Matt Trerotola

About Matt Trerotola

Age 57, independent director at AptarGroup (ATR) since 2022; currently Chair of the Corporate Governance Committee. He is Chief Executive Officer of Enovis Corporation (since April 2022) and Chair of Enovis’ board (since May 2023), with prior senior roles at Colfax (President & CEO, 2015–2022), DuPont (EVP; SVP; Office of the Chief Executive; oversight of Electronics & Communications and Safety & Protection; Asia-Pacific), and Danaher (VP & Group Executive, Life Sciences). The board cites his operational and strategic background across healthcare, medical technologies and regulated markets, change management, emerging markets, and digital strategy as core credentials for ATR’s board .

Past Roles

External Roles

Interlock note: Enovis Corporation appears in ATR’s compensation peer group used for CEO/CFO benchmarking, which speaks to market proximity; peer group selection and decisions are overseen by ATR’s Management Development & Compensation Committee with independent consultant Pay Governance (not by the Corporate Governance Committee that Trerotola chairs) .

Board Governance

• Committee assignments: Chair, Corporate Governance Committee; members include Isabel Marey‑Semper and Candace Matthews; 4 meetings in 2024 .
• Corporate Governance Committee remit: director nominations, independence standards, board/committee/management evaluations, non‑employee director compensation recommendations, and oversight of ESG disclosures and sustainability reporting .
• Independence: ATR board has 9 of 10 directors independent under NYSE standards; Trerotola is independent .
• Board meeting attendance: Board met 7 times in 2024; no current director attended fewer than 75% of board and applicable committee meetings .
• Executive sessions: Independent directors meet in executive session at each regular board meeting, presided by the independent Chair of the Board (Candace Matthews) .
• Stock ownership guidelines for directors: minimum 5× annual cash retainer ($500,000 current threshold); each non‑employee director is compliant or within the 5‑year phase‑in .

Fixed Compensation

• Fee schedule (non‑employee directors): Annual cash retainer $100,000; committee annual retainers—Audit Chair $28,000/Member $11,000; Compensation Chair $22,000/Member $7,000; Corporate Governance Chair $17,000/Member $7,000. Independent Board Chair cash retainer $212,500 .
• Equity: Annual RSU grant under 2018 Plan—approx. $160,000 grant date fair value (Chair: $187,500); on May 1, 2024 non‑employee directors received 1,113 RSUs (Chair: 1,304 RSUs) .

2024 Director Compensation (for Matt Trerotola):

Compensation structure changes (program-level): In 2024 vs 2023, the annual equity grant for non‑employee directors increased by $10,000; Board Chair’s cash retainer increased by $7,500 and equity grant by $17,500, aligning near market median .

Performance Compensation

• Director equity is time‑vested RSUs; no director PSUs/options or performance metrics are disclosed for non‑employee directors’ annual grants . | Equity Award | Grant Date | Shares | Grant Date Fair Value | Vesting | |---|---|---|---|---| | Annual Director RSU (Trerotola) | May 1, 2024 | 1,113 | $160,072 | Time‑based per plan; dividends not paid/current, subject to vesting conditions |

Other Directorships & Interlocks

Expertise & Qualifications

• Board rationale: experience leading a publicly traded medtech company; senior roles at DuPont and Danaher; extensive background in operations/strategy across healthcare, medical technologies, regulated markets; emerging markets and digital strategy .
• Board skills matrix emphasizes executive leadership, public company governance, strategy/M&A/transformation, manufacturing/supply chain, and industry experience (pharma/medtech/consumer/packaging) across the board’s composition .

Equity Ownership

• Ownership guidelines: Directors must hold at least 5× cash retainer; all non‑employee directors compliant or within phase‑in window .
• Hedging/pledging: ATR’s Insider Trading Policy prohibits directors from hedging or pledging ATR securities .
• Related‑party transactions: None requiring disclosure since Jan 1, 2024 .

Governance Assessment

• Board effectiveness: As Corporate Governance Chair, Trerotola drives board refresh, independence standards, evaluations, director pay framework, and ESG disclosure oversight—areas central to investor confidence .
• Independence & attendance: Independent status, with board/committee attendance above the 75% threshold; executive sessions held at each regular meeting under an independent Board Chair—strong governance signals .
• Pay alignment & structure: Director pay mix is cash retainer plus time‑vested RSUs; modest increases in 2024 were to align with market medians; non‑employee director compensation is capped in the 2018 Plan and subject to clawback provisions .
• Say‑on‑pay signal: 2024 advisory vote approval ~97.4% (5‑year average ~97%), indicating broad shareholder support for compensation governance .
• Potential conflicts: While Enovis is in ATR’s executive compensation peer group, peer selection and exec compensation oversight are under ATR’s independent Compensation Committee (with no interlocking relationships in 2024); Trerotola is not on that committee, mitigating conflict risk .

RED FLAGS

• None identified: No related‑party transactions; hedging/pledging prohibited; attendance satisfactory; no disclosed investigations; strong say‑on‑pay support .