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.
BOARD AND GOVERNANCE HIGHLIGHTS
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| | Board Independence | | | | Tenure | | |
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| | | 90%INDEPENDENT | | | | LESS THAN FIVE YEARS | 7 YRAVG. TENURE | |
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| | | MORE THAN FIVE YEARS | | |
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| | Board Diversity | |
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| 2024 Proxy Statement | 3 |
Best Practices
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| Separate independent Chair & CEO | | 100% Independent Audit, Management Development and Compensation, and Corporate Governance Committees | | Director age limits |
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| Directors and executive officers are prohibited from hedging or pledging stock | | | Stock ownership requirements for directors and executive officers | | | Majority voting for directors and director resignation policy in uncontested elections |
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| Annual “Say-on-Pay Vote” on executive compensation | | | Independent directors meet regularly in executive session | | | Annual Board and Committee self-evaluations |
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Our Nominees at a Glance
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| Name and Primary or Former Occupation · Age · DirectorSince · · Independent · Other PublicCompanyBoards · Audit · ManagementDevelopment and Compensation · Corporate Governance |
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| SARAH GLICKMANChief Financial Officer and Principal Accounting Officer for Criteo S.A. | | 54 | | 2023 | | | | 1 | | M | | | | |
| MATT TREROTOLAChief Executive Officer and Chair of the Board of Enovis | | 56 | | 2022 | | | | 1 | | M | | | | C |
| RALF K. WUNDERLICHIndependent Consultant and Senior Advisor to private equity firms | | 57 | | 2009 | | | | 1 | | | | M | | |
| C = Committee Chair; M = Committee Member |
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OUR EXECUTIVE COMPENSATION PHILOSOPHY AND 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 | |
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| | 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 | |
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| Stock ownership guidelines, limits on executive officer stock trading and prohibition of hedging or pledging Aptar equity securities | | Use of an independent compensation consultant | | Limited perquisites other than common perquisites provided in the context of expatriate assignments or related to relocation |
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| 2024 Proxy Statement | 5 |
BUSINESS HIGHLIGHTS
In 2023, our total stockholder return over the past five years lagged slightly behind the S&P 500 Index and the S&P Midcap 400 Index, but was slightly ahead of our peer group.
In 2023, we achieved the following financial and operational metrics.
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| $3.5 billionRecord Reported Annual Sales | 30th year30th consecutive year of paying an increased aggregate annual dividend | $284 millionAnnual Net Income | $4.25Annual Diluted Earnings per Share |
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Forward-Looking StatementsThis proxy statement contains forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and are based on our beliefs as well as assumptions made by and information currently available to us. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “potential,” “are optimistic” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Our actual results or other events may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment. For additional information on these and other risks and uncertainties, please see our filings with the SEC, including the discussion under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K and Forms 10-Q. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.Website InformationThis proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein and does not constitute a part of this proxy statement.
Our Commitment to the Environment, Our Society, and Good Corporate Governance
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| We believe that strong governance and responsible corporate behavior are essential to long-term success. That is why our business practices are based on responsibility and accountability in order to protect the long-term mutual interests of all stakeholders.To that end, we have a profound respect for the environment that drives our goals for lower energy consumption, landfill free facilities and sustainable product designs.We are also taking steps to lead in gender diversity and equity in the workplace, by enabling a diverse workforce and nurturing an inclusive and welcoming culture.Stephan Tanda, Aptar President and CEO | |
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| Circular Economy | | Solutions |
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| We believe that the packaging industry must move beyond the make/use/dispose behaviors of the past and actively work toward, and advocate for, a circular economy. By circulating used plastic and packaging, we keep it in the economy and out of the environment.Collaboration is essential to achieving a more circular economy, so we engage with partners, suppliers and customers who share our vision.Aptar is an active member of the World Business Council for Sustainable Development (WBCSD) and the Ellen MacArthur Foundation’s Circular Economy 100 (CE100) Network. Through the Ellen MacArthur Foundation, we have also signed the New Plastics Economy Global Commitment to address plastic waste and pollution at its source. | | Our product sustainability strategy addresses recyclability and reusability, resin conversion and sustainable design. Much of this work is aligned with that of our partners. We offer a range of products made from post-consumer resin (“PCR”). We are committed to seeking additional opportunities for more sustainable resins and recyclability of our products.Our journey toward an effective and functional circular economy requires intense and deliberate collaborations — across sectors and industries. As system thinkers and change-makers, Aptar is committed to working alongside, and often leading, others on identifying solutions, processes and products that enable us all to move forward together. This is in part why we have partnered with organizations focused on providing more circular pathways for PCR materials. We are actively collaborating with our customers on refillable products. |
