UNITED STATES
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Washington, D.C. 20549

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Crown Holdings, Inc.

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Crown Holdings, Inc.
One Crown Way770 Township Line Road
Philadelphia,Yardley, Pennsylvania 1915419067
________________________

NOTICE OF 20172019 ANNUAL MEETING OF SHAREHOLDERS
________________________


NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CROWN HOLDINGS, INC. (the "Company"“Company”) will be held at the Park Hyatt ZurichCompany’s Corporate Headquarters located at Beethoven-Strasse 21, 8002 Zürich, Switzerland770 Township Line Road, Yardley, Pennsylvania on the 2725th day of April 20172019 at 9:0030 a.m. local time to elect Directors; to ratify the appointment of independent auditors for the fiscal year ending December 31, 2017;2019; to vote on an advisory resolution to approve executive compensation for the Named Executive Officers as disclosed in this Proxy Statement (the "Say-on-Pay"“Say-on-Pay” vote); to vote on the frequency of future Say-on-Pay votes; if properly presented, to consider and act upon a Shareholder proposal requesting the Board of Directors to change the shareholder aggregation rule in the Company's existing proxy access By-Law;adopt a policy for an independent Board Chairman; and to transact such other business as may properly come before the Annual Meeting.
 
Only Shareholders of Common Stock of record as of the close of business on March 7, 20175, 2019 will be entitled to vote.


By Order of the Board of Directors
 
ADAM J. DICKSTEIN
Corporate Secretary
 

Philadelphia,Yardley, Pennsylvania
March 20, 201718, 2019
 


Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 27, 2017:25, 2019:
 
The Proxy Statement and Proxy Card relating to the Annual Meeting of Shareholders
and the Annual Report to Shareholders are available at
http:https://www.crowncork.com/investors/proxy-online


TABLE OF CONTENTS


2017 PROXY SUMMARY2019 Proxy Statement Summary
1
QUESTIONS AND ANSWERS ABOUT THE 2017 ANNUAL MEETING
2
PROPOSAL 1:  ELECTION OF DIRECTORSQuestions and Answers about the 2019 Annual Meeting
8
12
DIRECTOR COMPENSATION
12
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Proposal 1:  Election of Directors
13
18
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND  EXECUTIVE OFFICERS
14
CORPORATE GOVERNANCEDirector Compensation
16
22
COMPENSATION DISCUSSION AND ANALYSIS
20
COMPENSATION COMMITTEE REPORTSection 16(a) Beneficial Ownership Reporting
36
EXECUTIVE COMPENSATION     Compliance
38
23
PRINCIPAL ACCOUNTANT FEES AND SERVICES
49
AUDIT COMMITTEE REPORTCommon Stock Ownership of Certain Beneficial
50
PROPOSAL 2:  RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS     Owners, Directors and Executive Officers
51
24
PROPOSAL 3:  VOTE ON ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
52
PROPOSAL 4:  ADVISORY VOTE ON FREQUENCY OF FUTURE SAY-ON-PAY VOTESCorporate Governance
53
26
PROPOSAL 5:  SHAREHOLDER PROPOSAL TO CHANGE THE SHAREHOLDER AGGREGATION RULE IN THE COMPANY'S EXISTING PROXY ACCESS BY-LAW
54
OTHER MATTERSCompensation Discussion and Analysis
57
30
2018 Say-On-Pay Vote Results30
At-Risk Compensation31
Pay-for-Performance Alignment -
Forfeiture of Performance Shares32
Role of the Compensation Committee32
Compensation Philosophy and Objectives32
Committee Process33
Role of Executive Officers in Compensation
    Decisions34
Executive Compensation Consultant34
Use of Benchmarking34
Peer Group Composition34
Compensation Strategy for CEO35
Compensation Strategy for NEOs other than
    the CEO36
Components of Compensation36
Base Salary36
Annual Incentive Bonus37
Long-Term Equity Incentives40


i

2017 PROXY SUMMARY

Retirement Benefits43
Perquisites44
Severance45
Tax Deductibility of Executive
    Compensation45
Compensation Committee Report45
Executive Compensation46
Summary Compensation Table46
Grants of Plan-Based Awards48
Outstanding Equity Awards at Fiscal
    Year-End50
Option Exercises and Stock Vested52
Pension Benefits53
Employment Agreements and Potential
    Payments upon Termination54
Pay Ratio Disclosure57
Principal Accountant Fees and Services58
Audit Committee Report59
Proposal 2:  Ratification of Appointment of Independent Auditors60
Proposal 3:  Advisory Vote to Approve Executive Compensation61
Proposal 4:  Shareholder Proposal Requesting the Board of Directors to Adopt a Policy for an Independent Board Chairman62
Other Matters65

ii
2019 PROXY STATEMENT SUMMARY
This is a summary highlights certain information contained elsewhere in this Proxy Statement related to the Company's 2017 Annual Meeting of Shareholders.  This summaryonly and does not contain all of the information that you should consider, andconsider.  We urge you shouldto carefully read the entire Proxy Statement and the Company's 2016 Annual Report on Form 10-K carefully before voting.

2017Crown Holdings, Inc. - 2019 Annual Meeting

Time and Date:
9:0030 a.m., local time, April 27, 201725, 2019
  
Place:
Park Hyatt Zurich770 Township Line Road
 Beethoven-Strasse 21
8002 Zürich
SwitzerlandYardley, Pennsylvania
  
Record Date:
March 7, 2017
Who May Vote:
5, 2019.  Only Shareholders of record of Crown Holdingsthe Company’s Common Stock at the close of business on March 7, 2017, the Record Date will be entitled to vote at the Annual Meeting.


20172019 Annual Meeting Proposals

Agenda ItemBoard RecommendationPage
1.  Election of twelve directorsDirectorsFOR EACH DIRECTOR NOMINEE818
2.  Ratification of appointment of Independent AuditorsFOR5160
3.  Vote on advisory resolutionAdvisory vote to approve executive compensationFOR5261
4.  Advisory vote on frequency of future Say-on-Pay votesEVERY YEAR53
5.  Shareholder proposal requesting the Board of Directors to change the shareholder aggregation rule in the Company's existing proxy access By-Lawadopt a policy for an independent Board ChairmanAGAINST5462


How to Cast Your Vote

You can vote by any of the following methods:

InternetPhoneMailIn Person
INTERNET/MOBILE –
www.proxypush.com/cck -
Deadline for voting online is 11:59 p.m. (CT) on April 26, 2017.24, 2019.
PHONE – 1-866-883-3382–
Deadline for voting by phone is 11:59 p.m. (CT) on April 26, 2017.24, 2019.
MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.  Your proxy card must be received before the Annual Meeting.
IN PERSON – For instructions on attending
 the Annual Meeting, please
 see "“Questions and Answers About
about the 20172019 Annual MeetingMeeting”" on page 2.12.

1

Proposal 1:  Election of Directors

There are eleven nominees for election to the Board of Directors.  Additional information on each nominee may be found under Proposal 1:  Election of Directors, beginning on page 18.
      Committee Memberships
 
Name and Primary Occupation
 Age 
Director
Since
 
 
Independent
 
 
A
   C    NCG    E  
John W. Conway
Chairman of the Board of the Company
 73 1997 Yes       Chair
Timothy J. Donahue
President and Chief Executive Officer of the Company
 56 2015 No       ✓
Andrea J. Funk
VP Finance, Americas of EnerSys
 49 2017 Yes ✓ ✓    
Rose Lee
President of DuPont Safety & Construction 
 53 2016 Yes ✓   ✓  
William G. Little
Former Chairman and Chief Executive Officer of West Pharmaceutical Services 
 76 2003 Yes     Chair ✓
Hans J. Löliger
Vice Chairman of GTF Holding 
 76 2001 Yes   Chair   ✓
James H. Miller
Former Chairman and Chief Executive Officer of PPL Corporation 
 70 2010 Yes   ✓ ✓  
Josef M. Müller
Former President of Swiss Association of Branded Consumer Goods “PROMARCA”
 71 2011 Yes ✓ ✓    
Caesar F. Sweitzer
Former Senior Advisor and Managing Director of Citigroup Global Markets
 68 2014 Yes Chair   ✓  
Jim L. Turner
Principal of JLT Beverages; Chairman of Dean Foods
 73 2005 Yes   ✓ ✓  
William S. Urkiel
Former Senior Vice President and Chief Financial Officer of IKON Office Solutions
 
 73 2004 Yes ✓   ✓  

A: Audit Committee   C: Compensation Committee   NCG: Nominating and Corporate Governance Committee   E: Executive Committee
2
BOARD TENURE
Less than 6 years6 – 10 yearsMore than 10 years


The eleven Director nominees standing for reelection to the Board have diverse backgrounds, skills and experiences. We believe their varied backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior executive team.
 

3
Governance Best Practices

The Board of Directors is committed to maintaining strong corporate governance.  The Board continually monitors emerging best practices in governance to best serve the interests of the Company’s Shareholders.  The Corporate Governance section beginning on page 26 describes our governance framework.  We call your attention to the following best practices.

✓Annual election of all Directors
✓Resignation policy applicable to Directors who do not receive a majority of votes cast in uncontested elections
✓Proxy access
✓Annual Shareholder engagement
✓Overboarding limits
✓Diverse board (gender, race, nationality)
✓Independent, non-executive Chairman of the Board
✓10 of 11 Directors independent – all key committees consisting solely of independent Directors
✓Independent Presiding Director
✓Executive sessions of Non-Management Directors held regularly
✓Robust stock ownership guidelines for Directors and Named Executive Officers
✓Prohibition on pledging and hedging of the Company’s stock by Directors, Officers and other insiders
✓Code of Business Conduct and Ethics that applies to Directors and employees
✓No supermajority voting requirement to amend By-Laws
✓No poison pill
✓Oversight of sustainability/ESG assigned to Nominating and Corporate Governance Committee
Shareholder Engagement
The Company has developed a multi-platform Shareholder engagement program that results in active dialogue with both current and prospective global Shareholders.  Major elements of the program include individual or group investor meetings, scheduled teleconferences, participation in sponsored institutional investor conferences and investor visits to Company manufacturing or administrative facilities.  In December 2018, the Company also hosted current and prospective investors at a special conference at one of the facilities of the Company’s new Transit Packaging Division.  Participants also joined the conference via webcast.  Subjects of discussion at these events include long-term strategy, historical and pro forma financial information, recent and pending acquisitions, major trends and issues affecting the Company’s businesses, industry dynamics, executive compensation, sustainability and corporate governance, among other matters.  During last year’s engagement cycle we estimate that we had personal contact with investors owning well over 50% of the Company’s outstanding shares.
4
Corporate Responsibility and Sustainability

Corporate responsibility and sustainability are integral to the Company’s business strategy.  The Company’s Nominating and Corporate Governance Committee has oversight of the Company’s sustainability efforts pursuant to its Committee charter.  We operate with a relentless focus on safety, innovation and efficiency – both in our manufacturing processes and our use of resources. That discipline has enabled us to reduce our overall energy consumption and greenhouse gas emissions, even as demand for our metal packaging products has continued to increase and we have grown our global footprint to best support our regional and international customers.  Our focus on sustainability is aided by the strong recyclability credentials of aluminum and steel, our primary raw materials for metal packaging.  Our containers are produced from permanent materials such as aluminum and iron ore that can be infinitely recycled with no loss of physical properties. These natural elements maintain their properties forever, making metal a key contributor to the circular economy. This constant reuse into new containers or other metal products saves raw materials and energy and reduces CO2 emissions.

The Company issued its most recent biennial Sustainability Report in 2017.  The report uses the Global Reporting Initiative’s G4 guidelines and is available in full at https://sustainability.crowncork.com.
Some highlights from our recent sustainability results are as follows:
 ●We participate in CDP’s (formerly known as the Carbon Disclosure Project’s) climate change program to further increase transparency with customers and other important stakeholders. Our last three annual submissions have received high rankings, placing us in the “Leadership” and “Management” tiers.  Crown consistently scores as one of the highest companies in the packaging sector.
 ●We established a goal to reduce energy consumption by 5% per billion standard units of production (our unit of measure for metal packaging defined in the report) from 2015 levels by the end of 2020.  As of December 31, 2017, we have exceeded this goal, reducing energy consumption by 5.1% per billion standard units.
 ●We established a goal to reduce Scope 1 and Scope 2 greenhouse gas emissions by 10% per billion standard units of production from 2015 levels by the end of 2020. As of December 31, 2017, we are more than three-quarters of the way towards achieving this goal, with greenhouse gas emissions reduced by 7.6% per billion standard units.  Absolute emissions decreased by 1.1% while we have increased production by over 7.1%.
During the reporting period, the Company won numerous awards in multiple U.S. states and in all three of our global geographic divisions in areas such as safety, recycling, pollution prevention and green manufacturing.

We are actively working to integrate our new Transit Packaging Division, which has a much more diverse set of product offerings and manufacturing formats than our metal packaging business, into our sustainability measurement methodology.  The data above do not include Transit Packaging.  Nevertheless, we note that a large percentage of the products sold from the Transit Packaging Division are themselves made from recycled materials and that the Transit Packaging Division itself recycles millions of pounds of material to manufacture its products.

5
Proposal 2 – Ratification of Appointment of Independent Auditors

As a matter of good corporate governance, we are asking you to ratify the selection by the Audit Committee of PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for 2019.  The following table summarizes the fees PwC billed to the Company for 2018.

Audit Fees
 
Audit-Related FeesTax Compliance Fees
Tax Advisory Services Fees
 
All Other Fees
$10,065,000$711,000$426,000$1,757,000$71,000
Additional information in the section titled “Principal Accountant Fees and Services” and the Audit Committee Report may be found on pages 58 and 59.

Proposal 3 – Advisory Vote to Approve Executive Compensation
At the 2018 Annual Meeting, the say-on-pay resolution with respect to 2018 Named Executive Officer (“NEO”) compensation received a favorable vote of over 95%.  Accordingly, the general approach to the compensation of the NEOs, including the Chief Executive Officer (“CEO”), remained largely unchanged.  See Compensation and Discussion Analysis (“CD&A”) that begins on page 30.  Below is a summary of the CEO’s compensation for 2016, 2017 and 2018.  Compensation of Mr. Donahue and the other NEOs is more fully described in the Summary Compensation Table on page 46.

Name and PositionYearSalary Grant Date Projected Value of Unvested Restricted Stock AwardsNon-Equity Incentive Plan CompensationChange in Pension ValueAll Other Compensation
Total Realizable Compensation(1)
Total Actual Realized Compensation(2)
Timothy Donahue
President and Chief Executive Officer
2018$1,100,000$5,720,055$1,735,800$1,183,618$ 77,268$ 9,816,741$5,498,602
20171,000,0005,200,0042,295,600 2,810,148634,20811,939,9608,500,616
2016915,0005,051,1132,594,8491,994,476419,18810,974,6266,974,883

(1)Sum of the previous five columns.
(2)
Total Actual Realized Compensation is computed by subtracting, from Total Realizable Compensation, the Grant Date Projected Value of Unvested Restricted Stock Awards (because all or part of those awards may never vest in the future) and then adding in the value of Company stock previously granted under the Company’s long-term incentive compensation plan that actually vested in the relevant year, computed at the market value at the date of vesting, which was $1,401,916 for shares vesting in 2018, $1,760,660 for shares vesting in 2017 and $1,051,370 for shares vesting in 2016.  100% of performance-based shares were forfeited in 2018, 34% of performance-based shares were forfeited in 2017 and 63% of performance-based shares were forfeited in 2016.  The performance-based shares vesting in these years were from grants made to Mr. Donahue when he was the Company’s President and Chief Operating Officer.

6
Pay for Performance Alignment – NEO Forfeiture of Performance-Based Shares

The Company has developed an executive compensation program that is ownership-oriented and that rewards the attainment of specific annual and long-term goals that will result in improvement in Shareholder value.  Two-thirds of our NEOs’ share awards are performance-based, and vesting has been based on the Company’s relative total shareholder return (“TSR”) against a peer group (and beginning with 2017 grants, also on the Company’s return on invested capital as a second metric).  Based on the Company’s TSR under-performance versus its peer group for the measurement periods related to the vesting of performance-based shares in 2018 and 2019, the Company’s NEOs, including the CEO, forfeited 100% of the performance-based shares awarded to them.






7
Elements of Total Direct Compensation
The allocation of 2018 total direct compensation for our CEO and for our other NEOs among the various components of compensation is set forth in the following charts that highlight the Company’s emphasis on “at risk” and equity-based compensation.

ANNUALLONG-TERMAnnual SalaryTime-Based Restricted Stock33% of long-term compensation


8
Executive Compensation Best Practices
WHAT WE DO

✓
Benchmark our NEOs’ compensation at the 50th percentile of our peer group
✓Provide a majority of the direct compensation paid to our NEOs in performance-based compensation
✓Allocate two-thirds of compensation under the Company’s long-term incentive plan to performance-based share awards and one-third to time-based share awards
✓Vest performance-based shares on the basis of two metrics (total shareholder return and return on invested capital)
✓Base payouts under the Company’s Annual Incentive Bonus Plan on the achievement of specified levels of economic profit and modified operating cash flow
✓Require minimum holdings of Company stock by our NEOs
✓“Clawback” non-equity incentive bonus payments to NEOs in the event of certain acts of misconduct
✓Engage an independent compensation consultant for our Compensation Committee
✓Utilize tally sheets to review total compensation, compensation mix, internal pay equity, payouts under certain potential termination scenarios and the aggregate value of retirement benefits
✓Hold annual Say-On-Pay votes

WHAT WE DON’T DO

✓Allow carry-forward or banking of economic profit achievement in our Annual Incentive Bonus Plan
✓Use subjective individual qualitative factors in determining executives’ annual bonuses
✓Include tax gross-up provisions in any new or revised executive employment agreements
✓Provide excessive perquisites
✓Permit hedging or pledging of Company stock

Please read the CD&A, beginning on page 30, for a more detailed description of the Company’s executive compensation program.
9

Proposal 4 - Shareholder Proposal Requesting the Board of Directors to Adopt a Policy for an Independent Board Chairman

Mr. John Chevedden has advised he intends to submit a Shareholder proposal requesting the Board of Directors to adopt a policy for an independent Board Chairman.

The Board has carefully considered this Shareholder proposal and believes that it is unnecessary and potentially detrimental to the Company and its Shareholders. Accordingly, the Board recommends a vote AGAINST Proposal 4.

The Company has both an independent Chairman of the Board and an Independent Presiding Director.  Ten of the Company’s eleven Directors, including the Company’s non-executive Chairman of the Board, qualify as independent under the listing standards of the New York Stock Exchange.  The Board believes that it is important to maintain the flexibility to establish a leadership structure that best serves the interests of the Company and its Shareholders as circumstances evolve.  Additional information may be found under “Proposal 4 – Shareholder Proposal Requesting the Board of Directors to Adopt a Policy for an Independent Board Chairman” on page 62.


10




















(This Page Intentionally Left Blank)
11
QUESTIONS AND& ANSWERS ABOUT THE 20172019 ANNUAL MEETING



Why am I receiving these materials?

The Company is providing you this Proxy Statement, the accompanying Proxy Card and a copy of our Annual Report for the year ended December 31, 2016,2018, containing audited financial statements, in connection with our Annual Meeting of Shareholders or any adjournments or postponements of the Annual Meeting.  The Meeting will be held on April 27, 201725, 2019 at 9:0030 a.m. local time at the Park Hyatt ZurichCompany’s Corporate Headquarters located at Beethoven-Strasse 21, 8002 Zürich, Switzerland.770 Township Line Road, Yardley, Pennsylvania.  As a Shareholder of the Company, you are cordially invited to attend the Annual Meeting and are entitled and requested to vote on the matters described in this Proxy Statement.  The accompanying Proxy is solicited on behalf of the Board of Directors of the Company. We are mailing this Proxy Statement and the accompanying Proxy Card and Annual Report to our Shareholders on or about March 20, 2017.18, 2019.
 
What is a Proxy?
 
A Proxy is your legal designation of another person to vote the shares that you own in accordance with your instructions.  The person you appoint to vote your shares is also called a Proxy.  On the Proxy Card you will find the names of the persons designated by the Company to act as Proxies to vote your shares at the Annual Meeting.  The Board is asking you to allow any of the persons named as Proxies on the Proxy Card (all of whom are Officers of the Company) to vote your shares at the Annual Meeting.  The Proxies must vote your shares in the manner you instruct.
 
Who is entitled to vote?
 
Only Shareholders as of the close of business on March 7, 2017 ("5, 2019 (“Record Date"Date”) are entitled to receive notice of, to attend and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.  Each Shareholder has one vote per share on all matters to be voted on.  As of the Record Date, there were 139,124,617135,328,379 shares of Common Stock outstanding.
 
What is the difference between holding shares as a Shareholder of record“record owner” and as a beneficial owner?“beneficial owner”?
 
Record Owners:  If your shares are registered directly in your name with Wells FargoEQ Shareowner Services, the Company'sCompany’s stock transfer agent, you are considered the Shareholder“Shareholder of recordrecord” or “record owner” with respect to those shares.  You vote your shares directly and may vote in-person at the Annual Meeting with no prior authorizations required.
 
Beneficial Owners:  If your shares are held in an account at a brokerage firm, bank or trust as custodian on your behalf, you are considered the beneficial owner“beneficial owner” of thesethose shares.  Your shares are registered on the Company'sCompany’s books in the name of the brokerage firm, bank or trust, or theirits nominee.  Shares held in this manner are commonly referred to as being held in "street“street name."”  As the beneficial owner of the shares, you have the right to direct your broker, bank or trustee how to vote your shares by using the vote instruction card sent to you along with this Proxy Statement.  You also are invited to attend the Annual Meeting. However, because a beneficial owner is not the Shareholder of record, you may not vote these shares in person at the Annual Meeting, or participate in the Annual Meeting, unless you obtain a legal proxy from the broker, bank or trust who is athe Shareholder of record, or holds a legal proxy from athe Shareholder of record, giving you the right to vote the shares at the Annual Meeting.


212
What proposals will be voted on at the Annual Meeting?
 
Shareholders will vote on fivefour proposals at the Annual Meeting:
 
 ●Thethe election of Directors
 ●Thethe ratification of the appointment of the Company'sCompany’s independent auditors for the fiscal year ending December 31, 20172019
 ●A vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this Proxy Statement (the "Say-on-Pay"“Say-on-Pay” vote)
 ●An advisory vote on the frequency of future Say-on-Pay votes
Aa Shareholder proposal requesting the Board to change the shareholder aggregation rule in the Company's existing proxy access By-Lawadopt a policy for an independent Board Chairman
The Company also will consider any other business that properly comes before the Annual Meeting in accordance with Pennsylvania law and the Company'sCompany’s By-Laws.
 
How does the Board of Directors recommend that I vote?
 
The Board of Directors recommends that you vote your shares:
 
 ●
"FOR"“FOR” each of the nominees for election to the Board
 ●
"FOR"“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company'sCompany’s independent auditors for 20172019
 ●
"FOR“FOR”" the advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this Proxy Statement
 ●
"EVERY YEAR" for the advisory vote on the frequency of future Say-on-Pay votes
"AGAINST"“AGAINST” the Shareholder proposal requesting the Board to change the shareholder aggregation rule in the Company's existing proxy access By-Lawadopt a policy for an independent Board Chairman
What happens if additional matters are presented at the Annual Meeting?
 
Other than the items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a Proxy to the persons named on the Proxy Card, they will have the discretion to vote your shares in their best judgment with respect to any additional matters properly brought before the Annual Meeting in accordance with Pennsylvania law and the Company'sCompany’s By-Laws.  Moreover,Also, if for any reason any of our nominees isare not available as a candidatecandidates for Director, the persons named as Proxies will vote the Proxies for any other candidate or candidates who may be nominated by the Board.
 
How do I vote my shares?
 
You may vote your shares by Proxy or in person.  You may vote by Proxy by:
 
 ●
telephone, using the toll-free number listed on your Proxy Card or vote instruction card or
the Internet, at the web address provided on the cover page 1 of this Proxy Statement or on your Proxy Card or vote instruction card or
 ●
the Internet, at the web address provided on page 1 of this Proxy Statement or on your Proxy Card or vote instruction card or
 ●
mail, by marking, signing, dating and mailing your Proxy Card or vote instruction card and returning it in the envelope provided. If you return your signed Proxy Card or vote instruction card but do not mark the boxes showing how you wish to vote, your shares will be voted FOR Proposals 1 through 3 the option of EVERY YEAR  for Proposal 4 and AGAINST Proposal 5.4.
3
You may alsoIf you want to vote in person at the Annual Meeting ifand you are a Shareholder of record.record owner, you need no prior authorization.  If a brokerage firm, bank or trust holds your shares in street name, you must obtain a legal proxy from that firm before you can vote the shares in person at the Annual Meeting.
 

