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[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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By Order of the Board of Directors | |
WILLIAM T. GALLAGHER | |
Senior Vice President, Secretary | |
& General Counsel |
QUESTIONS AND ANSWERS ABOUT THE 2015 ANNUAL MEETING |
· | The election of Directors |
· | The ratification of the appointment of the Company’s independent auditors for the fiscal year ending December 31, |
· | A non-binding say-on-pay advisory vote on the compensation of the Named Executive Officers as disclosed in this Proxy Statement |
· |
· | “FOR” each of the nominees for election to the Board |
· | “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for |
· | “FOR” the approval of the non-binding advisory resolution on the compensation of the Named Executive Officers as disclosed in this Proxy Statement |
· | “ |
· | telephone, using the toll-free number listed on your Proxy Card or vote instruction card or |
· | the Internet, at the web address provided on the cover page of this Proxy Statement or on your Proxy Card or vote instruction card or |
· | marking, signing, dating and mailing your Proxy Card or vote instruction card and returning it in the envelope provided. If you return your signed Proxy Card or vote instruction card but do not mark the boxes showing how you wish to vote, your shares will be voted FOR Proposals 1 through |
· | this Proxy Statement |
· | the Proxy Card relating to the Annual Meeting of Shareholders |
· | the Annual Report to Shareholders |
PROPOSAL 1: ELECTION OF DIRECTORS |
Name | Age | Principal Occupation | Year Became Director | Age | Principal Occupation | Year Became Director |
Jenne K. Britell, Ph.D. (b) | 71 | Former Senior Managing Director of Brock Capital Group; former Chairman and Chief Executive Officer of Structured Ventures and former Executive Officer of several General Electric financial services companies; also Chairman of United Rentals and a Director of Quest Diagnostics | 2000 | 72 | Former Senior Managing Director of Brock Capital Group; former Chairman and Chief Executive Officer of Structured Ventures and former Executive Officer of several General Electric financial services companies; also Chairman of United Rentals and a Director of Quest Diagnostics | 2000 |
John W. Conway (a) | 68 | Chairman of the Board and Chief Executive Officer of the Company; also a Director of PPL Corporation | 1997 | 69 | Chairman of the Board and Chief Executive Officer of the Company; also a Director of PPL Corporation | 1997 |
Arnold W. Donald (c) | 60 | President, Chief Executive Officer and Director of Carnival Corporation; former President and Chief Executive Officer of The Executive Leadership Council; also a Director of Bank of America Corporation and a former director of The Laclede Group and Oil-Dri Corporation of America | 1999 |
Name | Age | Principal Occupation | Year Became Director | Age | Principal Occupation | Year Became Director |
Arnold W. Donald (c) | 59 | President, Chief Executive Officer and Director of Carnival Corporation; former President and Chief Executive Officer of The Executive Leadership Council; also a Director of Bank of America Corporation and a former director of The Laclede Group and Oil-Dri Corporation of America | 1999 | |||
William G. Little (a) (c) (d) | 71 | Former Chairman and Chief Executive Officer of West Pharmaceutical Services | 2003 | 72 | Former Chairman and Chief Executive Officer of West Pharmaceutical Services | 2003 |
Hans J. Löliger (c) (d) | 71 | Vice Chairman of Winter Group; former Chief Executive Officer of SICPA Group | 2001 | 72 | Vice Chairman of Winter Group; former Chief Executive Officer of SICPA Group | 2001 |
James H. Miller (d) | 65 | Former Chairman and Chief Executive Officer of PPL Corporation; also a Director of Rayonier, Lehigh Gas Partners and AES Corporation | 2010 | 66 | Former Chairman and Chief Executive Officer of PPL Corporation; also a Director of Rayonier Advanced Materials, AES Corporation and Chicago Bridge & Iron Company and a former Director of Lehigh Gas Partners | 2010 |
Josef M. Müller (b) | 66 | President of Swiss Association of Branded Consumer Goods ‘PROMARCA’; former Chairman and Chief Executive Officer of Nestlé in the Greater China Region | 2011 | 67 | President of Swiss Association of Branded Consumer Goods ‘PROMARCA’; former Chairman and Chief Executive Officer of Nestlé in the Greater China Region | 2011 |
Thomas A. Ralph (a) (b) (d) | 73 | Retired Partner, Dechert | 1998 | 74 | Retired Partner, Dechert | 1998 |
Caesar F. Sweitzer (b) | 63 | Former Senior Advisor and Managing Director of Citigroup Global Markets | 2014 | 64 | Former Senior Advisor and Managing Director of Citigroup Global Markets | 2014 |
Jim L. Turner (c) | 68 | Principal of JLT Beverages; former Chairman, President and Chief Executive Officer of Dr Pepper/Seven Up Bottling Group; also a Director of Dean Foods | 2005 | 69 | Principal of JLT Beverages; former Chairman, President and Chief Executive Officer of Dr Pepper/Seven Up Bottling Group; also a Director of Dean Foods and Comstock Resources | 2005 |
William S. Urkiel (b) | 68 | Former Senior Vice President and Chief Financial Officer of IKON Office Solutions; also a Director of Roadrunner Transportation Systems | 2004 | 69 | Former Senior Vice President and Chief Financial Officer of IKON Office Solutions; also a Director of Roadrunner Transportation Systems | 2004 |
(a) Member of the Executive Committee | (c)Member of the Compensation Committee |
(b) Member of the Audit Committee | (d)Member of the Nominating and Corporate Governance Committee |
DIRECTOR COMPENSATION |
Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total |
Jenne Britell | $115,000 | $110,000 | $225,000 |
Arnold Donald | 107,000 | 110,000 | 217,000 |
William Little | 114,000 | 110,000 | 224,000 |
Hans Löliger | 117,000 | 110,000 | 227,000 |
James Miller | 100,000 | 110,000 | 210,000 |
Josef Müller | 110,000 | 110,000 | 220,000 |
Thomas Ralph | 130,000 | 110,000 | 240,000 |
Hugues du Rouret | 110,000 | 110,000 | 220,000 |
Jim Turner | 107,000 | 110,000 | 217,000 |
William Urkiel | 110,000 | 110,000 | 220,000 |
