Document

DEF 14A 1 atr-20210505xdef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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AptarGroup, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

When?	Where?	Who?

9:00 a.m. CDT on Wednesday, May 5, 2021	Live webcast online at www.virtualshareholdermeeting.com/ATR2021	Stockholders of Record as of March 12, 2021

To Our Stockholders:

It is my pleasure to invite you to attend our annual meeting of stockholders of AptarGroup, Inc. (“Aptar”) on May 5, 2021. At the meeting, we will review Aptar’s performance for fiscal year 2020 and vote on the following matters:


Proposal	Board recommendation	For more information
1. To elect the four director nominees named in the proxy statement to terms of office expiring at the annual meeting in 2024	FOR all of the nominees named in the proxy statement for election to the Board of Directors	Page 7
2. To approve, on an advisory basis, Aptar’s executive compensation	FOR the resolution to approve executive compensation	Page 23
3. To ratify the appointment of the independent registered public accounting firm for 2021	FOR the ratification of the appointment of the independent registered public accounting firm for 2021	Page 24

We will also transact any other business that is properly raised at the meeting or any postponements or adjournments of the meeting.

Information Regarding Attending the Annual Meeting:

In light of public health concerns regarding the COVID-19 pandemic, the Board of Directors has determined that it is prudent that this year's annual meeting be held in a virtual-only format via live audio webcast. You may attend the virtual annual meeting at www.virtualshareholdermeeting.com/ATR2021. To participate in the annual meeting, you will need the 16-digit control number that appears on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials. Refer to the "Frequently Asked Questions" section of the proxy statement for detailed procedures regarding attending, submitting questions and voting at the virtual annual meeting.

A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours for ten days prior to the meeting for any purpose germane to the meeting at Aptar's corporate headquarters at 265 Exchange Drive, Suite 100, Crystal Lake, Illinois 60014. The stockholder list will also be available during the meeting at www.virtualshareholdermeeting.com/ATR2021.

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Your Vote Is Important:

The vote of each stockholder is important to us. Whether or not you expect to attend the virtual annual meeting, I urge you to vote by the Internet or by telephone as soon as possible. If you received a printed copy of the proxy materials, you may also complete, sign and date your proxy card and return it in the envelope that was included with the printed materials.



Internet (Preferred Voting Method)	Telephone	Mail
www.proxyvote.com	1-800-690-6903 up until 11:59 pm Eastern Time, on May 4, 2021	Mark, sign and date your proxy card and return it in the pre-addressed postage paid envelope we have provided or return it to:
up until 11:59 pm Eastern Time, on May 4, 2021		Vote Processing, c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

We look forward to your attendance at the virtual annual meeting on May 5, 2021 and addressing your questions and comments.


			Sincerely,
			/s/ Kimberly Y. Chainey
			Kimberly Y. Chainey Executive Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 5, 2021: The Proxy Statement and the 2020 Annual Report/Form 10‑K are available at www.proxyvote.com.

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TABLE OF CONTENTS
			Page

PROXY SUMMARY			1
PROPOSAL 1—ELECTION OF DIRECTORS			7
Nominees for Election			8
Directors Whose Present Terms Continue			10
Corporate Governance			11
Board Meeting Attendance			19
Board Compensation			21
PROPOSAL 2—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			23
PROPOSAL 3 —RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021			24
Independent Registered Public Accounting Firm Fees			24
EXECUTIVE OFFICER COMPENSATION			26
Compensation Discussion and Analysis			26
Compensation Committee Report			41
20 20 Summary Compensation Table			43
20 20 Grants of Plan-Based Awards			45
20 20 Outstanding Equity Awards at Fiscal Year-End			47
20 20 Option Exercises and Stock Vested			48
Employment Agreements			48
Pension Benefits			51
Potential Payments upon Termination of Employment			53
CEO Pay Ratio			56
EQUITY COMPENSATION PLAN INFORMATION			58
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT			59
TRANSACTIONS WITH RELATED PERSONS			61
DELINQUENT SECTION 16(a) REPORTS			62
AUDIT COMMITTEE REPORT			63
OTHER MATTERS			64
Proxy Solicitation			64
Annual Report/Form 10-K			64
Stockholder Proposals and Nominations			64
FREQUENTLY ASKED QUESTIONS			65
Why is the annual meeting being held in virtual-only format this year?			65
How do I attend?			65
Who is entitled to vote?			65
May stockholders ask questions at the virtual annual meeting?			65
What if I have technical difficulties or trouble accessing the virtual annual meeting?			66
What am I voting on and how does the Board of Directors recommend I vote on the proposals?			66
How do I vote?			67
What is a quorum?			67
How are shares in a 401(k) plan voted?			67
How are shares held in a broker account voted?			67
How many votes are required to approve each proposal?			68
Who will count the votes?			68
How can I help reduce the environmental impact of the annual meeting?			68

