UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant ☐
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☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
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SEALED AIR CORPORATION
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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April 9, 2020
14, 2022
Dear Fellow Stockholder:
It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Sealed Air Corporation to be held on Thursday, May 21, 2020,26, 2022, at 10:8:00 a.m., Eastern daylight time. This year’s Annual Meeting will again be a “virtual meeting” conducted via live audio webcast.webcast to facilitate broad stockholder attendance and equal participation, from any location around the world, at no cost. Each stockholder will be able to participate in the Annual Meeting by accessing a live webcast at www.virtualshareholdermeeting.com/SEE2020SEE2022 and entering the 16-digit control number included on the stockholder’s Notice of Internet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and submit questions via the Internet during the meeting by participating in the webcast.
By conducting the Annual Meeting via live audio webcast, we are embracing the latest technology to provide expanded access and improved communication for our stockholders. As we have learned, hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world.
During the Annual Meeting, stockholders will be asked to elect the entire Board of Directors and to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2020.2022. We also will be asking stockholders to approve, by an advisory vote, our 20192021 executive compensation as disclosed in the Proxy Statement for the Annual Meeting. These matters are important, and we urge you to vote in favor of the election of each of the director nominees, the ratification of the appointment of our independent auditor, and the approval of our 20192021 executive compensation.
We are again furnishing proxy materials to our stockholders over the Internet. This e-proxy process expedites stockholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of the Annual Meeting. Today we sent to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 20192021 Annual Report to Stockholders, as well as how to vote via the Internet. Other stockholders will receive copies of the Proxy Statement, a proxy card and the 20192021 Annual Report by mail or e-mail.
It is important that you vote your shares of common stock at the virtual meeting or by proxy, regardless of the number of shares you own. You will find the instructions for voting on your Notice of Internet Availability of Proxy Materials or proxy card. We appreciate your prompt attention.
The Board of Directors invites you to participate in the Annual Meeting so that management can discuss business trends with you, listen to your suggestions and answer your questions. Thank you for your continuing support, and we look forward to joining you at Sealed Air’s 20202022 Annual Meeting.
Sincerely,
Edward (Ted) L. Doheny II |
Notice of Annual Meeting of Stockholders
Sealed Air Corporation, a Delaware corporation (“Sealed Air”), will hold its Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2020,26, 2022, at 10:8:00 a.m., Eastern daylight time. The Annual Meeting will again be conducted as a virtual meeting via live audio webcast. Each stockholder may participate in the Annual Meeting, including casting votes and submitting questions, by accessing the live audio webcast at www.virtualshareholdermeeting.com/SEE2020SEE2022 and then using the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card being delivered to the stockholder. Online check-in to the Annual Meeting webcast will begin at 9:7:45 a.m., Eastern daylight time, and stockholders are encouraged to allow ample time to log in to the meeting webcast and test their computer audio system. There will be no physical location for the Annual Meeting.
The purposes for the Annual Meeting are to consider and vote upon:
1. | Election of each of the following nominees as Directors: |
Elizabeth M. Adefioye | Zubaid Ahmad | Françoise Colpron | |||
Edward L. Doheny II |
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Henry R. Keizer |
| Harry A. Lawton III | |||
| Suzanne B. Rowland | Jerry R. Whitaker |
2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Sealed Air’s independent auditor for the year ending December 31, |
3. | Approval, as an advisory vote, of |
4. | Such other matters as properly come before the Annual Meeting |
The Board of Directors has fixed the close of business on March 23, 202028, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. Sealed Air is making available or mailing its 20192021 Annual Report to Stockholders to all stockholders of record as of the record date. Additional copies of the 20192021 Annual Report are available upon written request to the Corporate Secretary at Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208.
Because it is important that as many stockholders as possible be represented at the Annual Meeting, stockholders should review the attached Proxy Statement promptly and carefully and then vote. A stockholder may vote by following the instructions for voting set forth on the Notice of Internet Availability of Proxy Materials or proxy card. A stockholder who receives a paper copy of the proxy card by mail will also receive a postage-paid, addressed envelope that can be used to return the completed proxy card. A stockholder who joins the Annual Meeting may vote electronically at the Annual Meeting.
Sealed Air will maintain a list of stockholders of record as of the record date at Sealed Air’s corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina, for a period of ten days prior to the Annual Meeting.
On behalf of the Board of Directors,
Angel S. Willis
Vice President, General Counsel and Secretary
Charlotte, North Carolina
April 9, 202014, 2022
Important Notice Regarding Availability of Proxy Materials for Annual Meeting on May Sealed Air’s Notice of Annual Meeting of Stockholders, Proxy Statement and to Stockholders are available at https://ir.sealedair.com/reports-filings/annual-meeting. |
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Proxy Statement dated April 9, 20202020 Annual Meeting of Stockholders
Sealed Air Corporation, a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its Board of Directors of proxies to be voted at its 2020 Annual Meeting of Stockholders and any adjournments. Sealed Air Corporation is providing these materials to the holders of record of its common stock, par value $0.10 per share, as of the close of business on March 23, 2020 and is first making available or mailing the materials on or about April 9, 2020.
The Annual Meeting is scheduled to be held by webcast as follows:
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Your vote is important. Please see the detailed information that follows.
Contents
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This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References in this Proxy Statement to “Sealed Air,” and to “we,” “us,” “our” and similar terms, refer to Sealed Air Corporation.
Annual Meeting of Stockholders
Annual Meeting Agenda
How to Cast Your Vote
You can vote by any of the following methods:
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If you participate in our 401(k) and Profit-Sharing Plan, you may use the proxy card to provide voting instructions to Fidelity Management Trust Company, as trustee, and your completed, signed card must be delivered to the trustee by 11:59 p.m., Eastern daylight time, on May 18, 2020.
Proposal 1. Election of Directors
Nominees
We are asking stockholders to elect the following nine director nominees. Michael P. Doss and Suzanne B. Rowland have been nominated by the Board for initial election to the Board of Directors. Each of the other nominees currently serves as a director of Sealed Air. Information in the table is as of April 9, 2020.
Name | Age | Director Since | Occupation | Experience/ Qualifications | Independent | Committee Memberships | Other U.S. Public Co. or Registered Investment Co. Boards |
Françoise Colpron | 49 | 2019 | Group President, North America of Valeo SA | ● Global ● Manufacturing and Operations ● Legal and Regulatory | Yes | ● Audit ● Organization and Compensation | |
Edward L. Doheny II | 57 | 2017 | President and CEO of Sealed Air | ● Leadership ● Global ● Industry | No | ● Eastman Chemical Company | |
Michael P. Doss | 53 | – | President and CEO of Graphic Packaging Holding Company | ● Finance ● Industry ● Manufacturing and Operations | Yes | ● Graphic Packaging Holding Company | |
Henry R. Keizer | 63 | 2016 | Chairman of Hertz Global Holdings, Inc. | ● Leadership ● Finance ● Industry | Yes | ● Audit (Chair) ● Nominating and Corporate Governance | ● Multi-Asset BlackRock Funds Complex ● Hertz Global Holdings, Inc. ● WABCO Holdings Inc. |
Jacqueline B. Kosecoff | 70 | 2005 | Managing Partner of Moriah Partners, LLC Senior Advisor to Warburg Pincus | ● Leadership ● Industry ● Global | Yes | ● Nominating and Corporate Governance ● Organization and Compensation (Chair) | ● Houlihan Lokey, Inc. ● STERIS Corporation |
Harry A. Lawton III | 45 | 2019 | President and CEO of Tractor Supply Company | ● Leadership ● Information Technology ● Marketing and Sales | Yes | ● Organization and Compensation | ● Tractor Supply Company |
Neil Lustig | 58 | 2015 | President and CEO of GAN Integrity Inc. | ● Leadership ● Innovation ● Industry | Yes | ● Audit ● Nominating and Corporate Governance | |
Suzanne B. Rowland | 58 | – | Retired Group Vice President, Industrial Specialties, of Ashland Global Holdings, Inc. | ● Leadership ● Manufacturing and Operations ● Strategic Planning | Yes | ● L.B. Foster Company ● SPX FLOW, Inc. | |
Jerry R. Whitaker | 69 | 2012 | Retired President of Electrical Sector-Americas, Eaton Corporation | ● Leadership ● Global ● Finance
| Yes | ● Chairman of the Board ● Ex Officio, Non-Voting Member of Audit, Nominating and Corporate Governance, and Organization and Compensation Committees | ● Matthews International Corporation |
Proposal 2. Ratification of Appointment of Independent Auditor for 2020
We are asking stockholders to ratify the Audit Committee’s retention of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditor to examine and report on our consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending December 31, 2020.
Proposal 3. Approval of 2019 Executive Compensation on an Advisory Basis
We are asking for stockholder approval, on an advisory basis in accordance with Securities and Exchange Commission, or SEC, rules, of the 2019 compensation of our “named executive officers” as disclosed under “Executive Compensation” in this Proxy Statement, including the disclosures set forth thereunder in “—Compensation Discussion and Analysis” and the compensation tables and related narrative discussion.
