Gael Touya
APTARGROUPAbout Gael Touya
President of Aptar Pharma (segment head) with compensation denominated in euros and currently on a U.S. expatriate assignment; the company treats him as a Named Executive Officer (NEO) in its proxy. Aptar’s 2025 proxy highlights his segment’s long-term performance, citing Aptar Pharma’s roughly 10-year annual growth of about 8% with profitability at ~9% under the division’s strategy to convert drugs to new delivery platforms and expand in biologics and GLP‑1s . Company-level context: Aptar posted record 2023 sales of $3.5B and noted 5‑year TSR lagging the S&P 500 and Midcap 400 but slightly ahead of its peer group; 2022 had $3.3B sales with similar TSR commentary . Age and formal education for Mr. Touya are not disclosed in the filings reviewed; he serves as President of Aptar Pharma and is covered by a French employment agreement with non‑compete terms and severance defined by the French plastics industry collective agreement .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aptar Pharma | President | Not disclosed | Led shift from device supplier to “indispensable partner” across drug development, lifecycle, and patient engagement; growth vectors include injectables, active materials (CSP acquisition), and digital health; cites ~8% annual growth and ~9% profitability for Aptar Pharma over ~10 years . |
External Roles
- Not disclosed in the company documents reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $561,328 | $573,294 | $601,971 |
| Salary change YoY | — | +2.1% (implied from figures) | +5.0% (policy disclosure; 2024 salary in EUR 556,425) |
| Target STI (% of salary) | Not disclosed | Not disclosed | 75% |
| Target STI ($) | Not disclosed | Not disclosed | $451,478 (75% × $601,971) |
| Actual STI Payout ($) | $503,939 | $380,421 | $330,140 (cash portion; see RSU election below) |
Notes:
- 2024 STI factor for Touya was 126.7% (applied to target) .
- For segment heads (including Touya), STI metrics blend Company and segment performance (40% Company / 60% segment) across Adjusted EBITDA, Core Sales, and an “optimization initiative” cost metric (50%/25%/25% weighting) .
Performance Compensation
Short‑Term Incentive (STI) design and 2024 outcomes
| Component | Weighting | Target/Scale | 2024 Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|
| STI Adjusted EBITDA | 50% | Year-over-year improvement; targets consistent with long-term expectations | Factored into total STI factor; company uses 40% Company/60% segment weighting for non‑CEO/CFO NEOs | Cash and/or RSUs at executive election (up to 50% in RSUs with +20% RSU uplift) |
| Core Sales Growth | 25% | Year-over-year improvement; targets consistent by design | Incorporated in total STI factor | Same as above |
| Optimization Initiative (SG&A + labor % of sales) | 25% | 50%/100%/200% payout levels set at 38.3% / 37.8% / 37.2% | 2024 actual = 38.3% (threshold level) | Same as above |
| Overall 2024 STI factor (Touya) | — | — | 126.7% | Cash and/or RSUs per election |
STI RSU election details:
- 2024: Touya elected to receive a portion of STI in RSUs, resulting in $220,813 in RSUs plus $44,448 in additional RSUs (+20% uplift) for a combined $265,261; RSUs vest ratably over 3 years .
- 2023: Touya elected STI RSUs totaling $204,842 plus $40,969 (+20% uplift) for $245,811 combined (granted in early 2024), vesting ratably over 3 years .
Long‑Term Incentives (LTI) structure
- Mix: PRSUs (50%), time‑vest RSUs (25%), stock options (25%); RSUs and options vest ratably over 3 years .
- PRSU metrics: 3‑year Adjusted ROIC with a TSR modifier vs S&P 400 MidCap; vesting range 0–250% of target .