(1) Each Director may defer receipt of all, or any part, of his or her cash compensation until termination of service as a Director. Mr. Ralph deferred receipt of $65,000 of his cash-based compensation in 2013. At the election of the Director, deferred cash compensation amounts are paid in either a lump sum or installments over a period not to exceed 10 years after departure from the Board and are credited with interest at the prime rate until distributed. (2) The annual grant of Company Common Stock for 2013 consisted of $110,000 of Company Common Stock under the Stock Compensation Plan for Non-Employee Directors and was paid on a quarterly basis. The number of shares paid each quarter is determined based on the average of the closing market price of the Company’s Common Stock on each of the second through sixth business days following the date on which the Company publicly released its quarterly results. |
Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | |||
Jenne Britell | $120,000 | $110,000 | $230,000 | |||
Arnold Donald | 107,000 | 110,000 | 217,000 | |||
William Little | 114,000 | 110,000 | 224,000 | |||
Hans Löliger | 127,000 | 110,000 | 237,000 | |||
James Miller | 107,000 | 110,000 | 217,000 | |||
Josef Müller | 110,000 | 110,000 | 220,000 | |||
Thomas Ralph | 140,000 | 110,000 | 250,000 | |||
Hugues du Rouret (3) | 52,500 | 27,500 | 80,000 | |||
Caesar Sweitzer | 110,000 | 82,500 | 192,500 | |||
Jim Turner | 107,000 | 110,000 | 217,000 | |||
William Urkiel | 110,000 | 110,000 | 220,000 |
(1) | Each Director may defer receipt of all, or any part, of his or her cash compensation until termination of service as a Director. Mr. Ralph deferred receipt of $70,000 of his cash-based compensation in 2014. At the election of the Director, deferred cash compensation amounts are paid in either a lump sum or installments over a period not to exceed 10 years after departure from the Board and are credited with interest at the prime rate until distributed. |
(2) | The annual grant of Company Common Stock for 2014 consisted of $110,000 of Company Common Stock under the Stock Compensation Plan for Non-Employee Directors and was paid on a quarterly basis. The number of shares paid each quarter is determined based on the average of the closing market price of the Company’s Common Stock on each of the second through sixth business days following the date on which the Company publicly released its quarterly results. |
(3) | Because he reached the mandatory retirement age for Directors of the Company, Mr. du Rouret did not stand for re-election to the Board at the Company’s 2014 Annual Meeting of Shareholders. |
| ||||||||||||||||||||||||||||
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS |
Name and Address | Amount of Common Stock of the Company Owned Beneficially, Directly or Indirectly | Percentage of Outstanding Shares (1) |
BlackRock, Inc. and its affiliates (2) 40 East 52nd Street New York, NY 10022 | 8,625,358 | 6.2% |
The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355 | 7,549,046 | 5.5% |
Boston Partners (4) One Beacon Street Boston, MA 92108 | 7,478,042 | 5.4% |
(1) Percentages are derived based upon 138,407,590 shares of Common Stock outstanding as of March 4, 2014. (2) BlackRock, Inc., a parent holding company, reported that it may be deemed to be the beneficial owner of 8,625,358 shares of the Company’s Common Stock. Blackrock, Inc. reported that it had sole dispositive power with respect to 8,625,358 shares, including 7,827,207 shares for which it had sole voting power. (3) The Vanguard Group, an investment advisor, reported that it may be deemed to be the beneficial owner of 7,549,046 shares of the Company’s Common Stock. The Vanguard Group reported that it had sole dispositive power with respect to 7,435,752 shares, including 135,394 shares for which it had sole voting power, and shared dispositive power with respect to 113,294 shares. (4) Robeco Investment Management, Inc., DBA as Boston Partners, an investment advisor, reported that it may be deemed to be the beneficial owner of 7,478,042 shares of the Company’s Common Stock. Boston Partners reported that it had sole dispositive power with respect to 7,478,042 shares, including 6,423,005 shares for which it had sole voting power and 35,765 shares for which it had shared voting power. |
Name and Address | Amount of Common Stock of the Company Owned Beneficially, Directly or Indirectly | Percentage of Outstanding Shares (1) | |
Massachusetts Financial Services Company (2) 111 Huntington Avenue Boston, MA 02199 | 11,821,939 | 8.5% | |
BlackRock, Inc. and its affiliates (3) 55 East 52nd Street New York, NY 10022 | 9,339,360 | 6.7% | |
Boston Partners (4) One Beacon Street Boston, MA 02108 | 9,195,934 | 6.6% | |
The Vanguard Group (5) 100 Vanguard Blvd. Malvern, PA 19355 | 8,511,133 | 6.1% | |
JPMorgan Chase & Co. (6) 270 Park Avenue New York, NY 10017 | 8,157,594 | 5.9% | |
Janus Capital Management LLC (7) 151 Detroit Street Denver, CO 80206 | 7,250,380 | 5.2% |
(1) | Percentages are derived based upon 139,181,151 shares of Common Stock outstanding as of March 3, 2015. |
(2) | Massachusetts Financial Services Company, an investment advisor, reported that it may be deemed to be the beneficial owner of 11,821,939 shares of the Company’s Common Stock. Massachusetts Financial Services Company reported that it had sole dispositive power with respect to 11,821,939 shares, including 10,819,427 shares for which it had sole voting power. |
(3) | BlackRock, Inc., a parent holding company, reported that it may be deemed to be the beneficial owner of 9,339,360 shares of the Company’s Common Stock. BlackRock, Inc. reported that it had sole dispositive power with respect to 9,339,360 shares, including 8,717,841 shares for which it had sole voting power. |
(4) | Boston Partners, an investment advisor, reported that it may be deemed to be the beneficial owner of 9,195,934 shares of the Company’s Common Stock. Boston Partners reported that it had sole dispositive power with respect to 9,195,934 shares, including 7,964,234 shares for which it had sole voting power and 20,980 shares for which it had shared voting power. |
(5) | The Vanguard Group, an investment advisor, reported that it may be deemed to be the beneficial owner of 8,511,133 shares of the Company’s Common Stock. The Vanguard Group reported that it had sole dispositive power with respect to 8,394,658 shares, including 133,875 shares for which it had sole voting power, and shared dispositive power with respect to 116,475 shares. |