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PROXY SUMMARY


This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.	2021 Annual Meeting of Stockholders Information
	Date and Time:	Wednesday, May 5, 2021 at 9:00 a.m. CDT
	Location:	Live webcast online at www.virtualshareholdermeeting.com/ATR2021
	Record Date:	March 12, 2021

Our commitment to the environment and cost reduction

AptarGroup, Inc. (“Aptar” or “Company”) is pleased to take advantage of the Securities and Exchange Commission ("SEC") rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our annual meeting. On March 26, 2021, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our proxy statement and annual report and vote online. On the same date, we mailed to all other stockholders a copy of the proxy statement and annual report by mail unless they have elected to receive the annual meeting materials over the Internet.


Help us “go green” and reduce costs. For those stockholders who are still receiving paper copies of our proxy statement and annual report, please consider requesting electronic delivery or a Notice which will reduce the amount of paper materials needed to conduct our annual meeting. You may do so by contacting your broker, visiting www.proxyvote.com or emailing us at investorrelations@aptar.com.

Our Director Nominees

Name and Primary or Former Occupation

Age

Director
Since

Independent

Audit Committee

Management
Development and
Compensation Committee

Corporate Governance Committee

Andreas C. Kramvis Operating Partner at AEA Investors

2014

✔

Maritza Gomez Montiel Former Deloitte LLP executive

2015

✔

Jesse Wu Advisor to private equity firms

2018

✔

Ralf K. Wunderlich Consultant and senior advisor to private equity firms

2009

✔


			Committee Chairperson						Member


			2021 Proxy Statement			1

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Our Business Highlights

We continue to perform well against peers and deliver strong shareholder returns.


TOTAL SHAREHOLDER RETURNS (TSR) TSR (DIVIDENDS REINVESTED)


	AptarGroup	S&P 500 Index	S&P 400 Index	Peer Group

Dec-15	100	100	100	100
Dec-16	102.76	111.96	120.74	112.13
Dec-17	122.62	136.40	140.35	138.44
Dec-18	135.55	130.42	124.80	126.46
Dec-19	168.72	171.49	157.49	155.41
Dec-20	202.25	203.04	179.00	190.88

In 2020, we achieved the following financial and operational metrics.


$2.9 billion Record Reported Sales	$214 million Annual net income	$3.21 Annual diluted earnings per share
$570 million Record Annual Cash Flow from Operations	(27%) and (30%) Reduction in Total Recordable Incident Rate (TRIR), and Lost Time Frequency Rate (LTFR), respectfully, from the prior year	27th year 27th consecutive year of paying an increased aggregate annual dividend amount

________________________________________

Forward-Looking Statements

This proxy statement contains forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on our beliefs as well as assumptions made by and information currently available to us. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “potential” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Our actual results or other events may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment. For additional information on these and other risks and uncertainties, please see our filings with the SEC, including the discussion under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K and Form 10-Qs. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


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Our Corporate Governance Facts


✔	Independent directors meet regularly in executive session.	✔	Annual “Say-on-Pay Vote” on executive compensation
✔	Prohibition on directors and executive officers from hedging or pledging stock	✔	Annual Board and Committee self-evaluations
✔	Majority voting for directors and director resignation policy in uncontested elections	✔	Director age limits
✔	Stock ownership requirements for directors and executive officers	✔	Separate independent Chairman & CEO

Our directors exhibit an effective mix of diversity, experience and perspective


INDEPENDENCE	TENURE	GENDER DIVERSITY


			2021 Proxy Statement			3

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Our Executive Compensation Philosophy and Objectives


OUR PHILOSOPHY						We believe the following factors are supportive of our compensation objectives:

Our compensation philosophy is designed to fairly reward our executives for growing our business and increasing value for stockholders, and to retain our experienced management team.						✔ Significant amount of pay that is performance-based and/or at-risk, with emphasis on performance-based pay to reward short- and long-term performance measured against pre-established objectives and a substantial amount provided in equity;

						✔ Stock ownership guidelines, limits on executive officer stock trading and prohibition of hedging or pledging Aptar equity securities;

						✔ Employment and change‑in‑control agreements that are designed to be competitive in markets in which we compete for executive talent;

						✔ Absence of tax gross‑up agreements with named executive officers, other than those related to relocation benefits or expatriate assignments;

						✔ Use of an independent compensation consultant; and

						✔ Limited perquisites other than common perquisites provided in the context of expatriate assignments or related to relocation.


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Environmental, Social and Governance Enhancements

We are committed to advancing a more sustainable and equitable consumer economy that yields benefits for all.


Our Belief System:

We believe lives should be enriched from having worked for and with Aptar.	We believe that 100 percent of all plastic packaging should be recycled.	We believe the packaging industry must be circular, with repeatable and positive effects on people, the planet and products.

In 2020, we achieved the following corporate social responsibility benchmarks.


Top 100 Most Responsible Named one of "America's Most Responsible Companies 2021" by Newsweek and is ranked in the top 100 among 400 U.S. companies.	Top 100 Most Sustainable Named one of the "Top 100 Most Sustainable U.S. Companies" by Barron's as part of their 2019 ranking.	United Nations Global Compact Joined the United Nations (UN) Global Compact, the world's largest citizenship initiative, which focuses on universal principles in the areas of human rights, labor, environment and anti-corruption.
Gender and Diversity KPI Alliance Joined the Gender and Diversity KPI Alliance, whose aim is the adoption and use of a set of Key Performance Indicators to measure gender and diversity in their companies and organizations.	ISS Prime Status In December of 2020 we were upgraded to Prime status with ISS ESG, one of the leading rating agencies for sustainable investments.	CDP "A" List Of the 5,800+ companies that disclose environmental metrics through the CDP, Aptar is among the 270 companies awarded an A score for Climate Change and also named a Superior Engagement Leader.
Partnering with CARE Furthering women's education and economic empowerment. Early sponsor of the Fast + Fair COVID-19 Vaccine Response Campaign.	Gender Diversity Index ETF (SHE) Aptar is included in the SPDR® SSGA Gender Diversity Index ETF (SHE) which invests in companies that rank among the highest in gender diversity within senior leadership.	Eco-efficient Operations At year-end 2020, approximately 85% of our global electricity consumption is coming from renewable sources: 53% of Aptar sites were certified as "Landfill Free" through our internal program and globally we re-used or recycled more than 75% of all operational wastes.

Several publications have recognized Aptar as a sustainable and responsible global company. Aptar was named in the top 100 of the “Most Sustainable U.S. Companies” three years in a row by Barron’s, in the top 100 of “America's Most Responsible Companies 2020 and 2021” by Newsweek and one of the “Most Responsible Companies in France” by Le Point.

Through our efforts to make our company healthier, safer and more sustainable, we achieved several important milestones. Aptar was recognized for leadership in corporate sustainability by the global environmental non-profit CDP, securing a place on its prestigious ‘A List’ for tackling climate change and Aptar was named a Supplier Engagement Leader. We also received Prime status in December 2020 by ISS ESG, one of the world’s leading rating agencies for sustainable investments. Aptar is pleased to join the United Nations (UN) Global Compact, which focuses on universal principles in the areas of human rights, labor, environment and anti-corruption.


			2021 Proxy Statement			5

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In 2020, we published our sixth annual Sustainability Report using the GRI framework and served as active members of the Ellen MacArthur Foundation’s New Plastics Economy, the World Business Council for Sustainable Development and the CE100 Network. We continue to partner with TerraCycle’s® Loop platform on refillable and reusable products and with PureCycle TechnologiesSM, a company that separates color, odor and contaminants from plastic waste feedstock to transform it into ultra-pure recycled polypropylene.

At year-end 2020, 53% of our sites were Landfill Free certified, with verification by an independent third party, through our grassroots internal program. By focusing on reuse and recycling, we avoided disposal of more than 75% of wastes from our operations globally. We also significantly surpassed our renewable energy target, with approximately 85% of our global electricity consumption now coming from renewable sources.

