UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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| CROWN HOLDINGS, INC. | ||||
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Crown Holdings, Inc.
Hidden River Corporate Center Two
14025 Riveredge Drive, Suite 300
Tampa, Florida 33637
________________________
NOTICE OF 20182023 ANNUAL MEETING OF SHAREHOLDERS
________________________
| Date: | April 27, 2023 | |
| Time: | 9:30 a.m. Eastern Time | |
| Place: | The Westin Tampa Waterside | |
| 725 South Harbour Island Boulevard, Tampa, FL 33602 | ||
| Agenda: | · | Election of Directors |
| · | Ratification of appointment of independent auditors for the fiscal year ending December 31, 2023 | |
| · | Advisory vote on a resolution to approve executive compensation for the Named Executive Officers as disclosed in this Proxy Statement | |
| · | Advisory vote on the frequency of future Say-On-Pay votes | |
| · | If properly presented, consideration of a Shareholder proposal seeking Shareholder ratification of termination pay | |
| · | 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 6, 20187, 2023, the record date for the Annual Meeting, will be entitled to vote.
| By Order of the Board of Directors | ||
| ADAM J. DICKSTEIN | ||
| Corporate Secretary | ||
Tampa, Florida
March 19, 2018
| NOTE: | THE HEALTH AND WELL-BEING OF OUR EMPLOYEES AND SHAREHOLDERS IS OUR TOP PRIORITY. SHOULD WE DETECT A HEALTH RISK, WE MAY MODIFY THE ARRANGEMENTS FOR THE ANNUAL MEETING. IF WE TAKE THIS STEP, WE WILL ANNOUNCE ANY CHANGES IN ADVANCE IN A PRESS RELEASE AVAILABLE ON OUR WEBSITE AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) AS ADDITIONAL PROXY MATERIALS. PLEASE GO TO WWW.CROWNCORK.COM/INVESTORS/GOVERNANCE/PROXY-ONLINEFOR FURTHER DETAILS. |
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Bebe Held on April 26, 2018:
The Proxy Statement and Proxy Card relating to the Annual Meeting of Shareholders
and the Annual Report to Shareholders are available at
WWW.CROWNCORK.COM/INVESTORS/GOVERNANCE/PROXY-ONLINE
TABLE OF CONTENTS
| 2023 Proxy Statement Summary | 1 |
| Questions & Answers about the 2023 Annual Meeting | 14 |
| Proposal 1: Election of Directors | 20 |
| Director Compensation | 25 |
| Common Stock Ownership of Certain Beneficial Owners, Directors and Executive Officers | 27 |
| 2022 Say-On-Pay Vote Results | 36 |
| At-Risk Compensation | 37 |
| Pay-for-Performance Alignment - | |
| Performance-Based Compensation | 38 |
| Role of the Compensation Committee | 38 |
| Compensation Philosophy and Objectives | 38 |
| Committee Process | 39 |
| Role of Executive Officers in Compensation | |
| Decisions | 40 |
| Executive Compensation Consultant | 40 |
| Use of Benchmarking | 40 |
| Peer Group Composition | 40 |
| Compensation Strategy for CEO | 41 |
| Compensation Strategy for NEOs other than the CEO | 42 |
| Components of Compensation | 43 |
| Base Salary | 43 |
| Annual Incentive Bonus | 43 |
| Long-Term Equity Incentives | 46 |
| Retirement Benefits | 51 |
| Perquisites | 52 |
| Severance | 52 |
| Tax Deductibility of Executive Compensation | 52 |
| Summary Compensation Table | 54 |
| Grants of Plan-Based Awards | 56 |
| Outstanding Equity Awards at Fiscal Year-End | 58 |
| Option Exercises and Stock Vested | 60 |
| Pension Benefits | 61 |
| Employment Agreements and Potential Payments upon Termination | 62 |
| Pay Ratio Disclosure | 65 |
| Pay Versus Performance Disclosure | 65 |
2023 PROXY STATEMENT SUMMARY
This is a summary only and does not contain all of the information that you should consider. We urge you to carefully read the entire Proxy Statement before voting.
Crown Holdings, Inc. - 20182023 Annual Meeting
Time and Date: | 9:30 a.m. |
Place: | |
| 725 South Harbour Island Boulevard | |
| Tampa, Florida 33602 | |
Record Date: | March close of business on the Record Date will be entitled to vote at the Annual Meeting. |
2023 Annual Meeting Proposals
| Agenda Item | Board Recommendation | Page |
| 1. Election of Directors | FOR EACH DIRECTOR NOMINEE | |
| 2. Ratification of appointment of Independent Auditors | FOR | |
| 3. Advisory vote to approve executive compensation | FOR | |
| 4. Advisory vote on frequency of future Say-On-Pay votes | EVERY YEAR | 76 |
| 5. Consideration of Shareholder proposal | AGAINST |
How to Cast Your Vote
You can vote by any of the following methods:
Internet | Phone | In Person | ||||
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www.proxypush.com/cck Deadline for voting online is 11:59 p.m. | 1-866-883-3382 Deadline for voting by phone is 11:59 p.m. | 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. | For instructions on attending the Annual Meeting, please see about the |
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Proposal 1 –- Election of Directors
There are twelvethirteen nominees for election to the Board of Directors. AdditionalAll of the nominees currently serve on the Board. Eight of the Company’s independent Directors have joined the Board in the last five years as a result of a Board refreshment process where Director candidates were identified through Board, Shareholder and third-party search firm input. Our Board refreshment strategy has further strengthened and diversified the skills and experiences of the Board. On December 12, 2022, the Company entered into a Director Appointment and Nomination Agreement with Carl C. Icahn and the affiliated persons and entities listed therein (collectively, the “Icahn Group”), pursuant to which the Company agreed to (i) increase the size of the Board of Directors of the Company to 13 directors and (ii) appoint Andrew J. Teno and Jesse A. Lynn (collectively, the “Icahn Designees”) to the Board to fill the resulting vacancies, and include each of the Icahn Designees as part of the Company’s slate of nominees for election to the Board at the 2023 Annual Meeting of Shareholders. Each Director nominee is listed below, and you can find additional information onabout each nominee may be found under Proposal 1 -1: Election of Directors, beginning on page 16.
Committee Memberships | ||||||||||||||||||||
Name and Primary Occupation | Age | Director Since | Independent | AC | CC | NCG | EC | |||||||||||||
John W. Conway Chairman of the Board of the Company | 72 | 1997 | No | Chair | ||||||||||||||||
Timothy J. Donahue President and Chief Executive Officer of the Company | 55 | 2015 | No | ✓ | ||||||||||||||||
Arnold W. Donald President, Chief Executive Officer and Director of Carnival Corporation | 63 | 1999 | Yes | ✓ | ||||||||||||||||
Andrea J. Funk Former Chief Executive Officer of Cambridge-Lee Industries | 48 | 2017 | Yes | ✓ | ||||||||||||||||
Rose Lee President of DuPont Safety & Construction | 52 | 2016 | Yes | ✓ | ||||||||||||||||
William G. Little Former Chairman and Chief Executive Officer of West Pharmaceutical Services | 75 | 2003 | Yes | ✓ | Chair | ✓ | ||||||||||||||
Hans J. Löliger Vice Chairman of GTF Holding | 75 | 2001 | Yes | Chair | ✓ | ✓ | ||||||||||||||
James H. Miller Former Chairman and Chief Executive Officer of PPL Corporation | 69 | 2010 | Yes | ✓ | ||||||||||||||||
Josef M. Müller Former President of Swiss Association of Branded Consumer Goods "PROMARCA" | 70 | 2011 | Yes | ✓ | ✓ | |||||||||||||||
Caesar F. Sweitzer Former Senior Advisor and Managing Director of Citigroup Global Markets | 67 | 2014 | Yes | Chair | ||||||||||||||||
Jim L. Turner Principal of JLT Beverages; Chairman of Dean Foods | 72 | 2005 | Yes | ✓ | ✓ | |||||||||||||||
William S. Urkiel Former Senior Vice President and Chief Financial Officer of IKON Office Solutions | 72 | 2004 | Yes | ✓ | ✓ | |||||||||||||||
Director |
| Committee Memberships | ||||||||||||
| Name and Primary Occupation | Age | Since | Independent | A | C | E | NCG | |||||||
Timothy J. Donahue Chairman, President and Chief Executive Officer of the Company | 60 | 2015 | No | ✓ | ||||||||||
Richard H. Fearon Former Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation | 66 | 2019 | Yes | ✓ | ✓ | |||||||||
Andrea J. Funk Executive Vice President and Chief Financial Officer of EnerSys | 53 | 2017 | Yes | ✓ | ✓ | |||||||||
Stephen J. Hagge Former President and Chief Executive Officer of AptarGroup | 71 | 2019 | Yes | Chair | ✓ | ✓ | ||||||||
Jesse A. Lynn General Counsel of Icahn Enterprises and Chief Operating Officer of Icahn Capital | 52 | 2022 | Yes | ✓ | ||||||||||
James H. Miller Former Chairman and Chief Executive Officer of PPL Corporation | 74 | 2010 | Yes | ✓ | ✓ | Chair | ||||||||
Josef M. Müller Former Chairman and Chief Executive Officer of Nestlé in the Greater China Region | 75 | 2011 | Yes | ✓ | ✓ | |||||||||
B. Craig Owens Former Chief Financial Officer and Chief Administrative Officer of Campbell Soup Company | 68 | 2019 | Yes | Chair | ✓ | |||||||||
Angela M. Snyder Senior Executive Vice President/Chief Banking Officer of Fulton Bank | 58 | 2022 | Yes | ✓ | ||||||||||
Caesar F. Sweitzer Former Senior Advisor and Managing Director of Citigroup Global Markets | 72 | 2014 | Yes | ✓ | ✓ | ✓ | ||||||||
Andrew J. Teno Portfolio Manager of Icahn Capital | 37 | 2022 | Yes | ✓ | ✓ | |||||||||
Director |
| Committee Memberships | ||||||||||||
| Name and Primary Occupation | Age | Since | Independent | A | C | E | NCG | |||||||
Marsha C. Williams Former Senior Vice President and Chief Financial Officer of Orbitz Worldwide | 71 | 2022 | Yes | ✓ | ||||||||||
Dwayne A. Wilson Former Senior Vice President of Fluor Corporation | 64 | 2020 | Yes | ✓ | ||||||||||
A: Audit Committee
The Board elected Mr. Timothy Donahue as its Chairman following the 2022 Annual Meeting. Mr. James Miller is the Board’s Independent Lead Director. See the section below titled “Corporate Governance: Board Leadership and Risk Oversight” for a summary of the duties of our Independent Lead Director.
| Less than 6 years | 6 – 10 years | More than 10 years | ||
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Ongoing Board Refreshment – eight new Directors in five years | ||||
| Board Independence and Diversity | |
 | Board Diversity ·Three female Directors ·One African American Director ·One non-U.S. citizen Director |
The twelvethirteen 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.
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Governance Best Practices
The Board of Directors is committed to implementing and maintaining strong corporate governance.governance practices. The Board continually monitorsadopts emerging best practices in governance to bestthat enhance the effectiveness of the Board and our management and that serve the best interests of the Company'sCompany’s Shareholders. The Corporate Governance section beginning on page 2430 describes our governance framework. We call your attention to the following best practices.
üAnnual election of all Directors üResignation policy applicable to Directors who do not receive a majority of votes cast in uncontested elections üMandatory retirement policy for Directors üProxy access üActive outreach and engagement üOverboarding limits üRobust Board refreshment with eight new independent Directors joining the Board in the last five years ü12 of üIndependent üExecutive sessions of üAnnual review of Committee charters and Corporate Governance Guidelines üRobust stock ownership guidelines for Directors and Named Executive Officers üProhibition on all pledging and hedging of the üAnnual Say-on-Pay vote üCode of Business Conduct and Ethics that applies to Directors and employees üNo supermajority voting requirement to amend By-Laws üShareholder right to call special meetings üNo poison pill üOversight of sustainability/environmental, social and governance (“ESG”) policy matters assigned to Nominating and Corporate Governance Committee and oversight of ESG disclosures and reporting assigned to Audit Committee üIntegration of Diversity and Inclusion in the Company’s Sustainability program, overseen by the Nominating and Corporate Governance Committee üBoard oversight of information security |
Shareholder Engagement
The Company has developed a multi-platform Shareholder engagement program that results in active dialogue with both current and prospective global Shareholders.investors globally. 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, research and development or administrative facilities. Subjects of discussion at these events include long-term strategy, historical and pro forma financial information, recent and pending acquisitions and divestitures, major trends and issues affecting the Company'sCompany’s businesses, industry dynamics, executive compensation, sustainability and corporate governance, among other matters. Every few years, as appropriate, the Company hosts investor day events, which may also include facility tours. The Company has recently
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increased its efforts to cultivate relationships with the respective stewardship teams of its index-based Shareholders. In discussions with current and prospective Shareholders, our Shareholder engagement includes eliciting Shareholder perspectives on our business portfolio and capital allocation policies, among other matters. During last year'syear’s engagement cycle, we estimate that we had personal contact with investors owning well over 50%60% of the Company'sCompany’s outstanding shares.
Sustainability – Environmental and Social Responsibility
Sustainability continues to be a central motivating factor in and focus of the Company’s business strategy. Under the Board’s general direction the Nominating and Corporate ResponsibilityGovernance Committee reviews and assesses the Company’s Sustainability
In 2020, Crown established its comprehensive Twentyby30TM program, setting 20 measurable goals that the Company would attempt to reach by 2030 or sooner. These objectives encompass multiple aspects of sustainability and reflect areas which may be material to the Company'sCompany’s business strategy. We operate with a relentlessas well as areas where it believes it can create notable impact. Structured within five core program pillars of: Climate Action, Resource Efficiency, Optimum Circularity, Working Together and Never Compromise, these initiatives include efforts such as making operational improvements in energy, water and waste and elevating our focus on safety, innovationmaterial use efficiency, recycling, responsible and efficiency – both in our manufacturing processesethical sourcing and our use of resources. That discipline has enabled us to reduce our overall energy consumptionfood contact and greenhouse gas emissions, even as demand for metal packaging 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 ofsafety.
The Company’s main raw material inputs, aluminum and steel, our primary raw materials. Our containersoffer unparalleled sustainability credentials for packaging not only due to their superior recycling rates and recycled content, but also because both materials are produced from permanent materials such as aluminum and iron ore thatinfinitely recyclable, meaning they can be infinitely recycled repeatedly with no loss of physical properties. These natural elements maintain their properties forever, making metal a key contributor to the circular economy. or quality. This constant reuse into new containers or other metal products saves raw materials, and energy and reduces CO2 emissions. Most of the products made by the Company’s Transit Packaging Division use a high degree of recycled content, with many using 100% recycled content. In fact, the group recycles hundreds of millions of pounds of plastic every year for use in its products. The Transit Packaging Division also produces reusable top frames, which contribute to a lower carbon footprint.
Crown recognizes that its sustainability journey depends on others within the value chain. The Company works to positively influence its upstream value chain through its written environmental supplier standards, which all suppliers are expected to follow and which provide oversight of and visibility into suppliers’ environmental management. Third-party risk assessments and off-site audits help to ensure sustainability is prioritized in our raw materials as the business works to improve all points of product lifecycles.