2019 Executive Total Target Direct Compensation Mix
* “Performance-Based” means AIP + PSU
Key Elements of our Executive Compensation Program
The following table summarizes the main components of our executive compensation program for our named executive officers.
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Key Compensation Policies and Practices
The Compensation Committee believes that our executive compensation program follows best practices aligned to long-term stockholder interests, as summarized below:
Participation in the Virtual Annual Meeting
Date and Online | Virtual Meeting Webcast Address www.virtualshareholdermeeting.com/SEE2022 |
The Board of Directors considers the appropriate format of our annual meeting of stockholders on an annual basis. This year the Board again chose a virtual meeting format for the Annual Meeting in an effort to facilitate broad stockholder attendance and equal participation, by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. The virtual meeting format will allow our stockholders to engage with us at the Annual Meeting from any geographic location, using any convenient internet-connected devices, including smart phones and tablets, as well as laptop or desktop computers. We will be able to engage with all stockholders as opposed to just those who can afford to travel to an in-person meeting. The virtual format allows stockholders to submit questions and comments during the meeting.
The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders. To ensure they can participate, stockholders and proxyholders should visit www.virtualshareholdermeeting.com/SEE2020SEE2022and enter the 16-digit control number included on their Notice of Internet Availability of Proxy Materials or proxy card. If you wish to participate in the meeting and your shares are held in street name, you must obtain, from the broker, bank or other organization that holds your shares, the information required, including a 16-digit control number, in order for you to be able to participate in, and vote at, the Annual Meeting.
If you have any questions or concerns regarding meeting access or procedures prior to the Annual Meeting, please call: 1-704-503-8841 or send emails to investor.relations@sealedair.com.
| If you have any questions or concerns regarding meeting access or procedures prior to the Annual Meeting, please call: 1-704-503-8841 or send emails to investor.relations@sealedair.com. For technical support during the check in or at meeting time, please call: 1-844-986-0822 (toll-free) or 1-303-562-9302 (toll line). |
Stockholders can vote their shares and submit questions via the Internet during the Annual Meeting by accessing the annual meeting website at www.virtualshareholdermeeting.com/SEE2020SEE2022. We will answer any timely submitted questions on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Following adjournment of the formal business of the Annual Meeting, we will address appropriate general questions from stockholders regarding Sealed Air in the order in which the questions are received. All questions received during the Annual Meeting will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data protection issues and we may edit profanity or other inappropriate language. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the Annual Meeting can be found in our 20202022 Annual Meeting Rules of Conduct and Procedure, available at www.virtualshareholdermeeting.com/SEE2020SEE2022.
Sealed Air Corporation 2415 Cascade Pointe Boulevard Charlotte, North Carolina 28208 |
Proxy Statement Dated April 14, 2022
Online check-in2022 Annual Meeting of Stockholders
Sealed Air Corporation, a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its Board of Directors of proxies to be voted at its 2022 Annual Meeting of Stockholders and any adjournments. Sealed Air Corporation is providing these materials to the holders of record of its common stock, par value $0.10 per share, as of the close of business on March 28, 2022 and is first making available or mailing the materials on or about April 14, 2022.
The Annual Meeting is scheduled to be held by webcast will begin at 9:45 a.m., Eastern daylight time, and you should allow ample time to log in to the meeting webcast and test your computer audio system. During online check-in and continuing through the length of the Annual Meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or at meeting time, you should call 1-855-449-0991 (toll-free) or 1-720-378-5962 (toll line).
We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, stockholders will be able to communicate with us during the Annual Meeting so they can ask questions. An audio replay of the Annual Meeting will be made publicly available at https://ir.sealedair.com/events-and-presentations and will remain publicly available for approximately one year. This audio replay will include each stockholder question addressed during the Annual Meeting.
We are utilizing technology from Broadridge Financial Solutions, Inc., or Broadridge, the leading virtual meeting solution provider. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting.
Questions and Answers about the Annual Meetingas follows:
Date | Thursday, May 26, 2022 | |
Time | 8:00 a.m., Eastern daylight time | |
Meeting Website Address | www.virtualshareholdermeeting.com/SEE2022 |
Your vote is important. Please see the detailed information that follows.
Contents |
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Cautionary Statement Regarding Forward-Looking Statements. Certain statements contained in this Proxy Statement are or may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. We use words such as “anticipate,” “believe, “expect,” “future,” “intend” “strive,” “seek,” “goal,” “may,” “will,” “continue,” “target” and similar expressions to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements other than purely historical information, including statements regarding our operating model, plans and strategies and our environmental, social and governance goals, made in this document are forward-looking. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements due to a variety of factors, including the uncertainties and risks discussed in our 2021 Annual Report on Form 10-K and subsequent Securities and Exchange Commission (“SEC”) filings. You should not place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements.
Information Referenced in this Proxy Statement. Website references throughout this document are provided for convenience only, and the content of the referenced websites, including the content on our Company website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated into this Proxy Statement or into any of our other filings with the SEC.
2022 Proxy Summary |
This summary highlights information about Sealed Air and the Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References in this Proxy Statement to “Sealed Air,” “SEE,” and “Company,” and to “we,” “us,” “our” and similar terms, refer to Sealed Air Corporation.
Annual Meeting of Stockholders
Time and Date: 8:00 a.m., Eastern daylight time, on May 26, 2022 | Meeting www.virtualshareholdermeeting.com/ | Record Date Close of business on March 28, 2022 |
Voting: | Holders will be entitled to one vote at the Annual Meeting for each of | |
Votes Eligible to | A total of 146,082,455 votes are eligible to be cast on each proposal at the Annual |
This year’s annual meeting will again be a virtual meeting of stockholders conducted solely via live audio webcast. Each stockholder may participate in the Annual Meeting including casting votes and submitting questions during the Annual Meeting, by accessing a live webcast at www.virtualshareholdermeeting.com/SEE2020 and then using the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card being delivered to the stockholder. There will be no physical location for the Annual Meeting.
Online check-in to the Annual Meeting webcast will begin at 9:45 a.m., Eastern daylight time. We encourage you to allow ample time to log in to the meeting webcast and test your computer audio system.Agenda
Proposal | Board Recommendation | |||
1 | Election of Directors | For each nominee | ||
2 | Ratification of Appointment of Independent Auditor for 2022 | For | ||
3 | Approval of 2021 Executive Compensation on an Advisory Basis | For |
How to Cast Your Vote
You can vote by any of the following methods:
Until 11:59 p.m., EDT, on May 25, 2022
Internet: www.proxyvote.com | ||||
Telephone: +1-800-454-8683if you beneficially own +1-800-690-6903 if you are the stockholder | ||||
By Mail: Completed, signed and returned proxy card |
At the Annual Meeting on May 26, 2022
Internet: By joining the Annual |
If you participate in our 401(k) and Profit-Sharing Plan, you may use the proxy card to provide voting instructions to Fidelity Management Trust Company, as trustee, and your completed, signed card must be delivered to the trustee by 11:59 p.m., Eastern daylight time, on May 23, 2022.
2022 Proxy Statement | 1 |
2022 Proxy Summary |
Our Purpose
We are in business toprotect, to solve critical packaging challenges, and to make our world better than we find it.
We are a leading global provider of packaging solutions integrating high-performance materials, automation, equipment and services. SEE designs and delivers packaging solutions that preserve food, protect goods, automate packaging processes, and enable e-commerce and digital connectivity for packaged goods. Our packaging solutions are designed to help customers automate their operations to be increasingly touchless and more resilient, safer, less wasteful, and enhance brand engagement with consumers.
We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids, medical and healthcare, e-commerce, logistics and omnichannel fulfillment operations, and industrials. We serve customers across 114 countries/territories directly and through a diversified distribution network. We aim to deliver savings to our customers and accelerate payback on their investments. We invest in technology and innovation that transform our industry toward a more sustainable future.
Our Vision
To become a world-class, digitally-drivencompanyautomating sustainable packaging solutions.
We are building the SEE Solutions Ecosystem from our operations to our customers’ operations and to consumers, with Automation, Digital and Sustainability driving growth.
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2022 Proxy Summary |
SEE Operating Model: Accelerating to World-Class
We expect the execution of our strategy and the power of the SEE Operating Engine to deliver higher, above market performance. As a result, we have raised our SEE Operating Model annual growth goals as set forth below.