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| 2024 Proxy Statement | 7 |
Operations
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| We Are Reducing Our Waste Consumption | | We Are Acting Now on Climate Change |
| We continue to take steps to make our operations more energy efficient and reduce our impact on the environment.We are proud of our grass-roots initiative to certify our operating sites as “landfill free” (“LFF”). Our internal LFF Program was one of our first established operational sustainability programs and was developed based on the Zero Waste International Alliance (ZWIA) protocol. This program recognizes sites that reuse or recycle over 90% of their operational wastes. We use an independent third party to audit the waste management processes in each location and to verify the certification.At year-end 2023, 65% of Aptar facilities had achieved LFF certification and, globally, Aptar avoided sending more than 80% of operational wastes to landfills. We have LFF certified sites in Europe, North America, Latin America and Asia. | | We are committed to Science-Based Targets and to sourcing 100% of our electricity from renewable sources by 2030.In 2020, we formalized our science-based targets, setting a Scope 1 and Scope 2 emissions reduction goal consistent with requirements to keep global warming well below 2° Celsius by year 2030, and a Scope 3 reduction goal consistent with requirements to keep global warming at 2° Celsius by year 2030. We surpassed our original Scope 1 and Scope 2 reduction target within the first year of validation by the Science Based Targets Initiative (“SBTi”). Therefore, in 2022 we began working with SBTi to revise the Scope 1 and Scope 2 target to a more aggressive ambition, and to align it to the requirements to keep global warming at 1.5° Celsius by 2030. This revised target was officially validated by SBTi in March 2023.Aptar’s Scope 3 ambition remains the same, as does our commitment to increase annual sourcing of renewable electricity to 100% by 2030. At year-end 2023 we were sourcing more than 95% of our electricity from renewable sources. Compared to our 2019 baseline, Aptar has made progress cutting emissions, and continues efforts to mitigate climate risks and further the low-carbon economy, as reported by the Company through global environmental non-profit CDP's 2022 climate change and water questionnaires. We believe Aptar is leading on corporate environmental ambition, action and transparency worldwide as proven by our inclusion on the CDP Supplier Engagement Leaderboard for the third consecutive year. | |
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OUR SUSTAINABILITY EFFORTS
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| Memberships* |
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| * This list does not include all Aptar memberships. |
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| Partnerships** |
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| ** This list does not include all Aptar partnerships. |
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| Commitments |
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| 2024 Proxy Statement | 9 |
Diversity, Equity, and Inclusion
We are taking steps to lead in gender diversity and equity in the workplace, by enabling a culturally diverse workforce.
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| Our Board of Directors is comprised of 50% women and 20% persons of color | | We have been named as one of the World’s Top Companies for Women by Forbes for the second consecutive year. | | We are committed to promoting and sustaining a sense of belonging for all individuals; by 2025, we expect at least 30% of all Aptar leaders at the Vice President level and above will be women. | |
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| | We now have three Employee Resource Groups: ALIGN, championing the development and upward progression of women across all regions/countries, BOLD, the Black Organization for Leadership, Diversity supporting the development of Black and African-Descent employees and ARC, the Aptar Rainbow Community supporting our LGBTQ+ community and its allies. | | | | We are included in the SPDR® SSGA Gender Diversity Index ETF (SHE), which invests in U.S. large-capitalization companies that rank among the highest in their sector in terms of gender diversity within senior leadership positions. | | | | Along with over 70 other leading global companies and organizations, we are part of the Catalyst CEO Champions For Change movement through a commitment to furthering gender equality, diversity, and inclusion in the workplace. | |
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| We are proud to join more than 80 companies and organizations in the Gender and Diversity KPI Alliance, whose aim is to support the use of key performance indicators (KPIs) or high-level internal measurements that provide an overview of the diversity of the workforce and allow the evaluation of results, not efforts. |
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Supporting Our Communities
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| Aptar has partnered with CARE®, a 501(c) organization that works around the globe to save lives, defeat poverty and achieve social justice. CARE’s mission aligns with our purpose, values and mission to further diversity and inclusion, to empower women and to support the communities where we live and work, along with global communities that are the most marginalized and the most in need. |
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Through our ongoing global partnership, Aptar will support CARE’s mission, including education programming, women’s economic empowerment efforts and CARE’s Crisis Response Campaign, sponsoring among others, the Ukraine Crisis Fund and other emergency funds.