13
The deadline for voting by telephone or electronically through the Internet is 11:59 p.m. Central Time, April 26, 2017.24, 2019.
 
Will my shares be voted if I do not provide my Proxy?
 
It depends on whether your sharesyou are registered directly in your own namea record owner or are held on your behalf in street name by a brokerage firm, bank or trust.beneficial owner.  If you are a registered Shareholder holding your shares directly in your own name,record owner, your shares will NOT be voted unless you provide a Proxy or vote in person at the Annual Meeting.  In the case ofFor beneficial owners who hold shares held in street name through brokerage firms, those firms generally have the authority to vote their clients'clients’ unvoted shares in their discretion on certain routine matters.  For example, if your sharesyou are held in the name of a brokerage firmbeneficial owner and you do not provide voting instructions, thatyour brokerage firm canmay vote your shares with respect to the ratification of the appointment of independent auditors (Proposal 2), as this matter is considered routine under the applicable New York Stock Exchange ("NYSE"(“NYSE”) rules.  All other matters to be voted on at this year'syear’s Annual Meeting are not considered routine, and your broker voting on a routine matter cannot vote your shares on those non-routine matters without your instruction ("(“broker non-votes"non-votes”).
 
Beneficial Owners:  The Company urges you to instruct your broker, bank or trust on how to vote your shares.
 
What constitutes a quorum?
 
The presence, in person or by Proxy, of Shareholders entitled to cast a majority of votes will be necessary to constitute a quorum for the transaction of business at the Annual Meeting.  WITHHOLD votes with respect to Director nominees and abstentionsABSTAIN votes will be counted in determining the presence of a quorum as well as shares subject to broker non-votes if the broker votes the shares on a routine matter, such as the ratification of the appointment of the Company'sCompany’s independent registered public accountantauditors (Proposal 2). Under Pennsylvania law and the Company'sCompany’s By-Laws, abstentionsABSTAIN votes and broker non-votes are not considered to be "votes cast"“votes cast” and, therefore, although they will be counted for purposes of determining a quorum, they will not be given effect either as FOR or WITHHOLD / AGAINST votes or as a selection under Proposal 4 among the choices for frequency of the future Say-on-Pay votes.
 
What vote is needed for the election of Directors, and what is the policy with respect to the resignation of Directors who do not receive a majority voting?of the votes?
 
With regard to Proposal 1, Shareholders may vote FOR or WITHHOLD with respect to the election of Directors.  Directors are elected by a plurality of the votes cast, in person or by Proxy, subject to the Company's majority voteCompany’s By-Law provision described below.  The Company'sCompany’s By-Laws set forth the procedures if a Director nominee does not receive at least a majority of votes cast in an uncontested election of Directors where a quorum is present.  In an uncontested election, an incumbent Director nominee who receives the support of less than a majority of the votes cast at an Annual Meeting, although deemed to have been elected to the Board by plurality vote, must promptly tender his or her resignation to the Board.  In an uncontested election, if a nominee who is not an incumbent does not receive the vote of at least a majority of the votes cast, the nominee will be deemed to have been elected to the Board by plurality vote and to have immediately resigned.

For this purpose, "majority“majority of votes cast"cast” means the number of shares voted FOR a Director'sDirector’s election exceeds 50% of the total number of votes cast with respect to the Director'sDirector’s election.  "Votes cast"“Votes cast” includes only FOR and WITHHOLD votes.  Under Pennsylvania law and the Company'sCompany’s By-Laws, abstentions and broker non-votes are not considered to be "votes"“votes” and, therefore, will not be given effect either as FOR or WITHHOLD votes.votes in the context of Proposal 1.

4
The Nominating and Corporate Governance Committee will evaluate the tendered resignation of an incumbent Director who does not receive a majority vote in an uncontested election and make a recommendation to the Board as to whether the

14
resignation should be accepted.  The Board will act on the tendered resignation and publicly disclose its decision within 90 days from the date of certification of election results.  If the Board does not accept the incumbent'sincumbent’s resignation, such Director will continue to serve until the next Annual Meeting and until his or her successor is duly elected and qualified or until such Director'sDirector’s earlier death, resignation or removal.  If the Board accepts the Director'sDirector’s resignation, the Board may fill the resulting vacancy or decrease the size of the Board pursuant to the Company'sCompany’s By-Laws.  The Company believes this policy reflects the Company's dedication to maintaining the highest quality corporate governance practices and commitment to addressing Shareholder concerns.  To be eligible to stand for election, each nominee who agrees to be nominated must agree in writing to be bound by the By-Law resignation provisions in the event the nominee does not receive a majority of the votes cast in an uncontested election.

What vote is needed to approve all other proposals?

Proposals 2, 3 and 54 require a FOR vote of a majority of the votes cast, in person or by Proxy, in order to be approved.  A plurality of the votes cast for Proposal 4, in person or by Proxy, will determine the Shareholders' preferred frequency for holding future Say-on-Pay votes.

AbstentionsABSTAIN votes and broker non-votes will not be considered as votes cast and will have no effect on the outcome of the votes on these proposals.

Can I change or revoke my vote after I have delivered my Proxy?

Yes. If you are a Shareholder of record owner, prior to the Annual Meeting you may change your vote by submitting a later-dated Proxy in one of the manners authorized and described in this Proxy Statement (by Proxy Card, or via the Internet or by telephone). You also may also give a written notice of revocation to ourthe Company’s Corporate Secretary, so long as it is delivered to ourthe Corporate Secretary at ourthe Company’s principal executive offices prior to the beginning of the Annual Meeting, or given to ourthe Corporate Secretary at the Annual Meeting prior to the time your Proxy is voted at the Annual Meeting. You also may revoke any Proxy given pursuant to this solicitation by attending the Annual Meeting and voting in person by ballot.  If you hold your shares throughare a brokerage firm, bank or trust,beneficial owner, please follow the instructions provided by such institutionyour broker, bank or trust as to how you may change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the Annual Meeting.
 
Who can attend the Annual Meeting?

Only Company employees and Shareholders as of the March 7, 20175, 2019 Record Date may attend the Annual Meeting.  Record owners may attend without any prior authorization.  If you hold your shares throughare a brokerage firm, bank or trust,beneficial owner, to be admitted to the Annual Meeting you will need proof of beneficial ownership satisfactory to the Company in the form of a statement from the brokerage firm, bank or trust or a legal proxy from that institution showing you as a beneficial owner of Company shares or as the sole legal proxy of a beneficial owner.  All Annual Meeting attendees may be asked to present a valid, government-issued photo identification, such as a driver'sdriver’s license or passport, before entering the Annual Meeting.  Attendees will be subject to security inspections and will be required to comply with other security and procedural measures in place at the Annual Meeting. Representatives of the Company will be at the entrance to the Annual Meeting, and these representatives will be authorized on the Company'sCompany’s behalf to determine whether the admission policies and procedures are being followed and whether you will be granted admission to the Annual Meeting.
 
5
Where can I find voting results of the Annual Meeting?
 
The Company will announce the preliminary voting results at the Annual Meeting and publish the final results in a Form 8-K or Form 10-Q filed with the Securities and Exchange Commission ("SEC"(“SEC”) within four business days after the date of the Annual Meeting.
 

15
Who conducts the Proxy solicitation, and how much will it cost?
 
The Company has engaged D.F. King & Co., Inc. to assist in the solicitation of Proxies for a fee of $10,000 plus reimbursement for out-of-pocket expenses and certain additional fees for services rendered in connection with such solicitation.  Certain Officers and employees of the Company may also solicit Proxies by mail, telephone, internet or facsimile or in person without any extra compensation.  The Company bears the cost of soliciting Proxies.
 
What is the deadline for proposals for consideration or for nominations of individuals to serve as Directors at the 20182020 Annual Meeting of Shareholders?
 
Proposals to be Considered for Inclusion in the Company'sCompany’s Proxy Materials:

In order to be considered for inclusion in the Proxy Statement for the Company's 2018Company’s 2020 Annual Meeting of Shareholders, any Shareholder proposal intended to be presented at that meeting, in addition to meeting the shareholder eligibility and other requirements of the SEC rules governing such proposals, must be received in writing, via Certified Mail -– Return Receipt Requested, by the Office of the Corporate Secretary, Crown Holdings, Inc., One Crown Way, Philadelphia,770 Township Line Road, Yardley, PA  1915419067 not later than November 20, 2017.18, 2019.

Director Nominations for Inclusion in the Company'sCompany’s Proxy Materials (Proxy Access):

Under certain circumstances, Shareholders may submit nominations for Directors for inclusion in the Company'sCompany’s proxy materials by complying with the proxy access requirements in the Company'sCompany’s By-Laws, which requiresrequire nominations to be submitted in writing, via Certified Mail – Return Receipt Requested, and received at the above address not less than 120 days (which, with respect to the 2018 Annual Meeting, isbefore October 17, 2019 nor after November 20, 2017) nor more than 150 days (which, with respect to the 2018 Annual Meeting, is October 21, 2017) prior to the first anniversary of the date on which the Company's Proxy Statement for its previous Annual Meeting of Shareholders was first released to Shareholders.18, 2019.

Other Business and Director Nominations to Be Brought Before the 20182020 Annual Meeting of Shareholders:

The Company'sCompany’s By-Laws currently provide that a Shareholder of record at the time that notice is given to the Company and who is entitled to vote at an annual meeting may bring business before the meeting or nominate a person for election to the Board of Directors if the Shareholder gives timely notice of such business or nomination.  To be timely, and subject to certain exceptions, notice in writing to the Corporate Secretary must be delivered or mailed, via Certified Mail-ReturnMail – Return Receipt Requested, and received at the above address not less than 120 days (which, with respect to the 2018 Annual Meeting, isbefore October 17, 2019 nor after November 20, 2017) nor more than 150 days (which, with respect to the 2018 Annual Meeting, is October 21, 2017) prior to the first anniversary of the date on which the Company's Proxy Statement for its previous Annual Meeting of Shareholders was first released to Shareholders.18, 2019.  The notice must describe various matters regarding the nominee or proposed business.  Any Shareholder desiring a copy of the Company'sCompany’s By-Laws will be furnished one copy without charge upon written request to the Corporate Secretary.

6
How can I access the Proxy materials over the Internet?

The Company has made available copies of the following materials at the Company'sCompany’s website at:

http:https://www.crowncork.com/investors/proxy-online


●this Proxy Statement

●the Proxy Card relating to the Annual Meeting of Shareholders

●the Annual Report to Shareholders

Information included on the Company'sCompany’s website, other than this Proxy Statement, the Proxy Card and the Annual Report to Shareholders, is not part of the Proxy soliciting materials.
 

16
Whom should I contact to obtain a copy of the Annual Report on Form 10-K?
 
The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 20162018 with the SEC on February 24, 2017.28, 2019.  A copy of the Company'sCompany’s Annual Report on Form 10-K was included as part of the Annual Report to Shareholders that you received along with the proxy materials.  Any Shareholder can obtain a copy of the Annual Report, including the financial statements and schedules thereto and a list describing all the exhibits not contained therein, without charge.  Requests for copies of the Annual Report should be sent to:  Investor Relations Department, Crown Holdings, Inc., One Crown Way, Philadelphia,770 Township Line Road, Yardley, PA 19154.
19067 or you may call toll free 888-400-7789.  Copies in electronic format of the Company’s Annual Report and filings with the SEC are available at the Company’s website at www.crowncork.com in the “For Investors” section.
 

717

PROPOSAL 1:  ELECTION OF DIRECTORS


The persons named in the Proxy shall vote the shares forwith respect to the nominees listed below, all of whom are now Directors of the Company, to serve as Directors for the ensuing year or until their successors shall be elected.  None of the persons named as a nominee for Director has indicated that he or she will be unable or will decline to serve.  In the event that any of the nominees are unable or decline to serve, which the Nominating and Corporate Governance Committee of the Board of Directors does not believe will happen, the persons named in the Proxy will vote forwith respect to the remaining nominees and others who may be nominated by the Board of Directors.

Mr. Arnold Donald, a member of the Board of Directors of the Company since 1999, is not standing for re-election to the Company’s Board of Directors at the Annual Meeting due to competing commitments.
The By-Laws of the Company provide for a Board of Directors consisting of between 10 and 18 Directors, as determined by the Board of Directors.  The Board of Directors has fixed the number of Directors at 12.11.  It is intended that the Proxies will be voted for the election of the 1211 nominees named below as Directors, and no more than 1211 will be nominated by the Company.Board.
 
Mr. Ralph, a member of the Board of Directors of the Company since 1998, has reached the mandatory retirement age for Directors of the Company and is not standing for re-election to the Company's Board of Directors at the Annual Meeting.

The Board is committed to reviewing periodicallyregular review of the Board'sBoard’s composition to ensure that the Board continues to have the right mix of skills, background and tenure.  The Board believes that the collective combination of backgrounds, skills and experiences of its members has produced a Board that is well-equipped to exercise oversight responsibilities for the Company’s Shareholders and to help guide the Company to achieve its long-term strategic objectives.
Under the Company’s Corporate Governance Guidelines, no Director will commence a term of Board service if the Director is over 75 years old unless the Board determines that an additional term of Board service would be in the best interests of the Company.  Mr. Little, the Board’s Independent Presiding Director, and Mr. Löliger will both be 76 as of the date of the 2019 Annual Meeting.  The Board has requested both of these Directors to serve one additional year prior to their expected retirement, subject to Shareholder approval of election of Directors at the 2019 Annual Meeting.  The Board made this request in order to retain the executive experience of these two Directors in running international packaging companies outside of the metal container sector as the Company continues to integrate last year’s acquisition of global transit-packaging company Signode.  Each has stepped down from one of the two Board Committees on which he previously served so that other Board members can join.
 
The names of the nominees and information concerning them and their associations as of March 7, 2017,5, 2019, as furnished by the nominees, follow.  The principal occupations and the directorships stated include the nominees'nominees’ occupations and directorships with any U.S. publicly traded companies or registered investment companies during the last five years.


The Board of Directors Recommends that Shareholders Vote FOR Election
The Board of Directors Recommends that Shareholders Vote FOR
Election of Each of the Nominees Named Below.


Name
Age
Principal Occupation
Year Became
Director
    
Jenne K. Britell, Ph.D.
(b)
74Former Senior Managing Director of Brock Capital Group; former Chairman and Chief Executive Officer of Structured Ventures and former executive officer of several General Electric financial services companies; also Chairman of United Rentals and a Director of Quest Diagnostics2000
John W. Conway
(a)
71
 
Chairman and former Chief Executive Officer of the Company; also a Director of PPL Corporation1997
818
Name
Age
Principal Occupation
Year Became
Director
 
Timothy J. Donahue
(a)
 
54
 
President and Chief Executive Officer
 
 
2015
Arnold W. Donald
(c)
62
President, Chief Executive Officer and Director of Carnival Corporation; former President and Chief Executive Officer of The Executive Leadership Council; also a Director of Bank of America Corporation and a former director of The Laclede Group and Oil-Dri Corporation of America
 
1999
Rose Lee
(b)
51
President of DuPont Protection Solutions; former executive officer of several Saint-Gobain companies
 
2016
William G. Little
(a) (c) (d)
 
74
Former Chairman and Chief Executive Officer of West Pharmaceutical Services
 
2003
Hans J. Löliger
(c) (d)
74
 
Vice Chairman of Winter Group; former Chief Executive Officer of SICPA Group
 
2001
James H. Miller
(d)
68
Former Chairman and Chief Executive Officer of PPL Corporation; also a Director of AES Corporation and Chicago Bridge & Iron Company; former Director of Lehigh Gas Partners and Rayonier Advanced Materials
 
2010
Josef M. Müller
(b)
69
President of Swiss Association of Branded Consumer Goods 'PROMARCA'; former Chairman and Chief Executive Officer of Nestlé in the Greater China Region
 
2011
Caesar F. Sweitzer
(b)
66
Former Senior Advisor and Managing Director of Citigroup Global Markets
 
2014
Jim L. Turner
(c)
71
Principal of JLT Beverages; former Chairman, President and Chief Executive Officer of Dr Pepper/Seven Up Bottling Group; also Chairman of Dean Foods and a Director of Comstock Resources
 
2005
William S. Urkiel
(b)
71
Former Senior Vice President and Chief Financial Officer of IKON Office Solutions; also a Director of Roadrunner Transportation Systems
 
2004

(a) Member of the Executive Committee(c)  Member of the Compensation Committee
(b) Member of the Audit Committee(d)  Member of the Nominating and Corporate Governance Committee
NameAgePrincipal Occupation
Year Became
Director
    
John W. Conway
(a)
73
 
Chairman of the Board and former Chief Executive Officer of the Company; also a Director of PPL Corporation1997
 
Timothy J. Donahue
(a)
 
 
56
 
President and Chief Executive Officer of the Company
 
2015
Andrea J. Funk
(b) (c)
49
VP Finance, Americas of EnerSys; former Chief Executive Officer of Cambridge-Lee Industries; also a Director of Destination Maternity Corporation
 
2017
Rose Lee
(b) (d)
53
President of DuPont Safety & Construction; former officer of several Saint-Gobain companies
 
2016
William G. Little
(a) (d)
 
76Former Chairman and Chief Executive Officer of West Pharmaceutical Services2003
Hans J. Löliger
(a) (c)
76
 
Vice Chairman of GTF Holding; former Chief Executive Officer of SICPA Group2001
James H. Miller
(c) (d)
70
Former Chairman and Chief Executive Officer of PPL Corporation; also a Director of AES Corporation and McDermott International; former Director of Rayonier Advanced Materials
 
2010
Josef M. Müller
(b) (c)
71Former President of Swiss Association of Branded Consumer Goods “PROMARCA”; former Chairman and Chief Executive Officer of Nestlé in the Greater China Region2011
Caesar F. Sweitzer
(b) (d)
68
Former Senior Advisor and Managing Director of Citigroup Global Markets
 
2014
Jim L. Turner
(c) (d)
73
Principal of JLT Beverages; former Chairman, President and Chief Executive Officer of Dr Pepper/Seven Up Bottling Group; also Chairman of Dean Foods and a Director of Comstock Resources
 
2005
William S. Urkiel
(b) (d)
73
Former Senior Vice President and Chief Financial Officer of IKON Office Solutions; also a Director of Roadrunner Transportation Systems
 
2004
(a) Member of the Executive Committee(c)          Member of the Compensation Committee
(b) Member of the Audit Committee(d)          Member of the Nominating and Corporate Governance Committee
919

The Nominating and Corporate Governance Committee is responsible for leading the search for individuals qualified to become members of the Board of Directors and recommending candidates to the Board as Director nominees.  The Board desires a diverse membership, including with respect to race, gender, nationality and ethnicity as well as professional background and geographic and industry experience.  The Nominating and Corporate Governance Committee assesses each potential nominee'snominee’s overall mix of experiences, qualifications, perspectives, talents, education and skills as well as each potential nominee'snominee’s ability to contribute to the Board and to enhance the Board'sBoard’s decision-making process.  Independence is a key factor when considering the Director nominees, as are critical thinking skills, practical wisdom and mature judgment in the decision-making process.  For a description of the identifying and evaluating procedures of the Nominating and Corporate Governance Committee, see "Corporate“Corporate Governance – Nominating and Corporate Governance Committee."”  The Board believes that each of the nominees listed above has the sound character, integrity, judgment and record of achievement necessary to be a member of the Board and is independent of the influence of any particular Shareholder or group of Shareholders whose interests may diverge from the interests of the Company'sCompany’s Shareholders as a whole.  In addition, each of the nominees has exhibited, during his or her prior service as a Director, the ability to operate cohesively with the other members of the Board and to challenge and question management in a constructive way.
 
The Board believes, moreover, that each nominee brings a strong and unique background and skill set to the Board, giving the Board as a whole competence and experience in diverse areas.  These areas include organizational leadership and corporate governance;leadership; public company board service; manufacturing; finance; management in the packaging, food and beverage sectors and other relevant industries; and international business and markets; and technology.markets. The Board believes that the following specific experiences, qualifications and skills, together with the aforementioned attributes, qualify each of the nominees listed above to serve as a Director.
 
Jenne Britell.  Dr. Britell brings to the Board a comprehensive understanding of U.S. and foreign business and regulatory matters gained through her experience as an executive officer of multi-national financial services companies and as the CEO of a private company advising private equity and venture capital firms and other financial institutions.  Dr. Britell's experience in finance also qualifies her as an "audit committee financial expert" within the meaning of SEC regulations, and she chairs the Audit Committee.  In addition, Dr. Britell chairs the board of another public company traded on the NYSE and serves, or has recently served, on the boards of directors and audit committees of a number of other publicly traded companies.
John Conway.  Mr. Conway, the Company'sCompany’s independent non-executive Chairman of the Board, served as the Chairman and the CEO of the Company for over 15 years until his retirement as CEO effective January 1, 2016,at year-end 2015, as a member of the Board since 1997 and in other positions, both domestic and international, with the Company and its predecessors for over 40 years.  He gives the Board seasoned leadership and an in-depth knowledge of the Company, especially its international business.  Mr. Conway also serves as lead director of another publicly tradedNYSE-listed company.
 
Timothy Donahue.  Donahue.  Mr. Donahue assumed the position of CEO of the Company effective January 1,in 2016. He has served as a member of the Board since 2015 and in other executive positions with the Company for over 2528 years.  He brings to the Board intimate understanding of the operations and finances of the Company from his prior valuable experience as the Company'sCompany’s Chief Operating Officer and Chief Financial Officer.
 
Arnold DonaldAndrea Funk.  Mr. Donald,Ms. Funk’s experience as VP Finance of the Company's longest-serving Independent Director,American division of an NYSE-listed international manufacturing company and as former CEO and CFO of an international manufacturing and distribution business brings to the Board leadershipsignificant experience in the areas of finance, operations and other senior managementstrategy.  This, along with Ms. Funk’s prior experience in public accounting, enhance her contributions to the Audit Committee and a deep understandingqualifies her as an “audit committee financial expert” within the meaning of the food industry from his prior roleSEC regulations.  Ms. Funk also serves as chairman and CEOdirector of a food industryNasdaq-listed company.  As the active CEO of another Fortune 500
10

company, Mr. Donald provides expertise regarding management of a large multi-national enterprise.  In addition, Mr. Donald's broad experience in corporate governance as a CEO and director, past and present, of a number of other NYSE-listed companies in various industries brings a valuable added dimension to the Board.
Rose Lee.  Ms. Lee brings to the Board a deep knowledge of operations, engineering and technology from her experience in engineering and information technology.  She also brings senior management experience and a broad global perspective from her role as president of a global business segment of an NYSE-listed international manufacturing company.

20
William Little.  Mr. Little, an Asia Pacific national, brings to the Board a deep knowledge of the global packaging business.  Mr. Little gained extensive international experience as the chairman and CEO for over 12 years of a NYSE-listed international pharmaceutical packaging company.  Mr. Little also has significant experience in corporate officer positions in the European and Asia Pacific regions.  He formerly served on the board of another publicly traded packaging company supplying the food and beverage industries.
 
Hans Löliger.  Mr. Löliger'sliger’s experience as president of a globalan international packaging company and CEO of a global provider of security inks and integrated security solutions brings to the Board a seasoned understanding of global business and positioning.  Mr. Löliger, a European national, serves as vice chairman and director of several non-U.S. companies, giving the Board the Nominating and Corporate Governance Committee and the Compensation Committee a distinct viewpoint on corporate governance and executive compensation.
 
James Miller.  Mr. Miller brings to the Board leadership and other senior management experience, both domestic and international, from his role as former chairman and CEO of an NYSE-listed international energy and utility holding company.  Mr. Miller also brings to the Board significant safety and environmental and governmental relations and regulatory agency experience by virtue of his responsibilities at this highly regulated utility company.  Mr. Miller also serves as director of two other NYSE-listed companies.
 
Josef Müller.  Mr. Müller, a European national, has over 35 years of senior management experience at a global food and beverage company, including as the CEO of that company'scompany’s greater China region, a region of importance for the Company.region.  Mr. Müller brings to the Board significant emerging market business development and management experience.
 