Sales | 5 to 7% growth | |||
Earnings | Adj. EBITDA 7 to 9% growth Operating Leverage1 >30% | |||
EPS | Adj. EPS >10% growth | |||
Cash | >50% FCF conversion2 ROIC > WACC3 |
1 | Operating Leverage measures the ratio between year over year change in Adjusted EBITDA and the year-over-year change in net trade sales. |
2 | FCF conversion is the ratio of free cash flow divided by Adjusted EBITDA. |
3 | ROIC means return on invested capital. WACC means weighted average cost of capital. |
Our Strategy
SEE caring, high-performance people + digital growth culture
We are bringing people together with a future that is more digitally connected. We prioritize our people and recognize the importance they play in realizing our purpose. Through digital platforms, we are accelerating our efforts to retain, attract and motivate top talent, train our leadership teams, develop future leaders, shape a caring, high-performance organization and culture, and drive top benchmark employee engagement.
Creating SEE Touchless Automation™ experience
With our SEE Automation™ solutions, we aim to solve our customers’ automation needs while creating significant return on their investments through savings and increased productivity. We have focused on increasing our equipment offerings which help our customers automate packaging processes. In addition, through our SEE Operating Engine, we are automating our own operations to make them more sustainable and generate productivity savings.
Digital transformation from innovate to solve in our ecosystem
We have launched the MySEE digital e-commerce platform to make doing business with SEE easier and more efficient. We are investing in automation and digital technologies that enhance performance, efficiency and monitoring in customers’ and our own operations. We are developing smart packaging that can enable traceability and deliver digital content. We are investing in digital printing to drive customer savings, generate demand and enhance brand image and shelf impact. We are accelerating our digital transformation by partnering with leading digital companies.
Best solutions, at the right price, and make them sustainable
Sustainability is embedded in our purpose and vision. We have set ambitious environmental goals aimed to lead the industry towards a better future. We are designing high-performance packaging materials with recyclability in mind, to make sustainability more affordable, and to create a pathway for a circular economy. We are transforming our operations and our customers’ operations with SEE Touchless Automation™ which aims to improve efficiency, eliminate waste, simplify processes, and create a safer working environment.
2022 Proxy Statement | 3 |
2022 Proxy Summary |
Purpose driven capital allocation to create value for our shareholders and society
Our capital allocation strategy fuels the SEE Operating Engine and is rooted in economic value add with the goal to drive profitable, above market organic growth, and attractive returns on invested capital. We invest through capital expenditures, research and development, acquisitions, and other investments aligned with our strategy. SEE Ventures is embedded in our capital allocation strategy, through which we invest in entrepreneurial and disruptive technologies that present opportunities to accelerate innovation and increase speed to market. In addition, dividends and share repurchases are used to return capital to shareholders.
SEE Operating Engine Fueled by the 4P’S
People + Digital: SEE caring, high-performance culture
Leveraging the power of operating as One SEE, driving productivity, swarming challenges and opportunities; creating a digital connection between people and the customer experience, both internally and externally; rewarding value creation, executing talent strategies to develop, retain and attract top talent; focusing on diversity, equity and inclusion (DEI) leadership and environmental, social, and governance (ESG) excellence.
Performance: World-class
Outperform the markets we serve through our SEE Operating Engine; create customer references by offering the best service and being “at the table and online” with our customers; execute a purpose-driven capital allocation mindset.
Platforms: Best Solutions, right price, make them sustainable
Focus on leading solutions that generate customer savings; SEE Touchless Automation™ — doing more with less by investing and working smarter; aiming to create significant customer savings.
Processes: SEE Operating Engine
Embed SEE Operating Engine into everything we do, thereby eliminating waste, automating and simplifying processes, and removing people from harm’s way.
Sustainability: Make our world better than we find it
Drive environmental, social, and governance excellence by focusing on achieving goals that aim to make our world better than we find it. SEE is dedicating innovation, research and development resources to design or advance packaging materials to be recyclable or reusable and contain more recycled and or renewable content and has announced a goal to reach net-zero carbon emissions within our operations by 2040.
2021 Highlights
In 2021, we delivered strong sales and earnings, overcoming dramatic inflationary, supply, and COVID challenges. Our results are a testament to our culture, people, and the powerful SEE Operating Engine.
Total Shareholder Return 97.5% ’19-’21 Performance Period | Net Sales $5.5B +13% year over year | Net Earnings $491M +1% year over year | Adj EBITDA* $1.13B +8% year over year | |||||||||
EPS $3.22 +4% year over year | Adj EPS* $3.55 +11% year over year | Cash Flow from Operations $710M | Free Cash Flow* $497M |
* | Represents a non-GAAP financial measure. See Annex A for reconciliations of GAAP and non-GAAP financial measures. |
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2022 Proxy Summary |
Environmental, Social and Governance Highlights
Sustainability Is in Everything We Do and Fueling Our Growth
At SEE, environmental sustainability is integrated in our business strategy. Our priorities and commitments represent what we believe is important for creating a future that is more sustainable.
Accelerating the Advancement of a Circular Economy
We are working to achieve our 2025 Sustainability and Materials Pledge aimed to increase materials circularity in the industry through innovation, reducing plastic and other materials waste and collaborating for change.
Investment in Innovation. Dedicating innovation, research and development resources to design or advance packaging materials to be recyclable or reusable and contain more recycled and or renewable content.
Reduce Plastic and Other Materials Waste. Committing to ambitious targets of recycled content across all packaging solutions which maximize post-consumer recycled content.
Collaborate for Change. Building strategic partnerships, combining talent, resources and experience to scale solutions that drive a circular economy. SEE is a member of the Alliance to End Plastic Waste and an active participant in the American Chemistry Council.
Mitigating Climate Change
Sealed Air has set a goal to reach net-zero carbon emissions for its global operations by 2040. The Company will continue to reduce Scope 1 and 2 carbon emissions through investments in renewable energy and by increasing efficiencies across its operations.
Preserving Resources
We focus on reducing water use, energy use, and waste in our operations and throughout the supply chain while innovating, manufacturing and delivering high-performance packaging solutions.
SEE Ventures — Investing in a Sustainable Future
SEE Ventures is part of our capital allocation strategy focused on investing in early-stage disruptive technologies and new business models for growth. Our SEE Ventures investment portfolio includes those that advance plastic recycling and a circular economy.
SEE Caring, High-Performance Culture
At Sealed Air, we are developing a caring, high-performance culture that is guided by our purpose and focuses on creating long-term value for our stakeholders and society.
Culture Council Leading Transformation
In 2021, the Company created the Culture Council to assist in leading our culture transformation. The Culture Council is focused on executing six workstreams designed to further embed our high-performance culture throughout our organization.
Diversity, Equity and Inclusion: promoting a diverse, equitable, trusting and inclusive culture for all employees.
SEE Operating Engine: capturing our transformation successes into an operating engine that continues to reinvent our business from within.
Operational Excellence: pursuing continuous improvement opportunities.
SEE Academy: nurturing a learning culture that thrives on personal growth and development, strengthening our capabilities to deliver world-class results.
2022 Proxy Statement | 5 |
2022 Proxy Summary |
Total Wellbeing and Experience: strengthening our people through total wellbeing, physical and mental health, social, career, financial and community impact.
Community Impact: establishing a framework and resources to encourage active involvement in global philanthropic efforts, to empower local community engagement and to scale social impact in our communities.
Diversity, Equity and Inclusion Strengthening Our Culture
On our journey to world class, we are committed to creating a diverse workplace where each person feels valued and respected. Our individual, unique perspectives and inclusive culture will make our world better than we find it. It’s our responsibility to help drive the change we want to see. We are pledging to:
✓ | Champion equal pay for work of equal value across our organization |
✓ | Lead with a senior leadership team that reflects the |
✓ | Increase gender diversity across employees globally to more than 30% by 2025 |
✓ | Increase the |
✓ | Build a more inclusive culture with our employees across the |
As of December 31, 2021, 25% of our global employee base are female and 34% of our U.S. workforce belong to racial and ethnic minority groups. We provide our consolidated EEO-1 report and additional information on our diversity, equity and inclusion actions on our website at https://www.sealedair.com/company/our-company/diversity-equity-and-inclusion.
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2022 Proxy |
Governance Best Practices | ||
We operate on a strong governance foundation | ✓ Annual election of all directors ✓ Adopted the “Rooney Rule,” which requires women and minority candidates to be included in the pools from which nominees for ✓ Majority voting standard for director elections, with resignation policy ✓ Seven of eight director nominees are independent, including the Chairman of the Board ✓ Independent Audit, Nominating and Corporate Governance, and Organization and Compensation Committees ✓ Oversight of environmental, social and governance matters assigned to the Nominating and Corporate Governance Committee ✓ Oversight of matters relating to corporate culture, employee engagement, diversity, equity and inclusion assigned to the Organization and Compensation Committee ✓ Robust risk oversight by the Board and its committees ✓Annual ✓ Regular executive sessions of independent directors ✓ Mandatory retirement policy for directors ✓ Proxy access rights ✓ Stock ownership guidelines for directors and executives ✓ Orientation for all new directors and ongoing director education programs |
Pro-Active Stockholder Engagement
These materials were first made availableWe regularly engage with current and prospective stockholders. In 2021 we engaged with stockholders representing approximately 64% of our outstanding shares, and we discussed subjects such as long-term strategy, financial performance, acquisitions and divestitures, major trends and issues affecting the Company’s businesses, industry dynamics, executive compensation, sustainability, and environmental, social and governance matters. See “Executive Compensation—Compensation Discussion and Analysis—2021 Say-on-Pay Vote & Stockholder Outreach” for more information regarding stockholder engagement efforts relating to our executive compensation program.