(6) | JPMorgan Chase & Co., a parent holding company, reported that it may be deemed to be the beneficial owner of 8,157,594 shares of the Company’s Common Stock. JPMorgan Chase & Co. reported that it had sole dispositive power with respect to 8,064,117 shares, including 6,679,093 shares for which it had sole voting power and 82,219 shares for which it had shared voting power, and shared dispositive power with respect to 91,593 shares. |
(7) | Janus Capital Management LLC, an investment advisor and parent holding company, reported that it may be deemed to be the beneficial owner of 7,250,380 shares of the Company’s Common Stock. Janus Capital Management LLC reported that it had sole dispositive and sole voting power with respect to 4,219,469 shares and shared dispositive and shared voting power with respect to 3,030,911 shares. |
Name | Amount of Common Stock of the Company Owned Beneficially, Directly or Indirectly | Percentage of Outstanding Shares (1) |
Jenne Britell | 50,084 | * |
John Conway (2)(3) | 1,610,889 | 1.2% |
Timothy Donahue (3) | 241,038 | * |
Arnold Donald (4) | 30,623 | * |
Gerard Gifford (5) | 88,751 | * |
Thomas Kelly (3) (6) | 128,249 | * |
William Little | 40,597 | * |
Hans Löliger | 66,716 | * |
Raymond McGowan | 145,042 | * |
James Miller | 9,087 | * |
Josef Müller | 8,400 | * |
Thomas Ralph | 68,423 | * |
Hugues du Rouret | 56,700 | * |
Jozef Salaerts (7) | 156,044 | * |
Caesar Sweitzer | 0 | * |
Jim Turner | 76,811 | * |
William Urkiel | 32,030 | * |
Directors and Executive | ||
Officers as a Group of 18 (8) | 2,844,831 | 2.1% |
Name | Amount of Common Stock of the Company Owned Beneficially, Directly or Indirectly | Percentage of Outstanding Shares (1) |
Jenne Britell | 52,368 | * |
John Conway (2) | 1,537,813 | 1.1% |
Timothy Donahue (2) | 258,062 | * |
Arnold Donald (3) | 20,907 | * |
Gerard Gifford (4) | 112,028 | * |
Thomas Kelly (2) (5) | 116,134 | * |
William Little | 42,881 | * |
Hans Löliger | 69,000 | * |
Raymond McGowan | 86,161 | * |
James Miller | 11,371 | * |
Josef Müller | 10,684 | * |
Thomas Ralph | 70,707 | * |
Caesar Sweitzer | 2,284 | * |
Jim Turner | 79,095 | * |
William Urkiel | 34,314 | * |
Directors and Executive | ||
Officers as a Group of 18 (6) | 2,660,601 | 1.9% |
* Less than 1% | |
(1) | Percentages are derived based upon 3, 2015. |
(2) | Excludes 3,000,000 shares of Common Stock held in the Crown Cork & Seal Company, Inc. Master Retirement Trust on behalf of various Company pension plans (“Trust Shares”). Messrs. Conway, Donahue and Kelly are members of the Benefits Plan Investment Committee of the trust that has sole voting and dispositive power with respect to the Trust Shares, but they disclaim beneficial ownership of the Trust Shares. |
(3) | Includes 16,708 shares of Common Stock held in a revocable family trust, of which Mr. Donald is trustee. |
(4) | Includes |
(5) | Includes 40,000 shares of Common Stock subject to presently exercisable options held by Mr. |
(6) | Includes |
CORPORATE GOVERNANCE |
COMPENSATION DISCUSSION AND ANALYSIS |
· | John W. Conway – Chairman of the Board and Chief Executive Officer |
· | Thomas A. Kelly – Senior Vice President and Chief Financial Officer |
· | Timothy J. Donahue – President and Chief Operating Officer |
· | Raymond L. McGowan – President – Americas Division |
· | Gerard H. Gifford – President – European Division |
(a) | The Comparative Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in any of the Company's filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filings. |
(b) | Assumes that the value of the investment in Crown Holdings Common Stock and each index was $100 on December 31, |
(c) | Industry index is weighted by market capitalization and, Packaging Corp. of America, RockTenn, Sealed Air, Silgan and Sonoco. |
Compensation Element | Basis for Measurement | Alignment with Pay-for-Performance Philosophy |
Annual Cash Compensation | ||
Base Salary | Individual performance and contribution based on primary duties and responsibilities and market competitiveness. | Competitive compensation required to attract and retain highly qualified executives. |
Annual Incentive Bonus | Economic profit and modified operating cash flow. | Use of economic profit and modified operating cash flow as performance measures drives the Company’s long-term operating performance and is closely correlated with long-term increase in Shareholder value. |
Long-Term Equity Compensation | ||
Performance-Based Restricted Stock Awards (approximately two-thirds of total long-term equity compensation) | Total shareholder return relative to industry peer group over three-year period. | Provides incentive to outperform and deliver superior shareholder returns relative to peers. Denominating grants in the form of Company Common Stock aligns NEOs with interests of Shareholders and promotes commitment to the long-term performance of the Company. |
Time-Based Restricted Stock Awards (approximately one-third of total long-term equity compensation) | Market analysis of target compensation for applicable position. | Compensation provided in the form of Company Common Stock aligns NEOs with interests of Shareholders and promotes commitment to the long-term performance of the Company. |
· | Reduced the benchmarking of our CEO’s compensation from the 75th to the 50th percentile of our peer group. |
· | Amended our |
· | Amended our EP Plan to eliminate individual qualitative factors in determining our executives’ bonuses. |
· | Amended our CEO’s employment agreement to eliminate his tax gross-up and walk away rights. |
· | Revised our anti-pledging |
· | Eliminated tax gross-up provisions from new executive employment agreements. |
· | Established stock ownership guidelines for our NEOs under which our CEO is expected to own Company Common Stock equal in value to six times his annual base salary and the other NEOs are expected to hold Common Stock equal to three times their annual base salaries. |
· | Adopted a minimum holding period policy applicable to restricted stock under which the NEOs are required to retain 50% of the after-tax value of any Common Stock received as the result of a restriction lapse for a period of at least two years. |
· | Adopted a recoupment or “clawback” policy with respect to the non-equity incentive bonus plan for NEOs. |
· | Changed the allocations under the Company’s long-term incentive plan so that the value of the awards of restricted stock is targeted to be two-thirds performance-based and one-third time-based. |
· | Utilized tally sheets to review total compensation, the current mix of compensation, issues of internal pay equity, payouts under certain potential termination scenarios and the aggregate value of retirement benefits. |
