CROWN HOLDINGS, INC.
For the period ended May 1, 2025. Filed Mar 24, 2025.
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May 1, 2025 · Filed Mar 24, 2025
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.
The Company notes the following outcomes for the performance-based components of its compensation program for its NEOs:
| o | Based on the Company’s performance for the measurement period related to the vesting of performance-based shares in 2025, the Company’s NEOs, including the CEO, received 0% of the TSR-based awards and ROIC-based awards that were 30% below target. |
| o | In 2024, TSR-based awards vested at 54.4% below target and ROIC-based awards vested at 100% above target. |
| o | NEOs forfeited 100% of the performance share vestings in two of the last ten years and did not achieve a maximum vesting in any year in that period. |
| o | For 2024, based on the Company’s over-performance on the MOCF and economic profit components of the annual incentive bonus, corporate-level NEOs (including the CEO) received bonuses that were 100% above target. |
| o | The Company’s corporate-level NEOs received annual incentive bonuses for 2023 that were 52.5% above target and for 2022 that were 63.5% below target. |
The Company views these outcomes as demonstrative of the Company’s “pay-for-performance” philosophy.
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