WHAT WE DO

üInclude a sustainability criterion for the Board’s annual evaluation of the CEO

WHAT WE DON’T DO

Please read the CD&A, beginning on page 31,34, for a more detailed description of the Company’s executive compensation program.

Proposal 4 – Proposal to Amend Articles of Incorporation to Reduce the Minimum and Maximum Size of Board of Directors

The Board believes that the proposed amendment will align the Company’s Board structure with current practice at U.S. public companies while continuing to allow for a Board with diverse talents and perspectives, as well as demonstrated experience and expertise. The proposed amendment to the Articles will result in a size range for the Board that the Board believes will support the culture of critical thinking and thoughtful discussion in the boardroom.

The Board recommends that you vote FOR Proposal 4.

Proposal 5 – Consideration of Shareholder Proposal Regarding Transparency in Political Spending

Mr. John Chevedden has advised he intends to present a Shareholder proposal regarding transparency in political spending.

The Board has carefully considered this Shareholder proposal and recommends that you vote AGAINST Proposal 5.

QUESTIONS & ANSWERS ABOUT THE 20212024 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, 2020,2023, 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 conducted via the Internetheld on April 22, 2021May 2, 2024 at 9:30 a.m. Eastern Time. All ShareholdersTime at The Westin Tampa Waterside located at 725 South Harbour Island Boulevard, Tampa, Florida. As a Shareholder of the Company, you are cordially invited to attend our virtualthe Annual Meeting and are entitled and requestedencouraged to exercise your right 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 15, 2021.25, 2024.

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 called a Proxy Holder. On the Proxy Card you will find the names of the persons designated by the Company to act as Proxy Holders to vote your shares at the Annual Meeting. The Board is asking you to allow any of the persons named as Proxy Holders on the Proxy Card (all of whom are Officers of the Company) to vote your shares at the Annual Meeting. The Proxy 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 2, 202112, 2024 (“Record 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 134,912,097xxx,xxx,xxx shares of Common Stock outstanding.

What is the difference between a “record owner” and a “beneficial owner”?

Record Owners: If your shares are registered directly in your name with EQ Shareowner Services, the Company’s stock transfer agent, you are considered the “Shareholder of record” or “record owner” with respect to those shares. You vote your shares directly and may attend the Annual Meeting. You also may participate in and vote online directly duringat the Annual Meeting with no prior authorizations required.

Beneficial Owners: If your shares are held in an account at a brokerage firm, bank or trust as custodian on your behalf, you are considered the “beneficial owner” of those shares. Your shares are registered on the Company’s books in the name of the brokerage firm, bank or trust, or its nominee. Shares held in this manner are commonly referred to as being held in “street name.” As the beneficial owner of the shares, you have the right to direct your broker, bank or trustee how to vote your shares by using the voting instruction form sent to you along with this Proxy Statement. You also are invited to attend the virtual Annual Meeting andMeeting. However, because a beneficial owner is not the Shareholder of record, you may not vote online duringthese shares in person at the Annual Meeting, by followingor participate in the instructions provided by yourAnnual Meeting, unless you obtain a legal proxy from the broker, bank or trust with your voting instruction form.

who is the Shareholder of record, or holds a legal proxy from the Shareholder of record, giving you the right to vote the shares at the Annual Meeting.

What proposals will be voted on at the Annual Meeting?

Shareholders will vote on threefive proposals at the Annual Meeting:

The Company also will consider any other business that properly comes before the Annual Meeting in accordance with Pennsylvania law and the Company’s By-Laws.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote your shares:

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 Proxy 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’s By-Laws. Also, if for any reason any of our nominees are not available as candidates for Director, the Proxy 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 during the virtual meeting. in person.

You may vote by Proxy:

You may vote in person:

The deadline for voting by telephone or electronically through the Internet is 11:59 p.m. Eastern Time, April 21, 2021.May 1, 2024.

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 attend and vote onlinein 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’ 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”) rules. All other matters to be voted on at this year’s Annual Meeting are not considered routine, and your broker cannot vote your shares on those non-routine matters without your instruction (“broker 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, by attendance at the virtual Annual Meetingin 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 abstain votes
on the other proposals will be counted in determining the presence of a quorum, as well aswill 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’s independent auditors (Proposal 2).

Under Pennsylvania law and the Company’s By-Laws, ABSTAIN votes and broker non-votes are not considered to be “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.

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, by those in attendance at the virtual Annual Meetingperson or by Proxy, subject to the Company’s By-Law provision described below. The Company’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 of votes cast” means the number of shares voted FOR a Director’s election exceeds 50% of the total number of votes cast with respect to the Director’s election. “Votes cast” includes only FOR and WITHHOLD votes. Under Pennsylvania law and the Company’s By-Laws, broker non-votes are not considered to be “votes” and, therefore, will not be given effect either as FOR or WITHHOLD votes in the context of Proposal 1.

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 certification of election results. If the Board does not accept the incumbent’s resignation, such Director will continue to serve until the next Annual Meeting and until his or her successor is duly elected and qualified or until such Director’s earlier death, resignation or removal. If the Board accepts the Director’s resignation, the Board may fill the resulting vacancy or decrease the size of the Board pursuant to the Company’s By-Laws. To be eligible to stand for election, each nominee who agrees to be nominated must agree in writing to be bound by the By-Law resignation provisions in the event the nominee does not receive a majority of the votes cast in an uncontested election.

What vote is needed to approve all other proposals?

Proposals 2, 3, 4 and 35 require a FOR vote of a majority of the votes cast, by those in attendance at the virtual Annual Meeting orperson and 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 the Company’s Corporate Secretary, so long as it is delivered to the Corporate Secretary at the Company’s principal executive offices prior to the beginning of the Annual Meeting, or given to the 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 voting your shares electronically duringattending the Annual Meeting.Meeting and voting in person by ballot. If you are a beneficial owner, please follow the instructions provided by your broker, bank or trust withas to how you may change your voting instruction formvote or obtain a legal proxy to vote your shares if you wish to cast your vote electronicallyin person at the Annual Meeting.

Who can attend the Annual Meeting?

