Giovanna Kampouri Monnas
APTARGROUPAbout Giovanna Kampouri Monnas
Independent director of AptarGroup, Inc. since 2010; age 69; Chair of the Management Development & Compensation Committee. Former senior executive at Procter & Gamble and Joh A. Benckiser (final role: President of Benckiser International), with deep experience across global consumer, fragrance, and cosmetics markets; nominated for a term expiring in 2028 based on senior leadership credentials and market expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puig S.L. | Director | 2006–2022 | Board service at global fragrance/skin care leader |
| Exea Ventures | Chair | 2018–2021 | Led global family investment firm board |
| Randstad Holding NV | Supervisory Board Member | 2006–2018 | Chair of Compensation Committee |
| Imerys S.A. | Director | 2015–2018 | Board service at industrial minerals company |
| GrowthFund (Greek national fund) | Director | Not stated | Board service (prior) |
| TNT (Dutch logistics) | Director | Not stated | Board service (prior) |
| Joh A. Benckiser GmbH | President, Benckiser International; Management Board member | Not stated | Senior leadership in consumer goods |
| Procter & Gamble | Executive roles | Not stated | Global consumer goods experience |
External Roles
| Category | Current Roles |
|---|---|
| Public company boards | None (proxy “Other Public Company Boards”: “-”) |
| Non-profit/academic | Not disclosed in ATR proxy for current service (prior roles noted above) |
Board Governance
- Committee assignments: Chair, Management Development & Compensation (MDC); not on Audit or Corporate Governance committees .
- Committee composition and meetings 2024: MDC (6 meetings), Audit (8), Corporate Governance (4); all three committees are 100% independent and governed by Board-approved charters .
- Compensation Committee membership: Giovanna Kampouri Monnas (Chair), Craig Owens, Ralf K. Wunderlich, Julie Xing; committee recommended inclusion of CD&A and oversees executive pay program .
- Independence: Board is 90% independent; Monnas is affirmatively determined independent under NYSE standards .
- Attendance: Board met 7 times in 2024; no current director attended fewer than 75% of aggregate Board and committee meetings; Aptar has no formal annual meeting attendance policy (named attendees listed) .
- Governance practices: Separate independent Chair & CEO; majority voting for directors with resignation policy; independent directors meet regularly in executive session; prohibition on hedging/pledging; director stock ownership requirements .
Committee Role Summary (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Management Development & Compensation | Chair | 6 |
| Audit | — | 8 (context) |
| Corporate Governance | — | 4 (context) |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| MDC Committee Chair retainer | $22,000 | Chair fee for Management Development & Compensation Committee |
| Total cash fees (reported) | $122,000 | Fees earned or paid in cash for Monnas in 2024 |
| Other compensation | $2,000 | Company matching gift (charitable) |
- Program context: Director cash/equity levels positioned near market median; 2024 changes vs 2023 included a $10,000 increase in annual equity grant per non-employee director and $7,500 increase to Chair’s cash retainer (program-level) .
Performance Compensation
| Equity Element (2024) | Detail | Amount/Units |
|---|---|---|
| Annual RSU grant (non-employee directors) | Granted May 1, 2024 | 1,113 RSUs to each non-employee director (Chair: 1,304) |
| Grant date fair value per share | Discounted for dividends not received during vesting | $143.82 per share (2024 director grants) |
| Reported stock award value (Monnas) | Grant date fair value | $160,072 |
| Vesting/settlement | RSU restriction periods set by the Compensation Committee; dividend equivalents subject to same vesting conditions; RSUs cannot be transferred during restriction period | |
| Near-term vesting indicator | RSUs vesting within 60 days of Mar 14, 2025 (Monnas) | 1,113 RSUs |
| Director award limit | Aggregate annual cash + equity cap | $500,000 per fiscal year for a non-employee director |
Notes:
- Director RSUs are time-based awards under the 2018 Plan; performance-conditioned PRSUs apply to executives, not to directors. Dividend equivalents on RSUs are subject to vesting; repricing of options/SARs is prohibited; minimum one-year vesting applies to at least 95% of shares under the plan, subject to change-in-control/termination accelerations per committee discretion .
Other Directorships & Interlocks
| Company/Organization | Sector | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Puig S.L. (prior) | Fragrance/Beauty | Director | Industry adjacency to Aptar’s beauty/pharma packaging customers; no related party transactions disclosed |
| Randstad Holding NV (prior) | HR Services | Supervisory Board; Chair Comp Committee | Governance and human capital expertise; no RPTs disclosed |
| Imerys S.A. (prior) | Industrial Minerals | Director | Materials industry experience; no RPTs disclosed |
| Exea Ventures (prior) | Family investment | Chair | Private investment experience; no RPTs disclosed |
| GrowthFund (prior) | Sovereign fund | Director | Policy/finance exposure; no RPTs disclosed |
| TNT (prior) | Logistics | Director | Supply chain exposure; no RPTs disclosed |
- Related party transactions: Audit Committee approves all related person transactions; none requiring disclosure since Jan 1, 2024 .
- Policy: Directors prohibited from hedging or pledging Aptar stock; insider trading policy enforced .
Expertise & Qualifications
- Senior leadership in global consumer goods (P&G; Benckiser International President) and deep sector expertise in fragrance/cosmetics; global marketing credentials cited by Board as qualifications for continued service .
Equity Ownership
| Holder | Shares Owned | RSUs Vesting within 60 Days of Mar 14, 2025 | Ownership % |
|---|---|---|---|
| Giovanna Kampouri Monnas | 7,582 | 1,113 | Less than 1% (*) |
- Director stock ownership guidelines: Non-executive directors must hold Aptar shares valued at ≥5× annual cash retainer ($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 executive officers .
Governance Assessment
- Board effectiveness: Monnas chairs a fully independent MDC Committee with documented best practices, including use of an independent consultant (Pay Governance) and a robust 2018 Plan framework prohibiting repricing and current-payment of dividends on unearned awards; minimum vesting periods strengthen alignment .
- Alignment and incentives: Director pay mix balances cash ($122k) and equity (~$160k RSUs) with clear ownership guidelines (5× retainer) and hedging/pledging prohibitions—supporting long-term alignment; her RSUs scheduled to vest within 60 days of March 14, 2025 indicate ongoing equity-based exposure .
- Independence and engagement: Affirmatively independent under NYSE standards; Board and committee meeting cadence (7 Board; MDC 6) with no director below 75% attendance threshold signals engagement; separate independent Chair & CEO and regular executive sessions enhance oversight .
- Conflicts/related-party risk: No related person transactions disclosed for directors since Jan 1, 2024; Audit Committee oversight of RPTs and cybersecurity adds discipline; no Section 16(a) filing issues noted for Monnas (one late Form 4 in 2024 pertained to a different executive) .
- Signal watch: Program-level increases to director equity grants in 2024 (+$10k) suggest board’s desire to reinforce equity alignment without introducing performance-conditioned director pay (common market practice); non-employee director compensation capped at $500k under plan .
RED FLAGS: None identified in proxy disclosures for Monnas (no RPTs; prohibited hedging/pledging; independent status; attendance threshold met) .