Caesar Sweitzer.  Mr. Sweitzer spent over 35 years in finance, primarily as an investment banker focusing on industrial companies.  Mr. Sweitzer brings to the Board significant knowledge of the global packaging industry as well as finance and investment matters, such as acquisitions, dispositions and corporate finance.  Mr. Sweitzer'sSweitzer’s experience qualifies him as an "audit“audit committee financial expert"expert” within the meaning of the SEC regulations, and he serves onchairs the Audit Committee.
 
Jim Turner.  Mr. Turner'sTurner’s extensive experience in the soft drink industry, and in particular his experience as owner and CEO of the largest independent soft drink bottler in the U.S., gives the Board deep insight into the industry of many of the Company'sCompany’s significant customers.  Mr. Turner has valuable experience in business development, finance and mergers and acquisitions.  Mr. Turner also chairs the board of a NYSE-listed food and beverage company.
 
William Urkiel.  Mr. Urkiel'sUrkiel’s experience as chief financial officerCFO of a NYSE-listed provider of innovative document management systems and services brings to the Board both leadership skills and comprehensive knowledge of accounting, finance and corporate governance matters.  Mr. Urkiel'sUrkiel’s accounting and finance experience qualify him as an "audit“audit committee financial expert"expert” within the meaning of SEC regulations, and he serves on the Audit Committee.  Mr. Urkiel also serves as director of another NYSE-listed company.
 

 
1121

DIRECTOR COMPENSATION


The following table lists 20162018 Director compensation for all Non-Employee Directors who served as Directors in 2016.2018.  Compensation for Mr. Donahue, the Company'sCompany’s Chief Executive Officer, is reported in the Summary Compensation Table included in the Executive Compensation section below.  Mr. Donahue diddoes not earn additional compensation for his service as Director.

 
Name
Fees Earned or
Paid in Cash (1)
 
Stock Awards (2)
 
Total
John Conway$180,000$135,000$315,000
Arnold Donald (3)
107,000135,000242,000
Andrea Funk110,000135,000245,000
Rose Lee110,000135,000245,000
William Little152,000135,000287,000
Hans Löliger127,000135,000262,000
James Miller107,000135,000242,000
Josef Müller117,000135,000252,000
Caesar Sweitzer125,000135,000260,000
Jim Turner114,000135,000249,000
William Urkiel117,000135,000252,000
 
(1)          Each Director may defer receipt of all, or any part, of his or her cash compensation until termination of service as a Director.  At the election of the Director, deferred cash compensation amounts are paid in either a lump sum or installments over a period not to exceed 10 years after departure from the Board and are credited with interest at the prime rate until distributed.
 
(2)          The annual grant of Company Common Stock for 2018 consisted of $135,000 of Company Common Stock under the Stock Compensation Plan for Non-Employee Directors and was paid on a quarterly basis.  The number of shares paid each quarter is determined based on the average of the closing market price of the Company’s Common Stock on each of the second through sixth business days following the date on which the Company publicly released its quarterly results.
 
(3)          Mr. Donald is not standing for re-election to the Board at the Company’s 2019 Annual Meeting of Shareholders due to competing commitments.
 
 
Name
Fees Earned or
Paid in Cash (1)
 
Stock Awards (2) 
 
Total 
Jenne Britell$120,000 $120,000 $240,000 
John Conway180,000 120,000 300,000 
Arnold Donald107,000 120,000 227,000 
Rose Lee27,500 60,000 87,500 
William Little114,000 120,000 234,000 
Hans Löliger127,000 120,000 247,000 
James Miller107,000 120,000 227,000 
Josef Müller110,000 120,000 230,000 
Thomas Ralph (3)150,000 120,000 270,000 
Caesar Sweitzer110,000 120,000 230,000 
Jim Turner107,000 120,000 227,000 
William Urkiel110,000 120,000 230,000 
(1)  Each Director may defer receipt of all, or any part, of his or her cash compensation until termination of service as a Director.  At the election of the Director, deferred cash compensation amounts are paid in either a lump sum or installments over a period not to exceed 10 years after departure from the Board and are credited with interest at the prime rate until distributed.
(2) The annual grant of Company Common Stock for 2016 consisted of $120,000 of Company Common Stock under the Stock Compensation Plan for Non-Employee Directors and was paid on a quarterly basis.  The number of shares paid each quarter is determined based on the average of the closing market price of the Company's Common Stock on each of the second through sixth business days following the date on which the Company publicly released its quarterly results.
(3)  Because he reached the mandatory retirement age for Directors of the Company, Mr.  Ralph is not standing for re-election to the Board at the Company's 2017 Annual Meeting of Shareholders. 



1222


Directors who are also employeesThe Board periodically receives benchmarking data regarding director compensation from Pay Governance, the Board’s compensation consulting firm, and uses the 50th percentile of the Company receive no additionalits peer group’s target total cash compensation for serviceand target total direct compensation as Directors.a market check in determining compensation.  In 2017,2019, Directors who are not employees of the Company will receive annual cash base fees, grants of Company Common Stock and cash committee fees in the amounts set forth as follows.follows, which are unchanged from 2018.

Annual Cash Base Fee$100,000
Annual Equity Grant120,000135,000
Supplemental Annual Cash Committee Fees: 
·●       Audit Committee  - ChairpersonChair
20,000
·●       Audit Committee - Other Members
10,000
·●       Compensation Committee and Nominating and Corporate Governance Committee - ChairpersonChair
20,000
·●       Compensation Committee and Nominating and Corporate Governance Committee - Other Members
25,000
10,000
20,000
7,000
Non-Executive Board Chairman Fee 80,000
AnnualIndependent Presiding Director Fee20,00025,000

 
Directors do not receive any additional fees for their service on the Executive Committee.  There are no Board or committee meeting attendance fees.  Directors are reimbursed by the Company for travel and related expenses they incur in connection with their service on the Board and its committees.




SECTION 16(a)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Securities Exchange Act of 1934 requires the Company'sCompany’s Directors, Executive Officers and persons who own more than 10% of a registered class of the Company'sCompany’s equity securities to file initial reports of ownership and reports of changes in ownership with the SEC and the NYSE.  Such persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the review of the copies of SEC forms received by the Company with respect to fiscal year 2016,2018, or written representations from reporting persons, the Company believes that its Directors and Executive Officers have complied with all applicable filing requirements.

1323

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS


The following table shows, as of March 7, 2017,5, 2019, the number of shares of Company Common Stock beneficially owned by each person or group that is known to the Company to be the beneficial owner of more than 5% of the Company'sCompany’s outstanding Common Stock.

 Name and Address Amount of Common Stock of the Company Owned Beneficially, Directly or Indirectly 
Percentage of
 Outstanding Shares (1)
 
The Vanguard Group (2)
100 Vanguard Blvd.
Malvern, PA 19355
 
11,497,834
 
8.3%
 
Lazard Asset Management LLC (3)
30 Rockefeller Plaza
New York, NY  10112
 
9,652,644
 
6.9%
 
Massachusetts Financial Services Company (4)
111 Huntington Avenue
Boston, MA 02199
 
8,741,156
 
6.3%
 
BlackRock, Inc. (5)
55 East 52nd Street
New York, NY  10055
 
7,621,553
 
5.5%
 
JPMorgan Chase & Co. (6)
270 Park Avenue
New York, NY 10017
 
7,192,205
 
5.2%
(1)  Percentages are derived based upon 139,124,617 shares of Common Stock outstanding as of March 7, 2017.
(2)  The Vanguard Group, an investment advisor, reported that it may be deemed to be the beneficial owner of 11,497,834 shares of the Company's Common Stock.  The Vanguard Group reported that it had sole dispositive power with respect to 11,370,316 shares, including 110,003 shares for which it had sole voting power and 25,915 shares for which it had shared voting power, and shared dispositive power with respect to 127,518 shares.
(3)  Lazard Asset Management LLC, an investment advisor, reported that it may be deemed to be the beneficial owner of 9,652,644 shares of the Company's Common Stock.  Lazard Asset Management LLC reported that it had sole dispositive power with respect to 9,652,644 shares, including 4,689,981 shares for which it had sole voting power.
(4)  Massachusetts Financial Services Company, an investment advisor, reported that it may be deemed to be the beneficial owner of 8,741,156 shares of the Company's Common Stock.  Massachusetts Financial Services Company reported that it had sole dispositive power with respect to 8,741,156 shares, including 7,822,569 shares for which it had sole voting power.
(5)  BlackRock, Inc., a parent holding company, reported that it may be deemed to be the beneficial owner of 7,621,553 shares of the Company's Common Stock.  BlackRock, Inc. reported that it had sole dispositive power with respect to 7,621,553 shares, including 6,782,883 shares for which it had sole voting power.
(6)  JPMorgan Chase & Co., a parent holding company, reported that it may be deemed to be the beneficial owner of 7,192,205 shares of the Company's Common Stock.  JPMorgan Chase & Co. reported that it had sole dispositive power with respect to 7,055,036 shares, including 5,892,796 shares for which it had sole voting power and 94,795 shares for which it had shared voting power, and shared dispositive power with respect to 136,785 shares.

Name and Address
 
Amount of Common Stock of the Company
Owned Beneficially, Directly or Indirectly
Percentage of
Outstanding Shares (1)
 
The Vanguard Group (2)
100 Vanguard Blvd.
Malvern, PA 19355
12,421,5659.2%
FMR LLC (3)
245 Summer Street
Boston, MA  02210
8,692,7216.4%
BlackRock, Inc. (4)
55 East 52nd Street
New York, NY  10055
7,654,2895.7%
JPMorgan Chase & Co. (5)
270 Park Avenue
New York, NY  10017
7,462,1065.5%
Janus Henderson Group plc (6)
201 Bishopsgate EC2M 3AE
United Kingdom
7,256,2155.4%
 
(1)          Percentages are derived based upon 135,328,379 shares of Common Stock outstanding as of March 5, 2019.
 
(2)          The Vanguard Group, an investment advisor, reported that it may be deemed to be the beneficial owner of 12,421,565 shares of the Company’s Common Stock.  The Vanguard Group reported that it had sole dispositive power with respect to 12,297,152 shares, including 99,877 shares for which it had sole voting power and 30,555 shares for which it had shared voting power, and shared dispositive power with respect to 124,413 shares.
 
(3)          FMR LLC, a parent holding company, reported that it may be deemed to be the beneficial owner of 8,692,721 shares of the Company’s Common Stock.  FMR LLC reported that it had sole dispositive power with respect to 8,692,721 shares, including 1,761,164 shares for which it had sole voting power.
 
(4)          BlackRock, Inc., a parent holding company, reported that it may be deemed to be the beneficial owner of 7,654,289 shares of the Company’s Common Stock.  BlackRock, Inc. reported that it had sole dispositive power with respect to 7,654,289 shares, including 6,869,389 shares for which it had sole voting power.
 
(5)          JPMorgan Chase & Co., a parent holding company, reported that it may be deemed to be the beneficial owner of 7,462,106 shares of the Company’s Common Stock.  JPMorgan Chase & Co. reported that it had sole dispositive power with respect to 7,459,671 shares, including 6,285,309 shares for which it had sole voting power and 1,575 shares for which it had shared voting power, and shared dispositive power with respect to 2,435 shares.
 
(6)          Janus Henderson Group plc, a parent holding company, reported that it may be deemed to be the beneficial owner of 7,256,215 shares of the Company’s Common Stock.  Janus Henderson Group plc reported that it had shared voting power and shared dispositive power with respect to 7,256,215 shares.
 
1424
The following table shows, as of March 7, 2017,5, 2019, the number of shares of Common Stock beneficially owned by each Director; the Company'sCompany’s Chief Executive Officer, Chief Financial Officer and the three other Executive Officers who were the highest paid during 2016;2018; and all Directors and Executive Officers as a group.  The Directors and Executive Officers of the Company have sole voting and investmentdispositive power with respect to the securities of the Company listed in the table below.


Name
Amount of Common Stock of the Company
Owned Beneficially, Directly or Indirectly 
Percentage of Outstanding Shares (1)
Robert Bourque22,232 *
Jenne Britell54,563 *
John Conway1,357,328  1.0%
Timothy Donahue (2)
414,146 *
Arnold Donald (3)
18,198 *
Gerard Gifford (4)130,910 *
Thomas Kelly (2)
97,095 *
Rose Lee1,118 *
William Little47,495 *
Hans Löliger70,614 *
James Miller15,985 *
Josef Müller15,298 *
Djalma Novaes49,366 *
Thomas Ralph75,321 *
Caesar Sweitzer6,898 *
Jim Turner83,709 *
William Urkiel38,928 *
Directors and Executive   
Officers as a Group of 18 (5)
2,513,235 1.8%
* Less than 1% 
(1)  Percentages are derived based upon 139,124,617 shares of Common Stock outstanding as of March 7, 2017.
(2)  Excludes 3,000,000 shares of Common Stock held in the Crown Cork & Seal Company, Inc. Master Retirement Trust on behalf of various Company pension plans ("Trust Shares").  Messrs. Donahue and Kelly are members of the Benefits Plan Investment Committee of the trust that has sole voting and dispositive power with respect to the Trust Shares, but they disclaim beneficial ownership of the Trust Shares.
(3)  Includes 16,708 shares of Common Stock held in a revocable family trust, of which Mr. Donald is trustee.
(4)  Includes 24,000 shares of Common Stock subject to presently exercisable options held by Mr. Gifford.
(5)  Includes 34,000 shares of Common Stock subject to presently exercisable options held by certain Executive Officers (inclusive of those options listed in the preceding footnotes).
 
Name
Amount of Common Stock of the Company
Owned Beneficially, Directly or Indirectly
Percentage of
Outstanding Shares (1)
   
Robert Bourque47,485*
John Conway1,157,064*
Timothy Donahue (2)548,867*
Arnold Donald (3)
23,268*
Andrea Funk4,618*
Gerard Gifford (4)178,140*
Thomas Kelly (2)115,417*
Rose Lee6,188*
William Little52,565*
Hans Löliger75,684*
James Miller21,055*
Josef Müller20,368*
Didier Sourisseau66,863*
Caesar Sweitzer11,968*
Jim Turner88,779*
William Urkiel47,998*
Directors and Executive  
Officers as a Group of 192,589,4671.9%
 
* Less than 1%
 
(1)          Percentages are derived based upon 135,328,379 shares of Common Stock outstanding as of March 5, 2019.
 
(2)          Excludes 3,000,000 shares of Common Stock held in the Crown Cork & Seal Company, Inc. Master Retirement Trust on behalf of various Company pension plans (“Trust Shares”).  Messrs. Donahue and Kelly are members of the Benefits Plan Investment Committee of the trust that has sole voting and dispositive power with respect to the Trust Shares, but they disclaim beneficial ownership of the Trust Shares.
 
(3)          Includes 6,898 shares of Common Stock held in a revocable family trust, of which Mr. Donald is trustee.
 
(4)          Includes 30,000 shares of Common Stock subject to presently exercisable options held by Mr. Gifford.
 

1525


CORPORATE GOVERNANCE


Meetings of the Board of Directors.  In 2016,2018, there were five meetings of the Board of Directors.  Each Director during his or her term of service attended at least 75% of the aggregate meetings held byof the Board and byof the committees on which he or she served.

Attendance at the Annual Meeting.  Under the Company'sCompany’s Corporate Governance Guidelines, Directors are expected to attend the Company'sCompany’s Annual Meeting of Shareholders.  In 2016,2018, each of the Directors serving on the Board at the time except Mr. Donald, attended the Annual Meeting of Shareholders.
 
Director Independence.  The Board has determined that Jenne Britell, Arnold Donald, Rose Lee, William Little, Hans Löliger, James Miller, Josef Müller, Caesar Sweitzer, Jim Turner and William Urkielall Directors standing for election, with the exception of Timothy Donahue, the Company’s Chief Executive Officer, are independent under the listing standards of the NYSE.  The Board made this determination based on the absence of any of the express disqualifying criteria set forth in the listing standards that require a majority of the Board nominees to be Independentindependent Directors.
 
In making the foregoing determinations, the Board considered the Directors’ affiliations with the Company or third parties and Company payments to the following third parties and the Directors' affiliations with such parties:  For Dr. Britell, ChairmanMr. Conway – his status prior to 2016 as the Company’s Chief Executive Officer.  For Ms. Funk, a director of United RentalsEcore International – ordinary course of business equipment rentals at variouspurchases of rubber matting by the Company plants and alsoas an officer of EnerSys – ordinary course of business purchases by the Company of batteries for Dr. Britell,forklifts.  For Ms. Lee – an officer of a directorsubsidiary of Quest DiagnosticsDowDuPont – routine Company employee medical testing.ordinary course of business purchases of raw materials by the Company.  For Mr. Donald, a director of Bank of America CorporationLittle – fees for ordinary course treasury and pension management, foreign currency exchange and commodity hedging services and Bank of America Corporation's participation as one of a number of lenders under the Company's senior secured revolving credit facility and term loans.  For Mr. Little, employment of his son-in-law by the Company in a middle management position in Europe.  For Mr. Urkiel, a director of Roadrunner Transportation Systems – payment for ordinary course of business shipping of Company products.  None of these relationships or transactions fell within the NYSE listing standards disqualifying criteria.
 
Of the remaining Directors, Timothy Donahue is Chief Executive Officer of the Company and is therefore not independent.  John Conway was the Chief Executive Officer of the Company until his retirement effective January 1, 2016 and is therefore not independent.
Board Leadership and Risk Oversight.  Mr. Conway is the independent, non-executive Chairman of the Board.  The role of the non-executive Chairman of the Board has been defined to include, among other things:
 
●
creating and maintaining an effective working relationship withamong the Chief Executive Officer and other members of management and with the other members of the Board;
●
providing the Chief Executive Officer ongoing direction as to Board needs, interests and opinions; and
●
assuring that the Board agenda is appropriately directed to the matters of greater importance to the Company.
Mr. Little, as the ChairpersonChair of the Nominating and Corporate Governance Committee, serves as the Independent Presiding Director of the Board and presides over executive sessionsBoard.  The Independent Presiding Director has a range of the Independent Directors.  duties, including:
●presiding over executive sessions of the independent Directors;
●presiding at all meetings of the Board in the Chairman’s absence;
●liasing between the Chairman of the Board and the other independent Directors;
●providing the Chairman with input on Board and Committee agendas and schedules; and
●
consulting with the CEO regarding concerns of other independent Directors as appropriate.
The Board'sBoard’s current leadership structure includes Audit, Compensation and Nominating and Corporate Governance Committees that are each chaired by and composed solely of Independentindependent Directors.

1626

The roles of Chairman of the Board and Chief Executive Officer are held by two different individuals.  The independent Chairman of the Board, Mr. Conway, presides over meetings of the Board and acts as liaison between the Board and Mr. Donahue, the Chief Executive Officer, who is responsible for the day-to-day management of the Company.  Moreover, the Board believes that its other structural features, including ten Independentindependent Directors among the slate of twelveeleven Directors standing for election at the Company'sCompany’s Annual Meeting, regular meetings of Non-Management Directors in executive session, key committees consisting wholly of Independentindependent Directors and an Independent Presiding Director, provide for substantial independent oversight of the Company'sCompany’s management.

The Board is responsible for providing oversight of the Company'sCompany’s Executive Officers'Officers’ responsibilities to assess and manage the Company'sCompany’s risk, including its credit risk, liquidity risk, reputational risk and risk from adverse fluctuations in foreign exchange and interest rates and commodity prices.  The Board periodically meets in person with the Executive Officers regarding the Company'sCompany’s risks and ways to mitigate such risks.  In addition, the Audit Committee periodically reviews with management, internal audit and independent auditors the adequacy and effectiveness of the Company'sCompany’s policies for assessing and managing risk.
 
Director Stock Ownership, PledgingAnti-Pledging and HedgingAnti-Hedging..  Under the Company'sCompany’s Corporate Governance Guidelines, after five years of service on the Board, Non-Employee Directors are expected to hold Company Common Stock having a market value of at least five times the cash base annual Director'sDirector’s fee.  As of March 7, 2017,5, 2019, each Director with five or more years of service on the Board owned the required minimum level of Common Stock.  The Company'sCompany’s Corporate Governance Guidelines prohibit Directors, Officers and other insiders from pledging or hedging transactions relating to Company Common Stock.
 
Board Committees.  The Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.  The Board has approved written charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee that can be found at http:https://www.crowncork.com/investors/corporate-governance. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee conducts a self-evaluation and review of its charter annually.
 
Audit Committee.  In 2016,2018, the Audit Committee had eightnine meetings.  The Audit Committee provides assistance to the Board in discharging its responsibilities in connection with the oversight of the financial accounting practices and internal controls of the Company and represents the Board in connection with the services rendered by the Company'sCompany’s independent auditors.  The current members of the Audit Committee are Dr. Britell,Ms. Funk and Ms. Lee and Messrs. Müller, Ralph, Sweitzer and Urkiel.  Dr. BritellMr. Sweitzer serves as ChairpersonChair of the Audit Committee.  The Board has determined that the Directors who serve on the Audit Committee are all independent under the listing standards of the NYSE and that Dr. Britell, Mr.Messrs. Sweitzer and Mr. Urkiel and Ms. Funk are "audit“audit committee financial experts"experts” within the meaning of SEC regulations.
 
Compensation Committee.  In 2016,2018, the Compensation Committee had twofour meetings.  The Compensation Committee is responsible for the review of the executive compensation program.  On March 1, 2019, Messrs. Little and Donald were replaced as Committee members by Ms. Funk and Mr. Miller.  The current members of the Compensation Committee are Messrs. Donald, Little, Löliger, Miller, Müller and Turner and Ms. Funk, each of whom is independent under the listing standards of the NYSE.  Mr. Löliger serves as ChairpersonChair of the Compensation Committee.  For further discussion regarding the Compensation Committee'sCommittee’s processes and procedures for the consideration of executive compensation, see "Compensation Discussion and Analysis."the CD&A beginning on page 30.
 
1727

Nominating and Corporate Governance Committee.  There were three meetings of the Nominating and Corporate Governance Committee in 2016.2018.  The Nominating and Corporate Governance Committee is responsible for leading the search for individuals qualified to become members of the Board and recommending to the Board individuals as Director nominees.  The Committee also oversees the annual self-evaluation process of the Board and its committees, and the annual evaluation of management by the Board, makes recommendations to the Board regarding the membership of committees of the Board committees and performs other corporate governance functions.functions, such as oversight of the Company’s environmental, social and governance policies, programs and practices.  On March 1, 2019, Mr. Löliger was replaced as a Committee member by Ms. Lee and Mr. Sweitzer.  The current members of the Nominating and Corporate Governance Committee are Messrs. Little, Löliger, Miller, Sweitzer, Turner and Ralph,Urkiel and Ms. Lee, each of whom is independent under the listing standards of the NYSE.  Mr. Little serves as ChairpersonChair of the Nominating and Corporate Governance Committee.

Consistent with the Company'sCompany’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee seeks Director nominees committed to upholding the highest standards of personal and professional integrity and representing the interests of all Shareholders, not particular Shareholder constituencies.  The Committee identifies nominees for Director by first evaluating the current members of the Board willing to continue in service.  In addition, the Committee regularly assesses the appropriate size of the Board, whether any vacancies on the Board are expected because of retirement or otherwise and whether the Board needs Directors with particular skills or experience.  To identify and evaluate potential candidates for the Board, the Committee solicits ideas for possible nominees from a number of sources, which may include current Board members, senior-level Company executives and professional search firms.  The Committee will also consider candidates properly submitted by Company Shareholders.  Candidates for the Board are evaluated through a process that may include background and reference checks, personal interviews with members of the Committee and a review of each candidate'scandidate’s qualifications and other relevant characteristics.  The same identifying and evaluating procedures apply to all candidates for Director, whether submitted by Shareholders or otherwise.  The Nominating and Corporate Governance Committee and the Board desire to maintain the Board'sBoard’s diversity and consider factors such as race, gender, nationality race and genderethnicity, as well as professional backgrounds and geographic and industry experiences.  The Committee does not intend to nominate representational Directors but instead considers diversity given the characteristics of the Board in its entirety.

The Company is committed to thoughtful board refreshment and ongoing board succession planning. Two new independent directors recently have been added to the Company’s Board of Directors: Rose Lee, who was elected in 2016, and Andrea Funk, who was elected in 2017. Ms. Lee and Ms. Funk were identified by the Nominating & Corporate Governance Committee with the assistance of an independent search firm.