The Nominating and Corporate Governance Committee oversees the Company’s stockholder engagement activities. The feedback received from our stockholder engagement efforts is communicated to and considered by the Board, and our engagement activities have produced valuable feedback that helps inform our decisions and our strategy, when appropriate.
Code of Conduct and Ethics as the Foundation of Our Culture
Our Code of Conduct was approved by the Board and applies to our directors, officers, employees, suppliers and other third-party business partners. Our employees are required to review the Code of Conduct annually and affirm their adherence in writing. Employees receive regular online education as part of enhanced global ethics and compliance programs. This training includes required and monitored courses for employees in specific roles based on associated risk and function. The topics of online courses include the Internet or mailedCode of Conduct, anti-bribery, anti-corruption, conflicts of interest, workplace respect and others. The Integrity Committee, with executive and senior leader membership, oversees the Company’s ethics and integrity programs. The Audit Committee regularly receives updates on matters relating to stockholders on or about April 9, 2020.such programs.
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2022 Proxy Summary |
Additional information on our environmental, social and governance efforts is available on our website at www. sealedair.com/company/sustainability.
Proposal 1. Election of Directors
Nominees
We are asking stockholders to elect the following eight director nominees. Each of the nominees currently serves as a director of Sealed Air. Information in the table is as of April 14, 2022.
Name | Occupation | Director Since | Independent | Other Registered Investment Co. Boards | ||||||
|
Elizabeth M. Adefioye
Age 54 |
Chief People Officer of Emerson Electric Co. |
March 2022 |
✓ |
0 | |||||
|
Zubaid Ahmad
Age 60 |
Founder and Managing Partner at Caravanserai Partners, LLC |
2020 |
✓ |
0 | |||||
|
Françoise Colpron
Age 51 |
Group President, North America of Valeo SA |
2019 |
✓ |
0 | |||||
|
Edward L. Doheny II
Age 59 |
President and CEO of Sealed Air |
2017 |
1 | ||||||
|
Henry R. Keizer
Age 65 |
Retired Deputy Chairman and COO of KPMG |
2017 |
✓ |
2 | |||||
|
Harry A. Lawton III
Age 47 |
President and CEO of Tractor Supply Company |
2019 |
✓ |
1 | |||||
|
Suzanne B. Rowland
Age 60 |
Retired Group Vice President, Industrial Specialties, of Ashland Global Holdings, Inc. |
2020 |
✓ |
2 | |||||
|
Jerry R. Whitaker
Age 71 |
Retired President of Electrical Sector-Americas, Eaton Corporation |
2012 |
✓ |
1 |
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2022 Proxy Summary |
The Notice of Internet Availability of Proxy Materials tells you how to accessNominee Composition
Nominee Skills and review the proxy materials on the Internet and how to vote on the Internet. The Notice also provides instructions you may follow to request paper or e-mailed copies of our proxy materials.Experience
Executive Leadership | • | • | • | • | • | • | • | • | ||||||||||||
Global Business | • | • | • | • | • | • | • | • | ||||||||||||
Finance and Accounting | • | • | • | • | • | • | ||||||||||||||
Manufacturing and Industry Experience | • | • | • | • | • | • | • | |||||||||||||
Environmental and Sustainability | • | • | • | • | ||||||||||||||||
Strategic Planning | • | • | • | • | • | • | • | • | ||||||||||||
Corporate Governance | • | • | • | • | • | • | • | |||||||||||||
• | • | • | • | • | • | • | • | |||||||||||
Technology, Science and Innovation | • | • | • | • | • | • | ||||||||||||
Human Resources | • | • | • | • | • | • | • |
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2022 Proxy Summary |
As a result, a total of 155,658,654 votes will be eligible to be cast on each proposal at the Annual Meeting.
An organization that holds your beneficially owned shares in street name will vote in accordance with the instructions you provide. If you do not provide the organization with specific voting instructions with respect to a proposal, under the rules of the New York Stock Exchange the organization’s authority to vote your shares will depend upon whether the proposal is considered a “routine” or non-routine matter.
For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any of the three proposals to be acted upon by the stockholders, including abstentions or proxies containing broker non-votes.
If you hold shares in street name, you may vote your shares of our common stock by following the voting instructions provided by your bank, broker or other nominee. In general, you may vote prior to the Annual Meeting as follows:
For your information, voting via the Internet is the least expensive to Sealed Air, followed by telephone voting, with voting by mail being the most expensive. Also, you may help us to save the expense of a second mailing if you vote promptly.
We are utilizing technology from Broadridge Financial Solutions, Inc., or Broadridge, the leading virtual meeting solution provider. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting.
If you are a beneficial owner of shares held in street name, you should contact your bank, broker or other nominee for instructions as to whether, and how, you can change or revoke your proxy.
If you are a beneficial owner of shares held in street name and do not provide specific voting instructions to the broker, bank or other organization that is the stockholder of record of your shares, the organization generally may vote on routine matters but not on non-routine matters. The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2020 (Proposal 2). If the organization does not receive instructions from you on how to vote your shares on one or both of Proposals 1 and 3, your shares will be subject to a broker non-vote and no vote will be cast on those matters. See “Q. What does it mean for a broker or other nominee to hold shares in ‘street name’?” above.
Vote Required for Election or Approval
Introduction
As of the record date, which is the close of business on March 23, 2020, 155,657,586 shares of common stock were outstanding, each of which is entitled to one vote at the Annual Meeting. In addition, holders of record of W.R. Grace & Co. common stock issued prior to March 31, 1998 and outstanding at the record date will have an aggregate of 1,068 votes on each proposal at the Annual Meeting, which means there will be a total of 155,658,654 votes eligible to be cast at the Annual Meeting. Holders who are present virtually or represented by proxy and who hold shares representing a majority of the votes eligible to be cast will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing broker non-votes.
Proposal 1. Election of Directors
Each director will be elected by a vote of the majority of the votes cast with respect to that director, where a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” the director. We will not count shares voted to “abstain” for the purpose of determining whether a director is elected. Similarly, broker non-votes will not have any effect on the outcome of the election of directors since broker non-votes are not counted as “votes cast.”
Under our Certificate of Incorporation, our Bylaws and the Delaware General Corporation Law, a director holds office until a successor is elected and qualified or until his or her earlier resignation or removal. Seven of the nine nominees currently serve as our directors. If any of the nominees who are currently in office is not elected at the Annual Meeting, then our Bylaws provide that the director shall offer to resign from the Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other actions should be taken. The Board will consider and act on the recommendation of the Nominating and Corporate Governance Committee and publicly disclose its decision and the rationale behind it within ninety days from the date of the certification of the election results. The director who offers his or her resignation will not participate in the decision of the Nominating and Corporate Governance Committee or the Board. If the Board accepts such resignation, then the Board may fill the vacancy resulting from that resignation or may reduce the number of directors that constitutes the entire Board so that no vacancy exists.
Proposal 2. Ratification of Appointment of Independent Auditor for 20202022
The ratificationWe are asking stockholders to ratify the Audit Committee’s retention of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditor to examine and report on our consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending December 31, 2020 requires the affirmative vote of a majority of the votes entitled to be cast and present virtually or represented by proxy at the Annual Meeting. Abstentions will be deemed present and, therefore, will count as votes against this proposal. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.2022.
Proposal 3. Approval of 20192021 Executive Compensation on an Advisory Basis
TheWe are asking for stockholder approval, on an advisory basis in accordance with SEC rules, of the 2021 compensation of our 2019“named executive officers” as disclosed under “Executive Compensation” in this Proxy Statement, including the disclosures set forth thereunder in “—Compensation Discussion and Analysis” and the compensation tables and related narrative discussion.
2021 Executive Total Target Direct Compensation Mix
* “Performance-Based” means AIP + PSU
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2022 Proxy Summary |
Key Elements of Our Executive Compensation Program
The following table summarizes the main components of our executive compensation requires the affirmative vote of a majority of the votes entitled to be cast and present virtually or represented by proxy at the Annual Meeting. Abstentions will count as votes against this proposal, since shares with respect to which the holder abstains will be deemed present and entitled to vote. Broker non-votes will have no effect on the outcome of this proposal, since broker non-votes are not counted as “votes entitled to be cast.”program for our named executive officers.
