Hedi Tlili
APTARGROUPAbout Hedi Tlili
Hedi Tlili is President of Aptar Closures and a Named Executive Officer (NEO). He is 50 and has served as Closures President since December 2019, following leadership roles across Aptar’s Beauty + Home and Food + Beverage segments, and prior experience at Albéa and Sonoco . Company performance under his tenure includes record 2024 sales of $3.6 billion, net income of $375 million, and $5.53 EPS, with five‑year TSR ahead of Aptar’s peer group but lagging the S&P 500 and S&P Midcap 400; Closures showed Q2 2025 core sales growth of 7% and reported sales growth of 8% with margin expansion .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AptarGroup | President, Aptar Closures | Dec 2019–present | Leads global Closures segment; member of Group Executive Committee |
| AptarGroup | President, Aptar EMEA Beauty + Home | Jun 2018–Nov 2019 | Led EMEA Beauty + Home operations |
| AptarGroup | President, Aptar EMEA Food + Beverage | May 2016–May 2018 | Led EMEA Food + Beverage; strategic growth |
| Albéa | Cluster Deputy Manager | Sep 2014–Mar 2016 | Packaging operations leadership |
| Sonoco | Country General Manager | Apr 2013–Jun 2014 | Country P&L leadership |
| Sonoco | European Sales & Marketing Director | Sep 2011–Mar 2013 | Regional commercial strategy |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $575,571 | $568,490 (local currency translated at 12/31/2024 FX) |
| Target Short-Term Incentive (STI) | 75% of base | 75% of base |
| Actual STI Paid ($) | $534,080 (payout factor 128.4%) | n/a |
| Profit-Sharing Bonus | Up to 8.5% of base (French branch rules) | Up to 8.5% of base |
| Company Savings Plan Contribution | €4,200 (subject to €1,400 employee contrib.) | €4,200 (subject to €1,400 employee contrib.) |
| Collective Pension Plan Contribution | €250 (subject to €84 employee contrib.) | €250 (subject to €84 employee contrib.) |
Performance Compensation
Short-Term Incentive (2024)
| Metric | Weighting | Target | Actual | Payout / Factor |
|---|---|---|---|---|
| Corporate optimization initiative (% of SG&A + labor portion of COGS vs sales; excl. restructuring/M&A) | 25% | 37.8% (100% factor) | 38.3% (50% factor) | STI factor 128.4%; STI paid $534,080 |
Notes: Other STI components described in CD&A contributed to the total factor; Tlili’s 2024 STI was denominated in EUR and translated at spot on 2/27/2025 .
Long-Term Incentives (LTIs)
| Award | Grant date | Qty / Terms | Grant date fair value ($) | Vesting |
|---|---|---|---|---|
| PRSUs (2024 LTI) | 3/15/2024 | 3,874 PRSUs | $564,790 | 2024–2026 performance; Adjusted ROIC modified by TSR |
| RSUs (2024 LTI) | 3/15/2024 | 1,915 RSUs | $264,174 | 1/3 per year over 3 years |
| NQSOs (2024 LTI) | 3/15/2024 | 7,466 options @ $141.00 strike | $269,299 | 10-year term; time vesting per option agreement |
| RSUs (Retention) | 5/21/2024 | 1,375 RSUs | $200,000 | Cliff vest on 2nd anniversary; accelerates if terminated without cause |
2021 PRSU performance results (vested in 2024):
| Metric | Weighting | Threshold | Target | Maximum | Actual | Vesting % |
|---|---|---|---|---|---|---|
| Adjusted ROIC | 35% | 8.8% (50%) | 10.8% (100%) | 12.8% (200%) | 9.3% | 64.3% |
| Relative TSR vs S&P 400 MidCap | 65% | 25th pct (50%) | 50th pct (100%) | 75th pct (200%) | 46.5th pct | 93.0% |
| Tlili PRSUs: Target vs Earned | — | Target 3,832 | — | — | Earned 3,179 | — |
Equity Ownership & Alignment
- Stock ownership policy: Executive officers must hold stock/RSUs equal to 3× base salary (CEO 6×); retention of 50% of net shares from vesting until guideline met; Tlili is in compliance and exceeds guideline . Hedging and pledging of Aptar stock are prohibited by policy .
- Beneficial ownership (as of record date): 15,118 shares; RSUs vesting within 60 days: 10,986; <1% of shares outstanding .
