Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “compensation actually paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO NEOs, as noted below. “Compensation actually paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Management Development and Compensation Committee views annual compensation decisions, as discussed in the Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs and PRSUs which remain subject to forfeiture if the vesting conditions are not satisfied.
| · · Pay Versus Performance · |
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| · · · · · · Average · · · · Value of Initial · · · · · |
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| · · · · · · Summary · · · · Fixed $100 · · · · · |
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| · · · · · · Compensation · · Average · · Investment Based · · · · · |
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| · · · · · · Table · · Compensation · · On: (5) · · · · · |
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| | | | | | | Total for | | Actually | | | | Peer | | | | | |
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| | | Summary | | | | Non-PEO | | Paid to Non- | | | | Group | | NET | | | |
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| | | Compensation | | Compensation | | Named | | PEO Named | | Total | | Total | | INCOME | | | |
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| | | Table Total | | Actually | | Executive | | Executive | | Shareholder | | Shareholder | | (Amount in | | | |
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| | | for PEO | | Paid to PEO | | Officers | | Officers | | Return | | Return | | Thousands | | | |
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| YeaR(1) | | ($)(2) | | ($)(3) | | ($)(2) | | ($)(4) | | ($) | | ($)(6) | | $) | | ROIC (7) | |
| 2025 | | $10,226,911 | | $661,783 | | $3,049,906 | | $1,358,299 | | $94.84 | | $85.58 | | $392,497 | | 12% | |
| 2024 | | $9,927,457 | | $23,816,563 | | $2,925,686 | | $5,487,136 | | $120.66 | | $87.22 | | $374,178 | | 13% | |
| 2023 | | $8,915,129 | | $12,925,874 | | $3,006,584 | | $3,576,482 | | $93.83 | | $87.19 | | $284,176 | | 11% | |
| 2022 | | $8,840,507 | | $6,887,920 | | $2,820,935 | | $2,345,420 | | $82.38 | | $92.34 | | $239,555 | | 9% | |
| 2021 | | $9,379,483 | | $(2,793,029) | | $3,225,627 | | $58,643 | | $90.46 | | $124.27 | | $243,638 | | 10% | |
| (1) | Stephen B. Tanda served as the Company’s principal executive officer for the entirety of 2021, 2022, 2023, 2024 and 2025 and the Company’s other NEOs for each of 2021, 2022, and 2023 were: Robert W. Kuhn; Gael Touya; Marc Prieur, and Xiangwei Gong. The Company’s other NEOs for 2024 were: Robert W. Kuhn; Gael Touya; Hedi Tlili; and Xiangwei Gong. The Company’s other NEOs for 2025 were Vanessa Kanu; Gael Touya; Hedi Tlili; and Xiangwei Gong. Because Marc Prieur is included in the 2024 and 2025 Summary Compensation Tables on a voluntary basis, he is excluded in the 2024 and 2025 average other NEO information provided in this table. |
| (2) | Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Tanda and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for the applicable year other than the principal executive officer for such years. |
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| 70 | 2026 Proxy Statement | |
| (3) | Amounts reported in this column represent the “compensation actually paid” to Mr. Tanda as the Company’s President and Chief Executive Officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
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| · · PEO |
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| · · · 2025 · · · 2024 · · · 2023 · · · 2022 · · · 2021 |
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| Summary Compensation Table - Total Compensation(a) | | $10,226,911 | | $9,927,457 | | $8,915,129 | | $8,840,507 | | $9,379,483 |
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| - Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(b) | | $(696,184) | | $(353,814) | | $(658,184) | | $— | | $(234,245) |
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| + Service Costs Under Defined Benefit and Actuarial Pension Plans(c) | | $472,998 | | $471,594 | | $471,884 | | $498,229 | | $318,221 |
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| - Grant Date Fair Value of Stock Awards Granted in Fiscal Year(d) | | $(7,778,179) | | $(7,570,044) | | $(6,140,940) | | $(6,836,783) | | $(6,940,397) |
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| + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(e) | | $5,988,251 | | $9,609,600 | | $8,291,981 | | $5,964,982 | | $4,130,528 |
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| + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(f) | | $(6,921,476) | | $10,371,067 | | $1,720,550 | | $(431,121) | | $(9,465,577) |
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| + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(g) | | $— | | $— | | $— | | $— | | $— |
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| + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(h) | | $(630,538) | | $1,360,703 | | $325,454 | | $(127,513) | | $18,958 |
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| - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(i) | | $— | | $— | | $— | | $(1,020,381) | | $— |
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| = Compensation Actually Paid | | $661,783 | | $23,816,563 | | $12,925,874 | | $6,887,920 | | $(2,793,029) |
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| (a) | Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |
| (b) | Represents the aggregate change in the actuarial present value of Mr. Tanda’s accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. |
| (c) | Represents the sum of the actuarial present value of Mr. Tanda’s benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, plus the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the indicated fiscal year that are attributed by the benefit formula to services rendered in prior fiscal years, in each case, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (d) | Represents the aggregate grant date fair value of the stock awards granted to Mr. Tanda during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (e) | Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Tanda’s outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (f) | Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Mr. Tanda as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| (g) | Represents the aggregate fair value at vesting of the stock awards that were granted to Mr. Tanda and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (h) | Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by Mr. Tanda that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (i) | Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Tanda’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