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The Company issued its most recent biennialcomplete Sustainability Report in 2017.August 2022. The report uses the Global Reporting Initiative's (GRI) G4Initiative’s 2016 guidelines and is available in full at
| · | An 11% reduction in Scope 1 and 2 greenhouse gas (GHG) emissions from the 2019 baseline |
| · | A 1.5% reduction in volatile organic compounds (VOCs) per unit produced |
| · | Improving the percentage of total electricity used by the Company coming from renewable resources to 30% |
| · | A 3.6% overall reduction in water used |
| · | An overall 4% reduction in 12 oz. or 330 ml can weights |
| · | A 99% diversion of waste sent to landfill |
| · | An 8% reduction in Total Recordable Incident Rate (TRIR) |
Some additional highlights from our 2017recent sustainability engagements are as follows:
| · | The Company committed to The Climate Pledge, targeting to achieve net-zero carbon emissions by 2040, a full 10 years ahead of the Paris Agreement goals. This commitment accelerated the Company’s existing RE100 goals, with a new target of achieving 100% renewable electricity by 2040, which is also 10 years sooner than required by previous commitments. |
| · | ESG ratings provider Sustainalytics ranked Crown as a Low ESG Risk Rating for managing ESG risk within the metal and glass packaging subindustry. For the third year in a row, Sustainalytics ranked Crown as a leader in the top 3% of the containers and packaging industry in 2022, with more than 100 global companies reviewed. |
| · | In 2022, Crown’s North American Beverage Packaging business ranked within the U.S. Environmental Protection Agency’s (EPA) Top 25 Green Power Partners from the Fortune 500 list for the second consecutive year, demonstrating a commitment to advancing the green power market. |
| · | For the second year in a row, Crown was named to the 100 Best Corporate Citizens of 2022 list by 3BL Media, headlined by its strong performance in the Climate Change pillar, within which it ranked in the top ten. |
| · | Crown was named to the America’s Most Responsible Companies 2023 list by Newsweek, in partnership with global research and data firm Statista. The list draws from an initial pool of 2,000 eligible U.S.-based companies and selects 500 finalists that demonstrate outstanding efforts relating to corporate social responsibility and sustainability. |
| · | In 2022, Crown was ranked in the top 100 companies included in Forbes’ inaugural “World’s Top Female-Friendly Companies” list, which evaluates employers on criteria including parental leave, promotion of gender equality and representation at equity board levels. |
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The Company has also taken further steps in its sustainability efforts, including the following:
| · | In 2022, Crown hosted the beverage can industry’s first Global Aluminium Can Sustainability Summit in partnership with Ardagh Metal Packaging, the Can Manufacturers Institute and the International Aluminium Institute. The Summit brought together over 100 global attendees from various parts of the aluminum supply chain and facilitated important discussions aimed at driving actionable progress toward the industry’s sustainability goals. |
| · | Crown received certification from the Aluminium Stewardship Initiative (ASI) for its Mexican beverage can operations in 2022. ASI verifies responsible production, sourcing and stewardship of aluminum in the region. The Company achieved certification by the ASI Chain of Custody (CoC) Standard in Brazil, and is pursuing ASI certification in Mexico and within all Asian and Europe/Middle Eastern beverage can operations. The Company’s Brazil beverage can operation recently completed its own ASI Performance Standard. |
| · | The Company set ambitious new global recycling rates and recycled content goals for aluminum beverage cans, committing to work with industry partners to expedite progress aligned with its Twentyby30 program. The new targets include reaching a 70% target recycling rate in the U.S. and an 80% target rate in EMEA; maintaining rates of greater than 90% in Mexico and greater than 97% in Brazil by 2030; and establishing 2030 rate goals for Asia Pacific by 2025. |
| · | In 2022, Crown signed on to the United Nations (UN) Global Compact, a voluntary initiative based on CEO commitments to implement universal sustainability principles and take steps to support UN goals. |
| · | The Company reported under the Sustainability Accounting Standards Board (SASB) methodology and made disclosures in line with the Task Force on Climate-Related Financial Disclosures (TCFD) framework in its 2021 Sustainability Report, published in August 2022. |
The Company’s next Sustainability Report will be issued in 2023 and will use the Global Reporting Initiatives 2021 guidelines, which are as follows:
Information Security
The Company places a high priority on securing its confidential business information, as well as the confidential business information and personal information that we receive from and store about our business partners and employees.
The Company has systems in place to securely receive and store information and to detect, contain, and respond to data security incidents. The Company has information security compliance procedures in place to manage information security risk and runs a training program for those Company employees who have access to further increase transparency with customersconfidential information. This program provides training at least annually on information security. To respond to the threat of security breaches and other important stakeholders. Our last two annual submissions have received high rankings, placing us incyberattacks, the "Leadership" tier.
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of 2020. Asany material information security incident. The Company undergoes annual third-party security penetration testing to gain an independent view of December 31, 2016, we are more than halfway towards achieving this goal, with greenhouse gas emissions reduced by 6.25% per billion standard units.
The Board, the Audit Committee and green manufacturing.
Proposal 2 – Ratification of Appointment of Independent Auditors
As a matter of good corporate governance, we are asking youthe Company asks its Shareholders to ratify the selection by the Audit Committee of PricewaterhouseCoopers LLP ("PwC"(“PwC”) as ourthe Company’s independent auditors for 2018.2023. The following table summarizes the fees PwC billed to the Company for 2017.
Audit Fees | Audit-Related Fees | Tax Compliance Fees | Tax Advisory Services Fees | All Other Fees |
| $6,204,000 | $830,000 | $290,000 | $1,599,000 | $102,000 |
| Audit Fees | Audit-Related Fees | Tax-Related Fees | All Other Fees |
| $7,923,208 | $687,703 | $1,458,229 | $12,305 |
Additional information in the section titled "Principal“Principal Accountant Fees and Services"Services” and the Audit Committee Report may be found on pages 5872 and 59.73.
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Proposal 3 – Advisory Vote to Approve Executive Compensation
At the 20172022 Annual Meeting, the say-on-paySay-on-Pay resolution with respect to 2016 Named Executive Officer ("NEO"(“NEO”) compensation received a favorable vote of over 95%94%. Accordingly, the general approach to the compensation of theour NEOs, including the Chief Executive Officer ("CEO"(“CEO”), remained largely unchanged. For 2022, we added a sustainability criterion for the Board’s annual evaluation of the CEO. See the Compensation and Discussion Analysis ("(“CD&A"&A”) section that begins on page 28.36. Below is a summary of the CEO'sCEO’s compensation for 20162020, 2021 and 2017, Mr. Donahue's first two years serving as CEO.2022. Compensation of Mr. Donahue and the other NEOs is more fully described in the Summary Compensation Table on page 46.
| Name and Position | Year | Salary | Grant Date Projected Value of Unvested Restricted Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value | All Other Compensation | Total Realizable Compensation(1) | Total Actual Realized Compensation(2) |
Timothy Donahue President and Chief Executive Officer | 2017 | $1,000,000 | $5,200,004 | $2,295,600 | $2,810,148 | $634,208 | $11,939,960 | $8,500,616 |
| 2016 | 915,000 | 5,051,113 | 2,594,849 | 1,994,476 | 419,188 | 10,974,626 | 6,974,883 |
| Name and Position | Year | Salary | Grant Date Projected Value of Unvested Restricted Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value | All Other Compensation | Total Compensation |
Timothy Donahue President and Chief Executive Officer | 2022 | $1,315,000 | $7,364,000 | $599,969 | $0 | $21,167 | $9,300,136 |
| 2021 | 1,260,000 | 6,368,770 | 3,024,000 | 1,106,979 | 55,316 | 11,815,065 | |
| 2020 | 1,200,000 | 6,239,951 | 2,880,000 | 5,714,297 | 1,486,791 | 17,521,039 |
This year’s Change in Pension Value was a decrease, which is presented here as $0. The lump-sum present value calculations required to be included for Performanceall of our NEOs in this Proxy Statement for certain components of Total Compensation (e.g., Changes in Pension Value) are affected strongly by interest rates. Future changes in interest rates could cause significant changes in the lump-sum value of such benefits. See page 61, footnote 4, for more information about interest rate sensitivity. Note also that not all of the pension benefits payable to our NEOs will be paid in a lump sum.
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 Shareholdershareholder value. Two-thirdsApproximately two-thirds of our NEOs'NEOs’ share awards are performance-based, and vesting has beenperformance-based. Vesting is based on two performance metrics: the Company'sCompany’s relative total shareholder return ("TSR"(“TSR”) against a peer group (and beginning with 2017 grants, also on(the Dow Jones U.S. Containers & Packaging Index) and the Company'sCompany’s return on invested capital as a second metric)(“ROIC”). CompanyAnnual incentive bonuses are also based on two performance relativemetrics: the Company’s modified operating cash flow (“MOCF”) and its economic profit.
Based on the Company’s over-performance for the measurement periods related to the peer group may resultvesting of performance-based shares in lower compensation2020, 2021, 2022 and 2023, the Company’s NEOs, including the CEO, received awards that were 21.3%, 48.5%, 62.6% and 25.7% above target. Based on the Company’s under-performance for the executives even whenmeasurement periods related to the Company experiences a positive TSR. For example, despite a positive TSRvesting of over 53% forperformance-based shares in 2018 and 2019, the five-year measurement period 2013 – 2017, because this return underperformed our industry peers, the Company'sCompany’s NEOs, including the CEO, forfeited 67%100% of the targeted vestings of performance-based shares awarded to them undershares. For 2022, based on the threeCompany’s under-performance on both the MOCF and economic profit components of the annual grants made with respect toincentive bonus, corporate-level NEOs (including the CEO) received bonuses that measurement period.were 63.5% below target. The Committee views these outcomes as demonstrative of the Company’s “pay-for-performance” philosophy.
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| NEO FORFEITURE OF PERFORMANCE-BASED SHARES | |||
| Year of Grant | Performance Period | Year of Forfeiture | % of Shares Forfeited |
| 2013 | 2013 – 2015 | 2016 | 63% |
| 2014 | 2014 – 2016 | 2017 | 34% |
| 2015 | 2015 – 2017 | 2018 | 100% |
Elements of Total Direct Compensation
The allocation of 20172022 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'sCompany’s emphasis on "at risk"“at risk” and equity-based compensation.
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Executive Compensation Best Practices
WHAT WE DO üBenchmark our üReview pay and performance alignment annually üTarget and provide a majority of the direct compensation paid to our NEOs in performance-based compensation üAllocate approximately two-thirds of compensation under the üVest performance-based shares on the basis of two metrics üBase payouts under the üMaintain stock üRecoup (“Clawback”) non-equity incentive bonus payments üEngage an independent compensation consultant for our Compensation Committee üAnnually review the independence of the compensation consultant retained by the Compensation Committee üUtilize tally sheets to review total compensation, compensation mix, internal pay equity, payouts under certain potential termination scenarios and the aggregate value of retirement benefits üHold annual üInclude a sustainability criterion for the Board’s annual evaluation of the CEO WHAT WE ûAllow carry-forward or banking of economic profit or modified operating cash flow achievement in ûUse subjective individual qualitative factors in determining ûInclude any tax gross-up provisions in ûProvide excessive perquisites ûPermit any form of hedging or pledging of Company stock |
Please read the CD&A, beginning on page 28,36, for a more detailed description of the Company'sCompany’s executive compensation program.
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Proposal 4 -– Advisory Vote on Frequency of Future Say-on-Pay Votes
This Proposal 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. Under this Proposal 4, Shareholders may vote to have the Say-on-Pay vote every year, every two years, or every three years.
The Board recommends you vote “Every Year” for the Say-on-Pay frequency proposal.
Proposal 5 – Consideration of Shareholder Proposal to Amend the Company's Existing Proxy Access By-Law
Mr. John Chevedden for the second consecutive year, has madeadvised he intends to present a Shareholder proposal requesting the Board to amendof Directors seek Shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the Company's existing proxy access By-Law. Over 70%sum of the votes cast at the 2017 Annual Meeting voted against last year's proposal.
The Board has carefully considered this Shareholder proposal and believesrecommends that it is unnecessary and potentially detrimental to the Company and its Shareholders. Accordingly, the Board recommends ayou vote AGAINST Proposal 4.5.
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QUESTIONS AND& ANSWERS ABOUT THE 20182023 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, 2017,2022, 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 26, 201827, 2023 at 9:30 a.m. local timeEastern Time at the Company's Corporate HeadquartersThe Westin Tampa Waterside located at One Crown Way, Philadelphia, Pennsylvania.725 South Harbour Island Boulevard, Tampa, Florida. 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 19, 2018.
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.Proxy Holder. On the Proxy Card you will find the names of the persons designated by the Company to act as ProxiesProxy Holders to vote your shares at the Annual Meeting. The Board is asking you to allow any of the persons named as ProxiesProxy Holders on the Proxy Card (all of whom are Officers of the Company) to vote your shares at the Annual Meeting. The ProxiesProxy Holders must vote your shares in the manner you instruct.
Who is entitled to vote?
Only Shareholders as of the close of business on March 6, 2018 ("7, 2023 (“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 134,301,833120,107,190 shares of Common Stock outstanding.
What is the difference between a "record owner"“record owner” and a "beneficial owner"“beneficial owner”?
Record Owners
: If your shares are registered directly in your name with EQ Shareowner Services, theBeneficial 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| 14 |
What proposals will be voted on at the Annual Meeting?
Shareholders will vote on fourfive proposals at the Annual Meeting:
| · | the election of Directors |
| · | the ratification of the appointment of the |
| · | the “Say-on-Pay” vote |
| · | an advisory |
| · | if properly presented, a Shareholder proposal |
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:
| · |
| · |
| · |
| · |
| · | “AGAINST” the Shareholder proposal |
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 personsProxy Holders 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. Also, if for any reason any of our nominees are not available as candidates for Director, the persons named as ProxiesProxy Holders 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:
| · |
by the Internet, at the web address provided on |
| · | by telephone, using the toll-free number listed on page 1 of this Proxy Statement or on your Proxy Card or voting instruction form; or |
| · | by mail, by marking, signing, dating and mailing your Proxy Card or |
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You also may vote in person at the Annual Meeting. If you are a 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.
| · | with no prior authorization, if you are a record owner; |
| · | with a legal proxy from the brokerage firm, bank or trust that holds your shares in street name, if you are a beneficial owner. |
The deadline for voting by telephone or electronically through the Internet is 11:59 p.m. CentralEastern Time, April 25, 2018.
Will my shares be voted if I do not provide my Proxy?
It depends on whether you are a record owner or beneficial owner. If you are a record owner, your shares will NOT be voted unless you provide a Proxy or vote in person at the Annual Meeting. For beneficial owners who hold shares 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 you are a beneficial owner and you do not provide voting instructions, your brokerage firm may 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 ABSTAINabstain 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 auditors (Proposal 2).
Under Pennsylvania law and the Company'sCompany’s By-Laws, ABSTAIN 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 votes on the frequency of the Company’s 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 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'sCompany’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, ABSTAIN votes 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.
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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 resignation should be accepted. The Board will act on the tendered resignation and publicly disclose its decision within 90 days from the date of
What vote is needed to approve all other proposals?
Proposals 2, 3 and 45 require a FOR vote of a majority of the votes cast, in person orand by Proxy, in order to be approved.
ABSTAIN 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 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, via the Internet or by telephone). You also may 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 are a beneficial owner, please follow the instructions provided by your 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 6, 20187, 2023 Record Date may attend the Annual Meeting. Record owners may attend without any prior authorization. If you are a 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 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. Please arrive early enough to allow yourself adequate time to clear security. You will not be allowed to use video or audio recording devices in 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.
COVID-19 Protocols:
For the health and safety of our Shareholders and employees, we ask that you follow all applicable health orders related to the COVID-19 pandemic in place at the time of the Annual Meeting. As the state of the COVID-19 pandemic and applicable health orders are subject to change following the date of this Proxy Statement, we encourage Shareholders who
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plan to attend the Annual Meeting in person to review the latest guidance from the Centers for Disease Control and Prevention and the Florida Department of Health, as well as the Company’s website at:
www.crowncork.com/investors/governance/proxy-online
prior to attending. Individuals experiencing cold/flu-like symptoms, or any other symptoms associated with COVID-19, should not attend the Annual Meeting in person but are encouraged to vote prior to the meeting using one of the other methods described under “How do I vote my shares?” above.
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.