Compensation | Description | Objectives | ||
Base Salary | Fixed cash compensation based on role and duties | Appropriate level of market based fixed pay
Assist with recruitment and retention | ||
Annual Incentive | Annual cash award based on company financial performance with 0%-200% payout Company, business unit and individual goals may also be considered | Reward executives for driving superior operating and financial results over a one-year timeframe Create a direct correlation between business success and financial reward | ||
Long-Term Incentives | 70% PSUs earned based on performance, typically over three-year period with 0%-250% payout 30% time-vesting RSUs vesting annually over three years | Reward achievement of longer-term goals and value creation Create direct correlation between longer-term business success and financial reward Encourage retention and ownership | ||
Retirement Plans | 401(k) and Profit-Sharing Plan Non-qualified deferred compensation plan | Provide retirement income and wealth creation for participants Assist with recruitment and retention | ||
Severance Benefits | Executive Severance Plan, with reasonable severance benefits | Assist with recruitment and retention | ||
Other Benefits | Health care and life insurance programs Limited perquisites | Competitive with peer companies Assist with recruitment and retention |
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2022 Proxy Summary |
Key Compensation Policies and Practices
The Organization and Compensation Committee believes that our executive compensation program follows best practices aligned to long-term stockholder interests, as summarized below:
What We Do | ||
✓ Majority of Compensation is Performance-Based | 65% of total target direct compensation for CEO, and 55% of total target direct compensation for other NEOs, is performance-based | |
✓ Performance Goals for Both Annual and Long-Term Awards | Use multiple, balanced measures, including use of both absolute and relative measures for long-term awards | |
✓ Stock Ownership Policy | Multiple of base salary must be held in common stock — 6x for CEO and 3x for other NEOs; 50%-100% of after-tax shares must be held until ownership goal is met | |
✓ Compensation Recoupment | Recovery of annual or long-term incentive compensation based on achievement of financial results that were subsequently restated due to error or misconduct, regardless of whether the NEO was responsible for the error or misconduct | |
✓ Receive Advice from Independent Compensation Consultant | Compensation consultant (FW Cook and Pearl Meyer) provides no other services to Sealed Air | |
✓ Double-Trigger Vesting of Equity Compensation Upon a Change in Control | Under our equity compensation plans, vesting following a change in control requires involuntary termination of employment | |
What We Don’t Do | ||
× No Supplemental Executive Retirement Plans for NEOs | Consistent with focus on performance-oriented environment; reasonable and competitive retirement programs offered | |
× No Change in Control Excise Tax Gross-Ups | Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests | |
× No Excessive Perquisites or Severance Benefits | Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests | |
× No Hedging or Pledging of Company Stock | Applies to all executive officers and directors |
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Corporate Governance |
Under our Bylaws and the Delaware General Corporation Law, our business and affairs are managed by or under the direction of the Board of Directors, which delegates some of its responsibilities to its Committees. The Nominating and Corporate Governance Committee of the Board periodically reviews the size of the Board to ensure that the number of directors most effectively supports our company.Company. We have a strong commitment to diversity of background and experience among our directors, as described below under “— Board Diversity” and “Proposal 1. Election of Directors — Director Qualifications.”
Board Leadership Structure
Jerry R. Whitaker was elected as the Chairman of the Board of Directors in 2018. The Chairman presides at meetings of the Board at which he or she is present and leads the Board in fulfilling its responsibilities as specified in the Bylaws. The Chairman has the right to call special and emergency meetings. The Chairman serves as the liaison for interested parties who request direct communications with the Board.
Notwithstanding the appointment of a Chairman, the Board considers all of its members responsible and accountable for oversight and guidance of its activities. All directors have the opportunity to request items to be included on the agendas of upcoming meetings.
The Board believes having an independent Chairman is beneficial because it ensures that management is subject to independent and objective oversight and the independent directors have an active voice in the governance of Sealed Air. The leadership structure is reviewed annually as part of the Board’s self-assessment process, and changes may be made in the future to reflect the Board’s composition as well as our needs and circumstances.
Jerry R. Whitaker Age: 71 Director Since: 2012 Occupation: Retired President of Electrical Sector-Americas, Eaton Corporation | Jerry R. Whitaker was elected as the Chairman of the Board of Directors in 2018. The Chairman presides at meetings of the Board at which he or she is present and leads the Board in fulfilling its responsibilities as specified in the Bylaws. The Chairman has the right to call special and emergency meetings. The Chairman serves as the liaison for interested parties who request direct communications with the Board. Notwithstanding the appointment of a Chairman, the Board considers all of its members responsible and accountable for oversight and guidance of its activities. All directors have the opportunity to request items to be included on the agendas of upcoming meetings. The Board believes having an independent Chairman is beneficial because it ensures that management is subject to independent and objective oversight and the independent directors have an active voice in the governance of Sealed Air. The leadership structure is reviewed annually as part of the Board’s self-assessment process, and changes may be made in the future to reflect the Board’s composition as well as our needs and circumstances. |
Independence of Directors
Under our Corporate Governance Guidelines adopted by the Board and the requirements of the New York Stock Exchange, or NYSE, the Board of Directors must consist of a majority of independent directors. The Board annually reviews the independence of all non-employee directors. The Board has established categorical standards consistent with the corporate governance standards of the NYSE to assist it in making determinations of the independence of Board members. We have posted a copy of our Standards for Director Independence on our website athttps://ir.sealedair.com/corporate-governance/highlights. These categorical standards require that, to be independent, a director may not have any material relationship with Sealed Air. Even if a director meets all categorical standards for independence, the Board reviews other relationships with Sealed Air in order to conclude that each independent director has no material relationship with Sealed Air either directly or indirectly.
The Board has determined that the following director nominees are independent: Elizabeth M. Adefioye, Zubaid Ahmad, Françoise Colpron, Michael P. Doss, Henry R. Keizer, Jacqueline B. Kosecoff, Harry A. Lawton III, Neil Lustig, Suzanne B. Rowland and Jerry R. Whitaker. The Board has also determined that Michael ChuP. Doss and Patrick Duff, each of whom is aNeil Lustig, who are current directordirectors but are not standing for re-election to the Board at the 2022 Annual Meeting, are independent, and that Dr. Jacqueline B. Kosecoff, who is retiringretired from the Board effective as of the 20202021 Annual Meeting is independent. In evaluating the independence of the non-employee directors, the Board considered purchases and sales of products and services in the ordinary course of business between Sealed Air and Tractor Supply Company, of which Mr. Lawton serves as the President and CEO andStockholders, was independent while she served as a director, which involved amounts below Sealed Air’s categorical independence standards and which were determined by the Board not to be a material transaction or relationship.director.
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Corporate Governance |
Board Oversight of Strategy
Oversight of Sealed Air’s business strategy and planning is a key responsibility of the Board. The Board has dedicated one Board meeting each year to an in-depth review of Sealed Air’s long-term strategic plan. The Board also regularly reviews strategy-related matters at other Board meetings throughout the year, such as key market trends, innovation and the competitive landscape. To monitor management’s execution of Sealed Air’s strategic goals, the Board receives regular updates and is actively engaged in dialogues with senior management.
Board Oversight of Sustainability and Environmental, Social and Governance (ESG) Matters
Sustainability is in everythingWe recognize sustainability and ESG as strategic business imperatives at Sealed Air does and is tophave made them an integral part of mind for its constituents. As a leader in the packaging industry, Sealed Air is committed to delivering essential solutions that minimize food waste, maximize food safety, and protect valuable goods shipped around the world. Our innovationour strategy and business. Recognizing the importance of these matters, the Board designated the Nominating and Corporate Governance Committee with the responsibility of overseeing our sustainability goals are aligned as it relatesstrategies and other matters concerning ESG and public policy issues affecting Sealed Air. The Board also designated the Organization and Compensation Committee with the responsibility of overseeing our workforce and people management strategies, including matters relating to waste reduction, recyclabilitycorporate culture, employee engagement, and reusability. We are investingdiversity, equity and inclusion in our materials to lighten the weight and increase recycled and/or
renewable content, while maintaining the highest performance standards of Sealed Air brands. We believe that our commitment to sustainability differentiates us from competitors.
In 2014, we launched an ambitious plan to achieve a set of 2020 Sustainability Goals within our own internal operations, most of which have been met or are ahead of schedule. We sought to embed sustainability into the fabricfurtherance of our operational excellence by reducing greenhouse gas emissions, energy and water intensity of our operations and by diverting product and process waste from landfills. We hold our suppliers to the same high standards we have for our own operations.
In late 2018, we announced our 2025 Sustainability and Plastics Pledge that will increase plastics circularity in the packaging industry through the following key initiatives:
Investment in Innovation. Dedicating significant R&D resources to design and advance packaging solutions to be recyclable or reusable and contain more recycled and/or renewable content.
Eliminate Plastic Waste. Achieving ambitious targets of recycled content across all packaging solutions which maximize post-consumer recycled content.
Collaborate for Change. Aligning with strategic partners to combine resources, expertise and corporate voices to find impactful ways to create a circular economy which includes technology investments to facilitate the reuse, collection and recycling of plastic. Two of our leading partners are the Alliance to End Plastic Waste and the Materials Recovery for the Future program.