�� | · | Eliminated tax gross-up payments in connection with automobile allowances. |
Stock Ownership Guidelines Applicable to NEOs | |
Position | Multiple of Base Salary |
CEO | 6x |
All other NEOs | 3x |
· | base salary |
· | target annual incentive |
· | target total cash compensation (base salary plus target annual incentive) |
· |
· | target total direct compensation (target total cash compensation plus the |
· Avery Dennison Corporation | · |
· Ball Corporation | · MeadWestvaco Corporation |
· Bemis Company | · Nestlé USA |
· Campbell Soup Company | · Owens-Illinois |
· Colgate Palmolive Company | · PPG Industries |
· Dean Foods Company | · S.C. Johnson & Son |
· Dr Pepper Snapple Group | · Sealed Air Corporation |
· Eastman Chemical Company | · The Sherwin-Williams Company |
· Greif | · United States Steel Corporation |
· | Acquisition of Mivisa. The Company completed negotiations to acquire Mivisa in 2013, and the acquisition closed in 2014, substantially increasing the Company’s presence in the European food can market. |
· | Strong cash flow generation. Cash flow from operations was |
· | Investment in growth markets.The Company has grown significantly in a number of markets important to |
· | Shareholder return.The Company’s total shareholder return has increased substantially since November 2000 when Mr. Conway was elected CEO and the price of the Company’s Common Stock was $8.19 per share. |
· | Pay levels were evaluated relative to the Peer Group as the primary market reference point. In addition, general industry data was reviewed as an additional market reference and to ensure robust competitive data. |
· | Target total cash compensation and target total direct compensation levels were set towards the middle range of the Peer Group. The Committee used the 50th percentile of the Peer Group’s target total cash compensation and target total direct compensation as a market check in determining compensation. However, the 50th percentile is a guidepost and not an absolute target. |
· | base salary |
· | annual incentive bonus |
· | long-term equity incentives |
· | retirement benefits |
· | perquisites |
Name | |
John Conway | $1,075,000 |
Thomas Kelly | |
Timothy Donahue | 615,000 |
Raymond McGowan | 595,000 |
Gerard Gifford | |
Name | Minimum Bonus as a Percentage of Base Salary | Maximum Bonus as a Percentage of Base Salary | Target Bonus as a Percentage of Base Salary | Target Bonus Amount | Actual Bonus as a Percentage of Base Salary | Actual Bonus Amount | Minimum Bonus as a Percentage of Base Salary | Maximum Bonus as a Percentage of Base Salary | Target Bonus as a Percentage of Base Salary | Target Bonus Amount | Actual Bonus as a Percentage of Base Salary | Actual Bonus Amount | ||
John Conway | 0% | 345% | 115% | $1,236,250 | 132% | $1,421,688 | 0% | 345% | 115% | $1,236,250 | 235% | $2,530,604 | ||
Thomas Kelly | 0% | 180% | 60% | 270,000 | 69% | 310,500 | 0% | 180% | 60% | 288,000 | 123% | 589,536 | ||
Timothy Donahue | 0% | 285% | 95% | 584,250 | 109% | 671,888 | 0% | 285% | 95% | 584,250 | 194% | 1,195,960 | ||
Raymond McGowan | 0% | 240% | 80% | 476,000 | 109% | 650,692 | 0% | 240% | 80% | 476,000 | 157% | 932,532 | ||
Gerard Gifford | 0% | 240% | 80% | 404,800 | 92% | 466,735 | 0% | 240% | 80% | 440,000 | 170% | 937,640 | ||
Jozef Salaerts | 0% | 240% | 80% | 382,417 | 92% | 439,779 |
· | economic profit – defined generally as net operating profit after tax less cost of capital employed as adjusted for certain items, including currency exchange rates and acquisitions/divestitures |
· | modified operating cash flow – defined generally as earnings before interest, taxes, depreciation and amortization reduced by capital spending and adjusted for certain items, including changes in year-end trade working capital and variances in average trade working capital |
Name | Economic Profit (in millions) | Modified Operating Cash Flow (in millions) | ||||||||||
Threshold | Target | Actual | Threshold | Target | Actual | |||||||
John Conway | $323.4 | $404.3 | $443.1 | $710.1 | $887.6 | $1,158.6 | ||||||
Thomas Kelly | 323.4 | 404.3 | 443.1 | 710.1 | 887.6 | 1,158.6 | ||||||
Timothy Donahue | 323.4 | 404.3 | 443.1 | 710.1 | 887.6 | 1,158.6 | ||||||
Raymond McGowan | 138.8 | 173.5 | 191.7 | 273.6 | 342.0 | 342.5 | ||||||
Gerard Gifford | 152.6 | 190.8 | 210.9 | 257.8 | 322.2 | 522.2 |
Economic Profit (in millions) | Modified Operating Cash Flow (in millions) | |||||
Name | Threshold | Target | Actual | Threshold | Target | Actual |
John Conway | $329.2 | $411.5 | $407.4 | $692.3 | $865.4 | $996.2 |
Thomas Kelly | 329.2 | 411.5 | 407.4 | 692.3 | 865.4 | 996.2 |
Timothy Donahue | 329.2 | 411.5 | 407.4 | 692.3 | 865.4 | 996.2 |
Raymond McGowan | 137.3 | 171.6 | 175.4 | 384.0 | 480.0 | 554.0 |
Gerard Gifford | 152.2 | 190.2 | 189.5 | 326.2 | 407.8 | 436.7 |
Jozef Salaerts | 27.4 | 34.2 | 36.0 | 38.6 | 48.3 | 22.6 |
· | Target Award Levels. Award levels were generally set to deliver target total direct compensation (sum of base salary, annual and long-term equity incentives) at the middle range of the Peer Group after taking into account the competitive positioning of the executives’ target total cash compensation. |
· | Performance-Based Restricted Stock. Approximately two-thirds of an NEO’s targeted long-term equity incentive was delivered in performance-based restricted stock that may be earned based upon the Company’s total shareholder return relative to a group of industry peers over a three-year performance period. A target number of shares was established for |
· | Time-Based Restricted Stock. Approximately one-third of an NEO’s targeted long-term equity incentive was delivered in time-based restricted stock that vests in equal annual installments over three years from the date of the award in the amounts set forth on the “Grants of Plan-Based Awards” table below. |
· AptarGroup | · Owens-Illinois |
· Avery Dennison Corporation | ·Packaging Corporation of America |
· Ball Corporation | · |
· Bemis Company | · Sealed Air Corporation |
· Greif | · Silgan Holdings |
· MeadWestvaco Corporation | ·Sonoco Products Company |
Percentile Ranking Versus Peers | Share Award as a Percentage of Individual Target |
90th or Above | 200% |
75th – 89th | 150-199% |
50th – 74th | 100-149% |
40th – 49th | 50-99% |
25th – 39th | 25-49% |
Below 25th | 0% |
Name | Time-Based Restricted Stock | Performance-Based Restricted Stock | ||||||
