Independent
Tenure on this board
8.1 yrs
Also a director at
Prologis Inc (PLD)
4 nominees · 3 ballot items.
Elect four directors to three-year terms expiring in 2029; approve, on an advisory basis, the Company’s executive compensation (say-on-pay); and ratify PricewaterhouseCoopers LLP as Aptar’s independent registered public accounting firm for 2026.
Election of four director nominees (George L. Fotiades, Candace Matthews, B. Craig Owens, and Julie Xing) to serve until the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of Aptar’s Named Executive Officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the disclosed compensation of Aptar’s Named Executive Officers (NEOs) as presented in the Compensation Discussion and Analysis and related disclosures. Management seeks investor endorsement of its pay philosophy, which emphasizes competitive, performance-based compensation with a significant portion delivered in equity (PRSUs, RSUs and options) and multi-year vesting to align management incentives with long-term stockholder value and retention. The proxy materials explain that annual STI awards are tied to STI Adjusted EBITDA, core sales growth and an optimization initiative metric, while long-term PRSUs are based on Adjusted ROIC with a TSR modifier, demonstrating a linkage between pay outcomes and multi-year operational and shareholder-return performance. The Board frames the advisory vote as a key feedback mechanism — while non-binding, the Board will consider the outcome when setting future compensation and notes historical strong shareholder support for its executive compensation practices. The CD&A also discloses recent CEO succession and transition arrangements (appointment of Gael Touya as CEO effective September 1, 2026 and related employment terms), which are material context for evaluating 2025 compensation and future pay decisions. Management argues that program features (independent compensation consultant, clawback policy, stock ownership guidelines, and no broad tax gross-ups) mitigate excessive risk-taking and align interests with investors. A vote FOR therefore endorses the Committee’s view that pay design and levels are appropriate given peer benchmarking, company strategy and retention needs; a vote AGAINST or low support would signal significant investor concern and likely prompt further engagement and potential program changes. Given the advisory nature, implementation of any changes would be at the Board’s discretion, but historical support levels (high prior-year approval) reduce the near-term expectation of major compensation plan changes. For a sophisticated assessment, one should weigh the disclosed performance metrics, the significant weight of equity and PRSU structure, the CEO transition-related arrangements and the company’s historic shareholder support record in determining whether the program sufficiently aligns pay and performance.
Ratify the Audit Committee’s appointment of PwC as Aptar’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.9% | 3,767,772 | $475M |
| 2 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 5.7% | 3,663,253 | $462M |
| 3 | BlackRock, Inc. | 5.4% | 3,435,653 | $433M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,885,297 | $364M |
| 5 | STATE STREET CORP | 4.4% | 2,784,539 | $351M |
| 6 | MORGAN STANLEY | 3.6% | 2,315,165 | $292M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 3.6% | 2,285,284 | $288M |
| 8 | BlackRock, Inc. | 2.9% | 1,864,176 | $235M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 1,447,474 | $182M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.1% | 1,353,059 | $171M |
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