ESG related strategies.
The Board is highly engaged in assessing sustainability opportunities,and ESG matters affecting Sealed Air. The Board and its committees regularly discuss Sealed Air’s sustainability and ESG matters with management. In 2021, such discussions included matters related to corporate culture, sustainability and circular economy, carbon neutrality, climate and natural disaster responses, diversity, equity and inclusion, employee health and safety, materiality assessment, stakeholder engagement, community impact, as well as formulating Sealed Air’s sustainability goalsESG reporting and strategy. The Board regularly receives updates on Sealed Air’s sustainability performance, innovationsgovernance.
For highlights of our ESG initiatives, see “2022 Proxy Summary—Environmental, Social and challenges.
Governance Highlights.”
Board Oversight of Risk
The Board of Directors is actively involved in oversight of risks that could affect Sealed Air. The Board has delegated oversight of certain specific risk areas to Committees of the Board. For example, the Audit Committee oversees cybersecurity risk management as well as our major financial risk exposures and the steps we have taken to monitor and control such exposures, while the Organization and Compensation Committee considers risks arising in connection with the design of the Company’s compensation programs and succession planning. The risk oversight responsibility of each Board Committee is described in its committee charter available at https://ir.sealedair.com/corporate-governance/committee-composition. The Board as a whole, however, is responsible for oversight of our risk management processes and our enterprise risk management program. The Board regularly discusses risk management with management and among the directors during meetings.
Cybersecurity risk oversight is a top priority for the Board. While the Board has delegated the specific responsibility of cybersecurity risk oversight to the Audit Committee, the Board is actively involved in overseeing cybersecurity risk management, both through presentations given by members of management during Board meetings as well as regular reports from the Audit Committee on its cybersecurity risk oversight activities. Normally, management is scheduled to provide cybersecurity updates at one Board meeting and three Audit Committee meetings each year. Sealed Air maintains a security awareness program that includes annual mandatory training, frequent phishing simulations, and acknowledgment of information security and acceptable use policies. Furthermore, individuals supporting the information security program are required to hold certifications demonstrating proficiency in the support of relevant technologies and controls.
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Corporate Governance |
The Board has been actively engaged in overseeing management’s response to the COVID-19 pandemic. Since the onset of the pandemic, COVID-19 has been a recurring topic at Board meetings.
Our Board is committed to seeking director candidates to achieve a mix of directors that enhances the diversity of background, skills and experience on the Board, including with respect to age, gender, international background, race, ethnicity and specialized experience.
We recently formalized our longstanding commitment to Board diversity by adopting the “Rooney Rule,” under which the Board is committed to seeking out qualified diverse candidates, including women and minority candidates, to include in the pools from which nominees for the Board are considered.
Since 2019, we have added three new female directors and two new ethnic minority directors to the Board. Our director nominees represent 38% in gender diversity and 25% in race and ethnic diversity.
Board Meetings, Committee Membership and Attendance
The Board generally holds fivefour regular meetings per year and meets on other occasions when circumstances require. Directors spend additional time preparing for Board and Committee meetings, and we may call upon directors for advice between meetings. We encourage our directors to attend director education programs.
Under our Corporate Governance Guidelines, we expect directors to regularly attend regularly meetings of the Board and of all Committees on which they serve and to review the materials sent to them in advance of those meetings. We also expect nominees for election at each annual meeting of stockholders to attend the annual meeting. All of our directors who were then serving as director attended the 20192021 Annual Meeting of Stockholders.
Our Corporate Governance Guidelines provide that the Board will meet regularly in executive session without management in attendance. The Chairman of the Board presides at each executive session. The Chairman’s designee or the chair of the Nominating and Corporate Governance Committee serves as the presiding director if the Chairman of the Board is unable to serve.
During 20192021 the Board held eightseven meetings. Each current director attended at least 80%95% of the aggregate number of meetings of the Board and all committees of the Board on which he or she served during 2019.2021.
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Corporate Governance |
Board Committees and Membership
The Board maintains an Audit Committee, a Nominating and Corporate Governance Committee, and an Organization and Compensation Committee. The members of these Committees consist only of independent directors. The Board also maintains an Executive Committee, which is comprised of the Chairman of the Board serving as chair of the Executive Committee, the CEO and the chairs of the other standing Committees. The Executive Committee may act on behalf of the Board when convening a meeting of the full Board is impractical. The Executive Committee did not meet in 2021.
The Board has adopted charters for each of the Committees, which are reviewed annually by the Committees and the Board. The Committee charters are available on our website at https://ir.sealedair.com/corporate-governance/committee-composition.
The principal responsibility of the Audit Committee is to assist the Board of Directors in fulfilling the Board’s responsibilities for monitoring and overseeing:
11 Meetings in 2021 | ||||||||
Henry R. Keizer Chair Members: Zubaid Ahmad Françoise Colpron Suzanne B. Rowland | The Board has determined that each member of the Audit Committee is independent, as defined in the listing standards of the NYSE, and is financially literate. The Board has also determined that each of Messrs. Ahmad and Keizer is an audit committee financial expert in accordance with the standards of the SEC. No director is eligible to serve on the Audit Committee if that director simultaneously serves on the audit committees of more than two other public companies. The Audit Committee is responsible for: • our internal control system, including information technology security and |
• our public reporting |
• the performance of our internal audit |
• the annual independent audit of our consolidated financial |
• the quality and |
• our legal and regulatory |
• the retention, performance, qualifications, rotation of personnel, and independence of our independent auditor |
• related person transactions involving Sealed Air and members of the Board and executive Our independent auditor is ultimately accountable to the Audit Committee. The Audit Committee has the ultimate authority and responsibility to select, evaluate, approve terms of retention and compensation of, and, where appropriate, replace the independent auditor. The Audit Committee evaluates the performance of our independent auditor and interviews and has direct involvement in the selection of the lead audit partner in connection with the mandated rotation of such position. | ||
Our independent auditor is ultimately accountable to the Audit Committee. The Audit Committee has the ultimate authority and responsibility to select, evaluate, approve terms of retention and compensation of, and, where appropriate, replace the independent auditor. The Audit Committee evaluates the performance of our independent auditor and interviews and has direct involvement in the selection of the lead audit partner in connection with the mandated rotation of such position.
The current members of the Audit Committee are Henry R. Keizer, who serves as chair, Françoise Colpron, Patrick Duff and Neil Lustig, as well as Jerry R. Whitaker, who serves ex officio. The Board has determined that each current member of the Audit Committee is independent, as defined in the listing standards of the NYSE, and is financially literate. The Board has also determined that each of Messrs. Keizer and Duff is an audit committee financial expert in accordance with the standards of the SEC. The Audit Committee held 18 meetings in 2019. No director is eligible to serve on the Audit Committee if that director simultaneously serves on the audit committees of more than two other public companies, unless, in accordance with NYSE rules, the Board determines that such simultaneous service would not impair the ability of the director to effectively serve on the Audit Committee and such determination is disclosed in the proxy statement.
Nominating and Corporate Governance Committee
The principal responsibilities of the Nominating and Corporate Governance Committee are to:
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Corporate Governance |
• providing oversight of the corporate governance affairs of the Board and Sealed Air, including developing and recommending to the Board the Corporate Governance Guidelines • assisting the Board |
• assisting the Board in evaluating the Board and its |
• recommending to the Board the compensation of non-employee The Nominating and Corporate Governance Committee has the sole authority to engage consulting or search firms to identify director candidates or evaluate director compensation matters. The Nominating and Corporate Governance Committee will consider director nominees recommended by our stockholders in accordance with our Policy and Procedure for Stockholder Recommendations for Nominations to the Board adopted by the Committee and approved by the Board, a copy of which is posted on our website at https://ir.sealedair.com/corporate-governance/highlights. Recommendations should be submitted to our Corporate Secretary in writing at Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208, along with additional required information about the nominee and the stockholder making the recommendation. Information on qualifications for nominations to the Board and procedures for stockholder nominations to the Board is included below under “Proposal 1. Election of Directors—Director Qualifications” and “—Identifying and Evaluating Nominees for Directors.” | ||
2022 Proxy Statement | 17 |
Corporate Governance |
Organization and | 12 Meetings in 2021 |
Françoise Colpron Chair Members: Michael P. Doss Harry A. Lawton III Neil Lustig | The Board has determined that each current member of the |
The current members of the Nominating and Corporate Governance Committee are Michael Chu, who serves as chair, Henry R. Keizer, Jacqueline B. Kosecoff and Neil Lustig, as well as Jerry R. Whitaker, who serves ex officio. The Board has determined that each current member of the Nominating and Corporate GovernanceCompensation Committee, is independent, as defined in the listing standards of the NYSE. The Nominating and Corporate Governance Committee held four meetings in 2019.
