Candace Matthews
APTARGROUPAbout Candace Matthews
Candace Matthews, age 66, is the independent Chair of Aptar’s Board since May 2023 and has served as an independent director since 2021. She is a seasoned consumer and beauty products executive, including roles at Amway (Chief Reputation Officer 2020–2021; Regional President, Americas; Chief Marketing Officer starting 2007), L’Oréal USA (President, SoftSheen-Carson), The Coca-Cola Company, CIBA Vision, Bausch + Lomb, Procter & Gamble, and General Mills, bringing strategic planning, governance, finance, and senior management experience to Aptar’s board . She is currently a member of Aptar’s Corporate Governance Committee and is designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amway Corp. | Chief Reputation Officer | Jun 2020 – Jun 2021 | Oversaw global reputation strategy and CSR |
| Amway Corp. | Regional President, Americas | Six years (pre-2020) | Led all operations across North, Central, South America |
| Amway Corp. | Chief Marketing Officer | Starting 2007 | Senior marketing leadership |
| L’Oréal USA (SoftSheen-Carson) | President, Consumer Products Division | Not disclosed | Beauty products leadership |
| The Coca-Cola Company | Leadership role | Not disclosed | Consumer brand experience |
| CIBA Vision Corporation | Innovation role | Not disclosed | Product innovation exposure |
| Bausch + Lomb; Procter & Gamble; General Mills | Various roles | Not disclosed | Consumer goods experience |
External Roles
| Organization | Role | Tenure | Public/Private | Committee Roles |
|---|---|---|---|---|
| Société BIC S.A. | Director | Current | Public | Not disclosed |
| Corewell Health Foundation (formerly Spectrum Health Foundation) | Director | Current | Non-profit | Not disclosed |
| MillerKnoll, Inc. (formerly Herman Miller, Inc.) | Director | Former | Public | Not disclosed |
| Popeye’s Louisiana Kitchen Inc. | Director | Former | Public | Not disclosed |
Board Governance
- Roles: Non-executive Chair since May 2023; Corporate Governance Committee member .
- Independence: Aptar reports 9 of 10 current directors are independent; Matthews is classified independent under NYSE standards .
- Executive sessions: Independent directors meet in executive session at each scheduled meeting; the non-executive Chair, Ms. Matthews, presides .
- Attendance: Board met 7 times in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; Ms. Matthews attended the 2024 annual meeting .
- Committee activity: 2024 meeting counts—Audit (8), Management Development & Compensation (6), Corporate Governance (4) .
- Time-commitment oversight: Corporate Governance Committee annually reviews each director’s outside positions and time commitments to ensure capacity .
- Policies: Directors and executives prohibited from hedging or pledging company stock; robust corporate governance documents and independence standards adopted .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Paid annually post election |
| Chair of the Board cash retainer | $212,500 | Increased $7,500 YoY in 2024 |
| Committee chair fees | Audit: $28,000; MD&C: $22,000; Governance: $17,000 | Annual retainers |
| Committee member fees | Audit: $11,000; MD&C: $7,000; Governance: $7,000 | Annual retainers |
| Matching gift program | Up to $6,000/year | Eligible charitable donations matched |
| Non-employee director annual comp cap (cash + grant-date equity) | $500,000 | Plan limit; doubled in first year on Board |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU grant (non-chair) | May 1, 2024 | 1,113 RSUs | ≈$160,000 | Not disclosed |
| Annual RSU grant (Chair of the Board) | May 1, 2024 | 1,304 RSUs | ≈$187,500 | Not disclosed |
- 2018 Equity Incentive Plan: Share reserve increased to 4,150,000; prohibits liberal share recycling; non-employee director award cap $500,000 (cash + grant-date equity) annually .
- 2024 changes: Annual director equity grant increased by $10,000; Chair’s cash retainer increased by $7,500 and equity grant increased by $17,500 based on market peer review .
Other Directorships & Interlocks
| External Board | Potential Interlock Consideration | Status |
|---|---|---|
| Société BIC S.A. | Consumer products manufacturer; may overlap with Aptar end-markets | No related person transactions disclosed since Jan 1, 2024; Audit Committee screens for conflicts |
| Corewell Health Foundation | Charitable/non-profit | No RPT issues disclosed |
| Former: MillerKnoll, Popeye’s | Historical roles | No current interlocks |
No related person transactions requiring disclosure occurred since Jan 1, 2024; the Audit Committee, composed of disinterested directors, reviews and approves any such transactions under a written policy .