Outstanding Awards and Vesting
| Category | Quantity | Value ($) | Notes |
|---|---|---|---|
| RSUs not yet vested (12/31/2024) | 6,755 | $1,061,211 | Vests 2025–2027 (3,255 in 2025; 2,861 in 2026; 639 in 2027) |
| PRSUs unearned (target) | 30,737 | $4,828,783 | Performance periods 2023–2025 and 2024–2026 |
| Options outstanding (grants) | 3/15/2023: 3,571 excercisable / 7,144 unexercisable; 3/15/2024: 7,466 unexercisable | — | Exercise prices $122.52 (2023) and $141.00 (2024) |
2024 Exercises and Vested Awards
| Type | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | 3,167 | $222,683 |
| RSUs vested | 4,068 | $574,907 |
| PRSUs vested | 3,179 | $451,418 |
Employment Terms
| Term | Provision |
|---|---|
| Contract type | French law; unlimited term with legal/contractual notice provisions |
| Base salary and incentives | 2025 base $568,490; STI target 75% of base; profit-sharing up to 8.5% of base |
| Non-compete and non-solicit | Non-compete 2 years; non-solicit 1 year; monthly payments equal to 50% of average monthly gross salary during prior 12 months; breach penalty equals two years’ base salary; payments not made if terminated for cause |
| Severance (involuntary, no cause) | Nine months of base salary plus prorated average annual bonus over prior three years |
| Change-in-Control (CIC) | If involuntary termination within two years of CIC: 15 months base salary plus 1.25× average annual gross bonus over prior three years |
| Potential payments (12/31/2024 scenario) | Involuntary: cash $1,089,989; acceleration RSUs/options $335,880; PRSUs $1,482,867; CIC: cash $1,659,289; acceleration RSUs/options $1,428,454; PRSUs $1,290,707 |
| Non-compete payments (excluded from table) | Additional $584,196 for non-compete arrangement (not included in cash column totals) |
| Retention RSU acceleration | Retention RSUs vest in full upon termination without cause or retirement |
| Clawback | 3-year restatement-based clawback of excess incentive compensation |
| Trading policy | Prohibits hedging, pledging, short sales, or offsetting transactions |
Compensation Structure Analysis
- Strong pay-at-risk mix: 2024 annual equity awards with 75% performance-based component delivered as 50% PRSUs and 25% stock options; RSUs comprise remainder, consistent with shareholder alignment .
- STI rigor and outcomes: 2024 STI factor was 128.4%, yielding $534,080 payout; corporate optimization metric achieved the 50% factor level, indicating other components drove above-target outcomes .
- Retention grant: $200,000 RSU with 2-year cliff vesting reflects targeted retention for Closures leadership and increases near‑term equity overhang but is modest relative to total LTI .
- Ownership discipline: Exceeds 3× salary ownership guideline; hedging/pledging prohibited; reduces misalignment risk .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- 2024 say‑on‑pay support ~97.4% of votes cast; five‑year average ~97% .
- 2025 annual meeting: advisory approval of executive compensation received 55,201,530 for, 2,167,122 against, 43,508 abstain; shareholders also approved an additional 1,000,000 shares under the 2018 Equity Incentive Plan .
Equity Ownership & Pledging
- Beneficial ownership: 15,118 shares; RSUs vesting within 60 days: 10,986; <1% outstanding .
- Pledging/hedging: Explicitly prohibited under Insider Trading Policy; no pledging disclosed .
Investment Implications
- Alignment: High proportion of performance‑based equity (PRSUs tied to ROIC/TSR), strong ownership requirements, and anti‑hedging/pledging policies indicate robust pay-for-performance alignment and reduced governance risk .
- Retention and selling pressure: 2024 vesting and option exercises ($1.25 million combined value realized) create incremental liquidity but retention RSUs cliff vesting and French non‑compete payments suggest lower near‑term departure risk; CIC terms are moderate by U.S. standards and localized to French law .
- Execution track record: Earned PRSUs below target on ROIC but near target on TSR (2021–2023 cycle), while segment trends in Closures are favorable (Q2 2025 core +7%); monitor future PRSU cycles and Closures margin trajectory for continued value creation signals .
- Trading signals: Continued compliance with ownership guidelines and absence of pledging are positive; watch Form 4 filings for incremental sales following vesting cycles and the 2018 Plan share increase approved in 2025 which could increase grant capacity .