This year we continued to progress our behavior-based employee safety program and surpassed our targets, reducing our Total Recordable Incident Rate (TRIR) by 27% and Lost Time Frequency Rate (LTFR) by 30% from year-end 2019.

We are proud to join the Gender and Diversity KPI Alliance, a group of diversity and inclusion advocates and more than 50 corporate leaders, to support the use of key performance indicators (KPIs) or high-level internal measurements that provide an overview of the diversity of our workforce and allow us to evaluate results, not efforts. To this end, we remain committed to the following diversity goal: by 2025, at least 30% of all Aptar leaders at the Vice President level and above will be women. At year-end 2020, women comprised 37% of the global employee population and 18% at senior leadership levels.

Throughout the year, our employees also supported the communities where we live and work through volunteering and financial support, including donations of PPE, sanitizers, cleaning solution and monetary donations related to COVID-19.

In February of this year, we announced that we have teamed with CARE, a remarkable organization that works around the globe to save lives, defeat poverty and achieve social justice. Through our newly announced, on-going partnership, Aptar will support CARE’s mission, including education programming, women’s economic empowerment efforts and CARE’s Crisis Response Campaign, by sponsoring the Fast + Fair COVID-19 Vaccine Response Campaign this year. CARE’s mission aligns with our purpose, values and mission to further diversity and inclusion, empower women and to support the communities where we live and work, along with global communities who are the most marginalized and the most in need.


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PROPOSAL 1—ELECTION OF DIRECTORS

The Board of Directors is currently comprised of ten members divided into three classes, with one class of directors elected each year for a three year term. The Board of Directors proposes the following nominees, all of whom are currently serving as directors, to be elected to a term expiring at the 2024 annual meeting.

If any of the director nominees is unable or fails to stand for election, the persons named in the proxy intend to vote for a substitute nominee nominated by the Corporate Governance Committee of the Board of Directors.

We believe all of the members of the Board of Directors are individuals of outstanding character and sound judgment that have the business experience and acumen necessary to work together effectively and to make valuable contributions to the Board of Directors and management. As a U.S.‑based company with significant international operations, particularly in Europe, we seek to maintain a balanced Board consisting of directors that are U.S. citizens and directors that are citizens from countries other than the U.S. Additionally, we value the following attributes: operating experience in packaging or packaging-related businesses; skill sets which may include experience in finance, strategic planning, marketing, pharmaceutical products and manufacturing; diversity, including a mix of genders and multi‑cultural viewpoints; and previous board of directors experience. Aptar was recognized by the Women’s Forum of New York as a “Corporate Champion” for gender diversity in the boardroom. Currently, our Audit, Management Development and Compensation, and Corporate Governance Committees are all chaired by women.

Set forth below is biographical and other background information concerning each director nominee and each continuing director. This information includes each person’s principal occupation as well as a discussion of the specific experience, qualifications, attributes and skills of each person that led to the Board of Directors’ conclusion that he or she should continue to serve as a director. In addition, set forth below is the year during which each person began serving on the Board of Directors and his or her age.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING NOMINEES FOR DIRECTOR.


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NOMINEES FOR ELECTION AT THIS MEETING TO TERMS EXPIRING 2024


ANDREAS C. KRAMVIS
						Mr. Kramvis is an operating partner at AEA Investors (a private equity firm). Mr. Kramvis was Vice Chairman of Honeywell International (a multi‑industry company with presence in Aerospace, Automation and Controls, Chemicals and Automotive Industries) from April 2014 to February 2017. From 2008 to 2014, Mr. Kramvis was President and Chief Executive Officer of the Honeywell Performance Materials and Technologies group (a developer of processes and chemicals for oil refining, petrochemicals and a variety of high-purity, high-quality performance chemicals and materials). Mr. Kramvis is also a director of several privately-held companies. From 2014 to 2019, Mr. Kramvis was a director of Axalta Coating Systems Ltd. (a NYSE-listed developer, manufacturer and seller of liquid and powder coatings). The Board of Directors concluded that Mr. Kramvis should continue to serve as a director of Aptar in part due to his experience from holding senior executive positions at Honeywell, as well as his management of several companies with global businesses across five different industries. This experience has also led the Board to determine that Mr. Kramvis is an “audit committee financial expert” as defined by the SEC.
Director since: 2014 Age 68