Our Charitable Foundation in the United States continues to recognize the importance of giving back to local communities. Through a Corporate Grant Program and an Employee Matching Gift Program, the Foundation supports eligible 501(c)(3) organizations in our communities with a focus on health and human services, culture and the arts.
We also give back to communities outside the United States. We support the Vatsalya Foundation, which is a pioneer agency working with street children in Mumbai, India through its multilevel approach of outreach, child-to-child contact, contact centers and a shelter home. Our leadership team often visits the foundation and the children are often invited to visit our local offices for a day filled with fun activities such as a hand painting competition, traditional games and more.
Responsible Workplaces
A safe working environment for our employees is a top priority. That is why we implemented a global environmental, health and safety (“EHS”) management system. The Aptar EHS management system includes a digital platform to report incidents, conduct risk assessments as well as track corrective actions. Aptar’s EHS management system includes an Ergonomics program and Behavior Based Safety (BBS) program, which promotes a culture of caring through accountability to self and to the team. At year-end 2023, we reduced the Total Recordable Incident Rate (“TRIR”) by 31% and Lost Time Frequency Rate (“LTFR”) by 35% from year end 2022. The 2023 performance has surpassed our world class level for TRIR and LTFR.
We are also a proud member of Sedex, one of the world’s leading ethical trade service providers, striving to improve working conditions in global supply chains. Sedex provides for a global platform to report on labor standards and health and safety practices in order to share that information with key stakeholders, including our customers. All of our manufacturing sites have completed site-level social assessments through the Sedex platform every year since 2020.
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| 2024 Proxy Statement | 11 |
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| GOOD CORPORATE GOVERNANCE |
Board Governance Highlights
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| | Board Independence | | | | Tenure | | |
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| | | 90%INDEPENDENT | | | | LESS THAN FIVE YEARS | 7 YRAVG. TENURE | |
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| Board Diversity | |
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| 12 | 2024 Proxy Statement | |
RECOGNITIONS
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| Recognitions | | Our Performance 2023-2024 | | |
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| 3BL Media | | Named to 3BL Media’s 100 Best Corporate Citizens ranking for our leadership and transparency in environmental, social and governance (ESG). | | |
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| Barron’s | | Included on Barron’s 2024 list of 100 Most Sustainable Companies in the U.S., marking our 6th consecutive year on the list. | | * |
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| CDP | | Named to the CDP Supplier Engagement Leaderboard, for the third consecutive year | | |
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| Ecovadis | | Awarded the coveted top 1% Platinum scoring for our achievements in the areas of environment, labor and human rights, ethics and sustainable procurement. | | |
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| Forbes | | Ranked in the top 15 of Forbes 2023 World’s Top Companies for Women. | | |
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| Le Point | | Named to Le Point Magazine’s 2023 Most Responsible Companies in France. | | |
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| Newsweek | | Ranked in the top 30 on Newsweek’s America’s Most Responsible Companies 2024 list and first in our industry category. | | |
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| USA Today | | Named one of America’s Climate Leaders 2023 by USA Today on its inaugural list of 400 US companies. | | |
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- Used with permission. ©2024 Dow Jones & Company, Inc.
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| 2024 Proxy Statement | 13 |
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| Aptar believes transparency is necessary for a responsible company. We publish an annual sustainability report, highlighting our efforts toward the Sustainable Development Goals (SDG) according to the Global Reporting Initiative (GRI) standards, and we provide a supplemental overview according to the Sustainability Accounting Standards Board (SASB) standards as well. We include our climate-related financial disclosures within our annual CDP (formerly Carbon Disclosure Project) responses. We also publish an annual overview of our progress according to the United Nations Global Compact requirements. These disclosures can be found on the ESG page of the Aptar website at www.aptar.com. |