Shares | Award Value | Target Shares | Award Value | Minimum Shares | Minimum Value | Maximum Shares | Maximum Value | |
John Conway | 44,666 | $1,979,597 | 81,953 | $3,959,153 | 0 | 0 | 163,906 | $7,918,306 |
Thomas Kelly | 6,137 | 271,992 | 11,261 | 544,008 | 0 | 0 | 22,522 | 1,088,016 |
Timothy Donahue | 11,564 | 512,516 | 21,217 | 1,024,984 | 0 | 0 | 42,434 | 2,049,968 |
Raymond McGowan | 9,737 | 431,544 | 17,867 | 863,152 | 0 | 0 | 35,734 | 1,726,304 |
Gerard Gifford | 9,018 | 399,678 | 16,546 | 799,322 | 0 | 0 | 33,092 | 1,598,644 |
Name | Time-Based Restricted Stock | Performance-Based Restricted Stock | ||||||
Shares | Award Value | Target Shares | Award Value | Minimum Shares | Minimum Value | Maximum Shares | Maximum Value | |
John Conway | 35,500 | $1,373,140 | 124,627 | $4,580,042 | 0 | $0 | 249,254 | $9,160,084 |
Thomas Kelly | 6,593 | $255,017 | 13,878 | $509,983 | 0 | $0 | 27,756 | $1,019,966 |
Timothy Donahue | 13,250 | $512,510 | 27,891 | $1,024,990 | 0 | $0 | 55,782 | $2,049,980 |
Raymond McGowan | 11,157 | $431,553 | 23,487 | $863,143 | 0 | $0 | 46,974 | $1,726,286 |
Gerard Gifford | 9,506 | $367,692 | 20,011 | $735,388 | 0 | $0 | 40,022 | $1,470,776 |
Jozef Salaerts | 5,500 | $212,740 | 11,578 | $425,470 | 0 | $0 | 23,156 | $850,940 |
COMPENSATION COMMITTEE REPORT |
Arnold Donald William Little Jim Turner | |
EXECUTIVE COMPENSATION |
Summary Compensation Table |
Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) | All Other Compensation (3) | Total Compensation | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) | All Other Compensation (3) | Total Compensation | |||
John Conway | 2013 | $1,075,000 | $5,953,182(4) | $1,421,688 | $ 0 | $ 50,574 | $ 8,500,444 | 2014 | $1,075,000 | $5,938,750 | $2,530,604 | $ 152,315 | $ 46,126 | $ 9,742,795 | |||
Chairman of the Board and Chief Executive Officer | 2012 | 1,075,000 | 6,870,042 | 2,769,200 | 118,317 | 1,312,884 | 12,145,443 | 2013 | 1,075,000 | 5,953,182 | 1,421,688 | 0 | 50,574 | 8,500,444 | |||
2011 | 1,075,000 | 6,870,042 | 3,214,250 | 2,469,195 | 1,861,839 | 15,490,326 | 2012 | 1,075,000 | 6,870,042 | 2,769,200 | 118,317 | 1,312,884 | 12,145,443 | ||||
Thomas Kelly | 2013 | 450,000 | 765,000 | 310,500 | 1,088,134 | 279,572 | 2,893,206 | 2014 | 480,000 | 816,000 | 589,536 | 884,838 | 76,663 | 2,847,037 | |||
Senior Vice President and Chief Financial Officer | 2013 | 450,000 | 765,000 | 310,500 | 1,088,134 | 279,572 | 2,893,206 | ||||||||||
Timothy Donahue | 2013 | 615,000 | 1,537,500 | 671,888 | 0 | 146,634 | 2,971,022 | 2014 | 615,000 | 1,537,500 | 1,195,960 | 1,062,484 | 13,418 | 4,424,362 | |||
President and Chief Operating Officer | 2012 | 535,000 | 1,164,138 | 958,720 | 938,654 | 288,802 | 3,885,314 | 2013 | 615,000 | 1,537,500 | 671,888 | 0 | 146,634 | 2,971,022 | |||
2011 | 535,000 | 1,164,138 | 1,112,800 | 1,392,648 | 224,635 | 4,429,221 | 2012 | 535,000 | 1,164,138 | 958,720 | 938,654 | 288,802 | 3,885,314 | ||||
Raymond McGowan | 2013 | 595,000 | 1,294,696 | 650,692 | 162,853 | 109,218 | 2,812,459 | 2014 | 595,000 | 1,294,696 | 932,532 | 1,029,918 | 27,575 | 3,879,721 | |||
President-Americas Division | 2012 | 535,000 | 1,164,138 | 492,200 | 688,938 | 226,326 | 3,106,602 | ||||||||||
2011 | 535,000 | 1,164,138 | 1,258,320 | 1,211,702 | 215,101 | 4,384,261 | |||||||||||
President-Americas | 2013 | 595,000 | 1,294,696 | 650,692 | 162,853 | 109,218 | 2,812,459 | ||||||||||
Division | 2012 | 535,000 | 1,164,138 | 492,200 | 688,938 | 226,326 | 3,106,602 | ||||||||||
Gerard Gifford | 2013 | 506,000 | 1,103,080 | 466,735 | 418,714 | 425,474 | 2,920,003 | 2014 | 550,000 | 1,199,000 | 937,640 | 1,798,318 | 576,092 | 5,061,050 | |||
President-European Division | 2013 | 506,000 | 1,103,080 | 466,735 | 418,714 | 425,474 | 2,920,003 | ||||||||||
Jozef Salaerts (7) | 2013 | 478,021 | 638,210 | 439,779 | 0 | 300,867 | 1,856,877 | ||||||||||
President-Asia-Pacific Division | 2012 | 470,752 | 607,642 | 885,014 | 1,204,546 | 617,047 | 3,785,001 | ||||||||||
2011 | 443,485 | 607,642 | 997,842 | 1,529,674 | 508,836 | 4,087,479 |
(1) | The amounts in this column, computed in accordance with current Financial Accounting Standard Board guidance for accounting for and reporting of stock-based compensation, represent the aggregate grant-date fair value of time-based restricted stock and performance-based restricted stock (market condition) awards issued by the Company for the respective fiscal years. The aggregate grant-date fair market values of the time-based restricted stock awards were as follows: Mr. Conway: $1,979,597 for 2014, $1,373,140 for 2013 and $2,290,016 for |
(2) | The amounts in this column reflect the increase in actuarial present value of defined benefit retirement plans, including supplemental plans, for the respective fiscal years. Actuarial valuations were based on assumptions that were in accordance with the guidelines of FASB Statement of Financial Accounting Standards No. 87, “Employer’s Accounting for Pensions” (“FAS 87”) and that are discussed in Note V, |
(3) | The amounts in this column for |
J. Conway | T. Kelly | T. Donahue | R. McGowan | G. Gifford | J. Salaerts | J. Conway | T. Kelly | T. Donahue | R. McGowan | G. Gifford | ||
Change in Value of SERP Life Insurance | $0 | $266,297 | $129,325 | $80,936 | $62,949 | $41,060 | $0 | $63,313 | $0 | $76,916 | ||
FICA on Change in SERP Valuation | 8,216 | 0 | 7,434 | 8,007 | 0 | 0 | 3,468 | 7,225 | 22,021 | |||
Automobile Allowance | 23,222 | 9,450 | 6,050 | 16,450 | 29,593 | 36,177 | 26,915 | 9,450 | 6,050 | 16,450 | 29,429 | |
Life Insurance* | 15,311 | 0 | 0 | 0 | 0 | 0 | 15,311 | 0 | 0 | 0 | ||
Defined Contribution Plan Company Contributions | 3,825 | 3,825 | 3,825 | 3,825 | 3,163 | 126,505 | 3,900 | 3,900 | 3,900 | |||
Overseas Housing Allowance | 0 | 0 | 0 | 0 | 81,719 | 54,000 | 0 | 0 | 84,690 | |||
Third Country National Expat Benefits ** | 0 | 0 | 0 | 0 | 248,050 | 43,125 | 0 | 0 | 359,136 | |||
Total | $50,574 | $279,572 | $146,634 | $109,218 | $425,474 | $300,867 | $46,126 | $76,663 | $13,418 | $27,575 | $576,092 |
* | Life Insurance includes insurance premiums for Mr. Conway under a split-dollar life insurance agreement. |
** | Third Country National Expat Benefits include |
Name | Grant Dates of Equity Awards | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) | 2013 Grant Date Fair Value of Stock and Option Awards (4) ($) | Grant Dates of Equity Awards | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) | 2014 Grant Date Fair Value of Stock and Option Awards (4) ($) | |||||||||||