MARITZA GOMEZ MONTIEL
						Ms. Montiel served as Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP from 2011 through her retirement in May 2014. During Ms. Montiel’s tenure at Deloitte, she was the Advisory Partner for many engagements in which Deloitte was the principal auditor. Ms. Montiel has over 30 years of experience in leading and performing audits of various entities. Ms. Montiel is a director of McCormick & Company, Inc. (a NYSE-listed spice, herb and flavoring manufacturer); Royal Caribbean Cruises Ltd. (a NYSE-listed global cruise company) and Comcast Corporation (a Nasdaq-listed telecommunications company). The Board of Directors concluded that Ms. Montiel should continue to serve as a director of Aptar due to her experience from holding senior management positions in a global accounting and consulting firm, and her years of experience in leading and performing audit engagements. This experience has also led the Board to determine that Ms. Montiel is an “audit committee financial expert” as defined by the SEC.
Director since: 2015 Age 69


JESSE WU
						Mr. Wu is an advisor to private equity firms. From 2003 through 2016, Mr. Wu held senior leadership roles at Johnson & Johnson (multinational medical devices, pharmaceutical and consumer packaged goods manufacturing company) including Chairman of Johnson & Johnson China and Worldwide Chairman of the company’s Consumer Healthcare Group. Mr. Wu was a director of The a2 Milk Company Limited (an ASX- and NZX-listed company that markets a2 milk and infant nutritional products globally) from May 2017 to February 2021, Shanghai Kehua Bio‑Engineering Co. Ltd. (a SZSE-listed manufacturer of in vitro diagnostic products) from May 2017 to June 2020, and Li‑Ning Company Limited (an HKSE-listed athletic shoes and sporting goods company) from August 2015 to March 2018. The Board of Directors concluded that Mr. Wu should continue to serve as a director of Aptar due to his knowledge of and background in consumer products and his international experience, including his extensive experience working in China.
Director since: 2018 Age 64


RALF K. WUNDERLICH
						Mr. Wunderlich is an independent consultant and a senior advisor to private equity firms. He is an advisor to the Board of Elif Packaging (a flexible packaging solution supplier), and a non-executive director for the Shepherd Building Group (privately owned, UK based portable buildings and construction business). He is currently a director of Essentra PLC (a LSE-listed supplier of plastic and fibre products) and Huhtamaki Oyj (a Nasdaq Helsinki-listed global food packaging company). He is a former member of Amcor Limited’s Global Executive Team and former President of the business group Amcor Flexibles Asia Pacific (packaging solutions). Mr. Wunderlich also formerly served as a Director of LINPAC Group and AMVIG Group. The Board of Directors concluded that Mr. Wunderlich should continue to serve as a director of Aptar in part due to his senior executive positions at leading global packaging companies, his knowledge of and background in the packaging industry and his international experience in working with and from various European, American and Asian countries.
Director since: 2009 Age 54


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DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2022


GIOVANNA KAMPOURI MONNAS
						Ms. Kampouri Monnas is an advisor and serves on the boards of several global companies. Effective February 2021 she is a member of the Board of Directors and Chair of the Governance Committee for the Hellenic Corporation of Assets and Participations S.A. (HCAP), the enterprise which oversees all Greek state owned companies, services and assets. As of 2019, she was Chairman of Exea Ventures BV in the Netherlands, a global family investment company with diverse holdings in fragrances, fashion, skin care, real estate and venture funds, which was recently relocated to Spain. Since 2006, Ms. Kampouri Monnas is also a director of Puig S.L. (a fashion, fragrance, cosmetics and skincare business). From 2006 to 2018, Ms. Kampouri Monnas was a member of the Supervisory board and Chairman of the Compensation Committee of Randstad Holding NV (the global world leader in the HR services industry, based in Amsterdam). From 2015 to 2018, Ms. Kampouri Monnas was a director of Imerys S.A. (a Euronext-listed producer of industrial minerals, based in France), while from 2005 to 2009 she was director of TNT BV. Her final executive role was President of Benckiser International, the German company that later was divided into Reckitt-Benckiser and Coty Inc. The Board of Directors concluded that Ms. Kampouri Monnas should continue to serve as a director of Aptar in part due to her senior leadership positions in leading global consumer goods companies, The Procter & Gamble Company and Joh. Benckiser GmbH, her expertise in the fragrance and cosmetic markets, which are particularly important to Aptar, and her global marketing experience.
Director since: 2010 Age 65


