Form 4: Crown Holdings CFO Kevin Clothier Reports Stock Transactions Following Vesting of Restricted Shares

Crown Holdings' CFO, Kevin Clothier, reported the acquisition of restricted stock and subsequent transactions for tax withholding and a small number of shares held in a 401k plan.

Summary

• Kevin Clothier, the Senior Vice President and CFO of Crown Holdings, Inc., filed a Form 4 detailing changes in his beneficial ownership of company stock.
• On January 3, 2025, Mr. Clothier was granted 24,530 shares of restricted common stock under the company's 2022 Stock-Based Compensation Plan.
• These restricted shares include 8,457 time-vested shares that will vest in three equal installments on January 5, 2026, January 4, 2027, and January 3, 2028.
• Additionally, 7,515 performance-based restricted shares are targeted to vest on January 3, 2028, based on the company's Total Shareholder Return compared to a peer group, with the final number varying from 0 to 15,030 shares.
• A further 8,558 performance-based restricted shares are targeted to vest on January 3, 2028, based on the company's Return on Invested Capital compared to a target, with the final number varying from 0 to 8,558 shares.
• On January 6, 2025, 2,072 shares were transferred to the company for tax withholding related to the vesting of restricted stock at a price of $80.11 per share.
• Also on January 6, 2025, 3,223 shares were disposed of.
• As of December 31, 2024, Mr. Clothier held 360 shares of Crown Holdings common stock through the company's 401(k) plan.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices and stock transactions, which are generally viewed neutrally to positively. The vesting of shares is a positive sign of alignment with company performance.

Positives

• The grant of 24,530 restricted shares to the CFO aligns his interests with the company's long-term performance.
• The vesting schedule of the restricted shares encourages long-term value creation and retention of the CFO.
• The performance-based vesting criteria based on Total Shareholder Return and Return on Invested Capital incentivize the CFO to achieve specific financial goals.

Negatives

• The transfer of 2,072 shares for tax withholding resulted in a reduction of the CFO's direct shareholdings.
• The disposal of 3,223 shares further reduced the CFO's direct shareholdings.

Risks

• The performance-based restricted shares are subject to variability, with the final number of shares vesting dependent on the company's performance against specific targets.
• If the company does not meet the performance targets, the CFO may not receive the full amount of performance-based restricted shares.

Future Outlook

The document outlines the vesting schedule for restricted stock, indicating future potential share ownership for the CFO based on time and performance criteria.

Management Comments

• The Reporting Person was granted 24,530 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan.

Industry Context

This filing is a routine disclosure of stock transactions by a company executive, which is common practice in publicly traded companies. It reflects the standard compensation practices of using equity to align executive interests with shareholder value.

Comparison to Industry Standards

• The use of restricted stock and performance-based vesting is a common practice among publicly traded companies to incentivize executives.
• Many companies in the packaging industry, such as Ball Corporation and Amcor, also utilize similar stock-based compensation plans for their executives.
• The vesting schedules and performance metrics used by Crown Holdings are generally in line with industry standards for executive compensation.

Stakeholder Impact

• Shareholders may view the vesting of restricted stock as a positive sign of alignment between management and shareholder interests.
• The vesting of performance-based shares incentivizes the CFO to focus on achieving company performance targets, which could benefit shareholders.

Next Steps

• The CFO will continue to hold the remaining restricted shares, subject to the vesting schedule.
• The company's performance will determine the final number of performance-based shares that will vest on January 3, 2028.

Key Dates

Keywords

Form 4, Beneficial Ownership, Restricted Stock, Stock-Based Compensation, Vesting, Performance-Based Shares, Total Shareholder Return, Return on Invested Capital, Tax Withholding, 401k