UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment (Amendment No. )
Filed by the Registrant x☒
Filed by a Party other than the Registrant ¨☐
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Preliminary Proxy Statement | ||||
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
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Definitive Proxy Statement | ||||
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Definitive Additional Materials | ||||
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Soliciting Material | ||||
SEALED AIR CORPORATION
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. | ||||
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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April 8, 201614, 2022
Dear Fellow Stockholder:
It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Sealed Air Corporation scheduled to be held on Thursday, May 19, 201626, 2022, at 10:8:00 a.m., Eastern Time,daylight time. This year’s Annual Meeting will again be a “virtual meeting” conducted via live audio webcast to facilitate broad stockholder attendance and equal participation, from any location around the world, at no cost. Each stockholder will be able to participate in the Crowne Plaza Charlotte Executive ParkAnnual Meeting by accessing a live webcast at 5700 Westpark Drive, Charlotte, North Carolina 28217. Your Boardwww.virtualshareholdermeeting.com/SEE2022 and entering the 16-digit control number included on the stockholder’s Notice of DirectorsInternet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and senior management look forward to greeting you atsubmit questions via the meeting.Internet during the meeting by participating in the webcast.
At this meeting, youDuring the Annual Meeting, stockholders will be asked to elect the entire Board of Directors of Sealed Air and to ratify the selectionappointment of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firmauditor for 2016. In addition, you2022. We also will be asked forasking stockholders to approve, by an advisory vote, to approve our 2021 executive compensation as disclosed in the proxy statement.Proxy Statement for the Annual Meeting. These matters are important, and we urge you to vote in favor of the election of each of the director nominees, our executive compensation and the ratification of the appointment of our independent auditor.auditor, and the approval of our 2021 executive compensation.
For your convenience, we are also offering a webcast of the meeting. If you choose to follow the meeting via webcast, go to http://sealedair.com/investors shortly before the meeting time and follow the instructions to join the event. We will also provide a replay of this meeting for your reference.
This year, as in 2015, we are again taking advantage of the Securities and Exchange Commission rule that allows us to furnishfurnishing proxy materials to our stockholders over the Internet. This e-proxy process expedites stockholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of ourthe Annual Meeting. Today we sent to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2016 proxy statementProxy Statement for the Annual Meeting and 2015 annual report andour 2021 Annual Report to Stockholders, as well as how to vote via the Internet. Other stockholders will receive a copycopies of the Proxy Statement, a proxy statementcard and annual reportthe 2021 Annual Report by mail or e-mail.
Regardless of the number of shares of common stock you own, itIt is important that you vote your shares in personof common stock at the virtual meeting or by proxy.proxy, regardless of the number of shares you own. You will find the instructions for voting on theyour Notice of Internet Availability of Proxy Materials or proxy card. We appreciate your prompt cooperation.attention.
The Board of Directors invites you to participate in the Annual Meeting so that management can discuss business trends with you, listen to your suggestions and answer your questions. Thank you for your continuing support, and we look forward to joining you at Sealed Air’s 2022 Annual Meeting.
Sincerely,
Edward (Ted) L. Doheny II |
Notice of Annual Meeting of Stockholders
Sealed Air Corporation, a Delaware corporation (“Sealed Air”), will hold its Annual Meeting of Stockholders (the “Annual Meeting”) on May 26, 2022, at 8:00 a.m., Eastern daylight time. The Annual Meeting will again be conducted as a virtual meeting via live audio webcast. Each stockholder may participate in the Annual Meeting, including casting votes and submitting questions, by accessing the live audio webcast at www.virtualshareholdermeeting.com/SEE2022 and then using the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card being delivered to the stockholder. Online check-in to the Annual Meeting webcast will begin at 7:45 a.m., Eastern daylight time, and stockholders are encouraged to allow ample time to log in to the meeting webcast and test their computer audio system. There will be no physical location for the Annual Meeting.
The purposes for the Annual Meeting are to consider and vote upon:
| 1. | Election of each of the following nominees as Directors: |
Elizabeth M. Adefioye | Zubaid Ahmad | Françoise Colpron | ||
Edward L. Doheny II | Henry R. Keizer | Harry A. Lawton III | ||
Suzanne B. Rowland | Jerry R. Whitaker |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Sealed Air’s independent auditor for the year ending December 31, 2022 |
| 3. | Approval, as an advisory vote, of 2021 executive compensation as disclosed in the attached Proxy Statement |
| 4. | Such other matters as properly come before the Annual Meeting |
The Board of Directors has fixed the close of business on March 28, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. Sealed Air is making available or mailing its 2021 Annual Report to all stockholders of record as of the record date. Additional copies of the 2021 Annual Report are available upon written request to the Corporate Secretary at Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208.
Because it is important that as many stockholders as possible be represented at the Annual Meeting, stockholders should review the attached Proxy Statement promptly and carefully and then vote. A stockholder may vote by following the instructions for voting set forth on the Notice of Internet Availability of Proxy Materials or proxy card. A stockholder who receives a paper copy of the proxy card by mail will also receive a postage-paid, addressed envelope that can be used to return the completed proxy card. A stockholder who joins the Annual Meeting may vote electronically at the Annual Meeting.
Sealed Air will maintain a list of stockholders of record as of the record date at Sealed Air’s corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina, for a period of ten days prior to the Annual Meeting.
On behalf of yourthe Board of Directors, we thank you for your ongoing support.
Sincerely,Angel S. Willis
Vice President, General Counsel and Secretary
Jerome A. Peribere
President and
Chief Executive Officer
SEALED AIR CORPORATION
8215 Forest Point Boulevard
Charlotte, North Carolina 28273
April 14, 2022
Important Notice Regarding Availability of Proxy Materials for Annual Meeting on May 26, 2022: Sealed Air’s Notice of Annual Meeting of Stockholders, Proxy Statement and 2021 Annual Report to Stockholders are available at https://ir.sealedair.com/reports-filings/annual-meeting. |
Participation in the Virtual Annual Meeting
Date and Online | Virtual Meeting Webcast Address www.virtualshareholdermeeting.com/SEE2022 | |
The Board of Directors considers the appropriate format of our annual meeting of stockholders on an annual basis. This year the Board again chose a virtual meeting format for the Annual Meeting to facilitate broad stockholder attendance and equal participation, from any location around the world, at no cost. The virtual meeting format will allow our stockholders to engage with us at the Annual Meeting from any geographic location, using any convenient internet-connected devices, including smart phones and tablets, as well as laptop or desktop computers. We will be able to engage with all stockholders as opposed to just those who can afford to travel to an in-person meeting. The virtual format allows stockholders to submit questions and comments during the meeting.
The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders. To ensure they can participate, stockholders and proxyholders should visit www.virtualshareholdermeeting.com/SEE2022and enter the 16-digit control number included on their Notice of Internet Availability of Proxy Materials or proxy card. If you wish to participate in the meeting and your shares are held in street name, you must obtain, from the broker, bank or other organization that holds your shares, the information required, including a 16-digit control number, in order for you to be able to participate in, and vote at, the Annual Meeting.
If you have any questions or concerns regarding meeting access or procedures prior to the Annual Meeting, please call: 1-704-503-8841 or send emails to investor.relations@sealedair.com. For technical support during the check in or at meeting time, please call: 1-844-986-0822 (toll-free) or 1-303-562-9302 (toll line). |
PROXY STATEMENTStockholders can vote their shares and submit questions via the Internet during the Annual Meeting by accessing the annual meeting website at www.virtualshareholdermeeting.com/SEE2022. Following adjournment of the formal business of the Annual Meeting, we will address appropriate questions from stockholders regarding Sealed Air in the order in which the questions are received. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the Annual Meeting can be found in our 2022 Annual Meeting Rules of Conduct and Procedure, available at www.virtualshareholdermeeting.com/SEE2022.
| Sealed Air Corporation 2415 Cascade Pointe Boulevard Charlotte, North Carolina 28208 |
Proxy Statement Dated April 8, 201614, 2022
For the 20162022 Annual Meeting of Stockholders
We areSealed Air Corporation, a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by theits Board of Directors of Sealed Air Corporation (“Sealed Air,” the “Company,” “we,” “us” or “our”), a Delaware corporation, of proxies to be voted at our 2016its 2022 Annual Meeting of Stockholders and at any adjournments. We areSealed Air Corporation is providing these materials to the holders of Sealed Airrecord of its common stock, par value $0.10 per share. We areshare, as of the close of business on March 28, 2022 and is first making available or mailing the materials on or about April 8, 2016 to stockholders of record at the close of business on March 21, 2016.14, 2022.
The Annual Meeting is scheduled to be held:held by webcast as follows:
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Your vote is important. Please see the detailed information that follows.
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2016Cautionary Statement Regarding Forward-Looking Statements. Certain statements contained in this Proxy SummaryStatement are or may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. We use words such as “anticipate,” “believe, “expect,” “future,” “intend” “strive,” “seek,” “goal,” “may,” “will,” “continue,” “target” and similar expressions to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements other than purely historical information, including statements regarding our operating model, plans and strategies and our environmental, social and governance goals, made in this document are forward-looking. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements due to a variety of factors, including the uncertainties and risks discussed in our 2021 Annual Report on Form 10-K and subsequent Securities and Exchange Commission (“SEC”) filings. You should not place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements.
Information Referenced in this Proxy Statement. Website references throughout this document are provided for convenience only, and the content of the referenced websites, including the content on our Company website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated into this Proxy Statement or into any of our other filings with the SEC.
| 2022 Proxy Summary |
This summary highlights information contained elsewhere in this proxy statement.about Sealed Air and the Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire proxy statementProxy Statement carefully before voting. References in this Proxy Statement to “Sealed Air,” “SEE,” and “Company,” and to “we,” “us,” “our” and similar terms, refer to Sealed Air Corporation.
Annual Meeting of Stockholders
Time and Date: 8:00 a.m., Eastern daylight time, on May 26, 2022 | Meeting Webcast Address www.virtualshareholdermeeting.com/ | Record Date Close of business on March 28, 2022 |
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Proposal | Board Recommendation | |||
| 1 | Election of Directors | For each nominee | ||
| 2 | Ratification of Appointment of Independent Auditor for 2022 | For | ||
| 3 | Approval of 2021 Executive Compensation on an Advisory Basis | For | ||
How to Cast Your Vote
You can vote by any of the following methods:
Until 11:59 p.m., EDT, on May 25, 2022
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 | Telephone: +1-800-454-8683if you beneficially own +1-800-690-6903 if you are the stockholder | ||||
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 | By Mail: Completed, signed and returned proxy card | ||||
At the Annual Meeting on May 26, 2022
| Internet: By joining the Annual Meeting at www.virtualshareholdermeeting.com/SEE2022 if you are the stockholder of record or if you hold a proxy from the broker, bank or other nominee holding your shares in street name |
If you participate in our 401(k) and Profit-Sharing Plan, you may use the proxy card to provide voting instructions to Fidelity Management Trust Company, as trustee, and your completed, signed card must be delivered to the trustee by 11:59 p.m., Eastern daylight time, on May 23, 2022.
2022 Proxy Statement | 1 |
| 2022 Proxy Summary |
Our Purpose
We are in business toprotect, to solve critical packaging challenges, and to make our world better than we find it.
We are a leading global provider of packaging solutions integrating high-performance materials, automation, equipment and services. SEE designs and delivers packaging solutions that preserve food, protect goods, automate packaging processes, and enable e-commerce and digital connectivity for packaged goods. Our packaging solutions are designed to help customers automate their operations to be increasingly touchless and more resilient, safer, less wasteful, and enhance brand engagement with consumers.
We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids, medical and healthcare, e-commerce, logistics and omnichannel fulfillment operations, and industrials. We serve customers across 114 countries/territories directly and through a diversified distribution network. We aim to deliver savings to our customers and accelerate payback on their investments. We invest in technology and innovation that transform our industry toward a more sustainable future.
Our Vision
To become a world-class, digitally-drivencompanyautomating sustainable packaging solutions.
We are building the SEE Solutions Ecosystem from our operations to our customers’ operations and to consumers, with Automation, Digital and Sustainability driving growth.
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| 2022 Proxy Summary |
SEE Operating Model: Accelerating to World-Class
We expect the execution of our strategy and the power of the SEE Operating Engine to deliver higher, above market performance. As a result, we have raised our SEE Operating Model annual growth goals as set forth below.
| Sales | 5 to 7% growth | ||
| Earnings | Adj. EBITDA 7 to 9% growth Operating Leverage1 >30% | |||
| EPS | Adj. EPS >10% growth | |||
Cash | >50% FCF conversion2 ROIC > WACC3 | |||
| 1 | Operating Leverage measures the ratio between year over year change in Adjusted EBITDA and the year-over-year change in net trade sales. |
| 2 | FCF conversion is the ratio of free cash flow divided by Adjusted EBITDA. |
| 3 | ROIC means return on invested capital. WACC means weighted average cost of capital. |
Our Strategy
HowSEE caring, high-performance people + digital growth culture
We are bringing people together with a future that is more digitally connected. We prioritize our people and recognize the importance they play in realizing our purpose. Through digital platforms, we are accelerating our efforts to Cast Your Voteretain, attract and motivate top talent, train our leadership teams, develop future leaders, shape a caring, high-performance organization and culture, and drive top benchmark employee engagement.
Creating SEE Touchless Automation™ experience
With our SEE Automation™ solutions, we aim to solve our customers’ automation needs while creating significant return on their investments through savings and increased productivity. We have focused on increasing our equipment offerings which help our customers automate packaging processes. In addition, through our SEE Operating Engine, we are automating our own operations to make them more sustainable and generate productivity savings.
Digital transformation from innovate to solve in our ecosystem
We have launched the MySEE digital e-commerce platform to make doing business with SEE easier and more efficient. We are investing in automation and digital technologies that enhance performance, efficiency and monitoring in customers’ and our own operations. We are developing smart packaging that can enable traceability and deliver digital content. We are investing in digital printing to drive customer savings, generate demand and enhance brand image and shelf impact. We are accelerating our digital transformation by partnering with leading digital companies.
Best solutions, at the right price, and make them sustainable
Sustainability is embedded in our purpose and vision. We have set ambitious environmental goals aimed to lead the industry towards a better future. We are designing high-performance packaging materials with recyclability in mind, to make sustainability more affordable, and to create a pathway for a circular economy. We are transforming our operations and our customers’ operations with SEE Touchless Automation™ which aims to improve efficiency, eliminate waste, simplify processes, and create a safer working environment.
2022 Proxy Statement | 3 |
| 2022 Proxy Summary |
You can vote
Purpose driven capital allocation to create value for our shareholders and society
Our capital allocation strategy fuels the SEE Operating Engine and is rooted in economic value add with the goal to drive profitable, above market organic growth, and attractive returns on invested capital. We invest through capital expenditures, research and development, acquisitions, and other investments aligned with our strategy. SEE Ventures is embedded in our capital allocation strategy, through which we invest in entrepreneurial and disruptive technologies that present opportunities to accelerate innovation and increase speed to market. In addition, dividends and share repurchases are used to return capital to shareholders.
SEE Operating Engine Fueled by anythe 4P’S
People + Digital: SEE caring, high-performance culture
Leveraging the power of operating as One SEE, driving productivity, swarming challenges and opportunities; creating a digital connection between people and the customer experience, both internally and externally; rewarding value creation, executing talent strategies to develop, retain and attract top talent; focusing on diversity, equity and inclusion (DEI) leadership and environmental, social, and governance (ESG) excellence.
Performance: World-class
Outperform the markets we serve through our SEE Operating Engine; create customer references by offering the best service and being “at the table and online” with our customers; execute a purpose-driven capital allocation mindset.
Platforms: Best Solutions, right price, make them sustainable
Focus on leading solutions that generate customer savings; SEE Touchless Automation™ — doing more with less by investing and working smarter; aiming to create significant customer savings.
Processes: SEE Operating Engine
Embed SEE Operating Engine into everything we do, thereby eliminating waste, automating and simplifying processes, and removing people from harm’s way.
Sustainability: Make our world better than we find it
Drive environmental, social, and governance excellence by focusing on achieving goals that aim to make our world better than we find it. SEE is dedicating innovation, research and development resources to design or advance packaging materials to be recyclable or reusable and contain more recycled and or renewable content and has announced a goal to reach net-zero carbon emissions within our operations by 2040.
2021 Highlights
In 2021, we delivered strong sales and earnings, overcoming dramatic inflationary, supply, and COVID challenges. Our results are a testament to our culture, people, and the powerful SEE Operating Engine.
Total Shareholder Return 97.5% ’19-’21 Performance Period | Net Sales $5.5B +13% year over year | Net Earnings $491M +1% year over year | Adj EBITDA* $1.13B +8% year over year | |||||||||
EPS $3.22 +4% year over year | Adj EPS* $3.55 +11% year over year | Cash Flow from Operations $710M | Free Cash Flow* $497M | |||||||||
| * | Represents a non-GAAP financial measure. See Annex A for reconciliations of GAAP and non-GAAP financial measures. |
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| 2022 Proxy Summary |
Environmental, Social and Governance Highlights
Sustainability Is in Everything We Do and Fueling Our Growth
At SEE, environmental sustainability is integrated in our business strategy. Our priorities and commitments represent what we believe is important for creating a future that is more sustainable.
Accelerating the Advancement of a Circular Economy
We are working to achieve our 2025 Sustainability and Materials Pledge aimed to increase materials circularity in the industry through innovation, reducing plastic and other materials waste and collaborating for change.
Investment in Innovation. Dedicating innovation, research and development resources to design or advance packaging materials to be recyclable or reusable and contain more recycled and or renewable content.
Reduce Plastic and Other Materials Waste. Committing to ambitious targets of recycled content across all packaging solutions which maximize post-consumer recycled content.
Collaborate for Change. Building strategic partnerships, combining talent, resources and experience to scale solutions that drive a circular economy. SEE is a member of the following methods:Alliance to End Plastic Waste and an active participant in the American Chemistry Council.
Mitigating Climate Change
Sealed Air has set a goal to reach net-zero carbon emissions for its global operations by 2040. The Company will continue to reduce Scope 1 and 2 carbon emissions through investments in renewable energy and by increasing efficiencies across its operations.
Preserving Resources
We focus on reducing water use, energy use, and waste in our operations and throughout the supply chain while innovating, manufacturing and delivering high-performance packaging solutions.
SEE Ventures — Investing in a Sustainable Future
SEE Ventures is part of our capital allocation strategy focused on investing in early-stage disruptive technologies and new business models for growth. Our SEE Ventures investment portfolio includes those that advance plastic recycling and a circular economy.
SEE Caring, High-Performance Culture
At Sealed Air, we are developing a caring, high-performance culture that is guided by our purpose and focuses on creating long-term value for our stakeholders and society.
Culture Council Leading Transformation
In 2021, the Company created the Culture Council to assist in leading our culture transformation. The Culture Council is focused on executing six workstreams designed to further embed our high-performance culture throughout our organization.
Diversity, Equity and Inclusion: promoting a diverse, equitable, trusting and inclusive culture for all employees.
SEE Operating Engine: capturing our transformation successes into an operating engine that continues to reinvent our business from within.
Operational Excellence: pursuing continuous improvement opportunities.
SEE Academy: nurturing a learning culture that thrives on personal growth and development, strengthening our capabilities to deliver world-class results.
2022 Proxy Statement | 5 |
| 2022 Proxy Summary |
Total Wellbeing and Experience: strengthening our people through total wellbeing, physical and mental health, social, career, financial and community impact.
Community Impact: establishing a framework and resources to encourage active involvement in global philanthropic efforts, to empower local community engagement and to scale social impact in our communities.
Diversity, Equity and Inclusion Strengthening Our Culture
On our journey to world class, we are committed to creating a diverse workplace where each person feels valued and respected. Our individual, unique perspectives and inclusive culture will make our world better than we find it. It’s our responsibility to help drive the change we want to see. We are pledging to:
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| ✓ | Increase gender diversity across employees globally to more than 30% by 2025 |
| ✓ | Increase the representation of racial and ethnic minorities in our United States workforce to above 35% by 2025 |
| ✓ | Build a more inclusive culture with our employees across the globe |
As of December 31, 2021, 25% of our global employee base are female and 34% of our U.S. workforce belong to racial and ethnic minority groups. We provide our consolidated EEO-1 report and additional information on our diversity, equity and inclusion actions on our website at https://www.sealedair.com/company/our-company/diversity-equity-and-inclusion.
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| 2022 Proxy Summary |
Governance Best Practices | ||
We operate on a strong governance foundation |
✓ Adopted the “Rooney Rule,” which requires women and minority candidates to be included in the pools from which nominees for the Board are considered ✓ Majority voting standard for director elections, with resignation policy ✓ Seven of eight director nominees are independent, including the Chairman of the Board ✓ Independent Audit, Nominating and Corporate Governance, and Organization and Compensation Committees ✓ Oversight of environmental, social and governance matters assigned to the Nominating and Corporate Governance Committee ✓ Oversight of matters relating to corporate culture, employee engagement, diversity, equity and inclusion assigned to the Organization and Compensation Committee ✓ Robust risk oversight by the Board and its committees ✓ Annual Board and committee self-evaluations ✓ Regular executive sessions of independent directors ✓ Mandatory retirement policy for directors ✓ Proxy access rights ✓ Stock ownership guidelines for directors and executives ✓ Orientation for all new directors and ongoing director education programs | |
Pro-Active Stockholder Engagement
We regularly engage with current and prospective stockholders. In 2021 we engaged with stockholders representing approximately 64% of our outstanding shares, and we discussed subjects such as long-term strategy, financial performance, acquisitions and divestitures, major trends and issues affecting the Company’s businesses, industry dynamics, executive compensation, sustainability, and environmental, social and governance matters. See “Executive Compensation—Compensation Discussion and Analysis—2021 Say-on-Pay Vote & Stockholder Outreach” for more information regarding stockholder engagement efforts relating to our executive compensation program.
The Nominating and Corporate Governance Committee oversees the Company’s stockholder engagement activities. The feedback received from our stockholder engagement efforts is communicated to and considered by the Board, and our engagement activities have produced valuable feedback that helps inform our decisions and our strategy, when appropriate.
Code of Conduct and Ethics as the Foundation of Our Culture
Our Code of Conduct was approved by the Board and applies to our directors, officers, employees, suppliers and other third-party business partners. Our employees are required to review the Code of Conduct annually and affirm their adherence in writing. Employees receive regular online education as part of enhanced global ethics and compliance programs. This training includes required and monitored courses for employees in specific roles based on associated risk and function. The topics of online courses include the Code of Conduct, anti-bribery, anti-corruption, conflicts of interest, workplace respect and others. The Integrity Committee, with executive and senior leader membership, oversees the Company’s ethics and integrity programs. The Audit Committee regularly receives updates on matters relating to such programs.
2022 Proxy Statement | 7 |
| 2022 Proxy Summary |
Additional information on our environmental, social and governance efforts is available on our website at www. sealedair.com/company/sustainability.
Proposal 1. Election of Directors
Nominees
We are asking stockholders to elect the following eight director nominees. Each of the nominees currently serves as a director of Sealed Air. Information in the table is as of April 14, 2022.
| Name | Occupation | Director Since | Independent | Other Registered Investment Co. Boards | ||||||
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Elizabeth M. Adefioye
Age 54 |
Chief People Officer of Emerson Electric Co. |
March 2022 |
✓ |
0 | |||||
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Zubaid Ahmad
Age 60 |
Founder and Managing Partner at Caravanserai Partners, LLC |
2020 |
✓ |
0 | |||||
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Françoise Colpron
Age 51 |
Group President, North America of Valeo SA |
2019 |
✓ |
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Edward L. Doheny II
Age 59 |
President and CEO of Sealed Air |
2017 |
1 | ||||||
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Henry R. Keizer
Age 65 |
Retired Deputy Chairman and COO of KPMG |
2017 |
✓ |
2 | |||||
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Harry A. Lawton III
Age 47 |
President and CEO of Tractor Supply Company |
2019 |
✓ |
1 | |||||
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Suzanne B. Rowland
Age 60 |
Retired Group Vice President, Industrial Specialties, of Ashland Global Holdings, Inc. |
2020 |
✓ |
2 | |||||
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Jerry R. Whitaker
Age 71 |
Retired President of Electrical Sector-Americas, Eaton Corporation |
2012 |
✓ |
1 |
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| 2022 Proxy Summary |
Nominee Composition
Nominee Skills and Experience
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 | Executive Leadership | • | • | • | • | • | • | • | • | |||||||||
 | Global Business | • | • | • | • | • | • | • | • | |||||||||
 | Finance and Accounting | • | • | • | • | • | • | |||||||||||
 | Manufacturing and Industry Experience | • | • | • | • | • | • | • | ||||||||||
 | Environmental and Sustainability | • | • | • | • | |||||||||||||
 | Strategic Planning | • | • | • | • | • | • | • | • | |||||||||
 | Corporate Governance | • | • | • | • | • | • | • | ||||||||||
 | Risk Management | • | • | • | • | • | • | • | • | |||||||||
 | Technology, Science and Innovation | • | • | • | • | • | • | |||||||||||
 | Human Resources | • | • | • | • | • | • | • | ||||||||||
2022 Proxy Statement | 9 |
PROXY SUMMARY
| 2022 Proxy Summary |
Director NomineesProposal 2. Ratification of Appointment of Independent Auditor for 2022
We are asking stockholders to ratify the Audit Committee’s retention of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditor to examine and report on our consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending December 31, 2022.
Proposal 3. Approval of 2021 Executive Compensation on an Advisory Basis
We are asking for stockholder approval, on an advisory basis in accordance with SEC rules, of the 2021 compensation of our “named executive officers” as disclosed under “Executive Compensation” in this Proxy Statement, including the disclosures set forth thereunder in “—Compensation Discussion and Analysis” and the compensation tables and related narrative discussion.
2021 Executive Total Target Direct Compensation Mix
* “Performance-Based” means AIP + PSU
| Name | Age | Director Since | Occupation | Experience/ Qualifications | Independent | Committee Memberships | Other Company Boards | |||||||||||||||||
| Yes | No | |||||||||||||||||||||||
Michael Chu | 67 | 2002 | Managing Director of | ● Leadership | X | ● Organization and | ● Arcos Dorados | |||||||||||||||||
| IGNIA Fund, Senior | ● Global | Compensation | ||||||||||||||||||||||
| Advisor of Pegasus | ● Finance | |||||||||||||||||||||||
| Capital and Senior | ||||||||||||||||||||||||
| Lecturer at Harvard | ||||||||||||||||||||||||
| Business School | ||||||||||||||||||||||||
Lawrence R. Codey | 71 | 1993 | Retired President | ● Leadership | X | ● Audit | ● Horizon Blue Cross Blue | |||||||||||||||||
| and COO of PSE&G | ● Government | Shield of New Jersey | ||||||||||||||||||||||
● Finance | ● New Jersey Resources | |||||||||||||||||||||||
| Corporation | ||||||||||||||||||||||||
Patrick Duff | 58 | 2010 | General Partner of | ● Leadership | X | ● Audit | ||||||||||||||||||
| Dunham Partners, LLC | ● Finance | ● Nominating and Corporate | — | |||||||||||||||||||||
● Education | Governance (Chair) | |||||||||||||||||||||||
Jacqueline B. Kosecoff | 66 | 2005 | Managing Partner of | ● Leadership | X | ● Nominating and Corporate | ● athenahealth, Inc. | |||||||||||||||||
| Moriah Partners, LLC | ● Industry | Governance | ● STERIS Corporation | |||||||||||||||||||||
| and senior advisor | ● Global | ● Organization and | ||||||||||||||||||||||
| to Warburg Pincus | Compensation (Chair) | |||||||||||||||||||||||
Neil Lustig | 54 | 2015 | CEO of Sailthru, Inc. | ● Leadership | X | ● Nominating and Corporate | — | |||||||||||||||||
● Innovation | Governance | |||||||||||||||||||||||
● Industry | ● Organization and | |||||||||||||||||||||||
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Kenneth P. Manning | 74 | 2002 | Chairman | ● Leadership | X | ● Audit | ● Sensient Technologies | |||||||||||||||||
of Sensient Technologies | ● Industry ● Global | ● Nominating and Corporate Governance | Corporation | |||||||||||||||||||||
| Corporation | ||||||||||||||||||||||||
William J. Marino | 72 | 2002 | Retired Chairman, | ● Leadership | X | ● Chairman of the Board | ● Sun Bancorp, Inc. | |||||||||||||||||
| President and CEO | ● Industry | ● WebMD Health Corp. | ||||||||||||||||||||||
| of Horizon Blue | ● Governance | |||||||||||||||||||||||
| Cross Blue Shield of | ||||||||||||||||||||||||
| New Jersey | ||||||||||||||||||||||||
Jerome A. Peribere | 61 | 2012 | President and | ● Leadership | X | — | ● Xylem Inc. | |||||||||||||||||
| CEO of Sealed | ● Global | |||||||||||||||||||||||
| Air Corporation | ● Industry | |||||||||||||||||||||||
Richard L. Wambold | 64 | 2012 | Retired CEO of | ● Leadership | X | ● Organization and | ||||||||||||||||||
| Reynolds/Pactiv | ● Industry | Compensation | ||||||||||||||||||||||
| Foodservice and | ● Global | |||||||||||||||||||||||
| Consumer Products | ||||||||||||||||||||||||
Jerry R. Whitaker | 65 | 2012 | Retired President of | ● Leadership | X | ● Audit (Chair) | ● Matthews International | |||||||||||||||||
| Electrical Sector-Americas, Eaton | ● Global ● Finance | ● Nominating and Corporate Governance | Corporation | |||||||||||||||||||||
| Corporation | ||||||||||||||||||||||||
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| 2022 Proxy Summary |
PROXY SUMMARY
Key FeaturesElements of Our Executive Compensation Program
Key Features
The following table summarizes the main components of our executive compensation program for our named executive officers.
Compensation | Description | Objectives | ||
Base Salary | Fixed cash compensation based on role and duties | Appropriate level of market based fixed pay Assist with recruitment and retention | ||
Annual Incentive | Annual cash award based on company financial performance with 0%-200% payout Company, business unit and individual goals may also be considered | Reward executives for driving superior operating and financial results over a one-year timeframe Create a direct correlation between business success and financial reward | ||
Long-Term Incentives | 70% PSUs earned based on performance, typically over three-year period with 0%-250% payout 30% time-vesting RSUs vesting annually over three years | Reward achievement of longer-term goals and value creation Create direct correlation between longer-term business success and financial reward Encourage retention and ownership | ||
Retirement Plans | 401(k) and Profit-Sharing Plan Non-qualified deferred compensation plan | Provide retirement income and wealth creation for participants Assist with recruitment and retention | ||
Severance Benefits | Executive Severance Plan, with reasonable severance benefits | Assist with recruitment and retention | ||
Other Benefits | Health care and life insurance programs Limited perquisites | Competitive with peer companies Assist with recruitment and retention |
2022 Proxy Statement | 11 |
| 2022 Proxy Summary |
Key Compensation Policies and Practices
The Organization and Compensation Committee believes that our executive compensation program follows best practices aligned to long-term stockholder interests, as summarized below:
What We Do | ||||
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| Recovery of annual or long-term incentive compensation based on achievement of financial results that were subsequently restated due to error or misconduct, regardless of whether the | ||
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| Under our equity compensation plans, vesting following a change in control requires involuntary termination of employment | |||
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| Consistent with focus on | |||
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| Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests | ||
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| Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests | ||
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PROXY SUMMARY
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Compensation Components
The main components of our executive compensation program for U.S. employees, including for our named executive officers, are set forth in the following table. A more detailed description is provided in the Compensation Discussion and Analysis.
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| Corporate Governance |
Under our Bylaws and the Delaware General Corporation Law, our business and affairs are managed by or under the direction of the Board of Directors, which delegates some of its responsibilities to its Committees. The Nominating and Corporate Governance Committee of the Board periodically reviews the size of the Board to ensure that the number of directors most effectively supports our Company. We have a strong commitment to diversity of background and experience among our directors, as described below under “— Board Diversity” and “Proposal 1. Election of Directors — Director Qualifications.”
Board Leadership Structure
Jerry R. Whitaker Age: 71 Director Since: 2012 Occupation: Retired President of Sector-Americas, Eaton Corporation |
Notwithstanding the appointment of a Chairman, the Board considers all of its members responsible and
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The Board believes having an independent Chairman is beneficial because it ensures that management is subject to independent and | |||
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PROXY SUMMARY
Independence of Directors
2015 Executive Total Direct Compensation MixUnder our Corporate Governance Guidelines adopted by the Board and the requirements of the New York Stock Exchange, or NYSE, the Board of Directors must consist of a majority of independent directors. The Board annually reviews the independence of all non-employee
directors. The Board has established categorical standards consistent with the corporate governance standards of the NYSE to assist it in making determinations of the independence of Board members. We have posted a copy of our Standards for Director and Executive CompensationIndependence on our website at https://ir.sealedair.com/corporate-governance/highlights. These categorical standards require that, to be independent, a director may not have any material relationship with Sealed Air. Even if a director meets all categorical standards for independence, the Board reviews other relationships with Sealed Air in order to conclude that each independent director has no material relationship with Sealed Air either directly or indirectly.
2015 DIRECTOR COMPENSATION TABLEThe Board has determined that the following director nominees are independent: Elizabeth M. Adefioye, Zubaid Ahmad, Françoise Colpron, Henry R. Keizer, Harry A. Lawton III, Suzanne B. Rowland and Jerry R. Whitaker. The Board has also determined that Michael P. Doss and Neil Lustig, who are current directors but are not standing for re-election
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |||||||||
Hank Brown | 24,375 | 0 | 24,375 | |||||||||
Michael Chu | 95,000 | 100,024 | 195,024 | |||||||||
Lawrence R. Codey | 95,000 | 100,024 | 195,024 | |||||||||
Patrick Duff | 110,000 | 100,024 | 210,024 | |||||||||
Jacqueline B. Kosecoff | 27,500 | 185,039 | 212,539 | |||||||||
Neil Lustig | 87,500 | 100,024 | 187,524 | |||||||||
Kenneth P. Manning | 102,500 | 100,024 | 202,524 | |||||||||
William J. Marino | 136,000 | 160,008 | 296,008 | |||||||||
Richard L. Wambold | 95,000 | 100,024 | 195,024 | |||||||||
Jerry R. Whitaker | 110,000 | 100,024 | 210,024 | |||||||||
PROXY SUMMARY
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Jerome A. Peribere | 2015 | 1,180,188 | 0 | 6,918,394 | 0 | 31,800 | 8,130,382 | |||||||||||||||||||||
| President and Chief Executive Officer | 2014 | 1,150,000 | 0 | 10,775,959 | 0 | 37,200 | 11,963,159 | |||||||||||||||||||||
| 2013 | 1,016,667 | 0 | 6,158,787 | 900,000 | 226,383 | 8,301,837 | ||||||||||||||||||||||
Carol P. Lowe | 2015 | 613,500 | 0 | 1,195,493 | 418,662 | 106,772 | 2,334,427 | |||||||||||||||||||||
| Senior Vice President and Chief Financial Officer | 2014 | 585,844 | 0 | 2,147,601 | 562,394 | 43,296 | 3,339,134 | |||||||||||||||||||||
| 2013 | 540,313 | 0 | 908,602 | 449,507 | 24,481 | 1,922,903 | ||||||||||||||||||||||
Emile Z. Chammas | 2015 | 501,025 | 0 | 807,579 | 395,093 | 62,607 | 1,766,304 | |||||||||||||||||||||
Senior Vice President, Chief Supply Chain Officer | 2014 | 477,480 | 0 | 1,542,639 | 530,732 | 286,498 | 2,837,349 | |||||||||||||||||||||
| 2013 | 437,100 | 0 | 967,459 | 0 | 34,606 | 1,439,165 | ||||||||||||||||||||||
Karl R. Deily | 2015 | 502,863 | 0 | 914,505 | 351,371 | 63,425 | 1,832,164 | |||||||||||||||||||||
| Vice President, President Food Care | 2014 | 470,500 | 0 | 1,642,171 | 456,287 | 44,233 | 2,613,292 | |||||||||||||||||||||
| 2013 | 410,000 | 0 | 724,591 | 357,268 | 25,974 | 1,517,833 | ||||||||||||||||||||||
Ilham Kadri | 2015 | 433,695 | 0 | 713,078 | 346,062 | 378,795 | 1,871,360 | |||||||||||||||||||||
Vice President, President Diversey Care | 2014 | 433,073 | 0 | 1,542,576 | 466,807 | 131,753 | 2,574,209 | |||||||||||||||||||||
| 2013 | 466,567 | 0 | 734,203 | 355,597 | 198,458 | 1,754,825 | ||||||||||||||||||||||
Advisory Vote to Approve Our Executive Compensation
Wethe Board at the 2022 Annual Meeting, are asking for stockholder approvalindependent, and that Dr. Jacqueline B. Kosecoff, who retired from the Board effective as of the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules, which disclosures include the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the narrative discussion following the compensation tables.