Shareholders who wish to suggest qualified candidates may write, via Certified Mail-ReturnMail – Return Receipt Requested, to the Office of the Corporate Secretary, Crown Holdings, Inc., One Crown Way, Philadelphia,770 Township Line Road, Yardley, PA 19154,19067 stating in detail the qualifications of the persons they recommend.  Shareholders must include a letter from each person recommended affirming that he or she agrees to serve as a Director of the Company if elected by Shareholders.  However, through its own resources, the Committee expects to be able to identify an ample number of qualified candidates.  See "Questions“Questions and Answers Aboutabout the 20172019 Annual Meeting"Meeting” for information on bringing nominations for the Board of Directors at the 20182020 Annual Meeting.
 
28
Executive Sessions.Sessions of the Board.  Pursuant to the Company'sCompany’s Corporate Governance Guidelines, the Non-Management Directors of the Company meet periodically at regularly scheduled executive sessions without Management Directors.  The Chairman or theIndependent Presiding Director as appropriate, chairs such meetings.
 
Proxy Access.  The Board of Directors amended the Company's By-Laws to adopt proxy access in January 2016.  The Company'sCompany’s proxy access By-Law permits Shareholders owning 3% or more of the Company'sCompany’s Common Stock for a period of at least three years to nominate up to the greater of 20% of the Board of Directors or two Directors and include these nominations in the Company'sCompany’s proxy materials.  The number of Shareholders who may aggregate their shares to meet the 3% ownership threshold is limited to 20.
 
18

Communications with the Board of Directors.  Shareholders and other interested parties who wish to send communications on any topic to the Chairman, the Presiding Director, the Independent Directors or the Board as a whole may do so by writing c/o Office of the Secretary, Crown Holdings, Inc., One Crown Way, Philadelphia, PA 19154.  Communications will be forwarded to the Directors if they relate to substantive matters and include information, suggestions or comments that the Chairman or Presiding Director, with the assistance of the Corporate Secretary, deems appropriate for consideration by the Directors.
Code of Business Conduct and Ethics.  The Company has a Code of Business Conduct and Ethics that applies to all Directors and employees.  The Code of Business Conduct and Ethics is available on the Company'sCompany’s website at http:https://www.crowncork.com/investors/corporate-governancecorporate-governance/code-business-conduct-and-ethics.  The Company intends to disclose updates to, and waivers of, the Code of Business Conduct and Ethics on the Company'sCompany’s website.
 
Corporate Responsibility and Sustainability.  See “Corporate Responsibility and Sustainability” on page 5 in the Proxy Statement Summary.
Transactions with Related Persons.  The Nominating and Corporate Governance Committee is charged with reviewing and approving or ratifying all transactions with related persons ofby Directors and executive officersExecutive Officers required to be disclosed under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended ("(“Regulation S-K"S-K”).  The written Company policy pertaining to related party transactions is included in the Company'sCompany’s Corporate Governance Guidelines.

Shareholder Engagement. See “Shareholder Engagement” on page 4 in the Proxy Statement Summary.
Communications with the Board of Directors.  Shareholders and other interested parties who wish to send communications on any topic to the Chairman, the Independent Presiding Director, the independent Directors or the Board as a whole may do so by writing c/o Office of the Corporate Secretary, Crown Holdings, Inc., 770 Township Line Road, Yardley, PA 19067.  Communications will be forwarded to the Directors if they relate to substantive matters and include information, suggestions or comments that the Chairman or Independent Presiding Director, with the assistance of the Corporate Secretary, deems appropriate for consideration by the Directors.
Company Website.  The Company'sCompany’s Corporate Governance Guidelines and the Charters of the Audit, Compensation and Nominating and Corporate Governance Committees are available on the Company'sCompany’s website at http:https://www.crowncork.com/investors/corporate-governance..


1929


COMPENSATION DISCUSSION AND ANALYSIS


This Compensation Discussion and Analysis ("(“CD&A"&A”) provides an overview of the Company'sCompany’s executive compensation program together with a description of the material factors underlying the decisions that resulted in the compensation provided for 20162018 to the Company'sCompany’s Chief Executive Officer ("CEO"(“CEO”), the Company'sCompany’s Chief Financial Officer and the other three Executive Officers who were the highest paid during 20162018 (collectively, "Named“Named Executive Officers"Officers” or "NEOs"“NEOs”).  The names of the Company's 2016Company’s 2018 NEOs and their titles at year-end are:

●
Timothy J. Donahue – President and Chief Executive Officer
●
Thomas A. Kelly – Senior Vice President and Chief Financial Officer
●
Gerard H. Gifford – President – European Division (1)
Djalma Novaes – President – Americas Division
Robert H. Bourque – President – Asia Pacific Division
____________________
(1)Mr. Gifford will become the Company's Executive Vice President and Chief Operating Officer
●
Robert H. Bourque – President – Transit Packaging Division (1)
●
Didier Sourisseau – President – European Division
____________________
(1)Mr. Bourque became the Company’s President – Transit Packaging Division on AprilAugust 1, 2017.2018.  Prior to August 1, 2018, Mr. Bourque held the position of President – Asia Pacific Division.
 


The following discussion and analysis contains statements regarding individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company'sCompany’s compensation programs and should not be understood to be statements of management'smanagement’s expectations or estimates of financial results or other guidance.  The Company specifically cautions investors not to apply these statements to other contexts.

20162018 Say-on-Pay Vote ResultsResults..  At our Annual Meeting of Shareholders held in April 2016,2018, we held a non-bindingan advisory Shareholder Say-on-Pay vote on the 20152017 compensation of our NEOs.  Over 90%95% of the shares voted at last year'syear’s Annual Meeting voted FOR our Say-on-Pay resolution, approving the compensation of our NEOs.  The Board'sBoard’s Compensation Committee (the "Committee"“Committee”) believes the results of the Say-on-Pay vote show strong support for the performance-based and ownership-oriented compensation philosophy that the Committee has utilized.  Accordingly, the Committee did not change its general approach to executive compensation in 2016, although the Committee has made changes to the short-term and long-term compensation programs, effective in 2017, as noted below.2018.  Although the advisory Shareholder vote on executive compensation is non-binding, the Committee will continue to take the outcome of this annual vote into consideration when making compensation decisions for our NEOs.

In designing the compensation program described on the following pages, we adhere to a range of best practices, including the following:

2030
At-Risk Compensation.  Our executive compensation program is based on our “pay-for-performance” philosophy, as outlined in the following table, with the majority of our NEOs’ total direct compensation “at risk” and tied to the accomplishment of performance objectives.

WHAT WE DO
Compensation Element
Basis for Measurement
Alignment with Pay-for-
Performance Philosophy
Annual Cash Compensation
 
Benchmark our NEOs'
Base Salary
Individual performance based on primary duties and responsibilities and market competitiveness.
Competitive compensation at the 50th percentile of our peer grouprequired to attract and retain highly qualified executives.
Provide a majority of the direct compensation paid to our NEOs in performance-based compensation
Allocate two-thirds of compensation under the Company's long-term incentive plan to performance-based share awards and one-third to time-based share awards
Beginning in 2017, base the award of performance-based shares on two metrics (total shareholder return and return on invested capital)
Base payouts under the Company's Annual Incentive Bonus Plan upon the achievement of specified levels
Economic profit and modified operating cash flow.
Use of economic profit and modified operating cash flow
Beginning in 2017, set the maximum payout for our NEOs under the Company's Annual Incentive Bonus Plan at 2x target (reduced from 3x target)
Require minimum holdings of Company stock by our NEOs
"Clawback" non-equity incentive bonus payments for NEOs in the event of certain acts of misconduct
Submitted both our annual cash bonus metrics drives long-term operating performance and long-term increase in Shareholder value.
Long-Term Equity Compensation
Performance-Based Restricted Stock Awards (approximately two-thirds of total long-term equity incentive planscompensation)
Total shareholder return relative to Shareholders for approval
Engage an independent compensation consultant for our Compensation Committee
Utilize tally sheets to review total compensation, compensation mix, internal pay equity, payouts under certain potential termination scenariosindustry peer group and the aggregate value of retirement benefit
Hold annual Say-On-Pay votes and recommend continuation of annual Say-On-Pay votesreturn on invested capital, in each case over a three-year performance period.
 
WHAT WE DON'T DO
Provides incentive to outperform and deliver superior Shareholder returns relative to peers and to efficiently utilize the Company’s capital.  Aligns NEOs with interests of Shareholders and promotes commitment to the long-term performance of the Company.
 
Allow carry-forward and/or banking
Time-Based Restricted Stock Awards (approximately one-third of economic profit in our annual cash bonus plantotal long-term equity compensation)
Use individual qualitative factors in determining executives' annual cash bonuses
Include tax gross-up provisions in any new or revised executive employment agreementsLong-term stock price appreciation.
Provide excessive perquisitesAligns NEOs with interests of Shareholders and promotes commitment to the long-term performance of the Company.
Permit hedging or pledging of Company stock

The allocation of 2018 total direct compensation for our CEO and for our other NEOs among these various components is set forth in the materials on page 8 in the Proxy Statement Summary that highlight the Company’s emphasis on “at risk” and equity-based compensation.
31
Pay-for-Performance Alignment – Forfeiture of Performance Shares.  The Company'sCompany’s executive compensation program is designed to motivate our NEOs to create long-term value for our Shareholders and to efficiently use the Company'sCompany’s invested capital in order to grow our business.  To achieve these objectives, our program emphasizes long-term performance-based incentives that are based, in part, upon total shareholder return relative to a group of industry peers.  NotwithstandingBased on the Company's total shareholder returnCompany’s TSR under-performance versus its peer group for the measurement periods related to the vesting of 57% over the past 5 years, because this return has somewhat underperformed our industry peers, NEOs have forfeited performanceperformance-based shares in each2018 and 2019, the Company’s NEOs, including the CEO, forfeited 100% of the last three years:

In 2015 our NEOs forfeited 28% of their 2012 performance-based equity grants.
In 2016 they forfeited 63% of their 2013 performance-based equity grants.
In 2017 they forfeited 34% of their 2014 performance-based equity grants.
In particular, the Company's CEO forfeited 42% of the aggregate grant-date fair value of performance shares granted him in 2012, 2013 and 2014, and this resulted in forfeiture of 19% of the CEO's aggregate total direct compensation for those three years.

21
performance-based shares awarded to them that were scheduled to vest in 2018 and 2019.  Such forfeitures display a clear and direct correlation between total shareholder returnShareholder value and our executives'executives’ compensation.  In addition, the Company's "at risk" non-equity performance-based compensation incentives focus upon the Company's strategy of driving free cash flow and long-term growth of the Company's economic profit, which is driven by efficient utilization of capital, income from operations and cash flow from operations.
Our executive compensation program is based on our "pay-for-performance" philosophy, as outlined in the following table.
Compensation Element
Basis for Measurement
Alignment with Pay-for-Performance Philosophy
Annual Cash Compensation
Base Salary
Individual performance based on primary duties and responsibilities and market competitiveness.
Competitive compensation required to attract and retain highly qualified executives.
Annual Incentive BonusEconomic profit and modified operating cash flow.
Use of economic profit and modified operating cash flow metrics drives long-term operating performance and long-term increases in shareholder value.
Long-Term Equity Compensation
Performance-Based Restricted Stock Awards (approximately two-thirds of total long-term equity compensation)
Total shareholder return relative to industry peer group over three-year period.
Beginning in 2017, in addition to total shareholder return, return on invested capital will be used as a second performance metric.
Provides incentive to outperform and deliver superior shareholder returns relative to peers and to efficiently utilize the Company's capital.  Aligns NEOs with interests of shareholders and promotes commitment to the long-term performance of the Company.
Time-Based Restricted Stock Awards (approximately one-third of total long-term equity compensation)Long-term stock price appreciation.
Aligns NEOs with interests of shareholders and promotes commitment to the long-term performance of the Company.

At-Risk Compensation.  Consistent with our "pay-for-performance" philosophy, our executive compensation program emphasizes "at risk" compensation and stock ownership. The majority of our NEOs' total direct compensation is tied to the accomplishment of performance objectives.  The allocation of 2016 total direct compensation for our CEO and for our other NEOs among these various components is set forth in the following graphs that highlight the Company's emphasis on "at risk" and equity-based compensation.

22
Role of the Compensation Committee.  The Committee currently comprises four Non-Employeefive Directors, all of whom are independent under the NYSE listing standards.  During 2016,2018, the Committee members were Hans Löliger (Chairperson)(Chair), Arnold Donald, William Little, Josef Müller and Jim Turner.  On March 1, 2019, Messrs. Little and Donald were replaced as Committee members by Ms. Funk and Mr. Miller.  The Committee has responsibility for determining and implementing the Company'sCompany’s philosophy with respect to executive compensation.  To implement this philosophy, the Committee oversees the establishment and administration of the Company'sCompany’s executive compensation program.  The Committee operates under a written charter adopted by the Board of Directors. A copy of this charter is available on the Company'sCompany’s website at http:https://www.crowncork.com/investors/corporate-governancecorporate-governance/compensation-committee-charter..

Compensation Philosophy and Objectives.  The Committee maintains a "pay-for-performance"“pay-for-performance” philosophy toward executive compensation. One of the guiding principles of this "pay-for-performance"“pay-for-performance” philosophy is that the executive compensation program should enable the Company to attract, retain and motivate a team of highly qualified executives who will create long-term value for the Shareholders.  To achieve this objective, the Committee has developed an executive compensation program that is ownership-oriented and that rewards the attainment of specific annual and long-term goals that will result in improvement in total shareholder return.  To that end, the Committee believes that the executive compensation program should include both cash and equity-based compensation that rewards specific performance by the Company.  In addition, the Committee continually monitors the effectiveness of the program to ensure that the compensation provided to executives remains competitive relative to the compensation paid to executives in a peer group comprising select companies in the container and packaging industry and other manufacturing companies.
 
The Committee annually evaluates the components of the compensation program as well as the desired mix of compensation among these components.  The Committee believes that a substantial portion of the direct compensation paid to the Company'sCompany’s NEOs should be at risk, contingent on the Company'sCompany’s operating and stock market performance.  Consistent with this philosophy, the Committee will continue to place significant emphasis on stock-based compensation and performance-based paycompensation in an effort to more closely align compensation with Shareholder interests and increase executives'executives’ focus on the Company'sCompany’s long-term performance.  Accordingly, the annual incentive bonus is determined by operating metrics that drive long-term
23
growth and Shareholder value, and approximately two-thirds of the value of the restricted stock granted in 20162018 under the Company'sCompany’s long-term incentive plan is tied to performance of the Company'sCompany’s total shareholder return versus that of a peer group.  In addition, beginning in 2017, the Company's long-term incentive plan will also be tied to the Company'sgroup and return on invested capital as a second metric.versus the Company’s projected three-year average of return on invested capital.

32
Stock Ownership Guidelines and Share Retention Policy.  Consistent with the Committee'sCommittee’s stock ownership-oriented compensation philosophy and its focus on long-term performance, the Company maintains stock ownership guidelines under which our NEOs are expected to own Company Common Stock with a minimum value equal to the applicable multiple of base salary set forth in the following table.
 

Stock Ownership Guidelines Applicable to NEOs
PositionMultiple of Base Salary
CEO6x
All other NEOs3x

Until the ownership requirement is satisfied, an NEO is required to retain 50% of the after-tax value of any Common Stock received as the result of an option exercise or vesting of restricted shares.  At year-end, all the NEOs either owned more than the minimum level of Common Stock or were otherwise in compliance with the stock ownership guidelines.
 
Prohibition of Hedging and Pledging.  Under the Company’s Corporate Governance Guidelines, the Company’s Directors, Officers and other insiders may not engage in hedging transactions with respect to Company securities and may not pledge Company securities as collateral for a loan or otherwise use Company securities to secure a debt.
Committee Process.  The Committee meets as often as necessary to perform its duties and responsibilities.  During 2016,2018, the Committee met twofour times.  The Committee usually meets with the CEO and, when appropriate, with other Company Officers and outside advisors.  In addition, the Committee periodically meets in executive session without management present.
 
Setting of Meeting Agenda.  The Committee'sCommittee’s meeting agenda is normally established by the Committee ChairpersonChair in consultation with the CEO and the Vice President of Human Resources.  Committee members receive and review materials in advance of each meeting.  Depending on the meeting'smeeting’s agenda, such materials may include: financial reports regarding the Company'sCompany’s performance, reports on achievement of corporate objectives, reports detailing executives'executives’ stock ownership and stock awards and information regarding the compensation programs and compensation levels of certain peer group companies.
 
Use of Tally Sheets.  The Committee reviews tally sheets when setting annual compensation for the NEOs.  These tally sheets allow the Committee to review each NEO'sNEO’s compensation on an aggregate basis and to see how a change in any one component affects each NEO'sNEO’s total compensation.  For 2016,2018, the Committee used the tally sheet information to review total compensation, the current mix of compensation (e.g., cash versus equity), issues of internal pay equity, total value of Company stock held by each NEO, payouts under certain potential termination scenarios and the aggregate value of retirement benefits.
 
Retention of Compensation Consultants.  The Committee'sCommittee’s charter authorizes the Committee, in its sole discretion, to retain, oversee and terminate consultants to assist it in the evaluation of compensation for the NEOs.  The Committee has sole authority to approve the fees and other retention terms of any such consultant.
 
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Role of Executive Officers in Compensation Decisions.  The Committee makes all decisions regarding the CEO'sCEO’s compensation.  Decisions regarding the compensation of other NEOs are made by the Committee in consultation with, and upon the recommendation of, the CEO.  In this regard, the CEO provides the Committee with evaluations of business goals and objectives and executive performance and recommendations regarding salary levels, equity grants and other incentive awards.
 
Executive Compensation Consultant.  Pursuant to its authority under its charter to retain compensation consultants, the Committee engaged Pay Governance, LLC, an executive compensation consulting firm, to act as its independent advisor with respect to 20162018 compensation decisions.
 
Consultant Independence.  All services provided by Pay Governance to the Committee are conducted under the direction and authority of the Committee, and all work performed by Pay Governance must be pre-approved by the Committee.  Pay Governance does not provide any other services to the Company, and neither Pay Governance nor the individuals affiliated with Pay Governance who provide services to the Company ownsown any shares of the Company'sCompany’s stock.  There are no personal or business relationships between the Pay Governance consultants and any executive of the Company.  In addition, there are no personal relationships between the Pay Governance consultants and any member of the Committee.  Pay Governance maintains a detailed conflict of interest policy in order to ensure that compensation committees receive conflict-free advice.
 
Use of BenchmarkingBenchmarking..  In advising the Committee regarding 20162018 compensation for our NEOs, Pay Governance developed competitive compensation levels by establishing a benchmark match for each NEO position in the competitive market.  Competitive levels were developed for the following elements of pay:
 

●base salary

●target annual incentive

●target total cash compensation (base salary plus target annual incentive)

●long-term equity incentives

●target total direct compensation (target total cash compensation plus the value of long-term equity incentives)
●annualized value of retirement benefits
●
target total remuneration (target total direct compensation plus the annualized value of retirement benefits)
Peer Group CompositionComposition..  In establishing its benchmarks for each of the NEOs, Pay Governance gathered data for 17 public companies, or divisions of public companies, defined as the "Peer“Peer Group."”  Members of the Peer Group are manufacturing companies of similar scope and are generally from the following three categories: (i) other packaging companies, (ii) current or potential suppliers to the Company and (iii) current or potential customers of the Company.  The Peer Group comprises the following companies:
●      Avery Dennison Corporation
●      Nestlé USA
●      Ball Corporation
●      Owens-Illinois
●      Bemis Company
●      PPG Industries
●      Campbell Soup Company
●      S.C. Johnson & Son
●      Colgate Palmolive Company
●      Sealed Air Corporation
●      Dean Foods Company
●      The Sherwin-Williams Company
●      Keurig Dr Pepper Snapple Group
●      United States Steel Corporation
●      Eastman Chemical Company
●      WestRock
●      Greif
 
·
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Specific benchmark levels were developed using regression analysis to size-adjust the market data to reflect the Company'sCompany’s corporate revenue or the individual business unit revenue, when appropriate.  To provide a broader frame of reference, Pay Governance also analyzed each NEO position against data from general industry.  In establishing its benchmarks for Messrs. Gifford and Bourque, who are U.S. expatriates, Pay Governance used data based on U.S. competitive rates.industry data.

Compensation Strategy for CEO.  The evaluation of the CEO'sCEO’s performance and the setting of his compensation is one of the fundamental duties of the Committee. Effective January 1, 2016,In determining the CEO’s compensation for 2018, the Committee evaluated the CEO’s performance and the Company’s performance in the prior year and since Mr. Donahue was promoted to bebecame CEO in 2016.  In evaluating the Company CEO.  As a result, the Committee established Mr. Donahue's initial compensation as CEO.
In determining compensation for Mr. Donahue,CEO’s performance, the Committee considered Mr.  Donahue's significant contributions to the Company as Chief Operating Officer and Chief Financial Officer prior to becoming Chief Executive Officer. The Committee noted that Mr. Donahue led the Empaque acquisition in 2015 and oversaw the successful integration of that acquisition as well as the Mivisa acquisition, which have expanded the Company's geographic footprint, provided access to high performing assets and reduced costs. In addition, Mr. Donahue has continued to lead the Company in developing its global organic growth initiatives, including the development of state-of-the-art facilities in emerging and developed markets such as Cambodia, Turkey, Mexico, Indonesia, Colombia, France and the United States. The successful execution of these strategic initiatives has contributed tangibly to strong performance in net income, operating cash flow and earnings per share, allowing the Company to reduce debt and the Board to authorize the Company to return significant value to our Shareholders through share repurchases.
In setting Mr. Donahue's compensation, the Committee also sought to align the CEO's short-term and long-term incentives with the Company'sCompany’s overall financial, operational and strategic performance.results. In order to determine a fair and competitive salary level for Mr. Donahue's new role,addition, the Committee engaged Pay Governancecontinued to prepare a report regarding market practices for internally promoted CEOs.  The Pay Governance report analyzedfocus on the salary increases provided to internal candidates upon their promotion to CEO and a comparison of first-year CEO compensation levels relative to the outgoing CEO for four of the Company's peers and sixteen general industry companiesCompany’s development during Mr. Donahue’s tenure in several key areas that promoted an internal candidate over the past four years.  Pay Governance advised the Committee of the following:believes are essential to increase Shareholder value, including:

●Base salary increases from
Acquisition of Transit Packaging Division. During 2018, Mr. Donahue oversaw the prior position are typically meaningful, but remain below the base salaryacquisition and integration of the prior CEO.Company’s Transit Packaging Division. Net sales in the division increased 7% for the year and segment income increased $14 million, or 4.4% over 2017, as the business continued to benefit from its broad product offering across a global platform.

●
Strong earnings and cash flow generation. For the year, net income was $439 million. This translated to diluted earnings per share of $3.28, an increase of 37% over 2017. Cash flows from operating activities was $571 million, which was significantly improved over 2017.

●Target annual incentives (as
Investment in growth markets. In response to increasing global demand for beverage cans, the Company completed new beverage projects in 2018 in Italy, Myanmar and Spain, completed the construction of another line in Cambodia which became operational in January 2019 and progressed on plans to commercialize a percentage of salary) are often adjusted close to the levelnew can plant in Brazil in late 2019.

●
Deleveraging of the prior CEO.balance sheet. Following the Signode (Transit Packaging) acquisition, the Company’s deleveraging goal is on plan.

●Long-term incentive
Sustainability. Under Mr. Donahue’s leadership, the Company has continued its commitment to efficiently manage and conserve resources and bring innovations to market to support the sustainability efforts of both Crown and its customers and consumers. Two years into its five-year initiative to reduce energy consumption and greenhouse gas emissions, the Company has already surpassed its goal of reducing energy consumption in its worldwide metal packaging business by 5% per billion standard units of production and is over 75% of the way to meeting its greenhouse gas emissions reduction target from 2015 levels are typically increased significantly but may remain below the levels for the prior CEO. by 2020.
Overall, total direct compensation levels for internally promoted CEOs are typically below market and prior CEO compensation.
26CEO Target Compensation
.The Committee determined to establish Mr. Donahue's initial target total direct compensation as CEO at 85% of Mr. Conway's compensation prior to retirement.  This figure is also 85% ofuses the 50th percentile of the Peer Group, which was within the overall parameters notedGroup’s target total direct compensation as a guidepost in the Pay Governance report.  determining CEO compensation.
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The specific components of Mr. Donahue'sDonahue’s 2018 compensation were set as follows:
 
Base Salary $915,000 
Target Annual Incentive  1,052,250 
Target Long-Term Incentive  5,051,113 
Target Total Direct Compensation  7,018,363 
Base Salary$1,100,000
Target Annual Incentive1,320,000
Target Long-Term Equity Incentive5,720,055
Target Total Direct Compensation8,140,055
 
In conjunction with the Committee'sCommittee’s emphasis on stock-based compensation, a majority of the CEO's 2016CEO’s 2018 target total direct compensation was in the form of Company Common Stock.