Our virtual Annual Meeting will be conducted onOnly Company employees and Shareholders as of the Internet via webcast. Shareholders of record on March 2, 2021 will be able to participate online, vote their shares electronically and submit questions during12, 2024 Record Date may attend the Annual Meeting by visiting:

www.virtualshareholdingmeeting.com/CCK2021

To participate inMeeting. 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 16-digit control number included on yourCompany in the form of a statement from the brokerage firm, bank or trust or a legal proxy cardfrom that institution showing you as a beneficial owner of Company shares or your voting instruction form. Theas the sole legal proxy of a beneficial owner. All Annual Meeting will begin promptly at 9:30 a.m. Eastern Time. We encourage youattendees may be asked to accesspresent valid, government-issued photo identification, such as a driver’s license or passport, before entering the Annual Meeting priorMeeting. Attendees will be subject to security inspections and will be required to comply with other security and procedural measures in place at the start time. Online accessAnnual Meeting. Please arrive early enough to allow yourself adequate time to clear security. You will begin at 9:15 a.m. Eastern Time.

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Microsoft Edge, Firefox, Chrome and Safari) andnot be allowed to use video or audio recording devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants also should allow plentyRepresentatives of time to log in and ensure that they can hear streaming audio priorthe Company will be at the entrance to the startAnnual Meeting, and these representatives will be authorized on the Company’s behalf to determine whether the admission policies and procedures are being followed and whether you will be granted admission to the Annual Meeting.

Health Protocols:

For the health and safety of our Shareholders and employees, we ask that you follow all applicable health orders in place at the time of the Annual Meeting.

As the state of applicable health orders are subject to change following the date of this Proxy Statement, we encourage Shareholders may submit questions during the Annual Meeting. If you wishwho plan to submit a question, you may do so by logging into the virtual meeting platform at

www.virtualshareholdingmeeting.com/CCK2021

and typing your question into the “Ask a Question” field, and clicking “Submit.” Questions pertinent toattend the Annual Meeting will be answered duringin person to review the Annual Meeting, subject to time constraints.latest guidance from the Centers for Disease Control

If you encounter any difficulties accessingand Prevention and the virtual Annual Meeting duringFlorida Department of Health, as well as the check-in or meeting time, please call 844-986-0822 (Toll Free) or 303-562-9302 for assistance. Technical support will be available beginning at 9:15 a.m. Eastern Time on April 22, 2021 through the conclusion of the Annual Meeting.Company’s website at:

Additional information regarding matters addressing technical and logistical issues, including technical support duringwww.crowncork.com/investors/governance/proxy-online

prior to attending. Individuals experiencing cold/flu-like symptoms should not attend the Annual Meeting will be available atin 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.

www.virtualshareholdingmeeting.com/CCK2021

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”) 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 to assist in the solicitation of Proxies for a fee of $10,000 plus reimbursement for out-of-pocket expenses and certain additional fees for services rendered in connection with such solicitation. Certain Officers and employees of the Company may also solicit Proxies by mail, telephone, Internet or facsimile or in person without any extra compensation. The Company bears the cost of soliciting Proxies.

What is the deadline for proposals for consideration or for nominations of individuals to serve as Directors at the 20222025 Annual Meeting of Shareholders?

Proposals to be Considered for Inclusion in the Company’s Proxy Materials:

In order to be considered for inclusion in the Proxy Statement for the Company’s 20222025 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., 770 Township Line Road, Yardley, PA 19067Hidden River Corporate Center Two, 14025 Riveredge Drive, Suite 300, Tampa, FL 33637 not later than November 15, 2021.25, 2024.

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

Under certain circumstances, Shareholders may submit nominations for Directors for inclusion in the Company’s proxy materials by complying with the proxy access requirements in the Company’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 16, 202126, 2024 nor after November 15, 2021.25, 2024.

Other Business and Director Nominations to Be Brought Before the 20222025 Annual Meeting of Shareholders:

The Company’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 16, 202126, 2024 nor after November 15, 2021.25, 2024. The notice must describe various matters regarding the nominee or proposed business. Any Shareholder desiring a copy of the Company’s By-Laws will be furnished one copy without charge upon written request to the Corporate Secretary.

How can I access the Proxy materials on the Internet?

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

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

Information included on the Company’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, 20202023 with the SEC on February 26, 2021.27, 2024. A copy of the Company’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., 770 Township Line Road, Yardley, PA 19067Hidden 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 Annual Report and filings with the SEC are available at the Company’s website at www.crowncork.comwww.crowncork.com/investors/reports-filings in the “For Investors” section.

PROPOSAL 1: ELECTION OF DIRECTORS

The Proxy Holders shall vote the shares with 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 Proxy Holders will vote with respect to the remaining nominees and others who may be nominated by the Board of Directors.

Mr. Josef Müller, a member of the Board of Directors of the Company since 2011, is retiring as a Director pursuant to our mandatory retirement policy and is not standing for re-election to the Company’s Board of Directors at the Annual Meeting. Messrs. Jesse Lynn and Andrew Teno resigned from the Board on November 20, 2023. Their resignations were delivered pursuant to the Director Appointment and Nomination Agreement, dated December 12, 2022, by and among the Company, Carl C. Icahn and the persons and entities listed therein, and were not due to any disagreement with the Company.

The Articles of Incorporation and 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 13.10. It is intended that the Proxies will be voted for the election of the 1310 nominees named below as Directors, and no more than 1310 will be nominated by the Board. If all 13 director10 Director nominees are elected, 9 of the Board of Directors, will consist of 13 Directors, 12 of whom, representing 92%90% of the Board, will be “independent” as defined in the NYSE listing standards.

The Board is committed to regular review of its composition to ensure that the Board continues to have the right mix of skills, background and tenure. This year’s Board nominees include one new Director – Dwayne Wilson. Six of the Company’s independent Directors nominated for re-election have joined the Board in the last five years as a result of a Board refreshment process during the period where Director candidates were identified through Board, Shareholder and third-party search firm input.¹ 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’s Shareholders and to help guide the Company to achieve its long-term strategic objectives.

Under the Company’s Corporate Governance Guidelines, no Director will commence a term of Board service if the Director is over 75 years old unless the Board determines that an additional term of Board service would be in the best interests of the Company.