The Audit Committee has approved the retention of Ernst & Young LLP, an Independent Registered Public Accounting Firm, as the independent auditor of Sealed Air to examine and report on the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting for the fiscal year ending December 31, 2016, subject to ratification of the retention by the stockholders at the Annual Meeting.
Notice of Annual Meeting of Stockholders
of
Sealed Air Corporation
We will hold the2021 Annual Meeting of Stockholders, was independent while she served as a director.
2022 Proxy Statement | 13 |
| Corporate Governance |
Board Oversight of Strategy
Oversight of Sealed Air Corporation,Air’s business strategy and planning is a Delaware corporation, on May 19, 2016 at 10:00 a.m., Eastern Time, at Crowne Plaza Charlotte Executive Park at 5700 Westpark Drive, Charlotte, North Carolina 28217.key responsibility of the Board. The purposes for the Annual Meeting areBoard has dedicated one Board meeting each year to electan in-depth review of Sealed Air’s entirelong-term strategic plan. The Board also regularly reviews strategy-related matters at other Board meetings throughout the year, such as key market trends, innovation and the competitive landscape. To monitor management’s execution of Directors, to provide for an advisory voteSealed Air’s strategic goals, the Board receives regular updates and is actively engaged in dialogues with management.
Board Oversight of the stockholders to approve our executive compensationSustainability and Environmental, Social and Governance (ESG) Matters
We recognize sustainability and ESG as disclosed in the attached proxy statement, to ratify the appointment of the independent auditor ofstrategic business imperatives at Sealed Air and have made them an integral part of our strategy and business. Recognizing the importance of these matters, the Board designated the Nominating and Corporate Governance Committee with the responsibility of overseeing our sustainability strategies and other matters concerning ESG and public policy issues affecting Sealed Air. The Board also designated the Organization and Compensation Committee with the responsibility of overseeing our workforce and people management strategies, including matters relating to transactcorporate culture, employee engagement, and diversity, equity and inclusion in furtherance of our ESG related strategies.
The Board is highly engaged in assessing sustainability and ESG matters affecting Sealed Air. The Board and its committees regularly discuss Sealed Air’s sustainability and ESG matters with management. In 2021, such other businessdiscussions included matters related to corporate culture, sustainability and circular economy, carbon neutrality, climate and natural disaster responses, diversity, equity and inclusion, employee health and safety, materiality assessment, stakeholder engagement, community impact, as may properly come before the meeting. The individual proposals are:well as ESG reporting and governance.
For highlights of our ESG initiatives, see “2022 Proxy Summary—Environmental, Social and Governance Highlights.”
Board Oversight of Risk
The Board of Directors is actively involved in oversight of risks that could affect Sealed Air. The Board has fixeddelegated oversight of certain specific risk areas to Committees of the closeBoard. For example, the Audit Committee oversees cybersecurity risk management as well as our major financial risk exposures and the steps we have taken to monitor and control such exposures, while the Organization and Compensation Committee considers risks arising in connection with the design of business on March 21, 2016the Company’s compensation programs and succession planning. The risk oversight responsibility of each Board Committee is described in its committee charter available at https://ir.sealedair.com/corporate-governance/committee-composition. The Board as a whole, however, is responsible for oversight of our risk management processes and our enterprise risk management program. The Board regularly discusses risk management with management and among the record datedirectors during meetings.
Cybersecurity risk oversight is a top priority for the determinationBoard. While the Board has delegated the specific responsibility of stockholders entitledcybersecurity risk oversight to noticethe Audit Committee, the Board is actively involved in overseeing cybersecurity risk management, both through presentations given by management during Board meetings as well as regular reports from the Audit Committee on its cybersecurity risk oversight activities. Normally, management is scheduled to provide cybersecurity updates at one Board meeting and three Audit Committee meetings each year. Sealed Air maintains a security awareness program that includes annual mandatory training, frequent phishing simulations, and acknowledgment of information security and acceptable use policies. Furthermore, individuals supporting the information security program are required to vote at the Annual Meeting.
We have sent or made available a copy of our 2015 Annual Report to Stockholders to all stockholders of record. Additional copies are available upon request.
We invite you to attend the meeting so that management may discuss business trends with you, listen to your suggestions, and answer any questions that you may have. Because it is important that as many stockholders as possible be represented at the meeting, please review the proxy statement promptly and carefully and then vote. You may vote by following the instructions for voting set forth on the Notice of Internet Availability of Proxy Materials or on your proxy card, or if you receive a paper copy of the proxy card by mail, you may complete and return the proxy cardhold certifications demonstrating proficiency in the accompanying postage-paid, addressed envelope. If you attend the meeting, you may vote your shares personally even though you have previously voted by proxy.
The only voting securitiessupport of the Company are the outstanding shares of its common stock, par value $0.10 per share. The Company will keep a list of the stockholders of record at its principal office at 8215 Forest Point Boulevard, Charlotte, North Carolina 28273 for a period of ten days prior to the Annual Meeting.
On behalf of the Board of Directors,
NORMAN D. FINCH JR.
Vice President, General Counsel
relevant technologies and Secretary
Charlotte, North Carolina
April 8, 2016
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to be held on May 19, 2016
Please note that the Company’s Notice of Annual Meeting of Stockholders, Proxy Statement for the Annual Meeting of Stockholders and 2015 Annual Report are available at:
http://proxyreport.sealedair.com
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The Board has been actively engaged in overseeing management’s response to the COVID-19 pandemic. Since the onset of the pandemic, COVID-19 has been a recurring topic at Board meetings.
Questions and Answers about the Annual MeetingBoard Diversity
Most stockholders will not receive printed copiesOur Board is committed to seeking director candidates to achieve a mix of directors that enhances the proxy materials unless they request them. Instead, we have mailed a Noticediversity of Internet Availability of Proxy Materials that will tell you how to accessbackground, skills and review all of the proxy materialsexperience on the Internet. The notice also tells you how to vote on the Internet. If you would like to receive a paper or e-mail copy of our proxy materials, you should follow the instructions for requesting such materials in the notice.
Our Proxy Statement for the 2016 Annual Meeting; and
Our 2015 Annual Report to Stockholders, which includes our audited consolidated financial statements.
If you requested or receive printed versions of these materials by mail, these materials also include the proxy card for the Annual Meeting.
The ten nominees are:
Michael Chu
Lawrence R. Codey
Patrick Duff
Jacqueline B. Kosecoff
Neil Lustig
Kenneth P. Manning
William J. Marino
Jerome A. Peribere
Richard L. Wambold
Jerry R. Whitaker
Advisory vote to approve our executive compensation; and
Ratification of Ernst & Young LLP as our independent registered public accounting firm for 2016.
Beneficial owners of shares held in “street name” may vote by following the voting instructions provided to you by your bank or broker or other nominee.
You may also vote in person at the Annual Meeting as described below.
http://proxyreport.sealedair.com
voting via the Internet or telephone at a later time;
submitting a properly signed proxy card with a later date; or
voting in person at the Annual Meeting.
If you hold shares of the Company through Sealed Air’s Profit-Sharing Plan or Sealed Air’s 401(k) Thrift Plan, please refer to the next question and answer.
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If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. Thisage, gender, international background, race, ethnicity and specialized experience.
We recently formalized our longstanding commitment to Board diversity by adopting the “Rooney Rule,” under which the Board is referredcommitted to seeking out qualified diverse candidates, including women and minority candidates, to include in the pools from which nominees for the Board are considered.
Since 2019, we have added three new female directors and two new ethnic minority directors to the Board. Our director nominees represent 38% in gender diversity and 25% in race and ethnic diversity.
Board Meetings, Committee Membership and Attendance
The Board generally holds four regular meetings per year and meets on other occasions when circumstances require. Directors spend additional time preparing for Board and Committee meetings, and we may call upon directors for advice between meetings. We encourage our directors to attend director education programs.
Under our Corporate Governance Guidelines, we expect directors to regularly attend meetings of the Board and of all Committees on which they serve and to review the materials sent to them in advance of those meetings. We also expect nominees for election at each annual meeting of stockholders to attend the annual meeting. All of our directors who were then serving as a “broker non-vote.” The only routine matter expected to be voted on atdirector attended the 2021 Annual Meeting is the ratification of the appointment of the independent auditor.Stockholders.
Vote Required for Election or Approval
Sealed Air’s only voting securities are the outstanding shares of our common stock. As of the close of business on March 21, 2016, 196,720,368 shares of common stock were outstanding, each of which is entitled to one vote at the Annual Meeting. Only holders of record of common stock at the close of business on March 21, 2016, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. A majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote on any matters to be considered at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing broker non-votes.
Election of Directors: Majority Vote Requirement
Each director will be elected by a vote of the majority of the votes cast with respect to that director, where a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” the director. We will not count shares voted to “abstain” for the purpose of determining whether a director is elected. Similarly, broker non-votes will not have any effect on the outcome of the election of directors since broker non-votes are not counted as “votes cast.” Under the Company’s Certificate of Incorporation, its Bylaws and the Delaware General Corporation Law, a director holds office until a successor is elected and qualified or until his or her earlier resignation or removal. If any of the nominees that is currently in office is not elected at the Annual Meeting, then the BylawsOur Corporate Governance Guidelines provide that the director shall offer to resign from our Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to our Board whether to accept or reject the resignation, or whether other action should be taken. Our Board will consider and act onmeet regularly in executive session without management in attendance. The Chairman of the recommendationBoard presides at each executive session. The Chairman’s designee or the chair of the Nominating and Corporate Governance Committee and publicly disclose its decision andserves as the rationale behind it within 90 days frompresiding director if the dateChairman of the certificationBoard is unable to serve.
During 2021 the Board held seven meetings. Each current director attended at least 95% of the election results. The director who offers his or her resignation will not participate in the decisionaggregate number of meetings of the Board and all committees of the Board on which he or she served during 2021.
2022 Proxy Statement | 15 |
| Corporate Governance |
Board Committees and Membership
The Board maintains an Audit Committee, a Nominating and Corporate Governance Committee, orand an Organization and Compensation Committee. The members of these Committees consist only of independent directors. The Board also maintains an Executive Committee, which is comprised of the Chairman of the Board serving as chair of Directors. Ifthe Executive Committee, the CEO and the chairs of the other standing Committees. The Executive Committee may act on behalf of the Board when convening a meeting of Directors accepts such resignation, thenthe full Board is impractical. The Executive Committee did not meet in 2021.
The Board has adopted charters for each of the Committees, which are reviewed annually by the Committees and the Board. The Committee charters are available on our website at https://ir.sealedair.com/corporate-governance/committee-composition.
| 11 Meetings in 2021 | ||||||||
| Henry R. Keizer Chair Members: Zubaid Ahmad Françoise Colpron Suzanne B. Rowland | The Board has determined that each member of the Audit Committee is independent, as defined in the listing standards of the NYSE, and is financially literate. The Board has also determined that each of Messrs. Ahmad and Keizer is an audit committee financial expert in accordance with the standards of the SEC. No director is eligible to serve on the Audit Committee if that director simultaneously serves on the audit committees of more than two other public companies. The Audit Committee is responsible for: • our internal control system, including information technology security and control • our public reporting processes • the performance of our internal audit function • the annual independent audit of our consolidated financial statements and related disclosure • the quality and integrity of our consolidated financial statements • our legal and regulatory compliance • the retention, performance, qualifications, rotation of personnel, and independence of our independent auditor • related person transactions involving Sealed Air and members of the Board and executive officers Our independent auditor is ultimately accountable to the Audit Committee. The Audit Committee has the ultimate authority and responsibility to select, evaluate, approve terms of retention and compensation of, and, where appropriate, replace the independent auditor. The Audit Committee evaluates the performance of our independent auditor and interviews and has direct involvement in the selection of the lead audit partner in connection with the mandated rotation of such position. | ||||||
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| Corporate Governance |
2022 Proxy Statement | 17 |
| Corporate Governance |
| Organization and Compensation Committee | 12 Meetings in 2021 | |||||||
| Françoise Colpron Chair Members: Michael P. Doss Harry A. Lawton III Neil Lustig | The Board has determined that each current member of the Organization and Compensation Committee, or the Compensation Committee, is independent, as defined in the listing standards of the NYSE. The Compensation Committee is responsible for: • compensation of the executive officers • stockholder review and action regarding executive compensation matters • performance review of our CEO and executive management • succession planning • Sealed Air-sponsored incentive compensation plans, equity-based plans and tax-qualified retirement plans • workforce and people management strategies, including matters relating to corporate culture, employee engagement, and diversity, equity and inclusion in furtherance of the Company’s environmental, social and governance-related strategies The Compensation Committee oversees and provides strategic direction to management with respect to our executive compensation plans and programs. The Compensation Committee reviews our CEO’s performance and compensation with the other non-employee directors. Based on that review, the Compensation Committee evaluates the performance of our CEO and makes all compensation decisions for our CEO. The Compensation Committee may also recommend certain CEO compensation decisions to the Board for further approval by the non-employee members of the Board. The Compensation Committee also reviews and approves the compensation of the other executive officers. The Compensation Committee makes most decisions regarding changes in salaries and bonuses during the first quarter of the year based on company and individual performance during the prior year, as well as relevant commercially available proxy and survey data of peer group companies and companies of comparable size. The Compensation Committee also has authority to grant equity compensation awards under our 2014 Omnibus Incentive Plan, as amended and restated effective May 18, 2021 (the “2014 Incentive Plan”). This award authority has been delegated on a limited basis for awards to employees who are not subject to the requirements of Section 16 of the Securities Exchange Act of 1934 to the Equity Award Committee, comprised of our CEO. | ||||||
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| Corporate Governance |
Compensation Committee Interlocks and Insider Participation
Each of Ms. Colpron, Mr. Doss, Mr. Lawton and Mr. Lustig, as well as Dr. Kosecoff, who retired from the Board can filleffective as of the vacancy resulting from that resignation2021 Annual Meeting of Stockholders, served on the Compensation Committee during 2021. During 2021 none of the members of the Compensation Committee was an officer or can reduceemployee of Sealed Air or any of its subsidiaries, and no executive officer of Sealed Air served on the numberboard of directors that constitutes the entire Board of Directors so that no vacancy exists.any entity whose executive officers included a director of Sealed Air.
Advisory Vote to Approve Our Executive CompensationBoard and Committee Evaluations
The advisory voteBoard and each committee annually conduct a self-evaluation to approve our executive compensation must be approved byreview and assess the affirmative voteoverall effectiveness of the holders of a majority ofBoard, each committee and the shares of common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions will count as votes against this proposal since sharesdirectors, including with respect to whichstrategic oversight, board structure and operation, interactions with and evaluation of management, governance policies and committee structure and composition. The process includes detailed written surveys as well as individual, private meetings between each director and the stockholder abstains will be deemed presentChairman. Committee self-assessments of performance are shared with the full Board. The Nominating and entitledCorporate Governance Committee also reviews the Corporate Governance Guidelines each year in light of changing conditions and shareholders’ interests and recommends appropriate changes to vote. Broker non-votes will have nothe Board for consideration and approval. Matters with respect to Board composition, the nomination of directors, Board processes and topics addressed at Board and committee meetings are also considered as part of our self-assessment process. As appropriate, these assessments result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effect on the outcomefunctioning of this proposal since such shares will not be deemed entitled to vote.our Board and its committees.
Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting firm for 2016
The ratification of Ernst & Young LLP as our independent registered public accounting firm for 2016 must be approved by the affirmative vote of the holders of a majority of the shares of common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions will be deemed present and, therefore, will count as votes against this proposal. Because this proposal is considered a routine matter, there will not be any broker non-votes on this proposal.
Any other matters considered at the Annual Meeting must be approved by the affirmative vote of the holders of a majority of the shares of common stock entitled to vote and present in person or represented by proxy at the Annual Meeting.
Corporate GovernanceHedging Policy
Under our Corporate Governance Guidelines and other policies, all Sealed Air Corporation directors, executive officers and certain other key executives are prohibited from hedging and speculative trading of Sealed Air securities. They may not purchase or sell puts, calls, options or other derivative securities based on Sealed Air securities and may not enter hedging or monetization transactions such as zero-based collars and forward sale contracts, in which the holder continues to own the underlying security without all the risks or rewards of ownership. In addition, other than permitted loans from our 401(k) plan, such persons may not purchase Sealed Air securities on margin or borrow against any account in which Sealed Air securities are held, subject, in the case of executive officers and other key executives, to exceptions as may be granted by the Organization and Compensation Committee.
Corporate Governance GuidelinesMaterials
The Board of Directors has adopted and operates under Corporate Governance Guidelines that reflect our current governance practices in accordance with applicable statutory and regulatory requirements, including those of the SEC and the NYSE. The Corporate Governance Guidelines are available on our web sitewebsite atwww.sealedair.comhttps://ir.sealedair.com/corporate-governance/highlights.
Under theIn addition to our Corporate Governance Guidelines, and the requirements of the NYSE, the Board must consist of a majority of independent directors. The Board annually reviews the independence of all non-employee directors. The Board has established categorical standards consistent with theother information relating to corporate governance standards of the NYSE to assist it in making determinations of the independence of Board members. We have attached a copy of our current director independence standards to this Proxy Statement as Annex A and also posted a copyat Sealed Air is available on our web sitewebsite atwww.sealedair.comhttps://ir.sealedair.com/corporate-governance/highlights. These categorical standards require that, to be independent, a director may not have a material relationship with the Company. Even if a director meets all categorical standards for independence, the Board reviews other relationships with the Company in order to conclude that each independent director has no material relationship with the Company either directly or indirectly.
The Board has determined that the following director nominees are independent: Michael Chu, Lawrence R. Codey, Patrick Duff, Jacqueline B. Kosecoff, Neil Lustig, Kenneth P. Manning, William J. Marino, Richard L. Wambold and Jerry R. Whitaker. In evaluating the independence of the non-employee director nominees, the Board considered the following transactions, relationships or arrangements:
Mr. Manning is the Chairman and a director of Sensient Technologies Corporation. In 2015, Sealed Air Corporation and all of its subsidiaries paid approximately $357,971 to Sensient and its affiliates for colors and other products. Sealed Air sold to Sensient and its affiliates goods and services in an amount totaling approximately $236,195 during 2015. These relationships are expected to continue at approximately the same levels during 2016. In 2014, Sealed Air Corporation and all of its subsidiaries paid approximately $270,809 to Sensient and its affiliates for colors and other products. Sealed Air sold to Sensient and its affiliates goods and services in an amount totaling approximately $307,215 during 2014. The fees paid to Sensient during 2014 and 2015 have been substantially less than 2% of Sensient’s consolidated gross revenues.
Mr. Lustig served as the President and Chief Executive Officer of Vendavo Inc. from August 2007 through October 2014. In February 2014, Vendavo entered into an agreement with Deloitte Consulting to act as a subcontractor to Deloitte in connection with Deloitte’s professional services engagement with Sealed Air. This contract served to engage Vendavo’s consultants to implement the SAP Price and Margin Management software modules for Sealed Air. In 2014, Sealed Air paid Deloitte Consulting approximately $3,368,380 for such work. Shortly after Mr. Lustig’s departure from Vendavo on October 30, 2014, the contract with Deloitte was cancelled and replaced with a direct agreement between Vendavo and Sealed Air. Mr. Lustig was not involved in any way with this renegotiation. In 2015, Sealed Air paid Vendavo approximately $1.2 million for such work. The fees paid to Vendavo, directly or indirectly, during each of the years 2013, 2014 and 2015 have been less than 2% of Vendavo’s consolidated gross revenues. Mr. Lustig remained an advisor to Vendavo from October 2014 through October 2015. In exchange for these advisory services, Mr. Lustig received a modest stock option grant.
For many years, we have had a, including our: (i) Bylaws; (ii) Code of Conduct applicable to the Companyall directors, officers and employees of Sealed Air and its subsidiaries. The Code of Conduct applies to all of our employees and to our officers and directors. We also have a supplementalsubsidiaries; (iii) Code of Ethics for Senior Financial Executives that applies to our Chief Executive Officer, Chief Financial
Officer, Controller, Treasurer,Executives; (iv) Related-Person Transactions Policy and all other employees performing similar functions. We have posted the texts of the Code of Conduct and the Code of EthicsProcedures; (v) Standards for Senior Financial Executives on our web site atwww.sealedair.com. We will post any amendmentsDirector Independence; (vi) Qualifications for Nomination to the Code of ConductBoard; and the Code of Ethics(vii) Policy and Procedure for Senior Financial Executives on our web site. In accordance with the requirements of the SEC and the NYSE, we will also post waivers applicable to any of our officers or directors from provisions of the Code of Conduct or the Code of EthicsStockholder Recommendations for Senior Financial Executives on our web site. We have not granted any such waivers.
The Board is actively involved in oversight of risks that could affect the Company. While the Audit Committee oversees our major financial risk exposures and the steps we have taken to monitor and control such exposures, and the Organization and Compensation Committee considers the potential of our executive compensation programs to raise material risksNominations to the Company, the Board as a whole is responsible for oversight of our risk management processes and our enterprise risk management program. The Board regularly discusses risk management with Management and among the Directors during meetings.Board.
2022 Proxy Statement | 19 |
| Corporate Governance |
Stockholders and other interested parties may communicate directly with the non-management directors of the Board of Directors by writing to
Non-Management Directors
c/o Corporate Secretary at Sealed Air Corporation 8215 Forest Point
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28273, 28208
or by sending an email todirectors@sealedair.com. In either case, the Chairman of ourthe Board will be notified of all such correspondence as appropriate and will communicate with the other directors as appropriate about the correspondence. We have posted information on how to communicate with the non-management directors on our web sitewebsite atwww.sealedair.com.https://ir.sealedair.com/corporate-governance/contact-the-board.
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Mr. Marino was elected as the Chairman of
| Certain Relationships and Related-Person Transactions |
Under our Corporate Governance Guidelines, the Board of Directors in May 2014. The Chairman presides at meetings of the Board of Directors at which he is present and leads the Board of Directors in fulfilling its responsibilities as specified in the Bylaws. The Chairman has the right to call special and emergency meetings. The Chairman serves as the liaison for interested parties who request direct communications with the Board of Directors.
Notwithstanding the appointment of a Chairman, the Board considers all of its members responsible and accountable for oversight and guidance of its activities. All directors have the opportunity to request items to be included on the agendas of upcoming meetings.
The Board of Directors believes having an independent chair is beneficial in that it ensures that management is subject to independent and objective oversight and the independent directors have an active voice in the governance of the Company. The leadership structure is reviewed annually as part of the Board’s self-assessment process, and changes may be made in the future to reflect the Board’s composition as well as our needs and circumstances.
Under the Delaware General Corporation Law and the Company’s Bylaws, our business and affairs are managed by or under the direction of the Board of Directors, which delegates some of its responsibilities to its Committees and to management.
The Board of Directors generally holds six regular meetings per year and meets on other occasions when circumstances require. Directors spend additional time preparing for Board and Committee meetings, and we may call upon directors for advice between meetings. Also, we encourage our directors to attend director education programs.
The Corporate Governance Guidelines adopted by the Board provide that the Board will meet regularly in executive session without management in attendance. The Chairman of the Board presides at each
executive session. The Chairman’s designee or the chair of the Nominating and Corporate Governance Committee serves as the presiding director if the Chairman of the Board is unable to serve.
Under the Corporate Governance Guidelines, we expect directors to regularly attend meetings of the Board and of all Committees on which they serve and to review the materials sent to them in advance of those meetings. We expect nominees for election at each annual meeting of stockholders to attend the Annual Meeting. All of the nominees for election at the Annual Meeting this year currently serve as directors of the Company. All of the nominees for election at the Annual Meeting this year who are currently directors attended the 2015 Annual Meeting.
During 2015, the Board of Directors held seven meetings, excluding actions by unanimous written consent, and held four executive sessions and six executive sessions with only independent directors. Each current member of the Board of Directors attended at least 75 percent of the aggregate number of meetings of the Board of Directors and of the Committees of the Board on which the director served during 2015.
The Board of Directors maintains an Audit Committee, a Nominating and Corporate Governance Committee, and an Organization and Compensation Committee. The members of these Committees consist only of independent directors. The Board of Directors has adopted charters for each of the Committees, which are reviewed annually by each Committee and the Board of Directors. The Committee charters are available on our web site atwww.sealedair.com.
The principal responsibility of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities for monitoring and overseeing:
our internal control system, including information technology security and control;
our public reporting processes;
the performance of our internal audit function;
the annual independent audit of our consolidated financial statements;
the integrity of our consolidated financial statements;
our legal and regulatory compliance; and
the retention, performance, qualifications, rotation of personnel and independence of our independent auditor.
Our independent auditor is ultimately accountable to the Audit Committee. The Audit Committee has the ultimate authority and responsibility to select, evaluate, approve terms of retention and compensation of, and, where appropriate, replace the independent auditor, subject to ratification of the selection of the independent auditor by our stockholders at the Annual Meeting.
The current members of the Audit Committee are Mr. Whitaker, who serves as chair, and Messrs. Codey, Duff, and Manning, as well as Mr. Marino who serves ex officio. Our Board of Directors has determined that each current member of the Audit Committee is independent, as defined in the listing standards of the NYSE, is financially literate, and is an audit committee financial expert in accordance with the standards of the SEC. No director is eligible to serve on the Audit Committee if that director simultaneously serves on the audit committees of three or more other public companies. The Audit Committee held thirteen meetings in 2015, excluding actions by unanimous written consent. During 2015, the Audit Committee met privately with representatives of the independent auditors of Sealed Air, KPMG LLP (predecessor) and Ernst & Young LLP on five occasions, met privately with the Company’s head of Internal Audit on four occasions, met privately with the Company’s management on four occasions, and held three executive sessions with only non-employee directors in attendance.
Nominating and Corporate Governance Committee
The principal responsibilities of the Nominating and Corporate Governance Committee are to:
identify individuals qualified to become Board members, consistent with criteria approved by the Board, and recommend to the Board director nominees for the next annual meeting of stockholders and director nominees to fill vacancies or newly-created directorships at other times;
provide oversight of the corporate governance affairs of the Board and the Company, including developing and recommending to the Board the Corporate Governance Guidelines;
assist the Board in evaluating the Board and its Committees; and
recommend to the Board the compensation of non-employee directors.
The current members of the Nominating and Corporate Governance Committee are Mr. Duff, who serves as chair, and Messrs. Lustig, Manning and Whitaker and Dr. Kosecoff, as well as Mr. Marino who serves ex officio. Our Board of Directors has determined that each current member of the Nominating and Corporate Governance Committee is independent, as defined in the listing standards of the NYSE. The Nominating and Corporate Governance Committee held five meetings in 2015, excluding actions by unanimous written consent. During 2015, the Nominating and Corporate Governance Committee held one executive session with only non-employee directors in attendance.
The Nominating and Corporate Governance Committee has the sole authority to retain, oversee and terminate any consulting or search firm to be used to identify director candidates or assist in evaluating director compensation and to approve any such firm’s fees and retention terms. Starting in late 2010, the Nominating and Governance Committee has engaged Frederic W. Cook & Co., Inc. (“Cook & Co.”) to advise the Nominating and Corporate Governance Committee on director compensation. Cook & Co. also advises the Organization and Compensation Committee regarding executive compensation.
The Nominating and Corporate Governance Committee will consider director nominees recommended by our stockholders in accordance with a policy adopted by the Committee. Recommendations should be submitted to the Secretary of the Company in writing at Sealed Air Corporation, 8215 Forest Point Boulevard, Charlotte, North Carolina 28273, along with additional required information about the nominee and the stockholder making the recommendation. A copy of the policy is attached to this Proxy Statement as Annex B and posted on our web site atwww.sealedair.com. Information on qualifications for nominations to the Board and procedures for stockholder nominations to the Board is included below under “Director Qualifications” and “Identifying and Evaluating Nominees for Directors.”
Organization and Compensation Committee
The principal responsibilities of the Organization and Compensation Committee, which we refer to as the Compensation Committee, are to assist the Board in fulfilling its responsibilities relating to:
compensation of the executive officers;
stockholder review and action regarding executive compensation matters;
performance of our Chief Executive Officer and executive management;
succession planning; and
Company-sponsored incentive compensation plans, equity-based plans and tax-qualified retirement plans.
The current members of the Compensation Committee are Dr. Kosecoff, who serves as chair, Messrs. Chu, Lustig and Wambold, as well as Mr. Marino who serves ex officio. Our Board of Directors has determined that each current member of the Compensation Committee is independent, as defined in the listing standards of the NYSE. The Compensation Committee held seven meetings in 2015, excluding actions by unanimous written consent. During 2015, the Compensation Committee held five executive sessions with only non-employee directors in attendance.
The Compensation Committee oversees and provides strategic direction to management with respect to our executive compensation plans and programs. The Compensation Committee reviews our Chief Executive Officer’s performance and compensation with the other non-employee directors. Based on that review, the Compensation Committee evaluates the performance of our Chief Executive Officer, reviews the Compensation Committee’s evaluation with him, and makes all compensation decisions for our Chief Executive Officer. The Compensation Committee also reviews and approves the compensation of the other executive officers. The Compensation Committee makes most decisions regarding changes in salaries and bonuses during the first quarter of the year based on Company, division or function and individual performance during the prior year, as well as reviewing relevant commercially available proxy and survey data of peer group companies and companies of comparable size. The Compensation Committee also has authority to grant equity compensation awards under our 2014 Omnibus Incentive Plan. This award authority has been delegated on a limited basis for awards to employees who are not subject to the requirements of Section 16 of the Exchange Act to the Equity Award Committee, comprised of our Chief Executive Officer.
The Compensation Committee has the sole authority to retain, oversee and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and to approve the consultant’s fees and retention terms. Since November 2006, the Compensation Committee has retained Cook & Co. as its executive compensation consultant. Cook & Co. also advises the Nominating and Corporate Governance Committee regarding director compensation but does not provide any other services to the Company. The Company pays Cook & Co.’s fees. Additional information on the executive compensation services performed in 2015 by Cook & Co. is included in “Executive Compensation—Compensation Discussion and Analysis—Governance of Our Executive Compensation Program—Role of Independent Compensation Consultant” below.
Compensation Committee Interlocks and Insider Participation
During 2015, none of the members of the Compensation Committee has been an officer or employee of the Company or any of its subsidiaries.
Certain Relationships and Related Person Transactions
Under the Audit Committee charter, the Audit Committee has the responsibility to review and, if appropriate, approve conflicts of interest or potential conflicts of interest involving our senior financial executives and to act, or recommend Board action, on any other violations or potential violations of our Code of Conduct by executive officers. Under our Code of Conduct, the Board reviews any relationships or transactions that might constitute a conflict of interest for a director.
In 2007, Under its charter, the Audit Committee reviews and, if appropriate, approves conflicts of interest or potential conflicts of interest involving our senior financial executives, as well as oversees the investigation of and acts, or recommends action of the Board, on any other violations or potential violations of our Code of Conduct or Code of Ethics for Senior Financial Executives by executive officers.
The Board has adopted itsa Related-Person Transactions Policy and Procedures, (the “Related-Person Policy”).which we refer to below as the Related-Person Policy. The current Related-Person Policy is in writing and is posted on the Company’s web siteSealed Air’s website atwww.sealedair.com https://ir.sealedair.com/corporate-governance/highlights. The Related-Person Policy provides for the review of all relationships and transactions in which the CompanySealed Air and any of its executive officers, directors and five-percent stockholders or their immediate family members are participants to determine whether to approve or ratify such relationships or transactions, as well as whether such relationships or transactions might affect a director’s independence or must be disclosed in our proxy statement.Proxy Statement. All such transactions or relationships are covered if the aggregate amount may exceed $120,000 in a calendar year and the person involved has a direct or indirect interest other than solely as a director or a less than 10 percent beneficial ownership interest in another entity. The Related-Person Policy includes a list of certain types of pre-approved relationships and transactions. Determinations whether to approve or ratify any other relationship or transaction are based on the terms of the transaction, the importance of the relationship or transaction to the Company,Sealed Air, whether the relationship or transaction could impair the independence of a non-employee director, and whether the relationship or transaction would present an improper conflict of interest for any director or executive officer of the Company,Sealed Air, among other factors. Information on relationships and transactions is requested in connection with annual questionnaires completed by each of our executive officers and directors.
The Nominating and Corporate GovernanceUnder the Related-Person Policy, the Audit Committee has the responsibility to review and, if appropriate, approve or ratify all relationships and transactions covered under the Related-Person Policy, although the Board has delegated to the chair of the Nominating and Corporate GovernanceAudit Committee and to the Chief Executive Officer of the Companyour CEO the authority to approve or ratify specified transactions. For potential conflicts of interest involving an executive officer,In making determinations under the chair ofRelated-Person Policy, the Audit Committee shall consult with the Nominating and Corporate Governance Committee and the chair of the Audit Committee can agree that only one of those Committees will address the matter.as it deems appropriate. No director can participate in any discussion or approval of a relationship or transaction involving himself or herself (or one of his or her immediate family members).
Other than transactions The Related-Person Policy provides that are considered pre-approvedif material information about a previously reviewed transaction changes, our management must convey such information to the Audit Committee at its next meeting. In addition, if management becomes aware of a transaction that should have been reviewed under the Related-Person Policy, management must report the transactions described above under “Corporate Governance—Independence of Directors” were ratified or approvedinformation to the Audit Committee promptly, and the Audit Committee will review the transaction in accordance with the Related-Person Policy.