Compensation Strategy for NEOs other than the CEO.  For 2016,2018, the Committee generally continued following its market-based compensation strategy for the NEOs other than the CEO:
 

●Pay levels were evaluated relative to the Peer Group as the primary market reference point.  In addition, general industry data was reviewed as an additional market reference and to ensure robust competitive data.
 

●
Target total cash compensation and target total direct compensation levels were set towards the middle range of the Peer Group.  The Committee used the 50th percentile of the Peer Group'sGroup’s target total cash compensation and target total direct compensation as a market check in determining compensation.  However, the 50th percentile is a guidepost and not an absolute target.
 
Components of Compensation.  For 2016,2018, the principal components of compensation for NEOs were:were base salary, annual incentive bonus, long-term equity incentives, retirement benefits and perquisites.
 
base salary
annual incentive bonus
long-term equity incentives
retirement benefits
perquisites

Base Salary.  The Company provides NEOs with base salaries to compensate them for services rendered during the year.  The Committee recognizes that competitive salaries must be paid in order to attract and retain high qualityhigh-quality executives.  Normally, the Committee reviews NEO salaries at the end of each year, with any adjustments to base salary becoming effective on January 1 of the succeeding year.  However, underin special circumstances, such as a promotion or increased responsibilities, the Committee may act to increase an NEO'sNEO’s salary during the year.

27

20162018 Base Salaries.  The Committee has determined that base salary levels for the NEOs should be targeted towards the middle range of the Peer Group.  Consistent with this market-based pay strategy, the Committee approved an increaseincreases in the base salarysalaries of Mr. Kellythe NEOs in order to bring him more in line with the middle range of the Peer Group and increases for Messrs. Gifford and Novaes in order to keepmove them in line with the middle range of the Peer Group.  Mr. Bourque was promoted to President of the Asia Pacific– Transit Packaging Division in 2016.2018.  In light of his new role and greater responsibility, the Committee setincreased Mr. Bourque's initial compensation near the 25th percentile of the Peer Group with a plan to increase his compensation closer to the 50th percentile over time, based on job performance.Bourque’s annual base salary by $50,000.  Base salaries for each of the NEOs for 20162018 were as set forth in the following table.
 
Name 2016 Base Salary 
Timothy Donahue $915,000 
Thomas Kelly  575,000 
Gerard Gifford  600,000 
Djalma Novaes  510,000 
Robert Bourque (1)
  350,000 
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Name2018 Base Salary
Timothy Donahue$1,100,000
Thomas Kelly650,000
Gerard Gifford680,000
Robert Bourque (1)470,833
Didier Sourisseau (2)567,765
___________________
(1)Mr. Bourque was paid a salary of $302,413$470,833 in 20162018 which was a blend of his base salary prior to his promotion in May 2016 and his annual base salary of $350,000 as President – Asia Pacific Division for the remainder of 2016.$450,000 prior to his promotion on August 1, 2018 and his base salary of $500,000 as President – Transit Packaging Division.
 
(2)Mr. Sourisseau’s base salary for 2018 set forth in the table above has been converted from Swiss Francs into U.S. Dollars at the 2018 average exchange rate of $1.023.
Annual Incentive Bonus.  Annual cash bonuses are included as part of the executive compensation program because, consistent with our "pay-for-performance"“pay-for-performance” philosophy, the Committee believes that a significant portion of each NEO'sNEO’s compensation should be contingent on success in achieving annual goals that drive the long-term operating performance of the Company. Our NEOs are eligible for annual cash bonuses under our shareholder-approved 2015 Annual Incentive Bonus Plan (the "AIB Plan"“AIB Plan”).  For 2016,2018, our NEOs were eligible to receive annual incentive bonuses under the AIB Plan upon the achievement of specified levels of economic profit and modified operating cash flow. The Committee believes the use of economic profit and modified operating cash flow as key performance measures under the AIB Plan drives the Company'sCompany’s long-term operating performance and is closely correlated with long-term increase in Shareholder value.  In 2016 and earlier periods, theThe maximum payout under the AIB Plan was three times the target bonus.  Beginning in 2017, however, the maximum payout has been reducedis limited to two times the target bonus.

20162018 Bonus Opportunities and Results.  For 2016,2018, the Committee assigned each NEO an annual target level of participation inunder the AIB Plan together with a maximum annual bonus opportunity as a percentage of each NEO'sNEO’s base salary.  Based upon the Peer Group information provided by Pay Governance and the consideration of officerOfficer performance and internal equity, the Committee determined that the target and maximum bonus opportunities for Messrs. Gifford and Novaesthe NEOs for 20162018 should be the same as in 2015.  For Mr. Bourque, who was promoted in 2016, the Committee set his target and maximum bonus opportunity at the 25th percentile of the Peer Group, with the intent to increase this over time based on his job performance.2017.  The Committee determined to increase Mr. Kelly's target and maximum bonus opportunity to bring him more in line with the middle range of the Peer Group.  The 20162018 minimum, maximum and target bonus opportunities together with actual bonuses paid to the NEOs were as follows.follows:
 
 
Name
Minimum Bonus as a Percentage of Base SalaryMaximum Bonus as a Percentage of Base SalaryTarget Bonus as a Percentage of Base Salary
Target
Bonus
Amount
Actual
Bonus
Amount
Timothy Donahue0%240%120%$1,320,000$1,735,800
Thomas Kelly0%160%80%520,000683,800
Gerard Gifford0%190%95%646,000849,490
Robert Bourque0%160%80%376,666753,333
Didier Sourisseau0%160%80%454,212573,670
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Name
 Minimum Bonus as a Percentage of Base Salary  Maximum Bonus as a Percentage of Base Salary  Target Bonus as a Percentage of Base Salary  Target Bonus Amount  Actual Bonus Amount 
Timothy Donahue  0%  345%  115% $1,052,250  $2,594,849 
Thomas Kelly  0%  240%  80%  460,000   1,134,360 
Gerard Gifford  0%  240%  80%  480,000   1,292,640 
Djalma Novaes  0%  240%  80%  408,000   944,928 
Robert Bourque (1)
  0%  195%  65%  227,500   539,081 
___________________
(1)Had Mr. Bourque served as President – Asia Pacific Division for full year 2016, his actual bonus amount would have been $682,500.
Performance Measures.  Bonus amounts under the AIB Plan were based on the following performance measures:


●
economic profit – defined generally as net operating profit after tax less cost of capital employed as adjusted for certain items, including currency exchange rates and acquisitions/divestitures


●
modified operating cash flow – defined generally as earnings before interest, taxes, depreciation and amortization reduced by capital spending and adjusted for certain items, including changes in year-end trade working capital and variances in average trade working capital

Cost of Capital.  For purposes of calculating economic profit under the AIB Plan, cost of capital employed was defined as the average capital employed multiplied by the average cost of capital.  Capital employed was generally defined as total assets less non-interest bearing liabilities and is adjusted for certain items.  ExcludedThe following items were excluded from capital employed were the following items:employed: investments, net goodwill and intangibles, pension and post-employment assets and liabilities and deferred tax assets and liabilities.  Invested capital may also be adjusted for additional capital employed at the direction of the Company'sCompany’s corporate office or in accordance with overall corporate objectives. For 2016,2018, the AIB Plan used a cost of capital of 9%, which is higher than the Company'sCompany’s actual cost of capital.

Weighting of Performance Measures.  At the beginning of 2016,2018, the Committee determined target levels of performance for each performance measure.  At year-end, the Committee assessed the actual results versus the original goals in determining awards.  The Committee must approve all awards, and all awards are subject to review and downward discretionary adjustment by the Committee.

An NEO'sNEO’s actual bonus amount was determined by: (i) multiplying the NEO'sNEO’s target bonus amount by the actual percentage earned for each of the two performance measures, (ii) weighting each performance measure in accordance with a pre-specified formula, and (iii) adding the results together to determine the overall payout factor.

29
factor and (iv) if applicable, reducing the overall payout to the maximum of 200% of the target bonus amount.

As the achievement of each of economic profit and modified operating cash flow increases in excess of respective performance targets, the percentagespercentage of our NEOs'each NEO’s target bonusesbonus payable with respect to such performance measuresmeasure also increase.increases. In the case of modified operating cash flow, up to 50%125% of the target bonus amount will be paid, in incremental increases, as the achievement level increases from 100% to 120%110% of the performance target. Conversely, the percentage of the target bonus amount payable with respect to modified operating cash flow decreases as achievement falls below 100% of the applicable performance target, with no amount being payable for achievement levels below the threshold of 80% of the applicable performance target. The modified operating cash flow component of the AIB Plan was determined based upon actual performance compared to a budgeted modified operating cash flow amount.

The economic profit component of the AIB Plan was determined by relating current-year economic profit to prior years economic profit, adjusted for currency fluctuations.  In the case of economic profit, up to 250%125% of the target bonus amount will be paid, in incremental increases, ifas the achievement level increases from 100% to 110% of the performance target.  Conversely, the percentage of the target bonus amount payable with respect to economic profit exceedsdecreases as achievement falls below 100% of the applicable performance target, with no amount being payable for achievement levels below the threshold of 80% of the applicable performance target.  To the extent modified operating cash flow is achieved between 100% and 120% of the performance target, up to 250% of the target bonus amount can be achieved based on economic profit.  No portion of the target bonus amount will be paid for economic profit arising from accounting changes or similar non-cash items.
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Notwithstanding the ability to earn up to 125% of the target bonus amount under each of the tests (modified operating cash flow and economic profit), the maximum aggregate bonus opportunity is capped at 200% of the target bonus amount for all NEOs.

Setting of Target Performance Levels.  Generally, the Committee attempts to set the target performance levels so that the relative difficulty of achieving the targets is consistent among the NEOs in any one year and for each NEO from year to year.  In making this determination the Committee may consider specific circumstances experienced by the Company in prior years or that the Company expects to face in the coming year.  For example, with respect to modified operating cash flow, targets may be set below prior year actual results due to the forecasted increaseincreases in capital investment required for the Company'sCompany’s expansion in growth markets, forecasted increases in working capital, higher input costs due to price increases by suppliers prior years' actual working capital and variances in average trade working capital.  In addition, target performance levels are subject to adjustment for special circumstances such as currency exchange rate fluctuations, acquisitions and divestitures.

The economic profit and modified operating cash flow thresholds and targets for 20162018 were set at the Company level for the CEO, Chief Operating Officer and Chief Financial OfficerOfficer.  For division-level NEOs (Messrs. Bourque and atSourisseau), economic profit and modified operating cash flow thresholds and targets include both division-level and Company level metrics.  In addition, the divisional levelCommittee made adjustments to the application of economic profit and modified operating cash flow to account for the other NEOs.2018 acquisition of the Transit Packaging Division.  The applicable thresholds, targets and actual achievement levels for 20162018 are set forth for each NEO in the following table.

 Economic Profit (in millions)  
Modified Operating Cash Flow
(in millions)
 
Name
Economic Profit (in millions)
Modified Operating Cash Flow
(in millions)
 Threshold  Target  Actual  Threshold  Target  Actual ThresholdTargetActualThresholdTargetActual
Timothy Donahue $348.1  $435.1  $501.9  $745.4  $931.7  $992.6 $507.8$634.8$575.5$710.4$888.0$952.8
Thomas Kelly  348.1   435.1   501.9   745.4   931.7   992.6 507.8634.8575.5710.4888.0952.8
Gerard Gifford  167.9   209.9   246.4   337.4   421.7   471.4 507.8634.8575.5710.4888.0952.8
Djalma Novaes  153.2   191.5   219.6   411.1   513.9   494.3 
Robert Bourque  28.9   36.1   44.1   39.6   49.5   117.1 
Robert Bourque (1)
38.448.055.716.821.079.2
Didier Sourisseau (1)
201.5251.9183.8282.0352.5408.9
____________________
(1)The threshold and target numbers for Messrs. Bourque and Sourisseau are their respective division-level numbers.  To the extent that Company-level performance is included in computing their actual bonuses as explained above, the applicable threshold and target numbers with respect to Company-level performance are the same as set forth for Messrs. Donahue, Kelly and Gifford.

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20162018 Bonus Calculations.  Messrs. Donahue, Gifford and Kelly received bonuses under the AIB Plan equal to 246.6%131.5% of their respective target bonus amounts, 38.8%amounts.  For Messrs. Donahue, Gifford and Kelly, 104.8% was attributable to modified operating cash flow and 207.8%26.7% to economic profit.  With respect to the Americas Division, Mr. Novaes received a bonus under the AIB Plan equal to 231.6% of his target bonus amount, 30.2% attributable to modified operating cash flow and 201.4% to economic profit.  With respect to the European Division, Mr. Gifford received a bonus under the AIB Plan equal to 269.3% of his target bonus amount, 43.1% attributable to modified operating cash flow and 226.2% to economic profit.  With respect to the Asia Pacific Division,  Mr. Bourque received a bonus under the AIB Plan equal to 300%200% of his target bonus amount, 50%100% attributable to modified operating cash flow and 250%100% to economic profit.  Mr. Sourisseau received a bonus under the AIB Plan equal to 126.3% of his target bonus amount, 121% attributable to modified operating cash flow and 5.3% to economic profit.  26.3% of his bonus was attributable to Company-level performance.

Long-Term Equity Incentives.  The Committee believes that equity-based incentives, delivered through annual grants of time-based restricted stock and performance-based restricted stock, are an important link between executive and Shareholder interests.  Because the Committee believes that a significant portion of the benefits realized from long-term equity-based incentive grants should require continuous improvement in value created for the Shareholders, approximately two-thirds of the targeted value of stock awards to NEOs is performance-based.  In 2016Beginning in 2017, in response to Shareholder feedback regarding the Company’s use of a single metric and earlier periods, the Company used total shareholder return as thea market trend away from a single performance metric, for purposes of awarding performance-based shares.  However, beginning in 2017, the Committee approved the use of return on invested capital as a second performance metric in awardingto determine vesting of performance-based shares.  In the 2018 grants, the Company used total shareholder return (“TSR”) and return on invested capital (“ROIC”) as the two performance metrics for purposes of vesting performance-based shares.  The Committee believes that the use of this second metric will better alignTSR and ROIC aligns the Company'sCompany’s long-term incentive plan with its peers and with current market practice and with the expectations of  Shareholders.practice.  Although the Committee may vary the size of annual grants based on the Company'sCompany’s and executive'sexecutive’s performance, the total annual equity award granted to each NEO is generally determined based upon the difference between the total direct compensation target established by the Committee, using the competitive market benchmarking and internal factors described above, and the sum of the NEO'sNEO’s base salary and target annual incentive bonus opportunity.bonus.  See "Compensation“Compensation Strategy for CEO"CEO” and "Compensation“Compensation Strategy for NEOs other than the CEO."  In addition to the annual equity awards, the Committee may approve equity awards for newly hired executives or in recognition of an executive's promotion or expansion of responsibilities.”

Equity awards to NEOs are generally made by the Committee each year in the form of restricted stock as part of the normal annual compensation review cycle.  The awards for a particular year generally occur in January or February.  In addition, the Committee may approve equity awards for newly hired executives or in recognition of an executive’s promotion or expansion of responsibilities.
 
The Committee approved the following award structure for 2016:2018:
 

●
Target Award Levels.  Award levels were generally set to deliver target total direct compensation (sum of base salary, annual and long-term equity incentives) in the middle range of the Peer Group after taking into account the competitive positioning of the executives'executives’ target total cash compensation.
 

●
Performance-Based Restricted Stock.  Approximately two-thirds of an NEO'sNEO’s targeted long-term equity incentive was delivered in performance-based restricted stock, thatapproximately half of which may be earned based uponon the Company's total shareholder returnCompany’s TSR relative to a group of industry peers over a three-year performance period.period and approximately half of which may be earned based on ROIC over the same three-year performance period relative to the Company’s projected three-year average of return on invested capital.  A target number of shares was established for 20162018 for each NEO, as set forth in the "Grants“Grants of Plan-Based Awards"Awards” table in the Executive Compensation section below.  Actual vesting of performance-based share awards generally will not occur until the third anniversary of the grant date, if at all.  The Committee believes that, in addition to linking a substantial portion of our NEOs'NEOs’ compensation to the long-term performance of the Company, the three-year vesting structure provides a strong retention element because an NEO terminating employment (other than for retirement with Committee approval, disability or death) will leave behind unvested awards.
 
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structure provides a strong retention element because an NEO terminating employment (other than for retirement with Committee approval, disability or death) will leave behind unvested awards.

●
Time-Based Restricted Stock.  Approximately one-third of an NEO'sNEO’s targeted long-term equity incentive was delivered in time-based restricted stock that vests in equal annual installments over three years from the date of the award in the amounts set forth onin the "Grants“Grants of Plan-Based Awards"Awards” table in the Executive Compensation section below.

Industry Peer Group Composition.  The Committee believes that for purposes of comparing shareholder returnsTSR it is appropriate to utilize a recognized publicly available index of container and packaging industry companies as the peer group.  As a result, with respect to determining shareholder return for 20162018 grants, the Committee will use the Dow Jones "U.S.U.S. Containers & Packaging"Packaging Index, currently comprising the Company and the following other companies:
 
●AptarGroup
●Owens-Illinois
●   Avery Dennison Corporation
●Packaging Corporation of America
●   Ball Corporation
●Sealed Air Corporation
●   Bemis Company
●   Silgan Holdings
●   Berry Plastics Group
●   Sonoco Products Company
●   Graphic Packaging
●   WestRock
●   International Paper
 

Performance Vesting Schedule for TSR-Based Awards.  The Committee determined that, for the portion of performance-based shares vesting on the basis of TSR, such shares would vest based uponon the following schedule.
 
TSR Percentile Ranking
Versus Peers
SharePercentage of Shares Vesting as a Percentage
of Individual Target
90th or Above
200%
75th – 89th
150-199%
50th – 74th
100-149%
40th – 49th
50-99%
25th – 39th
25-49%
Below 25th
0%
 

Calculation of Total Shareholder Return - NEO Forfeiture of Performance-Based SharesTSR.  .  Total shareholder returnTSR is calculated by dividing the closing share price of a company'scompany’s common stock on the ending date of the applicable three-year calendar period plus cumulative dividends during such period, if any, by the closing share price of such company'scompany’s common stock on the beginning date of the applicable period.

As set forth above in "Pay-for-Performance Alignment," NEOs forfeited performance-based shares granted in each of  In the last three years:

The Company's total shareholder return for the three-year calendar period ending December 31, 2014 was 52% based upon the closing price of the Company's Common Stock on that date (i.e., $50.90 per share) compared to the closing price on December 31, 2011 (i.e., $33.58 per share).
event that the Company’s TSR percentile ranking is between the specified percentiles, the vesting percentage is pro-rated on a straight-line basis.
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When compared, however, toPerformance Vesting Schedule for ROIC-Based Awards.  The Committee determined that, for the total shareholder returnportion of the other companies in the industry peer group at the time of the 2012 performance-based share award, the Company ranked at the 44th percentile. Therefore, in accordance with the preceding schedule, the performance-based shares vesting in 2015 pursuanton the basis of ROIC, such shares would vest on the following schedule.
ROICPercentage of Shares Vesting
13.7% or Above200%
12.7%100%
 11.7%25%
Below 11.7%0%
Calculation of ROIC. ROIC is calculated by dividing the Company’s after-tax segment income from continuing operations, adjusted for pension and post-retirement expenses, by the average invested capital.  ROIC is subject to adjustment for foreign exchange, acquisitions and divestitures, and non-recurring and other significant non-operational items.  The target is equal to the 2012 grant were vested atCompany’s projection of its three-year average of ROIC of 12.7%.  The overall range and associated payouts are described below.  In the 72% level, and 28% ofevent that the award was forfeited.Company’s ROIC is between the specified percentiles, the vesting percentage is pro-rated on a straight-line basis.

The Company's total shareholder return for the three-year calendar period ended December 31, 2015 was 38% based upon the closing price of the Company's Common Stock on that date (i.e., $50.70 per share) compared to the closing price on December 31, 2012 (i.e., $36.81 per share). When compared, however, to the total shareholder return of the other companies in the industry peer group at the time of the 2013 performance-based share award, the Company ranked at the 32nd percentile. Therefore, in accordance with the preceding schedule, the performance-based shares vesting in 2016 pursuant to the 2013 grant were vested at the 37% level, and 63% of the award was forfeited. The number of performance-based shares from the 2013 grant in which each NEO vested in 2016 based on the Company's stock performance for the three-year calendar period ended December 31, 2015 are set forth below in the "Option Exercises and Stock Vested" table.

The Company's total shareholder return for the three-year calendar period ended December 31, 2016 was 18% based upon the closing price of the Company's Common Stock on that date (i.e., $52.57 per share) compared to the closing price on December 31, 2013 (i.e., $44.57 per share).  When compared, however, to the total shareholder return of the other companies in the industry peer group at the time of the 2014 performance-based share award, the Company ranked at the 43rd percentile.  Therefore, in accordance with the preceding schedule, the performance-based shares vesting in 2017 pursuant to the 2014 grant were vested at the 66% level, and 34% of the award was forfeited.  Performance-based shares from the 2014 grant did not vest until January 2017 and, therefore, will be set forth in the "Option Exercises and Stock Vested" table in next year's Proxy Statement.

Notwithstanding consistent positive shareholder return totaling 57% over the 2012 to 2016 time period that comprised the cumulative performance period for the 2012, 2013 and 2014 performance share grants, the Company's CEO at the time of the grants nevertheless forfeited 42% of the aggregate grant-date fair value of performance shares granted him in 2012, 2013 and 2014.  This forfeiture, representing 19% of the CEO's aggregate total direct compensation for those three years, exemplifies the Company's pay-for-performance philosophy.

20162018 Long-Term Equity Incentive Awards.  The following table setstables set forth the target number of time-based and performance-based restricted shares granted to the NEOs for 20162018 as well as the minimum and maximum number of performance-based shares that may vest based on the Company's total shareholder returnCompany’s TSR relative to the industry peer group over the applicable performance period.period and ROIC over the same three-year performance period relative to the Company’s projected three-year average of ROIC.  The tabletables also setsset forth the fair value of the shares on the date of grant based on a share price of $48.47 for time-based restricted stock and $51.05 for performance-based restricted stock (based on a Monte Carlo valuation model) for allgrant.  With respect to the normal annual 2018 grants awarded to the NEOs, with the exception of Robert Bourque.  Mr. Bourque was granted shares when he was promoted to President of the Asia Pacific Division in May 2016.  The fair value on the date of grant was $53.87 perbased on a share price of $57.09 for time-based restricted stock and $55.95the portion of the performance-based restricted stock that vests on the basis of ROIC and $60.56 for the portion of the performance-based restricted stock that vests on the basis of TSR (based on a Monte Carlo valuation model).  Mr. Bourque received an additional grant when he was promoted to President – Transit Packaging Division in August 2018.  With respect to those shares, the fair value on the date of grant was $45.20 per share for time-based shares and ROIC performance-based restricted stock.shares and $22.20 per share for TSR performance-based shares.

