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

John M. Rost, President of Asia Pacific Division at Crown Holdings, Inc., was granted 2,910 shares of restricted common stock, vesting based on time and performance metrics.

Summary

• John M. Rost, President Asia Pacific Division of Crown Holdings, Inc. (CCK), was granted 2,910 shares of common stock on July 1, 2025.
• The shares were granted under the 2022 Stock-Based Compensation Plan at a price of $0 per share, indicating a restricted stock grant.
• Following this transaction, Mr. Rost directly beneficially owns 9,210 shares of common stock and indirectly owns 264 shares through a 401(k) Plan.
• Of the granted shares, 1,107 are time-vested restricted shares, vesting in three equal installments of 369 shares on August 3, 2026, January 4, 2027, and January 3, 2028.
• An additional 685 shares are performance-based restricted shares, targeted to vest on January 3, 2028, contingent on the Company's Total Shareholder Return (TSR) compared to a defined peer group, with vesting ranging from 0% to 200% of the target.
• Another 1,118 shares are performance-based restricted shares, targeted to vest on January 3, 2028, based on the Company's Return on Invested Capital (ROIC) achievement against a target, with vesting ranging from 0% to 100% of the target.

Sentiment

Score: 6

Explanation: The grant of restricted stock to a key executive is a positive for aligning management incentives with shareholder interests, but it's a routine compensation event and not indicative of significant new financial performance or strategic shifts.

Positives

• The grant of restricted stock aligns the executive's interests with long-term shareholder value through time-based and performance-based vesting conditions.
• Performance-based vesting tied to Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) incentivizes management to achieve specific financial and market-based goals.

Future Outlook

The future vesting of 2,910 restricted shares for John M. Rost is contingent on both time-based schedules extending to January 2028 and the achievement of specific performance targets related to the Company's Total Shareholder Return against peers and Return on Invested Capital by January 3, 2028.

Industry Context

This transaction represents a standard executive compensation practice within the corporate sector, aiming to align management incentives with long-term shareholder value creation. Such grants are common across various industries, including manufacturing and packaging, where companies seek to retain key talent and drive performance.

Comparison to Industry Standards

• The use of both time-based and performance-based restricted stock units, particularly those tied to Total Shareholder Return (TSR) relative to a peer group and Return on Invested Capital (ROIC, is a common and well-regarded practice in executive compensation across industries.
• This structure is consistent with best practices observed in large publicly traded companies, including those in the packaging and industrial sectors, as it directly links executive rewards to both market performance and operational efficiency.
• Specific comparable companies or projects are not detailed in this filing, but the compensation structure aligns with general industry benchmarks for executive incentive plans.

Stakeholder Impact

• Shareholders: Potential positive impact due to increased alignment of executive incentives with long-term shareholder value creation through performance-based vesting.
• Management: Direct positive impact for John M. Rost through the grant of equity compensation.

Next Steps

• Vesting of 369 time-vested restricted shares on August 3, 2026.
• Vesting of 369 time-vested restricted shares on January 4, 2027.
• Vesting of 369 time-vested restricted shares on January 3, 2028.
• Targeted vesting of 685 performance-based restricted shares (TSR) on January 3, 2028, contingent on company performance.
• Targeted vesting of 1,118 performance-based restricted shares (ROIC) on January 3, 2028, contingent on company performance.

Key Dates

Keywords

Crown Holdings, CCK, Form 4, Restricted Stock, Stock Grant, Executive Compensation, Performance-Based Vesting, Time-Based Vesting, Total Shareholder Return, Return on Invested Capital, Insider Transaction