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, internetInternet 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 20192024 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 2019Company’s 2024 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, PA 19154Hidden River Corporate Center Two, 14025 Riveredge Drive, Suite 300, Tampa, FL 33637 not later than November 19, 2018. The Company anticipates a relocation of its principal executive office in 2018, so proposals sent after the relocation should be sent to such other address constituting the Company's principal executive office as may be designated in a subsequent SEC filing.
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 require nominations to be submitted in writing, via Certified Mail – Return Receipt Requested, and received at the above address not before October 20, 201822, 2023 nor after November 19, 2018.
Other Business and Director Nominations to Be Brought Before the 20192024 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 – Return Receipt Requested, and received at the above address not before October 20, 201822, 2023 nor after November 19, 2018.21, 2023. 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.
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How can I access the Proxy materials overon the Internet?
The Company has made available copies of the following materials at the Company'sCompany’s website at:
https://www.crowncork.com/investors/governance/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.
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, 20172022 with the SEC on February 26, 2018.27, 2023. 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, PA 19154 (or such other address constitutingHidden River Corporate Center Two, 14025 Riveredge Drive, Suite 300, Tampa, FL 33637 or you may call toll free 888-400-7789. Copies in electronic format of the Company's principal executive office as may be designatedCompany’s Annual Report and filings with the SEC are available at the Company’s website at www.crowncork.com/investors/reports-filings in a subsequent SEC filing).the “For Investors” section.
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PROPOSAL 1: ELECTION OF DIRECTORS
The persons named in the Proxy Holders 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 Holders will vote forwith respect to the remaining nominees and others who may be nominated by the Board of Directors.
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 12.13. It is intended that the Proxies will be voted for the election of the 1213 nominees named below as Directors, and no more than 1213 will be nominated by the Board.
The Board is committed to regular review of the Board'sits composition to ensure that the Board continues to have the right mix of skills, background and tenure. Eight of the Company’s independent Directors have joined the Board in the last five years as a result of a Board refreshment process where Director candidates were identified through Board, Shareholder and third-party search firm input. Our ongoing Board refreshment strategy has further strengthened and diversified the skills and experiences of the Board. 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'sCompany’s Shareholders and to help guide the Company to achieve its long-term strategic objectives.
On December 12, 2022, the Company entered into a Director Appointment and Nomination Agreement with Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group”), pursuant to which the Company agreed to (i) increase the size of the board of directors of the Company to 13 directors and (ii) appoint Andrew J. Teno and Jesse A. Lynn (collectively, the “Icahn Designees”) to the Board to fill the resulting vacancies and include each of the Icahn Designees as part of the Company’s slate of nominees for election to the Board at the 2023 Annual Meeting of Shareholders. A summary of the terms of the Director Nomination Agreement is provided in the “Transactions with Related Persons” section on page 34.
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.
The names of thethis year’s nominees and information concerning them and their associations as of March 6, 2018,7, 2023, 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
of Each of the Nominees Named Below.
| Name | Age | Principal Occupation | Year Became Director |
John W. Conway (a) | 72 | Chairman of the Board and former Chief Executive Officer of the Company; also a Director of PPL Corporation | 1997 |
Timothy J. Donahue (a) | 55 | President and Chief Executive Officer of the Company | 2015 |
Arnold W. Donald (c) | 63 | 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 |
Andrea J. Funk (b) | 48 | Former Chief Executive Officer of Cambridge-Lee Industries | 2017 |
Rose Lee (b) | 52 | President of DuPont Safety & Construction; former officer of several Saint-Gobain companies | 2016 |
William G. Little (a) (c) (d) | 75 | Former Chairman and Chief Executive Officer of West Pharmaceutical Services | 2003 |
Hans J. Löliger (a) (c) (d) | 75 | Vice Chairman of GTF Holding; former Chief Executive Officer of SICPA Group | 2001 |
James H. Miller (d) | 69 | 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) (c) | 70 | Former 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) | 67 | Former Senior Advisor and Managing Director of Citigroup Global Markets | 2014 |
Jim L. Turner (c) (d) | 72 | 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) | 72 | Former Senior Vice President and Chief Financial Officer of IKON Office Solutions; also a Director of Roadrunner Transportation Systems | 2004 |
| Name | Age | Principal Occupation | Year Became Director | |
Timothy J. Donahue (e) | 60 | Chairman, President and Chief Executive Officer of the Company | 2015 | |
Richard H. Fearon (a) (ncg) | 66 | Former Vice Chairman and Chief Financial and Planning Officer and Director of Eaton Corporation; also a Director of Avient Corporation and CRH plc | 2019 | |
Andrea J. Funk (a) (c) | 53 | Executive Vice President and Chief Financial Officer of EnerSys; former Chief Executive Officer of Cambridge-Lee Industries; former Director of Destination Maternity Corporation | 2017 | |
Stephen J. Hagge (c) (e) (ncg) | 71 | Former President, Chief Executive Officer and Director of AptarGroup; also Chairman of CF Industries Holdings | 2019 | |
Jesse A. Lynn (ncg) | 52 | General Counsel of Icahn Enterprises and Chief Operating Officer of Icahn Capital; also a Director of Conduent, FirstEnergy and Xerox Holdings; former Director of Cloudera, Herbalife Nutrition and Manitowoc | 2022 | |
James H. Miller (c) (e) (ncg) | 74 | Former Chairman and Chief Executive Officer of PPL Corporation; also a Director of AES Corporation | 2010 | |
Josef M. Müller (a) (c) | 75 | Former Chairman and Chief Executive Officer of Nestlé in the Greater China Region | 2011 | |
B. Craig Owens (a) (e) | 68 | Former Chief Financial Officer and Chief Administrative Officer of Campbell Soup Company; also a Director of AptarGroup; former Director of J C Penney Company | 2019 | |
Angela M. Snyder (a) | 58 | Senior Executive Vice President/Chief Banking Officer of Fulton Bank | 2022 | |
Caesar F. Sweitzer (a) (e) (ncg) | 72 | Former Senior Advisor and Managing Director of Citigroup Global Markets | 2014 | |
Andrew J. Teno (a) (c) | 37 | Portfolio Manager of Icahn Capital; former Director at Fir Tree Partners; also a Director of FirstEnergy and Southwest Gas; former Director of Cheniere Energy, Eco-Stim Energy and Herc Holdings | 2022 | |
Marsha C. Williams (c) | 71 | Former Senior Vice President and Chief Financial Officer of Orbitz Worldwide; also Chairperson of Modine Manufacturing Company and a Director of Fifth Third Bancorp | 2022 | |
Dwayne A. Wilson (a) | 64 | Former Senior Vice President of Fluor Corporation; also a Director of Sterling Construction Company, Ingredion Incorporated and DT Midstream; former Director of AK Steel Holding Corporation | 2020 | |
| (a) Member of the Audit Committee | (c) Member of the Compensation Committee | |||
| (e) Member of the Executive Committee | (ncg) Member of the Nominating and Corporate Governance Committee | |||
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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.processes. 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's Shareholders as a whole.Board. In addition, each of the nominees has exhibited during his or her prior service as a Director, the ability to operate cohesivelyconstructively with the other members of the Board and to challenge and question management in a constructiveproductive 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; public company board service; manufacturing; finance; management in the packaging, food and beverage sectors and other relevant industries; and international business and markets.markets; information security; and experience representing the views of investors. 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.
Timothy Donahue
. Mr. Donahue was elected Chairman by the Board following the 2022 Annual Meeting and assumed the position of CEO of the CompanyRichard Fearon. Mr. Donald,Fearon, the Company's longest-serving Independent Director,former Vice Chairman and CFO of an NYSE-listed global, diversified manufacturing company, brings to the Board leadershipcomprehensive knowledge of financial accounting and otherextensive experience in financial reporting, corporate finance and capital markets, corporate development, strategic planning, mergers and acquisitions, risk management and investor relations. He also oversaw his company’s information security program for more than 10 years and chaired its senior management committee on information security. Mr. Fearon’s experience and a deep understandingqualifies him as an “audit committee financial expert” within the meaning of the food industry from his prior role as chairman and CEO of a food industry company. As the active CEO of a public S&P 500 company, Mr. Donald provides expertise regarding management of a large multi-national enterprise.SEC regulations. In addition, his service as Lead Director of an NYSE-listed global provider of specialized polymers also provides significant governance experience. Mr. Donald's broad experience in corporate governanceFearon also serves as a CEO and director past and present, of a number of otheranother NYSE-listed companies in various industries brings a valuable added dimension to the Board.
Andrea Funk
. Ms.Stephen Hagge. Ms. LeeMr. Hagge brings to the Board a deep knowledge of operations, engineeringsubstantial leadership and technology from hermanagement experience in engineeringpublic company governance, operations, international business, strategic initiatives and information technology. Sherisk management from his roles as former CEO, CFO and COO of an NYSE-listed global packaging manufacturer. Mr. Hagge chairs the Compensation Committee and also brings a broad global perspective from her roleserves as presidentChairman of another NYSE-listed company.
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Jesse Lynn. Mr. Lynn’s extensive experience, since 2004, as general counsel or assistant general counsel of a global business segmentdiversified holding company engaged in a variety of an international manufacturing company.
James Miller. Mr. Löliger's experience as president of a global packaging company and CEO of a global provider of security inks and integrated security solutionsMiller, the Company’s Independent Lead Director, 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.
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 thatB. Craig Owens. Mr. Owens’ extensive experience in the consumer food and beverage industries, including his former service as the CFO of a leading NYSE-listed international consumer food company, brings to the Board significant financial expertise, including all aspects of financial reporting, accounting, corporate finance and capital markets, as well as significant experience in strategic planning, business integration and operations, and in managing supply chain organizations. In his roles as CFO for several companies, he had over 15 years of senior-level management responsibility for information security. He also recently completed a Director-level certification course in information security. Mr. Owens also has considerable knowledge of the retail industry having served as CFO of a leading international grocery retailer. His experience qualifies him as an “audit committee financial expert” within the meaning of SEC regulations, and he chairs the Audit Committee. Mr. Owens also serves as a director of another NYSE-listed company.
Angela Snyder. Ms. Snyder brings to the Board extensive experience in the banking sector and proven senior executive leadership experience from her roles as Chairwoman, President and CEO of a former subsidiary of a NASDAQ-listed financial holding company. She possesses more than 30 years of experience in the financial services industry.
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.Andrew Teno. Mr. Turner'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'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.
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Marsha Williams. Ms. Williams brings to the Board extensive experience in strategic planning, corporate finance, operations, mergers and comprehensive knowledge of accounting, financeacquisitions, investor relations, information technology, liquidity management, risk management and corporate governance matters. Mr. Urkiel's accountingthrough her prior roles as Chief Financial Officer and finance experience qualify him as an "audit committee financial expert" within the meaningChief Administrative Officer of SEC regulations, and he serves on the Audit Committee. Mr. Urkielcompanies in diverse industries. Ms. Williams also serves as Chairperson of one publicly-listed company and as a director of another with global operations. In these roles, Ms. Williams has accumulated extensive knowledge of corporate governance, global finance, capital management, internal controls and human resources, including significant experience in the financial markets in which the Company competes for financing.
Dwayne Wilson. Mr. Wilson brings to the Board over 36 years of senior management experience at a leading NYSE-listed construction and engineering company. Mr. Wilson has gained a broad range of experience and exposure to a number of diverse end markets, and the Company benefits from his knowledge and perspective, particularly in the areas of manufacturing, technology, operational excellence and engineering. Mr. Wilson also serves as a director of three other publicly-listed companies.
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DIRECTOR COMPENSATION
The following table lists 20172022 Director compensation for all Non-Employeeindependent Directors who servedreceived compensation as Directors in 2017.2022. 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.Director or for his service as Chairman.
Name | Fees Earned or Paid in Cash (1) |
Stock Awards (2) |
Total |
| John Conway (3) (4) | $90,000 | $80,000 | $170,000 |
| Richard Fearon | 122,500 | 160,000 | 282,500 |
| Andrea Funk | 125,000 | 160,000 | 285,000 |
| Stephen Hagge | 125,000 | 160,000 | 285,000 |
| Rose Lee (3) | 27,500 | 40,000 | 67,500 |
| James Miller | 155,000 | 160,000 | 315,000 |
| Josef Müller | 125,000 | 160,000 | 285,000 |
| B. Craig Owens | 125,000 | 160,000 | 285,000 |
| Angela Snyder | 28,750 | 40,000 | 68,750 |
| Caesar Sweitzer | 125,000 | 160,000 | 285,000 |
| Jim Turner (3) | 65,000 | 80,000 | 145,000 |
| William Urkiel (3) | 55,000 | 80,000 | 135,000 |
| Marsha Williams | 82,500 | 120,000 | 202,500 |
| Dwayne Wilson | 115,000 | 160,000 | 275,000 |
(1) Each Director may defer receipt of all, or any part, of his or her cash compensation until termination of service as a Director. Effective 2024, a Director may defer his or her cash compensation to a fixed payment date that is before or after the Director’s termination of service. 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 and are credited with interest at the prime rate until distributed. (2) The annual grant of Company Common Stock for 2022 consisted of $160,000 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) Messrs. Conway, Turner and Urkiel retired as Directors of the Company in April 2022. Ms. Lee resigned as a Director of the Company in February 2022. (4) Mr. Conway received $40,000 in cash compensation as the Company’s Non-Executive Board Chairman in 2022. | |||
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Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total |
| Jenne Britell (3) | $60,000 | $90,000 | $150,000 |
| John Conway | 180,000 | 120,000 | 300,000 |
| Arnold Donald | 107,000 | 120,000 | 227,000 |
| Andrea Funk (4) | 25,000 | 30,000 | 55,000 |
| Rose Lee | 110,000 | 120,000 | 230,000 |
| William Little | 147,000 | 120,000 | 267,000 |
| Hans Löliger | 127,000 | 120,000 | 247,000 |
| James Miller | 107,000 | 120,000 | 227,000 |
| Josef Müller | 115,250 | 120,000 | 235,250 |
| Thomas Ralph (5) | 58,500 | 60,000 | 118,500 |
| Caesar Sweitzer | 115,000 | 120,000 | 235,000 |
| Jim Turner | 112,250 | 120,000 | 232,250 |
| William Urkiel | 115,250 | 120,000 | 235,250 |
(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 2017 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) Dr. Britell resigned as a Director of the Company in July 2017. (4) Ms. Funk was elected to the Board in July 2017. (5) Mr. Ralph retired as a Director of the Company in April 2017. | |||
The Board periodically receives benchmarking data regarding director compensation from Pay Governance the Board'sLLC, an executive compensation consulting firm. Data provided during 2017 indicated that the Company's Director compensation was belowfirm, and uses the 50th percentile of bothits peer groupgroup’s target total cash compensation and general industry data. Based on this review, the Board determined to set Directortarget total direct compensation for 2018 at the same level as a market check in 2017, with these adjustments: the annual equity grant was increased from $120,000 to $135,000, and the annual Audit Committee Chair and Presiding Director fees were both increased from $20,000 to $25,000. Accordingly, effective January 1, 2018,determining director compensation. For 2023, 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.
| Cash Base Fee | $100,000 |
| Equity Grant | |
| Supplemental Cash Committee Fees: | |
·Audit Committee - Chair | 25,000 |
| ·Audit Committee - Other Members | 15,000 |
| ·Compensation Committee and Nominating and Corporate Governance Committee - Chair | 20,000 |
| ·Compensation Committee and Nominating and Corporate Governance Committee - Other Members | 10,000 |
| 25,000 |
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.