NameTime-Based Restricted Stock
SharesAward Value
Timothy Donahue  33,398$1,906,692
Thomas Kelly6,831389,982
Gerard Gifford  9,926566,675
Robert Bourque4,267234,412
Didier Sourisseau5,671323,757
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NamePerformance-Based Restricted Stock
TSR-Based AwardROIC-Based Award
Target SharesAward ValueMinimum SharesMaximum SharesTarget SharesAward ValueMinimum SharesMaximum Shares
Timothy Donahue31,484$1,906,671062,96833,398$1,906,692066,796
Thomas Kelly6,440390,006012,8806,831389,982013,662
Gerard Gifford9,357566,660018,7149,926566,675019,852
Robert Bourque4,867234,40509,7344,267234,41208,534
Didier Sourisseau (1)5,346323,754010,6925,671323,757011,342

 Time-Based Restricted Stock  Performance-Based Restricted Stock 
Name Shares  
Award
Value
  Target Shares  Award Value  Minimum Shares  Maximum Shares 
Timothy Donahue  34,737  $1,683,702   65,963  $3,367,411   0   131,926 
Thomas Kelly  7,120   345,106   13,520   690,196   0   27,040 
Gerard Gifford  8,997   436,085   17,085   872,189   0   34,170 
Djalma Novaes  6,140   297,606   11,659   595,192   0   23,318 
Robert Bourque  1,921   103,484   3,698   206,903   0   7,396 

____________________
 
(1)The shares awarded to Messrs. Donahue, Kelly, Gifford and Bourque are unvested restricted shares.  Mr. Sourisseau instead receives a commitment for a future award of deferred shares that are to be issued subject to the same time-based and performance-based conditions as relate to the restricted stock granted to the other NEOs and that are to be issued at the same time that restricted shares are vested for the other NEOs.  For ease of reference, this document uses the term “restricted shares” for all shares, whether restricted or deferred.
Pay-for-Performance Alignment - NEO Forfeiture of Performance-Based Shares.  Based on the Company’s TSR under-performance versus its peer group for the measurement periods related to the vesting of performance-based shares in 2018 and 2019, the Company’s NEOs, including the CEO, forfeited 100% of the performance-based shares awarded to them that were scheduled to vest in 2018 and 2019.  The Committee views this as demonstrative of the Company’s “pay-for-performance” philosophy.

Retirement Benefits.  To attract and retain highly qualified senior executives and as an incentive for long-term employment, the Company maintains a number of retirement plans.

U.S. Pension Plan.  In the United States, the Company maintains a defined benefit pension plan ("U.S.(the “U.S. Pension Plan"Plan”) for certain eligible employees in which all NEOs except Mr. Sourisseau participate.  The U.S. Pension Plan is designed and administered to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"“Code”).  The U.S. Pension Plan provides normal retirement benefits at age 65 based on the average of the five highest consecutive years of earnings in the last ten years prior to employment termination.  For purposes of the U.S. Pension Plan, earnings consist of salary excluding any bonus.  These average earnings are multiplied by 1.25% and by years of service, which yields the annual Company-funded pension benefit.  Under U.S. federal law for 2016,2018, benefits from the U.S. Pension Plan are limited to $210,000$220,000 per year and may be based only on the first $265,000$275,000 of an employee'semployee’s annual earnings.
 
43
Senior Executive Retirement Plan.  Because of the benefit limits under the U.S. Pension Plan described above, the Company provides additional retirement benefits to the NEOs under the Senior Executive Retirement Plan ("SERP"(“SERP”).  The annual benefit for executives eligible to participate in the SERP is based upon a formula equal to (i) 2.0% of the average of the five highest consecutive years of earnings (consisting of salary and bonus, but excluding stock compensation, and determined without regard to the limits imposed on tax-qualified plans) during the last 10 years of employment times years of service up to twenty years plus (ii) 1.45% of such average earnings for the next fifteen years plus (iii) at the discretion of the Committee, 1% of such average earnings for years of service beyond thirty-five years less (iv) Social Security old-age benefits (and similar benefits provided in foreign jurisdictions) attributable to employment with the Company and the Company-funded portion of the executive's Pension Planexecutive’s pension plan benefits.  In the casecases of Mr.Messrs. Gifford and Sourisseau, the SERP is also reduced by histheir benefits under the Company'sCompany’s Restoration Plan and Swiss Pension Plan, respectively (described below).

All benefits earned under the SERP are paid in a lump sum.  If an NEO with a vested retirement benefit under the SERP dies prior to termination of employment, the NEO'sNEO’s surviving spouse will be entitled to a 50% survivor benefit.  The SERP also provides a lump-sum death benefit of five times the annual retirement benefit.
 
34
SERP participants vest in their benefits at the earliest of five years of participation, specified retirement dates, total disability or upon a "change“change in control"control” of the Company.  Messrs. Donahue, Kelly and Gifford are vested.
 
Restoration Plan.  Prior to participating in the SERP, Mr. Gifford became a participant in the Company'sCompany’s Restoration Plan.  Participants in the Restoration Plan receive supplemental retirement benefits equal to the difference between (i) the benefits that they would have accrued under the U.S. Pension Plan if their target bonus amounts were included in compensation for purposes of calculating their benefits under that Planplan and if certain statutory benefit limits did not apply and (ii) the benefits that they actually accrue under the U.S. Pension Plan.  As described above, the benefits to which Mr. Gifford is entitled under the SERP will be offset by the benefits to which he is entitled under the Restoration Plan.
 
U.S. Defined Contribution Plan.  The Company also maintains a tax-qualified 401(k) Retirement Savings Plan to which all U.S. salaried employees, including all NEOs except for Mr. Sourisseau, are able to contribute a portion of their salaries on a pre-tax basis.  Subject to certain Code limits, the Company will match 50% of the first 3% of salary that is contributed to this 401(k) plan.
 
Swiss Defined Contribution Pension Plan.  Mr. Sourisseau participates in a defined contribution pension plan maintained for the benefit of certain Company employees in Switzerland (the “Swiss Pension Plan”).  For each year Mr. Sourisseau participates in the Swiss Pension Plan, the Company will contribute an amount on Mr. Sourisseau’s behalf equal to 10% times the sum of (i) the lesser of his target bonus and his actual bonus for such year and (ii) his base salary for such year (in each case, reduced in coordination with certain statutory limits).  For employees age 55 and older, which age Mr. Sourisseau will reach in 2020, the Company increases its contribution to 12%.

Perquisites.  The Company provides the NEOs with a limited number of perquisites and other personal benefits that the Committee believes are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain key executives.  An item is a perquisite if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for the convenience of the Company, unless it is generally available on a non-discriminatory basis to all employees.  An item is not a perquisite if it is integrally and directly related to the performance of the executive's
44
executive’s duties.  In 2016,2018, the NEOs were provided, among others, the following perquisites: automobile allowances, insurance coverage and, in certain cases, overseas allowances.  Effective January 1, 2016, theThe Company revised its policy regarding Company-provided automobiles to eliminate Company-provided automobiles after 2018 Company-provided automobiles for most Corporate Headquarters employees, including Messrs. Donahue, Kelly, Gifford and Novaes.Bourque.
 
SeveranceSeverance..  The Company has employment agreements with all of the NEOs.  In addition to the compensation components listed above, these contracts provide for post-employment severance payments and benefits in the event of employment termination under certain circumstances.  For more information regarding these potential severance payments and benefits, see "Employment“Employment Agreements and Potential Payments upon Termination."Termination” in the Executive Compensation section below.  The Committee believes that these contracts provide an incentive to the NEOs to remain with the Company and serve to align the interests of the NEOs and Shareholders, including in the event of a potential acquisition of the Company.

Tax Deductibility of Executive Compensation.  CompensationThe Tax Cuts and Jobs Act, which was passed in December 2017, eliminated the “performance-based” compensation exemption under Section 162(m) of the Code and made several other significant changes to Section 162(m).  For 2018 and going forward, compensation paid to our CEO andor accrued by the Company for U.S. federal income tax purposes in excess of $1 million with respect to each of our three highest paid NEOs other thanCEO, our Chief Financial Officer and our other NEOs will not be tax deductible for federal income tax purposes to the extentregardless of whether such compensation exceeds $1 million in any year unless such compensation is "performance-based" aswould have qualified for the “performance-based” exemption under prior law.  Any individual who was a “covered employee” (as defined in Section 162(m) of the Code.  The Committee has structured performance-based awardsCode) in 2017 or becomes a covered employee thereafter will remain subject to the NEOs under the Company's long-term equity compensation program that qualify for this exemption. In addition, under the AIB Plan, the Committee has structured annual incentive bonuses that also qualify for this exemption.  However, the$1 million tax deductibility limit regardless of loss of status as an NEO or termination of employment.  The Committee believes that Shareholder interests are best served if itsby not restricting the Committee’s discretion and flexibility in awardingstructuring compensation programs, even if such compensation results in non-deductible expenses under applicable law. However, consistent with our compensation philosophy of linking pay to performance and aligning executive interests with those of our Shareholders, we currently expect that we will continue to structure our executive compensation program so that a significant portion of total executive compensation is not restricted, even though some compensation awards result in non-deductible compensation expenses. Therefore, the Committee intends to maintain flexibility to pay compensation that is not entirely deductible when sound direction of the Company would make that advisable.
35performance-based.


COMPENSATION COMMITTEE REPORT


The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company'sCompany’s management.  Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

This report is respectfully submitted on February 22, 201727, 2019 by the members of the Compensation Committee.

Hans Löliger, Chair
Arnold Donald
William Little
Josef Müller
Jim Turner

Hans Löliger, Chairperson
Arnold Donald
William Little
Jim Turner
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EXECUTIVE COMPENSATION






(This Page Intentionally Left Blank)
37


EXECUTIVE COMPENSATION


Summary Compensation Table

The following table lists certain information regarding compensation earned during the Company'sCompany’s last three fiscal years by the Company'sCompany’s Chief Executive Officer, Chief Financial Officer and other three Executive Officers who were the highest paid during 2016.2018.
 
Name and Principal Position
Year Salary  
Stock
Awards (1)
  Non-Equity Incentive Plan Compensation  Change in Pension Value and Nonqualified Deferred Compensation Earnings (2)  All Other Compensation (3)  Total Compensation YearSalary
Stock
Awards (1)
Non-Equity Incentive Plan CompensationChange in Pension Value and Nonqualified Deferred Compensation Earnings (2)
All Other
Compensation (3)
Total Compensation
                          
Timothy Donahue2016 $915,000  $5,051,113  $2,594,849  $1,994,476  $419,188  $10,974,626 2018$1,100,000$5,720,055$1,735,800$1,183,618$   77,268
$9,816,741
President and Chief
Executive Officer
2015  645,000   1,612,495   1,473,235   187,019   38,122   3,955,871 20171,000,0005,200,0042,295,6002,810,148634,20811,939,960
2014  615,000   1,537,500   1,195,960   1,062,484   13,418   4,424,362 2016915,0005,051,113
2,594,8491,994,476419,18810,974,626
                                
Thomas Kelly2016  575,000   1,035,302   1,134,360   1,263,055   222,240   4,229,957 2018650,0001,169,970683,800532,453135,3533,171,576
Senior Vice President
and Chief Financial Officer
2015  528,000   897,576   761,682   591,150   91,490   2,869,898 2017605,0001,088,964925,8921,532,894307,8444,460,594
2014  480,000   816,000   589,536   884,838   76,663   2,847,037 2016575,0001,035,3021,134,3601,263,055222,2404,229,957
                                
Gerard Gifford (4)2016  600,000   1,308,274   1,292,640   2,051,731   868,177   6,120,822 2018680,0001,700,010849,4901,048,49663,5724,341,568
Executive Vice President and Chief Operating Officer2017640,0001,625,0301,129,9582,482,355995,2756,872,618
2016600,0001,308,2741,292,6402,051,731868,1776,120,822
       
Robert H. Bourque2018470,833703,229753,333434,7451,136,4803,498,620
President-Transit Packaging Division2017420,000558,572672,000681,040479,7162,811,328
2016302,413310,387539,081747,977669,7102,569,568
       
Didier Sourisseau (4)2018567,765971,268573,670329,461116,9082,559,072
President-European Division2015  578,000   1,260,027   1,387,200   1,707,355   903,153   5,835,735 2017501,633874,978699,7262,760,727617,6285,454,692
2014  550,000   1,199,000   937,640   1,798,318   576,092   5,061,050        
                         
Djalma Novaes2016  510,000   892,798   944,928   791,196   137,162   3,276,084 
President-Americas Division                         
                         
Robert Bourque2016  302,413   310,387   539,081   747,977   669,710   2,569,568 
President-Asia Pacific Division                         
                        
 
(1)The amounts in this column, computed in accordance with current Financial Accounting Standard Board guidance for accounting for and reporting of stock-based compensation, represent the aggregate grant-date fair value of time-based restricted stock and performance-based restricted stock (market condition)condition for TSR, performance condition for ROIC) awards issued by the Company for the respective fiscal years.  The grant-date fair market values of the time-based restricted stock awards were as follows:  Mr. Donahue:  $1,906,692 for 2018, $1,733,342 for 2017 and $1,683,702 for 2016, $537,491 for 2015 and $512,516 for 2014;2016; Mr. Kelly:  $389,982 for 2018, $362,993 for 2017 and $345,106 for 2016, $299,198 for 2015 and $271,992 for 2014;2016; Mr. Gifford:  $566,675 for 2018, $541,666 for 2017 and $436,085 for 2016, $420,0132016; Mr. Bourque:  $234,412 for 20152018, $186,192 for 2017 and $399,678 for 2014; Mr. Novaes:  $297,606$103,484 for 2016; and Mr. Bourque:  $103,484Sourisseau:  $323,757 for 2016.2018 and $291,649 for 2017.  The grant-date fair market values of the performance-based restricted stock, assuming instead that the highest level of performance conditions were to be achieved, would be as follows:  Mr. Donahue:  $7,408,227 for 2018, $7,126,066 for 2017 and $6,394,453 for 2016, $2,062,218 for 2015 and $1,880,314 for 2014;2016; Mr. Kelly:  $1,515,283 for 2018, $1,492,306 for 2017 and $1,310,629 for 2016, $1,147,890 for 2015 and $998,175 for 2014;2016; Mr. Gifford:  $2,201,733 for 2018, $2,224,432 for 2017 and $1,656,220 for 2016, $1,611,4282016; Mr. Bourque:  $987,132 for 20152018, $765,466 for 2017 and $1,466,637$398,423 for 2014; Mr. Novaes:  $1,130,223 for 2016,2016; and Mr. Bourque:  $398,423Sourisseau:  $1,257,921 for 2016.2018 and $1,191,587 for 2017.  If the minimum level of performance conditions were not to be achieved, the value of the performance-based restricted stock awards would be $0 in all cases.  Further detail surrounding the shares awarded, the method of valuation and the assumptions made are set forth in Note P, "Stock-Based Compensation" to the financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.  There can be no assurance that the amounts related to performance-based shares will ever be realized by the NEOs.
3846


achieved, the value of the performance-based restricted stock awards would be $0 in all cases.  Further detail surrounding the shares awarded, the method of valuation and the assumptions made are set forth in Note V, “Stock-Based Compensation” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.  There can be no assurance that the amounts related to performance-based shares will ever be realized by the NEOs.

(2)The amounts in this column reflect the increase in actuarial present value of defined benefit retirement plans, including supplemental plans, for the respective fiscal years.  Actuarial valuations were based on assumptions that were in accordance with the guidelines of FASB ASC Topic 715 and that are discussed in Note U, "PensionR, “Pension and Other Postretirement Benefits"Benefits” to the financial statements in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2018.  The change in value represents the difference between the highest year-end value disclosed for such benefit in prior years and the value of such benefit at the end of the reporting year.

(3)The amounts in this column for 20162018 include the following items:

 T. Donahue  T. Kelly  G. Gifford  D. Novaes  R. Bourque T. DonahueT. KellyG. GiffordR. BourqueD. Sourisseau
                    
Change in Value of SERP Life Insurance $350,036  $209,515  $210,637  $133,187  $119,832 $32,035$    1,624$40,552$     56,884$  10,053
FICA on Change in SERP Valuation  39,462   0   16,370   0   0 34,361120,85418,89500
Automobile Allowance  25,715   8,750   27,352   0   85,009 6,7478,750038,07136,091
Defined Contribution Plan Company Contributions  
3,975
   
3,975
   
3,975
   
3,975
   
3,975
 
Defined Contribution Plan Company Contributions *
 
4,125
 
4,125
 
4,125
 
4,125
 
70,764
Overseas Housing Allowance  0   0   75,541   0   128,837 00093,9000
Third Country National Expat Benefits *  0   0   534,302   0   250,108 
Relocation  0   0           81,949 
Third Country National Expat Benefits **000943,5000
Total $419,188  $222,240  $868,177  $137,162  $669,710 $77,268$135,353$63,572$1,136,480$116,908

*See the Retirement Benefits subsection of the Compensation Discussion and Analysis section of this Proxy Statement for a more complete description of the defined contribution benefit plans applicable to the NEOs.

**Third Country National Expat Benefits include $474,892$882,873 of tax equalization payments for Mr. Gifford and $222,348 for Mr. Bourque.  They also include other payments in accordance with the Company'sCompany’s Third Country National Expat Benefits policy, designed to facilitate employees'employees’ relocation overseas and to compensate for higher cost-of-living expenses and income taxes over and above those that the relocated employees would have incurred had they remained in their home countries.

(4)Mr. Gifford will becomeSourisseau’s non-equity compensation for 2018 set forth in the Company's Executive Vice President and Chief Operating Officer effective April 1, 2017.table above has been converted from Swiss Francs into U.S. Dollars at the 2018 average exchange rate of $1.023.


3947

Grants of Plan-Based Awards
 
The following table provides information about the annual incentive bonuses that the Company'sCompany’s NEOs were eligible to receive in 2016for 2018 under the Company's 2015Company’s Annual Incentive Bonus Plan and stock-based awards granted in 20162018 to each of the Company'sCompany’s NEOs under the Company's 2013Company’s Stock-Based Incentive Compensation Plan.  There can be no assurance that the fair value of the performance-based stock awarded to the Company'sCompany’s NEOs in 20162018 will ever be realized by the NEOs.  For further information and the assumptions made in determining the grant-date fair values of the stock awards, see Notes A and PV to the Company'sCompany’s financial statements in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2018.
 

 
 
 
Name
 
Grant Dates of Equity Awards
 
Estimated Future Payouts under Non-Equity Incentive Plan Awards (1)
 
Estimated Future Payouts under Equity Incentive Plan Awards (2)
 
All Other
Stock
Awards: Number of
Shares
of Stock or
Units (3)
2016 Grant
Date Fair
 Value of
Stock and
Option
Awards (4)
($)
Minimum
($)
Target
($)
Maximum
($)
Minimum (Shares)
Target
(Shares)
Maximum (Shares)
Timothy Donahue
1/08/2016
(5)
01,052,2503,156,750065,963131,92634,7375,051,113
Thomas Kelly
1/08/2016
(6)
0460,0001,380,000013,52027,0407,1201,035,302
Gerard Gifford
1/08/2016
(7)
0480,0001,440,000017,08534,1708,9971,308,274
Djalma Novaes
1/08/2016
(8)
0408,0001,224,000011,65923,3186,140892,798
Robert Bourque
5/03/2016
(9)
0227,500682,50003,6987,3961,921310,387
 
 
 
Name
 
Grant Dates
of Equity
Awards
Estimated Future Payouts under Non-Equity Incentive Plan Awards (1)
 
Estimated Future Payouts under Equity Incentive Plan Awards (2)
 
All Other
Stock
Awards: Number of
Shares
of Stock or
Units (3)
2018 Grant
Date Fair
Value of
Stock and
Option
Awards (4)
($)
Minimum ($)
Target
($)
Maximum
($)
Minimum (Shares)Target (Shares)Maximum (Shares)
Timothy Donahue
1/4/2018
(5)
01,320,0002,640,000064,882129,76433,3985,720,055
Thomas
Kelly
1/4/2018
(6)
0520,0001,040,000013,27126,5426,8311,169,970
Gerard
Gifford
1/4/2018
(7)
0646,0001,292,000019,28338,5669,9261,700,010
Robert
Bourque
1/4/2018 and 8/7/2018
(8)
0376,666753,33309,13418,2684,267703,229
Didier Sourisseau
1/4/2018
(9)
0454,212908,424011,01722,0345,671971,268


(1)These amounts represent the range of annual non-equity incentive bonuses for which the NEOs were eligible in 20162018 under the Company'sCompany’s AIB Plan.  For further information relating to the AIB Plan, see "Compensation“Compensation Discussion and Analysis – Annual Incentive Bonus."”  For the actual awards earned under the AIB Plan for 2016,2018, see the Summary Compensation Table above.
 

(2)These amounts represent the range of stock-based compensation that might be realized under the 20162018 performance-based restricted stock awards.  The potential payouts are based on performance and are therefore at risk. The performance measures areawards make up approximately two-thirds of the stock-based compensation.  The first performance measure, representing approximately one-third of the total stock-based compensation (or half of the performance-based portion), is based upon the Company's total shareholder return ("TSR"(“TSR”) achieved by the Company from January 1, 2018 to December 31, 2020 versus the TSR during that same period of a defined peer group of companies that are described in "Compensation“Compensation Discussion and Analysis – Long-Term Equity Incentives"Incentives” above.  The second performance measure, representing approximately one-third of the total stock-based compensation (or half of the performance-based portion), is based on the Return on Invested Capital (“ROIC”) achieved by the Company from January 1, 2018 to December 31, 2020 compared to the ROIC target established by the Compensation Committee.  The vesting of the performance-based shares from the 20162018 award will occur in January 2019,2021, with the actual number of shares vesting dependent upon the Company'sCompany’s TSR compared to that of the peer group.group and performance against the ROIC target.  For further details, refer to Note P, "Stock-Based Compensation"V, “Stock-Based Compensation” to the Company'sCompany’s financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2018.  Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal.  Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance goal.  Performance-basedTSR performance-based shares vest upon a "change“change in control"control” of the Company based uponon the Company'sCompany’s TSR as compared to that of the peer group atfrom January 1, 2018 until the time of the "change“change in control."”  ROIC performance-based shares vest upon a “change in control” of the Company based on the ROIC of the Company compared to that of the ROIC target from January 1, 2018 until the date of the “change in control.”  Awards to Mr. Sourisseau are deferred shares instead of restricted shares.  His shares are issued on the vesting date for restricted shares for the other NEOs.  See note (1) on page 43.
 
48
(3)These amounts represent time-based restricted stock awarded in 2016.2018, which constitute approximately one-third of the total stock-based compensation.  Time-based restricted stock vests annually over three years from the date of the award.  If a participant terminates employment due to retirement with Committee approval, disability or death, or upon a "change“change in control"control” of the Company, vesting of the award accelerates.
 

40
(4)
These amounts represent the grant-date fair value of time-based restricted stock and performance-based restricted stock awarded in 2016.2018.  The grant-date fair value of the time-based restricted stock and ROIC performance-based shares is the $48.47$57.09 per share closing price of the Company'sCompany’s Common Stock on the date of the award for all NEOs except Mr. Bourque.on January 4, 2018.  The grant-date fair value of the TSR performance-based shares is $51.05, except$60.56 for Mr. Bourque,the January 4, 2018 awards and is based on a Monte Carlo valuation model for all NEOs listed.  Formodel.  An additional award was issued to Mr. Bourque's award,Bourque on August 7, 2018 as a result of his promotion to President of the Transit Packaging Division.  The grant-date fair value of the time-based restricted stock and ROIC performance-based shares is the $53.87$45.20 per share closing price of the Company'sCompany’s Common Stock on the date of the award.that date.  The grant-date fair value of the TSR performance-based shares is $55.95$22.20 and is based on a Monte Carlo valuation model.  The Committee has determined that approximately two-thirds of the targeted value of stock awards to NEOs should be performance-based.  In order for the Company in 20162018 to deliver two-thirds of the value of an NEO'sNEO’s targeted long-term equity incentive in performance-based restricted stock, for all NEOs except Mr. Bourque somewhat more than one-third of the total number of shares granted were time-based restricted shares, and somewhat less than two-thirds were performance-based restricted shares because the prescribed valuation methods under FASB ASC Topic 718 result in higher per unit values for TSR performance-based restricted stock than for time-based restricted stock and ROIC performance-based restricted stock. Under the FASB valuation method the reverse was true for Mr. Bourque because of the mid-year grant he received at the time of his promotion to President of the Transit Packaging Division.  Further details regarding these shares, the method of valuation and the assumptions made are set forth in Note P, "Stock-Based Compensation"V, “Stock-Based Compensation” to the financial statements in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
2018.
 
(5)Represents grant to Mr. Donahue of 100,70098,280 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan.  Time-based restricted stock totaling 34,73733,398 shares vests over a three-year period as follows:  11,57911,133 shares on January 8, 2017, 20184, 2019 and 2019.2020 and 11,132 shares on January 4, 2021.  The remaining 65,96364,882 shares of performance-based restricted stock vest on January 8, 20194, 2021 as follows:  33,398 shares based on the Company'sCompany’s ROIC from January 1, 2018 to December 31, 2020 compared to the established ROIC target; 31,484 shares based on the Company’s TSR for that same period versus the TSR of a defined peer group of companies, with thecompanies.  The final number of performance-based shares actually vesting varyingmay vary from 0 to 131,926.129,764.
 