Recent LTI grants to Gael Touya
| Grant Type | Grant Date | Number | Grant Date Fair Value ($) | Terms |
|---|---|---|---|---|
| RSUs (LTI 2024) | 2024-03-15 | 2,003 | $276,314 | Time‑vest over 3 years |
| PRSUs (LTI 2024) | 2024-03-15 | 4,051 | $590,595 | 3‑yr Adjusted ROIC with TSR modifier; 0–250% vesting |
| RSUs (LTI 2023) | 2023-03-15 | 2,225 | $241,457 | Time‑vest over 3 years |
| PRSUs (LTI 2023) | 2023-03-15 | 4,504 | $523,230 | 3‑yr Adjusted ROIC with TSR modifier |
Options outstanding (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 2023-03-15 | 3,700 | 7,400 | $122.52 (10% premium at grant) | 2033-03-15 |
| 2024-03-15 | — | 7,809 | $141.00 | 2034-03-15 |
2024 awards vested/realized
| Type | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| RSUs | 4,131 | $583,810 |
| PRSUs | 3,884 | $551,528 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/14/2025) | 38,442 shares; options/RSUs vesting within 60 days: 11,413 |
| Ownership as % of outstanding | ~0.058% (38,442 / 65,966,138 shares outstanding) |
| Unvested time‑based RSUs (12/31/2024) | 6,704 units (MV $1,052,198 at $157.10) |
| Unearned PRSUs (target) (12/31/2024) | 32,462 units (MV $5,099,702 at $157.10) |
| Options outstanding | 3/15/2023 and 3/15/2024 grants as above; time‑vest over 3 years |
| Stock ownership policy | Executives prohibited from hedging or pledging Aptar securities; ownership requirements in place for executives (specific multiples not quantified in excerpts) |
| Clawback policy | 3‑year recovery window upon an accounting restatement; applies to current/former executive officers |
Vesting schedule (time‑vest RSUs expected to release if service continues):
| Year | RSUs Vesting (#) |
|---|---|
| 2025 | 3,433 |
| 2026 | 2,006 |
| 2027 | 1,265 |
Potential near‑term supply overhang:
- Additional PRSU shares may settle in 2025–2026 based on 2022–2024 and 2023–2025 cycles (performance‑contingent, not guaranteed) .
Employment Terms
| Provision | Key terms |
|---|---|
| Governing agreement | French Collective Bargaining Agreement of the Plastics Industry; employment agreement (unlimited period) with non‑compete and non‑solicit covenants; U.S. expatriate letter suspends the French agreement while on U.S. assignment but preserves severance eligibility on qualifying termination . |
| Base salary floor | Minimum annual salary set at approximately $598,100 for 2025 (translated from local currency at 12/31/2024 FX) . |
| Non‑compete | Two years post‑termination (except gross misconduct); company pays 50% of average monthly salary over the 12 months pre‑termination during the non‑compete period; breach requires repayment equal to two years’ salary . |
| Involuntary termination (no CIC) | Cash payment under French agreement equals six months of average gross salary plus prorated bonus (based on six months of service), plus non‑compete payments (50% of former monthly salary for two years); 12/31/2024 scenario table shows cash payment of $1,671,054 for Touya . |
| CIC without termination | No additional benefits beyond equity acceleration for awards granted prior to 2022; 2022+ awards require double trigger (CIC + qualifying termination) . |
| CIC with termination (“good reason”/involuntary) | 12/31/2024 scenario shows for Touya: cash payment $1,671,054; time‑vest RSUs/options acceleration $1,434,818; PRSUs at target $1,577,441; total $4,683,313 . |
| Hedging/pledging | Prohibited for executives; insider trading policy in place . |
| Severance tax gross‑ups | Company states absence of tax gross‑up agreements other than relocation/expatriate assignments . |
Pension and retirement benefits:
| Plan | Years Credited | Present Value (12/31/2024) |
|---|---|---|
| Retirement Indemnities (France) | 30 | $489,092 |
| Pension Plan (France; supplemental) | 30 | $2,765,981 |
Perquisites (2024):
- Expatriate assignment benefits for Touya included: $49,585 tuition, $63,331 cost of living adjustment, $421,870 housing/driver, $234,475 tax reimbursements, and $32,645 tax advisory; also $38,514 profit share contributions and $20,152 disability insurance; all included in “All Other Compensation” .