Under the Company’s Corporate Governance Guidelines, after five years of service on the Board, independent Directors are expected to own Company Common Stock having a
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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS
The following table shows, as of March 6, 2018,7, 2023, 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 | 11,449,276 | 9.5% |
Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., and Beckton Corp. (3) 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL 33160 Matsumura Fishworks LLC (3) 312 Walnut Street, Suite 2000 Cincinnati, OH 45202 Carl C. Icahn (3) c/o Icahn Associates Holding LLC 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL 33160 | 10,201,273 | 8.5% |
BlackRock, Inc. (4) 55 East 52nd Street New York, NY 10055 | 6,642,300 | 5.5% |
Janus Henderson Group plc (5) 201 Bishopsgate EC2M 3AE United Kingdom | 6,443,206 | 5.4% |
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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 | 11,666,070 | 8.7% |
Massachusetts Financial Services Company (3) 111 Huntington Avenue Boston, MA 02199 | 9,299,396 | 6.9% |
BlackRock, Inc. (4) 55 East 52nd Street New York, NY 10055 | 6,890,789 | 5.1% |
(1) Percentages are derived based upon 134,301,833 shares of Common Stock outstanding as of March 6, 2018. (2) The Vanguard Group, an investment advisor, reported that it may be deemed to be the beneficial owner of 11,666,070 shares of the Company's Common Stock. The Vanguard Group reported that it had sole dispositive power with respect to 11,538,435 shares, including 102,086 shares for which it had sole voting power and 36,675 shares for which it had shared voting power, and shared dispositive power with respect to 127,635 shares. (3) Massachusetts Financial Services Company, an investment advisor, reported that it may be deemed to be the beneficial owner of 9,299,396 shares of the Company's Common Stock. Massachusetts Financial Services Company reported that it had sole dispositive power with respect to 9,299,396 shares, including 8,321,986 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 6,890,789 shares of the Company's Common Stock. BlackRock, Inc. reported that it had sole dispositive power with respect to 6,890,789 shares, including 6,028,092 shares for which it had sole voting power. | ||
(1) | Percentages are derived based upon 120,107,190 shares of Common Stock outstanding as of March 7, 2023. |
(2) | The Vanguard Group, an investment advisor, reported that it may be deemed to be the beneficial owner of 11,449,276 shares of the Company’s Common Stock. The Vanguard Group reported that it had sole dispositive power with respect to 11,282,303 shares, including 76,613 shares for which it had shared voting power, and shared dispositive power with respect to 166,973 shares. |
(3) | The Icahn Group may be deemed to be the beneficial owner, in the aggregate, of 10,201,273 shares of Common Stock. Of such shares of Common Stock, an aggregate of 1,040,100 shares of Common Stock were acquired by Icahn Partners, Icahn Master and Matsumura in open market purchases. The remaining 9,161,173 shares of Common Stock may be deemed beneficially owned by the Icahn Group as a result of their having entered into forward contracts with respect to such number of shares of Common Stock. |
(4) | BlackRock, Inc., a parent holding company, reported that it may be deemed to be the beneficial owner of 6,642,300 shares of the Company’s Common Stock. BlackRock, Inc. reported that it had sole dispositive power with respect to 6,642,300 shares, including 5,994,623 shares for which it had sole voting power. |
(5) | Janus Henderson Group plc, an investment advisor and holding company, reported that it may be deemed to be the beneficial owner of 6,443,206 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 6,443,206 shares. |
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The following table shows, as of March 6, 2018,7, 2023, 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 2017;2022; and all Directors and Executive Officers as a group. The Directors and Executive Officers of the Company have sole voting and dispositive 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) |
| Kevin Clothier (2) | 28,133 | * |
| Timothy Donahue (2) | 585,976 | * |
| Richard Fearon (3) | 6,737 | * |
| Andrea Funk | 11,770 | * |
| Gerard Gifford | 144,471 | * |
| Stephen Hagge | 5,544 | * |
| Jesse Lynn | 465 | * |
| James Miller | 28,539 | * |
| Josef Müller | 27,838 | * |
| Djalma Novaes | 90,842 | * |
| B. Craig Owens (4) | 7,599 | * |
| Angela Snyder | 1,048 | * |
| Caesar Sweitzer | 19,120 | * |
| Andrew Teno | 465 | * |
| Marsha Williams | 1,824 | * |
| Dwayne Wilson | 3,574 | * |
| Directors and Executive | ||
| Officers as a Group of 20 | 1,053,917 | 0.9% |
| * Less than 1% | ||
Percentages are derived based upon 120,107,190 shares of Common Stock outstanding as of March 7, 2023. | |
| (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 Clothier are members of the |
| (3) | Includes 16 shares of |
| (4) | Includes 2,000 shares of Common Stock held by The B Craig Owens Rev Trust U/A 1/25/08, of which Mr. Owens is a trustee and a beneficiary. |
| John Conway | 1,283,239 | 1.0% | |
Timothy Donahue (2) | 482,801 | * | |
Arnold Donald (3) | 20,404 | * | |
| Andrea Funk | 1,162 | * | |
| Gerard Gifford (4) | 152,952 | * | |
Thomas Kelly (2) | 103,606 | * | |
| Rose Lee | 3,324 | * | |
| William Little | 49,701 | * | |
| Hans Löliger | 72,820 | * | |
| James Miller | 18,191 | * | |
| Josef Müller | 17,504 | * | |
| Djalma Novaes | 54,098 | * | |
| Didier Sourisseau | 44,388 | * | |
| Caesar Sweitzer | 9,104 | * | |
| Jim Turner | 85,915 | * | |
| William Urkiel | 41,134 | * | |
| Directors and Executive | |||
Officers as a Group of 18 (5) | 2,483,164 | 1.8% | |
| * Less than 1% | |||
(1) Percentages are derived based upon 134,301,833 shares of Common Stock outstanding as of March 6, 2018. (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. (5) Includes 40,000 shares of Common Stock subject to presently exercisable options held by certain Executive Officers (inclusive of those options listed in the preceding footnote). | |||
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CORPORATE GOVERNANCE
Meetings of the Board of Directors.
InAttendance at the Annual Meeting.
Under theDirector Independence.
The Board has determined thatIn 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:parties. For Mr. Donald,Fearon, the Board considered his role as a Director of Avient Corporation and ordinary course of business purchases of plastisol sealing compounds and lubricants by the Company from Avient. For Ms. Funk, the Board considered her role as a director of Bank of America Corporation – fees forEcore International, a privately-held company, in relation to ordinary course treasury and pension management, foreign currency exchange and commodity hedging services, participation as one of a numberbusiness purchases of initial purchasers in recent senior note offerings 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-lawrubber matting by the Company in a middle management position in Europe.from Ecore. For Mr. Urkiel,Hagge, who is a directorDirector of Roadrunner Transportation Systems – paymentTranscendia Topco Holdings, a privately-held company, the Board considered ordinary course of business purchases of high-density polyethylene and products purchased for routine shippingre-sale by the Company from Transcendia. For Mr. Wilson, the Board considered his role as a Director of Ingredion Incorporated and ordinary course of business purchases of dry bag material for making adhesive used in corrugated paper and products purchased for re-sale by the Company products.from Ingredion. None of these relationships or transactions fell within the NYSE listing standards disqualifying criteria.
Board Leadership and Risk Oversight. Mr. Donahue has been the remaining Directors, Timothy Donahue is Chief Executive OfficerChairman of the CompanyBoard since 2022 and is therefore not independent. John Conway was the Chief Executive Officer of the Company until his retirement at year-end 2015 and is therefore not independent.
The Board has carefully considered its leadership structure and believes that the Company and its Shareholders are best served by having Mr. Donahue serve as both Chairman of the Board and Chief Executive Officer. This structure gives the Board and management unified leadership and direction, and is tailored to present a single, clear focus for the execution of the Company’s strategic initiatives and business plans. In addition, because Mr. Donahue manages the day-to-day operations of the Company and is responsible for executing the Company’s business strategy, the Board believes it is most functional and efficient that Mr. Donahue presides at the meetings of the Board. Moreover, the Board believes that its other structural features, including twelve independent Directors among the slate of thirteen Directors standing for election at the Company’s Annual Meeting, regular meetings of independent Directors in executive session, key committees consisting wholly of independent Directors and an Independent Directors.Lead Director with a wide range of duties, provide for substantial independent oversight of the Company’s management.
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Mr. Miller serves as the Independent Lead Director of the Board. The Board'sIndependent Lead Director is an independent Director designated by the other independent Directors of the Board and has a range of duties, including, among other things:
| · | presiding at all meetings of the Board in the Chairman’s absence; |
| · | presiding at all executive sessions of the Board’s independent Directors; |
| · | serving as a liaison between the Chairman of the Board and the Board’s independent Directors; |
| · | providing the Chairman with input on and approving the agendas and schedules for meetings of the Board and its committees; |
| · | advising the Chairman as to the quality, quantity and timeliness of the flow of information from senior management that is necessary for the independent Directors to effectively and responsibly perform their duties, including specifically requesting the inclusion of certain information in the materials provided for the Board by senior management when appropriate; |
| · | calling executive sessions of the Board’s independent Directors when appropriate; |
| · | being available for consultation with the Chairman regarding the concerns of the other Directors; |
| · | being available for consultation with members of senior management regarding the concerns of any members of senior management; |
| · | being available for consultation and direct communication with Shareholders and other interested parties when appropriate; |
| · | interviewing Director candidates and making recommendations to the Nominating and Corporate Governance Committee and the Board; |
| · | leading the Board’s evaluation of the Chairman of the Board; and |
| · | serving a leading role in the Board’s annual self-assessment. |
The Board’s current leadership structure includes Audit, Compensation and Nominating and Corporate Governance Committees that are each chaired by and composed solely of Independentindependent Directors.
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, climate risk, information security 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, Anti-Pledging and Anti-Hedging
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Board Committees. The Board has an Executive Committee, an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee and an Executive 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://www.crowncork.com/investors/corporate-governancegovernance. 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.
InCompensation Committee.
InNominating and Corporate Governance Committee.
There wereConsistent 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
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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 and ethnicity, 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. During the past two years, twoEight new independent directorsDirectors recently have been added to the Company'sCompany’s Board of Directors: Rose Lee, who was electedMessrs. Fearon, Hagge and Owens in 2016, and Andrea Funk, who was elected2019, Mr. Wilson in 2017. Ms. Lee2020 and Ms. Funk were identified byWilliams, Ms. Snyder and Messrs. Lynn and Teno in 2022. During the refreshment process, the Nominating & Corporate Governance Committee with the assistance ofwas assisted by an independent search firm.
On December 12, 2022, the Company entered into a Director Appointment and Nomination Agreement with Carl C. Icahn and the affiliated persons and entities listed therein (collectively, the “Icahn Group”), pursuant to which the Company agreed to (i) increase the size of the board of directors of the Company to 13 directors and (ii) appoint Andrew J. Teno and Jesse A. Lynn (collectively, the “Icahn Designees”) to the Board to fill the resulting vacancies and include each of the Icahn Designees as part of the Company’s slate of nominees for election to the Board at the 2023 Annual Meeting of Shareholders. A summary of the terms of the Director Nomination Agreement is provided in the “Transactions with Related Persons” section on page 34.
Shareholders who wish to suggest qualified candidates may write, via Certified Mail – Return Receipt Requested, to the Office of the Corporate Secretary, Crown Holdings, Inc., One Crown Way, Philadelphia, PA 19154 (or such other address constituting the Company's principal executive office as may be designated in a subsequent SEC filing)Hidden River Corporate Center Two, 14025 Riveredge Drive, Suite 300, Tampa, FL 33637 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. Each of these submissions should comply with the additional requirements of the Company’s By-Laws. 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 20182023 Annual Meeting"Meeting” for information on bringing nominations for the Board of Directors at the 20192024 Annual Meeting.
Executive Sessions of the Board.
Pursuant to theProxy Access.
TheCode 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| 33 |
required to complete annual training on the Code. The Company also expects certain third parties, including suppliers, to abide by the principles of the Code of Business Conduct and Sustainability. Ethics in the manner set forth in the Company’s Supplier Code of Conduct, which is available on the Company’s website at www.crowncork.com/investors/policies/supplier-code-conduct in English and 19 other languages.
The Company also maintains a Business Ethics Line, which is accessible via telephone number and web-based portal, as a means of raising concerns or seeking advice related to the Company’s Code of Business Conduct and Ethics. The Business Ethics Line is available to all employees worldwide, as well as third parties, such as vendors, suppliers and customers. Persons who report potential violations through the Business Ethics Line may choose to remain anonymous (unless prohibited by local law) and all such reports are kept confidential to the extent practicable in connection with the investigation. The Company’s Business Ethics Line (“CBE Line”) is administered by an independent third-party provider, Lighthouse Services. To access the CBE Line, visit www.lighthouse-services.com/crowncork.
Information Security. See "Corporate Responsibility and Sustainability"“Information Security” on page 58 in the Proxy Statement Summary.
Human Rights Policy. The Company has a Human Rights Policy covering the Company and all of its subsidiaries, controlled joint ventures and partners that is overseen by the Board of Directors. The Human Rights Policy is available on the Company’s website at www.crowncork.com/investors/policies/human-rights-policy, and is available in English and 19 other languages.
Sustainability. See “Sustainability – Environmental and Social Responsibility” on page 6 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 by Directors and Executive Officers required to be disclosed under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amendedRelated Person Transactions involving the Icahn Group
On December 12, 2022, the Company entered into a Director Appointment and Nomination Agreement (the “Agreement”) with the Icahn Group, pursuant to which the Company agreed to, on or prior to December 12, 2022 (i) increase the size of the Board to 13 directors and (ii) appoint the Icahn Designees to the Board to fill the resulting vacancies, with such appointments effective on December 12, 2022. In addition, the Company has agreed to include each of the Icahn Designees as part of the Company’s slate of nominees for election to the Board at the 2023 Annual Meeting of Shareholders.
The Icahn Group will be entitled, in the event any Icahn Designee resigns or for any reason fails to serve or is not serving as a Director (subject to exceptions set forth in the Agreement, including as a result of such director not being nominated by the Company to stand for election at an Annual Meeting subsequent to the 2023 Annual Meeting of Shareholders or the termination of the Icahn Group’s designation rights with respect to such director in accordance with the Agreement), to designate a replacement for appointment to the Board on the terms set forth in the Agreement.
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So long as an Icahn Designee is a member of the Board, any Board consideration of appointment and employment of the Chief Executive Officer or Chief Financial Officer of the Company, mergers, acquisitions of material assets, dispositions of material assets, or similar extraordinary transactions, and voting with respect thereto, will take place only at the full Board level or in committees of which one of the Icahn Designees is a member.
If at any time the Icahn Group ceases to hold a “Net Long Position”, as defined in the Agreement, in at least (i) 7,196,865 of the total outstanding shares of Common Stock of the Company, one of the Icahn Designees will, and the Icahn Group will cause one Icahn Designee to, promptly resign from the Board and (ii) 3,598,432 of the Common Shares of the Company, each of the Icahn Designees will, and the Icahn Group will cause each such Icahn Designee to, promptly resign from the Board.
So long as the Icahn Group holds a “Net Long Position”, as defined in the Agreement, in at least 5,100,637 of the Common Shares of the Company, the Company will not adopt a Rights Plan, as defined in the Agreement, with an “Acquiring Person” beneficial ownership threshold below 15.0% of the then-outstanding Common Shares unless the Rights Plan includes an exemption for the Icahn Group up to 15.0%.
The Agreement also includes other customary voting, standstill and non-disparagement provisions. Absent an uncured breach of the material provisions of the Agreement by the Company, the standstill restrictions on the Icahn Group will remain in effect until the later of (i) thirty days before the nomination deadline for shareholders to nominate Director candidates for the 2024 Annual Meeting of Shareholders and (ii) thirty days after such date as no Icahn Designee is on the Board and the Icahn Group no longer has any right to designate a replacement (including if the Icahn Group has irrevocably waived such right in writing).
In connection with the entry into the Agreement, the Company and the Icahn Group entered into a Confidentiality Agreement concurrently with the appointment of the Icahn Designees to the Board.
Human Capital Resources. The Company’s global workforce is the backbone of its business and is the focus of the Working Together pillar of the Company’s Twentyby30 sustainability program. The Company has built a Total Safety Culture that provides the framework for all health and safety initiatives across the Company and empowers employees to take a proactive role in their safety and that of their peers. For more information, see “Human Capital” on page 45 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Shareholder Engagement. See “Shareholder Engagement” on page 5 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 theCompany Website.