Minimum ($) | Target ($) | Maximum ($) | Minimum (Shares) | Target (Shares) | Maximum (Shares) | Minimum ($) | Target ($) | Maximum ($) | Minimum (Shares) | Target (Shares) | Maximum (Shares) | ||||||||||
John Conway | 2/28/2013 (5) | 0 | 1,236,250 | 3,708,750 | 0 | 124,627 | 249,254 | 35,500 | 5,953,182 | 1/03/2014 (5) | 0 | 1,236,250 | 3,708,750 | 0 | 81,953 | 163,906 | 44,666 | 5,938,750 | |||
Thomas Kelly | 2/28/2013 (6) | 0 | 270,000 | 810,000 | 0 | 13,878 | 27,756 | 6,593 | 765,000 | 1/03/2014 (6) | 0 | 288,000 | 864,000 | 0 | 11,261 | 22,522 | 6,137 | 816,000 | |||
Timothy Donahue | 2/28/2013 (7) | 0 | 584,250 | 1,752,750 | 0 | 27,891 | 55,782 | 13,250 | 1,537,500 | 1/03/2014 (7) | 0 | 584,250 | 1,752,750 | 0 | 21,217 | 42,434 | 11,564 | 1,537,500 | |||
Raymond McGowan | 2/28/2013 (8) | 0 | 476,000 | 1,428,000 | 0 | 23,487 | 46,974 | 11,157 | 1,294,696 | 1/03/2014 (8) | 0 | 476,000 | 1,428,000 | 0 | 17,867 | 35,734 | 9,737 | 1,294,696 | |||
Gerard Gifford | 2/28/2013 (9) | 0 | 404,800 | 1,214,400 | 0 | 20,011 | 40,022 | 9,506 | 1,103,080 | 1/03/2014 (9) | 0 | 440,000 | 1,320,000 | 0 | 16,546 | 33,092 | 9,018 | 1,199,000 | |||
Jozef Salaerts | 2/28/2013 (10) | 0 | 382,417 | 1,147,251 | 0 | 11,578 | 23,156 | 5,500 | 638,210 |
(1) | These amounts represent the range of annual non-equity incentive bonuses for which the NEOs were eligible in |
(2) | These amounts represent the range of stock-based compensation that might be realized under the |
(3) | These amounts represent time-based restricted stock awarded in |
(4) | These amounts represent the grant-date fair value of time-based restricted stock and performance-based restricted stock awarded in |
(5) | Represents grant to Mr. Conway of 163,906. |
(6) | Represents grant to Mr. Kelly of |
(7) | Represents grant to Mr. Donahue of |
(8) | Represents grant to Mr. McGowan of |
(9) | Represents grant to Mr. Gifford of |
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||
Name | Number of Securities Underlying Unexercised Exercisable Options (Shares) | Number of Securities Underlying Unexercisable Options (1) (Shares) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) (Shares) | Market Value of Shares or Units of Stock That Have Not Vested (3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) (Shares) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) ($) | Number of Securities Underlying Unexercised Exercisable Options (Shares) | Number of Securities Underlying Unexercisable Options (1) (Shares) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) (Shares) | Market Value of Shares or Units of Stock That Have Not Vested (3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) (Shares) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) ($) |
John Conway | 175,865 | 8.60 | 5/3/2014 | 103,368 | 4,607,112 | 349,677 | 15,585,104 | 90,923 | 4,627,981 | 321,859 | 16,382,623 | |||||
Thomas Kelly | 50,000 25,000 40,000 | 8.60 8.75 23.45 | 5/3/2014 2/24/2014 2/20/2017 | 6,593 | 293,850 | 13,878 | 618,542 | 40,000 | 23.45 | 2/20/2017 | 10,532 | 536,079 | 25,139 | 1,279,575 | ||
Timothy Donahue | 24,750 | 1,103,108 | 66,026 | 2,942,779 | 24,225 | 1,233,053 | 68,642 | 3,493,878 | ||||||||
Raymond McGowan | 22,657 | 1,009,822 | 61,622 | 2,746,493 | 21,003 | 1,069,053 | 60,888 | 3,099,199 | ||||||||
Gerard Gifford | 15,000 6,000 | 24,000 | 23.45 39.77 | 2/20/2017 5/25/2021 | 12,932 | 576,379 | 29,627 | 1,320,475 | 15,000 12,000 | 18,000 | 23.45 39.77 | 2/20/2017 5/25/2021 | 17,068 | 868,761 | 46,173 | 2,350,206 |
Jozef Salaerts | 40,000 | 23.45 | 2/20/2017 | 11,502 | 512,644 | 31,483 | 1,403,197 |
(1) | Mr. Gifford’s unvested option awards reported under this column vest in equal tranches of 6,000 shares on May 25, |
(2) | These amounts represent outstanding unvested time-based restricted stock awards. Time-based restricted stock vests annually over three years from the date of the award. Accordingly, with respect to awards made in |
(3) | Computed as of December 31, |
(4) | These amounts represent outstanding unvested performance-based restricted stock at target |
(5) | On February 26, 2015, in connection with Mr. McGowan’s impending retirement from the Company on May 1, 2015, the Company amended its employment agreement with Mr. McGowan in order to extend the period during which Mr. McGowan is prohibited from competing with the Company until December 31, 2017 and to provide for post-employment vesting of certain equity grants previously made to Mr. McGowan. |
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||
Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (2) | Value Realized on Vesting (3) ($) | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (2) | Value Realized on Vesting (3) ($) |
John Conway | 0 | 0 | 255,441 | 9,703,690 | 175,865 | 6,787,513 | 57,111 | 2,539,443 |
Thomas Kelly | 0 | 0 | 0 | 0 | 75,000 | 2,799,963 | 2,198 | 98,954 |
Timothy Donahue | 0 | 0 | 43,285 | 1,644,272 | 12,089 | 538,876 | ||
Raymond McGowan | 50,000 | 992,950 | 43,285 | 1,644,272 | 11,391 | 507,452 | ||
Gerard Gifford | 0 | 0 | 1,713 | 65,694 | 4,882 | 218,589 | ||
Jozef Salaerts | 10,000 | 321,450 | 20,652 | 784,680 |
(1) | The amounts in this column calculate the aggregate dollar amount realized upon exercise by multiplying the number of shares subject to outstanding options times the difference between the market price of the underlying Company Common Stock at the date of exercise and the exercise price of such options. |
(2) | Amounts in this column include |
(3) | The amounts in this column are the aggregate dollar amount realized upon vesting, calculated by multiplying the number of shares of stock times the market value of the Company Common Stock at the date of vesting. |
Name | Plan Name (1)(2) | Number of Years Credited Service (3) | Present Value of Accumulated Benefit (4)(5) ($) |
John Conway | Pension Plan SERP | 39 39 | 1,356,924 32,000,000(6) |
Thomas Kelly | Pension Plan SERP | 22 22 | 482,558 1,110,538 |
Timothy Donahue | Pension Plan SERP | 23 23 | 459,184 4,035,572 |
Raymond McGowan | Pension Plan SERP | 12 12 | 399,024 3,448,537 |
Gerard Gifford | Pension Plan SERP/Restoration Plan | 31 31 | 835,865 2,435,714(7) |
Jozef Salaerts | Pension Plan SERP | - 25 | - 4,315,429 |
Name | Plan Name (1)(2) | Number of Years Credited Service (3) | Present Value of Accumulated Benefit (4)(5) ($) |
John Conway | Pension Plan SERP | 40 40 | 1,574,958 32,000,000 (6) |