(6)Represents grant to Mr. Kelly of 20,64020,102 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan.  Time-based restricted stock totaling 7,1206,831 shares vests over a three-year period as follows:  2,3742,277 shares on January 8, 20174, 2019, 2020 and 2,373 time-vested restricted shares on January 8, 2018 and 2019.2021.  The remaining 13,52013,271 shares of performance-based restricted stock vest on January 8, 20194, 2021 as follows:  6,831 shares based on the Company'sCompany’s ROIC from January 1, 2018 to December 31, 2020 compared to the established ROIC target; 6,440 shares based on the Company’s TSR for that same period versus the TSR of a defined peer group of companies, with thecompanies.  The final number of performance-based shares actually vesting varyingmay vary from 0 to 27,040.26,542.
 
(7)Represents grant to Mr. Gifford of 26,08229,209 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan.  Time-based restricted stock totaling 8,9979,926 shares vests over a three-year period as follows:  2,9993,309 shares on January 8, 2017, 20184, 2019 and 2019.2020 and 3,308 shares on January 4, 2021.  The remaining 17,08519,283 shares of performance-based restricted stock vest on January 8, 20194, 2021 as follows:  9,926 shares based on the Company'sCompany’s ROIC from January 1, 2018 to December 31, 2020 compared to the established ROIC target; 9,357 shares based on the Company’s TSR for that same period versus the TSR of a defined peer group of companies, with thecompanies.  The final number of performance-based shares actually vesting varyingmay vary from 0 to 34,170.38,566.
 
(8)Represents grant to Mr. NovaesBourque of 17,79913,401 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan.  Time-based restricted stock totaling 6,1404,267 shares vestswill be issued over a three-year period as follows:  2,0471,165 shares on January 8, 20174, 2019 and 20182020 and 2,0461,164 shares on January 8, 2019.4, 2021; 258 shares on August 7, 2019 and 2020 and 257 shares on August 7, 2021.  The remaining 11,6599,134 shares of performance-based restricted stock vest on January 8, 20194, 2021 as follows:  4,267 shares based on the Company'sCompany’s ROIC from January 1, 2018 to December 31, 2020 compared to the established ROIC target; 4,867 shares based on the Company’s TSR for that same period versus the TSR of a defined peer group of companies, with thecompanies.  The final number of performance-based shares actually vesting varyingissued may vary from 0 to 23,318.18,268.
 
(9)Represents grant to Mr. BourqueSourisseau of 5,61916,688 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan.  Time-based restricted stock totaling 1,9215,671 shares vestvests over a three-year period as follows:  640 shares on May 14, 2017 and January 8, 2018 and 6411,891 shares on January 8, 2019.4, 2019 and 1,890 shares on January 4, 2020 and 2021.  The remaining 3,69811,017 shares of performance-based restricted stock vest on January 8, 20194, 2021 as follows:  5,671 shares based on the Company'sCompany’s ROIC from January 1, 2018 to December 31, 2020 compared to the established ROIC target; 5,346 shares based on the Company’s TSR for that same period versus the TSR of a defined peer group of companies, with thecompanies.  The final number of performance-based shares actually vesting varyingmay vary from 0 to 7,396.22,034.
 
4149

Outstanding Equity Awards at Fiscal Year-End
 
The following table shows the number of shares covered by exercisable and unexercisable options (under "Option Awards"“Option Awards”) and unvested time-based restricted Common Stock and unvested performance-based restricted Common Stock (under "Stock Awards"“Stock Awards”) held by the Company'sCompany’s NEOs on December 31, 2016.2018.  These outstanding equity awards have been granted to the Company'sCompany’s NEOs under the Company'sCompany’s 2006 and 2013 stock-based incentive compensation plans.

 Option AwardsStock Awards
Name
 
 
Number
of Securities
Underlying
Unexercised
Exercisable
Options
(Shares)
Number of
Securities
Underlying
Unexercisable
Options
(Shares)
Option
Exercise
Price
($)
Option
Expiration
Date
 
Number of
Shares or Units
of Stock That
Have Not
Vested (1)
(Shares)
Market Value
of Shares or
Units of Stock
That Have
Not Vested (2)
($)
Equity
Incentive Plan Awards:
Number of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (3)
(Shares)
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested (2)
($)
Timothy
Donahue
    66,6372,770,100197,6318,215,521
Thomas Kelly    13,740571,17240,7771,695,100
Gerard Gifford30,000 39.775/25/202119,702819,01257,2442,379,633
Robert Bourque    7,234300,71720,006831,649
 Didier
Sourisseau (4)
    9,343388,38922,269925,722

 Option AwardsStock Awards
Name
 
 
Number
of Securities Underlying Unexercised
Exercisable
Options (1)
(Shares)
Number of Securities Underlying Unexercisable Options (2)
(Shares)
Option
Exercise
Price
($)
Option
Expiration
Date
 
Number of Shares or Units of Stock That Have Not Vested (3)
(Shares)
Market Value of Shares or Units of Stock That Have Not Vested (4)
($)
Equity Incentive Plan Awards: Number of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (5) (Shares)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4)
($)
Timothy
Donahue
    45,7862,406,970107,8855,671,514
Thomas Kelly40,000 23.452/20/201713,170692,34736,3061,908,606
Gerard Gifford24,000
 
6,000
 
39.775/25/202117,625926,54649,8102,618,512
Djalma Novaes    9,665508,08921,8031,146,184
Robert Bourque    6,921363,8373,698194,404

(1)Mr. Kelly's 40,000 unexercised exercisable options reported under this column were exercised on February 10, 2017.

(2)Mr. Gifford's 6,000 unvested option awards reported under this column vest on May 25, 2017.

(3)These amounts represent outstanding unvested time-based restricted stock awards.awards (right to deferred shares in the case of Mr. Sourisseau).   Time-based restricted stock vests annually over three years from the date of the award.  Accordingly, with respect to awards made in 2014,2016, the remaining one-third vested on January 3, 2017; with8, 2019.  With respect to awards made in 2015,2017, the second one-third vested on February 28, 2019 and the final one-third will vest on February 28, 2020 except that, as to a portion of Mr. Gifford’s 2017 award and a portion of Mr. Sourisseau’s 2017 award, the second one-third will vest on April 3, 2019 and the final one-third will vest on April 3, 2020.  With respect to awards made in 2018, the first one-third vested on January 6, 20174, 2019, the second one-third will vest on January 4, 2020 and the final one-third will vest on January 6, 2018; and with respect4, 2021 except that, as to awards made in 2016,a portion of Mr. Bourque’s 2018 award, the first one-third vestedwill vest on January 8, 2017,August 7, 2019, the second one-third will vest on January 8, 2018August 7, 2020 and the final one-third will vest on January 8, 2019.August 9, 2021.  If a participant terminates employment due to retirement with Committee approval, disability or death, or upon a "change“change in control"control” of the Company, vesting of the unvested time-based restricted and issuance of the deferred stock awards accelerates to the date of termination.
4250



(4)(2)Computed as of December 31, 2016.2018.  The closing price of the Company'sCompany’s Common Stock on December 31, 20162018 was $52.57.$41.57.

(5)(3)These amounts represent outstanding unvested performance-based restricted stock at target levels.  The range of shares to be receivedvested is 0 to 200% of the target based on the levels of performance achieved under the 2014 award from January 1, 2014 to December 31, 2016, under the 2015 award from January 1, 2015 to December 31, 2017, and under the 2016 award from January 1, 2016 to December 31, 2018.2018, under the 2017 award from January 1, 2017 to December 31, 2019 and under the 2018 award from January 1, 2018 to December 31, 2020.  The number reported does not include any additional shares that may be awarded based upon the Company'sCompany’s performance but does include shares that may be forfeited based on the Company'sCompany’s performance.  The vesting date for the performance-based shares awarded in 20142016 was January 3, 2017.8, 2019.  On that date, all performance-based shares were forfeited as follows:  for Mr. Donahue – 65,963 shares with a value on December 31, 2018 of $2,742,082; for Mr. Kelly – 13,520 shares with a value on December 31, 2018 of $562,026; for Mr. Gifford – 17,085 shares with a value on December 31, 2018 of $710,223; and for Mr. Bourque – 3,698 shares with a value on December 31, 2018 of $153,726.  Mr. Sourisseau did not receive performance-based grants in 2016.  For further information relating to the 2017 performance-based share vesting, see "Compensation“Compensation Discussion and Analysis – Long-Term Equity Incentives."”  Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal.  Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance goal.  Performance-basedgoals.  TSR performance-based shares vest upon a "change“change in control"control” of the Company based upon the Company'sCompany’s TSR as compared to that of the peer group at the time of the "change“change in control."”  ROIC performance-based shares vest upon a “change in control” of the Company based upon the ROIC of the Company compared to that of the ROIC target through the date of the “change in control.”
(4)All shares listed for Mr. Sourisseau are deferred shares.  With respect to Mr. Sourisseau, all references to “vesting” above actually mean issuance of deferred shares.  See note (1) on page 43.
 

 

4351

Option Exercises and Stock Vested
 
The following table shows the number of shares of the Company'sCompany’s Common Stock acquired and the actual value received during 20162018 upon the exercise of stock options or vesting of stock awards.

Option AwardsStock AwardsOption AwardsStock Awards
Name
Number
of Shares Acquired on Exercise
Value Realized on Exercise (1)
($)
Number
 of Shares Acquired
on Vesting (2)
Value Realized
on Vesting (3)
($)
Number
of Shares Acquired on Exercise
Value Realized on Exercise
($)
Number of Shares Acquired on
Vesting (1)
Value Realized
on Vesting (2)
($)
Timothy Donahue  22,1891,051,370  26,0061,401,916
Thomas Kelly  11,381540,070  6,643361,581
Gerard Gifford15,000455,10616,390777,719  9,200499,538
Djalma Novaes  1,76387,727
Robert Bourque  2,500135,575  4,304206,672
Didier Sourisseau  4,961233,405

(1)The amounts in this column calculate the aggregate dollar amount realized upon exercise by multiplying the number of shares underlying exercised options times the difference between the market price of the underlying Company Common Stock at the date of exercise and the exercise price of such options.
(2)Amounts in this column include bothare time-based restricted and performance-based restricted stock that vested in 2016.  Vested shares included2018.  Performance-based restricted stock that was to vest in this column include 10,320 performance-based shares for Mr. Donahue, 5,135 performance-based shares for Mr. Kelly and 7,404 performance-based shares for Mr. Gifford.2018 was forfeited.  For further information relating to the vesting of performance-based share awards, see "Compensation“Compensation Discussion and Analysis – Long-Term Equity Incentives."”
 
(3)(2)The amounts in this column are the aggregate dollar amount realized upon vesting, calculated by multiplying the number of shares of stock times the market value of the Company Common Stock at the date of vesting.
 

4452

Pension Benefits
 
The following table shows estimated benefits payable upon retirement to the NEOs under the Company'sCompany’s U.S. Pension Plan, and Senior Executive Retirement Plan and Restoration Plans,Plan, which are the defined-benefit pension benefits plans maintained by the Company in which the NEOs participate.

Name
Plan
Name (1)(2)
Number of Years Credited Service (3)
Present Value of Accumulated Benefit (4)(5)
($)
Timothy Donahue
Pension Plan
SERP
26
26
749,194
7,211,609
Thomas Kelly
Pension Plan
SERP
25
25
787,985
3,544,154
Gerard Gifford
Pension Plan
SERP/Restoration Plan (6)
34
34
1,250,390
7,578,593
Djalma Novaes
Pension Plan
SERP
6
17
167,223
1,815,263
Robert Bourque
Pension Plan
SERP
23
23
354,975
671,065
Name
Plan
Name (1)(2)
Number of Years
Credited Service (3)
Present Value of
Accumulated Benefit (4)(5)
($)
 
Timothy Donahue
 
Pension Plan
SERP
 
28
28
 
803,689
11,150,880
Thomas Kelly
Pension Plan
SERP
 
27
27
 
852,860
5,544,626
 
Gerard Gifford
 
Pension Plan
SERP/Restoration Plan (6)
 
36
36
 
1,338,365
11,021,469
 
Robert Bourque
 
Pension Plan
SERP
 
25
25
 
439,756
1,702,069
Didier SourisseauSERP
 
28
 
 
3,090,188
 

(1)The U.S. Pension Plan in which theall NEOs except Mr. Sourisseau participate is designed and administered to qualify under Section 401(a) of the Code.  For further information, see "Compensation“Compensation Discussion and Analysis – Retirement Benefits."”
 
(2)The annual benefit for the NEOs under the SERP is based upon a formula equal to (i) 2.0% of the average of the five highest consecutive years of earnings during the last 10 years of service (consisting of salary and bonus, but excluding stock compensation, and determined without regard to the limits imposed on tax-qualified plans) times years of service up to twenty years plus (ii) 1.45% of such average earnings for the next fifteen years plus (iii) at the discretion of the Compensation Committee, 1% of such average earnings for years of service beyond thirty-five years less (iv) Social Security old-age benefits (and similar benefits provided in foreign jurisdictions) attributable to employment with the Company and the Company-funded portion of the executive'sexecutive’s Pension Plan benefits.  In the casecases of Mr.Messrs. Gifford and Sourisseau, the SERP is also reduced by histheir benefits under the Company’s Restoration Plan.Plan and Swiss Pension Plan, respectively.   For further information, see "Compensation“Compensation Discussion and Analysis – Retirement Benefits."”
 
(3)Years of service are rounded to the nearest full year.
 
(4)The calculation of the present value is based on assumptions that were in accordance with the guidelines of FASB ASC Topic 715 and that are discussed in Note U, "PensionR, “Pension and Other Postretirement Benefits"Benefits” to the financial statements in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2018.
 
(5)All of the benefits are vested with respect to the NEOs with exception of the SERP benefits for Messrs. Kelly, Gifford, NovaesBourque and Bourque.  Mr. Gifford is vested in his Restoration Plan benefits.Sourisseau.
 
(6)The annual supplemental retirement benefit for Mr. Gifford under the Restoration Plan is equal to the difference between (i) the annual benefit he would have accrued under the U.S. Pension Plan if his target bonus amount were included in compensation for purposes of calculating his benefit under such Plan and if certain statutory limitations on benefit accrual did not apply and (ii) the annual benefit he actually accrued under the U.S. Pension Plan.
 
4553
Employment Agreements and Potential Payments Uponupon Termination
 
The Company has employment agreements with all of its NEOs.  In addition to the compensation and benefits described above, these contracts provide for certain post-employment severance payments in the event of employment termination under certain circumstances.  The Committee believes that these contracts provide an incentive to the NEOs to remain with the Company and serve to align the interests of the NEOs and Shareholders, including in the event of a potential acquisition of the Company.

Under his employment agreement, Mr. Donahue has agreed that, during his employment and for two years thereafter, he shallwill not compete with the Company or solicit Company employees to terminate employment with the Company.  All other NEOs are subject to a similar non-competition provision that is limited to a one-year post-employment period prior to a change in control and two years following a change in control.
 
Under the agreementsagreement for alleach of the NEOs, if an executive'sthe executive’s employment is terminated because of a voluntary termination or retirement, the Company will pay the executive his base salary through the date of termination or retirement, a pro-rated bonus payment and any vested retirement, incentive or other benefits.  The pro-rated bonus payment is based on the actual bonus for all NEOs except for Mr. Gifford, whose pro-rated payment is based on his target bonus.bonus in the event of his voluntary termination or retirement, and Mr. Sourisseau, whose pro-rated payment is based on his target bonus in the event of his voluntary termination and his actual bonus in the event of his retirement.  In the event of death, the compensation is identical to the above except that the pro-rated bonus payment is based on the actual bonus for Messrs. Donahue, Bourque and Bourque,Sourisseau, but on the target bonus for Messrs. Kelly Gifford and Novaes.Gifford.  All payments will be made to the executive'sexecutive’s estate in the event of death.  In the case of a termination of employment due to a disability, each of the NEOs other than Mr. Donahue will be entitled to his base salary through the date of disability, a pro-rated bonus payment and any vested retirement, incentive or other benefits, plus an annual disability benefit equal to 75% of his base salary.  The pro-rated bonus payment is based on the target bonus for Messrs. Kelly Gifford and NovaesGifford and the actual bonus for Mr. Bourque.Messrs. Bourque and Sourisseau.  In the case of Mr. Donahue'sDonahue’s disability, he will be entitled to his base salary through the date of disability, an annual disability benefit equal to 100% of his base salary plus a bonus equal to the average annual bonus paid or payable to him for the three most recently completed years, and any vested retirement, incentive or other benefits.  If the employment of any of the NEOs is terminated for "Cause,"“Cause,” the Company will pay to the executive only the base salary owed through his date of termination and his vested retirement, incentive or other benefits.
 
Under the agreement for Mr. Donahue, if the employment of the executive is terminated by the Company without Cause or by the executive for "Good Reason"“Good Reason” other than within the 12-month period following a "Change“Change in Control,"” in addition to the executive'sexecutive’s base salary through the date of termination, the Company will pay to the executive (i) a pro-rated actual bonus payment and (ii) a lump-sum payment equal to three times the sum of the executive'sexecutive’s base salary and his target bonus for the year of termination.  Under the agreementsagreement for alleach of the NEOs, upon the termination of the executive'sexecutive’s employment by the Company without Cause other than within the 12-month period following a Change in Control, the Company will pay to the executive (i) his base salary through the date of termination, (ii) a pro-rated actual (but, for Mr. Gifford, a pro-rated target) bonus payment and (iii) a lump-sum payment equal to the executive'sexecutive’s annual base salary.  In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits.

4654



Under the agreementsagreement for alleach of the NEOs, if the executive'sexecutive’s employment is terminated by the Company without Cause or by the executive for Good Reason, during the 12-month period following a Change in Control, the Company will pay to such executivehim (i) his base salary through the date of termination plus, (ii) a lump-sum payment equal to three times the sum of the executive'sexecutive’s base salary and his average bonus over the three completed years prior to the year of termination. In addition,On a Change in Control, all stock options and time-based and performance-based restricted stock granted to such executivesthe executive by the Company will become fully vested and, in the case of stock options, immediately exercisable.  In addition, on a Change in Control, performance-based restricted stock will vest based upon the Company’s performance as compared to the applicable performance goals between the relevant grant date(s) and the date of the Change in Control.  In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits.  To the extent that the executive would be subject to the excise tax under Code Section 4999 on the amounts and benefits received on a Change in Control for purposes of Code Section 280G, either (i) such amounts and benefits will be reduced or delayed by the minimum amount necessary such that no portion of the amount or benefits is subject to the excise tax or (ii) the full amount and benefits shall be paid, whichever, after taking into account all applicable taxes, including the excise tax, results in the executive'sexecutive’s receipt, or an after-tax basis, of the greater amount and benefits.
4755

The following table provides estimates of the potential severance and other post-termination benefits each NEO would receive assuming his employment was terminated as of December 31, 2016.2018.

Name
Benefit
 
Termination upon Retirement, Disability or  Death (3)
($)
Resignation for Good Reason prior to a Change  in Control
($)
Termination without Cause prior to a Change in Control
($)
Termination without Cause or
Resignation for Good Reason after a Change
in Control
($)
Benefit
 
Termination upon
Retirement,
Disability or
Death (2)
($)
Resignation for
Good Reason
prior to a
Change  in
Control
($)
Termination
without Cause prior
to a Change in
Control
($)
Termination without Cause or
Resignation for Good
Reason after a Change
in Control (3)
($)
Timothy DonahueSalary: 2,745,0002,745,0002,745,000Salary: 3,300,0003,300,000
3,300,000
Bonus:2,594,8495,751,5995,751,5993,341,083Bonus:1,735,8006,943,2006,943,200
6,363,684
Accelerated Restricted Stock Vesting: (1)2,406,970  8,078,484Accelerated Restricted Stock Vesting: (1)2,770,100  
10,985,621
Total:5,001,8198,496,5998,496,59914,164,567Total:4,505,90010,243,20010,243,20020,649,305
Thomas KellySalary:  575,0001,725,000Salary:  650,0001,950,000
Bonus:1,134,360 1,134,3601,661,718Bonus:683,800 683,8002,821,704
Accelerated Restricted Stock Vesting:(1)
 
692,347
  2,600,953Accelerated Restricted Stock Vesting:(1)
 
571,172
  2,266,272
Total:1,826,707 1,709,3605,987,671Total:1,254,972 1,333,8007,037,976
Gerard GiffordSalary:  600,0001,800,000Salary:  680,000
2,040,000
Bonus:480,000 480,0002,791,575Bonus:646,000 646,0003,809,798
Accelerated Restricted Stock Vesting: (1)
 
926,546
  3,545,058Accelerated Restricted Stock Vesting: (1)
 
819,012
  
3,198,645
Accelerated Stock Option Vesting: (2)   76,800Total:1,465,012 1,326,0009,048,443
Total:1,406,546 1,080,0008,213,433
Djalma NovaesSalary:  510,0001,530,000
Bonus:944,928 944,928751,589
Accelerated Restricted Stock Vesting: (1)508,089  1,654,273
Total:1,453,017 1,454,9283,935,862
Robert BourqueSalary  350,0001,050,000Salary:  500,0001,500,000
Bonus539,081 539,081446,934Bonus:753,333 753,3331,440,219
Accelerated Restricted Stock Vesting: (1)363,837  558,241Accelerated Restricted Stock Vesting: (1)300,717  1,132,366
Total902,918 889,0812,055,175Total:1,054,050 1,253,3334,072,585
Didier SourisseauSalary:  567,7651,703,295
Bonus:573,670 573,6701,818,422
Accelerated Restricted Stock Vesting: (1)388,389  1,314,111
Total:962,059 1,141,4354,835,828

(1)
The vestingIn the case of time-based and performance-based restricted stock awards accelerates upon (i) termination for retirement with Committee approval, death or disability or (ii) termination without Cause or resignation for Good Reason after a Change in Control.  In the case of acceleration due to retirement, disability or death, the vesting of time-based restricted stock awards (or issuance of deferred stock, in Mr. Sourisseau’s case) accelerates and the performance-based shares remain outstanding, subject to performance conditions until the performance period ends.  Accordingly, no performance share compensation has been provided for terminations upon retirement, disability or death because payout cannot be assured.  On a Change in Control, all time-based restricted stock will become vested, and performance-based restricted stock will vest if the Company has achieved the performance goals between the grant date(s) and the date of the Change in Control.  For termination after a Change in Control, the table assumes that the target level of performance share compensation has been included.will be achieved.  For further details, refer to the Outstanding Equity Awards at Fiscal Year-End table above and Note P, "Stock-Based Compensation"V, “Stock-Based Compensation” to the Company'sCompany’s financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

(2)The accelerated stock option vesting amount for Mr. Gifford represents the difference between the closing stock price of $52.57 at December 31, 2016 and the exercise price on the grant date, May 25, 2011, multiplied by the number of unvested shares subject to outstanding options as of December 31, 2016.2018.
 
(3)(2)The bonus amounts in this column assume a retirement scenario.  In death or disability scenarios, the amounts for some of the NEOs would be lower because, in these cases, bonus calculations are based on target, and not actual, bonus amounts.
 
(3)In addition, as indicated in the Pension Benefits table, each of our NEOs is a participant in the Company’s SERP.  Currently, the SERP benefits of Messrs. Donahue, Gifford and Kelly are vested, and the SERP benefits of Messrs. Bourque and Sourisseau are unvested.  However, under the terms of the SERP, in the event of a change in control, each NEO shall become 100% vested in his SERP benefit.  In addition, as soon as administratively practicable but in no event more than 10 business days after a change in control, all benefits under the SERP will be paid to each NEO in a cash lump sum.
4856

Pay Ratio Disclosure

Federal law requires that we disclose the ratio of our CEO’s total compensation to the total compensation of our median employee (excluding the CEO).  To determine this ratio we utilized our global workforce consisting of all U.S., non-U.S., full-time, part-time and temporary employees of the Company and its consolidated subsidiaries employed as of December 31, 2017.  No assumptions, adjustments, or estimates with respect to compensation were made, except that the compensation was annualized for all full-time employees who began employment during 2017.  The Company identified its median employee (the “original median employee”) by using total compensation from the Company’s payroll records as of December 31, 2017.  The original median employee is no longer employed by the Company.  Therefore, in accordance with SEC guidance, the Company has substituted another employee (the “substitute median employee”) whose 2017 compensation was substantially similar to the original median employee based on the compensation measure used to select the original median employee.  The substitute median employee’s total compensation was calculated using the same methodology used to calculate the Total Compensation of the CEO as set forth in the Summary Compensation Table included in the Executive Compensation section of this Proxy Statement.  The median employee’s total compensation was $42,023, and the total compensation of the CEO was $9,816,741.  Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees of the Company, except the CEO, is 234:1.