The| 35 |
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 20172022 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 20172022, as well as a former Executive Officer for whom disclosure would have been provided but for the fact that he was not serving as an Executive Officer at the end of 2022 (collectively, "Named“Named Executive Officers"Officers” or "NEOs"“NEOs”). The names of the Company's 2017Company’s 2022 NEOs and their titles at year-end are:
| · | Timothy J. Donahue – President and Chief Executive Officer |
| · |
| · | Gerard H. Gifford – Executive Vice President and Chief Operating Officer |
| · |
Djalma Novaes, Jr. – President – Americas Division |
| Hock Huat Goh – President – |
| Robert H. Bourque – Former President – |
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 executive compensation programsprogram 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.
2022 Say-on-Pay Vote Results
1 Mr. Bourque ceased to serve as the President of the Transit Packaging Division on July 29, 2022 and his employment with the Company terminated on August 29, 2022.
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At-Risk Compensation.
Our executive compensation program is based on ourCompensation Element | Basis for Measurement | Alignment with |
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 Bonus | Economic profit and modified operating cash flow. | Use of economic profit and modified operating cash flow metrics drives long-term operating performance and long-term |
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 | Provides incentive to outperform and deliver superior |
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. |
The allocation of 20172022 target total direct compensation for our CEO and for our other NEOs among these various components is set forth in the materials on page 711 in the Proxy Statement Summary that highlight the Company'sCompany’s emphasis on "at risk"“at risk” and equity-based compensation.
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Pay-for-Performance Alignment – Forfeiture of Performance Shares.
Based on the Company’s over-performance for the three most recently completed annual performancemeasurement periods because this return underperformed our industry peers,related to the vesting of performance-based shares in 2020, 2021, 2022 and 2023, the Company’s NEOs, including the CEO, received awards that were 21.3%, 48.5%, 62.6% and 25.7% above target. Based on the Company’s under-performance for the measurement periods related to the vesting of performance-based shares in 2018 and 2019, the Company’s NEOs, including the CEO, forfeited 67%100% of the targeted vestings of performance-based shares vesting overshares. For 2022, based on the last three years. (For further detail, see page 6 inCompany’s under-performance on both the Proxy Statement Summary.) Such forfeitures display a clearMOCF and direct correlation between Shareholder value and our executives' compensation.
Role of the Compensation Committee.
The Committee currently comprises five Directors, all of whom are independent under the NYSE listing standards. DuringCompensation Philosophy and Objectives.
The Committee maintains aThe 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 and performance-based compensation 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 growth and Shareholdershareholder value,
1 Mr. Turner retired from service as a Director in 2022.
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and approximately two-thirds of the value of the restricted stock granted in 20172022 under the Company'sCompany’s long-term incentive plan is tied to performance of the Company's total shareholder returnCompany’s TSR versus that of a peer group and return on invested capital versus the Company'sCompany’s projected three-year average of return on invested capital.
Stock Ownership Guidelines and Share Retention Policy
. Consistent with the| Stock Ownership Guidelines Applicable to NEOs | |
| Position | Multiple of Base Salary |
| CEO | 6x |
| All other NEOs | 3x |
Until the ownership requirement is satisfied, an NEO is required to retain 50% of the after-tax valuenumber of shares of any Common Stock received as the result of an option exercise, or vesting of restricted shares or issuance of deferred shares. At year-end, allAll the NEOs employed by the Company at year-end either owned more than the minimum level of Common Stock or were otherwise in compliance with the stock ownership guidelines.
Stock Holding Period. Under the Company’s Corporate Governance Guidelines, an NEO is required to retain 50% of the after-tax number of shares of Common Stock received as the result of a restriction lapse for a period of two years.
Prohibition of Hedging and Pledging.
Under theCommittee Process.
The Committee meets as often as necessary to perform its duties and responsibilities. DuringSetting of Meeting Agenda
. TheUse of Tally Sheets
. The Committee reviews tally sheets when setting annual compensation for the NEOs. These tally sheets allow the Committee to review each| 39 |
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.
Role of Executive Officers in Compensation Decisions.
The Committee makes all decisions regarding theExecutive 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 toConsultant 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 own any shares of theUse of Benchmarking
| · | 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 target 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 Composition
1 Dean Foods was removed from the 2022 Peer Group as it ceased to be a public company for which compensation data is available.
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| ·Avery Dennison Corporation | · O-I Glass | |
| ·Ball Corporation | · PPG Industries | |
· | ||
· | ||
| ·Colgate Palmolive Company | ·Sealed Air Corporation | |
·Eastman Chemical Company | ·The Sherwin-Williams Company | |
·Greif | ·United States Steel Corporation | |
· Keurig Dr Pepper | ·WestRock | |
· |
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.
Compensation Strategy for CEO.
The evaluation of the| · | Strong operating performance. For the year, diluted earnings per share were $5.99 per share, reflecting strong returns from prior year investments, and are the highest since Mr. Donahue became CEO in 2016 despite global inflation and record energy prices in Europe in 2022. |
| · | Investment in growth markets. In response to global beverage can growth opportunities identified by management in prior years, during 2022 the Company completed a new two-line plant in Uberaba, Brazil and added production lines to existing plants in Monterrey, Mexico and Phnom Penh, Cambodia. The Company began construction of new two-line can plants in Martinsville, Virginia and Mesquite, Nevada and a new multi-line plant in Peterborough, United Kingdom. Additional beverage production lines are currently being installed at existing plants in Parma, Italy and Agoncillo, Spain. The Company supplemented its food can capacity for pet foods with a third two-piece steel production line in the Owatonna, Minnesota plant and began installation of a pet food can line in the Dubuque, Iowa plant. |
| · | Return of capital to Shareholders. Consistent with the Company’s long-standing objective, the Company returned over $800 million of capital to Shareholders during 2022 through the repurchase of $722 million (or 5%) of its outstanding Common Stock and the payment of cash dividends totaling $106 million. |
| · | Strong Balance Sheet. The Company is well positioned for the future after investing over $2.2 billion since 2020 in capital projects to grow global beverage and food can capacity and returning over $1.9 billion to Shareholders while maintaining a manageable debt level. The Company has no significant near term debt maturities until September 2024 and the Company successfully refinanced its revolving credit facility in 2022. |
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| · |
CEO Target Compensation
. The Committee uses the 50th percentile of the PeerThe specific components of Mr. Donahue's 2017Donahue’s 2022 compensation were set as follows:
| Base Salary | $ |
| Target Annual Incentive | |
| Target Long-Term Equity Incentive | |
| Target Total Direct Compensation |
In conjunction with the Committee'sCommittee’s emphasis on stock-based compensation, a majorityapproximately 72% of the CEO's 2017CEO’s 2022 target total direct compensation was in the form of Company Common Stock.
Compensation Strategy for NEOs other than the CEO.
For| · | 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 |
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Components of Compensation. For 2017,2022, the principal components of compensation for NEOs were base salary, annual incentive bonus, long-term equity incentives, retirement benefits and 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-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,2022 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 increases in the base salaries of| Name | ||
| Timothy Donahue | $ | |
| Gerard Gifford | ||
| Robert Bourque | 600,000 | |
Annual Incentive Bonus.
Annual cash bonuses are included as part of the executive compensation program because, consistent with our1 Converted from Singapore Dollars.
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2022 Bonus Opportunities and Results
. ForName | 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% | 240% | 120% | $1,200,000 | $2,295,600 |
| Thomas Kelly | 0% | 160% | 80% | 484,000 | 925,892 |
| Gerard Gifford (1) | 0% | 190% | 95% | 585,125 | 1,129,958 |
| Didier Sourisseau (2) | 0% | 160% | 80% | 353,048 | 699,726 |
| Djalma Novaes | 0% | 160% | 80% | 432,000 | 635,904 |
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% | 250% | 125% | $1,643,750 | $599,969 |
| Kevin Clothier | 0% | 160% | 80% | 428,000 | 156,220 |
| Gerard Gifford | 0% | 190% | 95% | 764,750 | 279,134 |
| Djalma Novaes | 0% | 160% | 80% | 520,000 | 557,960 |
| Hock Huat Goh | 0% | 160% | 80% | 414,000 | 30,222 |
| Robert Bourque1 | 0% | 160% | 80% | 480,000 | 93,120 |
Performance Measures
. Bonus amounts under the| · | 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 |
Cost of Capital
. For purposes of calculating economic profit under theWeighting of Performance Measures
.1 As a component of Mr. Bourque’s severance benefits, he was eligible for a pro-rated bonus for 2022.
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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, (iii) adding the results together to determine the overall payout 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 percentage of each NEOs'NEO’s target bonus payable with respect to such performance measure also increases. In the case of modified operating cash flow, up to 150%125% of the target bonus amount will be paid, in incremental increases, as the achievement level increases from 100% to 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 at or below the threshold of 80% of the applicable performance target. The modified operating cash flow component of the AIBEP Plan was determined based upon actual performance compared to a budgeted modified operating cash flow amount.
The economic profit component of the AIBEP Plan was determined by relating current-year economic profit to prior years economic profit, adjusted for currency fluctuations.fluctuations and divestitures. In the case of economic profit, up to 150%125% of the target bonus amount will be paid, in incremental increases, as 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 decreases as achievement falls below 100% of the applicable performance target, with no amount being payable for achievement levels at or below the threshold of 80% of the applicable performance target. No portion of the target bonus amount will be paid for economic profit arising from accounting changes or similar non-cash items.
Notwithstanding the ability to earn up to 150%125% of the target bonus amount under each of the two 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 forecastedThe economic profit and modified operating cash flow thresholds and targets for 20172022 were set at the Company level for the CEO, Chief OperatingFinancial Officer and Chief FinancialOperating Officer. For division-level NEOs (Messrs. SourisseauNovaes, Goh and Novaes)Bourque), upon achievement of certaineconomic profit and modified operating cash flow thresholds and targets include both division-level targets, 80% of the calculation is based on division-level performance and 20% is based on the Company performance. If such targets are not reached, 100% of the calculation is based on division-level performance.Company-level metrics. The applicable thresholds, targets and actual achievement levels for 20172022 are set forth for each NEO in the following table.
Name | Economic Profit (in millions) | Modified Operating Cash Flow (in millions) | ||||
| Threshold | Target | Actual | Threshold | Target | Actual | |
| Timothy Donahue | $381.9 | $477.4 | $498.5 | $706.0 | $882.5 | $924.0 |
| Thomas Kelly | 381.9 | 477.4 | 498.5 | 706.0 | 882.5 | 924.0 |
| Gerard Gifford | 381.9 | 477.4 | 498.5 | 706.0 | 882.5 | 924.0 |
| Didier Sourisseau (1) | 192.9 | 241.1 | 244.9 | 279.4 | 349.3 | 385.8 |
| Djalma Novaes (1) | 164.3 | 205.4 | 194.1 | 389.6 | 487.0 | 534.6 |
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Name | Economic Profit (in millions) | Modified Operating Cash Flow (in millions) | ||||
| Threshold | Target | Actual | Threshold | Target | Actual | |
| Timothy Donahue | $486.8 | $608.5 | $575.9 | $692.3 | $865.7 | $315.0 |
| Kevin Clothier | 486.8 | 608.5 | 575.9 | 692.3 | 865.7 | 315.0 |
| Gerard Gifford | 486.8 | 608.5 | 575.9 | 692.3 | 865.7 | 315.0 |
| Djalma Novaes (1) | 245.7 | 307.1 | 351.8 | 431.3 | 539.1 | 154.8 |
| Hock Huat Goh (1) | 35.6 | 44.5 | 26.8 | 82.4 | 103.1 | (35.9) |
| Robert Bourque (1) | 109.4 | 136.8 | 124.4 | 295.0 | 368.8 | 263.5 |
| ____________________ |
| (1) | The threshold and target numbers presented here for Messrs. |
2022 Bonus Calculations
. Messrs. Donahue,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.| 46 |
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 hirednewly-hired executives or in recognition of an executive'sexecutive’s promotion or expansion of responsibilities.
The Committee approved the following award structure for 2017:
| · | 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 |
| · | Performance-Based Restricted Stock. Approximately two-thirds of an |
| · | Time-Based Restricted Stock. Approximately one-third of an |
Industry Peer Group Composition
. The Committee believes that for purposes of comparing TSR 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· Amcor | ·International Paper | |
·AptarGroup | ·Packaging Corporation of America | |
·Ardagh Metal Packaging | ·Sealed Air Corporation | |
·Avery Dennison Corporation | ·Silgan Holdings | |
·Ball Corporation | ·Sonoco Products Company | |
·Berry Global Group | ·WestRock | |
| · |
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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 on the following schedule.
TSR Percentile Ranking Versus Peers | Percentage of Shares Vesting |
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 TSR.
TSR is calculated by dividing the closing share price of aPerformance Vesting Schedule for ROIC-Based Awards
. The Committee determined that, for the portion of performance-based shares vesting on the basis of ROIC, such shares would vest on the following schedule.| ROIC | Percentage of Shares Vesting |
| 13.7% or Above | 200% |
| 12.7% | 100% |
| 11.7% | 25% |
| Below 11.7% | 0% |
| ROIC | Percentage of Shares Vesting |
| 14.0% or Above | 200% |
| 13.0% | 100% |
| 12.0% | 25% |
| Below 12.0% | 0% |
Calculation of ROIC.
ROIC is calculated by dividing the| 48 |
2022 Long-Term Equity Incentive Awards. The following tables setfirst table below sets forth the number of time-based restricted shares granted to the NEOs for 2022. The second table below sets forth the target number of time-based and performance-based restricted shares granted to the NEOs for 20172022 as well as the minimum and maximum number of performance-based shares that may vestvest. Vesting of performance-based share awards is based on two criteria: the Company'sCompany’s TSR relative to the industry peer group over the applicable performance period and the Company’s ROIC over the same three-year performance period relative to the Company'sCompany’s projected three-year average of ROIC. The tables also set forth the fair value of the shares on the date of grant. FairWith respect to the annual 2022 grants awarded to the NEOs, the grant-date fair value of the time-based restricted stock and ROIC performance-based shares is $108.12 and is based on the closing price of the Company’s Stock on the date prior to the date of grant, was based on a share priceas adjusted to take into account that holders of $53.35unvested shares are not eligible for time-based restricted stock and the portiondo not receive dividends while such shares remain unvested. The grant-date fair value of the TSR performance-based restricted stock that vests on the basis of ROICshares is $116.21 and $50.54 for the portion of the performance-based restricted stock that vests on the basis of TSR (basedis based on a Monte Carlo valuation model)model.
