B. Craig Owens
APTARGROUPAbout B. Craig Owens
AptarGroup independent director since 2018; age 70. Former CFO and Chief Administrative Officer of Campbell Soup Company (2008–2014). Serves as Audit Committee Chair and member of the Management Development & Compensation Committee; designated an SEC “audit committee financial expert.” Tenure on ATR’s board: 7 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Campbell Soup Company | Chief Financial Officer; Chief Administrative Officer | 2008–2014 | Led finance, accounting, corporate finance; experience cited for “audit committee financial expert” designation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crown Holdings, Inc. (NYSE: CCK) | Director | Current (as of 2025) | Public packaging company; provides sector expertise; potential ecosystem interlock (no related-party transactions disclosed) . |
| Dean Foods Company | Director | Former | Board service; consumer food sector . |
| J. C. Penney Company, Inc. | Director | Former | Board service; retail sector . |
Board Governance
- Independence: 9 of 10 ATR directors are independent per NYSE standards; Owens is independent .
- Roles/Committees in 2024: Audit Committee Chair (8 meetings) and MD&C Committee member (6 meetings) .
- Audit oversight: Audit Committee (chaired by Owens) reviewed 2024 audited financials, auditor independence, internal controls, SOX 404 processes, and recommended inclusion in the 10-K; signature appears with Owens as Chair .
- Cyber oversight: Audit Committee receives quarterly cybersecurity briefings; oversees disclosure controls for cybersecurity incidents .
- Attendance: Board met 7 times in 2024; no director attended fewer than 75% of Board and committee meetings .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; chaired by non-executive Chair .
- Related-person transactions: Audit Committee approves any such transactions; none requiring disclosure since Jan 1, 2024 .
- Hedging/Pledging: Directors prohibited from hedging or pledging company securities via Insider Trading Policy .
- Director ownership guideline: 5× annual cash retainer ($500,000) within five years; all non-employee directors either compliant or within phase-in period as of record date .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Standard retainer . |
| Audit Committee Chair cash retainer | $28,000 | Chair fee . |
| MD&C Committee member cash retainer | $7,000 | Member fee . |
| 2024 cash fees actually earned (Owens) | $135,000 | Sum of retainers above . |
| Other (matching gift program) | $6,000 | Company match to eligible charities . |
Performance Compensation
| Equity Element | Grant Detail | Vesting | 2024 Value |
|---|---|---|---|
| Annual RSU grant (non-employee director) | 1,113 RSUs (May 1, 2024) | Time-based; typically ratable over 3 years | $160,072 grant-date fair value; $143.82 per unit valuation methodology . |
- Notes: ATR’s non-employee directors receive time-based RSUs; no performance-conditioned equity for directors was disclosed. Performance-conditioned equity (PRSUs) and options are used for executives, with ROIC and relative TSR frameworks; Owens, as MD&C Committee member, oversees these programs and clawback policy .
Other Directorships & Interlocks
| External Board | Sector Overlap with ATR | Potential Interlock/Conflict | Disclosure Status |
|---|---|---|---|
| Crown Holdings | Packaging | Ecosystem overlap (packaging end markets) | No related-person transactions requiring disclosure since Jan 1, 2024; Audit Committee reviews any related transactions . |
| Dean Foods; J. C. Penney | Consumer/retail | Historical roles; limited current overlap with ATR | Not applicable (former) . |
Expertise & Qualifications
- Financial reporting, accounting, capital markets; SEC “audit committee financial expert” designation .
- Consumer goods and packaging industry experience; complements ATR’s Pharma/Beauty/Closures segments .
- Governance/compensation oversight as MD&C Committee member; familiarity with equity plan best-practices (no repricing, minimum vesting, director comp caps) .
Equity Ownership
| Holder | Shares Owned | % Outstanding | Options/RSUs Vesting ≤60 Days |
|---|---|---|---|
| B. Craig Owens | 8,688 | ~0.013% (8,688 / 65,966,138) [calc] | 1,113 RSUs vesting within 60 days (as of Mar 14, 2025) . |
- Ownership basis: Percent computed using 65,966,138 shares outstanding at Mar 14, 2025; table flags “*” less than 1% for individual directors .
- Pledging/Hedging: Prohibited for directors under Insider Trading Policy .
- Director ownership guidelines: 5× annual cash retainer ($500,000) target; directors either compliant or within phase-in period .
Governance Assessment
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Strengths:
- Deep finance/audit expertise; chairing a highly active Audit Committee (8 meetings) that demonstrates robust oversight of audit quality, internal controls, and cybersecurity .
- Independent status, significant prior CFO experience, and designation as audit committee financial expert raise board effectiveness on reporting and risk .
- Clear guardrails: hedging/pledging prohibition; clawback policy; strong equity plan governance (no repricing; minimum vesting; director compensation caps) .
- Shareholder support signals: 2024 Say-on-Pay approval ~97.4%; five-year average ~97% (oversight of compensation policy stability) .
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Watch items / potential conflicts:
- External board at Crown Holdings (packaging) could present ecosystem interlocks; however, ATR discloses no related-person transactions since Jan 1, 2024 and has a formal Audit Committee approval policy for any such transactions, mitigating direct conflict risk .
- Director stock ownership detail shows modest absolute holdings; ATR’s policy requires significant value-based ownership; Owens’ compliance appears subject to guideline framework and phase-in, with company stating all directors are compliant or within phase-in .
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Alignment & incentives:
- Cash/equity mix for non-employee directors balanced: cash retainer plus time-based RSUs; 2024 Owens total director compensation $301,072 (cash $135,000; stock $160,072; other $6,000), aligning with market-median design and annual RSU grants to ensure ongoing equity exposure .
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Attendance/Engagement:
- Board and committee attendance thresholds met; active committee cadence supports engagement (Audit 8; MD&C 6; Corporate Governance 4) .
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Red flags: None disclosed regarding related-party transactions, Section 16 filings (only one late filing tied to another executive), tax gross-ups (limited to relocation/expatriate), or option repricing; directors prohibited from hedging/pledging .
Overall: Owens enhances investor confidence via strong audit leadership and compensation governance oversight, with formal policies reducing conflict risks and high shareholder support for compensation indicating effective alignment frameworks .