The names of thethis year’s nominees and information concerning them and their associations as of March 2, 2021,12, 2024, as furnished by the nominees, follow. The principal occupations and the directorships stated include the nominees’ occupations and directorships with any U.S. publicly traded companies or registered investment companies during the last five years.

¹ Two additional Directors (Messrs. Lynn and Teno) joined the Board in 2022 pursuant to an agreement with a Shareholder and resigned in November 2023.

^[1] Mr. Fearon will retire as a director and officer of Eaton Corporation on March 31, 2021.

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’s overall mix of experiences, qualifications, perspectives, talents, education and skills as well as each potential nominee’s ability to contribute to the Board and to enhance the Board’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 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 the ability to operate constructively with the other members of the Board and to challenge and question management in a productive 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; and information security. Half of the nominees are or have been Chairs of U.S. public company Boards of Directors. 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.

John Conway. Mr. Conway, the Company’s independent non-executive Chairman of the Board, served as the CEO of the Company for over 15 years until his retirement at year-end 2015, as a member of the Board since 1997 and in other positions, both domestic and international, with the Company and its predecessors for over 40 years. He gives the Board seasoned leadership and an in-depth knowledge of the Company, especially its international business. Mr. Conway also serves as Lead Director of another NYSE-listed company.

Timothy Donahue. Mr. Donahue was elected Chairman by the Board following the 2022 Annual Meeting and assumed the position of CEO of the Company in 2016. He has served as a member of the Board since 2015 and in other executive positions with the Company for over 3033 years. He gives the Board seasoned leadership and an in-depth knowledge of the Company, especially its international business. He also brings to the Board an intimate understanding of the operations and finances of the Company from his prior experience as the Company’s Chief Operating Officer and Chief Financial Officer.

Richard Fearon. Mr. Fearon’s experience as aFearon, the former Vice Chairman and CFO of an NYSE-listed global, diversified manufacturing company, brings to the Board comprehensive knowledge of financial accounting and extensive 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 qualifies him as an “audit committee financial expert” within the meaning of SEC regulations. In addition, his service as a Lead DirectorChairman of an NYSE-listed global provider of specialized polymers also provides significant governance experience. Mr. Fearon also serves as a director of another publicly-listed company. Mr. Fearon will retire as a director and officer of Eaton Corporation on March 31, 2021.two other NYSE-listed companies.

Andrea Funk. Ms. Funk’s experience as VP Finance of the Americas divisionSenior Vice President and Chief Financial Officer of an NYSE-listed international manufacturing company and as former CEO and CFO of an international manufacturing and distribution business brings to the Board significant expertise in the areas of finance, operations and strategy. This, along with Ms. Funk’s prior experience in public accounting, enhances her contributions to the Audit Committee and qualifies her as an “audit committee financial expert” within the meaning of SEC regulations.

Stephen Hagge. Mr. Hagge brings to the Board substantial leadership and management experience in the packaging industry, public company governance, operations, international business, strategic initiatives and risk management from his roleroles as former CEO, CFO and COO of an NYSE-listed global packaging manufacturer. Mr. Hagge chairs the Compensation Committee and also serves as a directorChairman of another NYSE-listed company.

Rose Lee. Ms. Lee brings senior management experience to the Board from her role as president of a global business segment of an NYSE-listed international manufacturing company. She also brings a deep knowledge of operations, engineering and technology matters that enhances her contribution to the Nominating and Corporate Governance Committee’s oversight of the Company’s sustainability efforts.

James Miller. Mr. Miller, the Company’s Independent Lead Director, brings to the Board substantial leadership and management experience, both domestic and international, from his role as former chairmanChairman and CEO of an NYSE-listed international energy and utility holding company. Mr. Miller also brings to the Board significant safety, environmental, governmental relations and regulatory agency experience by virtue of his responsibilities at this highly regulated utility company. Mr. Miller chairs the Nominating and Corporate Governance Committee and also serves as director of another NYSE-listed company.Committee.

Josef Müller. Mr. Müller, a European national, has over 35 years of senior management experience at a global food and beverage company, including as the CEO of that company’s greater China region. Mr. Müller brings to the Board significant emerging market business development and management experience.

B. Craig Owens. Mr. Owens’ extensive experience in the consumer food and beverage industries, including his former service as the CFO and Chief Administrative Officer 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, leadership and management, strategic planning, risk management and corporate governance. She serves as President and as a Director of a NASDAQ-listed financial holding company and as President of its banking subsidiary. 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. Sweitzer’s experience qualifies him as an “audit committee financial expert” within the meaning of SEC regulations, and he chairsregulations.

Marsha Williams. Ms. Williams brings to the Audit Committee.

Jim Turner. Mr. Turner’sBoard 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,strategic planning, corporate finance, andoperations, mergers and acquisitions. Mr. Turner chairs the Compensation Committeeacquisitions, investor relations, information technology, liquidity management, risk management and corporate governance through her prior roles as Chief Financial Officer and Chief Administrative Officer of companies in diverse industries. Ms. Williams also serves as Chairperson of one publicly-listed company and as a director of another NYSE-listed company.

William Urkiel. Mr. Urkiel’s experience as CFO of a NYSE-listed provider of innovative document management systems and services brings to the Board both leadership skills and comprehensivewith global operations. In these roles, Ms. Williams has accumulated extensive knowledge of accounting, finance and capital markets and corporate governance, matters. Mr. Urkiel’s accountingglobal finance, capital management, internal controls and financehuman resources, including significant experience qualify him as an “audit committeein the financial expert” withinmarkets in which the meaning of SEC regulations, and he serves on the Audit Committee.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 will benefitbenefits from his knowledge and perspective, particularly in the areas of manufacturing, technology, operational excellence and engineering. Mr. Wilson also serves as a director of twothree other publicly-listed companies.companies.

The educational backgrounds of each of the Company’s Directors can be found on our website at www.crowncork.com/investors/governance/board-directors.

DIRECTOR COMPENSATION

The following table lists 20202023 Director compensation for all independent Directors who received compensation as Directors in 2020.2023. Compensation for Mr. Donahue, the Company’s Chief Executive Officer, is reported in the Summary Compensation Table included in the Executive Compensation section below. Mr. Donahue does not earn additional compensation for his service as Director.Director or for his service as Chairman.

