Form 4: Crown Holdings Executive Receives Performance Shares

Crown Holdings' SVP, General Counsel & Secretary, Adam J. Dickstein, reported the vesting of performance-based restricted stock and a new grant, increasing his beneficial ownership.

Summary

• Adam J. Dickstein, SVP, General Counsel & Secretary of Crown Holdings, Inc. (CCK), reported changes in his beneficial ownership.
• He acquired 4,056 performance-based restricted common shares that vested on January 5, 2026. These shares were originally granted on January 5, 2023, based on the company's Total Shareholder Return (TSR) against a defined peer group, achieving a 199% payout.
• He disposed of 4,313 shares on January 5, 2026, for tax withholding in connection with the vesting of restricted stock, at a price of $105.74 per share.
• He was granted 12,300 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan on January 5, 2026.
• Following these transactions, his direct beneficial ownership increased to 68,253 common shares.

Sentiment

Score: 7

Explanation: The filing indicates successful achievement of performance targets for previously granted shares and a new grant of restricted stock, which are positive for executive compensation and retention. The disposition for tax withholding is a neutral, routine event.

Positives

• Adam J. Dickstein received 4,056 performance-based shares due to the company achieving a 199% payout based on Total Shareholder Return (TSR) against a defined peer group, indicating strong performance.
• The grant of 12,300 new restricted common shares indicates continued incentive and alignment of executive performance with company goals.

Negatives

• Disposition of 4,313 shares for tax withholding reduces the immediate beneficial ownership, though this is a standard practice for restricted stock vesting.

Future Outlook

The newly granted 12,300 restricted shares will vest over a period extending to January 3, 2029. This includes time-vested shares (1,412 on January 5, 2027; 1,412 on January 3, 2028; 1,411 on January 3, 2029) and performance-based shares targeted to vest on January 3, 2029, based on Total Shareholder Return (3,783 target) and Return on Invested Capital (4,282 target).

Industry Context

This filing reflects a standard executive compensation practice involving restricted stock units (RSUs) and performance share units (PSUs), common across many industries to align executive incentives with shareholder value and company performance. The use of Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) as performance metrics is a widely adopted best practice in corporate governance.

Comparison to Industry Standards

• The use of performance-based restricted stock tied to Total Shareholder Return (TSR) against a peer group is a common and well-regarded practice in executive compensation, aligning executive incentives with long-term shareholder value creation. Many S&P 500 companies, such as PepsiCo or Johnson & Johnson, utilize similar TSR-based performance metrics for their executive compensation plans.
• The inclusion of Return on Invested Capital (ROIC) as another performance metric for a portion of the restricted shares is also a strong indicator of a focus on efficient capital allocation and operational performance, a metric often seen in capital-intensive industries or companies like Caterpillar or ExxonMobil.
• The vesting schedule, with a mix of time-based and performance-based vesting over multiple years, is consistent with industry standards designed to promote executive retention and sustained performance.

Stakeholder Impact

• Shareholders: The executive compensation structure, including performance-based shares, aims to align management's interests with shareholder value creation. The achievement of a 199% TSR payout suggests strong past performance relative to peers.
• Employees: The compensation structure for a senior executive may reflect broader compensation philosophies within the company.

Next Steps

• Future vesting of 1,412 time-vested restricted shares on January 5, 2027.
• Future vesting of 1,412 time-vested restricted shares on January 3, 2028.
• Future vesting of 1,411 time-vested restricted shares on January 3, 2029.
• Future vesting of 3,783 target performance-based restricted shares (TSR) on January 3, 2029.
• Future vesting of 4,282 target performance-based restricted shares (ROIC) on January 3, 2029.

Key Dates

Recommendation

This Form 4 details routine executive compensation activities, including the vesting of performance-based shares and a new restricted stock grant. While the achievement of a 199% TSR payout is positive, these transactions are standard and do not provide new fundamental information that would warrant a change in investment thesis. The stock's performance should be evaluated based on broader financial results and strategic outlook, not these typical insider compensation disclosures.

Keywords

Crown Holdings, CCK, Form 4, Insider Trading, Restricted Stock, Performance Shares, Executive Compensation, Adam J. Dickstein, Total Shareholder Return, Return on Invested Capital