Form 4: Crown Holdings Executive Receives Performance-Based Restricted Stock Grant

Crown Holdings, Inc.'s EVP & COO, Djalma Novaes Jr., was granted 2,082 shares of restricted common stock, with significant portions tied to future company performance metrics.

Summary

• EVP & COO Djalma Novaes Jr. of Crown Holdings, Inc. (CCK) was granted 2,082 shares of Restricted Common Stock on July 1, 2025.
• The grant was made under the company's 2022 Stock-Based Compensation Plan at a price of $0 per share.
• Following this transaction, the reporting person's beneficial ownership stands at 116,595 shares.
• Of the granted shares, 792 are time-vested restricted shares, with 264 shares vesting on August 3, 2026, 264 shares on January 4, 2027, and the remaining 264 shares on January 3, 2028.
• An additional 490 shares are performance-based restricted shares, targeted to vest on January 3, 2028, contingent on the Company's Total Shareholder Return (TSR) versus a defined peer group, with the final vested amount ranging from 0% to 200% of the target.
• Furthermore, 800 shares are performance-based restricted shares, also targeted to vest on January 3, 2028, based on the Return on Invested Capital (ROIC) achieved by the Company compared to a specific ROIC target, with the final vested amount ranging from 0% to 800 shares.

Sentiment

Score: 7

Explanation: The document reports a routine executive compensation grant, which is generally positive as it aligns executive incentives with shareholder interests through performance-based vesting. There are no negative surprises or adverse events reported, indicating a stable and expected corporate action.

Positives

• The grant of restricted stock, particularly with performance-based vesting, directly aligns the executive's financial interests with the long-term performance and shareholder value creation of Crown Holdings.
• The inclusion of Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) as vesting conditions incentivizes the executive to drive both market-based and operational efficiency improvements.
• The multi-year vesting schedule for time-vested shares promotes executive retention and continuity in leadership.

Negatives

• No direct negatives are indicated by this routine executive compensation disclosure.

Risks

• The actual number of performance-based shares that will vest could be significantly lower than the target, or even zero, if Crown Holdings does not meet its specified Total Shareholder Return or Return on Invested Capital targets by January 3, 2028.

Future Outlook

The future vesting of a significant portion of the granted restricted shares is directly tied to Crown Holdings' performance in Total Shareholder Return against peers and its Return on Invested Capital, indicating a clear forward-looking emphasis on these key financial and market metrics through January 2028.

Management Comments

• The Reporting Person was granted 2,082 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan.
• 792 time-vested restricted shares vest over a three year period.
• 490 performance-based restricted shares are targeted to vest on January 3, 2028 based on the Company's Total Shareholder Return versus a defined peer group of companies, with the final number of performance-based vested shares varying from 0 to 200% of 490.
• 800 performance-based restricted shares are targeted to vest on January 3, 2028 based on the Return on Invested Capital achieved by the Company compared to the ROIC target, with the final number of performance-based vested shares varying from 0 to 800.

Industry Context

This executive compensation grant is consistent with common practices in the global packaging and manufacturing industry, where companies frequently utilize equity-based incentives to align the interests of senior management with long-term shareholder value. The use of both market-based (TSR) and operational (ROIC) performance metrics reflects a balanced approach to executive motivation, prevalent among industry leaders.

Comparison to Industry Standards

• The structure of granting restricted stock units (RSUs) with a combination of time-based and performance-based vesting is a standard practice for executive compensation in large industrial companies, comparable to compensation plans at peers such as Ball Corporation (BLL) or Ardagh Group S.A. (ARD).
• The inclusion of Total Shareholder Return (TSR) relative to a defined peer group is a widely adopted market-based performance metric in executive long-term incentive plans across various sectors, including packaging, to ensure alignment with competitive market performance.
• Return on Invested Capital (ROIC) is a critical operational efficiency metric commonly used in capital-intensive industries like packaging to assess how effectively a company generates profits from its invested capital, making its inclusion in this plan consistent with best practices for driving internal performance.

Corporate Governance

Related Party Transactions

• Grant of 2,082 shares of restricted common stock to Djalma Novaes Jr., an Executive Vice President and Chief Operating Officer of Crown Holdings, Inc., as part of his compensation package.

Stakeholder Impact

• Shareholders: Positive impact as executive compensation is directly linked to company performance metrics (Total Shareholder Return and Return on Invested Capital), fostering alignment between management and shareholder interests.
• Employees: No direct impact on the broader employee base is indicated by this executive-specific compensation disclosure.

Next Steps

• Vesting of 264 time-vested restricted shares on August 3, 2026.
• Vesting of 264 time-vested restricted shares on January 4, 2027.
• Vesting of 264 time-vested restricted shares on January 3, 2028.
• Evaluation and potential vesting of 490 performance-based restricted shares (TSR-based) on January 3, 2028, based on company performance.
• Evaluation and potential vesting of 800 performance-based restricted shares (ROIC-based) on January 3, 2028, based on company performance.

Key Dates

Keywords

Crown Holdings, CCK, Restricted Stock, Executive Compensation, Stock-Based Compensation Plan, Form 4, SEC Filing, Djalma Novaes Jr, Total Shareholder Return, Return on Invested Capital