Stephan B. Tanda
APTARGROUPAbout Stephan B. Tanda
Stephan B. Tanda, age 59, has served as President & CEO of AptarGroup, Inc. since February 2017 and as a director since 2017, bringing extensive B2B leadership and integration experience from Royal DSM NV; he also currently serves on the board of Ingredion Incorporated . Under his tenure, Aptar reported record 2024 sales of $3.6 billion, net income of $375 million and diluted EPS of $5.53, with five-year TSR lagging the S&P 500 and S&P Midcap 400 but ahead of Aptar’s peer group, and reported ROIC of 13% in 2024; the Pay-Versus-Performance analysis shows a $100 investment in ATR at $144.64 vs $108.24 for the TSR peer group in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Royal DSM NV | Executive Managing Board Director; led Nutrition & Pharma; Americas oversight and corporate duties | 2007–2017 | Global portfolio leadership and transaction/integration experience across nutrition, pharma and regional expansion |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ingredion Incorporated (NYSE) | Director | Current | Governance oversight at global ingredients supplier; cross-industry information flow |
| Patheon NV (NYSE; sold to Thermo Fisher in Aug 2017) | Director | 2016–2017 | Oversaw pharma CDMO during sale; exposure to pharma manufacturing dynamics |
Fixed Compensation
Multi-year CEO compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,118,500 | $1,118,500 | $1,175,000 |
| Stock Awards | $6,836,783 | $4,974,288 | $5,938,995 |
| Option Awards | $0 | $1,166,652 | $1,631,049 |
| Non-Equity Incentive (STI cash) | $823,104 | $769,829 | $765,209 |
| Change in Pension Value | $0 | $658,184 | $353,814 |
| All Other Compensation | $62,120 | $59,676 | $63,390 |
| Total | $8,840,507 | $8,915,129 | $9,927,457 |
- 2024 salary increased 5% to $1,175,000 per the annual salary review .
- As an employee director, Tanda receives no additional compensation for board service .
Performance Compensation
2024 Short-Term Incentive (STI) design and outcome
| Metric | Weighting | Target construct | 2024 Actual | Payout factor |
|---|---|---|---|---|
| STI Adjusted EBITDA (Corporate) | 50% | Year-over-year improvement thresholds from prior year, with target 5% growth; payout scale from 50% at flat to 200% at 15%+ | 9.8% | Scaled per table; part of composite 108.5% |
| Core Sales (Corporate) | 25% | YoY improvement, target 4% growth; payout scale from 50% at flat to 200% at 7%+ | 3.0% | Scaled per table; part of composite 108.5% |
| Optimization initiative (SG&A + labor cost of sales as % of sales) | 25% | Threshold 38.3%, Target 37.8%, Max 37.2% | 38.3% | 50% factor per table; part of composite 108.5% |
- CEO 2024 STI target was 120% of base salary ($1,410,000), paid at 108.5% performance factor; cash STI received $765,209 with additional RSUs elected (below) .
- STI equity election: Tanda elected a portion of STI in RSUs; 5,308 RSUs in lieu of cash plus 1,060 RSUs (20% uplift), total 6,368 RSUs, vesting ratably over three years .
2024 Long-Term Incentive (LTI) mix and grants
| Component | Weight | Vesting/performance | 2024 Grants |
|---|---|---|---|
| PRSUs (Adjusted ROIC with TSR modifier) | 50% | 3-year performance; ROIC target adjusted for acquisitions; TSR modifier 75%/100%/125% at 25th/50th/75th percentile vs S&P 400 MidCap | 23,462 PRSUs; grant date FV $3,420,525 |
| RSUs (time-based) | 25% | 3-year ratable vesting; no dividends during vesting | 11,600 RSUs; grant date FV $1,600,220 |
| Stock Options (NQSO) | 25% | 3-year ratable vesting; 10-year term; strike at FMV (2024 grants); value only if above strike | 45,219 options @ $141.00; grant date FV $1,631,049 |
- Target LTI increased to 520% of salary ($6,110,000) to position CEO pay at peer median; mix: 50% PRSUs, 25% RSUs, 25% options .
- Performance history: 2021 PRSUs earned at 64.3% on Adjusted ROIC and 93.0% on TSR (weighted 35%/65%), resulting in 18,246 earned shares vs 21,995 target .