2022 Proxy Statement | 21 |
| Director Compensation |
During 2015,2021 annual compensation for our non-employee directors was comprisedconsisted of the following components: annual or interim retainers paid at least 50% in shares of common stock,stock; committee fees paid in cash,cash; and other fees for special assignments or director education programs paid in cash. A director may defer payment of annual or interim retainers until retirement from the Board of Directors, as described below. The following table shows the total compensation for non-employee directors during 2015:
2015 DIRECTOR COMPENSATION TABLE2021:
| Director | Fees Earned or Paid in Cash1 ($) | Stock Awards2 ($) | Total ($) | |||||||||
Hank Brown*, ** | 24,375 | 0 | 24,375 | |||||||||
Michael Chu | 95,000 | 100,024 | 195,024 | |||||||||
Lawrence R. Codey | 95,000 | 100,024 | 195,024 | |||||||||
Patrick Duff* | 110,000 | 100,024 | 210,024 | |||||||||
Jacqueline B. Kosecoff* | 27,500 | 185,039 | 212,539 | |||||||||
Neil Lustig | 87,500 | 100,024 | 187,524 | |||||||||
Kenneth P. Manning | 102,500 | 100,024 | 202,524 | |||||||||
William J. Marino† | 136,000 | 160,008 | 296,008 | |||||||||
Richard L. Wambold | 95,000 | 100,024 | 195,024 | |||||||||
Jerry R. Whitaker* | 110,000 | 100,024 | 210,024 | |||||||||
Director |
Fees Earned or Paid in Cash1 ($) | Stock Awards2 ($) | Total ($) | ||||||||||||
Zubaid Ahmad |
| 17,500 |
| 240,036 |
| 257,536 | |||||||||
Françoise Colpron* |
| 131,000 |
| 140,030 |
| 271,030 | |||||||||
Michael P. Doss |
| 10,000 |
| 240,036 |
| 250,036 | |||||||||
Henry R. Keizer* |
| 140,500 |
| 140,030 |
| 280,530 | |||||||||
Jacqueline B. Kosecoff*, ** |
| 20,625 |
| — |
| 20,625 | |||||||||
Harry A. Lawton III |
| 110,000 |
| 140,030 |
| 250,030 | |||||||||
Neil Lustig* |
| 125,000 |
| 140,030 |
| 265,030 | |||||||||
Suzanne B. Rowland |
| 117,500 |
| 140,030 |
| 257,530 | |||||||||
Jerry R. Whitaker† |
| 160,000 |
| 224,048 |
| 384,048 | |||||||||
| * | Chair of committee |
| ** | Retired from the Board as of |
|
| † | Chairman of the Board. |
The amounts shown consist of cash compensation paid in |
| 2 | The amounts shown represent the aggregate grant date fair value of stock awards granted in |
Director Compensation Processes
Our director compensation program is intended to enhance our ability to attract,motivate, retain and motivate attract non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of our common stock.
The Board of Directors reviews director compensation at least annually based on recommendations by the Nominating and Corporate Governance Committee.
Independent Non-Employee Director Compensation Consultant
The Nominating and Corporate Governance Committee has the sole authority to engage a consulting firm to evaluate director compensation and starting in late 2010 engaged Frederic W. Cook & Co. to assist in establishing, Inc., or FW Cook, until October 2021, and Pearl Meyer & Partners LLC, or Pearl Meyer, since then as consultants for director compensation. The Nominating and Corporate Governance Committee and the Board base their determinations on director compensation on recommendations from FW Cook & Co. and based on reviewingPearl Meyer, commercially available survey data related to
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| Director Compensation |
general industry director
compensation trends at companies of comparable size and our peer group companies.companies, as well as other relevant factors. FW Cook & Co.and Pearl Meyer also servesserved as the independent consultant to the Compensation Committee on executive compensation.
Under the 2014 Omnibus Incentive Plan, each member of the Board of Directors who is neither an officer nor an employee of the Company andnon-employee director who is elected at an annual meeting of stockholders receives an annual retainer for serving as a director. The Board sets the amount of the annual retainer prior to the Annual Meetingannual meeting based on the recommendation of the Nominating and Corporate Governance Committee.
The 2014 Omnibus Incentive Plan gives the Board the flexibility to set annual retainers based on a fixed number of shares of common stock, a fixed amount of cash, or a combination of shares of common stock and cash. In late 2014,2020, based on peer company data provided by FW Cook, & Co., the Nominating and Corporate Governance Committee recommended and the Board approved 20152021 annual retainers in the amount of (i) $160,000(a) $224,000 payable in shares of common stock and $136,000$160,000 payable in cash (or in shares of common stock at the election of the Chairman of the Board) for the independent Chairman of the Board, and (ii) $100,000(b) $140,000 payable in shares of common stock and $85,000$100,000 payable in cash (or in shares of common stock at the election of each director) for each other non-employee director.
The chair of the Audit Committee receivedreceives an annual fee of $25,000, and other members of the Audit Committee receivedreceive annual fees of $10,000. The chair of the Nominating and Corporate Governance Committee receivedreceives an annual fee of $15,000, and other members of the Nominating and Corporate Governance Committee receivedreceive annual fees of $7,500. The chair of the Compensation Committee receivedreceives an annual fee of $20,000, and other members of the Compensation Committee receivedreceive annual fees of $10,000. Committee fees are paid quarterly in quarterly installments in cash.cash for each quarter served.
A non-employee director who is elected other than at an annual meeting is entitled to an interim retainer on the date of election. The interim retainer is a pro rata portion of the annual retainer to reflect less than a full year of service.
We pay at least half of each retainer, whether annual or interim retainer in shares of common stock or deferred stock units and the remainder in cash, except that each non-employee director canmay elect, prior to becoming entitled to the retainer, to receive the entire retainer in shares of common stock. For any portion of an annual or interim retainer denominated in cash but paid in shares of common stock, we calculate the number of shares of common stock to be issued by dividing the amount payable in shares of common stock by the fair market value per share. TheWith respect to an annual retainer, the fair market value per share is the closing price of the common stock on the Annual Meetingannual meeting date or, if no sales occurred on that date, the closing price on the most recent prior day on which a sale occurred. The number of shares issued as all or part of an interim retainer is determined based on the amountclosing price of cash payable as shares ofthe common stock divided by the fair market value per share on the date of the director’s election to the Board.Board of Directors or, if no sales occurred on that date, the closing price on the most recent prior day on which a sale occurred. If any calculation would result in a fractional share of common stock being issued, then we round the number of shares to be issued up to the nearest whole share.
We issue shares of common stock in payment of the stock portion of a retainer that is payable in shares of common stock to the non-employee director promptly after he or she becomes entitled to receive it. We pay the cash portion of an annual retainer payable in cash in a single payment shortly after the end of the calendar quarter during which the director is elected. We pay the cash portion of an interim retainer payable in cash shortly after the end of the calendar quarter in which the non-employee director is elected, except that if the non-employee director is elected between April 1 and the next annual meeting of stockholders, then we pay the cash portion of the interim retainer shortly after the non-employee director is elected.
2022 Proxy Statement | 23 |
| Director Compensation |
The Sealed Air Corporation Deferred Compensation Plan for Directors permits a A non-employee director to elect tomay defer all or part of the director’s annual retainer until the non-employee director retires from the Board. Each non-employee director has the opportunity tomay first elect to defer the stock portion of the annual retainer payable in shares of common stock.retainer. If a non-employee director makes that election, he or she may also elect to defer the cash portion if any, of the annual retainer payable in cash. We holdretainer.
A director receives stock units for his or her deferred stock, which will be converted to shares of our common stock asfollowing the director’s retirement from the Board. Directors are credited with dividend equivalents on their stock units,
in a which are automatically converted into additional full or fractional stock account.units. Such stock units may not be transferred by a director. Wedirector and do not issue these shares until we pay the non-employee director, normally after retirement from the Board, so the non-employee director cannot vote the stock units. We consider deferred shares, when issued, as issued under the 2014 Omnibus Incentive Plan. In 2013, the Board amended the Sealed Air Corporation Deferred Compensation Plan for Directors to allow for directors to be credited with additional full or fractional stock units for cash dividends received with respect to their outstanding stock units. have voting rights.
We credit deferred cash to an unfunded cash account that earns interest quarterly at the prime rate less 50 basis points until paid. During 2015,2021 none of the non-employee directors who participated in the Deferred Compensation Plan for Directors received above market earnings on thehis or her deferred cash or stock units credited to his or her account. The units.
A non-employee director canmay elect to receive the balances in his or her stock and cash accounts in a single payment during January of the year after retirement or in five annual installments starting during January of the year afterfollowing retirement.
Anon-employee director may not sell, transfer or encumber his or her retainer shares of common stock issued under the 2014 Omnibus Incentive Plan while the director servesserving on the Board, of Directors, except that a non-employee director may make gifts of such shares issued under the 2014 Omnibus Incentive Plan to family members or to trusts or other forms of indirect ownership so long as the non-employee director would be deemedremains as a beneficial owner of the shares with a direct or indirect pecuniary interest in the shares and would retain voting and investment control over the shares while the non-employee director remains a director of the Company. During this period, the director, or the director’s accounts under the Deferred Compensation Plan for Directors, if the director has elected to defer payment of the shares, is entitled to receive or be credited with any dividends or other distributions in respect of the shares.Sealed Air. The director has voting rights in respect of the shares issued to the director under the 2014 Omnibus Incentive Plan. Since we hold deferred shares of common stock as stock units in a stock account, with no shares issued until payment is made to the non-employee director, directors cannot vote stock units representing deferred shares of common stock.retainer shares. The restrictions on the disposition of retainer shares issued pursuant to the 2014 Omnibus Incentive Plan terminate upon the occurrence of specified events related to a change in control of the Company.Sealed Air.
During 2015, 2021 non-employee directors who undertook special assignments at the request of the Board or of any Committee of the Board, or who attended a director education program,programs received a fee of $2,000 per day. All directors are entitled to reimbursement for expenses incurred in connection with Board service, including attending Board or Committee meetings.meetings as well as director education programs. We pay these fees and reimbursements in cash; these payments are not eligible for deferral under the Deferred Compensation Plan for Directors described above. Additionally, directors are permitted to participate in the Company’s matching gift program, whereby the Company will match gifts to qualified educational institutions on a dollar for dollar basis to a maximum of $5,000 per participant in any calendar year, on the same basis as employees.
20162022 Director Compensation
In late 2015,2021, based on peer company data provided by Cook & Co.,the advice of Pearl Meyer, the Nominating and Corporate Governance Committee recommended, and the Board approved, 2016 annual retainersfees payable to directors for 2022 in the amount of (i) $184,000 payable in shares of common stock and $144,000 payable in cash (or in shares of common stock at the election of the Chairman of the Board) for the independent Chairman of the Board, and (ii) $115,000 payable in shares of common stock and $90,000 payable in cash (or in shares of common stock at the election of each director) for each other non-employee director. The compensation for committee assignments for non-employee directors will remain the same amounts as 2015.described under “Board Retainers.”
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| Director Compensation |
Director Stock Ownership Guidelines
In order to align the interests of directors and stockholders, we believe that our directors should have a significant financial stake in the Company.Sealed Air. To further that goal, we adoptedmaintain stock ownership guidelines for non-employee directors during 2006. directors. The current stock ownership guidelines for non-employee directors,
which are part of our Corporate Governance Guidelines, specify that non-employee directors hold shares of common stock and stock units under the Sealed Air Corporationour Deferred Compensation Plan for Directors equal in aggregate value to five times the amount of the annual retainer payable in cash, or $425,000 (or $680,000which equaled (a) for the Chairman of the Board)Board, $800,000 for 20152021 and $450,000 (or $720,0002022, and (b) for the Chairman of the Board)other directors, $500,000 for 2016. Directors first elected after February 18, 20102021 and 2022. The directors have five years following first election to achieve the guidelines. In the event of an increase in the amount of the annual retainer payable in cash, directors serving when the increase is approved by the Board of Directors have two years after such approval to achieve the increased guideline. As of March 21, 2016,28, 2022, all directors were in compliance withmet the stock ownership guidelines for 2015 based on the 2015 retainer level,2021, other than Ms. Adefioye, Mr. LustigAhmad and Ms. Rowland, who isare within the initial five-year period allowed under the policy.
Election of Directors (Proposals 1-10)
At the Annual Meeting, the stockholders of the Company will elect the entire Board of Directors to serve for the ensuing year and until their successors are elected and qualified.
2022 Proxy Statement | 25 |
| Proposal 1. Election of Directors |
The Board of Directors has designated as nominees for election as directors the teneight persons named below, allbelow. Michael P. Doss and Neil Lustig, each of whom currently serve as directorsis a director, are not standing for re-election. As a result, they will step down from the Board and the size of the Company.Board will be reduced to eight directors, effective at the Annual Meeting.
Each of the director nominees currently serves as a director of Sealed Air. Elizabeth M. Adefioye, who was appointed to the Board in March 2022, initially was identified by a third-party search firm hired by the Nominating and Corporate Governance Committee and was appointed to the Board following evaluation and recommendation by the Nominating and Corporate Governance Committee. All other nominees were elected by stockholders at our 2021 Annual Meeting of Stockholders. Each nominee presented below was recommended by the Nominating and Corporate Governance Committee and nominated by the Board. Each director elected at the Annual Meeting will serve until our 2023 Annual Meeting of Stockholders or until a successor is duly elected and qualified. Each director nominee has consented to being named in the Proxy Statement and to serving as a director, if elected.
Shares of common stock that are voted as recommended by the Board of Directors will be voted in favor of the election as directors of the nominees named below. If any nominee becomes unavailable for any reason or if a vacancy should occur before the election, which we do not anticipate, the shares represented by a duly completed proxy may be voted in favor of such other person as may be determinedfor a substitute nominee designated by the holderBoard, unless the Board chooses to reduce its size.
The Board of Directors recommends a vote “FOR” each of the proxy.eight nominees for election as directors.
In 2004, the Nominating and Corporate Governance Committee of theThe Board has adopted its “QualificationsQualifications for Nomination to the Board,” a copy of which is attached to this Proxy Statement as Annex C and posted on the Company’s web siteour website atwww.sealedair.com.https://ir.sealedair.com/corporate-governance/highlights. The Qualifications provide that, in selecting directors, the Board of Directors should seek to achieve a mix of Board membersdirectors that enhances the diversity of background, skills and experience on the Board, including with respect to age, gender, international background, race, ethnicity and specialized experience. Directors should have relevant expertise and experience and be able to offer advice and guidance to our Chief Executive OfficerCEO based on that expertise and experience.
Also, a majority of directors should be independent under applicable NYSE listing standards, Board and Committee guidelines, and applicable laws and regulations. Each director is also expected to:
be of the highest ethical character and share the values of the CompanySealed Air as reflected in its Code of Conduct;
be highly accomplished in his or her field, with superior credentials and recognition;
have sound business judgment, be able to work effectively with others, have sufficient time to devote to theour affairs, of the Company, and be free from conflicts of interest; and
be independent of any particular constituency and be able to represent all stockholders of the Company.our stockholders.
The Board has determined that, as a whole, it must have the right mix of characteristics, skills and diversity to provide effective oversight of the Company. However, we do not have a formal policy concerning the diversity of the Board of Directors. Based on an evaluation of our business and the risks associatedSealed Air. In connection with the business, the Board believes that it should be comprised of persons with skills in areas such as:
knowledge of the industries in which we operate;
financial literacy;
management of complex businesses;
international business;
relevant technology and innovation;
financial markets;
manufacturing;
information technology;
sales and marketing;
legislative and governmental affairs;
legal and regulatory environment; and
strategic planning.
The Board conducts aBoard’s annual self-assessment process, every year and periodicallyit reviews the diversity of skills and characteristics needed by the Board in its oversight of the Company,Sealed Air, as well as the effectiveness of the diverse mix of skills and experience. As part of the review process, the Board considers the skill areas represented on the Board, those skill areas represented by directors expected to retire or leave the Board in the near future, and recommendations of directors regarding skills that could improve the ability of the Board to carry out its responsibilities.
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| Proposal 1. Election of Directors |
Identifying and Evaluating Nominees for Directors
When the Board or theits Nominating and Corporate Governance Committee has identified the need to add a new Board memberdirector with specific qualifications or to fill a vacancy on the Board, the chair of the Nominating and Corporate Governance Committee will initiate a search to identify candidates who meet the Company’s “Qualifications for Nomination to the Board.” Such search may include seeking input from other directors and senior management, reviewreviewing any candidates that the Nominating and Corporate Governance Committee has previously identified, and, if necessary, hirehiring an external search firm.
The Board is committed to a policy of inclusiveness, and, as such, the Nominating and Corporate Governance Committee, in performing its responsibilities to review director candidates and recommend candidates to the Board for election, considers in each search firm. diversity of age, gender, international background, race, ethnicity and specialized experience, in addition to the other criteria set forth above under “—Director Qualifications” and such other factors as the Nominating and Corporate Governance Committee deems appropriate.
We recently formalized our longstanding commitment to Board diversity by adopting the “Rooney Rule,” under which the Board is committed to seeking out qualified diverse candidates, including women and minority candidates, to include in the pools from which nominees for the Board are considered, invited for interviews and ultimately offered the opportunity to be appointed to the Board or stand for election to the Board.
Our director searches are conducted consistent with these priorities, and search firms with which we work are instructed accordingly.
The Nominating and Corporate Governance Committee will identify the initial list of candidates who satisfy the specificabove criteria if any, and otherwise qualify for membership on the Board. At least one member of the Nominating and Corporate Governance Committee (preferably the chair) and our Chairman of the Board and Chief Executive Officer will interview each qualified candidate; other directors will also interview the candidate if practicable. Based on a satisfactory outcome of those interviews, the Nominating and Corporate Governance Committee will make its recommendation on the candidate to the Board.
Our Bylaws include a procedure that stockholders must follow in order to nominate a person for election as a director at an annual meeting of stockholders, other than a nomination submitted by a stockholder to the Nominating and Corporate Governance Committee under the policy and procedures set forth in “Policyaccordance with our Policy and Procedure Forfor Stockholder Nominations Toto the Board” andBoard, as described above under “Corporate Governance—Nominating and Corporate Governance Committee.” The Bylaws require that timely notice of the nomination in proper written form, including all required information, be provided to the Corporate Secretary of the Company.Sealed Air. A copy of our Amended and Restated Bylaws is posted on our web sitewebsite atwww.sealedair.comhttps://ir.sealedair.com/corporate-governance/highlights..
Information Concerning Nominees
The information appearing in the following table sets forth, as of April 14, 2022, for each nominee for election as a director:
The nominee’s business experience for at least the past five years.years;
The year in which the nominee first became a director of the Company or of the former Sealed Air Corporation. On March 31, 1998, the Company completed a multi-step transaction, one step of which was a combination of the Cryovac business with the former Sealed Air Corporation. The period of service before that date includes time during which each director served continuously as a director of the Company or of the former Sealed Air Corporation.Air;
The nominee’s age as of the date of the Annual Meeting.age;
Directorships held by each nominee presently and at any time during the past five years at any public company or registered investment company.company; and
The reasons that the Board of Directors concluded that the nominee should serve as one of our director, at the time we file our proxy statement,directors in light of our business and structure.
There are no family relationships among any of the Company’sour directors, ornominees for director and executive officers.
2022 Proxy Statement | 27 |
| Proposal 1. Election of Directors |
Nominees for Election as Directors
Director
Age 54 | Elizabeth M. Adefioye | |||||||
Ms. Adefioye earned her Bachelor of Science degree in chemistry from Lagos State University and Post Graduate degree in Human Resources from University of Westminster. Ms. Adefioye brings to | ||||||||
Director 2020 Age 60 Committees Audit
Nominating and Corporate Governance | Zubaid Ahmad | |||||||
Mr.
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| Proposal 1. Election of Directors |
Director Since 2019 Age 51 Committees Audit Organization and Compensation (Chair) Executive | Françoise Colpron | |||||||
Ms. Colpron is Group President, North America of Valeo SA, responsible for the activities of the group in the United States, Ms. Colpron earned a Civil Law degree in 1992 from the University of Montreal, Canada. She was admitted to the Quebec bar in 1993 and to the Michigan bar in 2003. In 2020, Ms. Colpron was recognized by Automotive News as one of the “100 Leading Women in the North American Auto Industry” and, in 2016, by Crain’s Detroit Business as one of the “100 Most Influential Women in Michigan,” a Sealed Air benefits from Ms. Colpron’s international background as well as her business and legal experience.
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Director
Age 59 Committee Executive | Edward L. Doheny II | |||||||
Mr.
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Mr. Mr. Doheny brings | ||||||||
2022 Proxy Statement | 29 |
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Organization and Compensation Committee
Age 64
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Director 2017 Age 65 Committees Audit Nominating and Corporate Governance
Executive | Henry R. Keizer | |||||||
Mr. Keizer formerly served as Deputy Chairman and Chief Operating Officer of KPMG, the U.S.-based and largest individual member firm of KPMG International, or KPMGI, a role from which he retired in December 2012. KPMGI is a professional services organization that provides audit, tax and advisory services in 152 countries. Mr. Keizer previously held a number of key leadership positions throughout his 35 years at KPMG, including Global Head of Audit from 2006 to 2010 and U.S. Vice Chairman of Audit from 2005 to 2010. Mr. Keizer is a director of GrafTech International Ltd., where he serves as a member of the audit committee and the nominating and corporate governance committee. He is a trustee of BlackRock Multi-Asset Fund Complex. He previously served as Chairman of the Board of Hertz Global Holdings, Inc., where he also chaired the audit committee and served on the financing committee and the nominating and governance committee, until June 2021; as a director and audit committee chair of WABCO Holdings Inc. until May 2020; as a director of MUFG Americas Holdings, Inc. and MUFG Union Bank, a financial and bank holding company until 2016; and as a director of Montpelier Re Holdings, Ltd., a global property and casualty reinsurance company until July 2015. Mr. Keizer was also a director of the American Institute of Certified Public Accountants from 2008 to 2011. Mr. Keizer holds a Bachelor’s degree in Accounting, summa cum laude, from Montclair State University, New Jersey. Mr. Keizer has significant management, operating and leadership skills gained as Deputy Chairman and Chief Operating Officer of KPMG and as a director of multiple public and private companies. Mr. Keizer, a certified public accountant, has extensive knowledge and understanding of financial accounting, internal control over financial reporting and auditing standards from his many years of experience and key leadership positions he held with KPMG. Mr. Keizer also has over four decades of diverse industry perspective gained through advising companies engaged in manufacturing, banking, insurance, consumer products, retail, technology and energy, providing him with perspective on the issues facing major companies and the evolving global business environment. Mr. Keizer’s extensive leadership experience at KPMG provides the Board with expertise in risk management and oversight over our domestic and international operations. | ||||||||
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| Proposal 1. Election of Directors |
Director Since 2019 Age 47 Committee Organization and Compensation | Harry A. Lawton III | |||||||
Mr. Lawton has served as President and CEO and as a director of Tractor Supply Company since January 2020. Mr. Lawton previously served as President of Macy’s, Inc., from September 2017 to December 2019. As President of Macy’s, Mr. Lawton was responsible for all aspects of the Macy’s brand, including merchandising, marketing, stores, operations, technology, and consumer insights and analytics. Previously, Mr. Lawton was senior vice president of eBay North America since April 2015. In that role, Mr. Lawton oversaw all aspects of eBay’s Americas business unit, including marketing, merchandising, operations, business selling, consumer selling, and advertising, as well as global responsibility for shipping, payments, risk, and trust. Prior to joining eBay, Lawton spent 10 years in various leadership roles at Home Depot, where he most recently was senior vice president for merchandising. Mr. Lawton also served as President, Online, and in that role, he was responsible for accelerating the growth of Home Depot’s Internet business. Prior to that, Mr. Lawton was an associate principal at McKinsey & Co., providing strategic advice to executive teams in consumer-packaged goods and manufacturing industries. Mr. Lawton previously served on the board of Buffalo Wild Wings, Inc. He currently serves on the board of the National Retail Federation and the corporate advisory board for The University of Virginia’s Darden School of Business. He is also a member of the Business Roundtable. Mr. Lawton holds a Master of Business Administration degree from the University of Virginia and dual Bachelor’s degrees in Chemical Engineering, and Pulp and Paper Technology from North Carolina State University. Mr. Lawton’s education, business management experience and knowledge of the e-commerce and retail industries greatly benefit Sealed Air. | ||||||||
2022 Proxy Statement | 31 |
| Proposal 1. Election of Directors |
Director Since 2020 Age 60 Committees Audit Nominating and Corporate Governance | Suzanne B. Rowland | |||||||
Ms. Rowland is the former Group Vice President, Industrial Specialties, at Ashland Global Holdings, Inc., a position she held from June 2016 through March 2019 during the final phase of Ashland’s transformation from a holding company to a specialty chemicals company. Prior to joining Ashland, Ms. Rowland held senior executive positions at Tyco International including Vice President and General Manager, Fire Products and Vice President, Business Excellence, Flow Control. Previously, she worked at Rohm and Haas for over 20 years, where she served in senior executive roles including Vice President, Procurement and Vice President & Global Business Director, Adhesives. Ms. Rowland currently serves on the board of L.B. Foster Company, where she is chair of the nomination and governance committee; and on the board of James Hardie Industries, plc., where she serves on the audit committee. Ms. Rowland previously served on the board of SPX Flow, Inc. from 2018 to April 2022, where she was chair of the compensation and human capital management committee and a member of the audit committee and nominating, governance and sustainability committee. Ms. Rowland received a Bachelor of Science degree in chemical engineering from the University of Pennsylvania and a Master of Science degree in business studies from the London Business School. Ms. Rowland’s extensive operational and leadership experience in global industrial material and equipment markets provides valuable insight into strategic and operational issues for Sealed Air. Her knowledge of lean principles, strategic sourcing, mergers and acquisitions, and corporate governance are also beneficial assets to the Board. | ||||||||
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| Proposal 1. Election of Directors |
Director Since 2012 Chairman of the Board of Directors Age 71 Committees Ex Officio, Non-Voting Member of Audit, Nominating and Corporate Governance, and Organization and Compensation Committees Executive (Chair) | Jerry R. Whitaker | |||||||
Mr. Whitaker
Mr. Whitaker currently serves as a director of Matthews International Corporation, where he is the chair of the nominating and corporate governance committee and a member of the executive committee and the audit committee. Mr. Whitaker also serves on the advisory board for The Syracuse University School of Engineering. Mr. Whitaker received a Bachelor of Science degree from Syracuse University and a Mr. Whitaker’s extensive experience and knowledge as an executive in global manufacturing industries are valuable resources to
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The Board of Directors recommends a vote FOR the ten nominees for election as directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers
2022 Proxy Statement | 33 |
| Proposal 1. Election of Directors |
Nominee Skills and directors and any persons owning ten percent or more of the common stock to file reports with the SEC to report their beneficial ownership of and transactions in our securities and to furnish the Company with copies of the reports.Experience
Based solely upon a review of the Section 16(a) reports furnished to us, along with written representations from or on behalf of executive officers and directors that no other such reports were required during 2015, we believe that all required reports were timely filed during 2015.
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| Executive Leadership | • | • | • | • | • | • | • | • | |||||||||
| Global Business | • | • | • | • | • | • | • | • | |||||||||
| Finance and Accounting | • | • | • | • | • | • | |||||||||||
| Manufacturing and Industry Experience | • | • | • | • | • | • | • | ||||||||||
| Environmental and Sustainability | • | • | • | • | |||||||||||||
| Strategic Planning | • | • | • | • | • | • | • | • | |||||||||
| Corporate Governance | • | • | • | • | • | • | • | ||||||||||
| Risk Management | • | • | • | • | • | • | • | • | |||||||||
| Technology, Science and Innovation | • | • | • | • | • | • | |||||||||||
| Human Resources | • | • | • | • | • | • | • | ||||||||||
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| Beneficial Ownership Table |
The following table sets forth, as of the record date of March 28, 2022 (or as otherwise indicated), the number of outstanding shares and the percentage of common stock beneficially owned (as of the record date, or Schedule 13G or Schedule 13D date where indicated) and the percentage of the class beneficially owned (as of the record date):owned:
by each person known to us to be the beneficial owner of more than five percent of the then outstandingthen-outstanding shares of common stock;
directly or indirectly by each current director, nominee for election as a director, and named executive officer who is included in the 2015“Executive Compensation—Executive Compensation Tables—2021 Summary Compensation Table below;Table”; and
directly or indirectly by all of our current directors and executive officers of the Company as a group.
The number of shares of our common stock owned by each person is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.SEC. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares whichthat the individual has the right to acquire within 60sixty days after the record date of March 21, 2016,28, 2022, or by May 20, 2016,27, 2022, through the conversion of a security or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with a family member, with respect to the shares set forth in the following table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
Beneficial Owner | Shares of Common Stock Beneficially Owned | Percentage of Outstanding Shares of Common Stock | ||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 18,393,878 | 1 | 12.59 | % | ||||||
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 | 16,389,993 | 2 | 11.22 | % | ||||||
The Vanguard Group, Inc. 100 Vanguard Blvd Malvern, PA 19355 | 16,315,588 | 3 | 11.17 | % | ||||||
Elizabeth M. Adefioye | 0 | * | ||||||||
Zubaid Ahmad | 0 | 4 | * | |||||||
Emile Z. Chammas | 196,002 | 5, 7 | * | |||||||
Françoise Colpron | 9,677 | * | ||||||||
Edward L. Doheny II | 288,043 | 5, 6, 7 | * | |||||||
Michael P. Doss | 0 | 4 | * | |||||||
Henry R. Keizer | 16,696 | * | ||||||||
Harry A. Lawton III | 12,149 | * | ||||||||
Neil Lustig | 24,553 | * | ||||||||
Sergio Pupkin | 35,474 | 5, 7 | * | |||||||
Suzanne B. Rowland | 0 | 4 | * | |||||||
Christopher J. Stephens, Jr. | 7,697 | 5, 7 | * | |||||||
James M. Sullivan | 11,064 | 7 | * | |||||||
Jerry R. Whitaker | 10,021 | 4, 8 | * | |||||||
Angel S. Willis | 19,549 | 5, 7 | * | |||||||
All current directors and executive officers as a group (16 persons) | 640,429 | 9 | * | |||||||
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| 1 | The ownership information set forth in the table is based on information contained in a Schedule |
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2022 Proxy Statement | 35 |
| Beneficial Ownership Table |
| 2 | The ownership information set forth in the table is based on information contained in a Schedule 13G/A, filed with the SEC on February 14, 2022 by T. Rowe Price Associates, Inc., with respect to ownership of shares of common stock, which indicated that T. Rowe Price Associates, Inc. had sole voting power with respect to 6,655,627 shares and sole dispositive power with respect to 16,389,993 shares. |
| 3 | The ownership information set forth in the table is based on information contained in a Schedule 13G/A, filed with the SEC on February 10, 2022 by The Vanguard Group, Inc., with respect to ownership of shares of common stock, which indicated that The Vanguard Group, Inc. had shared voting power with respect to 219,270 shares, sole dispositive power with respect to 15,813,418 shares and shared dispositive power with respect to 502,170 shares. |
| 4 | The number of shares of common stock listed in the table does not include |
| represents one share of common stock. Holders of stock units cannot vote the shares represented by the units or transfer such units; see “Director Compensation—Deferred Compensation Plan” above. The stock units so held by non-employee directors are |
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Jerry R. Whitaker | ||||
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Total | ||||
| 65,510 |
| 5 | This figure does not include restricted stock units awarded under the 2014 Omnibus Incentive Plan. The number of |
Emile Z. Chammas | 16,276 | |||
Edward L. Doheny II | 114,744 | |||
Sergio Pupkin | 11,729 | |||
Christopher J. Stephens, Jr. | 33,522 | |||
Angel S. Willis | 7,382 | |||
Current directors and executive officers as a group | 186,917 |
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Emile Z. Chammas | ||||
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Current directors and executive officers as a group |
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| 9 | This figure includes, without duplication, the outstanding shares of common stock |
The address of all personsindividuals listed above (other than The Vanguard Group, Iridian Asset Management LLC, and BlackRock, Inc.) is c/o Sealed Air Corporation, 8215 Forest Point2415 Cascade Pointe Boulevard, Charlotte, NC 28273.
36 |
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| Executive Compensation |
Compensation Discussion and Analysis
Our Compensation Discussion and Analysis, (“or CD&A”) describes&A, provides information on the key featuresgoals and objectives of our executive compensation program including Sealed Air’s executive compensation philosophy, which focuses on incentivizing high-performance and value creation by aligning the Compensation Committee’s approach in deciding 2015interests of our Company, executives, and stockholders.
Our Named Executive Officers for 2021
This CD&A discusses the compensation forprovided to our named executive officers:officers for 2021 (the “named executive officers” or “NEOs”):
Name | Title | |
Edward L. Doheny II | President and Chief Executive Officer | |
Christopher J. Stephens, Jr. | ||
Senior Vice President, Chief Financial Officer | ||
Emile Z. Chammas | Senior Vice President, Chief Manufacturing and Supply Chain Officer & Chief Transformation Officer | |
Sergio Pupkin | Senior Vice President, | |
Angel S. Willis | Vice President, General Counsel and Secretary | |
James M. Sullivan | Former Senior Vice President, |
We have divided this discussion into five parts:
| Our CD&A includes five parts: | ||||||||||
| 2021 Summary of | page 38 | |||||||||
| Executive Compensation Program Design and Objectives | page 42 | |||||||||
| 2021 Compensation | page 45 | |||||||||
| Governance of Our Executive Compensation Program | page 53 | |||||||||
| page 55 | ||||||||||
2022 Proxy Statement | 37 |
2021 Summary of Business and Performance Results
Key Business Accomplishments in 20152021
In 2021, we delivered strong sales and earnings, overcoming dramatic inflationary, supply, and COVID challenges. Our results are a testament to our culture, people, and the powerful SEE Operating Engine.
Total Shareholder Return 97.5% ’19-’21 Performance Period | Net Sales $5.5B +13% year over year | Net Earnings $491M +1% year over year | Adj EBITDA* $1.13B +8% year over year | |||||||||
EPS $3.22 +4% year over year | Adj EPS* $3.55 +11% year over year | Cash Flow from Operations $710M | Free Cash Flow* $497M | |||||||||
Delivered net sales of $7.0 billion
| * | Represents a non-GAAP financial measure. See Annex A for reconciliations of GAAP and non-GAAP financial measures. |
Key 2021 Compensation Actions, Decisions and Adjusted EBITDA of $1.17 billion, or 16.7% of net sales. All three divisions, Food Care, Product Care and Diversey Care, delivered Adjusted EBITDA margin expansion as comparedResults
Stockholder Outreach
We had lower than normal stockholder support for our say-on-pay vote last year due to 2014.
Adjusted EBITDA increased 5.0% as reported compared to 2014 despite $126 million of unfavorable foreign currency translation impact.
Returned valueconcerns over a one-time action we took in 2020 on a 2017 new hire award for our CEO. As a result, we reached out to stockholders throughrepresenting approximately 74% of total shares outstanding to discuss perspectives on our executive compensation program and 2020 compensation decisions. In general, the repurchase of approximately 16.1 million shares for $802 million and annual dividend of approximately $107 million in 2015.
Please refer to pages 2, 3, 35, 57 and 93 of our Annual Report on Form 10-K filed on February 22, 2016 for additional information about our key accomplishments in 2015 and for important information about the use of non-U.S. GAAP financial measures, including applicable reconciliations to U.S. GAAP financial measures.
Key 2015 Compensation Decisions
Compensation decisions by the Compensation Committee for 2015 demonstrate the direct link between the compensation opportunities for our named executive officers and performance for our stockholders:
The Compensation Committee structured compensation opportunities for our named executive officers for 2015 similar tostockholders we engaged with supported the design of our executive compensation program that demonstrates our pay for 2014,performance philosophy. See “2021 Say-on-Pay Vote & Stockholder Outreach” below for more information.
Execution of ESG Embedded in 2021 Performance
Sustainability and Environmental, Social and Governance are strategic business imperatives at Sealed Air. In deciding base salary levels, target incentive awards, and annual incentive award payouts, the Compensation Committee considered the collective performance of the executive leadership team with an emphasisrespect to certain key strategic and operational goals, including Sealed Air’s sustainability and environmental, social and governance priorities. The Committee recognizes that performance on these strategic and operational goals contributed to Sealed Air’s strong financial performance and the compensation results in 2021. See “Environmental, Social and Governance Highlights” earlier in this proxy statement for more details.