| Name | Time-Based Restricted Stock | |
| Shares | Award Value | |
| Timothy Donahue | 22,703 | $2,454,648 |
| Kevin Clothier | 3,464 | 374,528 |
| Gerard Gifford | 6,080 | 657,370 |
| Djalma Novaes | 3,507 | 379,177 |
| Hock Huat Goh | 2,154 | 232,890 |
| Robert Bourque1 | 3,145 | 340,037 |
1 In connection with respecthis departure, Mr. Bourque forfeited his 2022 long-term equity incentive award.
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| Name | Performance-Based Restricted Stock | |||||||
| TSR-Based Award | ROIC-Based Award | |||||||
| Target Shares | Award Value | Minimum Shares | Maximum Shares | Target Shares | Award Value | Minimum Shares | Maximum Shares | |
| Timothy Donahue | 21,123 | $2,454,704 | 0 | 42,246 | 22,703 | $2,454,648 | 0 | 45,406 |
| Kevin Clothier | 3,223 | 374,544 | 0 | 6,446 | 3,464 | 374,528 | 0 | 6,928 |
| Gerard Gifford | 5,657 | 657,400 | 0 | 11,314 | 6,080 | 657,370 | 0 | 12,160 |
| Djalma Novaes | 3,263 | 379,193 | 0 | 6,526 | 3,507 | 379,177 | 0 | 7,014 |
| Hock Huat Goh | 2,004 | 232,885 | 0 | 4,008 | 2,154 | 232,890 | 0 | 4,308 |
| Robert Bourque1 | 2,926 | 340,030 | 0 | 5,852 | 3,145 | 340,037 | 0 | 6,290 |
Pay-for-Performance Alignment – Performance-Based Compensation. In 2023, 25.7% more performance shares vested above the target established for the Company’s NEOs, including the CEO, at the time they were awarded in 2020. The outcome was attributable to under-achievement on the TSR metric that resulted in an award of 54.4% less than the target established in 2020 and over-achievement of the ROIC target that resulted in an award of 100% over the target established in 2020. For 2022, based on the Company’s under-performance of both the MOCF and economic profit components of the Annual Incentive Bonus, corporate-level NEOs, including the CEO, received bonuses that were 63.5% below target. The Company over-achieved for the measurement periods related to the normal annual 2017 grants awarded to Messrs. Donahue, Kelly, Giffordvesting of performance-based shares in 2022, 2021 and Novaes. Mr. Gifford2020, so the Company’s NEOs, including the CEO, received an additional grantawards that were 62.6%, 48.5% and Mr. Sourisseau an initial grant when they were promoted to Executive Vice President and Chief Operating Officer and President – European Division,21.3%, respectively, in April 2017. With respect to those grants, the fair valueabove target. Based on the dateCompany’s under-performance for the measurement periods related to the vesting of grant was $52.95 per share for time-based shares and ROIC performance-based shares in 2018 and $50.78 per share for TSR performance-based shares.
| Name | Time-Based Restricted Stock | |
| Shares | Award Value | |
| Timothy Donahue | 32,490 | $1,733,342 |
| Thomas Kelly | 6,804 | 362,993 |
| Gerard Gifford | 10,167 | 541,666 |
| Didier Sourisseau | 5,508 | 291,649 |
| Djalma Novaes | 5,904 | 314,978 |
| Name | Performance-Based Restricted Stock | |||||||
| TSR-Based Award | ROIC-Based Award | |||||||
| Target Shares | Award Value | Minimum Shares | Maximum Shares | Target Shares | Award Value | Minimum Shares | Maximum Shares | |
| Timothy Donahue | 34,296 | $1,733,320 | 0 | 68,592 | 32,490 | $1,733,342 | 0 | 64,980 |
| Thomas Kelly | 7,182 | 362,978 | 0 | 14,364 | 6,804 | 362,993 | 0 | 13,608 |
| Gerard Gifford | 10,709 | 541,698 | 0 | 21,418 | 10,167 | 541,666 | 0 | 20,334 |
Didier Sourisseau (1) | 5,744 | 291,680 | 0 | 11,488 | 5,508 | 291,649 | 0 | 11,016 |
| Djalma Novaes | 6,233 | 315,016 | 0 | 12,466 | 5,904 | 314,978 | 0 | 11,808 |
Clawback Policy. Beginning with 2021 grants, the Company adopted a new clawback policy applicable to performance-based equity awards. Under the clawback policy, if the Company is required to restate its financial statements resulting in the Proxy Statement Summary.Company’s financial results being reduced such that an equity award (or any portion thereof) would not have been awarded or would have been smaller, the Committee may reduce such equity award and recoup from the recipient shares or cash if the Committee determines, in its sole discretion, that the recipient engaged in intentional misconduct or fraud that resulted in the financial restatement. The Company previously established a similar policy with respect to its annual non-equity incentive bonus plan. In 2022, the SEC adopted a final rule requiring national securities exchanges to establish listing standards that require public companies to develop, enforce and disclose a clawback policy. The Company expects to update its current clawback policy in 2023 after the New York Stock Exchange standards are updated to comply with the SEC final rule.
1 In connection with his departure, Mr. Bourque forfeited his 2022 long-term equity incentive award.
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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 (theSenior Executive Retirement Plan
. Because of the benefit limits under the U.S. Pension Plan described above, the Company provides additional retirement benefits toAll 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 (but not other named beneficiaries) will be entitled to a 50% survivor benefit. The SERP also provides a lump-sum death benefit of five times the imputed annual retirement benefit.
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, Gifford, Novaes and GiffordBourque are vested.
Restoration Plan
.Retirement Allowance. Pursuant to the terms of his employment agreement, Mr. Goh is entitled to a retirement benefit equal to two times his base salary. See “Employment Agreements and Potential Payments upon Termination” on page 62 for a description of Mr. Goh’s employment agreement. Mr. Goh’s retirement benefit is paid in a lump sum.
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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 U.S.-based NEOs, except Mr. Sourisseau, are able to contribute a portion of their salaries on a pre-tax basis. Subject to certain Code limits, for each of our eligible NEOs, the Company will match 50% of the first 3% of salary that is contributed to this 401(k) plan.
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 theSeverance. 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. In 2022, Mr. Bourque’s employment with the Company was terminated, and he received certain severance payments and benefits. For more information regarding these potential severance payments and benefits with respect to the NEOs generally and the severance payments and benefits in connection with Mr. Bourque’s termination of employment, 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.
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COMPENSATION COMMITTEE REPORT
As required by Item 402(b) of Regulation S-K, 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 21, 201822, 2023 by the members of the Compensation Committee.
Stephen Hagge, Chair
Andrea Funk
James Miller
Josef Müller
Marsha Williams
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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 2017.
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 |
| Timothy Donahue | 2017 | $1,000,000 | $5,200,004 | $2,295,600 | $2,810,148 | $634,208 | $11,939,960 |
President and Chief Executive Officer | 2016 | 915,000 | 5,051,113 | 2,594,849 | 1,994,476 | 419,188 | 10,974,626 |
| 2015 | 645,000 | 1,612,495 | 1,473,235 | 187,019 | 38,122 | 3,955,871 | |
| Thomas Kelly | 2017 | 605,000 | 1,088,964 | 925,892 | 1,532,894 | 307,844 | 4,460,594 |
Senior Vice President and Chief Financial Officer | 2016 | 575,000 | 1,035,302 | 1,134,360 | 1,263,055 | 222,240 | 4,229,957 |
| 2015 | 528,000 | 897,576 | 761,682 | 591,150 | 91,490 | 2,869,898 | |
| Gerard Gifford | 2017 | 640,000 | 1,625,030 | 1,129,958 | 2,482,355 | 995,275 | 6,872,618 |
| Executive Vice President and Chief Operating Officer | 2016 | 600,000 | 1,308,274 | 1,292,640 | 2,051,731 | 868,177 | 6,120,822 |
| 2015 | 578,000 | 1,260,027 | 1,387,200 | 1,707,355 | 903,153 | 5,835,735 | |
| Didier Sourisseau (4) | 2017 | 501,633 | 874,978 | 699,726 | 2,760,727 | 617,628 | 5,454,692 |
| President-European Division | |||||||
| Djalma Novaes | 2017 | 540,000 | 944,972 | 635,904 | 904,365 | 175,813 | 3,201,054 |
| President-Americas Division | 2016 | 510,000 | 892,798 | 944,928 | 791,196 | 137,162 | 3,276,084 |
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 |
| Timothy Donahue | 2022 | $1,315,000 | $7,364,000 | $599,969 | $0 | $21,167 | $9,300,136 |
President and Chief Executive Officer | 2021 | 1,260,000 | 6,368,770 | 3,024,000 | 1,106,979 | 55,316 | 11,815,065 |
| 2020 | 1,200,000 | 6,239,951 | 2,880,000 | 5,714,297 | 1,486,791 | 17,521,039 | |
| Kevin Clothier (4) | 2022 | 535,000 | 1,123,600 | 156,220 | 0 | 4,575 | 1,819,395 |
Senior Vice President and Chief Financial Officer | |||||||
| Gerard Gifford | 2022 | 805,000 | 1,972,140 | 279,134 | 0 | 10,015 | 3,066,289 |
| Executive Vice President and Chief Operating Officer | 2021 | 780,000 | 1,857,474 | 1,482,000 | 0 | 66,651 | 4,186,125 |
| 2020 | 745,000 | 1,825,533 | 1,415,500 | 1,230,335 | 436,704 | 5,653,072 | |
| Djalma Novaes | 2022 | 650,000 | 1,137,547 | 557,960 | 0 | 46,141 | 2,391,648 |
| President – Americas Division | 2021 | 620,000 | 1,054,698 | 948,352 | 235,099 | 163,461 | 3,021,610 |
| 2020 | 600,000 | 1,050,026 | 960,000 | 1,516,241 | 401,094 | 4,527,361 | |
| Hock Huat Goh (4) (5) | 2022 | 517,500 | 698,665 | 30,222 | 0 | 1,141,474 | 2,387,861 |
| President – Asia Pacific | |||||||
| Division | |||||||
| Robert Bourque (6) | 2022 | 400,000 | 0 | 93,120 | 0 | 986,906 | 1,480,026 |
| Former President - Transit | 2021 | 575,000 | 950,074 | 737,840 | 350,458 | 319,197 | 2,932,569 |
| Packaging Division | 2020 | 550,000 | 935,019 | 660,000 | 1,731,920 | 372,938 | 4,249,877 |
| (1) | The amounts in this column, computed in accordance with current Financial Accounting |
| 54 |
Mr. Goh: $232,890 for 2022; and Mr. Bourque: $318,110 for 2021 and $311,684 for 2020. Mr. Bourque forfeited his 2022 award on his departure. 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: $9,818,704 for 2022, $8,472,712 for 2021 and $8,024,762 for 2020; Mr. Clothier: $1,498,144 for 2022; Mr. Gifford: $2,629,540 for 2022, $2,471,088 for 2021 and $2,347,651 for 2020; Mr. Novaes: $1,516,740 for 2022, $1,403,094 for 2021 and $1,350,374 for 2020; Mr. Goh: $931,550 for 2022; and Mr. Bourque: $1,263,928 for 2021 and $1,202,442 for 2020. Upon his departure, Mr. Bourque forfeited his 2022 award. 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 W, “Stock-Based Compensation” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There can be no assurance that the amounts related to performance-based shares will ever be realized by the NEOs.
| (2) |
| (3) | The amounts in this column for |
| T. Donahue | T. Kelly | G. Gifford | D. Sourisseau | D. Novaes | |||||||
| T. Donahue | K. Clothier | G. Gifford | D. Novaes | H. Goh | R. Bourque | ||||||
| Change in Value of SERP Life Insurance | $561,283 | $295,044 | $419,675 | $515,232 | $171,763 | $ 0 | $ 0 | $ 0 | $ 99,845 | ||
| FICA on Change in SERP Valuation | 43,160 | 0 | 154,945 | 0 | 0 | 16,592 | 0 | 5,440 | 4,166 | 0 | 142,009 |
| Automobile Allowance | 25,715 | 8,750 | 9,115 | 35,843 | 0 | ||||||
| Defined Contribution Plan Company Contributions * | 4,050 | 4,050 | 4,050 | 66,553 | 4,050 |
4,575 |
4,575 |
6,092 |
4,575 | ||
| Overseas Housing Allowance | 0 | 0 | 24,995 | 0 | 0 | ||||||
| Third Country National Expat Benefits ** | 0 | 0 | 382,495 | 0 | 0 | ||||||
| Relocation Expenses | 0 | 0 | 37,400 | 0 | |||||||
| Other | 0 | 0 | 1,135,382** | 740,477** | |||||||
| Total | $634,208 | $307,844 | $995,275 | $617,628 | $175,813 | $21,167 | $4,575 | $10,015 | $46,141 | $1,141,474 | $986,906 |
| * | See the |
| ** |
| (4) | Neither Mr. |
| (5) | Certain components of Mr. Goh’s compensation for |
| (6) | Mr. Bourque received stock awards in 2022 with a total grant date fair value of $1,020,104 (see pp. 49-50), but these were forfeited upon his departure from the Company. |
| 55 |
Grants of Plan-Based Awards
The following table provides information about the annual incentive bonuses that the Company'sCompany’s NEOs were eligible to receive for 20172022 under the Company's AnnualCompany’s Economic Profit Incentive Bonus Plan and stock-based awards granted in 20172022 to each of the Company'sCompany’s NEOs under the Company'sCompany’s Stock-Based Incentive Compensation Plan. There can be no assurance that the fair value of the performance-based stock awarded to the Company'sCompany’s NEOs in 20172022 will ever be realized by the NEOs. For further information and the assumptions made in determining the grant-date fair values of the stock awards, see Notes A and PW to the Company'sCompany’s financial statements in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Name | Grant Dates of Equity Awards | Estimated Future Payouts under Non- Equity Incentive Plan Awards (1) | Estimated Future Payouts under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) | 2017 Grant Date Fair Value of Stock and Option Awards (4) ($) | ||||
| Minimum ($) | Target ($) | Maximum ($) | Minimum (Shares) | Target (Shares) | Maximum (Shares) | ||||
| Timothy Donahue | 2/28/2017 (5) | 0 | 1,200,000 | 2,400,000 | 0 | 66,786 | 133,572 | 32,490 | 5,200,004 |
| Thomas Kelly | 02/28/2017 (6) | 0 | 484,000 | 968,000 | 0 | 13,986 | 27,972 | 6,804 | 1,088,964 |
| Gerard Gifford | 2/28/2017 and 4/03/2017 (7) | 0 | 585,125 | 1,170,250 | 0 | 20,876 | 41,752 | 10,167 | 1,625,030 |
| Didier Sourisseau | 4/03/2017 (8) | 0 | 353,048 | 706,096 | 0 | 11,252 | 22,504 | 5,508 | 874,978 |
| Djalma Novaes | 2/28/2017 (9) | 0 | 432,000 | 864,000 | 0 | 12,137 | 24,274 | 5,904 | 944,972 |
Name
| Grant Dates of Equity Awards | Estimated Future Payouts under Non- Equity Incentive Plan Awards (1)
| Estimated Future Payouts under Equity Incentive Plan Awards (2)
| All Other Stock Awards: Number of Shares of Stock or Units (3) | 2022 Grant Date Fair Value of Stock and Option Awards (4) ($) | ||||
| Minimum ($) | Target ($) | Maximum ($) | Minimum (Shares) | Target (Shares) | Maximum (Shares) | ||||
| Timothy Donahue | 1/5/2022 (5) | 0 | 1,643,750 | 3,287,500 | 0 | 43,826 | 87,652 | 22,703 | 7,364,000 |
| Kevin Clothier | 1/5/2022 (6) | 0 | 428,000 | 856,000 | 0 | 6,687 | 13,374 | 3,464 | 1,123,600 |
| Gerard Gifford | 1/5/2022 (7) | 0 | 764,750 | 1,529,500 | 0 | 11,737 | 23,474 | 6,080 | 1,972,140 |
| Djalma Novaes | 1/5/2022 (8) | 0 | 520,000 | 1,040,000 | 0 | 6,770 | 13,540 | 3,507 | 1,137,547 |
| Hock Huat Goh | 1/5/2022 (9) | 0 | 414,000 | 828,000 | 0 | 4,158 | 8,316 | 2,154 | 698,665 |
| Robert Bourque | 1/5/2022 (10) | 0 | 480,000 | 960,000 | 0 | 0 | 0 | 0 | 0 |
| (1) | These amounts represent the range of annual non-equity incentive bonuses for which the NEOs were eligible in |
| (2) | These amounts represent the range of stock-based compensation that might be realized under the |
| 56 |
| (3) | These amounts represent time-based restricted stock awarded in |
| (4) | These amounts represent the grant-date fair value of time-based restricted stock and performance-based restricted stock awarded in 2022. |
| (5) | Represents grant to Mr. Donahue of |
| (6) | Represents grant to Mr. |
| (7) | Represents grant to Mr. Gifford of |
| (8) | Represents grant to Mr. |
| (9) | Represents grant to Mr. Goh of 6,312 shares of stock-based compensation under the 2013 Stock Plan. Time-based restricted stock totaling 2,154 shares vests over a three-year period as follows: 718 shares on January 5, 2023, January 5, 2024 and January 6, 2025, respectively. The remaining 4,158 shares of performance-based restricted stock vest on January 6, 2025 as follows: 2,154 shares based on the Company’s ROIC from January 1, 2022 to December 31, 2024 compared to the established ROIC target; 2,004 shares based on the Company’s TSR for that same period versus the TSR of a defined peer group of companies. The final number of performance-based shares actually vesting may vary from 0 to 8,316. |
| (10) | Upon his departure from the Company, Mr. Bourque forfeited shares issued this year (see pp. 49-50). Under his employment agreement with the Company, Mr. Bourque was entitled to a pro-rated annual non-equity incentive bonus. |
| 57 |
Outstanding Equity Awards at Fiscal Year-End
The following table shows the number of shares covered by exercisable and unexercisable options (under "Option Awards") and unvested time-based restricted Common Stock and unvested performance-based restricted Common Stock (under "Stock Awards") held by the Company'sCompany’s NEOs on December 31, 2017.2022. There are no outstanding options. These outstanding equity awards have been granted to the Company'sCompany’s NEOs under the Company's 2006 andCompany’s 2013 stock-based incentive compensation plans.