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| 2026 Proxy Statement | 71 |
| (4) | Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Mr. Tanda in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
| · · · · · · · · |
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| · · Other NEOs Average(a) · |
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| · · · 2025 · · · 2024 · · 2023 · · 2022 · · 2021 · |
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| Summary Compensation Table - Total Compensation(b) | | | $3,049,906 | | $2,925,686 | | $3,006,584 | | $2,820,935 | | $3,225,627 | |
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| - Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(b) | | | $(509,180) | | $(208,173) | | $(407,087) | | $(39,628) | | $(297,582) | |
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| + Service Costs Under Defined Benefit and Actuarial Pension Plans(c) | | | $178,279 | | $155,958 | | $143,218 | | $170,457 | | $140,234 | |
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| - Grant Date Fair Value of Stock Awards Granted in Fiscal Year(d) | | | $(1,404,103) | | $(1,412,627) | | $(1,269,063) | | $(1,353,686) | | $(1,572,609) | |
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| + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(e) | | | $1,079,871 | | $1,784,709 | | $1,706,742 | | $1,176,872 | | $957,919 | |
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| + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(f) | | $ | (924,512) | | $1,942,987 | | $409,023 | | $(149,550) | | $(2,393,479) | |
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| + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(g) | | | $— | | $— | | $— | | $— | | $— | |
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| + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(h) | | | $(111,962) | | $298,596 | | $88,797 | | $(54,617) | | $(1,467) | |
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| - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(i) | | | $— | | $— | | $(101,732) | | $(225,363) | | $— | |
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| = Compensation Actually Paid | | | $1,358,299 | | $5,487,136 | | $3,576,482 | | $2,345,420 | | $58,643 | |
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| (a) | Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. |
| (b) | Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. |
| (c) | Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (d) | Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (e) | Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| (f) | Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (g) | Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (h) | Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (5) | Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |
| (6) | The TSR Peer Group consists of the following companies that were included in the Company’s Share Performance Graph in its Annual Report for 2025 and also disclosed in the Compensation Discussion and Analysis above : Albemarle Corporation; Ashland Global Holdings Inc.; Berry Global Group, Inc.; Catalent, Inc.(included until December 17, 2024, when the company was taken private), CCL Industries Inc.; Enovis Corporation; ICU Medical, Inc.; Ingredion Inc.; International Flavors & Fragrances, Inc.; McCormick & Company, Inc.; Perrigo Company plc; Sealed Air Corporation; Sensient Technologies Corporation; Silgan Holdings, Inc.; Sonoco Products Company; |
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| 72 | 2026 Proxy Statement | |
Stericycle, Inc.; STERIS plc; Teleflex Inc. and West Pharmaceutical Services, Inc. Hill-Rom Holdings, Inc. was excluded from the TSR calculations starting in 2021 as they were acquired on December 13, 2021.
| (7) | The Management Development and Compensation Committee determined that ROIC represents the most important financial performance measure to link “compensation actually paid” to our NEOs and Company performance. ROIC is defined as adjusted earnings before interest and taxes at the effective tax rate, divided by average equity plus average debt. |
Relationship Between Pay and Performance
We believe the “compensation actually paid” in each of the years reported above and over the five-year cumulative period are reflective of the Management Development and Compensation Committee’s emphasis on “pay-for-performance” as the “compensation actually paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our 2023, 2024 and 2025 LTI awards. Because of our significant emphasis on equity awards, which represented 72% and 54% of the 2025 target pay of our CEO and the other NEOs (on average), respectively, our “compensation actually paid” is most directly impacted by our stock price performance.
The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link “compensation actually paid” to the NEOs for 2025. Please see the Compensation Discussion & Analysis for further information regarding these measures and how they were used in the 2025 executive compensation program.
| ● | STI Adjusted EBITDA Growth, measured on a Corporate basis for each of the NEOs as well as a segment basis for Messrs. Touya and Prieur and Ms. Gong |
| ● | Core Sales Growth, measured on a Corporate basis for each of the NEOs as well as a segment basis for Messrs. Touya and Prieur and Ms. Gong |
| ● | Corporate Optimization Initiative |
| ● | Adjusted Return on Invested Capital |
| ● | Relative Total Shareholder Return |
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| 2026 Proxy Statement | 73 |
Policies and Practices Regarding Long-Term Incentive Awards
It is the Management Development and Compensation Committee’s practice to generally approve ordinary course annual equity grants at the same time each year on March 15th (or the first business day following March 15th, if such day falls on a weekend), and the proximity of any awards to other significant corporate events is coincidental. The Company may also make grants of LTI awards during other times of the year as it deems appropriate. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the Company time the release of MNPI based on equity grant dates. In 2025, the Company did not grant any stock options to our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC.
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| 74 | 2026 Proxy Statement | |