Thomas Kelly | Pension Plan SERP | 23 23 | 669,727 1,808,207 |
Timothy Donahue | Pension Plan SERP | 24 24 | 638,564 5,140,744 |
Raymond McGowan | Pension Plan SERP | 13 13 | 535,019 4,342,460 |
Gerard Gifford | Pension Plan SERP/Restoration Plan | 32 32 | 1,092,642 3,977,255 (7) |
(1) | The U.S. Pension Plan in which the NEOs |
(2) | The annual benefit for the NEOs under the SERP is based upon a formula equal to (i) 2.25% in the case of Mr. Conway and 2.0% in the cases of the other NEOs of the average of the five highest consecutive years of earnings during the last 10 years of service (consisting of salary and bonus, but excluding stock compensation, and determined without regard to the limits imposed on tax qualified plans) times years of service up to twenty years plus (ii) 1.67% in the case of Mr. Conway and 1.45% in the cases of the other NEOs of such earnings for the next fifteen years plus (iii) at the discretion of the Compensation Committee, 1% of such earnings for years of service beyond thirty-five years less (iv) Social Security old-age benefits (and similar benefits provided in foreign jurisdictions) attributable to employment with the Company and the Company-funded portion of the executive’s Pension Plan benefits and, with respect to Mr. Conway, his benefits under the 401(k) Retirement Savings Plan and, with respect to Mr. Gifford, his benefits under the Restoration Plan. For further information, see “Compensation Discussion and Analysis – Retirement Benefits.” |
(3) | Years of service are rounded to the nearest full year. |
(4) | The calculation of the present value is based on assumptions that were in accordance with the guidelines of FAS 87 and that are discussed in Note V, |
(5) | All of the benefits are vested with respect to the NEOs with exception of the SERP benefits for Messrs. Kelly and Gifford. Mr. Gifford is vested in his Restoration Plan benefits. |
(6) | Mr. Conway has irrevocably waived his right to any lump-sum retirement benefit under the SERP in excess of $32 million. |
(7) | The annual supplemental retirement benefit for Mr. Gifford under the Restoration Plan is equal to the difference between (i) the annual benefit he would have accrued under the U.S. Pension Plan if his target bonus amount were included in compensation for purposes of calculating his benefit under such Plan and if certain statutory limitations on benefit accrual did not apply and (ii) the annual benefit he actually accrued under the U.S. Pension Plan. |
Name | Benefit | Termination upon Retirement, Disability or Death ($) | Resignation for Good Reason prior to a Change in Control ($) | Termination without Cause prior to a Change in Control ($) | Termination without Cause or Resignation for Good Reason after a Change in Control ($) | Benefit | Termination upon Retirement, Disability or Death ($) | Resignation for Good Reason prior to a Change in Control ($) | Termination without Cause prior to a Change in Control ($) | Termination without Cause or Resignation for Good Reason after a Change in Control ($) |
John Conway | Salary: | 3,225,000 | 3,225,000 | 3,225,000 | Salary: | 3,225,000 | 3,225,000 | 3,225,000 | ||
Bonus: | 1,236,250 | 4,945,000 | 4,945,000 | 10,928,450 | Bonus: | 1,236,250 | 4,945,000 | 4,945,000 | 8,641,388 | |
Accelerated Restricted Stock Vesting: (1) | 4,607,112 | 20,192,214 | Accelerated Restricted Stock Vesting: (1) | 4,627,981 | 21,010,604 | |||||
Additional Health Care Benefits: (2) | 144,143 | 144,143 | Additional Health Care Benefits: (2) | 190,133 | 190,133 | |||||
Total: | 5,987,505 | 8,170,000 | 8,170,000 | 34,489,807 | Total: | 6,054,364 | 8,170,000 | 8,170,000 | 33,067,125 | |
Thomas Kelly | Salary: | 450,000 | 1,350,000 | Salary: | 480,000 | 1,440,000 | ||||
Bonus: | 391,500 | 391,500 | 819,048 | Bonus: | 589,536 | 589,536 | 823,548 | |||
Accelerated Restricted Stock Vesting:(1) | 293,850 | 912,391 | Accelerated Restricted Stock Vesting:(1) | 536,079 | 1,815,654 | |||||
Total: | 685,350 | 841,500 | 3,081,439 | Total: | 1,125,615 | 1,069,536 | 4,079,202 | |||
Timothy Donahue | Salary: | 615,000 | 1,845,000 | Salary: | 615,000 | 1,845,000 | ||||
Bonus: | 584,250 | 584,250 | 3,768,570 | Bonus: | 584,250 | 584,250 | 3,327,658 | |||
Accelerated Restricted Stock Vesting: (1) | 1,103,108 | 4,045,885 | Accelerated Restricted Stock Vesting: (1) | 1,233,053 | 4,726,931 | |||||
Additional Health Care Benefits: (2) | 693,654 | Additional Health Care Benefits: (2) | 855,696 | |||||||
Tax Gross-Up: (3) | 8,121,439 | Tax Gross-Up: (3) | 9,472,422 | |||||||
Total: | 1,687,358 | 1,199,250 | 18,474,548 | Total: | 1,817,303 | 1,199,250 | 20,227,707 | |||
Raymond McGowan | Salary: | 595,000 | 1,785,000 | Salary: | 595,000 | 1,785,000 | ||||
Bonus: | 476,000 | 476,000 | 3,510,520 | Bonus: | 476,000 | 476,000 | 2,877,212 | |||
Accelerated Restricted Stock Vesting:(1) | 1,009,822 | 3,756,314 | Accelerated Restricted Stock Vesting:(1) | 1,069,053 | 4,168,252 | |||||
Additional Health Care Benefits: (2) | 215,717 | Additional Health Care Benefits: (2) | 263,099 | |||||||
Tax Gross-Up: (3) | 7,727,714 | Tax Gross-Up: (3) | 8,342,654 | |||||||
Total: | 1,485,822 | 1,071,000 | 16,995,265 | Total: | 1,545,053 | 1,071,000 | 17,436,217 | |||
Gerard Gifford | Salary: | 506,000 | 1,518,000 | Salary: | 550,000 | 1,650,000 | ||||
Bonus: | 404,800 | 404,800 | 981,073 | Bonus: | 440,000 | 440,000 | 1,093,765 | |||
Accelerated Restricted Stock Vesting: (1) | 576,379 | 1,896,853 | Accelerated Restricted Stock Vesting: (1) | 868,761 | 3,218,967 | |||||
Accelerated Stock Option Vesting: (4) | 115,200 | Accelerated Stock Option Vesting: (4) | 200,340 | |||||||
Total: | 981,179 | 910,800 | 4,511,126 | Total: | 1,308,761 | 990,000 | 6,163,072 | |||
Jozef Salaerts | Salary: | 478,021 | 1,434,063 | |||||||
Bonus: | 382,417 | 382,417 | 2,838,447 | |||||||
Accelerated Restricted Stock Vesting: (1) | 512,644 | 1,915,841 | ||||||||
Total | 895,061 | 860,438 | 6,188,351 |
(1) | The vesting of time-based and performance-based restricted stock awards accelerates upon (i) termination for retirement with Committee approval, death or disability or (ii) termination without Cause or resignation for Good Reason after a Change in Control. In the case of acceleration due to retirement, disability or death, the |
(2) | The additional health care coverage set forth in the first column of this row relates to retirement. Coverage related to disability would be valued at |
