Form 4: Crown Holdings Executive Gains Shares, New Grant

Crown Holdings' President of Transit Packaging, Matt Madeksza, reported the vesting of performance-based shares and a new restricted stock grant.

Summary

• Matt Madeksza, President Transit Packaging at Crown Holdings, Inc. (CCK), reported several stock transactions on January 5, 2026.
• Acquired 3,168 shares of common stock due to the vesting of performance-based restricted stock. This payout was 199% of the target 3,200 shares, based on the company's Total Shareholder Return (TSR) against a defined peer group.
• Disposed of 2,737 shares of common stock at a price of $105.74 per share for tax withholding in connection with the restricted stock vesting.
• Acquired a new grant of 11,069 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan.
• The new grant includes 3,811 time-vested restricted shares, 3,405 performance-based restricted shares (TSR-based), and 3,853 performance-based restricted shares (Return on Invested Capital ROIC based).
• Following these transactions, Madeksza beneficially owns 52,802 shares of common stock directly.

Sentiment

Score: 7

Explanation: The filing indicates successful achievement of performance targets for executive compensation, leading to a significant payout of performance-based shares. This suggests strong past performance relative to peers. The new grant further aligns executive incentives with future company performance, contributing to a generally positive sentiment regarding executive motivation and company performance.

Positives

• Vesting of 3,168 performance-based shares at a 199% payout indicates strong company performance against Total Shareholder Return targets.
• The grant of 11,069 new restricted shares aligns executive incentives with long-term shareholder value creation through both time-based and performance-based vesting conditions.

Negatives

• Disposition of 2,737 shares for tax withholding, while a standard practice, reduces the executive's direct shareholding.

Risks

• Performance-based vesting introduces variability in executive compensation, tied to company performance metrics like Total Shareholder Return and Return on Invested Capital, which may not always be achieved at target levels.

Future Outlook

Future compensation for the executive includes additional time-vested restricted shares vesting annually through January 2029, and performance-based restricted shares targeted to vest on January 3, 2029, contingent on the company's Total Shareholder Return and Return on Invested Capital performance against defined targets.

Industry Context

This filing reflects standard executive compensation practices within the manufacturing and packaging industry, where long-term incentives often include performance-based restricted stock tied to metrics like Total Shareholder Return and Return on Invested Capital to align executive interests with shareholder value creation.

Stakeholder Impact

• Shareholders: The successful vesting of performance shares at a high payout percentage suggests strong company performance against targets, which is generally positive for shareholder value. The new grant aligns executive incentives with long-term shareholder interests.
• Employees (Executive): The reporting person's compensation package is enhanced through the vesting of performance shares and a new restricted stock grant, reflecting achievement of performance metrics and providing future incentives.

Next Steps

• Vesting of 1,271 time-vested restricted shares on January 5, 2027.
• Vesting of 1,270 time-vested restricted shares on January 3, 2028.
• Vesting of 1,270 time-vested restricted shares on January 3, 2029.
• Target vesting of 3,405 performance-based restricted shares (TSR-based) on January 3, 2029.
• Target vesting of 3,853 performance-based restricted shares (ROIC-based) on January 3, 2029.

Key Dates

Keywords

Crown Holdings, CCK, Form 4, Insider Transaction, Executive Compensation, Restricted Stock, Performance Shares, Stock Vesting, Matt Madeksza, Transit Packaging