Kimberly Y. Chainey

About Kimberly Y. Chainey

Kimberly Y. Chainey is Executive Vice President, Chief Legal Officer and Corporate Secretary of AptarGroup (ATR), serving as global Chief Legal Officer since July 2020 and Corporate Secretary since January 2021; she was 48 as of February 9, 2024 . Under Aptar’s leadership team, 2024 results included record reported sales of $3.6 billion, net income of $375 million, and diluted EPS of $5.53; five-year TSR lagged the S&P 500 and S&P Midcap 400 but exceeded Aptar’s peer group . She routinely signs and acts as corporate officer on SEC filings (e.g., 2025 8-K vote results; 2024 charter amendment), evidencing an active governance role .

Past Roles

External Roles

• Not disclosed in company filings reviewed.

Fixed Compensation

• Base salary, target bonus %, and actual bonus for Ms. Chainey are not disclosed (she was not a named executive officer in 2024 CD&A). Program-wide constructs include market-based salary reviews and annual STI; see Executive Officer Compensation section for NEOs .

Performance Compensation

Aptar’s executive incentive architecture (applicable company-wide, including the CLO role) emphasizes pay-for-performance and equity:

• Short-Term Incentive (STI) design and 2024 metrics/weights:

  • 50% Adjusted EBITDA growth vs. prior year; 25% Core Sales growth; 25% “Optimization initiative” (SG&A + labor cost portion of COGS as % of sales) vs. budget; segment overlays apply to business leaders .

• 2024 company performance context for STI calibration:

  Metric	2024 Actual	Notes
  Corporate STI Adjusted EBITDA growth vs PY	9.8%	Used in STI grid
  Corporate Core Sales growth vs PY	3.0%	Used in STI grid
  Optimization Initiative (cost ratio)	38.3%	Equal to threshold factor level in 2024 grid

• Long-Term Incentive (LTI) structure and vesting:

  LTI Vehicle	Weight	Performance/vesting	Key details
  PRSUs	50%	3-year Adjusted ROIC with TSR vs S&P 400 MidCap as modifier; 0–250% payout	ROIC target adjusted -0.2% per $100M M&A; TSR modifier 75–125% (25th–75th percentile)
  Stock Options	25%	3-year ratable vest	At-market exercise price; value only if stock appreciates
  RSUs	25%	3-year ratable vest	Service-based retention

• Governance overlays:

  • Clawback policy (Dodd-Frank compliant) and standalone recoupment policy .
  • Equity grant timing discipline; no grants around MNPI windows; no option repricing without shareholder approval .

Equity Ownership & Alignment

• Ownership policy: Executive officers must hold Company stock (or RSUs) equal to 3× base salary (CEO 6×); retention of 50% of net shares until compliant .
• Hedging/pledging: Prohibited by Insider Trading Policy and reiterated in compensation governance .
• Beneficial ownership: Ms. Chainey’s individual holdings are not listed in the 2025 proxy’s security ownership table; initial Form 3 at appointment (July 2020) reported no beneficial ownership at that time .
• Group ownership context: All directors and current executive officers as a group (17 persons) held 448,404 shares, with 180,484 options/RSUs vesting within 60 days, as of March 14, 2025 .

Implications:

• Multi-year PRSU/option mix and anti-hedging/pledging reinforce alignment and temper near-term selling pressure; 3-year ratable RSU vesting creates periodic but predictable supply .

Employment Terms

• Specific employment agreement terms for Ms. Chainey are not disclosed in the 2025 proxy. Company employment agreement disclosures cover other executives (CEO, CFO successor and segment presidents) with severance, non-compete and change-in-control provisions, and double-trigger equity vesting norms .

Investment Implications

• Pay-for-performance architecture points to structurally lower compensation risk: STI anchored to EBITDA improvement and cost control, with balanced sales growth; LTI tied to ROIC with relative TSR modifier, discouraging value-destructive growth .
• Alignment and governance are strong: robust ownership guidelines, hedging/pledging bans, clawback, double-trigger CoC equity treatment, and no option repricing .
• Retention risk for CLO appears contained by program features (multi-year LTI, guidelines) and seniority; however, absence of disclosed individual severance/CoC terms limits visibility vs. CEO/CFO peers .
• Shareholder sentiment supportive: say-on-pay approval ~97.4% in 2024 and strong support again in 2025; 2018 Plan share pool increased in 2025, supporting continued equity-based alignment while keeping burn rate in a reasonable range .

Supporting references:

• Officer biography and tenure
• 2024 business highlights and 5-year TSR context
• STI framework, targets, and 2024 actuals
• LTI design (PRSUs/RSUs/options), ROIC/TSR methodology
• Ownership guidelines and trading policy
• Form 3 (initial beneficial ownership)
• Group ownership table
• Employment agreements (comparatives for other execs)
• Say-on-pay results and equity plan approval