Expertise & Qualifications
- Executive background: Senior marketing executive in beauty and consumer goods; strategic planning, governance, finance, senior management expertise .
- Board skills framework: Aptar maintains a Director Skills Matrix emphasizing leadership, public company governance, international experience, industry expertise, financial literacy/risk management, strategy/M&A, digital/cyber, human capital/compensation, sustainability, commercial, manufacturing/supply chain, R&D/innovation .
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Options Exercisable/RSUs Vesting ≤60 Days | As-of Date |
|---|---|---|---|---|
| Candace Matthews | 5,070 | <1% | 1,304 RSUs | March 14, 2025 |
- Basis of %: Outstanding shares 65,966,138 as of March 14, 2025; Matthews’ beneficial ownership is less than 1% per proxy table .
- Ownership guidelines: Non-executive directors must hold Aptar stock equal to at least 5× annual cash retainer; current required value $500,000; compliance required within five years; as of record date, each non-employee director is compliant or within phase-in .
- Hedging/pledging: Prohibited for directors and executives under the Insider Trading Policy .
Insider Trades
| Year | Section 16 Compliance (Director) | Notes |
|---|---|---|
| 2024 | In compliance | Aptar states all directors complied with Section 16(a) in 2024; one late Form 4 related to an executive (Hedi Tlili) due to administrative oversight |
Governance Assessment
- Strengths: Independent, non-executive Chair presiding over executive sessions; active Corporate Governance Committee membership; strong attendance and engagement (Board met 7 times; no director <75% attendance; Matthews attended annual meeting) .
- Alignment: Robust stock ownership guidelines (5× retainer; $500,000) and annual RSU grants for directors, plus prohibition on hedging/pledging—supports long-term alignment .
- Compensation discipline: Cash/equity levels positioned near market median; explicit annual cap of $500,000 (cash + grant-date equity) and controlled share recycling under the 2018 Plan .
- Conflicts oversight: Formal Related Person Transactions Policy with Audit Committee approval; no related person transactions disclosed since Jan 1, 2024 .
- Watch points: External public board (Société BIC S.A.) in adjacent consumer end-markets—Corporate Governance Committee annually reviews outside commitments/time; no specific conflicts disclosed .
Director Compensation Summary (2024)
| Component | Non-Chair Director | Chair (Matthews) |
|---|---|---|
| Annual cash retainer | $100,000 | $212,500 |
| Committee chair/member fees | Audit: $28,000 / $11,000; MD&C: $22,000 / $7,000; Governance: $17,000 / $7,000 | Same schedule |
| Annual RSU grant | 1,113 RSUs; ≈$160,000 FV (May 1, 2024) | 1,304 RSUs; ≈$187,500 FV (May 1, 2024) |
| Matching gifts | Up to $6,000/year | Up to $6,000/year |
| Plan cap (cash + grant-date equity) | $500,000/year | $500,000/year |
Committee Assignments (2024)
| Committee | Role | Meetings Held |
|---|---|---|
| Corporate Governance | Member | 4 |
Board leadership: Matthews serves as non-executive Chair, while B. Craig Owens chairs Audit and Matt Trerotola chairs Corporate Governance; committee independence is 100% for Audit, MD&C, and Governance .
Independence & Attendance
| Attribute | Status |
|---|---|
| Independence (NYSE) | Independent director; Board is 90% independent (9 of 10) |
| Board meetings in 2024 | 7 total; no director <75% attendance; Matthews attended annual meeting |
Related Party & Risk Indicators
- Related party transactions: None requiring disclosure since Jan 1, 2024; robust Audit Committee review criteria for any RPTs .
- Hedging/pledging: Prohibited for directors; aligns with investor-friendly governance .
- Executive sessions: Regular and presided by independent Chair; enhances board effectiveness .
- Compensation risk: Company and Board concluded policies are not reasonably likely to have a material adverse effect; stock ownership guidelines and committee oversight reduce risk .
- Section 16(a): Directors compliant in 2024; one administrative late filing for an executive, not a director .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance; monitor potential interlocks with external boards (e.g., BIC) for transactional ties, though none disclosed and governance processes review outside commitments annually .