Form 4: Crown Holdings Executive Receives Significant Restricted Stock Grant

Gavin Gary M, President of the Americas Division at Crown Holdings, Inc. (CCK), was granted 1,216 shares of restricted common stock as part of the company's 2022 Stock-Based Compensation Plan.

Summary

• Gavin Gary M, President Americas Division of Crown Holdings, Inc. (CCK), was granted 1,216 shares of Restricted Common Stock on July 1, 2025, under the company's 2022 Stock-Based Compensation Plan.
• The grant includes 463 time-vested restricted shares, which will vest over a three-year period: 155 shares on August 3, 2026, and 154 shares on January 4, 2027, and January 3, 2028, respectively.
• An additional 286 performance-based restricted shares are targeted to vest on January 3, 2028, contingent on the company's Total Shareholder Return (TSR) performance against a defined peer group, with the final vested amount ranging from 0% to 200% of the target.
• Furthermore, 467 performance-based restricted shares are targeted to vest on January 3, 2028, based on the company's Return on Invested Capital (ROIC) achievement compared to a set target, with the final vested amount ranging from 0% to 100% of the target.
• Following this transaction, Gavin Gary M beneficially owns 26,216 shares of common stock.

Sentiment

Score: 7

Explanation: The document reports a standard executive compensation event (restricted stock grant). This is generally positive as it aligns executive interests with long-term company performance and shareholder value, indicating a commitment to retaining key talent. There are no negative financial implications for the company reported in this specific filing.

Positives

• The grant of restricted stock aligns the executive's long-term interests with those of the shareholders, particularly through performance-based vesting tied to Total Shareholder Return and Return on Invested Capital.
• This compensation structure serves as an incentive for the executive to drive company performance and shareholder value.

Risks

• The performance-based components of the restricted stock grant mean that the executive's full compensation from these shares is contingent on the company meeting specific TSR and ROIC targets, introducing a risk of lower payout if targets are not achieved.

Future Outlook

The vesting schedules for the restricted shares extend through January 2028, indicating a long-term incentive structure designed to retain the executive and align their performance with the company's strategic goals over several years.

Industry Context

The grant of restricted stock, including both time-based and performance-based components tied to metrics like Total Shareholder Return and Return on Invested Capital, is a common and widely accepted practice for executive compensation in publicly traded companies across various industries. This structure is designed to incentivize long-term performance and align management interests with shareholder value creation.

Comparison to Industry Standards

• The use of restricted stock, particularly with a mix of time-based and performance-based vesting (TSR and ROIC), is a standard and prevalent form of executive compensation in large, publicly traded corporations globally.
• While the specific number of shares granted is unique to this executive and company, the underlying compensation mechanisms are consistent with best practices aimed at fostering long-term executive retention and performance alignment.

Stakeholder Impact

• Shareholders: The performance-based vesting conditions for a significant portion of the grant directly link the executive's compensation to the company's Total Shareholder Return and Return on Invested Capital, thereby aligning the executive's financial incentives with long-term shareholder value creation.
• Employees: The grant to a senior executive may signal stability and a commitment to long-term strategic goals within the company.

Next Steps

• Vesting of 155 time-vested restricted shares on August 3, 2026.
• Vesting of 154 time-vested restricted shares on January 4, 2027.
• Vesting of 154 time-vested restricted shares on January 3, 2028.
• Targeted vesting of 286 performance-based restricted shares (TSR) on January 3, 2028, subject to performance conditions.
• Targeted vesting of 467 performance-based restricted shares (ROIC) on January 3, 2028, subject to performance conditions.

Key Dates

Keywords

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