CROWN HOLDINGS, INC.
For the period ended Apr 30, 2026. Filed Mar 23, 2026.
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Apr 30, 2026 · Filed Mar 23, 2026
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 2026, the Company’s NEOs, including the CEO, received TSR-based awards that were 99% above target and received ROIC-based awards that were 20% above target. |
| o | In 2025, the NEOs forfeited 100% of the TSR-based awards and 30% of the ROIC-based awards made in 2022. |
| o | Over the last ten years, aggregate performance share vestings have ranged from 0% of target to 165% of target in accordance with the outcome of the relevant objective metrics, with the average annual aggregate payout over the period at 107%. |
| o | For 2025, 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 2024 that were 100% above target and for 2023 that were 52.5% above target. |
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