| Option Awards | Stock 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 | 59,245 | 3,332,531 | 153,454 | 8,631,788 | ||||
| Thomas Kelly | 13,552 | 762,300 | 39,031 | 2,195,494 | ||||
| Gerard Gifford | 30,000 | 39.77 | 5/25/2021 | 18,976 | 1,067,400 | 54,140 | 3,045,375 | |
Didier Sourisseau(4) | 8,633 | 485,606 | 11,252 | 632,925 | ||||
Djalma Novaes | 11,759 | 661,444 | 33,940 | 1,909,125 | ||||
| Stock Awards | ||||
Name
| 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 | 47,088 | 3,871,104 | 142,535 | 11,717,802 |
| Kevin Clothier | 5,464 | 449,195 | 6,687 | 549,738 |
| Gerard Gifford | 13,201 | 1,085,254 | 40,577 | 3,335,835 |
| Djalma Novaes | 7,571 | 622,412 | 23,269 | 1,912,944 |
| Hock Huat Goh | 10,609 | 872,166 | 14,155 | 1,163,683 |
| Robert Bourque | 0 | 0 | 8,551 | 702,978 |
| (1) | These amounts represent outstanding unvested time-based restricted stock |
| (2) | Computed as of December 31, |
| 58 |
| (3) | These amounts represent outstanding unvested performance-based restricted stock |
| 59 |
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 20172022 upon the exercise of stock options or vesting of stock awards.
| Name | Option Awards | Stock Awards | ||
Number of Shares Acquired on Exercise | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (2) | Value Realized on Vesting (3) ($) | |
| Timothy Donahue | 33,104 | 1,760,660 | ||
| Thomas Kelly | 40,000 | 1,188,988 | 13,891 | 740,101 |
| Gerard Gifford | 19,791 | 1,054,509 | ||
| Didier Sourisseau | 3,125 | 177,906 | ||
| Djalma Novaes | 3,810 | 204,009 | ||
| Stock Awards | ||
Name
| Number of Shares Acquired on Vesting (1) | Value Realized on Vesting (2) |
| Timothy Donahue | 173,868 | 19,544,294 |
| Kevin C. Clothier | 2,000 | 200,380 |
| Gerard Gifford | 51,652 | 5,806,473 |
| Djalma Novaes | 29,124 | 3,273,816 |
| Hock Huat Goh | 20,916 | 2,314,612 |
| Robert Bourque | 25,853 | 2,906,042 |
| Amounts in this column |
| (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 |
| 60 |
Pension Benefits
The following table shows the present value of 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) ($) |
Timothy Donahue | Pension Plan SERP | 27 27 | 837,498 9,933,453 |
| Thomas Kelly | Pension Plan SERP | 26 26 | 870,391 4,994,642 |
Gerard Gifford | Pension Plan SERP/Restoration Plan (6) | 35 35 | 1,335,512 9,975,826 |
Didier Sourisseau | SERP | 27 | 2,760,727 |
| Djalma Novaes | Pension Plan SERP | 7 18 | 217,870 2,668,981 |
| Name | Plan Name (1)(2) | Number of Years Credited Service (3) | Present Value of Accumulated Benefit (4)(5) ($) |
| Timothy Donahue | Pension Plan SERP | 32 32 | 1,061,627 17,180,155 |
| Kevin Clothier | Pension Plan Restoration Plan (6) | 30 30 | 732,936 700,139 |
| Gerard Gifford | Pension Plan SERP/Restoration Plan (6) | 40 40 | 1,479,999 11,494,992 |
| Djalma Novaes | Pension Plan SERP | 12 23 | 443,597 5,114,318 |
| Robert Bourque (7) | Pension Plan SERP | 29 29 | 602,249 3,166,920 |
| (1) | The U.S. Pension Plan in which all U.S.-based NEOs |
| (2) | The annual benefit for |
| (3) | Years of service are rounded to the nearest full year. |
| (4) | The calculation of the lump-sum present value is based on assumptions that were in accordance with the guidelines of FASB ASC Topic 715 and that are discussed in Note |
| (5) | All of the benefits are vested with respect to the NEOs with the exception of Mr. Clothier’s participation in the |
| (6) | The annual supplemental retirement benefit for Mr. Gifford and Mr. Clothier 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. |
| (7) | Mr. Bourque was vested in his benefits under the U.S. Pension Plan and the SERP at the time of his termination of employment. |
| (8) | Mr. Goh does not participate in any of the above-listed pension plans. However, pursuant to the terms of his employment agreement, he is entitled to a retirement benefit equal to two times his base salary. Such benefit was paid to Mr. Goh in 2022 in anticipation of his upcoming retirement. |
| 61 |
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 will 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 tofor a one-year post-employment period prior to a change in control and for two years following a change in control.
Under the agreement for each of the NEOs, if the executive'sexecutive’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 (which is payable at the Company’s discretion for Mr. Clothier in the case of a voluntary termination) 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. 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, Clothier and Sourisseau,Goh, but on the target bonus for Messrs. Kelly, Gifford and Novaes. 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 Novaes and the actual bonus for Mr. Sourisseau.Messrs. Clothier and Goh. 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 agreement for each of the other 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.
| 62 |
Under the agreement for each 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 him (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
On August 29, 2022, Mr. Bourque’s employment was terminated by the Company. In connection with such termination, Mr. Bourque received the following payments and benefits pursuant to a separation letter agreement he entered into with the Company: a lump-sum payment of $600,000; a pro-rated annual non-equity incentive bonus of $93,120 paid as a lump sum in the normal course; continued coverage in the Company’s health plans for 12 months in the amount of $30,360; forgiveness of repayment of relocation expenses of $85,117; and an outplacement services allowance of $25,000 paid as a lump sum. All equity awards granted to Mr. Bourque that were unvested as of the termination date were forfeited, except Mr. Bourque’s 2020 performance-based shares remained outstanding and eligible to vest on the regularly scheduled vesting date as if no termination had occurred. On the regularly scheduled vesting dates in 2023, based on the comparison of actual results versus the applicable performance goals, 10,743 shares became vested, with a total value of $883,182 based on the closing price of the Company’s Common Stock on December 30, 2022 (see footnote 3 on page 59) on the vesting date. On the date of his termination of employment, Mr. Bourque was vested in his pension benefits under the U.S. Pension Plan and the SERP, and he will be eligible for benefits under the terms of the applicable plans. Mr. Bourque is subject to a non-competition provision for a one-year post-employment period.
| 63 |
The following table provides estimates of the potential severance and other post-termination benefits each NEO would receive assuming his employment was terminated as of December 31, 2017.
Name | Benefit | Termination upon Retirement, Disability or Death (2) ($) | 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) ($) |
| Timothy Donahue | Salary: | 3,000,000 | 3,000,000 | 3,000,000 | |
| Bonus: | 2,295,600 | 5,895,600 | 5,895,600 | 5,264,044 | |
Accelerated Restricted Stock Vesting: (1) | 3,332,531 | 11,964,319 | |||
| Total: | 5,628,131 | 8,895,600 | 8,895,600 | 20,228,363 | |
| Thomas Kelly | Salary: | 605,000 | 1,815,000 | ||
| Bonus: | 925,982 | 925,892 | 2,485,348 | ||
Accelerated Restricted Stock Vesting:(1) | 762,300 | 2,957,794 | |||
| Total: | 1,688,282 | 1,530,892 | 7,258,142 | ||
| Gerard Gifford | Salary: | 640,000 | 1,920,000 | ||
| Bonus: | 608,000 | 608,000 | 3,617,480 | ||
Accelerated Restricted Stock Vesting: (1) | 1,067,400 | 4,112,775 | |||
| Total: | 1,675,400 | 1,248,000 | 9,650,255 | ||
| Didier Sourisseau | Salary: | 501,633 | 1,504,899 | ||
| Bonus: | 699,726 | 699,726 | 1,355,556 | ||
Accelerated Restricted Stock Vesting: (1) | 485,606 | 1,118,531 | |||
| Total: | 1,185,332 | 1,201,359 | 3,978,986 | ||
| Djalma Novaes | Salary: | 540,000 | 1,620,000 | ||
| Bonus: | 635,904 | 635,904 | 1,130,985 | ||
Accelerated Restricted Stock Vesting: (1) | 661,444 | 2,570,569 | |||
| Total: | 1,297,348 | 1,175,904 | 5,321,554 |
Name
| Benefit
| Termination upon Retirement, Disability or Death (1) ($) | 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 (2) ($) |
| Timothy Donahue | Salary: | 3,945,000 | 3,945,000 | 3,945,000 | |
| Bonus: | 599,969 | 5,531,219 | 5,531,219 | 7,615,710 | |
| Accelerated Restricted Stock Vesting: (3) | 3,871,104 | 15,588,907 | |||
| Total: | 4,471,073 | 9,476,219 | 9,476,219 | 27,149,617 | |
| Kevin Clothier | Salary: | 535,000 | 1,605,000 | ||
| Bonus: | 156,220 | 156,220 | 679,591 | ||
| Accelerated Restricted Stock Vesting: (3) |
449,195 | 998,934 | |||
| Total: | 605,415 | 691,220 | 3,283,525 | ||
| Gerard Gifford | Salary: | 805,000 | 2,415,000 | ||
| Bonus: | 764,750 | 764,750 | 3,736,374 | ||
| Accelerated Restricted Stock Vesting: (3) |
1,085,254 | 4,421,089 | |||
| Total: | 1,850,004 | 1,569,750 | 10,572,463 | ||
| Djalma Novaes | Salary: | 650,000 | 1,950,000 | ||
| Bonus: | 557,960 | 557,960 | 2,795,692 | ||
| Accelerated Restricted Stock Vesting: (3) | 622,412 | 2,535,356 | |||
| Total: | 1,180,372 | 1,207,960 | 7,281,048 | ||
| Hock Huat Goh | Salary: | 517,500 | 1,552,500 | ||
| Bonus: | 30,222 | 30,222 | 2,124,250 | ||
| Accelerated Restricted Stock Vesting: (3) | 872,166 | 2,035,848 | |||
| Total: | 902,388 | 547,722 | 5,712,598 |
| (1) | The bonus amounts in this column assume a retirement scenario. In death or disability scenarios, the amounts for some of the NEOs would be different because, in these cases, bonus calculations are based on target, and not actual, bonus amounts. |
| (2) | In addition, as indicated in the Pension Benefits table, Messrs. Donahue, Gifford and Novaes are participants in the Company’s SERP. Currently, the SERP benefits are vested for each participant. 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. |
| (3) | In the case of retirement with Committee approval, disability or death, the vesting of time-based restricted stock awards |
1 Mr. Bourque was not employed by the Company on December 31, 2022, and he is not included in this table. Information with respect to the payments and benefits Mr. Bourque received in connection with his termination of employment on August 29, 2022 is provided on page 63 above.
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Pay Ratio Disclosure
Federal law requires that wethe Company disclose the ratio of our CEO'sits CEO’s total compensation to the total compensation of ourits median employee (excluding the CEO). Generally, the median employee is required to be identified only once every three years. The Company identified its median employee using salary/wages and bonus information from the Company’s payroll records as of December 31, 2021. The Company does not believe that in 2022 there were changes to the employee population or compensation arrangements that would result in a significant change to its pay ratio disclosure, and the Company has determined to use the same median employee for 2022. To determine thisthe 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, employedexcept that, pursuant to the de minimis exemption as permitted by SEC rules, we excluded all non-U.S. employees located in certain jurisdictions representing, in the aggregate, less than 5% of our total employees. The jurisdictions and numbers of non-U.S. employees excluded as of December 31, 2017.the date of determination were: Cambodia (780 employees), Indonesia (116 employees), Kenya (33 employees), Jamaica (37 employees), Bulgaria (57 employees), Trinidad (18 employees), Barbados (37 employees) and Tunisia (121 employees). The total number of employees in our global workforce (excluding the CEO) as of the date of determination, irrespective of any exemption, was 24,043 employees, 6,233 of whom were U.S. employees and 17,810 of whom were non-U.S. employees. After application of the de minimis exemption, the total number of U.S. employees used was 6,233, and the total number of non-U.S. employees used was 16,611. No assumptions, cost-of-living adjustments or other estimates with respect to compensation were made, except that the compensation was annualized for all full-time employees who began employment during 2017.2022. The Company identified itsCompany’s median employee by using total compensation fromwas based outside of the Company's payroll records as of December 31, 2017.U.S. The median employee'semployee’s total compensation was recalculatedcalculated 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. TheIn 2022, the median employee'semployee’s total compensation was $37,800,$33,598, and the total compensation of the CEO was $11,939,960.$9,300,136. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees of the Company, except the CEO, is 316:1.276.8.
Pay Versus Performance Disclosure
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| Year | Summary Compensation Table Total for PEO¹ ($) | Compensation Actually Paid to PEO¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | Net Income ($ Millions) | ROIC⁵ | |
TSR | Peer Group TSR ($) | |||||||
| 2022 | 9,300,136 | (6,982,448) | 2,229,044 | (650,485) | 115.28 | 104.04 | 727 | 12.4% |
| 2021 | 11,815,065 | 13,384,538 | 3,441,916 | 3,878,831 | 153.68 | 128.81 | (560) | 12.5% |
| 2020 | 17,521,039 | 28,558,037 | 5,185,685 | 7,151,936 | 138.13 | 118.34 | 579 | 10.8% |
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(1) Timothy Donahue was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
| 2020 | 2021 | 2022 |
| Thomas Kelly | Thomas Kelly | Kevin Clothier |
| Gerard Gifford | Gerard Gifford | Gerard Gifford |
| Djalma Novaes | Djalma Novaes | Djalma Novaes |
| Didier Sourisseau | Robert Bourque | Robert Bourque |
| Hock Huat Goh |
| (2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
| (3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. |
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) |
Exclusion of Stock Awards for PEO | Inclusion of Pension Service Cost for PEO ($) |
Inclusion of Equity Values for PEO |
Compensation Actually Paid to PEO |
| 2022 | 9,300,136 | 0 | (7,364,000) | 691,464 | (9,610,048) | (6,982,448) |
| 2021 | 11,815,065 | (1,106,979) | (6,368,770) | 716,307 | 8,328,915 | 13,384,538 |
| 2020 | 17,521,039 | (5,714,297) | (6,239,951) | 611,009 | 22,380,237 | 28,558,037 |
| Year |
Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) |
Average Exclusion of Stock Awards for Non-PEO NEOs | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) |
Average Inclusion of Equity Values for Non-PEO NEOs |
Average Compensation Actually Paid to Non-PEO NEOs |
| 2022 | 2,229,044 | 0 | (986,390) | 159,674 | (2,052,813) | (650,485) |
| 2021 | 3,441,916 | (248,755) | (1,287,047) | 294,478 | 1,678,239 | 3,878,831 |
| 2020 | 5,185,685 | (1,608,949) | (1,303,529) | 199,138 | 4,679,591 | 7,151,936 |
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The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) |
| 2022 | 3,979,926 | (13,395,521) | 0 | (194,453) | 0 | 0 | (9,610,048) |
| 2021 | 9,948,725 | (1,591,678) | 0 | (28,132) | 0 | 0 | 8,328,915 |
| 2020 | 14,578,713 | 7,972,735 | 0 | (171,211) | 0 | 0 | 22,380,237 |
Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
| 2022 | 533,100 | (2,053,999) | 0 | (258,899) | (273,015) | 0 | (2,052,813) |
| 2021 | 2,010,515 | (327,022) | 0 | (5,254) | 0 | 0 | 1,678,239 |
| 2020 | 3,045,471 | 1,678,931 | 0 | (44,811) | 0 | 0 | 4,679,591 |
| (4) | The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Containers & Packaging (DJUSCP) (“Dow Jones Containers & Packaging”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones Containers & Packaging, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
| (5) | We determined ROIC to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
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Description of Relationship Between PEO and Other NEO Compensation
Actually Paid and Company Total Shareholder Return (“TSR”)
*Note the TSR above is indexed to an initial $100 investment on December 31, 2019.