Multi‑Year Compensation Summary (NEO disclosure)
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $561,328 | $573,294 | $601,971 |
| Stock Awards | $1,130,815 | $1,010,498 | $1,132,170 |
| Option Awards | — | $220,224 | $281,671 |
| Non‑Equity Incentive (STI cash) | $503,939 | $380,421 | $330,140 |
| Deferred Comp Earnings | — | $935,699 | $226,737 |
| All Other Compensation | $1,089,827 | $765,822 | $879,903 |
| Total | $3,285,909 | $3,940,142 | $3,452,592 |
Compensation Structure Analysis
- Pay‑for‑performance linkage: High at‑risk mix via STI (profitability, sales growth, cost optimization) and LTI (3‑year ROIC with TSR modifier), with clear emphasis on profitability and cost control; for segment heads, a majority of STI is tied to their business unit results (60%) .
- Shift in instruments: Balanced LTI (50% PRSU / 25% RSU / 25% options); options only have value with stock appreciation; RSUs and options vest over 3 years, supporting retention .
- Discretion and deferrals: Executives can elect up to 50% of STI in RSUs and receive a 20% RSU uplift; Touya elected this in 2023 and 2024, increasing equity linkage but introducing vesting‑related supply in 2025–2027 .
- Risk mitigants: Clawback policy, prohibition on hedging/pledging, and double‑trigger CIC for awards since 2022 reduce misalignment and windfall risk .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executive officers, reducing alignment concerns from collateralization or derivatives .
- Expatriate perquisites and tax reimbursements: Material amounts in “All Other Compensation” relate to expatriation; permissible under company policy but notable in magnitude for 2024 .
- CIC economics: Under a CIC with termination as of 12/31/2024, Touya’s total potential payout estimated at $4.68M, primarily equity acceleration and prescribed cash under French rules; awards post‑2021 require termination to accelerate (double trigger) .
Equity Overhang and Vesting‑Linked Selling Pressure
| Period | Scheduled Time‑vest RSU Releases | PRSU Windows |
|---|---|---|
| 2025 | 3,433 shares | 2022–2024 and 2023–2025 performance cycles may settle at 0–250% of target, contingent on Adjusted ROIC and TSR vs S&P 400 MidCap |
| 2026 | 2,006 shares | 2024–2026 in progress |
| 2027 | 1,265 shares | — |
Options from 2023 and 2024 grants vest ratably and could add incremental supply if in‑the‑money; exercise prices are $122.52 (2033 expiry) and $141.00 (2034 expiry) .
Expertise, Track Record, and Execution
- Strategic initiatives: Aptar Pharma under Touya emphasizes market conversion (e.g., nasal delivery for naloxone, glucagon, epinephrine), scaling injectables (premium components, ready‑to‑use), and integrating active materials and digital health; cites strong pipeline conversion and repeat orders (90% of growth) .
- Long‑term growth: Aptar Pharma’s addressable market (~$165B) and 7% expected market growth support segment targets; internal long‑term segment targets include 7–11% top‑line growth and 32–36% profitability mix‑dependent (as presented by Touya) .
Investment Implications
- Alignment: Strong linkage to profitability (EBITDA) and multi‑year ROIC with market‑relative TSR modifier supports value‑creation focus; STI design emphasizes cost discipline and segment accountability (60% segment weighting for non‑CEO/CFO) .
- Retention vs supply: Multi‑year RSU and option vesting supports retention but creates predictable supply (3,433/2,006/1,265 RSUs in 2025–2027), with additional PRSU settlements contingent on performance; hedging/pledging bans mitigate adverse signaling from leverage or derivatives .
- Downside/CIC protections: For Touya, severance follows French collective rules (six months average salary plus prorated bonus and 50% salary during non‑compete), and CIC acceleration is double‑trigger for awards granted since 2022, limiting windfall risk; 12/31/2024 CIC‑with‑termination scenario totals ~$4.68M primarily via equity .
- Execution risk and value creation: Segment commentary points to durable growth vectors (injectables, GLP‑1s, active materials, digital), a diverse portfolio with low single‑product exposure, and decade‑scale growth/profitability metrics; continued delivery against ROIC and TSR gates is critical for PRSU value realization .