The Board periodically receives benchmarking data regarding director compensation from Pay Governance LLC, an executive compensation consulting firm, and uses the 50^thpercentile of its peer group’s target total cash compensation and target total direct compensation as a market check in determining director compensation. For 2021,2024, 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.

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 market value of at least five times the cash base annual Director’s fee. As of the date of this Proxy Statement, each independent Director with more than five years of service on the Board satisfies this requirement.

Non-employee Directors may participate in the Company’s Deferred Compensation Plan for Directors which permits Directors to defer receipt of all, or any part, of their cash Director fees and/or (beginning in 2024) stock awards. Deferred amounts are recorded in a notional bookkeeping account for the benefit of each deferring Director. Cash deferred fees accrue interest quarterly at the prime interest rate as reported in The Wall Street Journal. Stock deferrals are credited with dividends when paid. When a Director ceases to be a member of the Board, the Director’s account will be paid in cash in either a lump sum or quarterly installments over five or ten years as elected by the Director. The right of any Director to receive payments under the plan is an unsecured claim against the general assets of the Company.

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

The following table shows, as of March 2, 2021,12, 2024, 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’s outstanding Common Stock.

The following table shows, as of March 2, 2021,12, 2024, the number of shares of Common Stock beneficially owned by each Director; the Company’s Chief Executive Officer, Chief Financial Officer and the three other Executive Officers who were the highest paid during 2020;2023; 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.

CORPORATE GOVERNANCE

Meetings of the Board of Directors. In 2020,2023, there were sevenfive meetings of the Board of Directors. Each Director during his or her term of service attended at least 75% of the aggregate meetings of the Board and of the committees on which he or she served.

Attendance at the Annual Meeting. Under the Company’s Corporate Governance Guidelines, Directors are expected to attend the Company’s Annual Meeting of Shareholders. In 2020,2023, each of the Directors serving on the Board at the time attended the Annual Meeting of Shareholders.

Director Independence.The Board has determined that all Directors standing for election, with the exception of Timothy Donahue, the Company’s Chairman and Chief Executive Officer, are independent under the listing standards of the NYSE. The Board made this determination based on the absence of any of the express disqualifying criteria set forth in the listing standards that require a majority of the Board nominees to be independent Directors.

In making the foregoing determinations, the Board considered the Directors’ affiliations with the Company or third parties and Company payments to such parties. For Mr. Conway, the Board considered his status prior to 2016 as the Company’s Chief Executive Officer. For Ms. Funk, the Board considered her role as an officer of EnerSys and ordinary course of business purchases by the Company of batteries and related accessories from EnerSys. The Board also considered her role as a director of Ecore International in relation to ordinary course of business purchases of rubber matting by the Company from Ecore. For Mr. Fearon, the Board considered his role as a DirectorChairman of Avient Corporation and ordinary course of business purchases of plastisol sealing compounds and lubricants by the Company from Avient. TheFor Ms. Funk, the Board also considered Mr. Fearon’sher role as a Director and officeran Officer of Eaton Corporation (from which he will retire on March 31, 2021) andEnerSys in relation to ordinary course of business purchases of energy management solutionsbatteries and related accessories by the Company from Eaton. Finally for Mr. Fearon, the Board considered his role as a Trustee of Manufacturers Alliance/MAPI, Inc., a not for profit professional society, and the payment of membership dues for Crown employees by the Company to MAPI.EnerSys. For Mr. Hagge, who is a Director of Transcendia Topco Holdings, a privately-held company, the Board considered ordinary course of business purchases of high-density polyethylene and products purchased for re-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 from Ingredion. None of these relationships or transactions fell within the NYSE listing standards disqualifying criteria.

Board Leadership and Risk Oversight. Mr. Conway isDonahue has been the independent, non-executive Chairman of the Board. The non-executive Chairman of the Board since 2022 and the Chief Executive Officer of the Company since 2016. Mr. Miller, as the Chair of the Nominating and Corporate Governance Committee, serves as the Independent Lead Director of the Board and presides over meetings of the executive sessions of the independent Directors.

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 nine independent Directors among the slate of ten 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 Lead Director with a wide range of duties, including, among other things:provide for substantial independent oversight of the Company’s management.

Mr. Miller serves as the Independent Lead Director of the Board. The Independent 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:

The Board’s current leadership structure includes Audit, Compensation and Nominating and Corporate Governance Committees that are each chaired by and composed solely of independent Directors.

The roles of Chairman of the Board and Chief Executive Officer are held by two different individuals. The independent Chairman of the Board, Mr. Conway, presides over meetings of the Board and acts as liaison between the Board and Mr. Donahue, the Chief Executive Officer, who is responsible for the day-to-day management of the Company. Moreover, the Board believes that its other structural features, including 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 Lead Director with a wide range of duties, provide for substantial independent oversight of the Company’s management.

The Board is responsible for providing oversight of the Company’s Executive Officers’ responsibilities to assess and manage the Company’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’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’s policies for assessing and managing risk.

Director Stock Ownership, Anti-Pledging and Anti-Hedging. 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 market value of at least five times the cash base annual Director’s fee. As of March 2, 2021,12, 2024, each Director with five or more years of service on the Board owned the required minimum level of Common Stock. The Company’s Corporate Governance Guidelines prohibit Directors, Officers and other insiders from all forms of pledging or hedging transactions relating to Company Common Stock.

Board Committees. The Board has an Audit Committee, a Compensation Committee, 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 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. In 2020,2023, the Audit Committee had teneight meetings. The Audit Committee provides assistance to the Board in discharging its responsibilities in connection with the oversight of the financial accounting practices and internal controls of the Company and represents the Board in connection with the services rendered by the Company’s independent auditors. The Audit Committee also has explicit responsibilities with respect to ESG and information security. The current members of the Audit Committee are Ms.Mss. Funk and Snyder and Messrs. Müller,Fearon, Owens, Sweitzer Urkiel and Wilson.Wilson¹. Mr. SweitzerOwens serves as Chair of the Audit Committee. The Board has determined that the Directors who serve on the Audit Committee are all independent under the listing standards of the NYSE and that Messrs. Sweitzer and Urkiel and Ms. Funk and Messrs. Fearon, Owens and Sweitzer are “audit committee financial experts” within the meaning of SEC regulations.