SEE strategy includes priorities related to environmental, social and governance that positively impacted financial and operational performance in 2021 |
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| Executive Compensation |
2021 Incentive Compensation Payouts
Our financial performance drove the payouts for our 2021 annual incentive compensation awards and 2019-2021 performance share units (or PSUs):
2021 Annual Incentive Plan Results
| * | Net Sales payout was at 0% as the operating leverage target was not achieved due to excessive inflation. See discussion below. |
2019 – 2021 Performance Share Unit Results
2022 Proxy Statement | 39 |
| Executive Compensation |
2021 Long-Term Incentive Awards
We place a premium on performance-based annualcompensation principles and long-term incentiveseek to link compensation opportunities. For the named executive officers, 100%opportunities with performance and stockholder interests. Consistent with past practice, 70% of the long-term incentive compensation opportunity for our NEOs for 2021 was in the form of an award of PSUs (earned based on performance shareover 2021-2023), and 30% was in the form of time-vesting restricted stock units, (“PSUs”).
or RSUs. The Compensation Committee established performance goals for 2015 annual incentive awards under the Annual Incentive Plan, focused on a balanced mix of Adjusted EBITDA and expense reduction and working capital ratio goals.
The Compensation Committee established performance goalsselected metrics for the 2021-2023 PSUs awarded in early 2015 based on ourthat would reward strong earnings performance over a three-year performance period, 2015-2017. Performance for the PSUs is measured by a combination of our 2017 Consolidated Adjusted EBITDA Margin and our relative total stockholder return (“TSR”) compared against a group of peer companies over the performance period.above market growth.
Details regarding the performance measuresabout these 2021 compensation decisions and targets used for the 2015 annual incentive awards and 2015-2017 PSUsresults can be found below under “2015“2021 Compensation Decisions: Base SalaryDecisions and Incentive Compensation.”Results” below.
The following summarizes2021 Say-on-Pay Vote & Stockholder Outreach
In the 2015“say-on-pay” vote at the Annual Meeting held on May 18, 2021, the compensation results for theof our named executive officers basedwas supported by approximately 54% of the stockholders that voted due to concerns over a one-time action we took in 2020 on annual and three-year performance results through 2015:a 2017 new hire award for our CEO.
Say-on-Pay Vote Results (% Approving)
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2019 | 2020 | 2021 | ||
85% | 93% | 54% | ||
As this vote was not consistent with the support level that our overall executive compensation program has received in prior years, the Company engaged in extensive outreach activities, in addition to engagements held prior to our 2021 Annual performanceMeeting of Adjusted EBITDAStockholders.
Who We Met
Stockholders Contacted |
Stockholders Engaged |
Director Participation |
Sealed Air Participants
Our engagement team included our Chairman of the Board and expenseCompensation Committee Chair, as well as representatives of our management team, including investor relations, legal, human resources and working capital ratios all exceeded targets for 2015. As a result, the bonus pool for the Annual Incentive Plan funded at 118.3%ESG.
What We Heard
Topics discussed with our stockholders included executive compensation, our business priorities and approach to sustainability issues—including inclusion of target. Based on this fundingESG metrics within our incentive plans.
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| Executive Compensation |
The stockholders we spoke to were supportive of our executive compensation program design and the Compensation Committee’s reviewleadership team’s execution against operational and financial goals. One common topic of individual performance,our stockholders’ focus and concern was the named executive officers received annual incentive awards for 2015 ranging from 112%one-time change made in 2020 to 142%the 2017 CEO new hire award, which a majority of target,stockholders we spoke with Mr. Peribere’s award at 131.91% of his target.cited as the reason they did not support our say-on-pay proposal in 2021.
The Compensation Committee reviewedResponse
Below is a summary of the performance results forresponse of the 2013-2015 PSUs. Performance goals for these PSUsCompensation Committee to the stockholder perspectives that were based on Adjusted EBITDA marginsshared with us.
| ✓ | The 2017 CEO new hire award was one-time in nature and not part of our regular executive compensation actions. In response to stockholder concerns, the Compensation Committee does not intend to modify any current or future equity awards for our NEOs. |
| ✓ | The Compensation Committee considered and will continue to review the opportunity to include specific ESG metrics in the Company’s incentive plans. The Compensation Committee determined that the current compensation programs are aligned with our long-term growth strategy and effectively reflect our progress on ESG priorities and long-term value creation for our stockholders. |
| ✓ | The Compensation Committee and the Board of Directors will continue to consider stockholder perspectives and the outcomes of the future say-on-pay votes when evaluating our executive compensation program and making decisions related to our NEOs’ compensation. |
| ✓ | We conveyed valuable perspectives we heard from our stockholders to the full Board of Directors and relevant committees of the Board, informing discussions in late 2021 and the first quarter of 2022. |
2022 Proxy Statement | 41 |
| Executive Compensation |
Executive Compensation Program Design and relative TSR. The overall performance for 2013-2015 was above maximum levelsObjectives
Our executive compensation program is designed to motivate, retain and as a result these awards paid out at 200% of target.
Key Featuresattract leaders that will advance our caring, high-performance culture with the entrepreneurial spirit necessary to solve critical packaging challenges; deliver world-class performance; and drive long-term sustainable growth and value creation.
The Compensation Committee believes that our executive compensation program follows best practices alignedwith a focus on providing:
| ✓ | A majority of compensation in performance-based, at-risk compensation with 70% of our long-term incentive program in performance share units; |
| ✓ | Pay for performance based on strategic business, operational, and financial goals for both annual and long-term incentive awards; and |
| ✓ | A balanced mix of incentive awards that aligns to SEE’s strategic objectives and value creation for stockholders. |
Compensation Mix – Pay for Performance Alignment
The at-risk and performance-based components of our 2021 executive compensation program are (i) the annual cash incentive opportunity, and (ii) the PSUs awards, which together are more than 50% of the compensation opportunity for the NEOs.
The following charts show the mix of base salary, target annual incentives and target long-term stockholder interests, summarized below:incentives (PSUs and RSUs) for the NEOs for 2021:
2021 Executive Total Target Direct Compensation Mix
* “Performance-Based” means AIP + PSU
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| Executive Compensation |
Compensation Components
The following table summarizes the key components of our executive compensation program for our NEOs. A more detailed description is provided in the following sections of this CD&A.
Compensation Element | Description | Objectives | ||
Base Salary | Fixed cash compensation based on role and duties | Appropriate level of market based fixed pay Assist with recruitment and retention | ||
Annual Incentive | Annual cash award based on company financial performance with 0%-200% payout1 Company, business unit and individual goals may also be considered | Reward executives for driving superior operating and financial results over a one-year timeframe Create a direct correlation between business success and financial reward | ||
Long-Term Incentives | 70% PSUs earned based on performance, typically over three-year period with 0%-250% payout 30% time-vesting RSUs vesting annually over three years | Reward achievement of longer-term goals and value creation Create direct correlation between longer-term business success and financial reward Encourage retention and ownership | ||
Retirement Plans | 401(k) and Profit-Sharing Plan
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Assist with recruitment and retention | ||
Severance Benefits | Executive Severance Plan, with | Assist with recruitment and retention | ||
Other Benefits | Health care and life insurance programs Limited perquisites | Competitive with peer companies Assist with recruitment and retention | ||
| 1 | Eligible executives may elect payout in RSUs. |
| 2 | Subject to negotiated severance provisions for Mr. Doheny per offer letter agreement. |
Under our executive compensation program, the Compensation Committee establishes each principal element of compensation for our NEOs—i.e., base salary, annual incentive targets and long-term incentive compensation targets—taking into account the median range based on data from peer companies (discussed below). In deciding these compensation elements, the Compensation Committee also considers the collective performance of the executive leadership team with respect to certain key strategic and operational goals, including Sealed Air’s sustainability and environmental, social and governance priorities. The Compensation Committee has not set any fixed relationship between the compensation of the CEO and that of any other NEO.
2022 Proxy Statement | 43 |
| Executive Compensation |
Key Compensation Policies and Practices
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✓ Majority of | 65% of total target direct compensation for CEO, and | |||
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| Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests | ||
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2021 Compensation ComponentsDecisions and Results
Compensation decisions for 2021 continued to demonstrate the direct link between the compensation opportunities for our NEOs and company performance aligned to increase the value of the Company.
The main components of our executive compensation program for U.S. employees, including for our named executive officers, are set forth infollowing summarizes the following table.2021 incentive metrics. A more detailed description of each is provided in the following sections of this CD&A.
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Compensation Mix
Under our executive compensation program, the Compensation Committee establishes each principal element of compensation for our named executive officers—i.e., comprising base salary, annual incentive targets and long-term incentive compensation targets—close to the median range based on data from peer companies (discussed below). As a result, both the level and the mix of the total compensation opportunity are intended to generally approximate the competitive median range. This design addresses one of our key goals: to ensure we provide competitive compensation opportunities so that we can attract and retain executives with the necessary skills to successfully manage a business of our size and scope. Since each element of compensation is mainly set by reference to levels at other companies, the Compensation Committee has not set any fixed relationship between the compensation of the CEO and that of any other named executive officer. The Compensation Committee considers the peer group data regressed to the Company’s revenue size when evaluating the named executive officers’ compensation against the peer group.
Executive officers earn annual incentive and long-term incentive awards based on achievement of performance goals, which we establish to support our annual and longer-term financial and strategic goals. Because annual and long-term incentives make up a significant portion of each executive officer’s total compensation, the program has been designed to pay close to the median range when target goals are met, provide above-median pay when our target goals are exceeded, and provide below-median pay when target goals are not met. These incentive award opportunities address another of our key goals: to provide a performance-oriented environment where above-median compensation can be realized when performance goals are exceeded and below-median compensation will be paid when performance goals are not achieved.
The following charts show the mix of base salary, target annual incentives and target PSU awards for the named executive officers for 2015:
2015 Executive Total Direct Compensation Mix
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Base Salary
We pay salaries becauseBase salary, as a fixed component of compensation, is an important part of a competitive compensation package. The Compensation Committee establishes salary levels for executive officersNEOs primarily based on consideration of the median range for the peer companies as well as reviews of broad- basedfor similar roles and responsibilities. The Compensation Committee also considers broad-based surveys of compensation trends and practices at other industrial companies in the United States, while also considering country-specific guidelines for compensation increasesas well as performance and performance, which are more significant factors for those whose salary is within or near the median range.overall role and responsibilities.
In 2015,2021, the Compensation Committee set the base salaries of each of the named executive officersNEOs as follows:
| Name | 2014 Salary | 2015 Salary | % Increase | |||||||||
Jerome A. Peribere | $ | 1,150,000 | $ | 1,190,250 | 3.5 | % | ||||||
Carol P. Lowe | $ | 600,000 | $ | 618,000 | 3.0 | % | ||||||
Emile Z. Chammas | $ | 490,000 | $ | 504,700 | 3.0 | % | ||||||
Karl R. Deily | $ | 490,000 | $ | 507,150 | 3.5 | % | ||||||
Ilham Kadri1 | $ | 433,073 | $ | 477,000 | 10.14 | % | ||||||
Name | 2020 Salary | 2021 Salary | % Increase | |||||||
Edward L. Doheny II |
| $1,214,113 |
|
| $1,250,536 |
| 3% | |||
Christopher J. Stephens, Jr.1 |
| — |
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| $640,000 |
| — | |||
Emile Z. Chammas |
| $679,098 |
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| $713,053 |
| 5% | |||
Sergio Pupkin2 |
| — |
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| $500,000 |
| — | |||
Angel S. Willis |
| $448,050 |
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| $461,492 |
| 3% | |||
James M. Sullivan |
| $682,500 |
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| $682,500 |
| 0% | |||
| 1 | Mr. Stephens was a new hire and NEO for the | 2021. |
Annual Incentive Compensation
| 2 | Mr. Pupkin is a NEO for the first time in 2021. |
2022 Proxy Statement |
| 45 |
Annual Incentive Compensation
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The Compensation Committee setsA significant portion of each NEO’s total annual compensation opportunity is made in the form of a target annual incentive compensation through a four step process: (1) set target award levels foropportunity under the named executive officers, (2) establishAnnual Incentive Plan. The Annual Incentive Plan is intended to drive high performance results based on the performanceachievement of our strategic goals and payout curve for the year, (3) reviewcorporate priorities, with emphasis on performance results after the endand alignment of the year and (4) determineinterests of our NEOs with our stockholders. The program provides the opportunity to earn a significantly higher annual incentive award amounts. (up to 200%) if target performance is exceeded, as well as the risk of a significantly lower annual incentive award, or even no annual incentive award, if target performance is not achieved.
Annual Incentive Compensation Awards Process
For any named executive officerNEO who is eligible to and elects to have all or a portion of the annual incentive award delivered as a “stock leverage opportunity” (SLO),opportunity,” or SLO, there is a fifth step related to applying the SLO award rules. Each of these steps is discussed further below.
Step 1: Setting Target Award Levels.
The Compensation Committee determines the target level of annual incentive award for each named executive officerNEO as a percentage of the named executive officer’sNEO’s base salary. Mr. Peribere’s target award for 2015 was set at 125% of his salary. For the other named executive officers, theThe target percentages established for 20152021 were based on each NEO’s role with consideration of the median ranges established through peer group and general industry survey data on compensation trends and practices. The following table shows the calculation of the target annual incentive award for each named executive officer:NEO:
| Name | 2015 Salary | Target % | Target Annual Award | |||||||||||||
Jerome A. Peribere | $ | 1,190,250 | 125 | % | = | $ | 1,487,813 | |||||||||
Carol P. Lowe | $ | 618,000 | 75 | % | = | $ | 463,500 | |||||||||
Emile Z. Chammas | $ | 504,700 | 65 | % | = | $ | 328,055 | |||||||||
Karl R. Deily | $ | 507,150 | 65 | % | = | $ | 329,648 | |||||||||
Ilham Kadri | $ | 477,000 | 65 | % | = | $ | 310,050 | |||||||||
Name | 2021 Salary | Target % | Target Annual Award | |||||
Edward L Doheny II | $1,250,536 | 122% | = | $1,525,654 | ||||
Christopher J. Stephens, Jr. | $640,000 | 80% | = | $512,000 | ||||
Emile Z. Chammas | $713,053 | 80% | = | $570,442 | ||||
Sergio Pupkin | $500,000 | 60% | = | $300,000 | ||||
Angel S. Willis | $461,492 | 60% | = | $276,895 | ||||
James M. Sullivan1 | — | — | = | $167,000 | ||||
| 1 | Mr. Sullivan’s 2021 target bonus was determined pursuant to his Extension Letter Agreement dated November 23, 2020. |
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| Executive Compensation |
Setting Performance Goals
Step 2: Performance-Based Design. The Compensation Committee establishedAwards under the Annual Incentive Plan are based primarily on achievement against pre-established financial performance design for 2015 annual incentive awards for the named executive officers similar to the design for 2014. The design uses bothgoals, resulting in a Financial“Financial Achievement Factor,” and an Individual Achievement Factor, as follows:
The Financial Achievement Factor is based on a formula establishedmay be adjusted by the Compensation Committee in early 2015.for performance against other strategic and operational goals. For the CEO and Chief Financial Officer, this factor is based 100% on overall corporate results. For the other named executive officers who run a business segment, in order to focus the executive on the financial performance of their business segment while also encouraging senior leadership teamwork towards overall corporate results, the Financial Achievement Factor is based 50% on corporate results and 50% on the executive’s business segment results.
Similar to 2014,2021, the Compensation Committee established three financial performance goals under the Annual Incentive Plan for determiningto determine the Financial Achievement Factor for 2015:Factor:
| Adjusted EBITDA |
| 2021 adjusted net earnings plus interest expense, taxes and depreciation and |
| Net Sales1 |
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| Consolidated revenues from |
Free Cash Flow |  | Net cash provided by operating activities less capital expenditures, calculated on a 13-month average to mitigate the impact of year-end fluctuations in working captial balances. |
| 1 | There is no funding for the 2021 Net Sales metric if Operating Leverage is less than 22%. In addition, payout will be capped at 100% of target if Operating Leverage is less than 30%. Operating Leverage measures the ratio between year over year change in Adjusted EBITDA and the year-over-year change in net trade sales. |
In 2021, our sales metric was qualified by the operating leverage that incentivized profitable growth. The goals for all three measures represented challenging but attainable levels of performance determined based on consideration of our annual operating plan and external guidance.
In order to ensure that achievement of these measures represents the performance of the core business, each of the measures wasAdjusted EBITDA, and Net Sales were calculated at 2015the 2021 budgeted foreign exchange rates and adjusted for specific items approved by the Compensation Committee, including restructuring charges, restructuring associated charges, relating to impairment of goodwill or intangibles, all tax adjustments related to the completion of tax audits or the expiration of relevant statutes of limitation, all expenses relating to our involvement in the W. R. Grace & Co. bankruptcy proceedings, expenses relating to capital markets transactions, the effect of certain acquisitions and dispositions, expensescharges related to cash-settled stock appreciation rights granted as part of the Diversey acquisition and divestiture activity, and the effect of certain accounting changes.
The Compensation Committee selectedother items. Free cash flow for the purposes of determining payout on the Annual Incentive Plan is based on a 13-month average. As a result of these three goals because it believes that achieving such goals will improve the quality ofadjustments, 2021 Adjusted EBITDA and Net Sales used for compensation purposes were lower than as disclosed in the Company’s earningsForm 10-K, and they are2021 free cash flow used for compensation purposes was higher than as disclosed in the long-term interest of our stockholders. The target levels for these goals were based on the Company’s goals and strategies to improve the quality of earnings, profitability, cash flow from operations and working capital overall.
The following summarizes the performance goals selected by the Compensation Committee at threshold, target and maximum, and the corresponding payout percentage at each performance level (with the payout percentage determined on a pro rata basis for achievement between levels above threshold):Form 10-K.
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2022 Proxy Statement | ||||
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The Compensation Committee applies the Individual Achievement Factor, which could range from 0% to 200%, to adjust individual bonus awards. In no event, however, will the annual incentive award, as adjusted for individual performance, exceed 200% of the target. Unlike the formulaic calculation for the Financial Achievement Factor, each named executive officer’s individual performance adjustment factor is based on a subjective evaluation of overall performance and consideration of the achievement of individual goals established at the beginning of the year. The material features of the 2015 individual performance assessments for the named executive officers are described in Step 3 below.
Step 3:2021 Performance Results for 2015.
In early 2016,2022, the Compensation Committee reviewed the financial performance of theour Company and its business segments to determine the 20152021 Financial Achievement Factor. The following chart summarizes the corporate-level results of this analysis:
2021 Annual Incentive Plan Results
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % | ||||||
Consolidated Adjusted EBITDA | 50% | $1,041M | $1,157M | $1,273M | $1,185 | 124.1% | ||||||
Support Expense to Gross Profit Ratio | 25% | 64.8% Same ratio as 2014 | 60.6% 413 bps | 56.5% 826 bps | 59.7% 509 bps | 123.2% | ||||||
Working Capital to Net Trade Sales Ratio | 25% | 17.0% Same ratio | 15.0% 194 bps | 13.3% 371 bps | 15.0% 197 bps improvement | 101.8% | ||||||
| Financial Achievement Factor | 118.3% | |||||||||||
We delivered strong sales and earnings growth in 2021. Incremental margin on volume growth exceeded our SEE Operating Model goal of 30%. However, dramatic inflationary pressures on input costs during the year outpaced our pricing realization. As a result, Net Sales payout was at 0% as the operating leverage target was not achieved due to excessive inflation.
The Compensation Committee also reviewed individualconsidered the collective performance of the named executive officers to establish an Individual Achievement Factor for each. Our CEO recommended to the Compensation Committee an Individual Achievement FactorNEOs on their contributions towards certain key strategic and annual incentive award amount for each named executive officer other than himself based on his discretionary assessment of his/her individual contributions for the full year.operational goals including environmental, social and governance priorities. The Compensation Committee considered allbelieves that it is important to evaluate the performance of our NEOs based on not only the financial performance of the information presented, discussedCompany but also on achievement of those strategic and operational goals that demonstrate alignment between our CEO’s recommendations with himexecutives and Cook & Co.,stockholders and applied its judgment to determine the final Individual Achievement Factor and annual incentive award amount for each named executive officer.prioritize value creation opportunities. The Compensation Committee with further approval ofdecided that achievement towards these goals in 2021 warranted payouts under the Board of Directors, determined our CEO’s IndividualAnnual Incentive Plan based on the full Financial Achievement Factor and bonus amount based on its assessment of his performance.without further adjustment.
The following chart briefly summarizes the material factors considered by the Compensation Committee in this individual performance assessment for 2015. In addition to the individual performance goals, the Compensation Committee considered how those goals were achieved, addressing individual performance in categories such as team building, talent development, and ability to deliver value and results.2021 AIP Payouts
Based on its assessment and judgment, the Compensation Committee determined an Individual Achievement Factor for Mr. Peribere of 115%. The other named executive officers had Individual Achievement Factors ranging from 105% to 110%.
Step 4: Award Payouts for 2015. The following table summarizes the annual incentive awards determined for each of the named executive officersNEOs for 2015:2021:
| Name | Target Annual Award | X | Overall Achievement Factor | Annual Incentive Award | ||||||||||||
Jerome A. Peribere | $1,487,813 | x | 131.91% | $1,962,499 | ||||||||||||
Carol P. Lowe | $463,500 | x | 120.44% | $558,216 | ||||||||||||
Emile Z. Chammas | $328,055 | x | 120.44% | $395,093 | ||||||||||||
Karl R. Deily | $329,648 | x | 142.12% | $468,495 | ||||||||||||
Ilham Kadri | $310,050 | x | 111.62% | $346,062 | ||||||||||||
Name1 | Target Annual Award | x | Financial Achievement Factor | = | Annual Incentive Award | |||||||||
Edward L. Doheny II | $ | 1,525,654 | x | 90% | = | $ | 1,373,089 | |||||||
Christopher J. Stephens, Jr. | $ | 512,000 |
| x | 90% | = | $ | 460,800 |
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Emile Z. Chammas | $ | 570,442 |
| x | 90% | = | $ | 513,398 |
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Sergio Pupkin | $ | 300,000 |
| x | 90% | = | $ | 270,000 |
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Angel S. Willis | $ | 276,895 |
| x | 90% | = | $ | 249,206 |
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| 1 | Mr. Sullivan’s 2021 annual incentive award opportunity was fixed at $167,000 under his Extension Letter Agreement dated November 23, 2020, and |
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| Executive Compensation |
Step 5: SLO Awards.
Under the Annual Incentive Plan, our named executive officers alsoeligible NEOs have the opportunity each year to designate a portion of their annual incentive award to be received as an equity award under our equity compensation plan, called stock leverage opportunity, (“SLO”)or SLO, awards. The portion to be denominated in SLO awards, in increments of 25% of the annual incentive award, may be given a premium to be determined by the Compensation Committee each year. The stock price used to calculate the number of shares that can be earned is the average closing price onof Sealed Air stock for the first 15 trading daydays of the performance year ($42.70 on January 2, 2015), thereby reflecting45.46 for 2021). The value of the SLO award incorporates changes in stock price changes during the performance year into determine the valuenumber of the SLO award. RSUs granted.
Once the amount of the earned annual incentive award that has been earned has been determined for each executive officerNEO following the end of the year, the cash portion is paid out shortly thereafter, and the SLO award is provided in the form of an award of restricted stock or restricted stock unitsRSUs under our equity compensation plan with a an additional two-year restriction period. The Compensation Committee believes that SLO awards provide an additional means to align the interests of our named executive officersNEOs with those of our stockholders using performance-based compensation.in a manner tied to our annual financial performance.
SLO awards also provide a means for eligible NEOs to more quickly meet their stock ownership requirements under our stock ownership guidelines discussed later in this CD&A. In 2017, the Compensation Committee limited eligibility for SLO awards to an individual’s first five years in an executive officer position, which the Compensation Committee believes provides an appropriate period to achieve stock ownership requirements. Beginning in 2020, no new executive officers will be offered this election. Mr. Doheny was the only NEO eligible to make an SLO election for 2021 based on these requirements.
For 2015,2021, the Compensation Committee established a 25% premium for any portion of the annual incentive award elected as an SLO award. TheMr. Doheny made the following named executive officers elected to receive a portion of their annual incentive award as an SLO award:election for 2021, further indicating his confidence in future Company performance:
| Name | Cash Award % | SLO Award % | ||||||
Jerome A. Peribere | 0% | 100% | ||||||
Carol P. Lowe | 75% | 25% | ||||||
Emile Z. Chammas | 100% | 0% | ||||||
Karl R. Deily | 75% | 25% | ||||||
Ilham Kadri | 100% | 0% | ||||||
Name | Cash Award % | SLO Award % | ||
Edward L. Doheny II | 0.0% | 100.0% | ||
For those named executive officers who elected to receive a portion of their 2015 annual incentive award as an SLO award, the divisionThe allocation of the final 2021 annual incentive award between cash and the SLO award for Mr. Doheny was as follows:
| Name | Cash Award ($) | SLO Award (# of Shares) | ||||||
Jerome A. Peribere | $ | 0 | 57,451 | |||||
Carol P. Lowe | $ | 418,662 | 4,086 | |||||
Emile Z. Chammas | $ | 395,093 | — | |||||
Karl R. Deily | $ | 351,371 | 3,429 | |||||
Ilham Kadri | $ | 346,062 | — | |||||
Name | Cash Award ($) | SLO Award (# of Shares) | ||
Edward L. Doheny II | — | 37,756 | ||
The amounts awarded as cash for 2015 areSLO award is shown in the 2015“—Executive Compensation Tables—2021 Summary Compensation Table at page 56Table” under the “Non-Equity Incentive Compensation Plan” column, while under SEC rules the SLO awards are included in the “Stock Award” column based on theirthe grant date fair value assuming target performance.
Long-Term Incentive Compensation Awards and Performance Results
Our executive compensation program provides for annual awards2021 Awards & Prior Year Results
70% of 2021 award was in the form of PSUs toearned based on 2021-2023 performance goals
30% of 2021 award was in the named executive officers. form of time-vesting RSUs vesting ratably over three years
2019-2021 PSUs earned at 132.5% of target.
The program is intended to alignCompensation Committee believes the mix of PSUs and RSUs provides an appropriate balance between the goals of encouraging long-term performance, retention, and value creation while still keeping the emphasis on three-year measurable performance results.
During the first quarter of 2021, the Compensation Committee established target award levels generally based on a percentage of base salary, with the percentage of salary set taking into account the median range for long-term incentive compensation closely to our performance while giving the executive officers the opportunity for exceptional value if performance targets are exceededexecutives with similar positions and while continuing to encourage the retention of our executive officers.responsibilities.
2022 Proxy Statement |
| 49 |
| Executive Compensation |
The Compensation Committee and the Board approved Mr. Doheny’s 2021 target award based on a specified dollar amount rather than a percentage of salary based on the amount included in his original offer letter agreement with the Company dated September 5, 2017 (the “2017 Offer Letter”) and competitive market data. Mr. Sullivan did not receive any long-term incentive award in 2021.
| Our long-term incentive award program is intended to further link compensation to the achievements of the Company’s long-term financial objectives |
The following table shows the total target value of the long-term incentive awards for 2021 established by the Compensation Committee for the NEOs:
Name | Target % of Salary | LTI Target Value | ||||
Edward L. Doheny II | — | $ | 6,500,000 | |||
Christopher J. Stephens, Jr. | 175% | $ | 1,120,000 | |||
Emile Z. Chammas | 175% | $ | 1,247,843 | |||
Sergio Pupkin | 125% | $ | 570,938 |
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Angel S. Willis | 125% | $ | 576,865 |
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2021-2023 PSU Awards
PSU awards provide for three-year performance periods with vesting based on achievement of goals with a relative TSR modifier. During the first quarter of 2015,2021, the Compensation Committee established PSU award target levelsperformance goals and the relative TSR modifier for the performance period starting January 1, 20152021 for the named executive officers.NEOs. We refer to these as the “2015-20172021-2023 PSUs.”
The target award levels were based on a percentagePSUs are intended to align NEO compensation closely to our performance while giving the NEOs the opportunity for additional value if performance targets are exceeded.
70% of base salary, with the percentage of salary set within the median range for long-term incentive compensation for executives with similar positions and responsibilities. The targetaward dollar amount was separatelyassigned to the PSUs and allocated to each of the two weighted primary performance metrics for the award: (1) relative TSR, weighted at 35%, and (2) 2017 consolidated adjusted EBITDA margin, weighted at 65%. The target number of PSUs for the relative TSR portion was determined by dividing the allocated portion of the target dollar amount by the accounting value for that portion of the award, (based on the Monte Carlo simulation value as of the grant date). Similarly, the target number of PSUs for the consolidated adjusted EBITDA margin portion was determined by dividing the allocated portion of the target dollar amount by the closing price of our common stock on the grant date. In each case, the target number of PSUs was rounded up to the next whole unit.follows:
Target Award (# of PSUs) | ||||||||||||||||
| Name | Target % | LTI Value | Relative TSR | Adj. EBITDA Margin | ||||||||||||
Jerome A. Peribere | 425 | % | $ | 5,058,628 | 29,553 | 71,403 | ||||||||||
Carol P. Lowe | 170 | % | $ | 1,050,649 | 6,138 | 14,830 | ||||||||||
Emile Z. Chammas | 160 | % | $ | 807,579 | 4,718 | 11,399 | ||||||||||
Karl R. Deily | 160 | % | $ | 811,490 | 4,741 | 11,454 | ||||||||||
Ilham Kadri1 | 160 | % | $ | 713,078 | 4,166 | 10,065 | ||||||||||
| Target Award (# of PSUs) | ||||||||||||
Name | Total PSU Target Value | ADJ. EBITDA CAGR | ROIC | |||||||||
Edward L. Doheny II | $ | 4,550,000 |
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| 51,882 |
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| 51,882 |
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Christopher J. Stephens, Jr. | $ | 784,000 |
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| 8,662 |
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| 8,662 |
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Emile Z. Chammas | $ | 873,490 |
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| 9,650 |
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| 9,650 |
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Sergio Pupkin | $ | 399,657 |
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| 4,416 |
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| 4,416 |
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Angel S. Willis | $ | 403,806 |
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| 4,461 |
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| 4,461 |
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Collectively, these primary metrics are intended to reward value creation through profitable, above-market organic growth and attractive returns on invested capital. The Compensation Committee selectedincluded relative TSR as a metricmodifier to these primary goals, as described below, to balance achievement of internal goals with performance against our peersthe broader market in an easily measurable metric that directly demonstrates value creation for our stockholders.
Adjusted EBITDA CAGR Goal
The Compensation Committee recognized thatAdjusted EBITDA CAGR metric measures the consolidatedcumulative average growth rate (using the base year of 2020) of Adjusted EBITDA achieved at the end of the performance period. For this purpose, Adjusted EBITDA is our earnings before interest, taxes, depreciation and amortization, derived from our U.S. GAAP net earnings and subject to certain specified adjustments.
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Adjusted EBITDA CAGR performance levels at threshold, target and maximum are as follows:
| Adjusted EBITDA CAGR Goal |  | |||||
Achievement | Adjusted EBITDA CAGR | % of Target Earned | ||||
Below Threshold | < 2.2% | 0% | ||||
Threshold | 2.2% | 50% | ||||
Target | 5.4% | 100% | ||||
Maximum | ≥ 8.6% | 200% | ||||
Return on Invested Capital Goal
The ROIC metric measures the percentage of invested assets which are converted to income. ROIC is the result of dividing the Company’s net adjusted EBITDA margin metric provides further alignment withoperating profit after tax by total capital. Total capital excludes cash. ROIC achievement will be calculated as the broader Annual Incentive Planaverage of the 12 quarter-end calculations of ROIC from January 1, 2021 through December 31, 2023. The calculation will include an adjustment for acquisitions and our goal to improve quality of earnings. divestitures, made after the grant date, and accounting standards adopted which impact total capital.
The results of each metric will determine theROIC performance levels at threshold, target and maximum are as follows:
| ROIC Goal |  | |||||
Achievement | ROIC | % of Target Earned | ||||
Below Threshold | < 13% | 0% | ||||
Threshold | 13% | 50% | ||||
Target | 14% | 100% | ||||
Maximum | ≥ 15% | 200% | ||||
The number of shares earned for that metric,achievement for both primary metrics between any two levels (above threshold) would be calculated on a pro-rata basis, and no shares will be earned for results below the threshold goal.
Relative TSR Modifier
The relative TSR modifier acts as a multiplier against the percentage of target earned based on that metric’s weighting. The total award will be the addition of the total number of shares earned for each of the two performance metrics.
TSR represents the percentpercentage change in the share price from the beginning of the performance period to the end of the performance period and assumes immediate reinvestment of dividends when declared at the closing share price on the date declared. The beginning share price will be calculated as an average of 31 data points: the closing share price on January 2, 20154, 2021 and the closing share price +/+/-15 trading days from January 2, 2015.4, 2021. The ending share price will be calculated as an average of 31 data points: the closing share price on December 31, 201729, 2023 and the closing share price +/+/-15 trading days from December 31, 2017.29, 2023.
The performance of this metricrelative TSR will be assessed in comparison of the percentile rank toof the approved peer groupcomponent companies (unweighted) of companies. Thethe S&P 500 index as of January 4, 2021 where the lowest ranked company will be the 0% rank, the middle rankedmiddle-ranked company will be the 50th percentile rank and the top ranked company will be the 100th percentile rank. If a company is acquired or otherwise is no longer publicly traded and its share price is no longer available, it will be excluded fromThe applicable multiplier for the peer group.
The three year relative TSR percentile rank at threshold, target and maximum for the performance periodresult is as follows:
2015-2017 PSUs
RELATIVE TSR PERFORMANCE GOAL
(weighted 35%)
| Relative TSR Modifier | ||||
Achievement | TSR Percentile Rank | % of Shares Earned | ||
Bottom Quartile | < 25th percentile | Performance x 75% | ||
Second and Third Quartile | ≥ 25th percentile and < 75th percentile | Performance x 100% | ||
Top Quartile |
| Performance x 125% | ||
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Award levels based
2021 RSU Awards
RSU awards vest in equal annual installments over the three-year period following the date of grant in February 2021. The NEO generally must remain employed with us through each vesting date to earn the shares vesting on three year relative TSR percentile rank between anythat date, other than in case of termination of employment for death or disability, or an involuntary termination within two years after a change in control, although certain special rules apply to prior awards to Mr. Sullivan in accordance with his original offer letter agreement. However, Mr. Sullivan did not receive an RSU award in 2021. In this manner, RSUs encourage retention of these levels would be based on a pro-rata calculationour named executive officers, while also aligning their interests with those of our long-term stockholders.
The number of RSUs was determined by dividing 30% of the numberlong-term incentive award dollar amount by the closing price of shares earned, except that no shares for this metric will be earned for three year relative TSR percentile rank below 25th percentile.
The Consolidated Adjusted EBITDA Margin metric measures 2017 Consolidated Adjusted EBITDA as a percentage of 2017 Net Sales, subjectour common stock on the grant date (rounded up to certain adjustments. For this purpose, (i) “2017 Consolidated Adjusted EBITDA” is the Company’s earnings before interest, taxes, depreciation and amortization for calendar year 2017, derived from the Company’s U.S. GAAP net earnings, subject to certain specified adjustments; and (ii) “2017 Net Sales” is the Company’s “net sales” for 2017 as reported in the Company’s Annual Report on Form 10-K for 2017.