57
PRINCIPAL ACCOUNTANT FEES AND SERVICES


The firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, waswere the independent auditorauditors for the most recently completed fiscal year.  The Audit Committee has appointed PricewaterhouseCoopers as independent auditors to audit and report on the Company'sCompany’s financial statements for 2017.2019.  PricewaterhouseCoopers performsperform annual audits of the Company'sCompany’s financial statements and assistsassist the Company in the preparation of various tax returns around the world.  A representative or representatives of PricewaterhouseCoopers are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so.  Such representatives are also expected to be available to respond to questions raised orally at the Annual Meeting or submitted in writing to the Office of the Corporate Secretary of the Company before the Annual Meeting.
 
The Audit Committee reviewed the fees of PricewaterhouseCoopers for the fiscal years ended December 31, 20162018 and December 31, 2015.2017.  The Company paid fees in the following categories:
 
(1) Audit Fees were for professional services rendered for the audits of effectiveness of the internal control over financial reporting and consolidated financial statements of the Company, including the U.S. integrated financial statement and internal controls audit, statutory audits, issuance of comfort letters, consents and assistance with and review of documents filed with the SEC.
 
(2) Audit-Related Fees were for fees for due diligence in connection with mergers and acquisitions and other assurance relatedassurance-related services performed in connection with statutory requirements in various countries.
 
(3) Tax Compliance Fees were for services rendered for tax compliance, including the preparation of tax returns and claims for refunds.
 
(4) Tax Advisory Services Fees were for tax planning and advice.
 
(5) All Other Fees were for services rendered for assistance provided primarily to non-U.S. subsidiaries.
 
The amount of fees for each category in 20162018 and 20152017 are set forth below.
 
 2016  2015 20182017
Audit Fees $7,191,000  $7,519,000 $10,065,000$6,204,000
Audit-Related Fees  383,000   227,000 711,000830,000
Tax Compliance Fees  556,000   423,000 426,000290,000
Tax Advisory Services Fees  1,058,000   918,000 1,757,0001,599,000
All Other Fees  197,000   7,000 71,000102,000
The increase in Audit Fees in 2018 is mostly due to the additional work required for the acquisition and integration of the Company’s new Transit Packaging Division.
 
All of the services described above were approved by the Audit Committee.  The Audit Committee also evaluated whether the non-audit fees paid to PricewaterhouseCoopers are compatible with maintaining their independence as auditors.  The Audit Committee reviews each year the level of Audit and Audit-Related Fees in relation to all other fees paid to the independent auditors.  In carrying out this responsibility, the Audit Committee may obtain input from Company management on the general level of fees.  The Audit Committee pre-approves all audit and permitted non-audit services, and related fees, to be performed by itsthe Company’s independent auditors.  In addition to the Audit Committee'sCommittee’s annual pre-approval, under the Audit Committee Charter the ChairpersonChair of the Audit Committee has the authority to review and approve other services that may arise during the year with proposed fees up to $250,000 per transaction and reports back any such approvals to the full Audit Committee.  Pursuant to this authority, during 20162018 the ChairpersonChair reviewed and approved services with fees totaling approximately $435,000.no such services.
4958


AUDIT COMMITTEE REPORT


The Audit Committee provides assistance to the Board of Directors by its oversight of the financial accounting practices and the internal controls of the Company and represents the Board in connection with the services rendered by the Company'sCompany’s independent auditors, who report directly to the Audit Committee.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed with the Company'sCompany’s management and its independent auditors the audited financial statements for the fiscal year ended December 31, 20162018 and the Company'sCompany’s system of internal controls and its effectiveness.  Management is responsible for the financial statements and the reporting process, including the system of internal controls, and has represented to the Audit Committee that such financial statements were prepared in accordance with generally accepted accounting principles.  The Company'sCompany’s independent auditors, PricewaterhouseCoopers LLP, are responsible for expressing an opinion as to whether the financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Company in accordance with generally accepted accounting principles in the United States.  PricewaterhouseCoopers hashave informed the Audit Committee that they have given such an opinion with respect to the audited financial statements for the fiscal year ended December 31, 2016.2018.
 
The Audit Committee discussed with the independent auditors the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”). In addition, the Audit Committee discussed with the independent auditors the auditors'auditors’ independence from the Company and its management, including the matters in the written disclosures and letter which were received by the Audit Committee from the independent auditors as required by applicable requirements of the PCAOB regarding the independent auditors'auditors’ communications with the Audit Committee regarding independence.
 
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2018.
 
This report is respectfully submitted on February 22, 201727, 2019 by the members of the Audit Committee.
 

Caesar Sweitzer, Chair
Andrea Funk
Rose Lee
Josef Müller
William Urkiel
 
Jenne Britell, Chairperson
Rose Lee
Josef Müller
Thomas Ralph
Caesar Sweitzer
William Urkiel
5059


PROPOSAL 2:  RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS


The Audit Committee has appointed the firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors to audit and report on the Company'sCompany’s financial statements for 2017.2019.

Although the submission to Shareholders of the appointment of PricewaterhouseCoopers is not required by law or the Company'sCompany’s By-Laws, the Audit Committee believes it is appropriate to submit this matter to Shareholders to allow a forum for Shareholders to express their views with regard to the Audit Committee'sCommittee’s selection.  In the event Shareholders do not ratify the appointment, the Audit Committee may reconsider the appointment of PricewaterhouseCoopers.
 

The Board of Directors Recommends a Vote FOR the Ratification of the
Appointment of PricewaterhouseCoopers LLP as Independent Auditors.




5160


PROPOSAL 3:  VOTE ON ADVISORY RESOLUTIONVOTE TO APPROVE
EXECUTIVE COMPENSATION


At the Annual Meeting, the Company will conduct a Shareholder vote on an advisory resolution to approve executive compensation, commonly referred to as a "Say-on-Pay"“Say-on-Pay” vote.  The Company currently conducts advisory votes on executive compensation on an annual basis, and it expects to conduct the next advisory vote at the Company's 2018Company’s 2020 Annual Meeting of Shareholders, subject to the results of Proposal 4 below.Shareholders.

The Board of Directors encourages Shareholders, in deciding whether to vote in favor of the advisory resolution below, to review the Compensation Discussion and Analysis sectioncompensation-related elements of this Proxy Statement, including those in the Proxy Statement Summary, the CD&A and the tables and related narrative in the Executive Compensation section, for details regarding the Company'sCompany’s executive compensation program and 20162018 compensation of Named Executive Officers.

The Board of Directors believes that the executive compensation program aligns the compensation of the Company'sCompany’s executive management with the long-term interests of Shareholders.  To align these interests, the Company compensates executive management with time-based and performance-based restricted stock and also ties a significant portion of executive cash compensation to performance-based metrics that drive Shareholder value.

RESOLVED, that the Shareholders approve, on an advisory basis, the compensation of the Company'sCompany’s Named Executive Officers, as disclosed in the Compensation Discussion and& Analysis, the compensation tables and the related disclosure contained in the Company'sCompany’s Proxy Statement for its 20172019 Annual Meeting.

Although the vote is non-binding, the Board of Directors and the Compensation Committee expect to take into account the outcome of the vote when considering future executive compensation.

The Board of Directors Recommends a Vote FOR the
Approval of this Advisory Resolution on Executive Compensation.



The Board of Directors Recommends a Vote FOR the
Approval of this Advisory Resolution on Executive Compensation.



5261


PROPOSAL 4:  ADVISORY VOTE ON FREQUENCYSHAREHOLDER PROPOSAL REQUESTING THE BOARD OF DIRECTORS TO ADOPT A POLICY FOR AN INDEPENDENT BOARD CHAIRMAN
OF FUTURE SAY-ON-PAY VOTES


As described in Proposal 3 above, in accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC, our Shareholders have the opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers.  This Proposal 4 affords Shareholders the opportunity to cast an advisory vote on how often we should include a Say-on-Pay vote in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in the proxy statement for that meeting (a "Say-on-Pay frequency proposal").  Under this Proposal 4, Shareholders may vote to have the Say-on-Pay vote every year, every two years, or every three years.

Our Shareholders voted on a similar proposal in 2011 with the majority voting to hold the Say-on-Pay vote every year.  We continue to believe that Say-on-Pay votes should be conducted every year so that our Shareholders may annually express their views on our executive compensation program.

As an advisory vote, this proposal is not binding on theThe Company the Board or the Compensation Committee.  However, the Compensation Committee and the Board value the opinions expressed by Shareholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting a Say-on-Pay vote.

It is expected that the next vote on a Say-on-Pay frequency proposal will occur at the 2023 Annual Meeting of Shareholders.

Shareholders may cast their advisory vote to conduct Say-on-Pay votes "Every Year," "Every Two Years" or "Every Three Years" or "Abstain."


The Board of Directors Recommends that the Shareholders
Vote for the Option of "EVERY YEAR" for
Frequency of Future Say-On-Pay Votes.


53


PROPOSAL 5:  SHAREHOLDER PROPOSAL TO CHANGE
THE SHAREHOLDER AGGREGATION RULE IN THE
COMPANY'S EXISTING PROXY ACCESS BY-LAW


Management has been advised that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who advises that he holds at least 100 shares of stock in the Company, intends to submit the following proposal at the Annual Meeting. The Company is not responsible for the contents of this proposal. If the following proposal is properly presented at the Annual Meeting,the Board of Directors unanimously recommends a vote AGAINST the proposal.

SHAREHOLDER RESOLUTION:

Shareholder Proxy Access ReformShareholders request our Board of Directors to adopt as policy, and amend our governing documents as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, to be an independent member of the Board.  The Board would have the discretion to phase in this policy for the next Chief Executive Officer transition, implemented so it does not violate any existing agreement.

Shareholders requestIf the Board determines that a Chairman who was independent when selected is no longer independent, the Board shall select a new Chairman who satisfies the requirements of the policy within a reasonable amount of time.  Compliance with this policy is waived if no independent director is available and willing to serve as Chairman.  This proposal requests that all the necessary steps be taken to accomplish the above.

Caterpillar and Wells Fargo are examples of a companies changing course and naming an independent board chairman.  Caterpillar had even opposed a shareholder proposal for an independent board chairman at its annual meeting.

Shareholder proposals such as this have taken a leadership role to improve the corporate governance rules of Crown Holdings.  For instance after the submittal of shareholder proposals Crown Holdings did away with its poison pill (2012) and adopted shareholder proxy access (2016).

Unfortunately in the year leading up to the submittal of this proposal our stock fell from $60 to $48.  Adoption of this proposal will cost Crown Holdings virtually nothing – yet it can improve board independence and company performance.

Our 2018 Chairman, John Conway, was previously the CEO of Crown Holdings which compromises his independence.  Plus Mr. Conway had 21 years tenure with Crown Holdings which further challenges his independence.

An independent chairman would have more incentive to refresh our board of directors replace the current limit of 20 shareholders who are alloweddirectors.  Beyond age 70 applied to aggregate their shares to equal 3%6 of our stock owned continuously for 3-years in order to make usedirectors.  Plus directors beyond age 70 controlled 10 of the 15 positions on our shareholder proxy access provisions recently adopted.3 most important board committees:  The 20 shareholder limit is to be increased to a limit of 50 on the number of shareholders who can aggregate their shares for the purpose of shareholder proxy access.audit, executive pay and nomination committees.

Under current provisions, even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the 3% criteria for a continuous 3-years at most companies examined by the Council of Institutional Investors.  Additionally manyThe key committees of the largest investors of major companies are routinely passive investors who would be unlikely to be part of the proxy access shareholder aggregation process.Board have an acute need for director refreshment.

62
Meanwhile there are new challenges that face our company:

Asbestos-Related Product Liability Lawsuits.
February 2018

Alleged Anticompetitive Practices Under this proposal it is unlikely that the number of shareholders who participate in the aggregation process would reach an unwieldy number due to the rigorous rules our management adopted for a shareholder to qualify as one of the aggregation participants.  Plus it is easy for our management to screen aggregating shareholders because management simply needs to find one of a list of its requirements lacking.Investigation, Germany
February 2018

Please vote to enhance shareholder value:  Shareholder Proxy Access Reformyes:
Independent Board Chairman – Proposal 5.4


THE COMPANY'SCOMPANY’S STATEMENT IN OPPOSITION TO PROPOSAL 5:4:

The Board has carefully considered this Shareholder proposal and believes that it is unnecessary and potentially detrimental to the Company and its Shareholders. Accordingly, the Board recommends a vote AGAINST Proposal 54 for the following reasons.

Our existing proxy access By-Law strikes the right balance between promoting Shareholder nomination rights and protecting the interests of all our Shareholders.

The Company's existing proxy access By-Law is within the mainstream of other significant U.S. public companies with proxy access rights. Our By-Laws permit a Shareholder, or a group of up to 20 Shareholders, owning at least 3% of Crown's outstanding shares of Common Stock continuously for at least three years, to
54


nominate and include in our annual meeting proxy materials director nominees constituting twenty percent of the Board (but no fewer than two nominees), subject to the other common procedural requirements specified in our By-Laws.

We adopted this conventional "3-3-20-20" model proxy access By-Law following feedback from Shareholders and governance experts and advisors as to whether to adopt proxy access, and if so what terms we should incorporate. After carefully considering the range of viewpoints, our Board adopted a regime that it believed struck the appropriate balance between providing a workable process that can be used if ever needed and that reinforces our Board's accountability, while mitigating the possibility of proxy access being used by a wide group of Shareholders in an unduly burdensome manner.

The Proponent does not address the Company's specific Shareholder base or provide support for his comments about likely voting preferences.

Our proxy access By-Law permits groups of up to 20 Shareholders to aggregate their shares to reach the required 3% ownership threshold (with a group of investment funds under common management and investment control counting as a single Shareholder).  This is consistent with the practice at the vast majority of other U.S. public companies who have adopted proxy access.  According to a recent report regarding proxy access published by the Council on Institutional Investors, fully 87% of the 347 proxy access by-laws reviewed as of December 31, 2016 included aggregation limits similar to ours. The Proponent, who has made similar proposals during this proxy season to several other companies, has not provided any analysis specific to the Company's Shareholder base as to why the 20-Shareholder aggregation limitation is not appropriate.  Nor has the Proponent provided any support for his conclusion that "many of the largest investors of major companies are routinely passive investors who would be unlikely to be part of the proxy access aggregation process."

The Shareholder proposal may result in excessive administrative burden and expense for the Company and its Shareholders.

The Company's decision to adopt the 20-Shareholder aggregation provision was based in part on limiting the administrative burden and expense for the Company and its Shareholders while providing a meaningful opportunity for long-term Shareholders to utilize proxy access. In the absence of this limitation, the Company could be required to make significantly more burdensome and time-consuming inquiries into the nature and duration of the share ownership of a large number of Shareholders participating in a proxy access nomination in order to verify their required share ownership.

The Shareholder proposal increases the potential for abuse of our proxy access By-Law by special interests.reasons:

The Company also believes that the 20-Shareholder aggregation provision helps ensure that proxy access is available to long-term Shareholders who have a meaningful economic interest in the Company. Increasing the Shareholder aggregation limit by over 100% increases the risk that our proxy access By-Law will be used by special interests with goals that are not aligned with our other long-term Shareholders. The Company believes that the 20-Shareholder aggregation provision provides meaningful proxy access rights while mitigating the risk of abuse by Shareholders advocating for special interests.has an Independent Chairman Under Applicable NYSE Rules.

55


We have a strong corporate governance structure and recordJohn Conway, the Company’s non-executive Chairman of accountability.the Board, qualifies as an independent director under the listing standards of the NYSE, as further described in “Corporate Governance” on page 26.

The motivationCompany’s Strong Corporate Governance Practices Provide Effective Independent Board Oversight.

Ten of the Company’s eleven Directors standing for thiselection are independent under the listing standards of the NYSE and applicable SEC rules. In addition to an independent Chairman of the Board, the Company has an Independent Presiding Director, William Little. All of the Directors on the Audit, Compensation and Nominating and Corporate Governance Committees are independent Directors.

Under the Company’s Corporate Governance Guidelines, the Independent Presiding Director has a range of duties, including liaising between the Chairman of the Board and the other independent Directors, providing the Chairman with input on Board and Committee agendas and schedules and consulting with the CEO regarding concerns of other independent Directors as appropriate. The independent Directors meet regularly in executive sessions with no members of the Company’s management present. The Directors use these executive sessions to discuss matters of concern as well as any matter they deem appropriate, including discussing the Company’s leadership structure and evaluating the Chairman, CEO and other members of senior management.

The Shareholder proposal should be viewed against the full array of these corporate governance practices, which the Company has adopted. The Company has a proxy access By-Law with substantial terms in line with the vast majority of other public companies that have adopted proxy access.  The Company's best practices also include: annual election of all Directors; a resignation policy applicable to our Directors who do not receive a majority of votes cast in uncontested elections; a consistent practice of having a substantial majority of independent Directors on the Board; promotion of board refreshment through mandatory retirement policies for Directors; By-Law provisions that allow Shareholders to propose Director nominees to the Nominating and Corporate Governance Committee; and Shareholders' ability to nominate Directors outside of the proxy access process.

The practices described aboveBoard believes promote Board independence and provide substantial opportunities consistent with best practices for Shareholder input into the governance process. Thepractices. Mandating this change to proxy access requested by the proposalCompany’s existing governance framework and leadership structure is unnecessary and disrupts the balanced approach reflected in the Company’s Corporate Governance Guidelines and existing practices.

63
Flexibility in Board Leadership Structure is More Suitable for the Company than a Rigid and Prescriptive Approach.

In order to satisfy its fiduciary duties, the Board believes it is important to maintain the flexibility to establish a leadership structure that best serves the interests of the Company and its Shareholders as circumstances evolve. The Board believes the Company and its Shareholders benefit from this flexibility, as our current By-Laws.Directors are well positioned to determine our leadership structure given their in-depth knowledge of our leadership team, our strategic goals and the opportunities and challenges we face, particularly at this point in time as the Company navigates and oversees the integration of its recently acquired Transit Packaging business.

The Shareholder proposal ignores the importance of maintaining this flexibility by mandating a “one-size-fits-all” prescribed form of Board leadership without the ability to take into account the position of the Company and the composition of its Board and management team in the future. When the next CEO transition occurs, the proposal will unnecessarily limit the Board’s options in recruiting a successor CEO and applying the leadership structure it believes is in the best interests of the Company and its Shareholders at that time.

The Company’s preferred flexible approach is consistent with the practice at other U.S. public companies.  Most companies in the S&P 500 do not have a policy mandating an independent chairman.  While the Company has an independent Chairman of the Board, the 2018 Spencer Stuart Board Index found that approximately 70% of companies in the S&P 500 do not have an independent board chair.

For the reasons set forth above, the Board recommends that you vote AGAINST“AGAINST” this proposal, and if the proposal is presented your proxy will be voted against this proposal unless you specify otherwise.

The Board of Directors Recommends a Vote AGAINST the Shareholder
Proposal Requesting the Board of Directors to Adopt a Policy for an
 Independent Board Chairman.

The Board of Directors Recommends a Vote AGAINST the Shareholder
Proposal to Change the Shareholder Aggregation Rule in the
Company's Existing Proxy Access By-Law.


5664


OTHER MATTERS


The Board of Directors knows of no other matter that may be presented for Shareholder action at the Annual Meeting, but if other matters do properly come before the Annual Meeting, or if any of the persons named above to serve as Directors are unable or decline to serve, it is intended that the persons named in the Proxy or their substitutes will vote on such matters and for other nominees in accordance with their best judgment.



ADAM J. DICKSTEIN
Corporate Secretary
 
Yardley, Pennsylvania 19067
Philadelphia, Pennsylvania 19154
March 20, 201718, 2019





5765

 
 
Shareowner Services
P.O. Box 64945
St. Paul, MN 55164-0945
 
      
 
 
 
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if you
you marked, signed and returned your proxy card.
 
:
INTERNET/MOBILEINTERNET – www.proxypush.com/cck
Use the Internet to vote your proxy until 11:59 p.m. (CT) on April 26, 2017.24, 2019.
  
(
PHONE – 1-866-883-3382
Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on
April 26, 2017.24, 2019.
  
*
MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.
 
Voting your Proxy by Internet or Telephone
• Please have your Proxy Card and the last four digits of your Social Security Number or Tax  Identification Number available.
• You do NOT need to mail back your Proxy Card.­
 
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
\/ Please detach here \/
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors Recommends a Vote FOR Items 1 through 3 "Every Year" for Item 4 and AGAINST Item 5.4.
1.Election of
01 Jenne K. Britell
John W. Conway		05 Rose LeeWilliam G. Little09 Josef M. MüllerCaesar F. Sweitzer□Vote FOR□WITHHOLD Vote
 directors:02 John W. ConwayTimothy J. Donahue06 William G. LittleHans J. Löliger10 Caesar F. SweitzerJim L. Turner all nominees from all nominees
  03 TimothyAndrea J. DonahueFunk07 Hans J. LöligerJames H. Miller11 Jim L. TurnerWilliam S. Urkiel (except as marked)  
  04 Arnold W. DonaldRose Lee08 James H. MillerJosef M. Müller12 William S. Urkiel
    
 
(Instructions: To withhold authority to vote for any indicated nominee(s),
write the number(s) of the nominee(s) in the box provided to the right.)
 
       
2.
Ratification of the appointment of independent auditors for the fiscal year ending
ending December 31, 2017.
2019.		 □For□Against□Abstain
         
3.
Approval by non-binding advisory vote of the resolution on executive
compensation as described
in the Proxy Statement.
 □For□Against□Abstain
         
4. 
Approval, by non-binding advisory vote, onTo consider and act upon a Shareholder's proposal requesting the frequencyBoard of Directors to
future Say-on-Pay votes.adopt a policy for an independent Board Chairman.
□Every Year □
Every
Two YearsFor
□
Every
Three YearsAgainst
□Abstain
         
5.To consider and act upon a Shareholder's proposal to change the shareholder aggregation rule in the Company's existing proxy access by-law.□For□Against□Abstain
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ItemsITEMS 1 THROUGH 3, "EVERY YEAR" FOR ITEM 4 andAND AGAINST ITEM 5.4.
Address Change? Mark box, sign and indicate changes below:    □
Date _____________________________________
 
 
 
Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis­trators,administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
 
CROWN HOLDINGS, INC.
The 20172019 Annual Meeting of Shareholders will be held
on April 27, 201725, 2019 at 9:0030 a.m. at:

Park Hyatt ZurichCrown Holdings, Inc.
Beethoven-Strasse 21770 Township Line Road
8002 ZürichYardley, Pennsylvania
Switzerland
 

 
Copies of the following materials are available at
 
http://www.crowncork.com/investors/proxy-online
 
• the Proxy Statement relating to the Annual Meeting of Shareholders
• this Proxy Card
• the Annual Report to Shareholders
 

 
 
 
Crown Holdings, Inc.
One Crown Way770 Township Line Road
Philadelphia, PA 19154-4599Yardley, Pennsylvania 19067
 
 
PROXY
 
Proxy for Annual Meeting of Shareholders to be held on April 27, 201725, 2019
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Timothy J. Donahue, Thomas A. Kelly and William T. Gallagher as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of stock of Crown Holdings, Inc. held of record by the undersigned on March 7, 20175, 2019 at the Annual Meeting of Shareholders to be held at the Park Hyatt Zurich, Beethoven-Strasse 21, 8002 Zürich, Switzerland770 Township Line Road, Yardley, Pennsylvania on April 27, 201725, 2019 at 9:0030 a.m., or any adjournments thereof, for the items shown on the reverse side and, in the discretion of the Proxies, on any other matter that may properly come before the meeting or any adjournments thereof.
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’Directors' recommendations. The Proxies cannot vote your shares unless you sign and return this card or you elect to vote your shares electronically by telephone or via the Internet.




See reverse for voting instructions.