ISABEL MAREY-SEMPER
						Ms. Marey-Semper was a member of the Executive Committee of L’Oréal S.A. (personal care company and world’s largest cosmetic company), in charge of Communications and Public Affairs, from July 2015 to December 2017. Prior to this, Ms. Marey-Semper served from 2011 to 2015 as Vice President and Head, Advanced Research at L’Oréal. Prior to joining L’Oréal, Ms. Marey-Semper served in executive positions at established industrial companies such as Compagnie de Saint Gobain S.A. (a Euronext-listed French multinational manufacturer and distributor of building materials) and Stellantis, (formerly Group PSA Peugeot Citroën, a Euronext-listed French multinational manufacturer of automobiles and motorcycles). Ms. Marey-Semper is a director of the Imagine Institute (institute for medical research and treatment of genetic diseases), the Inria Foundation (research foundation dedicated to digital science and technology) and Damae Medical (a medical company focused on diagnosing skin tumors without the need for a biopsy). Ms. Marey-Semper was a director of Rexel (a Euronext listed French distributor of electrical supplies) from 2014 to 2016. The Board of Directors concluded that Ms. Marey-Semper should continue to serve as a director of Aptar in part due to her experience from holding senior executive positions at L’Oréal, as well as other established companies, and her diverse and comprehensive experience in research, strategy, transformative programs, and finance.
Director since: 2019 Age 53


STEPHAN B. TANDA
						Mr. Tanda became President and Chief Executive Officer of Aptar on February 1, 2017. Prior to this, Mr. Tanda served from 2007 until 2017 as an Executive Managing Board Director at Royal DSM NV (leading global supplier of ingredients and material solutions for the food, dietary supplement, personal care, medical device, automotive, paint, electronic and bio-material markets), where he was responsible for DSM’s Nutrition and Pharma activities, as well as DSM’s presence in the Americas and various corporate duties. Mr. Tanda is a director of Ingredion Incorporated (a NYSE-listed global supplier of high-quality food and industrial ingredient solutions). Mr. Tanda was a director of Patheon NV (formerly a NYSE-listed company that provided pharmaceutical development and manufacturing services) from March 2016 until the company was sold to Thermo Fisher Scientific in August 2017. The Board of Directors concluded that Mr. Tanda should continue to serve as a director of Aptar due in part to his role as President and Chief Executive Officer, his extensive global experience leading and building successful business-to-business organizations in several markets currently served by Aptar, as well as his transaction and integration experience.
Director since: 2017 Age 55

DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2023


GEORGE L. FOTIADES
						Mr. Fotiades has been Chairman of the Board since 2018. Mr. Fotiades has been President and CEO of Cantel Medical Corp. (NYSE-listed manufacturer of infection prevention and control products) ("Cantel") since March 2019. He was Operating Partner at Five Arrows Capital Partners (Rothschild Merchant Banking) from April 2017 until March 2019. From 2007 through April 2017, he was Chairman and Operating Partner of Healthcare Investments at Diamond Castle Holdings LLC (private equity investing). He is a director of the following NYSE-listed companies: Prologis, Inc. (integrated distribution facilities and services) and Cantel Medical Corp. In January 2021, Cantel and STERIS plc signed a definitive agreement pursuant to which STERIS plc will acquire Cantel. The Board of Directors concluded that Mr. Fotiades should continue to serve as a director of Aptar due to his extensive experience from previously held senior executive positions at leading healthcare and consumer product companies including Cardinal Health, Inc., Catalent Pharma Solutions, the former Warner-Lambert’s Consumer Health Products Group (now part of Johnson & Johnson) and Bristol-Myers Squibb’s Consumer Products, Japan division. The Board also considered his present and past board level experience with global organizations.
Director since: 2011 Age 67