2017 Consolidated Adjusted EBITDA Margin performance levels at threshold, target and maximum are as follows:
2015-2017 PSUs
2017 CONSOLIDATED ADJUSTED EBITDA MARGIN GOAL
(weighted 65%)next whole share).
| Achievement | 2017 Consolidated Adjusted EBITDA Margin | % of Target Earned | ||
Below Threshold | Less than 16.0% | 0% | ||
Threshold | 16.0% | 50% | ||
Target | 17.5% | 100% | ||
Maximum | 19.0% and above | 200% | ||
Name | Total RSU Target Value | # of RSUs | ||||||
Edward L. Doheny II | $ | 1,950,000 |
|
| 44,828 |
| ||
Christopher J. Stephens, Jr. | $ | 336,000 |
|
| 7,571 |
| ||
Emile Z. Chammas | $ | 374,353 |
|
| 8,436 |
| ||
Sergio Pupkin | $ | 171,281 |
|
| 3,860 |
| ||
Angel S. Willis | $ | 173,060 |
|
| 3,900 |
| ||
Award levels based on 2017 Consolidated Adjusted EBITDA Margin between any two of these levels would be based on a pro-rata calculation of the number of shares earned, except that no shares for this metric will be earned for 2017 Consolidated Adjusted EBITDA Margin below 16.0%.
Performance Results for Prior Year2019 – 2021 PSU AwardsAward
The Compensation Committee certifieddetermined the performance results for two sets of PSUs with performance periods ending in 2015: (1) the 2013-20152019-2021 PSUs granted in early 2013, and (2) the third vesting tranche of a 2012 new hire award to Mr. Peribere with a 12-month performance period ending August 31, 2015.
2013-20152019. The 2019-2021 PSUs. The 2013-2015 PSUs were earned at 200%132.5% of target, based on achievement of two principaleach of the three goals measured over the 2013-20152019-2021 performance period, as follows:
2013-2015 PSUs2019 – 2021 Performance Share Unit Results
| Metric (weighting) | Metric Target | Achievement | Payout % | |||
Adjusted EBITDA Margin1 (65%) | 14.0% | 16.7% | 200% | |||
TSR2 (35%) | 50th percentile | 100th percentile | 200% | |||
| Total | 200% |
| 1 | Adjusted EBITDA |
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| 2 | The Return on Invested Capital (ROIC) metric measures the percentage of invested assets which are converted to income for stakeholders utilizing Net Adjusted Operating Profit After Tax (NAOPAT) for the 2019—2021 performance period as a percentage of total capital. |
| 3 | The Relative TSR metric measures the percent change in share price from the beginning of the performance period to the end of the performance period and assumes immediate reinvestment of dividends when declared at the closing share price on the date declared. The beginning share price |
2012 New Hire PSU AwardSign-On Awards for Mr. Peribere EarnedStephens
Mr. Stephens joined the Company effective January 1, 2021 in 2015. Asaccordance with an inducementoffer letter agreement dated November 23, 2020. In order to acceptcompensate Mr. Stephens for loss of compensation associated with his prior role and to encourage acceptance of our offer, the offer letter included two sign-on awards. First, Mr. Stephens received a cash sign-on bonus of employment, Mr. Peribere’s employment agreement includes a new hire PSU$300,000. Second, he was granted an initial equity award granted in 2012 (on his hire date) divided into four separate vesting tranchesthe form of 25,000 shares each (for a total of 100,000 shares). These vesting tranches become earned basedtime-vesting RSUs valued at $1,500,000. The RSUs vest in three substantially equal annual installments starting on our relative TSR for the four consecutive 12-month performance periods ending on August 31 in each of 2013, 2014, 2015 and 2016. The shares for a tranche are earned if our relative TSR for the applicable 12-month performance period is at or above medianfirst anniversary of the peer group. Any shares that become earned based on TSR performance forgrant date, subject to earlier vesting in case of Mr. Stephens’ death or disability or his involuntary termination following a performance period will be vested and settled by deliverychange in control of shares on August 31, 2016. For the performance period ending August 31, 2015, our relative TSR performed above the median of our peers, and therefore the 25,000 shares for that period have been earned and will be settled August 31, 2016Company in accordance with the termsCompany’s standard form of RSU award agreement.
Promotion Award for Mr. Pupkin
Mr. Pupkin was promoted to senior vice president on July 1, 2021. In connection with that promotion, the Compensation Committee granted Mr. Pupkin an RSU award valued at $200,000 vesting annually over three years. The Compensation Committee made this award to recognize the increased duties and responsibilities for Mr. Pupkin in his new role and to further encourage his retention. Because his 2021 long-term incentive awards were granted earlier in the year before his promotion, this award amount was intended to reflect the increased long-term incentive opportunity in his new role, prorated for half of the award.year.
Governance of Our Executive Compensation Program
Oversight by the Compensation Committee
The Compensation Committee is responsible for establishing and implementing our executive compensation philosophy and for ensuring that the total compensation paid to our named executive officersNEOs and other executives is fair and competitive and motivates high performance.incentivizes a caring, high-performance culture and achievement of the Company’s strategic business objectives.
Under our executive compensation philosophy, we provide compensation in the forms and at levels that will permit us to retain and motivate our existing executives and to attract new executives with the skills and attributes thatentrepreneurial mindset we need.need to deliver world-class performance and maximize value creation. The compensation program is intended to provide appropriate and balanced incentives toward achieving our annual and long-term strategic objectives,objectives; to support a performance-orientedan environment based on the attainment of goals and objectives intended to benefitthat prioritizes value creation for our Company, and
our stockholders and our society; and to create an alignment of interests between our executives and our stockholders. The compensation program is designed to place a
While greater weight is given to financial performance results, the Compensation Committee expects that the Company and its executives deliver on rewardingstrategic commitments which include sustainability and other goals related to ESG initiatives. Demonstrating ongoing progress and success related to such initiatives is a factor in the assessment and related decisions on executive performance, and compensation, including target incentive opportunities. Thus, the Compensation Committee strives to effectively link performance for our named executive officers to not only financial performance but also achievement of longer term objectivesits strategic and financial performance of the Company.operational goals that demonstrate alignment between our executives, shareholders and society.
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Role of Independent Compensation Consultant
Since 2006,The Compensation Committee has the sole authority to retain, oversee and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and to approve the consultant’s fees and retention terms. The Compensation Committee has retained FW Cook, & Co. hasuntil October 2021, and Pearl Meyer since then as its executive compensation consultants. FW Cook and Pearl Meyer also advised the Nominating and Corporate Governance Committee regarding director compensation but did not provide any other services to Sealed Air. Sealed Air pays the fees of FW Cook and Pearl Meyer.
FW Cook and Pearl Meyer advised the Compensation Committee on the selection of peer companies, provided comparative industry trends and peer group data regarding salary, annual incentive and long-term incentive compensation levels for our executive officers and other key executives, and advised on recommended compensation levels for our management.management in 2021. FW Cook & Co. assisted the Compensation Committee in selecting metrics and goals for the 20152021 annual bonus program and the 2015-20172021-2023 PSUs. ThePearl Meyer conducted the risk analysis of the Company’s incentive compensation plans. In 2021, the Compensation Committee has assessed the independence of both FW Cook & Co.and upon engagement in October 2021, Pearl Meyer, pursuant to SEC rules and concluded that no conflict of interest exists that would prevent either FW Cook & Co.or Pearl Meyer from serving as an independent consultant to the Compensation Committee.
Role of CEO and Management
The Compensation Committee from time to time directs members of management to work with Cook & Co.the independent compensation consultant to provide executive compensation information or recommendations to the Compensation Committee. However, the Compensation Committee has not delegated any of its authority to determine executive compensation programs, practices or other decisions to our management. As noted above, the current executive compensation program was developed and approved by the Compensation Committee with advice and support from FW Cook & Co.and Pearl Meyer after consulting with the CEO and the Company’sour compensation and legal professionals. The CEO and other executive officers and compensation professionals attend portions of meetings as requested by the Compensation Committee.
While the Compensation Committee approved metrics for the 20152021 annual bonus and long-term incentive programs, FW Cook, & Co., the CEO and other members of our management also were consulted in developing the metrics and establishing the goals for the 20152021 programs.
The CEO submits salary and bonus recommendations to the Compensation Committee for the other named executive officersNEOs as well as for the other executives whose compensation is set by the Compensation Committee. In addition, the Compensation Committee has delegated to the CEO limited authority to make equity awards to employees who are not executive officers. The CEO does not provide input regarding his own compensation and does not participate in any related Compensation Committee deliberations. Following a review of those recommendations with Cook & Co.Pearl Meyer (and previously FW Cook), the Compensation Committee approves compensation decisions for our named executive officers.NEOs. In making compensation decisions for named executive officersNEOs other than the CEO, the Compensation Committee relies on the CEO’s recommendations but makes independent adjustments and is not bound by those recommendations.
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Use of Peer Group Data
The Compensation Committee uses data from a peer group as a factor in setting executive compensation levels and in designing executive compensation programs. The peer group is reviewed annually by the Compensation Committee. The Compensation Committee includes companies primarily in the materials sector that are comparable to usSealed Air based on sales, percentage of sales outside of the U.S., number of employees and market capitalization. The table below sets forth the peer group of companies that the Compensation Committee considers in setting executive compensation levels and in designing compensation programs. The peer group is unchanged from 2012 (other than the removal of MeadWestvaco Corporation which was acquired during 2015).
Peer Group Companies
AptarGroup, Inc. | ||||
Ashland Global Holdings Inc. | ||||
Avery Dennison Corporation | ||||
Avient Corporation | ||||
Axalta Coating Systems Ltd. | ||||
Ball Corporation | ||||
Berry Global Group, Inc. | ||||
Celanese Corporation | ||||
| Sonoco Products Co. |
The Compensation Committee considers comparative executive compensation levels and practices based on information from the peer companies as well as other industry and market data provided by FW Cook & Co.and Pearl Meyer related to general industry executive compensation trends.
Shareholder FeedbackOther Features and Consideration of 2015 Say-on-Pay VotePolicies
The Compensation Committee and the Board considered the results of the “say-on-pay” vote at the Annual Meeting held on May 14, 2015, when the compensation of our named executive officers was approved by over 97% of the stockholders that voted. The Compensation Committee believes that this stockholder vote indicates strong support for our executive compensation program and considered the strong stockholder support in determining its 2016 compensation practices. The Board encourages stockholders to contact the Board and share any concerns about our executive compensation program, but given the historic strong levels of stockholder support for our executive compensation program, the Compensation Committee did not engage in any formal outreach program to stockholders on executive compensation matters in 2015.
ShareStock Ownership Guidelines
In order to align the interests of named executive officers and stockholders, we believe that our named executive officers should have a significant financial stake in the Company.Sealed Air. To further that goal, we have stock ownership guidelines that apply to our named executive officers and other key executives. The guidelines for our named executive officers are as follows:
Executive officers are required to hold a multiple of their salary plus cash bonus, where the multiple ranges from sixsalary: 6 for the CEO, to three for the Senior Vice Presidents and two3 for the other members of the executive officers.leadership team (including all other named executive officers); and 2 for all other executive officers;
Share equivalents held in our tax-qualified retirement plans are included, but unvested awards under our equity compensation plans are excluded. Executive officers have five years from the later of the adoption of the stock ownership guidelines or their appointment as executive officers to reach the guidelines.excluded;
Until the minimum stock ownership has been reached, executive officers are expected to retain all shares received as awards undera percentage of the Company’s equity compensation programs after payment of applicable taxes.
Once the minimum stock ownership has been reached, executive officers are expected to retain half of any additional shares received as awards under our equity compensation programs (afterafter payment of applicable taxes) until retirement.taxes (100% for awards that vested before August 12, 2020; 75% for awards to the CEO and 50% for all other awards that vested on or after August 12, 2020); and
The Compensation Committee can approve exceptions to the stock ownership guidelines for executive officers in the event of home purchase, higher education expenses, major illness, gifts or financial hardship.
As of March 21, 2016,28, 2022, all of our named executive officers had met thesethe ownership guidelines other than Dr. Kadri, who is still withinor will have shares retained at vesting as required by the initial five-year period allowed under the policy.guidelines.
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Savings, Retirement and Health and Welfare Benefits
Our named executive officers participate in the retirement programs available generally to employees in the countries in which they work because we believe that participation in these programs and in the other health and welfare programs mentioned below is an important part of a competitive compensation package. In the U.S.,United States, our named executive officers participate in two a tax-qualified defined contribution retirement plans, the Profit-Sharing Plan of Sealed Air Corporation andplan, the Sealed Air Corporation 401(k) Thriftand Profit-Sharing Plan. As a result of participating in thesethis broad-based retirement plans,plan, our executive officers are eligible to receive Company-paid profit-sharing and matching contributions paid by us, up to IRS limits applicable to tax-qualified plans.
Mr. Deily also participates in the Sealed Air Corporation Restoration Plan for Cryovac Employees, a tax- qualified defined benefit plan that covers the employees of our Cryovac operations who participated in a defined benefit plan maintained by a previous employer immediately prior to March 31, 1998. The Restoration Plan for Cryovac Employees is described under “Pension Benefits in 2015” below. Mr. Deily currently does not have any cumulative benefit under that plan.
U.S.-based named executive officers may elect to defer a portion of salary or cash incentive awards under our nonqualified deferred compensation plan. The Compensation Committee believes that this plan is appropriate because executives are limited in the amount that they can save for retirement under the 401(k) Thriftand Profit-Sharing Plan due to IRS limits applicable to tax-qualified retirement plans. No employer contributions are provided under the deferred compensation plan. None of the named executive officers elected to participate in the plan for 2015, other than Mr. Deily.
We do not offer any other nonqualified excess or supplemental benefit plans to our named executive officers in the U.S.United States.
All of our named executive officers participate in the health, life insurance, disability benefits and other welfare programs that are provided generally to employees in the countries in which they work.
Perquisites and Other Personal Benefits
Consistent with our performance-oriented environment, we providedgenerally provide limited perquisites to our named executive officers, as discussed below. The limitedincluded under the “All Other Compensation” column in “—Executive Compensation Tables—2021 Summary Compensation Table.”
These perquisites we do provide are intended to provide a competitive compensation package for retention and recruitment.
Ms. Lowe and Messrs. Chammas and Deily were transferred titlein light of a Company-owned vehicle during 2015then current circumstances. The Company agreed to provide Mr. Stephens with certain relocation benefits in connection with the termination ofhis offer letter agreement, consistent with the Company’s automobile benefits. Before relocatingrelocation policy. These benefits are intended to assist Mr. Stephens relocate to our Charlotte, NC headquarters. Per the U.S., Dr. Kadri received certain benefits pursuant tooffer letter, the termscap on the loss on sale benefit for the sale of her employment agreement, including a Company-leased vehicle and related expenses, and school expenses for her child. See discussion belowhis home under “Employment, Severance and Change in Control Agreements” regarding certain relocation-related benefits and payments received by Dr. Kadri during 2015 in connection with her relocation to the U.S.
Compensation Recoupment (Clawback) Policy
TheOur compensation recoupment (clawback) policy, or the Recoupment Policy, requires each executive officer to reimburse the Companyus for all or a portion of any annual or long-term incentive compensation paid to the executive officer based on achievement of financial results that were subsequently the subject of a restatement due to error or misconduct regardless of whether the executive officer was responsible for the error or misconduct so long as no payment or award or a lower payment or award would have been made to the officer based on the restated results. The Board of Directors will make the determination whether to seek recovery. The Recoupment Policy is part of our overall risk management practices to ensure that compensation programs do not encourage manipulation of financial results.
In addition, the policyRecoupment Policy provides that our CEO and CFO must reimburse the Companyus for any compensation or profits from the sale of securities under Section 304 of the Sarbanes-Oxley Act of 2002. The policyRecoupment Policy has been incorporated into our equity award documents.
Employment, Severance and Change in Control Arrangements
Employment Agreements.
We do not generally enter into employment agreements with executive officers or other employees except in countries outside the U.S.United States where such agreements are customary or as necessary for recruitment.
The CompanyWe entered into an employment agreementthe 2017 Offer Letter with Mr. Peribere, dated September 1, 2012,Doheny in connection with his recruitment. The CompanyWe received guidance from FW Cook & Co. in the negotiation of the employment agreement. The employment agreement2017 Offer Letter includes provisions regarding Mr. Peribere’s Doheny’s
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position and duties, compensation, post-employment covenants and other matters, including provisions regarding certain new-hire equity awards described above and certain severance benefits described under “—Executive Compensation Tables—Payments Upon Termination or Change in case of termination of employment without cause during the initial four-year term ending August 31, 2016, and special retirement provisions for certain long-term incentive awards in case of retirement after completion of the initial term.Control” below. The Compensation Committee believes that the terms of the employment2017 Offer Letter are reasonable and were necessary to cause him to accept a significant leadership role with Sealed Air.
We entered into an offer letter agreement with Mr. Sullivan, dated June 14, 2019, in connection with his recruitment. The offer letter agreement includes provisions regarding Mr. Sullivan’s position and duties, compensation, post-employment covenants and other matters, including provisions regarding a sign-on bonus (in the amount of $500,000), an initial equity award, and certain special equity vesting terms in lieu of severance benefits described under “—Executive Compensation Tables—Payments Upon Termination or Change in Control” below. The Compensation Committee believes that the terms of the offer letter agreement are reasonable and were necessary to cause him to leave his prior employer and accept a significant leadership role with our Company. On January 15, 2016, Mr. Peribere entered into a letter agreement amending the terms of the employment agreement to extend the term of Mr. Peribere’s employment until December 31, 2017. The amendment letter includes certain adjustments to his compensation opportunities beginning in 2016 and includes certain additional equity awards intended to further encourage focus on improving stockholder value through the extended term.
On May 14, 2015,Sealed Air. In November 2020, the Compensation Committee approved an amendment to the offer letter between Dr. Kadriagreement to extend Mr. Sullivan’s employment with the Company through March 31, 2021 (or any earlier date in 2021 as Mr. Sullivan and the Company regarding her relocation frommay mutually agree). Under this agreement, Mr. Sullivan continued to serve as the Netherlands toSenior Vice President and Chief Financial Officer until Mr. Stephens assumed that role, which occurred on February 26, 2021. After that date through March 31, 2021, Mr. Sullivan was employed in a non-executive role, assisting Mr. Stephens with the transition of his duties, receiving the following compensation:
Base salary at his current annual rate,
A completion bonus in the amount of $167,000, paid in a lump sum after the end of his employment, and
Continued participation in the Company’s headquartersemployee benefit plans in Charlotte, North Carolina (the “Relocation Letter”). Upon Dr. Kadri’s relocation, the prior employment agreement between Dr. Kadri and Diversey Europe Operations BV (a subsidiary of the Company) dated February 25, 2013 was terminated. The Relocation Letter established Dr. Kadri’s salary in U.S. dollars at $477,000 and left her annual andaccordance with their terms.
Mr. Sullivan will not receive any long-term incentive targets as a percentageawards in 2021. The other terms and provisions of salary unchanged at 65%his original offer letter remained in effect until his departure, including the special equity vesting terms.
We also entered into an offer letter agreement with Mr. Stephens dated November 23, 2020, in connection with his recruitment. The offer letter agreement includes provisions regarding Mr. Stephens’ position and 160%, respectively. In order to addressduties, compensation, post-employment covenants, and other matters, including the timing of the relocation, the loss of certain customary benefits provided under her terminating employment agreementsign-on cash bonus and certain differences in anticipated taxes related to outstanding PSU awards, the Relocation Letter provides Dr. Kadri with (i) one academic year of school tuition for her child, (ii) certain one-time payments, and (iii) certain future potential tax equalization payments related to her outstanding PSUs. The Relocation Letter also provides for an amendment to her outstanding PSUs to treat any termination of employment without “cause” before March 31, 2018 the same as “retirement” (i.e., resulting in pro rata vesting subject to actual performance results). All other Company benefits under the Relocation Letter, including relocation benefits, generally follow standard Company programs.RSU award described above.
Executive Severance Plan.
In early 2014, the Compensation Committee established the Executive Severance Plan. This plan provides for reasonable severance benefits in the case of an executive’s involuntary termination of employment, either by the Companyus without “cause” or by the executive for “good reason.” The Compensation Committee believes that the Executive Severance Plan serves the interests of stockholders by encouraging the retention of a stable management team.
Under the Executive Severance Plan, in the case of an involuntary termination of employment without cause or with good reason, the executive is eligible for severance benefits in the form of continuationequal to one year of base salary and target annual bonus payable in installments over 12 months and health and welfare benefits for a period of months (ranging from 3 to 12 months) based on the employee’s years of service with the Company.months.
If the qualifying termination occurs upon or within two years after a change in control of the Company,Sealed Air, the executive is instead entitled to receive (1) a lump sum payment equal to two years of the sum of base salary and target annual bonus, (2) continued health and welfare benefits for up to 18 months, and (3) accelerated vesting of all outstanding equity compensation awards.
Severance benefits are conditioned upon the executive giving the Companyus a general release of claims at the time of separation. Benefits are also conditioned upon the executive’s compliance with certain restrictive covenants regarding non-disparagement, confidentiality and non-competition (in addition to any other restrictive covenants to which an
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employee may be subject). No tax gross-ups are provided to any participant under the plan in case of any excise taxes under Sections 280G and 4999 of the Internal Revenue Code as a result of payments under the plan in connection with a change in control.
If an executive covered by the plan is also entitled to severance under an existing agreement with the Company,us, the terms of the individual severance agreement will control instead of the plan.
Confidentiality and Restrictive Covenants Agreement. Exempt employees who are eligible to receive Mr. Sullivan’s offer letter, for example, includes certain special equity awards are required to sign a Confidentiality and Restrictive Covenants Agreement which addresses confidentialityvesting provisions in lieu of proprietary Company information and disclosure and assignment of inventions as well as an eighteen month post-employment restrictive covenants obligation as a condition of receiving an equity award. In recent years, most other exempt new employeesMr. Sullivan’s participation in the U.S. have been required to enter into an appropriate Restrictive Covenant and Confidentiality Agreement with the Company. These agreements address the confidentiality of proprietary Company information and disclosure and assignment of inventions to the Company and include at least an eighteen-month post-employment restrictive covenant obligation by the employee, and the employee is provided the greater of severance as provided in any applicable severance program in effect at the time of the employee’s termination or severance pay equal in amount to (1) one-twelfth of the annual salary rate at which he or she was paid immediately preceding such termination, if such termination occurs within the first year of employment, or (2) one-sixth of the annual salary rate at which he or she was paid immediately preceding such termination, if such termination occurs thereafter.Executive Severance Plan.
Timing of Equity Grants
PSU and RSU awards made to the Company’sour executive officers under the Company’sour equity compensation plans are made during the first 90 days of each year, either at the regularly-scheduled meeting of the Compensation Committee held in February of each year or at a special meeting held later but during the first 90 days of the year. In addition, SLO awards are made effective on a date set by the Compensation Committee in advance but no later than March 15 to those executive officers who have elected to receive a portion of their annual incentive award as an SLO award. The date is selected based on when the Compensation Committee expects that all annual incentive awards will be determined and to allow our staff sufficient time to assist executive officers to make required SEC filings for the SLO awards on a timely basis.
To the extent that other awards of restricted stock or restricted stock unitsRSUs may be made to executive officers, they are generally made at one of the regularly-scheduledregular or special meetings or by unanimous written consents of the Compensation Committee. Awards are generally effective on the date of thesuch meeting at which they were approved. However, when an award is to be made to an executive officer who is traveling or otherwise not available to make the required filing regarding such award with the SEC on a timely basis, then at the meeting the award is given an effective date after the date of the meeting so that the filing can be made on a timely basis.unanimous written consent. Dates for Compensation Committee meetings are usually set during the prior year, and the timing of meetings and awards is unrelated to the release of material non-public information.
Section 162(m) Considerations
General. Under Section 162(m) of the Internal Revenue Code a public company is limited to aSection 162(m) limits the deductibility of compensation in excess of $1 million deduction forpaid to certain covered employees (generally including the named executive officers) in any calendar year. As a result, compensation paid to its CEO or anyin excess of its three other most highly compensated executive officers (other than the CFO) who are employed at year-end. This limitation does not apply$1 million to compensation that qualifies under Section 162(m) as “performance-based compensation.” Some compensation received by our named executive officers may exceed the applicable Section 162(m) deduction limit andgenerally will not otherwise qualify as “performance-based compensation.” While thebe deductible. The Compensation Committee retains discretiondesigns compensation programs that are intended to makebe in the best long-term interests of Sealed Air and our stockholders, with deductibility of compensation decisions in lightbeing one of a variety of considerations compensation decisions for our named executive officers are made after consideration of the Section 162(m) implications.taken into account.
2015 Performance-Based Compensation Program Goals and Achievements. For 2015, the Compensation Committee approved a formula under the stockholder-approved Performance-Based Compensation Program of Sealed Air Corporation (the “Program”) intended to qualify the 2015 annual incentive awards, including SLO awards, as “performance-based compensation” under Section 162(m). The goals and the achievement levels required to allow the Compensation Committee to approve annual incentive awards (including SLO awards) up to the limit provided in the Program were as follows:
2015 adjusted fully diluted EPS measured at 2015 foreign exchange rates meets or exceeds $1.86 per share;
2015 adjusted operating expenses (including selling, general, administrative, research and development expenses and non-manufacturing depreciation and amortization expenses, but excluding goodwill amortization and impairment charges) measured at 2014 foreign exchange rates are less than or equal to $1,921 million;
2015 adjusted net operating profit after tax measured at 2014 foreign exchange rates meets or exceeds $614 million;
2015 adjusted net income measured at 2014 foreign exchange rates exceeds $399 million;
2015 adjusted operating profit divided by 2015 net sales measured at 2014 foreign exchange rates meets or exceeds 10.2%; or
2015 adjusted gross profit divided by 2015 net sales measured at 2014 foreign exchange rates meets or exceeds 34.9%.
In order to ensure that achievement of these measures represents the performance of the core business, each of the measures was calculated at 2014 actual foreign exchange rates (other than EPS, which is calculated at 2015 actual foreign exchange rates) and adjusted for specific items approved by the Compensation Committee, including restructuring charges, charges relating to impairment of goodwill or intangibles, all expenses relating to capital market transactions, all tax adjustments related to the completion of tax audits or the expiration of relevant statutes of limitation, all expenses relating to our involvement in the W. R. Grace & Co. bankruptcy proceedings, the effect of certain acquisitions and dispositions, the effect of any accounting changes implemented during 2015, expenses related to cash-settled stock appreciation rights granted as part of the Diversey acquisition and the effect of certain accounting changes, any remeasurement adjustments of monetary assets and liabilities held in highly inflationary countries and other transactional foreign exchange gains and losses reflected in earnings and other customary adjustments that are consistent with the Company’s calculation of publicly disclosed Adjusted EBITDA as communicated to the Organization and Compensation Committee.
During the first quarter of 2016, the Compensation Committee certified achievement of all six of the goals that had been established for calendar year 2015. This permitted us to pay 2015 annual incentive awards (including SLO awards) as discussed previously under “Annual Incentive Compensation” in amounts less than the stockholder-approved maximum awards permitted under the Program. The Compensation Committee believes that this approach to addressing Section 162(m) serves our stockholders by preserving the tax deductibility of annual incentive awards that might otherwise be limited by Section 162(m).
The Organization and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the members of the Committee recommended to ourthe Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2016Sealed Air’s 2022 Proxy Statement and incorporated by reference into the Company’sSealed Air’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.2021.
Organization and Compensation Committee
Jacqueline B. Kosecoff,Françoise Colpron, Chair
Michael ChuP. Doss
Harry A. Lawton III
Neil Lustig
Richard Wambold
58 | |
| Executive Compensation |
Board Oversight of Compensation Risks
We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company.Sealed Air. In 20152021 as in prior years, at the request of the Compensation Committee and with the assistance of Cook & Co.,Pearl Meyer, we evaluated our incentive compensation plans relative to our enterprise risks and determined that there were no significant changes to the compensation risks identified below. We determined, taking into accountwith consideration of advice from Cook & Co.,Pearl Meyer, that there were no significant risk areas from a compensation risk perspective.
With respect to our executive compensation programs, a number of risk mitigation features were in place in 2015,2021, including the following:
The primary metric for the Annual Incentive Plan focused on earnings (consolidated adjusted(Adjusted EBITDA, ratio of support expense to gross profit ratioNet Sales and ratio of working capital to net trade sales)free cash flow), and the Compensation Committee had discretion to adjust bonus pool funding and individual award payouts.
The principal long-term incentive program for executives is PSU awards that vest based on achievement of measurable financial three-year goals balanced by relative stock return performance. No stock options were used.
| ✓ | The principal long-term incentive program for executives is PSU awards that vest based on achievement of measurable financial three-year goals balanced by relative total stockholder return performance. No stock options were used. |
| ✓ | The Compensation Committee has discretion in extraordinary circumstances to reduce payout on PSU awards below the amount otherwise earned. |
| ✓ | Pay leverage is reasonable and generally does not exceed 200% of target for Annual Incentive Plan and 250% for PSU awards. |
| ✓ | The Recoupment Policy, which applies to executive officers and other key executives, discourages excessive risk taking and manipulation of financial results. |
| ✓ | Our stock ownership guidelines require executives to hold at least a portion of vested equity awards during employment, thus discouraging excessive risk taking. |
| ✓ | Different metrics are used for annual and long-term incentive plans for executives, thus not placing too much emphasis on a single metric. |
2022 Proxy Statement | 59 |
| Executive Compensation |
Executive Compensation Committee has discretion in extraordinary circumstances to reduce long-term incentive (“PSU”) awards below the amount otherwise earned.
Pay leverage is reasonable and generally does not exceed 200% of target.
The recoupment policy that applies to executive officers and other key executives discourages excessive risk taking and manipulation of financial results.
Our stock ownership guidelines require executives to hold at least a portion of vested equity awards during employment, thus discouraging excessive risk taking.
Different metrics are used for annual and long-term incentive plans for executives, thus not placing too much emphasis on a single metric.
20152021 Summary Compensation Table
The following table includes information concerning 2015shows compensation for our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensatednamed executive officers during 2015 who served as such atfor the end of the year.years indicated.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Non-Equity Incentive Plan Compensation2 | All Other Compensation3 ($) | Total ($) | |||||||||||||||||||||
Jerome A. Peribere | 2015 | 1,180,188 | 0 | 6,918,394 | 0 | 31,800 | 8,130,382 | |||||||||||||||||||||
President and Chief Executive Officer | 2014 | 1,150,000 | 0 | 10,775,959 | 0 | 37,200 | 11,963,159 | |||||||||||||||||||||
| 2013 | 1,016,667 | 0 | 6,158,787 | 900,000 | 226,383 | 8,301,837 | ||||||||||||||||||||||
Carol P. Lowe | 2015 | 613,500 | 0 | 1,195,493 | 418,662 | 106,772 | 2,334,427 | |||||||||||||||||||||
Senior Vice President and Chief Financial Officer | 2014 | 585,844 | 0 | 2,147,601 | 562,394 | 43,296 | 3,339,134 | |||||||||||||||||||||
| 2013 | 540,313 | 0 | 908,602 | 449,507 | 24,481 | 1,922,903 | ||||||||||||||||||||||
Emile Z. Chammas | 2015 | 501,025 | 0 | 807,579 | 395,093 | 62,607 | 1,766,304 | |||||||||||||||||||||
Senior Vice President, | 2014 | 477,480 | 0 | 1,542,639 | 530,732 | 286,498 | 2,837,349 | |||||||||||||||||||||
Chief Supply Chain Officer | 2013 | 437,100 | 0 | 967,459 | 0 | 34,606 | 1,439,165 | |||||||||||||||||||||
Karl R. Deily | 2015 | 502,863 | 0 | 914,505 | 351,371 | 63,425 | 1,832,164 | |||||||||||||||||||||
Vice President, President Food Care | 2014 | 470,500 | 0 | 1,642,171 | 456,287 | 44,233 | 2,613,292 | |||||||||||||||||||||
| 2013 | 410,000 | 0 | 724,591 | 357,268 | 25,974 | 1,517,833 | ||||||||||||||||||||||
Ilham Kadri4 | 2015 | 433,695 | 0 | 713,078 | 346,062 | 378,795 | 1,871,360 | |||||||||||||||||||||
Vice President, President Diversey Care | 2014 | 433,073 | 0 | 1,542,576 | 466,807 | 131,753 | 2,574,209 | |||||||||||||||||||||
| 2013 | 466,567 | 0 | 734,203 | 355,597 | 198,458 | 1,754,825 | ||||||||||||||||||||||
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Non-Equity Incentive Plan Compensation2 ($) | All Other Compensation3 ($) | Total ($) | |||||||||||||||||||||
Edward L. Doheny II President and CEO |
| 2021 |
|
| 1,241,430 |
|
| — |
|
| 8,407,162 |
|
| — |
|
| 26,100 |
|
| 9,674,692 |
| |||||||
| 2020 |
|
| 1,205,272 |
|
| — |
|
| 10,183,694 |
|
| — |
|
| 375,233 |
|
| 11,764,199 |
| ||||||||
| 2019 |
|
| 1,171,562 |
|
| — |
|
| 7,772,975 |
|
| — |
|
| 28,000 |
|
| 8,972,537 |
| ||||||||
Christopher J. Stephens, Jr. SVP, CFO |
| 2021 |
|
| 640,000 |
|
| 300,000 |
|
| 2,620,115 |
|
| 460,800 |
|
| 133,709 |
|
| 4,154,624 |
| |||||||
Emile Z. Chammas |
| 2021 |
|
| 704,564 |
|
| — |
|
| 1,247,908 |
|
| 513,398 |
|
| 26,100 |
|
| 2,491,970 |
| |||||||
SVP, Chief Manufacturing and Supply Chain Officer & Chief Transformation Officer |
| 2020 |
|
| 671,013 |
|
| — |
|
| 1,188,501 |
|
| 827,413 |
|
| 64,937 |
|
| 2,751,864 |
| |||||||
| 2019 |
|
| 635,479 |
|
| — |
|
| 1,131,989 |
|
| 656,300 |
|
| 28,000 |
|
| 2,451,768 |
| ||||||||
Sergio Pupkin4 SVP, Chief Growth and Strategy Officer |
| 2021 |
|
| 472,937 |
|
| — |
|
| 771,055 |
|
| 270,000 |
|
| 26,100 |
|
| 1,540,092 |
| |||||||
Angel S. Willis5 |
| 2021 |
|
| 458,131 |
|
| — |
|
| 576,892 |
|
| 249,206 |
|
| 26,100 |
|
| 1,310,329 |
| |||||||
VP, General Counsel and Secretary |
| 2020 |
|
| 444,788 |
|
| — |
|
| 560,130 |
|
| 409,428 |
|
| 28,500 |
|
| 1,442,846 |
| |||||||
James M. Sullivan4,5 Former SVP, CFO |
| 2021 |
|
| 186,807 |
|
| 167,000 |
|
| — |
|
| — |
|
| 26,100 |
|
| 379,907 |
| |||||||
| 2020 |
|
| 674,375 |
|
| — |
|
| 1,194,422 |
|
| 819,000 |
|
| 122,046 |
|
| 2,809,843 |
| ||||||||
| 2019 |
|
| 338,542 |
|
| 500,000 |
|
| 500,004 |
|
| 345,184 |
|
| 28,000 |
|
| 1,711,730 |
| ||||||||
| 1 | The Stock Awards column shows the value of equity awards granted during the year indicated. The amounts do not correspond to the actual amounts that may be earned by the named executive officers. Equity awards granted during each year may include: |
Name | Maximum 2021-2023 PSU Award ($) | ||||
Mr. Doheny |
| ||||
Mr. | 1,960,211 | ||||
| |||||
Mr. Chammas | 2,183,795 | ||||
Mr. | 999,341 | ||||
| 1,009,524 | ||||
| 2 | The amounts in the Non-Equity Incentive Compensation column for |
60 | |
| Executive Compensation |
| 3 | The amounts shown in the All Other Compensation column for |
| Mr. Peribere | Ms. Lowe | Mr. Chammas | Mr. Deily | Dr. Kadri | ||||||||||||||||
Company provided car/Allowance * | $ | 0 | $ | 29,660 | $ | 30,807 | $ | 31,625 | $ | 11,303 | ||||||||||
Company contribution to Profit-Sharing Plan | 21,200 | 21,200 | 21,200 | 21,200 | 15,900 | |||||||||||||||
| Company matching contributions to 401(k) Thrift Plan or Local DC Plan | 10,600 | 10,600 | 10,600 | 10,600 | 4,174 | |||||||||||||||
Relocation Benefits ** | 0 | 45,312 | 0 | 0 | 100,448 | |||||||||||||||
Children’s Education *** | 0 | 0 | 0 | 0 | 19,805 | |||||||||||||||
Payments under Relocation Letter † | 0 | 0 | 0 | 0 | 169,786 | |||||||||||||||
Tax Gross-up‡ | 57,379 | |||||||||||||||||||
Total | $ | 31,800 | $ | 106,772 | $ | 62,607 | $ | 63,425 | $ | 378,795 | ||||||||||
Name | Company Profit Sharing Contribution* ($) | Company Matching Contributions* ($) | Other Perquisites** ($) | Total ($) | ||||||||||||
Mr. Doheny |
| 14,500 |
|
| 11,600 |
|
| — |
|
| 26,100 |
| ||||
Mr. Stephens |
| 14,500 |
|
| 11,600 |
|
| 107,609 |
|
| 133,709 |
| ||||
Mr. Chammas |
| 14,500 |
|
| 11,600 |
|
| — |
|
| 26,100 |
| ||||
Mr. Pupkin |
| 14,500 |
|
| 11,600 |
|
| — |
|
| 26,100 |
| ||||
Ms. Willis |
| 14,500 |
|
| 11,600 |
|
| — |
|
| 26,100 |
| ||||
Mr. Sullivan |
| 14,500 |
|
| 11,600 |
|
| — |
|
| 26,100 |
| ||||
| * | Made to the |
| ** | For Mr. Stephens, the perquisites represent the aggregate incremental cost to the Company of relocation benefits |
| 4 |
|
| 5 | Mr. Sullivan’s 2021 base salary includes accrued vacation paid at termination of employment. |
Grants of Plan-Based Awards in 20152021
The following table sets forth additional information concerning stock awards granted during 20152021 under the 2014 Omnibus Incentive Plan and the cash and SLO portions of the annual bonus targets for 20152021 performance under the Company’sour Annual Incentive Plan. Mr. Sullivan was not granted any awards for 2021.
