Ralf K. Wunderlich

About Ralf K. Wunderlich

Ralf K. Wunderlich is an independent director of AptarGroup, Inc. (ATR), age 58, serving on the Board since 2009, with current committee membership on the Management Development and Compensation Committee. He is a seasoned packaging industry executive, currently President & CEO of Huhtamaki Oyj (since January 2025), and Chair of Shepherd Building Group Ltd., with prior senior roles at Amcor and board positions at Essentra PLC, Klöckner Pentaplast, LINPAC Group, and AMVIG Group . The Board affirms his independence under NYSE standards and cites his international packaging experience as core credentials supporting board effectiveness .

Past Roles

The proxy highlights his senior leadership in global packaging and international operating experience as key qualifications to continue serving .

External Roles

Board Governance

• Independence: 9 of 10 current directors are independent; Wunderlich is classified independent under NYSE listing standards .
• Committee service: Member, Management Development & Compensation Committee (MDC); 6 MDC meetings held in 2024 .
• Attendance: Board met 7 times in 2024; no director attended fewer than 75% of Board and committee meetings during their term .
• Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; presided by independent Chair (Candace Matthews) .
• Ownership policy: Directors must hold shares equal to 5× annual cash retainer; current required value $500,000; each non-employee director is in compliance or within phase-in .
• Hedging/pledging: Prohibited by Insider Trading Policy for directors and executive officers .
• Governance documents: Corporate Governance Principles, Director Independence Standards, and Committee Charters publicly available .
• Overboarding/outside commitments: Corporate Governance Committee annually reviews directors’ outside positions and time commitments to ensure capacity to serve .

Fixed Compensation

Additional program elements: Audit Chair $28,000; Audit Member $11,000; MDC Chair $22,000; MDC Member $7,000; Corporate Governance Chair $17,000; Corporate Governance Member $7,000 .

Performance Compensation

Directors at ATR do not receive performance-conditioned equity; annual director equity grants are time-based RSUs with standard vesting (no dividends during vesting; dividends, if any, are subject to same vesting conditions) . The performance framework below reflects metrics overseen by Wunderlich as an MDC member for executive pay (indicative of board compensation governance quality):

MDC retains independent consultant Pay Governance; confirms consultant independence and utilizes peer/market data; no interlocking relationships among MDC members in 2024 . Say-on-pay support: 97.4% approval in 2024; ~97% 5-year average—no program changes required by vote feedback .

Other Directorships & Interlocks

Expertise & Qualifications

• Packaging industry leadership across regions (Europe, Americas, Asia) and segments (healthcare/pharma, consumer) .
• International/global operating experience; senior executive credentials in large industrial/packaging organizations .
• Board’s stated rationale: senior executive roles at global packaging leaders and deep sector knowledge justify continued service .

Equity Ownership

• Director stock ownership guideline: 5× annual cash retainer = $500,000 requirement; achieved within 5 years; all non-employee directors are compliant or within phase-in as of record date .
• Hedging/pledging of Aptar equity prohibited by policy .

Fixed vs Equity Mix (2024 Director Compensation Line-Item)

Grant mechanics:

• Grant date May 1, 2024; standard non-employee directors received 1,113 RSUs; Chair received 1,304 RSUs .
• 2024 RSU fair value per share $143.82 (discounted for dividends not received during vesting) .

Governance Assessment

• Strengths

  • Long-tenured independent director (since 2009) with deep sector expertise and international leadership, supporting board oversight of global packaging operations .
  • Active MDC member with robust pay governance: independent consultant, clear metrics (EBITDA, sales, cost optimization; ROIC with TSR modifiers), and strong shareholder support for executive pay (~97% approval) .
  • Solid director alignment: meaningful share ownership; strict anti-hedging/pledging; director ownership requirement ($500,000) .
  • Board practices: independent Chair; majority voting with resignation policy; regular executive sessions; comprehensive independence standards .

• Potential Red Flags/Monitoring

  • External CEO role at Huhtamaki (packaging adjacency) raises potential for time-commitment and industry-conflict monitoring; mitigated by annual review of outside commitments and formal Related Person Transactions Policy; no related person transactions disclosed for 2024–2025 .
  • Broader industry overlap warrants ongoing oversight via Audit Committee related-party approvals and independence re-assessment, which the Board performs annually .

No SEC investigations, related-party transactions involving Wunderlich, hedging/pledging, or delinquent Section 16(a) reports were disclosed for him; one late Form 4 in 2024 related to another executive (Tlili) due to administrative oversight .

Appendix: Committee Assignments and Meetings (2024)

MDC members (2024): G. Kampouri Monnas (Chair), B. Owens, R. Wunderlich, J. Xing; MDC confirms consultant independence and no interlocks among members .