The Nominating and Corporate Governance Committee has the sole authority to retain, oversee and terminate any consulting or search firm to be used to identify director candidates or assist in evaluating director compensation and to approve any such firm’s fees and retention terms. Since 2010 the Nominating and Corporate Governance Committee has engaged Frederic W. Cook & Co., Inc., or FW Cook, to advise the Nominating and Corporate Governance Committee on director compensation. FW Cook also advises the Organization and Compensation Committee regarding executive compensation.
The Nominating and Corporate Governance Committee will consider director nominees recommended by our stockholders in accordance with our Policy and Procedure for Stockholder Recommendations for Nominations to the Board adopted by the Committee and approved by the Board, a copy of which is posted on our website at https://ir.sealedair.com/corporate-governance/highlights. Recommendations should be submitted to our Corporate Secretary in writing at Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208, along with additional required information about the nominee and the stockholder making the recommendation. Information on qualifications for nominations to the Board and procedures for stockholder nominations to the Board is included below under “Proposal 1. Election of Directors—Director Qualifications” and “—Identifying and Evaluating Nominees for Directors.”
Organization and Compensation Committee
The principal responsibilities of the Organization and Compensation Committee, which we refer to as the Compensation Committee, are to assist the Board of Directors in fulfilling its responsibilities relating to:
The Compensation Committee is responsible for: • compensation of the executive |
• stockholder review and action regarding executive compensation |
• performance review of our CEO and executive |
• succession |
• Sealed Air-sponsored incentive compensation plans, equity-based plans and tax-qualified retirement • workforce and people management strategies, including matters relating to corporate culture, employee engagement, and diversity, equity and inclusion in furtherance of the Company’s environmental, social and governance-related strategies The Compensation Committee oversees and provides strategic direction to management with respect to our executive compensation plans and programs. The Compensation Committee reviews our CEO’s performance and compensation with the other non-employee directors. Based on that review, the Compensation Committee evaluates the performance of our CEO and makes all compensation decisions for our CEO. The Compensation Committee may also recommend certain CEO compensation decisions to the Board for further approval by the non-employee members of the Board. The Compensation Committee also reviews and approves the compensation of the other executive officers. The Compensation Committee makes most decisions regarding changes in salaries and bonuses during the first quarter of the year based on company and individual performance during the prior year, as well as relevant commercially available proxy and survey data of peer group companies and companies of comparable size. The Compensation Committee also has authority to grant equity compensation awards under our 2014 Omnibus Incentive Plan, as amended and restated effective May 18, 2021 (the “2014 Incentive Plan”). This award authority has been delegated on a limited basis for awards to employees who are not subject to the requirements of Section 16 of the Securities Exchange Act of 1934 to the Equity Award Committee, comprised of our CEO. | ||
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Corporate Governance |
The current members of the Compensation Committee are Jacqueline B. Kosecoff, who serves as chair, Michael Chu, Françoise Colpron and Harry A. Lawton III, as well as Jerry R. Whitaker, who serves ex officio. The Board has determined that each current member of the Compensation Committee is independent, as defined in the listing standards of the NYSE. The Compensation Committee held seven meetings in 2019.
The Compensation Committee oversees and provides strategic direction to management with respect to our executive compensation plans and programs. The Compensation Committee reviews our CEO’s performance and compensation with the other non-employee directors. Based on that review, the Compensation Committee evaluates the performance of our CEO, reviews the Compensation Committee’s evaluation with him, and makes all compensation decisions for our CEO. The Compensation Committee also reviews and approves the compensation of the other executive officers. The Compensation Committee makes most decisions regarding changes in salaries and bonuses during the first quarter of the year based on company and individual performance during the prior year, as well as relevant commercially available proxy and survey data of peer group companies and companies of comparable size. The Compensation Committee also has authority to grant equity compensation awards under our 2014 Omnibus Incentive Plan, as amended and restated effective May 17, 2018 (the “2014 Incentive Plan”). This award authority has been delegated on a limited basis for awards to employees who are not subject to the requirements of Section 16 of the Securities Exchange Act of 1934 to the Equity Award Committee, comprised of our CEO.
The Compensation Committee has the sole authority to retain, oversee and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and to approve the consultant’s fees and retention terms. Since
November 2006, the Compensation Committee has retained FW Cook as its executive compensation consultant. FW Cook also advises the Nominating and Corporate Governance Committee regarding director compensation but does not provide any other services to Sealed Air. Sealed Air pays FW Cook’s fees. Additional information on the executive compensation services performed in 2019 by FW Cook is included in “Executive Compensation—Compensation Discussion and Analysis—Governance of Our Executive Compensation Program—Role of Independent Compensation Consultant.”
Compensation Committee Interlocks and Insider Participation
Each of Dr. Kosecoff, Mr. Chu, Ms. Colpron, Mr. Doss, Mr. Lawton and Mr. Lawton,Lustig, as well as Richard L. Wambold,Dr. Kosecoff, who retired from the Board effective as of the 20192021 Annual Meeting of Stockholders, served on the Compensation Committee during fiscal 2019.2021. During 20192021 none of the members of the Compensation Committee was an officer or employee of Sealed Air or any of its subsidiaries, and no executive officer of Sealed Air served on the board of directors of any entity whose executive officers included a director of Sealed Air.
Board and Committee Evaluations
The Board and each committee annually conduct a self-evaluation to review and assess the overall effectiveness of the Board, and each committee and the directors, including with respect to strategic oversight, board structure and operation, interactions with and evaluation of management, governance policies and committee structure and composition. The process includes detailed written surveys as well as individual, private meetings between each director and the Chairman. Committee self-assessments of performance are shared with the full Board. The Nominating and Corporate Governance Committee also reviews the Corporate Governance Guidelines each year in light of changing conditions and shareholders’ interests and recommends appropriate changes to the Board for consideration and approval. Matters with respect to Board composition, the nomination of directors, Board processes and topics addressed at Board and committee meetings are also considered as part of our self-assessment process. As appropriate, these assessments result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effect functioning of our Board and its committees.
Under our Corporate Governance Guidelines and other policies, all Sealed Air Corporation directors, executive officers and certain other key executives are prohibited from hedging and speculative trading of Sealed Air securities. They may not purchase or sell puts, calls, options or other derivative securities based on Sealed Air securities and may not enter hedging or monetization transactions such as zero-based collars and forward sale contracts, in which the holder continues to own the underlying security without all the risks or rewards of ownership. In addition, other than permitted loans from our 401(k) plan, such persons may not purchase Sealed Air securities on margin or borrow against any account in which Sealed Air securities are held, subject, in the case of executive officers and other key executives, to exceptions as may be granted by the Organization and Compensation Committee.
Corporate Governance Materials
The Board of Directors has adopted and operates under Corporate Governance Guidelines that reflect our current governance practices in accordance with applicable statutory and regulatory requirements, including those of the SEC and the NYSE. The Corporate Governance Guidelines are available on our website at https://ir.sealedair.com/corporate-governance/highlights.
In addition to our Corporate Governance Guidelines, other information relating to corporate governance at Sealed Air is available on our website at https://ir.sealedair.com/corporate-governance/highlights, including our: (i) Bylaws; (ii) Code of Conduct applicable to all directors, officers and employees of Sealed Air and its subsidiaries; (iii) Code of Ethics for Senior Financial Executives; (iv) Related-Person Transactions Policy and Procedures; (v) Standards for Director Independence; (vi) Qualifications for Nomination to the Board; and (vii) Policy and Procedure for Stockholder Recommendations for Nominations to the Board.
2022 Proxy Statement |
| 19 |
Corporate Governance |
Stockholders and other interested parties may communicate directly with the non-management directors of the Board of Directors by writing to
Non-Management Directors
c/o Corporate Secretary at Sealed Air Corporation
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208
or by sending an email to directors@sealedair.com. In either case, the Chairman of the Board will be notified of all such correspondence as appropriate and will communicate with the other directors as appropriate about the correspondence. We have posted information on how to communicate with the non-management directors on our website at https://ir.sealedair.com/corporate-governance/contact-the-board.
Certain Relationships and Related-Person Transactions
20
|
Certain Relationships and Related-Person Transactions |
Under our Code of Conduct,Corporate Governance Guidelines, the Board of Directors reviews any relationships or transactions that might constitute a conflict of interest for a director. Under its charter, the Audit Committee reviews and, if appropriate, approves conflicts of interest or potential conflicts of interest involving our senior financial executives, as well as oversees the investigation of and acts, or recommends action of the Board, on any other violations or potential violations of our Code of Conduct or Code of Ethics for Senior Financial Executives by executive officers.