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards2 | Estimated Future Payouts Under Equity Incentive Plan Awards3 | Grant ($) | ||||||||||||||||||||||||
| Name | Type of Award1 | Grant Date | Target ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||
Mr. Peribere | 15SLO | 1/2/2015 | 43,555 | 1,859,766 | ||||||||||||||||||||||
| 15PSU | 2/16/2015 | 43,090 | 100,956 | 201,912 | 5,058,628 | |||||||||||||||||||||
Ms. Lowe | Cash | 1/2/2015 | 347,625 | |||||||||||||||||||||||
| 15SLO | 1/2/2015 | 3,393 | 144,844 | |||||||||||||||||||||||
| 15PSU | 2/16/2015 | 8,950 | 20,968 | 41,936 | 1,050,649 | |||||||||||||||||||||
Mr. Chammas | Cash | 1/2/2015 | 328,055 | |||||||||||||||||||||||
| 15PSU | 2/16/2015 | 6,879 | 16,117 | 32,234 | 807,579 | |||||||||||||||||||||
Mr. Deily | Cash | 1/2/2015 | 247,236 | |||||||||||||||||||||||
| 15SLO | 1/2/2015 | 2,413 | 103,015 | |||||||||||||||||||||||
| 15PSU | 2/16/2015 | 6,913 | 16,195 | 32,390 | 811,490 | |||||||||||||||||||||
Dr. Kadri | Cash | 1/2/2015 | 310,050 | |||||||||||||||||||||||
| 15PSU | 2/16/2015 | 6,074 | 14,231 | 28,462 | 713,078 | |||||||||||||||||||||
Estimated Under Non-Equity Incentive Plan Awards2 | Estimated Future Payouts Under Equity Incentive Plan Awards3 | All Other Units
| Grant Awards4 ($)
| |||||||||||||||||||||||||||
Name | Type of Award1 | Grant Date | Target ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||
Mr. Doheny | 21PSU |
| 2/11/2021 |
|
| 38,912 |
|
| 103,764 |
|
| 259,410 |
|
| 4,550,051 |
| ||||||||||||||
21RSU |
| 2/11/2021 |
|
| 44,828 |
|
| 1,950,018 |
| |||||||||||||||||||||
21SLO |
| 1/3/2021 |
|
| 41,951 |
|
| 1,907,092 |
| |||||||||||||||||||||
Mr. Stephens | 21PSU | 2/10/2021 | 6,498 | 17,324 | 43,310 | 784,084 | ||||||||||||||||||||||||
| 21RSU | 2/10/2021 | 7,571 | 336,001 | |||||||||||||||||||||||||||
21RSU(hire) |
| 1/4/2021 |
|
| 33,334 |
|
| 1,500,030 |
| |||||||||||||||||||||
Cash |
| 1/3/2021 |
|
| 460,800 |
| ||||||||||||||||||||||||
Mr. Chammas | 21PSU |
| 2/10/2021 |
|
| 7,238 |
|
| 19,300 |
|
| 48,250 |
|
| 873,518 |
| ||||||||||||||
21RSU |
| 2/10/2021 |
|
| 8,436 |
|
| 374,390 |
| |||||||||||||||||||||
Cash |
| 1/3/2021 |
|
| 513,398 |
| ||||||||||||||||||||||||
Mr. Pupkin | 21PSU |
| 2/10/2021 |
|
| 3,312 |
|
| 8,832 |
|
| 22,080 |
|
| 399,736 |
| ||||||||||||||
21RSU |
| 2/10/2021 |
|
| 3,860 |
|
| 171,307 |
| |||||||||||||||||||||
21RSU(SVP) |
| 7/1/2021 |
|
| 3,382 |
|
| 200,011 |
| |||||||||||||||||||||
| Cash | 1/3/2021 | 270,000 | ||||||||||||||||||||||||||||
Ms. Willis | 21PSU |
| 2/10/2021 |
|
| 3,346 |
|
| 8,922 |
|
| 22,305 |
|
| 403,810 |
| ||||||||||||||
21RSU |
| 2/10/2021 |
|
| 3,900 |
|
| 173,082 |
| |||||||||||||||||||||
Cash |
| 1/3/2021 |
|
| 249,206 |
| ||||||||||||||||||||||||
2022 Proxy Statement | 61 |
|
| 1 | Type of Award | Description | ||
| Cash | Cash | |||
| SLO award portion of | ||||
| Three-year PSU award for the performance period beginning January | ||||
| 21RSU | Time-vesting RSU award granted as part of 2021 long-term incentive awards | |||
| 21RSU(hire) | New hire RSU award for Mr. Stephens | |||
| 21RSU(SVP) | Promotion RSU award for Mr. Pupkin | |||
| 2 | This column shows the target awards established in early |
| 3 | These columns show (i) target awards established in early |
The threshold number of shares for 2021-2023 PSU awards is 37.5% of the target number of shares for the Adjusted EBITDA CAGR and ROIC portions and the maximum number of shares for such awards is 250% of the target number of shares. Shares, to the extent earned, will be issued in 2024 for the 2021-2023 PSU awards. See “—Compensation Discussion and Analysis—2021 Compensation Decisions and Result—Long-Term Incentive Compensation.”
| 4 | This column shows the fair value on the grant date or service inception date of the equity awards shown in the table computed in accordance with FASB ASC Topic 718. The manner in which grant date fair value was determined for awards granted in |
Description ofAdditional Information about Annual and Long-Term Incentive Awards in the 2015 Summary Compensation Table and the Grants of Plan-Based Awards in 2015 Table
Annual Incentive Plan: Cash Bonuses and SLO Awards.
Each of the named executive officers has a target bonus that is established by the Compensation Committee during the first quarter of the year. Also, eachcertain of the named executive officers hashave the opportunity at a time determined by the Compensation Committee (generally prior to the start of the performance year) to designate a portion of his or her annual bonus to be received as an equitya SLO award under the 2014 Omnibus Incentive Plan, called a stock leverage opportunity (“SLO”) award.Plan. The portion to be denominated as SLO awards, in increments of 25% of the annual bonus, may be given a premium to be determined by the Compensation Committee each year. The stock price used to calculate the number of shares that can be earned is the average closing price onfor the first 15 trading daydays of the performance year, thereby reflecting stock price changes during the performance year in the value of the SLO award. Beginning in 2019, no new executive officers may make this election.
Once the amount of the annual bonus that has been earned has been determined for each named executive officer following the end of the year, the cash portion is paid out shortly thereafter, and the SLO award is provided in the form of an award of restricted stock unitsRSUs under the 2014 Omnibus Incentive Plan that vest on the second anniversary of the grant date. The award isPlan. These RSUs are granted on a date determined by the Compensation Committee, but no later than March 15 following the end of the performance year.year, and vest on the second anniversary of the RSU grant date. For example, the RSUs awarded for a 2021 SLO award are granted in early 2022 and vest in early 2024. For the “principal portion” of the award that would have otherwise been paid in cash, the award vestsSLO awards may vest earlier upon any termination of employment, other than for cause. For the “premium portion” of the award equal to the additional 25%, the award vestsmay vest earlier only in case of death, disability or retirement from the Company. Retirement for the purpose of SLO awards and the PSU awards described below means termination of employment after five or more years of employment and with years of employment plus age equal to 70 or more, except termination for cause.retirement. Except as described above, if the recipient ceases to be employed by the Companyus prior to vesting, then the award is forfeited, except for certain circumstances following a change in control. SLO awards in the form of restricted stock unitsRSUs have no voting rights until shares are issued to them but do receive a cash payment in the amount of the dividends (without interest) on the shares they have earned at about the same time that shares are issued to them following vesting.
Retirement for the periodpurpose of restriction.SLO awards and the PSU awards described below means (i) for PSU awards granted before 2018 and SLO awards through 2018 performance year, termination of employment after five or more years of
62 | |
| Executive Compensation |
employment and with years of employment plus age equal to 70 or more, and (ii) for PSU awards granted beginning in 2018 and SLO awards beginning for the 2019 performance year, termination of employment after at least age 55 with at least 10 years of employment, and in each case excluding termination for cause.
Performance Share Unit Awards.
PSU awards, which were awarded under the 2014 Omnibus Incentive Plan, or, for 2014 and prior years, under the 2005 Contingent Stock Plan,generally provide for a minimum one-yearthree-year performance period with a targeted number of shares to be earned if performance during the period meets goals set by the Compensation Committee during the first 90 days of the period. If performance is below defined threshold levels, then no units will be earned, and if performance exceeds defined maximum levels, then a maximum number of units (above the target number) will be earned. PSU awards are not transferable by the participantrecipient until the end of the performance period and certification by the Compensation Committee with respect to each performance measure used for the award. If a participantrecipient terminates employment during the performance period due to death, disability or retirement, then the participantrecipient (or his or her estate) will receive a pro rata payout following the end of the performance period based on the portion of the performance period during which the participantrecipient was employed and based on the number of units that would have been earned by the participantrecipient if he or she had remained employed for the entire performance period prior to applying the pro rata factor.period. If the participantrecipient leaves employment during the performance period for any other reason, then the units are forfeited, except for certain circumstances following a change in control. At about the same time that shares are issued to participantsrecipients following the performance period, participantsrecipients also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. Holders of PSU awards have no voting rights as stockholders until shares of common stock are issued after the end of the performance period.
Restricted Stock and Restricted Stock Units. Awards
As part of restricted stock and restricted stock units includedthe 2021 long-term incentive award, awards of RSUs vest in the 2015 Summary Compensation Table were made under the 2014 Omnibus Incentive Plan or, for 2014 and prior years, the 2005 Contingent Stock Plan, whichequal installments annually over three years. RSU awards provide for a vesting period. Awardsmay vest earlier in the event of the participant’srecipient’s death or disability. If a participantrecipient terminates employment prior to vesting, then the award of restricted stock or restricted stock unitsRSUs is forfeited, except for certain
circumstances following a change in control. Within 90 days following the date of termination, the Compensation Committee can waive the forfeiture of all or a portion of an award. During the vesting period, holders of unvested shares of restricted stock (butRSUs have no voting rights. We do not holders of unvested shares of restricted stock units) are entitled to receivepay dividends on unvested RSUs. Instead, following vesting, holders receive a cash payment in the same basis asamount of dividends are(without interest) that would have been paid to other stockholders and are entitled to voteduring the unvested shares.vesting period.
2022 Proxy Statement | 63 |
| Executive Compensation |
Outstanding Equity Awards at 20152021 Fiscal Year-End
The following table shows, as of December 31, 2015,2021, outstanding and unvested stock awards under the 2005 Contingent Stock Plan and the 2014 Omnibus Incentive Plan for the named executive officers. All market or payout values in the table shown for stock awards are based on the closing price of common stock on December 31, 20152021 of $44.60$67.47 per share. Mr. Sullivan did not have any outstanding equity awards as of December 31, 2021.
| Stock Awards | ||||||||||||||||||
| Name | Type of Awards1 | Number of Shares or Units of Common Stock Vested2 (#) | Market Value of That Have Not Vested3 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Rights That Have Not Vested4 (#) | Equity Incentive Plan Award: Market or Payout Value of Rights That Have Not Vested3 ($) | |||||||||||||
Mr. Peribere | RS | 25,000 | 1,115,000 | |||||||||||||||
| 13SLO | 62,711 | 2,796,911 | ||||||||||||||||
| 14SLO | 101,453 | 4,524,804 | ||||||||||||||||
| 15SLO | 57,451 | 2,562,315 | ||||||||||||||||
| 12PSU#2 | 75,000 | 3,345,000 | 25,000 | 1,115,000 | ||||||||||||||
| 12PSU#3 | 250,000 | 11,150,000 | ||||||||||||||||
| 14PSU | 281,778 | 12,567,299 | ||||||||||||||||
| 14SPSU | 286,694 | 12,786,552 | ||||||||||||||||
| 15PSU | 100,956 | 4,502,638 | ||||||||||||||||
Ms. Lowe | 14SLO | 6,949 | 309,925 | |||||||||||||||
| 15SLO | 4,086 | 182,236 | ||||||||||||||||
| 14PSU | 62,482 | 2,786,697 | ||||||||||||||||
| 14SPSU | 63,572 | 2,835,311 | ||||||||||||||||
| 15PSU | 20,968 | 935,173 | ||||||||||||||||
Mr. Chammas | 13SLO | 30,430 | 1,357,178 | |||||||||||||||
| 14PSU | 48,026 | 2,141,960 | ||||||||||||||||
| 14SPSU | 48,864 | 2,179,334 | ||||||||||||||||
| 15PSU | 16,117 | 718,818 | ||||||||||||||||
Mr. Deily | 13SLO | 8,300 | 370,180 | |||||||||||||||
| 14SLO | 5,637 | 251,410 | ||||||||||||||||
| 15SLO | 3,429 | 152,933 | ||||||||||||||||
| 14PSU | 48,026 | 2,141,960 | ||||||||||||||||
| 14SPSU | 48,864 | 2,179,334 | ||||||||||||||||
| 15PSU | 16,195 | 722,279 | ||||||||||||||||
Dr. Kadri | 14PSU | 48,024 | 2,141,870 | |||||||||||||||
| 14SPSU | 48,862 | 2,179,245 | ||||||||||||||||
| 15SPSU | 14,231 | 634,703 | ||||||||||||||||
| Stock Awards | ||||||||||||||||||
Name | Type of Awards1 | Number of Shares or Units of Common Stock That Have Not Vested2 (#) | Market Value of Shares or Units of Common Stock That Have Not Vested3 ($) | Equity Incentive Plan Awards: | Equity Incentive Plan Award: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($) | |||||||||||||
Mr. Doheny | 17PSU |
| 35,000 |
|
| 2,361,450 |
| |||||||||||
17RSU |
| 35,000 |
|
| 2,361,450 |
| ||||||||||||
19RSU |
| 14,252 |
|
| 961,582 |
| ||||||||||||
20RSU |
| 36,803 |
|
| 2,483,098 |
| ||||||||||||
21RSU |
| 44,828 |
|
| 3,024,545 |
| ||||||||||||
20PSU |
| 129,220 |
|
| 8,718,473 |
| ||||||||||||
21PSU |
| 103,764 |
|
| 7,000,957 |
| ||||||||||||
19SLO |
| 65,831 |
|
| 4,441,618 |
| ||||||||||||
20SLO |
| 72,043 |
|
| 4,860,741 |
| ||||||||||||
Mr. Stephens | 21PSU |
| 17,324 |
|
| 1,168,850 |
| |||||||||||
21RSU(hire) |
| 33,334 |
|
| 2,249,045 |
| ||||||||||||
21RSU |
| 7,571 |
|
| 510,815 |
| ||||||||||||
Mr. Chammas | 20PSU |
| 22,589 |
|
| 1,524,080 |
| |||||||||||
21PSU |
| 19,300 |
|
| 1,302,171 |
| ||||||||||||
19RSU |
| 2,682 |
|
| 180,955 |
| ||||||||||||
20RSU |
| 6,629 |
|
| 447,259 |
| ||||||||||||
21RSU |
| 8,436 |
|
| 569,177 |
| ||||||||||||
Mr. Pupkin | 20PSU |
| 9,023 |
|
| 608,782 |
| |||||||||||
21PSU |
| 8,832 |
|
| 595,895 |
| ||||||||||||
19RSU |
| 857 |
|
| 57,822 |
| ||||||||||||
20RSU |
| 2,648 |
|
| 178,661 |
| ||||||||||||
21RSU |
| 3,860 |
|
| 260,434 |
| ||||||||||||
21RSU(SVP) |
| 3,382 |
|
| 228,184 |
| ||||||||||||
Ms. Willis | 20 PSU |
| 10,646 |
|
| 718,286 |
| |||||||||||
21PSU |
| 8,922 |
|
| 601,967 |
| ||||||||||||
19RSU(hire) |
| 4,687 |
|
| 316,232 |
| ||||||||||||
19RSU |
| 1,289 |
|
| 86,969 |
| ||||||||||||
20RSU |
| 3,124 |
|
| 210,776 |
| ||||||||||||
21RSU |
| 3,900 |
|
| 263,133 |
| ||||||||||||
64 | |
|
| 1 |
| Type of Award | Description | |||
| 19SLO | SLO award portion of | |||
SLO award portion of | ||||
| 20PSU | Three-year PSU award for the performance period beginning January 1, |
Three-year PSU award for the performance period beginning January 1, | ||||
| 19RSU | Time-vesting restricted stock award granted February 13 and 14, 2019 and vesting in equal annual installments over three years | |||
| 20RSU | Time-vesting restricted stock unit award granted February 12 and 13, 2020 and vesting in equal annual installments over three years | |||
| 21RSU | Time-vesting restricted stock unit award granted February 10 and 11, 2021 and vesting in equal annual installments over three years | |||
| 21RSU(hire) | Time-vesting RSU award granted January 4, 2021 and vesting in equal annual installments over three years | |||
| 21RSU(SVP) | Time-vesting RSU award granted July 1, 2021 in connection with promotion to SVP and vesting in equal annual installments over three years | |||
| 19RSU(hire) | Time-vesting RSU award granted January 7, 2019 and vesting in equal annual installments over three years | |||
| 17PSU | Performance-vesting restricted stock unit award originally granted in September 2017 as an inducement to sign an offer letter agreement, scheduled to vest on September 18, 2022 subject to stock price and TSR performance conditions | |||
| 17RSU | Performance-vesting restricted stock unit award originally granted in September 2017 as an inducement to sign an offer letter agreement and modified in December 2020 to a time-vesting RSU, scheduled to vest on September 18, 2022 | |||
| 2 | The amounts shown in this column for |
| 2022. The amounts shown in this column for |
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| 3 | The market or payout values shown in this column are based on the closing price of common stock on December 31, |
| 4 |
|
| 2021. The |
The following table shows the number of shares acquired byvested for stock awards for the named executive officers on vesting of stock awards during 2015,2021, as well as the value of the shares realized upon vesting. All awards were awarded under the 2005 Contingent Stock Plan.
| Stock Awards | ||||||||||||
| Name | Type of Award | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||
Mr. Peribere | RS | 50,000 | 2,530,500 | |||||||||
| 13PSU | 360,198 | 16,064,831 | ||||||||||
Ms. Lowe | RS | 42,000 | 2,174,340 | |||||||||
| 13PSU | 85,932 | 3,832,567 | ||||||||||
Mr. Chammas | 12SLO | 21,505 | 982,779 | |||||||||
| 13PSU | 60,294 | 2,689,112 | ||||||||||
Mr. Deily | 12SLO | 3,159 | 144,366 | |||||||||
| 13PSU | 60,812 | 2,712,215 | ||||||||||
Dr. Kadri | 13PSU | 69,438 | 3,096,935 | |||||||||
Name | Stock Awards | |||
| Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||
Mr. Doheny | 199,311 | 11,453,273 | ||
Mr. Stephens | — | — | ||
Mr. Chammas | 29,598 | 1,786,079 | ||
Mr. Pupkin | 9,544 | 574,566 | ||
Ms. Willis | 17,732 | 1,027,595 | ||
Mr. Sullivan | 32,694 | 1,755,673 | ||
The value realized represents the gross number of the SLO portion of the 2012 annual bonus (“12SLO”) is based onshares or units that vested, multiplied by the closing pricemarket value of our common stock on the applicable vesting date, (or if the vesting date is not a trading date, the immediately preceding trading date). The 12SLOand includes any amounts that were withheld for applicable taxes. Certain awards vested on March 13, 2015. In all cases the Company withheld a portion of the vested shares to cover withholding taxes due upon payment of shares under the award.
The 2013 three-year PSU (“13PSU”) awards represent the actual number of shares earned for the performance period from January 1, 2013 through December 31, 2015 that vested on December 31, 2015. The values for such awards are based onduring 2021 may be paid during 2022, when performance results were certified or as the closing priceresult of common stock on December 31, 2015 of $44.60 per share and represent 200% of target.certain payment delays required by U.S. tax laws.
2022 Proxy Statement | 65 |
| Executive Compensation |
Pension Benefits in 20152021
Mr. Deily participatesIn 2021, no named executive officers were participants in the Sealed Air Corporation RestorationCombined Pension Plan, for Cryovac Employees, a tax-qualified defined benefit plan that covers the employeeswhich is comprised of our Cryovac operations who participated in a defined benefit plan maintained by a prior employer immediately prior to March 31, 1998.
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payment During Last Fiscal Year ($) | ||||||||||
Mr. Deily | Restoration Plan for Cryovac Employees | 33.1 | 0 | 0 | ||||||||||
The Restoration Plan for Cryovac Employees provides a retirement benefit that is based on the amount by which the benefit assuming the participant had remained in the prior employer’s defined benefit plan until retirement exceeds assumed benefits under our Profit-Sharing Plan plus the accrued benefit as of March 31, 1998 under the prior employer’s plan. This calculation resulted in an accumulated benefit for Mr. Deily of $0 at December 31, 2015.
The number of years of credited service at December 31, 2015 includes service with the prior employer of 15.3 years for Mr. Deily. The present value of the accumulated benefit at December 31, 2015 is calculated assuming a retirement age of 65. The Restoration Plan for Cryovac Employees provides for normal retirement at age 65 and early retirement at age 55. Benefits are generally paid as a single life annuity, but benefits can be paid in other forms, including joint and survivor annuities.
The normal retirement benefit is a monthly amount equal to the excess of (i) the sum of 1% of the average of the annual compensation for the highest five consecutive 12-month periods during the last 15 years of service (the final average compensation) plus 0.4 of 1% of the final average compensation in excess of the average Social Security wage bases during the 35 years ending with the year in which the participant attains
Social Security retirement age, multiplied by the years of credited service, over (ii) the accrued monthly benefit as of March 31, 1998 under the defined benefit plan maintained by the prior employer plus the participant’s assumed accrued benefit under our Profit-Sharing Plan. The early retirement benefit is calculated in a similar manner after applying actuarial equivalent factors to the calculation described in (i) of the preceding sentence and based on the early retirement factors in effect on March 31, 1998 under the defined benefit plan maintained by the prior employer. The participant’s assumed accrued benefit under our Profit-Sharing Plan is determined by crediting 10% annual interest prior to 2003 and 8.5% annual interest beginning in 2003 to our contributions to the Profit-Sharing Plan each year from the date of contribution to the date of determination, summingseveral component plans, all of these adjusted contributions, and converting the result to an annual benefit payablewhich have been frozen for the life of the participant. The Restoration Plan for Cryovac Employees also provides a pre-retirement death benefit in the amount of 75% of the normal retirement benefit under a 75% joint and survivor annuity that would commence on the participant’s 65th birthday.salaried employees.
Nonqualified Deferred Compensation in 20152021
Mr. Deily participatesIn 2021, no named executive officers participated in the Sealed Air Corporation Deferred Compensation Plan for Key Employees, an unfunded nonqualified deferred compensation plan designed to provide selected employees of the Company the opportunity to defer the payment of a portion of base salary and certain cash annual incentive compensation.
| Name | Executive ($)1 | Company ($) | Aggregate ($)2 | Aggregate distributions ($) | Aggregate balance ($) | |||||||||||||||
Mr. Deily | 85,527 | 0 | 4,382 | 0 | 183,524 | |||||||||||||||
|
|
Each year the Deferred Compensation Plan for Key Employees permits participating employees to elect to defer (1)(a) up to 50% of base salary for the year and (2)(b) up to 100% of the cash annual incentive award for the year payable under the Sealed Air Corporationour Annual Incentive Plan. TheOur Deferred Compensation Plan for Key Employees permits discretionary contributions by the Company.us. Participant account balances are credited with interest as determined by the Compensation Committee, which has determined that accounts will be adjusted monthly based on the Moody’s Seasoned Aaa Corporate Bond Yield for that month.
A participant’s account will be distributed based on the participant’s payment election made at the time of deferral. A participant can elect to have deferrals credited to a “retirement account” to be paid in a lump sum or installments (over 5, 10 or 15 years) commencing the seventh month after termination of employment or at a later age or date selected by the participant. Alternatively, a participant can have up to two “in-service“in-service accounts” that will be payable in a lump sum or 5 annual installments on a date specified by the participant (or earlier upon a termination of employment).
Payments Upon Termination or Change in Control
We do not have any severance programs or agreements covering any of our named executive officers, except for the arrangements described below and benefits generally available to salaried employees, also noted below. We also have no programs or agreements providing any payments or benefits to our named executive officers in connection with a change in control, except as part of our equity compensation awards and Executive Severance Plan as discussed in more detail below. The following describes arrangements that address cash payments or other benefits to certain of our named executive officers following termination of employment:
Doheny Offer Letter Agreement
Mr. Doheny’s 2017 Offer Letter includes severance protection if Mr. Doheny’s employment is terminated by us without “cause” or by Mr. Doheny for “good reason” (as those terms are defined in the 2017 Offer Letter). If the termination of employment occurs other than within 24 months after a change in control, the cash severance equals two times the sum of his annual salary and target annual bonus. If the termination of employment occurs on or within 24 months after a change in control, the cash severance equals three times the sum of his annual salary and target annual bonus. Payments for a pro rata bonus and premiums for certain health benefits may also apply. The 2017 Offer Letter does not provide for any tax gross-ups for excise taxes for payments in connection with a change in control, and instead provides for a “best net” cutback consistent with our standard practice for other senior executives. Payment of severance is conditioned on Mr. Doheny providing us with a release of claims and complying with applicable covenants. Upon a termination without cause or with good reason on December 31, 2021, Mr. Doheny would have received the amount of severance benefits shown in the table below.
Sullivan Offer Letter Agreement
Mr. Sullivan’s offer letter agreement includes certain special equity vesting in lieu of cash severance benefits under the Executive Severance Plan or otherwise. These special equity vesting provisions are described in more detail
66 |
|
| Executive Compensation |
below in the discussion regarding treatment of equity awards upon termination of employment. As Mr. Sullivan’s employment term expired on March 31, 2021, pursuant to his extension letter agreement, Mr. Sullivan did not receive any cash severance payments. Executive Severance Plan Our Executive Severance Plan provides severance benefits upon a qualifying termination of employment to selected employees |
Severance benefits are triggered under the Executive Severance Plan upon a termination of employment (other than by reason of death or disability) by the Companyus without “Cause”“cause” or by the employee for “Good Reason”“good reason” (as those terms are defined in the Executive Severance Plan). Severance benefits are in the form of continuationequal (a) one year of base salary and target annual bonus (payable over 12 months) and (b) continued health and welfare benefits for a period of months (ranging from 3 to 12 months) based on the employee’s years of service with the Company in accordance with the following schedule:months.
|
| |
If a termination without Causecause or for Good Reasongood reason occurs upon or within two years after a change in control, of the Company, the employee is instead entitled to receive (1)(a) a lump sum payment equal to two years of the sum of base salary (2)plus target annual bonus, (b) continued health and welfare benefits for up to 18 months, and (3)(c) accelerated vesting of all outstanding equity compensation awards. For this purpose, and consistent with the current provisions of the Company’sour stockholder-approved 2014 Omnibus Incentive Plan, (and its predecessor plan), accelerated vesting of any performance-based equity awards is based on assumed achievement of performance goals at the greater of target performance or actual performance measured through the last quarter preceding the change in control. Additional details on treatment of equity awards upon termination of employment or following a change in control can be found below.
Severance benefits are conditioned upon an employee giving the Companyus a general release of claims at the time of separation. Benefits are also conditioned upon an employee’s compliance with certain restrictive covenants regarding non-disparagement, confidentiality, and non-competition (in addition to any other restrictive covenants to which an employee may be subject). No tax gross-ups are provided to any participant under the Plan in case of any excise taxes under Sections 280G and 4999 of the Internal Revenue Code as a result of payments under the Executive Severance Plan in connection with a change in control. If an employee covered by the Plan is also entitled to severance under an existing agreement with the Company,us, the terms of the individual severance agreement will control instead of the Plan.
The following table shows the total amount that would have been payable to the named executive officers (other than Mr. Sullivan) under the Executive Severance Plan, or, for Mr. Doheny, under his 2017 Offer Letter, in case of a qualifying termination on December 31, 2015:2021.
| Executive | Termination without Cause or With Good Reason—No Change in Control* | Termination without Cause or With Good Reason—Within 2 Years After a Change in Control** | ||||||
Mr. Peribere | | See above under “Peribere Employment Agreement” | | $ | 2,401,733 | |||
Ms. Lowe | $ | 478,616 | $ | 1,266,233 | ||||
Mr. Chammas | $ | 518,243 | $ | 1,029,715 | ||||
Mr. Deily | $ | 520,660 | $ | 1,034,565 | ||||
Dr. Kadri | $ | 248,578 | $ | 984,233 | ||||
Name | Termination Without Cause or With Good Reason—No Change in Control1 ($) | Termination Without Cause or With Good Reason—Within 2 Years After a Change in | ||||||
Mr. Doheny |
| 5,588,932 |
|
| 8,365,122 |
| ||
Mr. Stephens |
| 1,169,586 |
|
| 2,330,379 |
| ||
Mr. Chammas |
| 1,295,545 |
|
| 2,585,066 |
| ||
Mr. Pupkin |
| 816,364 |
|
| 1,624,546 |
| ||
Ms. Willis | 755,744 | 1,502,810 | ||||||
Mr. Sullivan | — | — | ||||||
| 1 | This column includes |
| 2 | This column includes lump sum |
2022 Proxy Statement | 67 |
| Executive Compensation |
Our incentive award programs include provisions addressing the extent to which the award becomes vested and payable or is forfeited upon termination of employment. The following briefly describes the key features of these provisions. See also “Description of“—Additional Information about Annual and Long-Term Incentive Awards in the 2015 Summary Compensation Table and the Grants of Plan-Based Awards in 2015 Table” aboveAwards” for more details.
Annual Bonus Awards
|
Under our Annual Incentive Plan, employees must remain employed through the applicable payment date in order to be entitled to receive an annual bonus for a year; otherwise, payment of the annual bonus is at our discretion. Bonuses are paid during the month of March for the prior year, so termination of the named executive officers as of the end of 2021 would have meant that they were not entitled to receive a cash bonus or SLO award based on 2021 performance. For a termination of employment before the bonus payment date, the payment of an annual bonus is discretionary depending on the circumstances. Under his offer letter agreement, however, Mr. Doheny will receive a pro rata annual bonus in case of a termination without cause or for good reason. The annual bonus paid (as cash and/or SLO award) under the Annual Incentive Plan to each named executive officer for 20152021 was as follows: Mr. Peribere—$1,962,499; Ms. Lowe—$558,216;Doheny, $1,716,361; Mr. Chammas, – $395,093;$513,398; Mr. Deily—$468,495; Dr. Kadri—$346,062.Stephens, $460,800; Mr. Pupkin, $270,000; and Ms. Willis, $286,587. These amounts may not represent the amounts that would have been awarded if the named executive officers had terminated employment at the end of 20152021 for any of the reasons noted above. Mr. Sullivan received a completion bonus of $167,000 in 2021 but was not eligible for a bonus under the 2021 Annual Incentive Plan.
Restricted Stock and Restricted Stock Units
These awards will vest in full in case of death or disability before the scheduled vesting date and will generally forfeit for any other termination of employment before the scheduled vesting date with six exceptions. First, SLO awards that have been awarded as RSUs after the end of the performance year will vest in full upon retirement. Second, RSAs and RSUs will vest upon a termination of employment by us without cause or by the executive with good reason that occurs within two years after a change in control. Third, for SLO awards, the “principal portion” that would have otherwise been paid in cash vests in full upon any termination other than a termination for cause. Fourth, Mr. Doheny’s 2017 Offer Letter, as amended, provides for prorated vesting of his new hire RSUs if he has been terminated without cause or terminates with good reason on or before September 18, 2022. Fifth, Mr. Sullivan’s offer letter agreement includes certain special vesting provisions in lieu of cash severance benefits, as described further below. Sixth, within 90 days following the date of termination, the Compensation Committee can waive the forfeiture of RSAs or RSUs. Performance Share Units Termination of employment before the end of the performance period generally results in the forfeiture of any outstanding PSU awards with three exceptions. First, in case of death, disability or retirement before the end of the performance period, a pro rata number of the PSUs will become payable after the end of the performance period, based on the actual performance |
|
results for the performance period. Second, in case of a change in control |
Mr. Peribere’s two new hire PSU awards generally follow the same termination treatment provisions as other PSU awards, with (i) pro rata vesting based on actual performance in case of termination due to death or disability and (ii) per the Executive Severance Plan, full vesting based on target performance (or actual performance through the quarter prior to the change in control, if greater). Third, Mr. Doheny’s 2017 Offer Letter, as amended, provides for a terminationprorated vesting of his new hire PSUs (subject to actual performance results) if he has been terminated without cause or terminates with good reason within two years after a change in control. The first of those two new hire PSU awardson or before September 18, 2022. Fourth, Mr. Sullivan’s offer letter agreement includes certain uniquespecial vesting provisions due toin lieu of cash severance benefits, as described further below.