(3) | In the event of a Change in Control, vested benefits under the Company’s Senior Executive Retirement Plan (see “Compensation Discussion and Analysis – Retirement Benefits”) will be distributed in a lump sum. See “Pension Benefits” above. The Company has agreed to reimburse these NEOs for all taxes imposed on such lump-sum payments and such reimbursement. In addition, upon a Change in Control, NEOs may be subject to certain excise taxes under Code Section 4999 related to parachute payments under Code Section 280G. The Company has agreed to reimburse these NEOs for those excise taxes as well as any income and excise taxes payable by the NEO as a result of any reimbursements for the Code Section 4999 excise taxes. The amounts in the table are based on a Code Section 4999 excise tax rate of 20%, a federal income tax rate of 39.6%, a Medicare supplemental tax rate of 2.35% and a combined state and local tax rate of 4.07%. |
(4) | The accelerated stock option vesting amount for Mr. Gifford represents the difference between the closing stock price of |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
2013 | 2012 | 2014 | 2013 | |
Audit Fees | $7,161,000 | $6,992,000 | $7,858,000 | $7,161,000 |
Audit Related Fees | 753,000 | 41,000 | ||
Audit-Related Fees | 474,000 | 753,000 | ||
Tax Compliance Fees | 527,000 | 839,000 | 455,000 | 527,000 |
Tax Advisory Services Fees | 606,000 | 716,000 | 1,100,000 | 606,000 |
All Other Fees | 18,000 | 1,000 | 1,000 | 18,000 |
AUDIT COMMITTEE REPORT |
Jenne Britell, Chairperson Josef Müller Thomas Ralph Caesar Sweitzer | |
William Urkiel | |
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS |
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION |
PROPOSAL 4: APPROVAL OF THE 2015 ANNUAL INCENTIVE BONUS PLAN |
· | select employees to participate in the AIP; |
· | establish and administer the performance goals and the bonus opportunities applicable to each participant and certify whether the performance goals have been attained; |
· | construe and interpret the AIP and any agreement or instrument entered into under or in connection with the AIP; |
· | establish, amend, and waive rules and regulations for the AIP’s administration; and |
· | make all other determinations that may be necessary or advisable for the administration of the AIP. |
· | the performance goals applicable to each such participant (including, as the Committee or, if applicable, its delegate(s) deem advisable, threshold, target and maximum levels of performance); |
· | each participant’s target and, if applicable, threshold and maximum bonus opportunities; |
· | the method for computing the amounts of bonuses payable under the AIP to each participant if the applicable performance goals are attained in whole or in part; and |
· | whether bonuses with respect to a participant who is subject to Code Section 162(m) are intended to be Qualified Bonuses. |
· | Qualified Bonuses must be based solely on the attainment of one or more objective performance goals (as described below) and may not be based on subjective criteria. |
· | The maximum aggregate Qualified Bonuses that may be payable to any participant under the AIP in any fiscal year of the Company shall not exceed $5,000,000. |
· | The Committee may not retain any discretion to increase the amount of Qualified Bonuses that would otherwise be due upon attainment of the relevant performance goals; provided that the Committee may exercise negative discretion to reduce any amount that would otherwise be payable to a participant upon the attainment of performance goals. |
· | Payment of any Qualified Bonus is contingent upon the Committee’s certifying in writing that the performance goals and any other material terms applicable to such Qualified Bonus were in fact satisfied. |
· | stock price |
· | market share |
· | sales |
· | earnings per share |
· | diluted earnings per share |
· | diluted net income per share |
· | return on shareholder equity |
· | costs |
· | cash flow |
· | modified operating cash flow |
· | modified free cash flow |
· | economic profit |
· | return on total assets |
· | return on capital or invested capital |
· | return on net assets |
· | operating income |
· | net income or segment income |
· | earnings (or net income) before interest, taxes, depreciation and amortization |
· | improvements in capital structure |
· | gross, operating or other margins |
· | budget and expense management |
· | productivity ratios |
· | working capital targets |
· | average working capital |
· | enterprise value |
· | safety record |
· | completion of acquisitions or business expansion |
· | economic value added or other value added measurements |
· | expense targets |
· | operating efficiency |
· | regulatory body approvals for commercialization of products |
· | implementation or completion of critical projects or related milestones |
OTHER MATTERS |
WILLIAM T. GALLAGHER |
Senior Vice President, Secretary |
& General Counsel |
Philadelphia, Pennsylvania 19154 |
March 16, 2015 |
![]() | Shareowner Services |
P.O. Box 64945 | |
St. Paul, MN 55164-0945 |
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1. | Election of | 01 Jenne K. Britell | 05 Hans J. Löliger | 09 Caesar F. Sweitzer | □ | Vote FOR | □ | Vote WITHHELD |
directors: | 02 John W. Conway | 06 James H. Miller | 10 Jim L. Turner | all nominees | from all nominees | |||
03 Arnold W. Donald | 07 Josef M. Müller | 11 William S. Urkiel | (except as marked) | |||||
04 William G. Little | 08 Thomas A. Ralph |
(Instructions: To withhold authority to vote for any indicated nominee(s), write the number(s) of the nominee(s) in the box provided to the right.) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2. | Ratification of the appointment of independent auditors for the fiscal year ending December 31, 2015. | □ | For | □ | Against | □ | Abstain | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ITEMS 1 THROUGH 4.
CROWN HOLDINGS, INC. The 2015 Annual Meeting of Shareholders will be held on April 23, 2015 at 9:00 a.m. at the headquarters of the Company’s Mexican subsidiary: Fábricas Monterrey S.A. de C.V. Ave. Alfonso Reyes 2239 Nte. Col. 15 de Mayo Monterrey, N.L. CP 64450 Mexico Copies of the following materials are available at http://www.crowncork.com/investors/proxy-online • the Proxy Statement relating to the Annual Meeting of Shareholders • this Proxy Card • the Annual Report to Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154-4599 | PROXY |
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