Compensation Committee. In 2020,2023, the Compensation Committee had sixfour meetings. The Compensation Committee is responsible for the review of the executive compensation program.program and carries out the responsibilities of the Board in its oversight of the Company’s human capital resources. The current members of the Compensation Committee are Ms.Mss. Funk, Snyder² and Williams and Messrs. Hagge Miller, Müller and Turner,Miller, each of whom is independent under the listing standards of the NYSE. Mr. TurnerHagge serves as Chair of the Compensation Committee. For further discussion regarding the Compensation Committee’s processes and procedures for the consideration of executive compensation, see the CD&A beginning on page 31.34.

Nominating and Corporate Governance Committee. There were fourtwo meetings of the Nominating and Corporate Governance Committee in 2020.2023. The Nominating and Corporate Governance Committee is responsible for leading the search for individuals qualified to become members of the Board and recommending to the Board individuals as Director nominees. The Committee also oversees the annual self-evaluation process of the Board and its committees, makes recommendations to the Board regarding the membership of the Board committees and performs other corporate governance functions, such as oversightstrategic review of the Company’s environmental, social and governanceESG policies, programs and practices. The current members of the Nominating and Corporate Governance Committee are Ms. LeeMessrs. Fearon, Hagge, Miller and Messrs. Miller, Sweitzer, Turner and Urkiel, each of whom is independent under the listing standards of the NYSE. Mr. Miller serves as Chair of the Nominating and Corporate Governance Committee.

Consistent with the Company’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 also will also consider candidates properly submitted by Company Shareholders. Candidates for the Board are evaluated through a process that may include level Company executives and professional search firms. The Committee also will consider candidates properly submitted by Company Shareholders. Candidates for the Board are evaluated through a process that may include

¹ Mr. Josef Müller left the Committee on February 22, 2024.

² Ms. Snyder joined the Compensation Committee and Mr. Müller left the Committee on February 22, 2024.

background and reference checks, personal interviews with members of the Committee and a review of each candidate’s qualifications and other relevant characteristics. The same identifying and evaluating procedures apply to all candidates for Director, whether submitted by Shareholders or otherwise. The Nominating and Corporate Governance Committee and the Board desire to maintain the Board’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. SixEight new independent directorsDirectors recently have been added to the Company’s Board of Directors: Ms. Lee in 2016, Ms. Funk in 2017, Messrs. Fearon, Hagge and Owens in 2019, and Mr. Wilson in 2020. During the refreshment process, the2020 and Mss. Williams and Snyder and Messrs. Lynn and Teno in 2022.¹ The Nominating & Corporate Governance Committee wasis assisted by an independent search firm and has interviewed candidates and appointed new Directors identified through Director, Shareholder and independent search firm input.input in recent years.

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., 770 Township Line Road, Yardley, PA 19067Hidden 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 and Answers about the 20212024 Annual Meeting” for information on bringing nominations for the Board of Directors at the 20222025 Annual Meeting.

Executive Sessions of the Board. Pursuant to the Company’s Corporate Governance Guidelines, the independent Directors of the Company meet periodically at regularly scheduled executive sessions without management. There is at least one scheduled executive session each year where the Chairman is not present to allow the other Directors to evaluate his performance as Chair. The Independent Lead Director chairs such meetings.

Proxy Access. The Company’s proxy access By-Law permits Shareholders owning 3% or more of the Company’s Common Stock for a period of at least three years to nominate up to the greater of 20% of the Board of Directors or two Directors, and include these nominations in the Company’s proxy materials.materials, for election at an Annual Meeting of Shareholders, subject to the relevant requirements in the Company’s By-Laws. The number of Shareholders who may aggregate their shares to meet the 3% ownership threshold is limited to 20.

Code of Business Conduct and Ethics. The Company has a Code of Business Conduct and Ethics that applies to all Directors and employees. The Code of Business Conduct and Ethics is available on the Company’s website at www.crowncork.com/investors/corporate-governance/policies/code-business-conduct-and-ethics., and is available in English and 16 other languages. The Company intends to disclose updates to, and waivers of, the Code of Business Conduct and Ethics on the Company’s website. All employees with Company e-mail addresses (which includes all of the Company’s salaried employees) are 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 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 20 other languages.

Sustainability. See “Sustainability – Environmental and Social Responsibility” on page 56 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 amended (“Regulation S-K”). The written Company policy pertaining to related party transactions is included in the Company’s Corporate Governance Guidelines.

Human Capital Resources. The Company’s global workforce is the backbone of its sustainability and business success and is the focus of the Working Together pillar of the Company’s Twentyby30Twentyby30 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 65 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2023.

Shareholder Engagement. See “Shareholder Engagement” on page 45 in the Proxy Statement Summary.

Communications with the Board of Directors. Shareholders and other interested parties who wish to send communications on any topic to the Chairman, the Independent Lead Director, the independent Directors or the Board as a whole may do so by writing c/o Office of the Corporate Secretary, Crown Holdings, Inc., 770 Township Line Road, Yardley, PA 19067.Hidden River Corporate Center Two, 14025 Riveredge Drive, Suite 300, Tampa, FL 33637. Communications will be forwarded to the Directors if they relate to substantive matters and include information, suggestions or comments that the Chairman or Independent Lead Director, with the assistance of the Corporate Secretary, deems appropriate for consideration by the Directors.

Company Website. The Company’s Corporate Governance Guidelines and the Charters of the Audit, Compensation and Nominating and Corporate Governance Committees are available on the Company’s website at www.crowncork.com/investors/corporate-governancegovernance.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides an overview of the Company’s executive compensation program together with a description of the material factors underlying the decisions that resulted in the compensation provided for 20202023 to the Company’s Chief Executive Officer (“CEO”), the Company’s Chief Financial Officer, and the other three Executive Officers who were the highest paid during 20202023, (collectively, “Named Executive Officers” or “NEOs”). The names of the Company’s 20202023 NEOs and their titles at year-end are:

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’s executive compensation programsprogram and should not be understood to be statements of management’s expectations or estimates of financial results or other guidance. The Company specifically cautions investors not to apply these statements to other contexts.

