CROWN HOLDINGS INC
For the period ended May 2, 2024. Filed Mar 25, 2024.
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May 2, 2024 · Filed Mar 25, 2024
Contents
Pay-for-Performance Alignment – Performance-Based Compensation
The Company has developed an executive compensation program that is ownership-oriented and that rewards the attainment of specific annual and long-term goals that will result in improvement in shareholder value. Approximately two-thirds of our NEOs’ share awards are performance-based. Vesting is based on two performance metrics: the Company’s relative total shareholder return (“TSR”) against a published index of company peers (the Dow Jones U.S. Containers & Packaging Index) and the Company’s return on invested capital (“ROIC”). Annual incentive bonuses are also based on two performance metrics: the Company’s modified operating cash flow (“MOCF”) and its economic profit.
Based on the Company’s performance for the measurement period related to the vesting of performance-based shares in 2024, the Company’s NEOs, including the CEO, received TSR-based awards that were 54.4% below target and ROIC-based awards that were 100% above target. For 2023, based on the Company’s over-performance on the MOCF component and under-performance on the economic profit component of the annual incentive bonus, corporate-level NEOs (including the CEO) received bonuses that were 52.5% above target. The Company’s corporate-level NEOs received annual incentive bonuses for 2022 that were 63.5% below target level and NEOs have forfeited 100% of their performance share vestings for two years out of the last ten. The Committee views these outcomes as demonstrative of the Company’s “pay-for-performance” philosophy.
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