Realizations in 2024
| Type | Shares realized | Value realized |
|---|---|---|
| RSUs vested | 23,466 | $3,318,865 |
| PRSUs vested (earned) | 18,246 | $2,615,199 |
| Options exercised | 94,000 | $7,313,217 |
Equity Ownership & Alignment
| Ownership/awards | Detail |
|---|---|
| Beneficial ownership | 248,393 shares; less than 1% of outstanding |
| Stock ownership guideline | CEO required to hold 6x base salary; Tanda exceeds guideline |
| Hedging/pledging | Prohibited for directors and executive officers |
Outstanding and vesting schedules (as of 12/31/2024):
| Category | Count/terms | Market/Payout value |
|---|---|---|
| RSUs not yet vested | 41,835 units; scheduled vest: 2025 22,741; 2026 13,000; 2027 6,094 | $6,572,279 (at $157.10) |
| PRSUs unearned (shown at max for disclosure) | 175,576 units across performance cycles | $27,582,990 (at $157.10) |
| Options exercisable | 39,838 @ $74.79 exp. 2/10/2027 | — |
| Options unexercisable | 39,202 @ $122.52 exp. 3/15/2033; 45,219 @ $141.00 exp. 3/15/2034 | — |
Insider selling pressure indicators:
- Significant scheduled RSU vesting in 2025–2027 and PRSU outcomes drive equity deliveries; plan prohibits hedging/pledging and requires 50% net share retention until guidelines are met, mitigating forced selling .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement term | Through Dec 31, 2026; auto-renews annually; not beyond Dec 31, 2030 |
| Minimum salary | $1,175,000 per year (2025 approved level); may increase, not decrease |
| Severance (no CIC) | If terminated without cause: 1.5x salary plus 1.5x greater of target bonus or average of prior two years, paid over 18 months; continuation of medical/disability/life for 18 months; prorated bonus |
| Change-in-control (double trigger) | If terminated without cause or for good reason within two years after a change in control: lump sum 3x highest annualized salary and 3x average bonus for prior three years; prorated bonus at least equal to the three-year average; continuation of medical/disability/life for 3 years |
| Non-compete / non-solicit | Prohibits employment by competitors for 18 months or 2 years depending on termination circumstances |
| Clawback | Stand-alone clawback for accounting restatements under Dodd-Frank; recoup excess incentive comp for three years prior to restatement |
| Tax gross-ups | No tax gross-up agreements for NEOs other than relocation/expatriate-related benefits |
Board Governance
- Board service and independence: Tanda is a director with no committee memberships; he is not independent as CEO .
- Structure: Independent Chair separate from CEO; Audit, Compensation, and Governance committees are 100% independent; 9 of 10 current directors are independent .
- Attendance: Board met 7 times in 2024; no director below 75% attendance; Tanda attended the 2024 annual meeting .
- Director pay (context): Non-employee directors receive cash and RSU retainers; employee directors like Tanda receive no board compensation .
Dual-role implications:
- Separation of Chair/CEO and fully independent key committees mitigate governance risks associated with CEO-director duality; independence policies, executive sessions, and majority voting further reinforce oversight of management .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval was approximately 97.4% of votes cast, with five-year average ~97%; the Compensation Committee maintained the program design given strong support .
Compensation Peer Group (for CEO/CFO benchmarking)
- Albemarle; Ashland Global; Berry Global; Catalent; CCL Industries; Enovis; ICU Medical; Ingredion; International Flavors & Fragrances; McCormick; Perrigo; Revvity; Sealed Air; Sensient Technologies; Silgan Holdings; Sonoco Products; Stericycle; STERIS; Teleflex; West Pharmaceutical Services .
Expertise & Qualifications
- Global B2B leadership across nutrition, pharma, packaging-related markets; transaction and integration experience; current public board service at Ingredion; board deemed his skills valuable given Aptar’s markets .
Performance Compensation – detailed table
| Element | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STI | Adjusted EBITDA (Corporate) | 50% | 5.0% growth yields 100% (scale to 200% at 15%) | 9.8% | Part of composite 108.5% | Cash paid Feb 2025; optional RSUs election |
| STI | Core Sales (Corporate) | 25% | 4.0% growth yields 100% (scale to 200% at 12%) | 3.0% | Part of composite 108.5% | Cash/RSU election |
| STI | Optimization % of sales | 25% | 37.8% target; 37.2% max | 38.3% | 50% factor | — |
| LTI | Adjusted ROIC | 50% of PRSU payout pre-TSR modifier | Challenging but achievable levels; target adjusted -0.2% per $100M acquisitions | 3-year (2024–2026) | 0–250% shares | Cliff at cycle end |
| LTI | TSR modifier vs S&P 400 MidCap | Applies 75%/100%/125% to ROIC payout | 25th/50th/75th percentile thresholds | 3-year (2024–2026) | Modifier applied | Cliff at cycle end |
Related Policies and Risk Controls
- Equity plan prohibits option/SAR repricing and below-market grants; minimum one-year vesting on 95% of shares; strict share counting; dividends restricted until vest; director compensation caps .
- Insider Trading Policy prohibits hedging and pledging Aptar securities; executive ownership retention of 50% of net shares until guidelines met .
Investment Implications
- Alignment: High equity mix (70% of CEO target pay in 2024) with rigorous ROIC and relative TSR modifiers plus strict hedging/pledging prohibitions supports long-term shareholder alignment and reduces misaligned risk-taking .
- Retention risk: Contract auto-renewal through 2026 with 1.5x severance and robust double-trigger CIC (3x salary and bonus) plus sizeable unvested RSU/PRSU balances suggest strong retention incentives but also potential CIC payout overhang in M&A scenarios .
- Near-term trading signals: Material RSU vesting tranches in 2025–2027 and continuing PRSU cycles may drive periodic Form 4 activity; however, ownership guidelines and no-hedging/pledging constraints temper selling pressure .
- Performance lens: Five-year TSR underperformance vs major indices but outperformance vs the peer group and 2024 ROIC at 13% indicate improving capital efficiency; pay-versus-performance CAP is sensitive to stock price and PRSU outcomes, reinforcing focus on ROIC and TSR relative standing .