20202023 Say-on-Pay Vote Results. At our Annual Meeting of Shareholders held in April 2020,2023, we held an advisory Shareholder Say-on-Pay vote on the 20192022 compensation of our NEOs. Over 96%92% of the shares voted at last year’s Annual Meeting were voted FOR our Say-on-Pay resolution, approving the compensation of our NEOs. The Board’s Compensation Committee (the “Committee”) believes the results of the Say-on-Pay vote show strong support for the performance-based and ownership-oriented compensation philosophy that the Committee utilizes. Accordingly, the Committee did not change its general approach to executive compensation in 2020.2023. The Company added an evaluation criterion for sustainability for the annual Board evaluation of the CEO in 2022. Although the advisory Shareholder vote on executive compensation is non-binding, the Committee will continue to take the outcome of this annual vote into consideration when making compensation decisions for our NEOs.

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

The allocation of 20202023 target total direct compensation for our CEO and for our other NEOs among these various components is set forth in the materials on page 911 in the Proxy Statement Summary that highlight the Company’s emphasis on “at risk” and equity-based compensation.

Pay-for-Performance Alignment – Performance-Based Shares.Compensation. The Company’sCompany has developed an executive compensation program that is designed to motivateownership-oriented and that rewards the attainment of specific annual and long-term goals that will result in improvement in shareholder value. Approximately two-thirds of our NEOs to create long-term value for our Shareholders and to efficiently useNEOs’ share awards are performance-based. Vesting is based on two performance metrics: the Company’s invested capital in order to grow our business. To achieve these objectives, our program emphasizes long-term performance-based equity incentives. Beginning with 2017 grants vesting in 2020, performance share grants have utilized two performance metrics:relative total shareholder return (“TSR”) relative toagainst a grouppublished index of industry peers and the Company’s return on invested capital (“ROIC”) versus a target. Grants made prior to 2017 vested solely. Annual incentive bonuses are also based on two performance metrics: the basis of TSR. Company’s modified operating cash flow (“MOCF”) and its economic profit.

Based on the Company’s performance for the measurement periodsperiod related to the vesting of performance-based shares in 2020 and 2021,2024, the Company’s NEOs, including the CEO, received TSR-based awards that were 21.3%54.4% below target and 48.5%ROIC-based awards that were 100% above the target grants established in 2017 and 2018. However, due totarget. For 2023, based on the Company’s over-performance on the MOCF component and under-performance on the economic profit component of the annual incentive bonus, corporate-level NEOs (including the CEO) received bonuses that were 52.5% above target. The Company’s corporate-level NEOs received annual incentive bonuses for the measurement periods related to the performance-based shares vesting in 20182022 that were 63.5% below target level and 2019, the NEOs have forfeited 100% of their performance share vestings for two years out of the performance-based shares granted in 2015 and 2016. Such forfeitures and additional awards display a clear and direct correlation between pay-for-performance and our executives’ compensation.last ten. The Committee views these outcomes as demonstrative of the Company’s “pay-for-performance” philosophy.

Role of the Compensation Committee. The Committee currently comprises five Directors, all of whom are independent under the NYSE listing standards. During 2020,2023, the Committee members were Andrea Funk, Stephen Hagge, Hans Löliger, James Miller, Josef Müller, Andrew Teno¹, and Jim Turner. In February 2020, Mr. Löliger retired from the Committee and was replaced by Mr. Hagge.Marsha Williams. The Committee has responsibility for determining and implementing the Company’s philosophy with respect to executive compensation. To implement this philosophy, the Committee oversees the establishment and administration of the Company’s executive compensation program. The Committee operates under a written charter adopted by the Board of Directors. A copy of this charter is available on the Company’s website at www.crowncork.com/investors/corporate-governance/governance/compensation-committee-charter.

Compensation Philosophy and Objectives. The Committee maintains a “pay-for-performance” philosophy toward executive compensation. One of the guiding principles of this “pay-for-performance” philosophy is that the executive compensation program should enable the Company to attract, retain and motivate a team of highly qualified executives who will create long-term value for the Shareholders. To achieve this objective, the Committee has developed an executive compensation program that is ownership-oriented and that rewards the attainment of specific annual and long-term goals that will result in improvement in total shareholder return.value. To that end, the Committee believes that the executive compensation program should include both cash and equity-based compensation that rewards specific performance by the Company. In addition, the Committee continually monitors the effectiveness of the program to ensure that the compensation provided to executives remains competitive relative to the compensation paid to executives in a peer group comprising select companies in the container and packaging industry and other manufacturing companies.

The Committee annually evaluates the components of the compensation program as well as the desired mix of compensation among these components. The Committee believes that a substantial portion of the direct compensation paid to the Company’s NEOs should be at risk, contingent on the Company’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 Shareholdershareholder interests and increase executives’ focus on the Company’s long-term performance. Accordingly, the annual incentive bonus is determined by operating metrics that drive long-term growth and Shareholdershareholder value, and approximately two-thirds of the value of the restricted stock granted in 20202023 under the Company’s long-term

¹ Mr. Teno resigned from the Board on November 20, 2023.

incentive plan is tied to performance of the Company’s total shareholder returnTSR versus that of a peer grouppublished index of industry peers and return on invested capital versus the Company’s projected three-year average of return on invested capital.

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

Until the ownership requirement is satisfied, an NEO is required to retain 50% of the after-tax number of shares of any Common Stock received as the result of an option exercise, 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 the Company’s Corporate Governance Guidelines, the Company’s Directors, Officers and other insiders may not engage in any form of hedging or pledging transactions with respect to Company securities.

Committee Process. The Committee meets as often as necessary to perform its duties and responsibilities. During 2020,2023, the Committee met sixfour times. The Committee usually meets with the CEO and, when appropriate, with other Company Officers and outside advisors. In addition, the Committee periodically meets in executive session without management present.

