on which the Company is required to prepare the restatement, which is in excess of what would have been paid or earned by such executive officer had the financial results been properly reported. The Company continues to monitor this policy to ensure that it is consistent with applicable laws and will review and modify the policy as necessary to reflect the final NYSE listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
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Compensation Committee Report The Management Development and Compensation Committee of the Board of Directors oversees Aptar’s compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the Management Development and Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. In reliance on the review and discussions referred to above, the Management Development and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10‑K10-K for the fiscal year ended December 31, 20212022 and this proxy statement. | | | Management Development and Compensation Committee Giovanna Kampouri Monnas (Chair) Craig Owens Jesse WuRalf Wunderlich
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2022 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 2021,2022, see our “Compensation Discussion and Analysis.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Changes in | | | | | | | | | | | | | | | | | Pension Value | | | | | | | | | | | | | | | | | and | | | | | | | | | | | | | | | | | Nonqualified | | | | | | | | | | | | | | | Non‑Equity | | Deferred | | | | | | | | | | | | | Stock | | Incentive Plan | | Compensation | | All Other | | | | | | | Salary | | Bonus | | Awards | | Compensation | | Earnings | | Compensation | | Total | Name and Principal Position | | Year | | ($) | | ($) | | ($)(1) | | ($)(2) | | ($)(3) | | ($)(4) | | ($) | Stephan B. Tanda | | 2022 | | 1,118,500 | | — | | 6,836,783 | | 823,104 | | — | | 62,120 | | 8,840,507 | President and | | 2021 | | 1,118,500 | | — | | 6,940,397 | | 1,021,470 | | 234,245 | | 64,871 | | 9,379,483 | Chief Executive Officer | | 2020 | | 1,105,000 | | — | | 4,929,983 | | 148,280 | | 763,195 | | 72,364 | | 7,018,822 | Robert W. Kuhn | | 2022 | | 671,174 | | — | | 1,905,883 | | 349,858 | | — | | 26,313 | | 2,953,228 | Executive Vice President | | 2021 | | 645,000 | | — | | 1,996,637 | | 417,381 | | 102,032 | | 28,037 | | 3,189,087 | and Chief Financial Officer | | 2020 | | 624,000 | | — | | 1,416,049 | | 61,891 | | 669,345 | | 22,856 | | 2,794,141 | Gael Touya(5) | | 2022 | | 561,328 | | — | | 1,130,815 | | 503,939 | | — | | 1,089,827 | | 3,285,909 | President, | | 2021 | | 607,043 | | — | | 1,320,041 | | 251,324 | | 853,015 | | 560,109 | | 3,591,532 | Aptar Pharma | | 2020 | | 570,544 | | — | | 1,756,116 | | 288,187 | | — | | 49,245 | | 2,664,092 | Marc Prieur(6) President, Aptar Beauty | | 2022 | | 603,011 | | — | | 1,170,585 | | 734,272 | | 127,265 | | 12,094 | | 2,647,227 | President, Aptar Beauty (segment change January 1, 2023) | | 2021 | | 598,635 | | — | | 2,003,711 | | 800,626 | | 128,777 | | 11,220 | | 3,542,969 | | | 2020 | | 568,757 | | — | | 1,767,645 | | 40,985 | | 119,317 | | 20,924 | | 2,517,628 | Xiangwei Gong | | 2022 | | 494,647 | | — | | 1,207,463 | | 305,529 | | 31,247 | | 275,571 | | 2,314,457 | President, Aptar Asia | | 2021 | | 478,000 | | — | | 970,046 | | 569,322 | | 106,503 | | 325,289 | | 2,449,160 | | | 2020 | | 464,000 | | — | | 1,561,666 | | 73,924 | | 132,373 | | 383,214 | | 2,615,177 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Changes in | | | | | | | | | | | | | | | | | Pension Value | | | | | | | | | | | | | | | | | and | | | | | | | | | | | | | | | | | Nonqualified | | | | | | | | | | | | | | | Non‑Equity | | Deferred | | | | | | | | | | | | | Stock | | Incentive Plan | | Compensation | | All Other | | | | | | | Salary | | Bonus | | Awards | | Compensation | | Earnings | | Compensation | | Total | Name and Principal Position | | Year | | ($) | | ($) | | ($)(1) | | ($)(2) | | ($)(3) | | ($)(4) | | ($) | Stephan B. Tanda | | 2021 | | 1,118,500 | | — | | 6,940,397 | | 1,021,470 | | 234,245 | | 64,871 | | 9,379,483 | President and | | 2020 | | 1,105,000 | | — | | 4,929,983 | | 148,280 | | 763,195 | | 72,364 | | 7,018,822 | Chief Executive Officer | | 2019 | | 1,071,200 | | — | | 4,577,547 | | 484,976 | | 773,896 | | 1,540,290 | | 8,447,909 | Robert W. Kuhn | | 2021 | | 645,000 | | — | | 1,996,637 | | 417,381 | | 102,032 | | 28,037 | | 3,189,087 | Executive Vice President | | 2020 | | 624,000 | | — | | 1,416,049 | | 61,891 | | 669,345 | | 22,856 | | 2,794,141 | and Chief Financial Officer | | 2019 | | 600,246 | | — | | 2,101,520 | | 200,864 | | 745,315 | | 21,612 | | 3,669,557 | Gael Touya(5) | | 2021 | | 607,043 | | — | | 1,320,041 | | 251,324 | | 853,015 | | 560,109 | | 3,591,532 | President, | | 2020 | | 570,544 | | — | | 1,756,116 | | 288,187 | | — | | 49,245 | | 2,664,092 | Aptar Pharma | | 2019 | | 523,966 | | — | | 1,143,546 | | 271,009 | | 1,335,794 | | 36,379 | | 3,310,694 | Marc Prieur(6) | | 2021 | | 598,635 | | — | | 2,003,711 | | 800,626 | | 128,777 | | 11,220 | | 3,542,969 | President, Aptar Beauty + Home | | 2020 | | 568,757 | | — | | 1,767,645 | | 40,985 | | 119,317 | | 20,924 | | 2,517,628 | Xiangwei Gong | | 2021 | | 478,000 | | — | | 970,046 | | 569,322 | | 106,503 | | 325,289 | | 2,449,160 | President, Aptar Asia | | 2020 | | 464,000 | | — | | 1,561,666 | | 73,924 | | 132,373 | | 383,214 | | 2,615,177 | | | 2019 | | 450,000 | | — | | 787,500 | | 106,313 | | 45,639 | | 179,537 | | 1,568,989 |
| (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 annual performance incentive (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 Ms. Gong with respect to the 2022 performance is included in the table below. The number of RSUs granted was determined by dividing the amount of the annual performance incentive taken in RSUs and the additional 20% on that amount by the market price of our common stock on February 25, 2022,24, 2023, discounted for dividends not received during the vesting period. |
| | | | | | | | | | | | | | | | | | | | | | | 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 | | $ | 823,104 | / | 7,443 | | $ | 164,621 | / | 1,489 | | $ | 987,725 | / | 8,932 | Kuhn | | $ | 349,858 | / | 3,164 | | $ | 69,972 | / | 633 | | $ | 419,830 | / | 3,797 | Gong | | $ | 203,686 | / | 1,842 | | $ | 40,737 | / | 368 | | $ | 244,423 | / | 2,210 |
Stock Award compensation also includes a one-time RSU grant equal to 15% of the 2020 STI target, as described in the Compensation Discussion and Analysis. |