Mr. Sullivan’s offer letter agreement included certain special equity vesting in lieu of cash severance benefits under the designExecutive Severance Plan or otherwise. These special equity vesting provisions are triggered if Mr. Sullivan’s employment is terminated by us without “cause” or by Mr. Sullivan for “good reason” (as those terms are defined in the offer letter agreement), or upon completion of the award. First, theterm of that agreement, which was originally scheduled to end on December 31, 2020 but was extended to March 31, 2021. As those special equity vesting described above applies only to the one-year performance period then in effectprovisions were
68 | |
| Executive Compensation |
triggered, all of Mr. Sullivan’s outstanding equity awards fully vested, with any outstanding PSUs vesting at the date“target” level of termination. Second, no amount is payable for any one-year performance, period beginning afterand are included in the date of termination. Finally, for any portion of the award that has become earned based on relative TSR performance for a prior one-year performance period but has not yet been paid (because each annual amount to the extent earned is generally not paid until after August 31, 2016table under the terms of the award), that amount will be forfeited“Stock Vested in case of a termination for cause, but otherwise will be paid according to schedule (or earlier in case of death or disability) for any other termination of employment.2021.”
The following table shows the amounts that would have been payable to the named executive officers (other than Mr. Sullivan) under these equity award programs for a termination of employment as of December 31, 2015,2021, based on the closing price of the Company’sour common stock of $44.60$67.47 as of that date.December 31, 2021. All awards remain subject to the Company’s compensation recoupment policyRecoupment Policy (discussed in the “—Compensation Discussion and AnalysisAnalysis” above).
| Name | Type of Award | Death or Disability | Involuntary for Cause | Involuntary (all others) | Voluntary | CIC Only | CIC + qualifying termination1 | |||||||||||||||||||
Peribere | RS2 | $ | 1,150,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,150,000 | |||||||||||||
| SLO3 | $ | 9,884,030 | $ | 0 | $ | 2,049,861 | $ | 2,049,861 | $ | 0 | $ | 9,884,030 | ||||||||||||||
| 12PSU4 | $ | 3,345,000 | $ | 0 | $ | 3,345,000 | $ | 3,345,000 | $ | 0 | $ | 3,345,000 | ||||||||||||||
| PSU5 | $ | 19,075,203 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 29,444,564 | ||||||||||||||
Lowe | SLO3 | $ | 492,161 | $ | 0 | $ | 145,797 | $ | 145,797 | $ | 0 | $ | 492,161 | |||||||||||||
| PSU5 | $ | 2,065,875 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 3,746,176 | ||||||||||||||
Chammas | SLO3 | $ | 1,357,178 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,357,178 | |||||||||||||
| PSU5 | $ | 1,587,915 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 2,879,465 | ||||||||||||||
Deily | SLO3 | $ | 774,523 | $ | 0 | $ | 774,523 | $ | 774,523 | $ | 0 | $ | 774,523 | |||||||||||||
| PSU5 | $ | 1,589,068 | $ | 0 | $ | 1,589,068 | $ | 1,589,068 | $ | 0 | $ | 2,882,926 | ||||||||||||||
Kadri | PSU5 | $ | 1,559,819 | $ | 0 | $ | 1,559,819 | $ | 0 | $ | 0 | $ | 2,795,216 | |||||||||||||
Name | Type of Award | Death or Disability ($) | Involuntary for Cause ($) | Involuntary (All Others)1 ($) | Voluntary ($) | CIC Only ($) | CIC + Qualifying ($) | |||||||||||||||||||
Mr. Doheny | 17RSU(mod)3 |
| 2,361,450 |
|
| — |
|
| 2,023,915 |
|
| — |
|
| — |
|
| 2,361,450 |
| |||||||
17PSU(mod)3 |
| 2,023,915 |
|
| — |
|
| 2,023,915 |
|
| — |
|
| — |
|
| 2,361,450 |
| ||||||||
PSU4 |
| 8,145,968 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 15,719,430 |
| ||||||||
RSU5 |
| 6,468,551 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 6,468,551 |
| ||||||||
SLO6 |
| 9,302,359 |
|
| 7,441,941 |
|
| 7,441,941 |
|
| 9,302,359 |
| ||||||||||||||
Mr. Stephens | PSU4 |
| 389,617 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,168,850 |
| |||||||
RSU5 |
| 2,759,860 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 2,759,860 |
| ||||||||
Mr. Chammas | PSU4 |
| 1,450,110 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 2,826,251 |
| |||||||
RSU5 |
| 1,197,390 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,197,390 |
| ||||||||
Mr. Pupkin | PSU4 |
| 604,487 |
|
| — |
|
| 604,487 |
|
| 604,487 |
|
| — |
|
| 1,204,677 |
| |||||||
RSU5 |
| 725,100 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 725,100 |
| ||||||||
Ms. Willis | PSU4 |
| 679,513 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,320,253 |
| |||||||
RSU5 |
| 877,110 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 877,110 |
| ||||||||
| 1 | For Mr. Doheny, amounts in this column also include amounts resulting from a termination of employment by Mr. Doheny for good reason. |
| 2 | The |
|
| 3 |
|
| 4 |
|
|
| 5 | These rows consist of time-vesting restricted stock awards granted as part of 2019, 2020 and 2021 long-term incentive awards, and time-vesting new hire and promotion restricted stock unit awards granted to certain of the named executive officers as detailed in the table under “Outstanding Equity Awards at 2021 Fiscal Year-End.”. |
| 6 | This row consists of amounts that would have been paid to Mr. Doheny in connection with outstanding SLO awards. The amounts above under “Involuntary (all others)” and “Voluntary” represent the “principal portion” of the awards. |
The benefits described or referenced above are in addition to benefits available generally to salaried employees of the Company upon termination of employment, such as, for employees in the United States, distributions under the Sealed Air Corporationour 401(k) Thrift Plan and the Profit-Sharing Plan, of Sealed Air Corporation, non-subsidized retiree medical benefits, disability benefits and accrued vacation pay (if applicable).
2022 Proxy Statement | 69 |
| Executive Compensation |
Equity Compensation Plan InformationCEO Pay Ratio
As required by applicable SEC rules, we are providing the following estimate of the relationship of the annual total compensation of our employees and the annual total compensation of Edward L. Doheny II, our President and CEO as of the end of 2021, our last completed fiscal year.
For 2021, the median of the annual total compensation of all our employees, other than our CEO, was $54,633, and the annual total compensation of our CEO, as reported in “Executive Compensation—2021 Summary Compensation Table” (and adjusted as noted below), was $9,695,289.
Based on this information, we reasonably estimate that for 2021 our CEO’s annual total compensation was approximately 177 times that of the median of the annual total compensation of all our employees.
We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO.
We determined that, as of December 31, 2021, our employee population consisted of approximately 16,500 individuals. This population consisted of our full-time, part-time and temporary employees employed with us as of the determination date.
To identify the “median employee” from our employee population, we used total annual salary (including base wages for hourly employees) that each employee was paid for 2021 before any taxes, deductions, insurance, premiums and other payroll withholding, plus any 2021 target bonus amount. Salaries in foreign currency were translated into USD at the full year (statement of operations) exchange rates. We then identified three individuals, all within $18 of one another based on this consistently applied compensation measure and selected as the median employee the individual with our standard benefits. We did not use any statistical sampling techniques.
For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, except that we also included the estimated value of certain broad-based group health and life benefits.
For the annual total compensation of our CEO, we used the amount reported in the “Total” column in “Executive Compensation—2021 Summary Compensation Table.” However, to maintain consistency between the annual total compensation of our CEO and the median employee, we also added the estimated value of certain broad-based group health and life benefits for our CEO to the amount reported in that table.
The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.
70 | |
| Executive Compensation |
| Equity Compensation Plan Information |
The following table provides information as of December 31, 20152021 with respect to shares of common stock that may be issued under the Omnibusour 2014 Incentive Plan, and Predecessor Plans of Sealed Air Corporation.the only equity compensation plan that was effective in 2021.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b) | Remaining Available for Future Issuance Under Equity Compensation Plans (c) | |||||||||
Equity compensation plans approved by stockholders | 2,977,908 | 1 | — | 4,426,253 | 2 | |||||||
Equity compensation plans not approved by stockholders | — | — | — | |||||||||
Totals | 2,977,908 | — | 4,426,253 | |||||||||
| 1 |
|
|
|
1,062,880274,296 performance share units awarded under the 20132019 three-year PSU award. This number reflects that such awards are paid out based upon the achievement level equal to 132.5% of the target, as certified by the Organization and Compensation Committee in February 2022.
472,385 performance share units awarded under the 2020 three-year PSU award. This number reflects an assumption that such awards arewill be paid out based upon the achievement aboveat 165% of the target, level ofbased on current projected performance conditions, resulting in an award equal to 200% of the target.conditions.
650,490302,665 performance share units awarded under the 20142021 three-year PSU award. This number reflects an assumption that such awards arewill be paid out based upon the achievement aboveat 125% of the target, level ofbased on current projected performance conditions, resulting in an award equal to 200% of the target.conditions.
1,552,094 performance share units awarded under the Special 2014 three-year PSU award. This number reflects an assumption that such awards are paid out based upon the achievement above the target level of performance conditions, resulting in an award equal to 200% of the target.
224,760 performance share units awarded under the 2015 three-year PSU award. This number reflects an assumption that such awards are paid out based upon the achievement at the target level of performance conditions, resulting in an award equal to 100% of the target.
350,00035,000 performance share units awarded to Jerome A. Peribere as initial equity award which included two awards based on the Company’s performance.Mr. Doheny.
5,777 shares of1,819,265 unvested restricted stock awarded granted but not yet issued as of December 31, 2015.units.
882,449 non-vested restricted stock units as of December 31, 2015.
156,402 restricted stock units unvested SLO awards awarded in 2013 and 2014.
149,76374,297 deferred stock units held by non-employee directors.
| 2 | Comprised of 5,510,599 shares available as of December 31, 2021 for awards under the 2014 Incentive Plan (as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021) plus 1,819,265 unvested restricted stock units and 74,297 deferred stock units held by non-employee directors, and less the number of shares reported under column (a) in the table above. |
There is no exercise price for shares or units awarded under the Omnibus2014 Incentive Plan and Predecessor Plans.Plan. There was no exercise price for deferred stock units credited to the accounts of non-employee directors in 2015.
Advisory Vote to Approve Our Executive Compensation (Proposal 11)2021.
Our stockholders have
2022 Proxy Statement | 71 |
Auditor for 2022 |
The Audit Committee is directly responsible for the opportunity at our 2016 Annual Meetingappointment, compensation, retention and oversight of the independent external audit firm retained to vote to approve, onaudit the Company’s financial statements. In connection with this responsibility, the Audit Committee engages in an annual evaluation of the independent registered public accounting firm, including a non-binding, advisory basis,review and evaluation of the compensationlead audit partner. The Audit Committee considers, in particular, whether the retention of the firm is in the best interests of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. At our 2012 Annual Meeting, we asked our stockholders to indicate if we should hold a “say-on-pay” vote every one, two or three years. Consistent with the recommendation of our Board of Directors, our stockholders indicated by advisory vote their preference to hold a “say-on-pay” vote annually. After consideration of the 2012 voting results, and based upon its prior recommendation, our Board of Directors elected to hold a stockholder “say-on-pay” vote annually.
Our compensation program is intended to provide appropriate and balanced incentives toward achieving our annual and long-term strategic objectives, to support a performance-oriented environment based on the attainment of goals and objectives intended to benefit usCompany and our stockholders, taking into account the firm’s quality of service, the firm’s institutional knowledge and to create an alignmentexperience, the firm’s international capabilities, the firm’s sufficiency of interests between our executivesresources, the quality of the communication and our stockholders. This approach has resulted in our ability to motivate our existing executives and to attract new executivesinteraction with the skills and attributes that we need. Please refer to “Executive Compensation—Compensation Discussion and Analysis” for an overview of the compensation of our named executive officers.
We are asking for stockholder approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules, which disclosures include the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tablesfirm, and the narrative discussion followingfirm’s independence, objectivity and professional skepticism.
After assessing the compensation tables. This vote is not intendedqualifications, performance and independence of PricewaterhouseCoopers LLP, or PwC, which has served as the Company’s independent external auditor since 2019, the Audit Committee considers PwC to address any specific item of compensation, but rather the overall compensation of our named executive officersbe well-qualified and the policies and practices described in this proxy statement.
Accordingly, stockholders are being asked to vote on the following resolution:
RESOLVED,believes that the stockholderscontinued retention of PwC is in the best interest of Sealed Air Corporation approve the compensation paid to Sealed Air Corporation’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
This vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
Our Board of Directors recommends a vote FOR the approval of the compensation paid to Sealed Air Corporation’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
Selection of Independent Auditor (Proposal 12)
its stockholders. The Audit Committee therefore has approved the retention of Ernst & Young LLP (“EY”),PwC, an Independent Registered Public Accounting Firm, as our independent registered public accounting firm, as our independent external auditor to examine and report on the Company’sour consolidated financial statements and the effectiveness of the Company’sour internal control over financial reporting for the fiscal year ending December 31, 2016, subject2022.
On February 25, 2022, the Audit Committee presented its conclusions regarding the selection and appointment of PwC as our independent auditors to ratification of the retention byBoard. Following this presentation, the Board voted unanimously to recommend that the stockholders atvote to ratify the Annual Meeting.Audit Committee’s selection of PwC as our independent registered public accounting firm for 2022. The Audit Committee considers EY to be well qualified. Inand the absenceBoard believe that the continued retention of contrary specification,PwC as our independent auditors is in the Proxy Committee will vote proxies received in response to this solicitation in favorbest interest of ratification of the appointment. Sealed Air and its stockholders.
Even if the proposal is approved, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm to serve as independent auditor at any time during the year.
KPMG LLP (“KPMG”) was the Company’s independent registered public accounting firm until March 2, 2015, when, following approval by the Audit Committee, EY was engaged as the Company’s independent registered public accounting firmWe expect representatives of PwC to examine and report on the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended December 31, 2015.
During the fiscal years ended December 31, 2014 and 2013, and the subsequent interim period through March 2, 2015, neither Sealed Air nor anyone on its behalf has consulted with EY, regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Sealed Air’s consolidated financial statements, in any case where a written report or oral advice was provided to Sealed Air that EY concluded was an important factor considered by Sealed Air in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of KPMG on the consolidated financial statements of Sealed Air and its subsidiaries as of and for the years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2014 and 2013, and the subsequent interim period through the filing of the Annual Report on Form 10-K, there were (i) no disagreements between Sealed Air and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Representatives of EY will be present at the Annual Meeting. The EY representativesThey will have the opportunity to make a statement if they desire to do so, and we expect that they will be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR“FOR” the proposal to ratify the selectionappointment of EYPricewaterhouseCoopers LLP as our independent public accounting firmauditor for 2016.
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Principal Independent Auditor Fees
| Principal Independent Auditor Fees |
The following table sets forth the aggregate fees billed to the Companyus by EY and KPMG LLPPwC for professional services rendered for the fiscal years ended December 31, 20152021 and 2014:2020:
| 20151 | 20142 | |||||||
Audit Fees3 | $ | 7,821,000 | $ | 10,919,000 | ||||
Audit-Related Fees4 | 478,000 | 1,154,000 | ||||||
Tax Fees5 | 4,919,000 | 1,278,000 | ||||||
Total Fees | $ | 13,218,000 | $ | 13,351,000 | ||||
| 2021 | 2020 | |||||||
Audit Fees1 | $ | 7,611,849 |
|
| $ 8,087,000 |
| ||
Audit-Related Fees2 |
| 300,000 |
|
| 31,000 |
| ||
Tax Fees3 |
| 1,243,107 |
|
| 2,623,000 |
| ||
All Other Fees4 |
| 16,900 |
|
| 10,000 |
| ||
Total Fees | $ | 9,171,856 |
|
| $10,751,000 |
| ||
| 1 |
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| 2 | Includes due diligence activities associated with |
| 3 | Includes services for global tax compliance and other tax projects. |
| 4 |
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Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy that requires the Audit Committee or a member of the Committeeits chair to pre-approve all engagements with Sealed Air’sour independent auditor. These services include audit services, audit-related services tax services and othertax services. Each year, the Audit Committee must approve the independent auditor’s retention to audit the Company’sour financial statements, subject to ratification by the stockholders at the Annual Meeting.stockholders. The Audit Committee also approves the estimated fees associated with the audit before the audit begins. The Audit Committee or a member of the Committeeits chair also pre-approves any engagement of an auditing firm other than the independent auditor to perform a statutory audit for any of our subsidiaries. The Audit Committee or its chair pre-approved all audit, services, audit-related, services, tax services and other services provided during 2015.
2022 Proxy Statement | 73 |
Report of the Company’s Audit Committee
| Report of Audit Committee |
The Audit Committee of the Board of Directors consists entirely of members who meet the independence requirements of the listing standards of the New York Stock Exchange (NYSE), the rules and regulations of the SEC and the Standards for Director Independence of Sealed Air Corporation (Sealed Air), as determined by the Board of Directors, or the Board. The Board also determined that all Audit Committee members are financially literate in accordance with NYSE listing standards and each of Messrs. Ahmad and Keizer qualifies as an “audit committee financial expert” as defined by SEC rules. The Audit Committee is responsible for providing independent, objective oversight of ourthe financial reporting processes and internal controls.controls of Sealed Air. The Audit Committee is also responsible for the appointment, compensation, retention and oversight of Sealed Air’s independent registered public accounting firm, including the selection of the firm’s lead engagement partner. The Audit Committee operates under a written charter approved by the Board of Directors. A copy of the current charter is available on the Company’s web siteSealed Air’s website atwww.sealedair.com.
Management is responsible for ourSealed Air’s system of internal control and financial reporting processes, for the preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles and for the annual report on ourSealed Air’s internal control over financial reporting. The independent auditorregistered public accounting firm is responsible for performing an independent audit of the Company’sSealed Air’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, (PCAOB)or PCAOB, and for issuing a report on the financial statements and the effectiveness of ourSealed Air’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes. Audit Committee members do not serve as professional accountants or auditors for Sealed Air, and their functions are not intended to duplicate or certify the activities of Sealed Air’s management or independent registered public accounting firm.
In connectionConsistent with theseits monitoring and oversight responsibilities, the Audit Committee met with management and Ernst & YoungPricewaterhouseCoopers LLP, (“EY”),or PwC, the independent auditorregistered public accounting firm of Sealed Air, to review and discuss the December 31, 20152021 audited consolidated financial statements. Our managementManagement represented that weSealed Air had prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles. The Audit Committee discussed with EYPwC the matters required by the PCAOB onin accordance with Auditing Standard No. 16,1301, “Communications Withwith Audit Committees.”
The Audit Committee received from EYPwC the written communication that is required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and the Audit Committee discussed with EYPwC that firm’s independence. The Audit Committee also considered whether EY’sPwC’s provision of non-audit services and the audit and non-audit fees paid to EYPwC were compatible with maintaining that firm’s independence. On the basis of these reviews, the Audit Committee determined that EYPwC has the requisite independence.
Management completed the documentation, testing and evaluation of ourSealed Air’s system of internal control over financial reporting as of December 31, 20152021 as required by Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee received periodic updates from management and from EYPwC at Audit Committee meetings throughout the year and provided oversight of the process. Prior to filing the Company’sSealed Air’s Annual Report on Form 10-K for the fiscal year ended December 31, 20152021, or the Form 10-K, with the SEC, the Audit Committee also reviewed management’s report on the effectiveness of ourSealed Air’s internal control over financial reporting contained in ourthe Form 10-K, as well as the Report of Independent Registered Public Accounting Firm provided by EY,PwC and also included in ourthe Form 10-K. EY’s PwC’s report included in ourthe Form 10-K related to its audit of ourSealed Air’s consolidated financial statements and the effectiveness of ourSealed Air’s internal control over financial reporting.
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| Report of Audit Committee |
Based upon the Audit Committee’s discussions with management and the independent auditorPwC and the Audit Committee’s review of the information provided by, and the representations of, management and the independent auditor,PwC, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements as of and for the year ended December 31, 20152021 be included in ourSealed Air’s Annual Report on Form 10-K for the year ended December 31, 2015, to be filed with the SEC.2021. The Audit Committee selected EYPwC as ourSealed Air’s independent auditorregistered public accounting firm for the fiscal year ending December 31, 2016, subject to ratification of2022, and recommended that the selection be submitted for ratification by our stockholders.the stockholders of Sealed Air.
Audit Committee
JerryHenry R. Whitaker,Keizer, Chair
Lawrence R. CodeyZubaid Ahmad
Patrick DuffFrançoise Colpron
Kenneth P. Manning
2022 Proxy Statement | 75 |
Advisory Basis |
Our stockholders have the opportunity at the Annual Meeting to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. At our 2017 Annual Meeting of Stockholders, we asked our stockholders to indicate if we should hold a “say-on-pay” vote every one, two or three years. Consistent with the recommendation of the Board of Directors, our stockholders indicated by advisory vote their preference to hold a “say-on-pay” vote annually. After consideration of the 2017 voting results, and based upon its prior recommendation, the Board elected to hold a stockholder “say-on-pay” vote annually.
Our compensation program is intended to provide appropriate and balanced incentives toward achieving our annual and long-term strategic objectives, to support a performance-oriented environment based on the attainment of goals and objectives intended to benefit us and our stockholders and to create an alignment of interests between our executives and our stockholders. This approach has resulted in our ability to motivate our existing executives and to attract new executives with the skills and attributes that we need. Please refer to “Executive Compensation—Compensation Discussion and Analysis” for an overview of the compensation of our named executive officers.
We are asking for stockholder approval of the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules, which disclosures include the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the narrative discussion following the compensation tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement.
Accordingly, stockholders are being asked to vote on the following resolution:
RESOLVED, that the stockholders of Sealed Air Corporation approve the compensation paid to Sealed Air Corporation’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
This vote is advisory and therefore not binding on Sealed Air, the Compensation Committee or the Board of Directors. However, the Board and its Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
The Board recommends a vote “FOR” the approval of the compensation paid to our named executive officers, as disclosed in this Proxy Statement.
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| Questions and Answers About the Annual Meeting |
| Q: | When and where will the Annual Meeting be held? |
| A: | This year the Annual Meeting of Stockholders of Sealed Air Corporation, which we refer to below as the Annual Meeting, will be held via live audio webcast at www.virtualshareholdermeeting.com/SEE2022, beginning at 8:00 a.m., Eastern daylight time, on Thursday, May 26, 2022. |
This year’s annual meeting will again be a virtual meeting of stockholders conducted solely via live audio webcast. Each stockholder may participate in the Annual Meeting, including casting votes and submitting questions during the Annual Meeting, by accessing a live webcast at www.virtualshareholdermeeting.com/SEE2022 and then using the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card being delivered to the stockholder. There will be no physical location for the Annual Meeting. |
Online check-in to the Annual Meeting webcast will begin at 7:45 a.m., Eastern daylight time. We encourage you to allow ample time to log in to the meeting webcast and test your computer audio system. |
| Q: | Who may join the Annual Meeting? |
| A: | The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders. To ensure they can participate, stockholders and proxyholders should visit www.virtualshareholdermeeting.com/SEE2022 and enter the 16-digit control number included on their Notice of Internet Availability of Proxy Materials or proxy card. |
| Q: | What materials have been prepared for stockholders in connection with the Annual Meeting? |
| A: | We are furnishing stockholders of record with the following proxy materials: |
our 2021 Annual Report to Stockholders, which includes our audited consolidated financial statements;
this Proxy Statement for the 2022 Annual Meeting, which also includes a letter to stockholders from our President and Chief Executive Officer and a Notice of Annual Meeting of Stockholders; and
for stockholders receiving printed copies of the 2021 Annual Report and Proxy Statement by mail, a proxy card for the Annual Meeting.
These materials were first made available on the Internet or mailed to stockholders on or about April 14, 2022.
| Q: | Why was I mailed a Notice of Internet Availability of Proxy Materials rather than a printed set of proxy materials? |
| A: | In accordance with rules and regulations adopted by the SEC, we are furnishing the proxy materials to most stockholders by providing access via the Internet, instead of mailing printed copies. This e-proxy process expedites our stockholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of the Annual Meeting. |
The Notice of Internet Availability of Proxy Materials tells you how to access and review the proxy materials on the Internet and how to vote on the Internet. The Notice also provides instructions you may follow to request paper or e-mailed copies of our proxy materials. |
| Q: | Are the proxy materials available via the Internet? |
| A: | You can access the proxy materials for the Annual Meeting at https://ir.sealedair.com/reports-filings/annual-meeting. |
| Q: | What is a proxy? |
| A: | Because it is important that as many stockholders as possible be represented at the Annual Meeting, the Board of Directors is asking that you review the Proxy Statement carefully and then vote by following the instructions set forth on the Notice of Internet Availability of Proxy Materials or proxy card. In voting prior to the Annual Meeting, |
2022 Proxy Statement | 77 |
| Questions and Answers About the Annual Meeting |
you will deliver your proxy to the Proxy Committee, which means you will authorize the Proxy Committee to vote your shares at the Annual Meeting in the way you instruct. The Proxy Committee consists of Edward L. Doheny II, Christopher J. Stephens, Jr. and Angel S. Willis. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions. |
| Q: | What matters will the stockholders vote on at the Annual Meeting? |
| A: | Proposal 1. | Election of the following eight director nominees: | ||||||
| Elizabeth M. Adefioye | Zubaid Ahmad | Françoise Colpron | ||||||
| Edward L. Doheny II | Henry R. Keizer | Harry A. Lawton III | ||||||
| Suzanne B. Rowland | Jerry R. Whitaker | |||||||
| Proposal 2. | Ratification of appointment of our independent auditor for 2022. | |||||||
| Proposal 3. | Approval, as an advisory vote, of 2021 executive compensation as disclosed in this Proxy Statement. | |||||||
| Q: | Who can vote at the Annual Meeting? |
| A: | Stockholders of record of our common stock at the close of business on March 28, 2022, the record date, will be entitled to vote at the Annual Meeting. A total of 146,082,455 shares of common stock were outstanding as of the record date. Each share outstanding on the record date will be entitled to one vote on each proposal. |
| Q: | What is a stockholder of record? |
| A: | A stockholder of record is a stockholder whose ownership of stock is reflected directly on the books and records of our transfer agent, Broadridge. |
| Q: | What does it mean for a broker or other nominee to hold shares in “street name”? |
| A: | If you beneficially own shares held in an account with a broker, bank or similar organization, that organization is the stockholder of record and is considered to hold those shares in “street name.” |
An organization that holds your beneficially owned shares in street name will vote in accordance with the instructions you provide. If you do not provide the organization with specific voting instructions with respect to a proposal, under the rules of the New York Stock Exchange the organization’s authority to vote your shares will depend upon whether the proposal is considered a “routine” or non-routine matter.
The organization generally may vote your beneficially owned shares on routine items for which you have not provided voting instructions to the organization. The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2022 (Proposal 2).
The organization generally may not vote on non-routine matters, including Proposals 1 and 3. Instead, it will inform the inspector of election that it does not have the authority to vote on those matters. This is referred to as a “broker non-vote.”
For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any of the three proposals to be acted upon by the stockholders, including abstentions or proxies containing broker non-votes.
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| Questions and Answers About the Annual Meeting |
| Q: | How do I vote my shares if I do not attend the Annual Meeting? |
| A: | If you are a stockholder of record, you may vote your shares of our common stock prior to the Annual Meeting as follows: |
Via the Internet: You may vote via the Internet at www.proxyvote.com, in accordance with the voting instructions printed on the Notice of Internet Availability of Proxy Materials and the proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern daylight time, on May 25, 2022. You will be given the opportunity to confirm that your instructions have been recorded properly. If you vote via the Internet, you do not need to return a proxy card.
By Telephone: If you receive a proxy card by mail, you may vote by calling +1-800-690-6903 and following the instructions provided on the telephone line. Telephone voting is available 24 hours a day until 11:59 p.m., Eastern daylight time, on May 25, 2022. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been recorded properly. If you vote by telephone, you do not need to return a proxy card.
By Mail: If you receive a proxy card by mail, you may vote by returning the completed and signed proxy card in the postage-paid return envelope provided with the proxy card.
If you hold shares in street name, you may vote your shares of our common stock by following the voting instructions provided by your bank, broker or other nominee. In most instances, you will be able to do submit your voting instructions to your bank, broker or other nominee on the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.
For your information, voting via the Internet is the least expensive to Sealed Air, followed by telephone voting, with voting by mail being the most expensive. Also, you may help us to save the expense of a second mailing if you vote promptly.
| Q: | How do I vote if I participate in Sealed Air’s 401(k) and Profit-Sharing Plan? |
| A: | If you are a participant in our 401(k) and Profit-Sharing Plan, you can vote via the Internet or by using the proxy card to provide voting instructions to Fidelity Management Trust Company, or Fidelity, the trustee for the 401(k) and Profit-Sharing Plan, for the shares of common stock allocated to your plan account or accounts. Fidelity will vote your allocated shares in the plan in accordance with directions you provide by 11:59 p.m., Eastern daylight time, on May 23, 2022. If you do not provide timely voting instructions to Fidelity, the terms of the plan provide that Fidelity will vote your shares in the same proportion as shares it votes on behalf of participants who do provide timely voting instructions. |
| Q: | Can I vote at the Annual Meeting? |
| A: | If you are a stockholder of record, you generally will be able to vote during the Annual Meeting, whether or not you previously voted. If your shares are held in street name, you must obtain, from the broker, bank or other organization that holds your shares, the information required, including a 16-digit control number, in order for you to be able to participate in, and vote at, the Annual Meeting. You cannot vote shares allocated to your Sealed Air 401(k) and Profit-Sharing Plan account at the Annual Meeting. |
| Q: | Can I ask questions at the Annual Meeting? |
| A: | You may submit questions via the Internet during the Annual Meeting by participating in the webcast at www.virtualshareholdermeeting.com/SEE2022. Following adjournment of the formal business of the Annual Meeting, we will address appropriate general questions from stockholders regarding Sealed Air in the order in |
2022 Proxy Statement | 79 |
| Questions and Answers About the Annual Meeting |
which the questions are received. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the Annual Meeting can be found in our 2022 Annual Meeting Rules of Conduct and Procedure, available at www.virtualshareholdermeeting.com/SEE2022. |
| Q: | Why is the Annual Meeting being conducted as a virtual meeting? |
| A: | The Board of Directors considers the appropriate format of our annual meeting of stockholders on an annual basis. This year the Board again chose a virtual meeting format for the Annual Meeting to facilitate broad stockholder attendance and equal participation, and equally, from any location around the world, at no cost. The virtual meeting format will allow our stockholders to engage with us at the Annual Meeting from any geographic location, using any convenient internet-connected devices, including smart phones and tablet, laptop or desktop computers. We will be able to engage with all stockholders as opposed to just those who can afford to travel to an in-person meeting. The virtual format allows stockholders to submit questions and comments during the meeting. |
We are utilizing technology from Broadridge Financial Solutions, Inc., or Broadridge, a leading virtual meeting solution provider. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting. |
| Q: | What should I do if I have questions about meeting access or procedures prior to the Annual Meeting? |
| A: | If you have any questions or concerns regarding meeting access or procedures prior to the Annual Meeting, you should call 1-704-503-8841 or send emails to investor.relations@sealedair.com. |
| Q: | What should I do if, during check-in or the meeting, I have technical difficulties or trouble accessing the virtual meeting website? |
| A: | Online check-in to the Annual Meeting webcast will begin at 7:45 a.m., Eastern daylight time on May 26, 2022. You should allow ample time to log in to the meeting webcast and test your computer audio system. During online check-in and continuing through the length of the Annual Meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during check-in or the meeting time, you should call 1-844-986-0822 (toll-free) or 1-303-562-9302 (toll line). |
| Q: | If I am unable to participate in the live audio webcast of the Annual Meeting, may I listen at a later date? |
| A: | An audio replay of the Annual Meeting will be posted and publicly available at https://ir.sealedair.com/events-and-presentations following the Annual Meeting and will remain publicly available for approximately one year. This audio replay will cover the entire Annual Meeting, including each stockholder question addressed during the Annual Meeting. |
| Q: | May I change my vote or revoke my proxy? |
| A: | If you are a stockholder of record, you may later change or revoke your proxy at any time before it is exercised by: |
voting via the Internet or telephone at a later time;
submitting a completed and signed proxy card with a later date; or
voting via the Internet at the Annual Meeting.
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| Questions and Answers About the Annual Meeting |
If you are a beneficial owner of shares held in street name, you should contact your bank, broker or other nominee for instructions as to whether, and how, you can change or revoke your proxy.
| Q: | What happens if I do not give specific voting instructions? |
| A: | If you are a stockholder of record and you return a proxy card without giving specific voting instructions, the Proxy Committee will vote your shares in the manner recommended by the Board of Directors on all three proposals presented in this Proxy Statement and as the Proxy Committee may determine in its discretion on any other matters properly presented for a vote at the Annual Meeting. |
If you are a beneficial owner of shares held in street name and do not provide specific voting instructions to the broker, bank or other organization that is the stockholder of record of your shares, the organization generally may vote your shares on routine matters but not on non-routine matters. The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2022 (Proposal 2). If the organization does not receive instructions from you on how to vote your shares on either of Proposals 1 and 3, your shares will be subject to a broker non-vote and no vote will be cast on those matters. See “Q: What does it mean for a broker or other nominee to hold shares in ‘street name’?” above. |
| Q: | What if other matters are presented at the Annual Meeting? |
| A: | If a stockholder of record provides a proxy by voting in any manner described in this Proxy Statement, the Proxy Committee will have the discretion to vote on any matters, other than the three proposals presented in this Proxy Statement, that are properly presented for consideration at the Annual Meeting. We do not know of any other matters to be presented for consideration at the Annual Meeting. |
2022 Proxy Statement | 81 |
Introduction
Holders who are present virtually or represented by proxy and who hold shares representing a majority of the votes eligible to be cast will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing broker non-votes.
Proposal 1. Election of Directors
Each director will be elected by a vote of the majority of the votes cast with respect to that director, where a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” the director. We will not count shares voted to “abstain” for the purpose of determining whether a director is elected. Similarly, broker non-votes will not have any effect on the outcome of the election of directors since broker non-votes are not counted as “votes cast.”
Under our Certificate of Incorporation, our Bylaws and the Delaware General Corporation Law, a director holds office until a successor is elected and qualified or until his or her earlier resignation or removal. Each of the eight nominees currently serves as a director. If any of the nominees who are currently in office is not elected at the Annual Meeting, then our Bylaws provide that the director shall offer to resign from the Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other actions should be taken. The Board will consider and act on the recommendation of the Nominating and Corporate Governance Committee and publicly disclose its decision and the rationale behind it within ninety days from the date of the certification of the election results. The director who offers his or her resignation will not participate in the decision of the Nominating and Corporate Governance Committee or the Board. If the Board accepts such resignation, then the Board may fill the vacancy resulting from that resignation or may reduce the number of directors that constitutes the entire Board so that no vacancy exists.