Setting of Meeting Agenda. The Committee’s meeting agenda is normally established by the Committee Chair in consultation with the CEO and the Vice President ofChief Human Resources.Resources Officer. Committee members receive and review materials in advance of each meeting. Depending on the meeting’s agenda, such materials may include: financial reports regarding the Company’s performance, reports on achievement of corporate objectives, reports detailing executives’ stock ownership and stock awards and information regarding the compensation programs and compensation levels of certain peer group companies.

Use of Tally Sheets. The Committee reviews tally sheets when setting annual compensation for the NEOs. These tally sheets allow the Committee to review each NEO’s compensation on an aggregate basis and to see how a change in any one component affects each NEO’s total compensation. For 2020,2023, the Committee used the tally sheet information to review total compensation, the current mix of compensation (e.g., cash versus equity), issues of internal pay equity, total value of Company stock held by each NEO, payouts under certain potential termination scenarios, the aggregate value of retirement benefits and interest rate sensitivity onof retirement benefits.

Retention of Compensation Consultants. The Committee’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 consultants.

Role of Executive Officers in Compensation Decisions. The Committee makes all decisions regarding the CEO’s compensation. Decisions regarding the compensation of other NEOs are made by the Committee in consultation with, and upon the recommendation of, the CEO. In this regard, the CEO provides the Committee with evaluations of business goals and objectives and executive performance and recommendations regarding salary levels, equity grants and other incentive awards.

Executive Compensation Consultant. Pursuant to its authority under its charter to retain compensation consultants, the Committee engaged Pay Governance LLC (“Pay Governance”), an executive compensation consulting firm, to act as its independent advisor with respect to 20202023 compensation decisions.

Consultant Independence. All services provided by Pay Governance to the Committee are conducted under the direction and authority of the Committee, and all work performed by Pay Governance must be pre-approved by the Committee. Pay Governance does not provide any other services to the Company, and neither Pay Governance nor the individuals affiliated with Pay Governance who provide services to the Company own any shares of the Company’s stock.Common Stock. There are no personal or business relationships between the Pay Governance consultants and any executive of the Company. In addition, there are no personal relationships between the Pay Governance consultants and any member of the Committee. Pay Governance maintains a detailed conflict of interest policy in order to ensure that compensation committees receive conflict-free advice.

Use of Benchmarking. In advising the Committee regarding 20202023 compensation for our NEOs, Pay Governance developed competitive compensation levels by establishing a benchmark match for each NEO position in the competitive market. Competitive levels were developed for the following elements of pay:

Peer Group Composition. In establishing its benchmarks for each of the NEOs, Pay Governance gathered data for 17 companies, or divisions of20 companies defined as the “Peer Group.”¹ Members of the Peer Group are manufacturing companies of similar scope and are generally from the following three categories: (i) other container and packaging industry companies, (ii) current or potential suppliers to the Company and (iii) current or potential customers of the Company. The Peer Group comprises the following companies:

¹ Pay Governance conducted a review of the Company’s Peer Group to be used for 2023, and Amcor, Berry Global, Graphic Packaging, International Paper, Packaging Corp of America, Silgan Holdings and Sonoco Products Company were added to the Peer Group as each of them met revenue and market capitalization screening criteria. Nestle USA and SC Johnson & Son were removed from the Peer Group because they are not publicly traded companies.

Specific benchmark levels were developed using regression analysis to size-adjust the market data to reflect the Company’s corporate revenue or the individual business unit revenue, when appropriate.revenue. To provide a broader frame of reference, Pay Governance also analyzed each NEO position against general industry data.

Compensation Strategy for CEO. The evaluation of the CEO’s performance and the setting of his compensation is one of the fundamental duties of the Committee. In determining the CEO’s compensation for 2020,2023, the Committee evaluated the CEO’s performance and the Company’s performance in the prior year and since Mr. Donahue became CEO in 2016.  In evaluating the CEO’s performance, the Committee considered the Company’s overall financial, operational and strategic results. In addition, the Committee continued to focus on the Company’s development during Mr. Donahue’s tenure in several key areas that the Committee believes are essential to increase Shareholdershareholder value, including:

¹ A reconciliation of reportable Segment Income to Income before Income Taxes can be found on page 87 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

CEO Target Compensation. The Committee uses the 50^th percentile of the Peer Group’s target total direct compensation as a guidepost in determining CEO compensation.

The specific components of Mr. Donahue’s 20202023 compensation were set as follows:

In conjunction with the Committee’s emphasis on stock-based compensation, a majorityapproximately 70% of the CEO’s 20202023 target total direct compensation was in the form of Company Common Stock.

Compensation Strategy for NEOs other than the CEO. For 2020,2023, the Committee generally continued following its market-basedto employ a compensation strategy for NEOs (excluding the NEOs other than the CEO:CEO) based upon market conditions:

Components of Compensation. For 2020,2023, 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, in special circumstances, such as a promotion or increased responsibilities, the Committee may act to increase an NEO’s salary during the year.

20202023 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,approach, the Committee approved increases in the base salaries of the NEOs in order to move them in line with the middle range of the Peer Group. Mr. Clothier was promoted to Chief Financial Officer effective January 1, 2022. In light of his new role, the Committee set Mr. Clothier’s initial compensation near the 25^th percentile of the Peer Group with a plan to increase his compensation closer to the 50^th percentile over time, based on job performance. Base salaries for each of the NEOs for 20202023 were as set forth in the following table.

Name	20202023 Base Salary
Timothy Donahue	$1,200,0001,370,000
Thomas KellyKevin Clothier	710,000600,000
Gerard Gifford	745,000875,000
Didier Sourisseau (1)Matthew Madeksza	639,640560,000
Djalma Novaes	600,000

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Annual Incentive Bonus. Annual cash bonuses are included as part of the executive compensation program because, consistent with our “pay-for-performance” philosophy, the Committee believes that a significantmeaningful portion of each NEO’s compensation should be contingent on success in achieving annual goals that drive the long-term operating performance of the Company. NEOs are eligible for annual cash bonuses under our Economic Profit Incentive Plan (the “EP Plan”). For 2020,2023, our NEOs were eligible to receive annual incentive bonuses under the EP Plan upon the achievement of specified levels of economic profit and modified operating cash flow. The Committee believes the use of economic profit and modified operating cash flow as key performance measures under the EP Plan drives the Company’s long-term operating performance and is closely correlated with long-term increase in Shareholdershareholder value. The maximum payout under the EP Plan is limited to two times the target bonus, with no excess carried forward into subsequent years.