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Description of Relationship Between PEO and Other NEO
Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during the three most recently completed fiscal years.
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Description of Relationship Between PEO and Other NEO
Compensation Actually Paid and ROIC
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our ROIC. See the Compensation Discussion and Analysis – Calculation of ROIC (page 48) for more information on the ROIC calculation.
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Description of Relationship Between Company TSR and Peer Group TSR
Tabular List of Most Important Financial Performance Measures
The following presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2022 to Company performance. The measures in this list are not ranked.
| Modified Operating Cash Flow |
| Economic Profit |
| Total Shareholder Return vs Peers |
| Return on Invested Capital |
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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 2018. PricewaterhouseCoopers performs annual audits of the Company's financial statements and assists the Company in the preparation of various tax returns around the world.2023. 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.Meeting. 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, 20172022 and December 31, 2016.2021. 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-related services performed in connection with statutory requirements in various countries.
(3) Tax ComplianceTax-Related Fees were for services rendered for (a) tax compliance, including the preparation of tax returns and claims for refunds.
(4) All Other Fees
were for services rendered for assistance provided primarily to non-U.S. subsidiaries.The amount of fees for each category in 20172022 and 20162021 are set forth below.
| 2017 | 2016 | |
| Audit Fees | $6,204,000 | $7,191,000 |
| Audit-Related Fees | 830,000 | 383,000 |
| Tax Compliance Fees | 290,000 | 556,000 |
| Tax Advisory Services Fees | 1,599,000 | 1,058,000 |
| All Other Fees | 102,000 | 197,000 |
| 2022 | 2021 | |
| Audit Fees | $7,923,208 | $8,256,000 |
| Audit-Related Fees | 687,703 | 2,685,000 |
| Tax-Related Fees1 | 1,458,229 | 1,677,000 |
| All Other Fees | 12,305 | 81,000 |
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 the Company'sCompany’s independent auditors. In addition to the Audit Committee'sCommittee’s annual pre-approval, under the Audit Committee Charter the Chair 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 2017 the Chair reviewedDuring 2022, no such approvals were required.
1 Includes tax compliance fees and approved services with fees totaling approximately $250,000.tax advisory service fees.
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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, 20172022 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, 2017.
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, 2017.
This report is respectfully submitted on February 21, 201822, 2023 by the members of the Audit Committee.
B. Craig Owens, Chair
Richard Fearon
Andrea Funk
Josef Müller
Angela Snyder
Caesar Sweitzer
Dwayne Wilson
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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 2018.
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.
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PROPOSAL 3: ADVISORY VOTE 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 advisorySay-on-Pay votes on executive compensation on an annual basis, and it expects to conduct the next advisorySay-on-Pay vote at the Company's 2019Company’s 2024 Annual Meeting of Shareholders.
The Board of Directors encourages Shareholders, in deciding whether to vote in favor of the advisory resolution below, to review the compensation-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 20172022 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 Shareholdershareholder 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 & Analysis, the compensation tables and the related disclosure contained in the Company'sCompany’s Proxy Statement for its 20182023 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.
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PROPOSAL 4: ADVISORY VOTE ON FREQUENCY 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 2017 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 the 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 2029 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.
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PROPOSAL 5: CONSIDERATION OF SHAREHOLDER PROPOSAL TO AMEND
The Company has been advised that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who adviseshas indicated that he holds at least 100 shares of stock in the Company, intends to submitpresent 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.
Proposal 5 – Shareholder Proxy Access Enhancement
Shareholders request that the boardBoard seek shareholder approval of directorsany senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.
“Severance or termination payments” include cash, equity or other compensation that is paid out or vests due to amend its proxy access bylaw provisionsa senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and any associated documents,change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to includetermination.
“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.
The Board shall retain the following changes foroption to seek shareholder approval after material terms are agreed upon.
Generous performance-based pay can be okay but shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target bonus better aligns management pay with shareholder interests.
For instance at one company, that does not have this policy, if the purpose of decreasingCEO is terminated he could receive $44 million in termination pay – over 10 times his base salary plus short-term bonus. The same person could receive a whopping $124 million in accelerated equity payouts even if he remained employed in the average amount of Company common stock the average memberevent of a nominating group wouldchange in control.
It is in the best interest of Crown shareholders and the morale of Crown employees to be required to holdprotected from such lavish management termination packages for 3-years to satisfy the aggregate ownership requirements to form a nominating group and to increase the possible number of proxy access director candidates:one person.
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It is important to make surehave this policy in place so that Crown management stays focused on improving company performance as opposed to seeking an ill-advised merger mostly to trigger a management golden parachute windfall. From March 2022 to October 2022 Crown stock fell from $125 to $68.
Shareholder Ratification of Excessive Termination Pay, the current limitationtopic of 20 shareholders is not a deterrent to shareholders using proxy access.
AbbVie (ABBV)
FedEx (FDX)
Spirit AeroSystems (SPR)
Alaska Air (ALK)
Fiserv (FISV)
Please vote to increase management accountability to shareholders: yes:
Shareholder Proxy Access EnhancementRatification of Termination Pay – Proposal 4.
THE COMPANY'S STATEMENT IN OPPOSITIONCOMPANY’S RESPONSE TO PROPOSAL 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“AGAINST” Proposal 45 for the following reasons.reasons:
| - | it would create a competitive disadvantage in recruitment and retention of executives |
| - | we already invite meaningful input from Shareholders on executive pay |
| - | it would conflict with our Shareholder-approved compensation strategy |
| - | it would unduly restrict the work of the Compensation Committee |
See below for more details.
The proposal is not in the best interests of Shareholders because it could place us at a competitive disadvantage by limiting our ability to retain and attract highly qualified executives.
The container and packaging industry and the market for our products is highly competitive. To support our objective of attracting, retaining, and motivating a team of highly qualified executives, our Board of Directors and Compensation Committee believe it is necessary to provide key executives with market-competitive severance benefits upon a qualifying termination of employment, including in connection with a change in control. Our compensation consultants advise that most executive-level candidates expect market level severance benefits as part of a comprehensive compensation package. If we do not provide these benefits, our programs will be less attractive to candidates, jeopardizing our ability to attract and retain highly qualified executives to join the Company.
Moreover, if our offers to top candidates contain severance benefits that are contingent upon Shareholder ratification (which potentially could occur months after an offer is extended), these benefits likely will be viewed as too uncertain, putting us at a severe competitive disadvantage in our efforts to recruit and retain highly qualified executives.
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In addition, calling a special meeting of Shareholders to obtain prior approval of a severance arrangement that would provide benefits in excess of the specified cap would be expensive, time-consuming and impractical and would severely disadvantage the Company’s ability to recruit and retain highly qualified executives. Top executives, when informed that the terms of their compensation arrangements require a binding Shareholder approval, would likely be unwilling to sit on the sidelines pending such approval and may instead seek employment elsewhere, including at one of the Company’s competitors who do not face similar restrictions on their ability to offer severance protection. Even if the severance arrangement could instead be ratified by Shareholders after the fact, the potential for Shareholders to reject the severance arrangement—potentially many months after entering an agreement with the executive—would likely cause candidates to view the promised severance benefits as too uncertain to merit serious consideration. Delay and uncertainty would be injected into the hiring and compensation review process, disadvantaging the Company in its efforts to recruit and retain the best available executive talent.
The proposal is unnecessary because we provide Shareholders with significant opportunities to provide input on executive pay through the annual say-on-pay vote and our robust, year-round Shareholder outreach program.
Every year, we hold a say-on-pay advisory vote giving our Shareholders the ability to vote on our executive compensation program. Supplementing this vote, we have a robust year-round Shareholder outreach program in which we actively engage with our Shareholders to get their feedback on, among other things, our compensation practices. To date, the feedback we have heard from our Shareholders on our executive compensation program has been overwhelmingly positive.
We believe that our ongoing Shareholder engagement, along with the annual re-election by Shareholders of the Directors serving on our Compensation Committee, are the most effective method of providing Shareholders with a voice on our executive compensation program. Requiring additional, binding Shareholder approval of specific elements of our compensation program is unlikely to provide Shareholders with more effective input and, as discussed above, carries the risk of jeopardizing our ability to attract and retain highly qualified candidates.
In addition, the rules of the Securities and Exchange Commission require a separate approval, on an advisory basis, by Shareholders of “golden parachute” compensation agreements or understandings payable to named executive officers in connection with change-in-control transactions. If we were to undergo a change in control, Shareholders would have the opportunity to vote on any such severance arrangements with our executives.
Our existing proxy access By-Law strikes the right balance between promotinglong-term incentive plans, under which our executives receive their equity-based compensation, have enjoyed overwhelming Shareholder nomination rights and protecting the interests of all our Shareholders.
The Company’s long-term incentive plans are designed to aggregate their shares to reach the required 3% ownership threshold (with a group of investment funds under common management and
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adoption of the norm, can exceedCompany’s 2022 Stock-Based Incentive Compensation Plan. At the established 20% limit and can potentially abuse the purposes of proxy access.
Because the proposal, if implemented, could require Shareholder approval in order for certain management employees to realize the full value of their equity awards upon a qualifying termination, including with respect to a change-in-control transaction or in the event of the employee’s death or disability, the practical effect of Proposal 5 would be to discourage the Company from structuring executive compensation to include long-term equity incentive awards. Accordingly, Proposal 5 directly conflicts with a core objective of the Company’s long-term incentive plans—to align shareholder and executive officer interests.
We believe long-term performance is a critical measure of success at the Company. Equity incentives in the form of performance-based and time-based share awards support the achievement of our business strategies and goals, align financial rewards with the economic interests of our Shareholders, provide a performance-driven avenue for significant stock ownership by our executive officers, and promote retention of the leadership talent that allow Shareholdersis critical to propose Director nomineesour success. These long-term equity incentive awards are a fundamental element of our compensation programs and are granted to and accepted by employees with the Nominating and Corporate Governance Committee; and Shareholders'expectation that they will be given a fair opportunity to realize the full value of these awards if the Company performs well against its strategic goals.
The proposal would unduly restrict the Compensation Committee’s ability to nominatestructure compensation programs.
We believe that the Compensation Committee, which consists solely of independent Directors outsidesubject to annual re-election by the Company’s Shareholders and which oversees all matters regarding executive compensation, is best positioned to oversee the design and structure of our executive compensation program to address our needs as a global company. Our employees are located in numerous jurisdictions and their compensation arrangements are subject to, and greatly influenced by, numerous laws, rules, and regulations of the proxy access process.
For the reasons set forth above, our Board of Directors and Compensation Committee do not believe that requiring a separate binding Shareholder vote on severance pay is appropriate. Accordingly, the Board of Directors 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.
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Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and certain officers to Amendfile reports of holdings and transactions in Company stock with the Company's Existing Proxy Access By-Law.
Based on our records and other information, we believe that in fiscal 2022 all of the Company’s Directors and Executive Officers met all applicable Section 16(a) filing requirements with one exception. On July 13, 2022, the Company’s Vice President and Corporate Controller filed a Form 4 to report a restricted stock award of 3,000 shares that was originally granted on June 20, 2022. The reporting of this award was delayed due to an administrative error.
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 | |
| March |
 |
 | Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 | ||
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors Recommends a Vote FOR Items 1 through 3 and AGAINST Item 4.
| 1. | Election of | 01 | Timothy J. Donahue | 08 | B. Craig Owens | □ | Vote FOR | □ | WITHHOLD Vote | |
| directors: | 02 | Richard H. Fearon | 09 | Angela M. Snyder | all nominees | from all nominees | ||||
| 03 | Andrea J. Funk | 10 | Caesar F. Sweizer | (except as marked) | ||||||
| 04 | Stephen J. Hagge | 11 | Andrew J. Teno | |||||||
| 05 | Jesse A. Lynn | 12 | Marsha C. Williams | |||||||
| 06 | James H. Miller | 13 | Dwayne A. Wilson | |||||||
| 07 | Josef M. Müller |
| ( | ||||||||
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. | ) | |||||||
The Board of Directors Recommends a Vote FOR Items 2 and 3, “Every Year” for Item 4 and AGAINST Item 5. | ||||||||||
| 2. | Ratification of the appointment of independent auditors for the fiscal year 2023.ending December 31, | □ | Abstain | |||||||
| 3. | ||||||||||
Approval by advisory vote of the resolution on executive compensation | □ | For | □ | Against | □ | Abstain | ||||
| 4. | Approval by advisory vote on the frequency of future Say-on-Pay votes. | □ | Every Year | □ | Every Two Years | □ | Every Three Years | □ | Abstain | |
| 5. | Consideration of a Shareholder’s proposal seeking Shareholder ratification of termination pay. | □ | For | □ | Against | □ | Abstain | |||
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ITEMS 1 THROUGH 3, “EVERY YEAR” FOR ITEM 4 AND AGAINST ITEM 5. | |||
| Date | ||||||||||
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, 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 20182023 Annual Meeting of Shareholders will be held
on April 26, 201827, 2023 at 9:30 a.m. at:
The Westin Tampa Waterside
725 South Harbour Island Boulevard
Tampa, Florida
Copies of the following materials are available at
www.crowncork.com/investors/governance/proxy-online
• the Proxy Statement relating to the Annual Meeting of Shareholders
• this Proxy Card
• the Annual Report to Shareholders
| | Crown Holdings, Inc. Hidden River Corporate Center Two 14025 Riveredge Drive, Suite 300 Tampa, Florida 33637 | PROXY |
Proxy for Annual Meeting of Shareholders to be held on April 26, 2018
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Timothy J. Donahue, Thomas A. KellyKevin C. Clothier and William T. GallagherAdam J. Dickstein as Proxies,Proxy Holders, 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 6, 20187, 2023 at the Annual Meeting of Shareholders to be held at One Crown Way, Philadelphia, PennsylvaniaThe Westin Tampa Waterside, 725 South Harbour Island Boulevard, Tampa, Florida on April 26, 201827, 2023 at 9:30 a.m., or any adjournments thereof, for the items shown on the reverse side and, in the discretion of the Proxies,Proxy Holders, 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 ProxiesProxy Holders 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.
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named Proxy Holders to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
: | ( | * | ||
| INTERNET/MOBILE | PHONE | |||
| www.proxypush.com/cck | 1-866-883-3382 | |||
| Use the internet to vote your proxy | Use a touch-tone telephone to | Mark, sign and date this proxy | ||
| until 11:59 p.m. (ET) on | vote your proxy until 11:59 p.m. | card and return it in the | ||
| April 26, 2023 | (ET) on April 26, 2023 | postage-paid envelope provided. |
| Voting your Proxy by Internet or Telephone | ||
| • Please have your Proxy Card and control number available. | ||
| • You do NOT need to mail back your Proxy Card. | ||