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B. CRAIG OWENS
						Mr. Owens was the Chief Financial Officer and Chief Administrative Officer of Campbell Soup Company (global producer and seller of canned soups and related products) from 2008 through 2014. Mr. Owens is a director of Crown Holdings, Inc. (a NYSE-listed designer, manufacturer and seller of packaging products and equipment for consumer goods and industrial products). He is a former director of Dean Foods Company (a U.S. food and beverage company) and a former director of J. C. Penney Company, Inc. (a U.S. department store chain). The Board of Directors concluded that Mr. Owens should continue to serve as a director of Aptar due to his extensive experience in the consumer food and beverage industries, which is particularly relevant for Aptar’s Food + Beverage business, as well as his significant expertise in financial reporting, accounting, corporate finance and capital markets. This experience has also led the Board to determine that Mr. Owens is an “audit committee financial expert” as defined by the SEC.
Director since: 2018 Age 66


DR. JOANNE C. SMITH
						Dr. Smith is a physician at the Shirley Ryan AbilityLab (formerly the Rehabilitation Institute of Chicago) and became the Shirley Ryan AbilityLab’s President and Chief Executive Officer in 2006. Dr. Smith is a director of Performance Health, Inc. (rehabilitation and wellness products manufacturer). From 2003 to 2015, Dr. Smith was a director of Hill‑Rom, Inc. (a NYSE-listed healthcare and medical technology, formerly Hillenbrand Industries). The Board of Directors concluded that Dr. Smith should continue to serve as a director of Aptar in part due to her executive background as President and Chief Executive Officer of a leading research and healthcare rehabilitation organization, her public company director experience, her knowledge of and background in the healthcare and medical technology industry, which is particularly relevant for Aptar’s Pharma business, and her strategic planning, operations and senior management experience.
Director since: 1999 Age 60


10			2021 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE

Aptar’s corporate governance documents are available through the Corporate Governance link on the Investor Relations page of the Aptar website at: investors.aptar.com, and include the following:


Corporate Governance Documents

			Corporate Governance Principles


			Code of Conduct


			Director Independence Standards


			Board Committee Charters

The information provided on our website is not part of this proxy statement and is therefore not incorporated herein by reference.

Corporate Governance Principles

The Board has adopted a set of Corporate Governance Principles to provide guidelines for Aptar and the Board to promote effective corporate governance. The Corporate Governance Committee is responsible for overseeing and reviewing the Corporate Governance Principles and recommending any changes to the Board. The Corporate Governance Principles cover topics including, but not limited to:


			2021 Proxy Statement			11

Table of Contents

Code of Conduct

Ethical business conduct is a shared value of our Board, management and employees. Aptar’s Code of Conduct applies to our Board as well as our employees and officers, including our principal executive officer and our principal financial and accounting officer. The Code of Conduct summarizes the long‑standing principles of conduct that Aptar follows to ensure that business is conducted with integrity and in compliance with the law, including, but not limited to:


Code of Conduct

			Conflicts of interest and fair dealing


			Disclosure obligations


			Confidentiality obligations


			Prohibition of insider trading


			Compliance with all laws, rules and regulations


			Confidential, anonymous submission of concerns

Aptar encourages all employees, officers and directors to promptly report any violations of the Code of Conduct to the appropriate persons identified in the Code of Conduct. In the event that an amendment to, or a waiver from, a provision of the Code of Conduct that applies to any of our directors or executive officers is necessary, Aptar intends to post such information on its website as and when required by the SEC and the New York Stock Exchange (“NYSE”).

Sustainability

Aptar is committed to economic, social and environmental sustainability. Our sustainability report can be found on the Sustainability page of the Aptar website at www.aptar.com.

Policy Against Hedging and Pledging

Our Board has adopted a policy that prohibits executive officers and directors, and discourages employees, from engaging in hedging or pledging transactions involving any equity security of Aptar.

Human Capital

Our key human capital management objectives are to attract, retain and develop the highest quality talent. To support these objectives, our human resources programs are designed to develop talent to prepare them for critical roles and leadership positions for the future; reward and support employees through competitive pay, benefit, and incentive programs; enhance our culture through efforts aimed at making the workplace more engaging and inclusive; acquire talent and facilitate internal talent mobility to create a high-performing, diverse workforce; and evolve and invest in technology, tools, and resources to enable employees at work.

Diversity & Inclusion

At AptarG