Proposal 2. Ratification of Appointment of Independent Auditor for 2022
The ratification of PricewaterhouseCoopers LLP as our independent auditor for the year ending December 31, 2022 requires the affirmative vote of a majority of the votes entitled to be cast and present virtually or represented by proxy at the Annual Meeting. Abstentions will be deemed present and, therefore, will count as votes against this proposal. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.
Proposal 3. Approval of 2021 Executive Compensation on an Advisory Basis
The approval, on an advisory basis, of our 2021 executive compensation requires the affirmative vote of a majority of the votes entitled to be cast and present virtually or represented by proxy at the Annual Meeting. Abstentions will be deemed present and, therefore, will count as votes against this proposal. Broker non-votes will have no effect on the outcome of this proposal, since broker non-votes are not counted as “votes entitled to be cast.”
82 |
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Meeting |
Stockholder Proposals for Inclusion in the 2017 Annual Meeting2023 Proxy Statement
In order for stockholder proposals for the 2017 annual meeting2023 Annual Meeting of stockholdersStockholders to be eligible for inclusion in the Company’s proxy statementProxy Statement and form of proxy card for that meeting, the Companywe must receive themthe proposals in proper written form at its principal office at 8215 Forest Pointour corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28273,28208, directed to the attention of the Corporate Secretary, no later than December 9, 2016.15, 2022. In addition, all proposals will need to comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended, which sets forth the requirements for the inclusion of stockholder proposals in Company-sponsoredour Company proxy materials.
Stockholder Director Nominations for Inclusion in the 2023 Proxy Statement
We have adopted a proxy access right to permit, under certain circumstances, a stockholder or a group of stockholders to include in our annual meeting Proxy Statement director candidates whom they have nominated. These proxy access provisions in our Bylaws provide, among other things, that a stockholder or group of up to 20 stockholders seeking to include director candidates in our annual meeting Proxy Statement must own, in the aggregate, at least 3% of the Company’s outstanding common stock continuously for at least the previous three years. The number of shareholder-nominated candidates appearing in any meeting Proxy Statement cannot exceed the greater of 20% of our Board or two directors. Stockholder(s) and the nominee(s) must satisfy the other requirements outlined in our Bylaws. Notice of proxy access director nominees must be received in proper written form at our corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208, directed to the attention of the Corporate Secretary, no earlier than December 27, 2022 and no later than January 26, 2023. Please refer to our Bylaws for the complete proxy access requirements.
Stockholder Director Nominations and Other Stockholder Proposals for Presentation at the 2023 Annual Meeting But Not Included in the 2023 Proxy Statement
Our Bylaws set forth the procedures you must follow in order to nominate a director for election or to present any other proposal at an annual meeting of our stockholders, other than nominations or proposals intended to be included in Company-sponsoredour Company proxy materials. In addition to any other applicable requirements, for director nominations or other business to be properly brought before the 2017 annual meeting2023 Annual Meeting by a stockholder, the stockholder must have given us timely notice thereof in proper written form, including all required information, to the Company at 8215 Forest Pointour corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28273,28208, directed to the attention of the Secretary. To be timely, we must receive a stockholder’s notice to theCorporate Secretary, at our principal office between January 19, 201726, 2023 and our close of business on February 18, 2017, provided that, if the 2017 annual meeting is called for a date that is not within 30 days before or 60 days after May 19, 2017, then the Company must receive the notice from the stockholder no later than the tenth day following the day on which the date of such meeting is publicly disclosed. 25, 2023.
We have posted a copy of our Amended and Restated Bylaws on our web sitewebsite atwww.sealedair.comhttps://ir.sealedair.com/corporate-governance/highlights.
Delivery of Documents to Security Holders Sharing an Address
2022 Proxy Statement | 83 |
Address |
SEC rules permit the deliveryus to deliver a single copy of one annual reportour 2021 Annual Report to security holdersStockholders and proxy statement,this Proxy Statement, or one Notice of Internet Availability of Proxy Materials, to two or more security holdersstockholders who share an address, unless we have received contrary instructions from one or more of the security holders. This delivery method, which is known as “householding.“householding,” Householding may providecan reduce our expenses for printing and mailing cost savings.mailing. Any stockholder of record at a shared address to which a single copy of the documents was delivered who wishes to receivemay request a separate copy of an annual reportthe 2021 Annual Report to security holdersStockholders and proxy statement,this Proxy Statement, or a separate Notice of Internet Availability of Proxy Materials, as applicable, can contact us by (a) calling Shareholder Services at (980) 221-3236, by1-704-503-8841, (b) sending a letter to Sealed Air Corporation,us at Shareholder Services, 8215 Forest Point2415 Cascade Pointe Boulevard, Charlotte, North Carolina 2827328208, or by(c) sending us an e-mail at investor.relations@sealedair.com and we will promptly deliver to you the requested documents.. Stockholders of record who wish to receive separate copies of these documents in the future canmay also contact us as stated above. Stockholders of record who share an address and are receiving multiple copies of theour annual reports to security holdersstockholders and proxy statements, or of our Notices of Internet Availability of Proxy Materials, canmay contact us as stated above to request delivery of a single copy of such documents. Stockholders who hold their shares in “street name,” that is, through a bank, broker or other holder of record,name” and who wish to change their householding instructions or obtain copies of these documents,proxy materials should follow the instructions on their voting instruction forms or contact the holders of record.
The
We will pay all expenses of preparing, printing and mailing, this notice of meeting and proxy material, making them available over the Internet, andthese proxy materials, as well as all other expenses of soliciting proxies will be borne by us.for the Annual Meeting on behalf of the Board of Directors. Georgeson LLC.LLC will solicit proxies by personal interview, mail, telephone, facsimile, e-mail, Internet or other means of electronic transmission and will request brokerage houses, banks, and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of the common stock held of record by these persons. We will pay Georgeson a fee of $14,000 covering$16,100 to Georgeson LLC for its services and will reimburse Georgesonit for payments made to brokers and other nominees for their expenses in forwarding soliciting material. In addition, certain of our directors, officers and employees, who will receive no compensation in addition to their regular salary or other compensation, may solicit proxies by personal interview, mail, telephone, facsimile, e-mail, Internet or other means of electronic transmission.
On behalf of the Board of Directors,
Norman D. Finch Jr.Angel S. Willis
Vice President, General Counsel
and Secretary
Charlotte, North Carolina
April 8, 2016
SEALED AIR CORPORATION
STANDARDS FOR DIRECTOR INDEPENDENCE
October 23, 2008
Under the Corporate Governance Guidelines adopted by the Board of Directors of Sealed Air Corporation and the requirements of the New York Stock Exchange (NYSE), the Board of Directors must consist of a majority of independent directors. Its three standing committees—the Audit Committee, the Nominating and Corporate Governance Committee, and the Organization and Compensation Committee—are composed entirely of directors who are independent.
For a director to be deemed “independent,” the Board of Directors must affirmatively determine, based on all relevant facts and circumstances, that the director has no material relationships with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). To assist with the determination of independence, the Board of Directors has established categorical standards consistent with the corporate governance standards of the NYSE. These categorical standards require that, to be independent, a director may not have a material relationship with the Company. Even if a director meets all categorical standards for independence described below, the Board of Directors reviews all other relationships with the Company in order to conclude that each independent director has no material relationship with the Company.
The Board of Directors annually reviews the independence of all non-employee directors. The Company identifies the directors that it has determined to be independent and discloses the basis for that determination in its annual proxy statement for the election of directors.
Material Relationships with the Company
A director would be deemed to have a material relationship with the Company in any of the following circumstances:
the director is or has been within the last three years an employee, or has an immediate family member who is or has been within the last three years an executive officer, of the Company or any of its subsidiaries;
the director has received, or a member of the director’s immediate family has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company or any of its subsidiaries other than director and committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service and provided further that compensation received by a director for former service as an interim chairman or executive officer or by an immediate family member for service as an employee other than an executive officer need not be considered);
(i) the director is, or has a member of the director’s immediate family who is, a current partner of a firm that is the internal or external auditor of the Company or any of its subsidiaries, (ii) the director is a current employee of such a firm, (iii) the director has an immediate family member who is a current employee of such a firm and who personally works on the audit of the Company or any of its subsidiaries, or (iv) the director was, or has a member of the director’s immediate family who was, within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the audit of the Company or any of its subsidiaries;
the director is employed, or has a member of the director’s immediate family who is employed, or has been within the last three years employed, as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee;
the director is an employee, or has a member of the director’s immediate family who is an executive officer, of another company that makes payments to, or receives payments from, the Company and
its subsidiaries for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company’s consolidated gross revenues; or
the director serves as an executive officer of a charitable organization to which the Company has contributed, in any one year within the preceding three years, in excess of the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues.
Material Relationships with an Executive Officer
Consistent with the expectation that non-employee directors will not have professional or financial relationships (including side-by-side investments) that could impair their independence, a director will be deemed to have a material relationship with the Company and not be considered independent, if any of the following apply:
the director receives, or has an immediate family member who receives, any direct compensation from an executive officer or any immediate family member of an executive officer of the Company;
an entity affiliated with the director or with an immediate family member of a director receives any payment from any executive officer of the Company, other than in a routine, commercial or consumer transaction with terms no more favorable than those customarily offered to similarly-situated persons;
the director or an immediate family member of a director receives, or is affiliated with an entity that receives, any payment, whether direct or indirect, for legal, accounting, financial or other professional services provided to an executive officer of the Company or an immediate family member of an executive officer; and
the director or an immediate family member of a director is a current executive officer of a tax-exempt organization that receives contributions from an executive officer of the Company, in an amount that exceeds the lesser of $100,000 or 1% of the tax exempt organization’s consolidated gross revenues in that fiscal year.
Relationships That Are Not Material
A director generally will not be deemed to have a material relationship with the Company and will be considered independent, if any of the following, when viewed singularly, apply:
a transaction in which the director’s interest arises solely from the director’s position as a director of another corporation or organization that is a party to the transaction, and the director did not participate in furtherance or approval of the transaction and the transaction was negotiated on an arms’ length basis
a transaction in which the director’s interest arises solely from the director’s ownership of an equity or limited partnership interest in the other party to the transaction, so long as the aggregate ownership of all directors, director nominees, executive officers and five percent stockholders of the Company (together with their immediate family members) does not exceed 5% of the equity or partnership interests in that other party;
a transaction in which the director’s interest arises solely from the director’s status as an employee or non-controlling equity owner of a company to which the Company was indebted at the end of the Company’s last full fiscal year in an aggregate amount not in excess of 5% of the Company’s total consolidated assets;
ownership by the director of equity or other securities of the Company, as long as the director is not the beneficial owner, directly or indirectly, of more than 10% of any class of the Company’s equity securities;
the receipt by the director of compensation for service as a member of the Board of Directors or any committee thereof, including regular benefits received by other non-employee directors;
any other relationship or transaction that is not listed above and in which the amount involved does not exceed $120,000;
any immediate family member of the director having any of the above relationships; and
any relationship between the Company and a non-immediate family member of the director.
Definitions
For purposes of these standards:
An “executive officer” means an “officer” for the purposes of Rule 16a-1(f) under the Securities Exchange Act of 1934.
An “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than tenants and domestic employees) who shares such person’s home. When applying the three-year look-back provisions above, the Company need not consider individuals who are no longer immediate family members as a result of legal separation or divorce, or those who have died or become incapacitated.
Directors have an affirmative obligation to inform the Board of any material changes in their circumstances or relationships that may impact their designation by the Board as “independent.” This obligation includes all business relationships between, on the one hand, directors or members of their immediate family, and, on the other hand, the Company and its affiliates or members of senior management and their affiliates, whether or not such business relationships are subject to any other approval requirements of the Company.
POLICY AND PROCEDURE FOR STOCKHOLDER NOMINATIONS TO THE BOARD14, 2022
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| Financial Measures |
In addition, each candidate must submit a fully completedThis Proxy Statement contains information regarding Adjusted EBITDA, Adjusted EPS and signed Questionnaire for Directors and Officers on the Corporation’s standard form and provide any additional information requestedfree cash flow, which are non-U.S. GAAP financial measures used by the Corporation, includingCompany. Non-U.S. GAAP information does not purport to represent any similarly titled U.S. GAAP information that would be requiredand is not an indicator of our performance under U.S. GAAP. You are cautioned against placing undue reliance on these non-U.S. GAAP financial measures. Further, you are urged to be included in a proxy statement in whichreview and consider carefully the candidate is namedadjustments made by management to the most directly comparable U.S. GAAP financial measure to arrive at these non-U.S. GAAP financial measures.
Adjusted EBITDA
We define Adjusted EBITDA as a nominee for electionEarnings before Interest Expense, Taxes, Depreciation and Amortization, adjusted to exclude the impact of certain specified items (“Special Items”). Management uses Adjusted EBITDA as a director and information showing thatone of many measures to assess the candidate meets the Board’s qualifications for nomination as a director and for service on the committeesperformance of the Board. Also,business. Additionally, Adjusted EBITDA is the performance metric used by the Company’s chief operating decision maker to evaluate performance of our reportable segments. The following table shows a candidate must be available for interviews with membersreconciliation of the Corporation’s Board as provided in the Corporation’s process for identifying and evaluating nominees for director.U.S. GAAP Net Earnings from continuing operations to non-U.S. GAAP Consolidated Adjusted EBITDA from continuing operations:
QUALIFICATIONS FOR NOMINATION TO THE BOARD
The Nominating and Corporate Governance Committee will consider the following factors, at a minimum, in recommending to the Board potential new Board members or the continued service of existing members:
DIRECTIONS TO THE ANNUAL MEETING OF STOCKHOLDERS
Crowne Plaza Charlotte Executive Park
5700 Westpark Drive
Charlotte, NC 28217
(704) 527-9650
From Charlotte-Douglas International Airport:
Take Billy Graham Parkway South to Tyvola Road/Coliseum Area Exit. Travel on Tyvola Rd. approx. 4 miles. Turn right at light after crossing over I-77 (Westpark Drive). Stay right at the fork, Crowne Plaza will be all the way down on the right.
From the North:
I-77 South—Exit 5 at Tyvola Road. Turn left across I-77, then right at the first light (Westpark Drive). Stay right at the fork, Crowne Plaza will be all the way down on the right.
I-85—Take I-77 South, exit 5 at Tyvola Road. Turn left across I-77, then right at the first light (Westpark Drive). Stay right at the fork, Crowne Plaza will be all the way down on the right.
From the South:
I-77 North—Exit 5 at Tyvola Road. Turn right, then right at the first light (Westpark Drive). Stay right at the fork, Crowne Plaza will be all the way down on the right.
I-85—Take I-485 (South/East) to I-77 North. Exit 5 at Tyvola Road. Turn right, then right at the first light (Westpark Drive). Stay right at the fork, Crowne Plaza will be all the way down on the right.
I-26—Take I-77 North. Exit 5 at Tyvola Road. Turn right, then right at the first light (Westpark Drive). Stay right at the fork, Crowne Plaza will be all the way down on the right.
| Year Ended December 31, | ||||||||
(In millions) | 2021 | 2020 | ||||||
Net earnings from continuing operations | $ | 491.2 | $ | 484.1 | ||||
Interest expense, net | 167.8 | 174.4 | ||||||
Income tax provision | 225.0 | 142.1 | ||||||
Depreciation and amortization, net of adjustments | 232.2 | 216.5 | ||||||
Special Items: | ||||||||
Restructuring charges | 14.5 | 11.0 | ||||||
Other restructuring associated costs | 16.5 | 19.5 | ||||||
Foreign currency exchange loss due to highly inflationary economies | 3.6 | 4.7 | ||||||
Loss on debt redemption and refinancing activities | 18.6 | — | ||||||
Increase in fair value of equity investments | (6.6 | ) | (15.1 | ) | ||||
Impairment of debt investment | 8.0 | — | ||||||
Charges related to acquisition and divestiture activity | 2.6 | 7.1 | ||||||
Gain on sale of Reflectix | (45.3 | ) | — | |||||
Other Special Items | 3.5 | 6.8 | ||||||
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Pre-tax impact of Special Items | 15.4 | 34.0 | ||||||
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Non-U.S. GAAP Consolidated Adjusted EBITDA from continuing operations | $ | 1,131.6 | $ | 1,051.1 | ||||
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| Annex A |
Adjusted Net Earnings and Adjusted Earnings Per Share
Adjusted Net Earnings and Adjusted Earnings Per Share (“Adjusted EPS”) are also used by the Company to measure total company performance. We define Adjusted Net Earnings as U.S. GAAP net earnings from continuing operations excluding the impact of Special Items. Adjusted EPS is defined as our Adjusted Net Earnings divided by the number of diluted shares outstanding. The following table shows a reconciliation of U.S. GAAP Net Earnings and Diluted Earnings per Share from continuing operations to non-U.S. GAAP Adjusted Net Earnings and Adjusted EPS from continuing operations:
| Year Ended December 31, | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||
(In millions, except per share data) | Net Earnings | Diluted EPS | Net Earnings | Diluted EPS | ||||||||||||
U.S. GAAP net earnings and diluted EPS from continuing operations1 | $ | 491.2 | $ | 3.22 | $ | 484.1 | $ | 3.10 | ||||||||
Special Items2 | 49.6 | 0.33 | 14.3 | 0.09 | ||||||||||||
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Non-U.S. GAAP adjusted net earnings and adjusted diluted EPS from continuing operations | $ | 540.8 | $ | 3.55 | $ | 498.4 | $ | 3.19 | ||||||||
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Weighted average number of common shares outstanding – Diluted | 152.4 | 156.0 | ||||||||||||||
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| 1 | Net earnings per common share are calculated under the |
| 2 | Includes pre-tax Special Items, less Tax Special Items and the |
Year Ended December 31, | ||||||||
(In USD millions, except per share data) | 2021 | 2020 | ||||||
Pre-tax impact of Special Items | 15.4 | 34.0 | ||||||
Tax impact of Special Items and Tax Special Items | 34.2 | (19.7 | ) | |||||
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Net impact of Special Items | $ | 49.6 | $ | 14.3 | ||||
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Weighted average number of common shares outstanding – Diluted | 152.4 | 156.0 | ||||||
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Gain (Loss) per share impact from Special Items | $ | (0.33 | ) | $ | (0.09 | ) | ||
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In addition to net cash provided by operating activities, we use free cash flow as a useful measure of performance and an indication of the strength and ability of our operations to generate cash. We define free cash flow as cash provided by operating activities less capital expenditures (which is classified as an investing activity). Free cash flow does not represent residual cash available for discretionary expenditures, including certain debt servicing requirements or qnon-discretionary IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. expenditures that are not deducted from this measure. The following table shows a reconciliation of U.S. GAAP Cash flow provided by operating activities to qnon-U.S. GAAP free cash flow:
(In millions) | Year Ended December 31, 2021 | |||
Cash flow provided by operating activities | $ | 709.7 | ||
Capital expenditures | (213.1 | ) | ||
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Non-U.S. GAAP free cash flow | $ | 496.6 | ||
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A-2 | |
SEALED AIR CORPORATION 2415 CASCADE POINTE BLVD. CHARLOTTE, NC 28208 | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on May 25, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/SEE2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on May 25, 2022. Have your proxy card in hand when you call and then follow the instructions VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||
| D73525-P71079-Z82148 | KEEP THIS PORTION FOR YOUR RECORDS | |||
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| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY | |||
SEALED AIR CORPORATION
The Board of Directors recommends | ||||||
1. Election of Directors | ||||||
| For | Against | Abstain | |||
1a. Elizabeth M. Adefioye | ☐ | ☐ | ☐ | |||
1b. Zubaid Ahmad | ☐ | ☐ | ☐ | |||
1c. Françoise Colpron | ☐ | ☐ | ☐ | |||
1d. Edward L. Doheny II | ☐ | ☐ | ☐ | |||
1e. Henry R. Keizer | ☐ | ☐ | ☐ | |||
1f. Harry A. Lawton III | ☐ | ☐ | ☐ | |||
1g. Suzanne B. Rowland | ☐ | ☐ | ☐ | |||
1h. Jerry R. Whitaker | ☐ | ☐ | ☐ | |||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||
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| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||||||||
01 - |
Election of Michael Chu as a Director. |
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02 - |
Election of Lawrence R. Codey as a Director. |
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03 - |
Election of Patrick Duff as a Director. |
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| 04 - | Election of Jacqueline B. Kosecoff as a Director. | ¨ | ¨ | ¨ | 05 - | Election of Neil Lustig as a Director. | ¨ | ¨ | ¨ | 06 - | Election of Kenneth P. Manning as a Director. | ¨ | ¨ | ¨ | ||||||||||||||||||
| 07 - | Election of William J. Marino as a Director. | ¨ | ¨ | ¨ | 08 - | Election of Jerome A. Peribere as a Director. | ¨ | ¨ | ¨ | 09 - | Election of Richard L. Wambold as a Director. | ¨ | ¨ | ¨ | ||||||||||||||||||
| 10 - | Election of Jerry R. Whitaker as a Director. | ¨ | ¨ | ¨ | 11 - | Advisory vote to approve our executive compensation. | ¨ | ¨ | ¨ | 12 - | Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2016. | ¨ | ¨ | ¨ | ||||||||||||||||||
| In accordance with the Proxy Committee’s discretion, upon such other matters as may properly come before the meeting. | ||||||||||||||||||||||||||||||||
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| Against | Abstain | |||||||
| PricewaterhouseCoopers LLP as Sealed Air’s independent auditor for the year ending December 31, 2022. | ☐ | ☐ | |||||
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| 3. | Approval, as an advisory vote, of Sealed Air’s 2021 executive compensation. | ☐ | ☐ | ☐ | ||||
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | ||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date |
| Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 19, 2016Annual Meeting:
Please note that the Company’sThe Notice of Annual Meeting of Stockholders,and Proxy Statement for the Annual Meeting of Stockholders and 2015 Annual Report are available at http://proxyreport.sealedair.com.
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qwww.proxyvote.com.
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2016 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSD73526-P71079-Z82148
SEALED AIR CORPORATION
Annual Meeting of Stockholders
May 26, 2022 8:00 a.m.
This proxy is solicited by the Board of Directors
The signer hereby appoints Jerome A. Peribere, Carol P. LoweEdward L. Doheny II, Christopher J. Stephens, Jr. and Norman D. Finch Jr.,Angel S. Willis, or a majority of them as shall act (or if only one shall act, then that one) (the “Proxy Committee”), proxies with power of substitution to act and vote at the 20162022 Annual Meeting of Stockholders of Sealed Air Corporation (the “2016“2022 Annual Meeting”) to be held at 10:8:00 a.m. (Eastern time)Daylight Time) on May 19, 2016 at the Crowne Plaza Charlotte Executive Park, 5700 Westpark Drive, Charlotte, North Carolina 2821726, 2022 and at any adjournments thereof. The 2022 Annual Meeting will be hosted live via the Internet at www.virtualshareholdermeeting.com/SEE2022. The Proxy Committee is directed to vote as indicated on the reverse side and in its discretion upon any other matters that may properly come before the 20162022 Annual Meeting.
If the signer is a participant in Sealed Air Corporation’s Profit-Sharing Plan or its 401(k) Thriftand Profit-Sharing Plan and has stock of Sealed Air Corporation allocated to his or her account, the signer instructs the trustee of such plan to vote such shares of stock, in person or by proxy, in accordance with the instructions on the reverse side at the 20162022 Annual Meeting and any adjournments thereof and in its discretion upon any other matters that may properly come before the 20162022 Annual Meeting. The terms of eachthe plan provide that shares for which no voting instructions are received will be voted in the same proportion as shares are voted for participants who provide voting instructions. The plan trustee will vote the allocated shares in eachthe plan as directed by each participant who provides voting instructions to it before 11:59 p.m. (Eastern time)Daylight Time) on May 16, 2016.23, 2022.
The signer hereby revokes all proxies previously given by the signer to vote at the 20162022 Annual Meeting and any adjournments and acknowledges receipt of Sealed Air Corporation’s Proxy Statement for the 20162022 Annual Meeting.
The Board of Directors recommends a vote FOR Proposals 1 through 12. If no choice is specified, this proxy when properly signed and returned will be voted FOR Proposals 1 through 12. Please date and sign and return this proxy promptly.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INDICATED ON THE REVERSE SIDE.
(Continued and to be marked, dated and signed below)
NOTE: Please sign EXACTLY as name appears above. When signing on behalf of a corporation, estate, trust or other stockholder, please give its full name and state your full title or capacity or otherwise indicate that you are authorized to sign.
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||||||||
01 - |
Election of Michael Chu as a Director. |
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02 - |
Election of Lawrence R. Codey as a Director. |
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03 - |
Election of Patrick Duff as a Director. |
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| 04 - | Election of Jacqueline B. Kosecoff as a Director. | ¨ | ¨ | ¨ | 05 - | Election of Neil Lustig as a Director. | ¨ | ¨ | ¨ | 06 - | Election of Kenneth P. Manning as a Director. | ¨ | ¨ | ¨ | ||||||||||||||||||
| 07 - | Election of William J. Marino as a Director. | ¨ | ¨ | ¨ | 08 - | Election of Jerome A. Peribere as a Director. | ¨ | ¨ | ¨ | 09 - | Election of Richard L. Wambold as a Director. | ¨ | ¨ | ¨ | ||||||||||||||||||
| 10 - | Election of Jerry R. Whitaker as a Director. | ¨ | ¨ | ¨ | 11 - | Advisory vote to approve our executive compensation. | ¨ | ¨ | ¨ | 12 - | Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2016. | ¨ | ¨ | ¨ | ||||||||||||||||||
| In accordance with the Proxy Committee’s discretion, upon such other matters as may properly come before the meeting. | ||||||||||||||||||||||||||||||||
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 19, 2016
Please note that the Company’s Notice of Annual Meeting of Stockholders, Proxy Statement for the Annual Meeting of Stockholders and 2015 Annual Report are available at http://proxyreport.sealedair.com.
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2016 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The signer hereby appoints Jerome A. Peribere, Carol P. Lowe and Norman D. Finch Jr., or a majority of them as shall act (or if only one shall act, then that one) (the “Proxy Committee”), proxies with power of substitution to act and vote at the 2016 Annual Meeting of Stockholders of Sealed Air Corporation (the “2016 Annual Meeting”) to be held at 10:00 a.m. (Eastern time) on May 19, 2016 at the Crowne Plaza Charlotte Executive Park, 5700 Westpark Drive, Charlotte, North Carolina 28217 and at any adjournments thereof. The Proxy Committee is directed to vote as indicated on the reverse side and in its discretion upon any other matters that may properly come before the 2016 Annual Meeting.
If the signer is a participant in Sealed Air Corporation’s Profit-Sharing Plan or its 401(k) Thrift Plan and has stock of Sealed Air Corporation allocated to his or her account, the signer instructs the trustee of such plan to vote such shares of stock, in person or by proxy, in accordance with the instructions on the reverse side at the 2016 Annual Meeting and any adjournments thereof and in its discretion upon any other matters that may properly come before the 2016 Annual Meeting. The terms of each plan provide that shares for which no voting instructions are received will be voted in the same proportion as shares are voted for participants who provide voting instructions. The plan trustee will vote the allocated shares in each plan as directed by each participant who provides voting instructions to it before 11:59 p.m. (Eastern time) on May 16, 2016.
The signer hereby revokes all proxies previously given by the signer to vote at the 2016 Annual Meeting and any adjournments and acknowledges receipt of Sealed Air Corporation’s Proxy Statement for the 2016 Annual Meeting.
The Board of Directors recommends a vote FOR Proposals 1 through 12. If no choice is specified, this proxy when properly signed and returned will be voted FOR Proposals 1 through 12. Please date and sign and return this proxy promptly.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INDICATED ON THE REVERSE SIDE.
(Continued and to be marked, dated and signed, below)
NOTE: Please sign EXACTLY as name appears above. When signing on behalf of a corporation, estate, trust or other stockholder, please give its full name and state your full title or capacity or otherwise indicate that you are authorized to sign.
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q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||||||||
01 - |
Election of Michael Chu as a Director. |
¨ |
¨ |
¨ |
02 - |
Election of Lawrence R. Codey as a Director. |
¨ |
¨ |
¨ |
03 - |
Election of Patrick Duff as a Director. |
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¨ |
¨ | ||||||||||||||||||
| 04 - | Election of Jacqueline B. Kosecoff as a Director. | ¨ | ¨ | ¨ | 05 - | Election of Neil Lustig as a Director. | ¨ | ¨ | ¨ | 06 - | Election of Kenneth P. Manning as a Director. | ¨ | ¨ | ¨ | ||||||||||||||||||
| 07 - | Election of William J. Marino as a Director. | ¨ | ¨ | ¨ | 08 - | Election of Jerome A. Peribere as a Director. | ¨ | ¨ | ¨ | 09 - | Election of Richard L. Wambold as a Director. | ¨ | ¨ | ¨ | ||||||||||||||||||
| 10 - | Election of Jerry R. Whitaker as a Director. | ¨ | ¨ | ¨ | 11 - | Advisory vote to approve our executive compensation. | ¨ | ¨ | ¨ | 12 - | Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2016. | ¨ | ¨ | ¨ | ||||||||||||||||||
| In accordance with the Proxy Committee’s discretion, upon such other matters as may properly come before the meeting. | ||||||||||||||||||||||||||||||||
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Please note that Internet and telephone voting is not available to stockholders who have not exchanged their W. R. Grace & Co. (“Old Grace”) shares issued prior to March 31, 1998 (Cusip #383911 10 4) for shares of Sealed Air Corporation.
You may vote those shares using the attached proxy card. To vote please mark, date and sign your proxy card and return it in the enclosed postage-paid envelope.
For information regarding the exchange of Old Grace shares, please contact our Stock Transfer Agent, Computershare. Contact information is as follows: Computershare, P.O. Box 30170, College Station, TX 77842-3170 or call (800) 648-8381.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 19, 2016
Please note that the Company’s Notice of Annual Meeting of Stockholders, Proxy Statement for the Annual Meeting of Stockholders and 2015 Annual Report are available at http://proxyreport.sealedair.com.
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2016 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The signer hereby appoints Jerome A. Peribere, Carol P. Lowe and Norman D. Finch Jr., or a majority of them as shall act (or if only one shall act, then that one) (the “Proxy Committee”), proxies with power of substitution to act and vote at the 2016 Annual Meeting of Stockholders of Sealed Air Corporation (the “2016 Annual Meeting”) to be held at 10:00 a.m. (Eastern time) on May 19, 2016 at the Crowne Plaza Charlotte Executive Park, 5700 Westpark Drive, Charlotte, North Carolina 28217 and at any adjournments thereof. The Proxy Committee is directed to vote as indicated on the reverse side and in its discretion upon any other matters that may properly come before the 2016 Annual Meeting.
If the signer is a participant in Sealed Air Corporation’s Profit-Sharing Plan or its 401(k) Thrift Plan and has stock of Sealed Air Corporation allocated to his or her account, the signer instructs the trustee of such plan to vote such shares of stock, in person or by proxy, in accordance with the instructions on the reverse side at the 2016 Annual Meeting and any adjournments thereof and in its discretion upon any other matters that may properly come before the 2016 Annual Meeting. The terms of each plan provide that shares for which no voting instructions are received will be voted in the same proportion as shares are voted for participants who provide voting instructions. The plan trustee will vote the allocated shares in each plan as directed by each participant who provides voting instructions to it before 11:59 p.m. (Eastern time) on May 16, 2016.
The signer hereby revokes all proxies previously given by the signer to vote at the 2016 Annual Meeting and any adjournments and acknowledges receipt of Sealed Air Corporation’s Proxy Statement for the 2016 Annual Meeting.
The Board of Directors recommends a vote FOR Proposals 1 through 12. If no choice is specified, this proxy when properly signed and returned will be voted FOR Proposals 1 through 12. Please date and sign and return this proxy promptly.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INDICATED ON THE REVERSE SIDE.
(Continued and to be marked, dated and signed, below)
NOTE: Please sign EXACTLY as name appears above. When signing on behalf of a corporation, estate, trust or other stockholder, please give its full name and state your full title or capacity or otherwise indicate that you are authorized to sign.
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q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||||||||
01 - |
Election of Michael Chu as a Director. |
¨ |
¨ |
¨ |
02 - |
Election of Lawrence R. Codey as a Director. |
¨ |
¨ |
¨ |
03 - |
Election of Patrick Duff as a Director. |
¨ |
¨ |
¨ | ||||||||||||||||||
| 04 - | Election of Jacqueline B. Kosecoff as a Director. | ¨ | ¨ | ¨ | 05 - | Election of Neil Lustig as a Director. | ¨ | ¨ | ¨ | 06 - | Election of Kenneth P. Manning as a Director. | ¨ | ¨ | ¨ | ||||||||||||||||||
| 07 - | Election of William J. Marino as a Director. | ¨ | ¨ | ¨ | 08 - | Election of Jerome A. Peribere as a Director. | ¨ | ¨ | ¨ | 09 - | Election of Richard L. Wambold as a Director. | ¨ | ¨ | ¨ | ||||||||||||||||||
| 10 - | Election of Jerry R. Whitaker as a Director. | ¨ | ¨ | ¨ | 11 - | Advisory vote to approve our executive compensation. | ¨ | ¨ | ¨ | 12 - | Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2016. | ¨ | ¨ | ¨ | ||||||||||||||||||
| In accordance with the Proxy Committee’s discretion, upon such other matters as may properly come before the meeting. | ||||||||||||||||||||||||||||||||
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 19, 2016
Please note that the Company’s Notice of Annual Meeting of Stockholders, Proxy Statement for the Annual Meeting of Stockholders and 2015 Annual Report are available at http://proxyreport.sealedair.com.
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2016 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The signer hereby appoints Jerome A. Peribere, Carol P. Lowe and Norman D. Finch Jr., or a majority of them as shall act (or if only one shall act, then that one) (the “Proxy Committee”), proxies with power of substitution to act and vote at the 2016 Annual Meeting of Stockholders of Sealed Air Corporation (the “2016 Annual Meeting”) to be held at 10:00 a.m. (Eastern time) on May 19, 2016 at the Crowne Plaza Charlotte Executive Park, 5700 Westpark Drive, Charlotte, North Carolina 28217 and at any adjournments thereof. The Proxy Committee is directed to vote as indicated on the reverse side and in its discretion upon any other matters that may properly come before the 2016 Annual Meeting.
If the signer is a participant in Sealed Air Corporation’s Profit-Sharing Plan or its 401(k) Thrift Plan and has stock of Sealed Air Corporation allocated to his or her account, the signer instructs the trustee of such plan to vote such shares of stock, in person or by proxy, in accordance with the instructions on the reverse side at the 2016 Annual Meeting and any adjournments thereof and in its discretion upon any other matters that may properly come before the 2016 Annual Meeting. The terms of each plan provide that shares for which no voting instructions are received will be voted in the same proportion as shares are voted for participants who provide voting instructions. The plan trustee will vote the allocated shares in each plan as directed by each participant who provides voting instructions to it before 11:59 p.m. (Eastern time) on May 16, 2016.
The signer hereby revokes all proxies previously given by the signer to vote at the 2016 Annual Meeting and any adjournments and acknowledges receipt of Sealed Air Corporation’s Proxy Statement for the 2016 Annual Meeting.
The Board of Directors recommends a vote FOR Proposals 1 through 12. If no choice is specified, this proxy when properly signed and returned will be voted FOR Proposals 1 through 12. Please date and sign and return this proxy promptly.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INDICATED ON THE REVERSE SIDE.
(Continued and to be marked, dated and signed, below)
NOTE: Please sign EXACTLY as name appears above. When signing on behalf of a corporation, estate, trust or other stockholder, please give its full name and state your full title or capacity or otherwise indicate that you are authorized to sign.
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