20202023 Bonus Opportunities and Results. For 2020,2023, the Committee assigned each NEO an annual target level under the EP Plan together with a maximum annual bonus opportunity as a percentage of each NEO’s base salary. Based upon the Peer Group information provided by Pay Governance and the consideration of NEO performance and internal equity, the Committee determined that the target and maximum bonus opportunities for the NEOs for 20202023 should be the same as in 2019.2022, except for Mr. Donahue, whose target bonus was increased from 125% to 135% of base salary, and Mr. Gifford, whose target bonus was increased from 95% to 105% of base salary. The 20202023 minimum, maximum and target bonus opportunities together with actual bonuses paid to the NEOs were as follows:

Performance Measures. Bonus amounts under the EP Plan were based on the following performance measures:

Cost of Capital. For purposes of calculating economic profit under the EP Plan, cost of capital employed (also called invested capital) was defined as the average capital employed multiplied by the weighted average cost of capital. Capital employed was generally defined as total assets less non-interest bearing liabilities and is adjusted for certain items. The following items were excluded from capital employed: investments, net goodwill and intangibles, pension and post-employment assets and liabilities and deferred tax assets and liabilities. Invested capital may also be adjusted for additional capital employed at the direction of the Company’s corporate office or in accordance with overall corporate objectives. For 2020,2023, the EP Plan used a cost of capital of 9.0%9%, which is higher thanapproximates the Company’s actual cost of capital.

Weighting of Performance Measures. TheIn early 2023, the Committee established target levels of performance for each performance measure. In determining the weighting of performance targets for 2020,At year-end, the Committee consideredassessed the potential impact ofactual results versus the COVID-19 pandemic but ultimately determined that there should be no changetargets in the weighting of such targets.determining awards. The Committee must approve all awards, and all awards are subject to review and downward discretionary adjustment by the Committee.

An NEO’s actual bonus amount was determined by: (i) multiplying the NEO’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 NEO’s target bonus payable with respect to such performance measure also increases. In the case of modified operating cash flow, up to 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 EP Plan was determined based upon actual performance compared to a budgeted modified operating cash flow amount.

The economic profit component of the EP 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 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 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, with no excess carried forward into subsequent years.

Setting of Target Performance Levels. Generally, the Committee attempts to set the target performance levels so that the relative difficulty of achieving the targets is consistent among the NEOs in any one year and for each NEO from year to year. In making this determination the Committee may consider specific circumstances experienced by the Company in prior years or that the Company expects to face in the coming year. For example, with respect to modified operating cash flow, targets may be set below prior year actual results due to the forecasted increases in capital investment (property, plant and equipment and working capital) required for the Company’s capacity expansion, forecasted increases in working capital, higher input costs due to price increases by suppliers and variances in average trade working capital. Establishing targets for 2020 was particularly challenging because of the onset of the COVID-19 pandemic. However, the Committee ultimately determined that the targets for the NEOs would be set consistent with historical practice. For 2020, the Committee recognized that increasing global product demand would require significant capital spending, with the 2020 budget for capital spending being approximately $200 million greater than the actual capital spending for 2019. Accordingly, the Committee believed that it was appropriate to establish modified operating cash flow targets which reflected this additional investment in the long-term success of the Company, and that would continue to incentivize investment for growth. The Committee also determined that the modified operating cash flow targets for one of its operating divisions should be adjusted slightly from the budget that was established before the COVID-19 pandemic, but the targets and bonuses earned with respect to 2020 for all NEOs were unaffected by that adjustment. In addition, the Committee determined that the economic profittarget performance measure should be set in the normal manner without any adjustment.levels are subject to adjustment for special circumstances such as currency exchange rate fluctuations, acquisitions and divestitures.

The economic profit and modified operating cash flow thresholds and targets for 20202023 were set at the Company level for the CEO, Chief OperatingFinancial Officer and Chief FinancialOperating Officer. For division-level NEOs (Messrs. SourisseauMadeksza and Novaes), economic profit and modified operating cash flow thresholds and targets include both division-level and Company-level metrics. The applicable thresholds, targets and actual achievement levels for 20202023 are set forth for each NEO in the following table.

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20202023 Bonus Calculations. Many of the Company’s products are essential for the delivery and protection of food and beverages as well as cleaning and sanitizing products. Therefore, despite the COVID-19 pandemic, the Company maintained its focus on increasing global production. We maintained our existing workforce with only minimal pandemic-related furloughs and ended 2020 with substantially the same number of employees with which we began the year. In addition, we did not institute wage or salary cuts with respect to our employees and with a few localized exceptions we provided wage and salary increases during 2020 in the normal course without postponement. As the COVID-19 pandemic spread, our management team took decisive actions to ensure the safety of our employees and the products they produce, including increased sanitizing efforts, modification of workspaces and distribution of personal protective equipment in our manufacturing facilities and offices, implementation of travel and visitor restrictions and remote working and rotational arrangements whenever possible. Therefore, notwithstanding the unprecedented challenges presented by the pandemic, the Company produced strong financial results. Consequently, Messrs. Donahue, GiffordClothier and KellyGifford received bonuses under the EP Plan equal to 200%152.5% of their respective target bonus amounts. For Messrs. Donahue, Gifford and Kelly,amounts, of which 125% was attributable to modified operating cash flow and 125%27.5% to economic profit, reduced to the maximum of 200%, with no excess carried forward into subsequent years.profit. Mr. Sourisseau received aMadeksza’s bonus under the EP Plan equal to 200%was calculated at 209.5% of his target bonus amount, 125%104% attributable to modified operating cash flow and 89.2%105.5% to economic profit, and then was reduced to the maximum plan payout of 200%, with no excess carried forward into subsequent years.. Mr. Novaes received a bonus under the EP Plan equal to 200%125.1% of his target bonus amount, 82.3%87.2% attributable to modified operating cash flow and 125%37.9% to economic profit, reduced to the maximum of 200%, with no excess carried forward into subsequent years.profit.