The Board has adopted a Related-Person Transactions Policy and Procedures, which we refer to below as the Related-Person Policy. The current Related-Person Policy is in writing and is posted on Sealed Air’s website athttps://ir.sealedair.com/corporate-governance/highlights. The Related-Person Policy provides for the review of all relationships and transactions in which Sealed Air and any of its executive officers, directors and five-percent stockholders or their immediate family members are participants to determine whether to approve or ratify such relationships or transactions, as well as whether such relationships or transactions might affect a director’s independence or must be disclosed in our Proxy Statement. All such transactions or relationships are covered if the aggregate amount may exceed $120,000 in a calendar year and the person involved has a direct or indirect interest other than solely as a director or a less than 10 percent beneficial ownership interest in another entity. The Related-Person Policy includes a list of certain types of pre-approved relationships and transactions. Determinations whether to approve or ratify any other relationship or transaction are based on the terms of the transaction, the importance of the relationship or transaction to Sealed Air, whether the relationship or transaction could impair the independence of a non-employee director, and whether the relationship or transaction would present an improper conflict of interest for any director or executive officer of Sealed Air, among other factors. Information on relationships and transactions is requested in connection with annual questionnaires completed by each of our executive officers and directors.
Under the Related-Person Policy, the Audit Committee has the responsibility to review and, if appropriate, approve or ratify all relationships and transactions covered under the Related-Person Policy, although the Board has delegated to the chair of the Audit Committee and to our CEO the authority to approve or ratify specified transactions. In making determinations under the Related-Person Policy, the Audit Committee shall consult with the Nominating and Corporate Governance Committee as it deems appropriate. No director can participate in any discussion or approval of a relationship or transaction involving himself or herself (or one of his or her immediate family members). The Related-Person Policy provides that if material information about a previously reviewed transaction changes, our management must convey such information to the Audit Committee at its next meeting. In addition, if management becomes aware of a transaction that should have been reviewed under the Related-Person Policy, management must report the information to the Audit Committee promptly, and the Audit Committee will review the transaction in accordance with the Related-Party Policy and evaluate all options, including approving, ratifying, amending, terminating or rescinding such transaction. There were no related-person transactions that were referred to the Audit Committee in 2021.
Other than transactions that are considered pre-approved under the Related-Person Policy, the transactions described above under “Corporate Governance—Board of Directors Overview—Independence of Directors” were ratified or approved in accordance with the Related-Person Policy.
2022 Proxy Statement | 21 |
During 20192021 annual compensation for non-employee directors consisted of the following components: annual or interim retainers paid at least 50% in shares of common stock; committee fees paid in cash; and other fees for special assignments or director education programs paid in cash. A director may defer payment of annual or interim retainers until retirement from the Board of Directors, as described below. The following table shows the total compensation for non-employee directors during 2019:2021:
2019 DIRECTOR COMPENSATION TABLE
Director | Fees Earned or Paid in Cash1 ($) | Stock Awards2 ($) | Total ($) |
Michael Chu* | 112,500 | 125,037 | 237,537 |
Françoise Colpron | 100,000 | 125,037 | 225,037 |
Patrick Duff | 112,500 | 125,037 | 237,537 |
Henry R. Keizer* | 142,500 | 125,037 | 267,537 |
Jacqueline B. Kosecoff* | 122,500 | 125,037 | 247,537 |
Harry A. Lawton III3 | 133,379 | 167,716 | 301,095 |
Neil Lustig | 118,500 | 125,037 | 243,537 |
Richard L. Wambold** | 5,000 | – | 5,000 |
Jerry R. Whitaker† | 152,000 | 200,017 | 352,017 |
Director |
Fees Earned or Paid in Cash1 ($) | Stock Awards2 ($) | Total ($) | ||||||||||||
Zubaid Ahmad |
| 17,500 |
| 240,036 |
| 257,536 | |||||||||
Françoise Colpron* |
| 131,000 |
| 140,030 |
| 271,030 | |||||||||
Michael P. Doss |
| 10,000 |
| 240,036 |
| 250,036 | |||||||||
Henry R. Keizer* |
| 140,500 |
| 140,030 |
| 280,530 | |||||||||
Jacqueline B. Kosecoff*, ** |
| 20,625 |
| — |
| 20,625 | |||||||||
Harry A. Lawton III |
| 110,000 |
| 140,030 |
| 250,030 | |||||||||
Neil Lustig* |
| 125,000 |
| 140,030 |
| 265,030 | |||||||||
Suzanne B. Rowland |
| 117,500 |
| 140,030 |
| 257,530 | |||||||||
Jerry R. Whitaker† |
| 160,000 |
| 224,048 |
| 384,048 |
* | Chair of committee during |
** | Retired from the Board as of our |
† | Chairman of the Board. |
1 | The amounts shown consist of cash compensation paid in |
2 | The amounts shown represent the aggregate grant date fair value of stock awards granted in |
Director Compensation Processes
Our director compensation program is intended to enhance our ability to attract,motivate, retain and motivate attract non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of our common stock.
The Board of Directors reviews director compensation at least annually based on recommendations by the Nominating and Corporate Governance Committee.
Independent Non-Employee Director Compensation Consultant
The Nominating and Corporate Governance Committee has the sole authority to engage a consulting firm to evaluate director compensation and since 2010 has engaged Frederic W. Cook & Co., Inc., or FW Cook, to assist in establishinguntil October 2021, and Pearl Meyer & Partners LLC, or Pearl Meyer, since then as consultants for director compensation. The Nominating and Corporate Governance Committee and the Board base their determinations on director compensation on recommendations from FW Cook and based on reviewingPearl Meyer, commercially available survey data related to
22 |
Director Compensation |
general industry director compensation trends at companies of comparable size and our peer group companies.companies, as well as other relevant factors. FW Cook and Pearl Meyer also servesserved as the independent consultant to the Compensation Committee on executive compensation.
Board Retainers
Under the 2014 Incentive Plan, each non-employeedirector who is neither an officer nor an employee of Sealed Air and who is elected at an annual meeting of stockholders receives an annual retainer for serving as a director. The Board of Directors sets the amount of the annual retainer prior to the annual meeting based on the recommendation of the Nominating and Corporate Governance Committee.
The 2014 Incentive Plan gives the Board the flexibility to set annual retainers based on a fixed number of shares of common stock, a fixed amount of cash, or a combination of shares of common stock and cash. In late 2018,2020, based on peer company data provided by FW Cook, the Nominating and Corporate Governance Committee recommended and the Board approved 20192021 annual retainers in the amount of (a) $200,000$224,000 payable in shares of common stock and $152,000$160,000 payable in cash (or in shares of common stock at the election of the Chairman of the Board) for the independent Chairman of the Board, and (b) $125,000$140,000 payable in shares of common stock and $95,000$100,000 payable in cash (or in shares of common stock at the election of each director) for each other non-employee director.
The chair of the Audit Committee receivedreceives an annual fee of $25,000, and other members of the Audit Committee receivedreceive annual fees of $10,000. The chair of the Nominating and Corporate Governance Committee receivedreceives an annual fee of $15,000, and other members of the Nominating and Corporate Governance Committee receivedreceive annual fees of $7,500. The chair of the Compensation Committee receivedreceives an annual fee of $20,000, and other members of the Compensation Committee receivedreceive annual fees of $10,000. Committee fees are paid quarterly in quarterly installments in cash.cash for each quarter served.
A non-employee director who is elected other than at an annual meeting is entitled to an interim retainer on the date of election. The interim retainer is a pro rata portion of the annual retainer to reflect less than a full year of service.
Form and Payment of Retainers
We pay at least half of each annual or interim retainer in shares of common stock or deferred stock units and the remainder in cash, except that each non-employee director may elect, prior to becoming entitled to the retainer, to receive the entire retainer in shares of common stock. For any portion of an annual or interim retainer denominated in cash but paid in shares of common stock, we calculate the number of shares of common stock to be issued by dividing the amount payable in shares of common stock by the fair market value per share. With respect to an annual retainer, the fair market value per share is the closing price of the common stock on the Annual Meetingannual meeting date or, if no sales occurred on that date, the closing price on the most recent prior day on which a sale occurred. The number of shares issued as all or part of an interim retainer is determined based on the closing price of the common stock on the date of the director’s election to the Board of Directors or, if no sales occurred on that date, the closing price on the most recent prior day on which a sale occurred. If any calculation would result in a fractional share of common stock being issued, then we round the number of shares to be issued up to the nearest whole share.
We issue shares of common stock in payment of the stock portion of a retainer to the non-employee director promptly after he or she becomes entitled to receive it. We pay the cash portion of an annual retainer in a single payment shortly after the end of the calendar quarter during which the director is elected. We pay the cash portion of an interim retainer shortly after the end of the calendar quarter in which the non-employee director is elected, except that if the non-employee director is elected between April 1 and the next annual meeting of stockholders, then we pay the cash portion of the interim retainer shortly after the non-employee director is elected.
2022 Proxy Statement |
| 23 |
Director Compensation |
Deferred Compensation Plan
Our Deferred Compensation Plan for Directors permits a A non-employee director to elect tomay defer all or part of the director’s annual retainer until the director retires from the Board of Directors.Board. Each non-employee director has the opportunity tomay first elect to defer the stock portion of the annual retainer. If a non-employee director makes that election, he or she may also elect to defer the cash portion if any, of the annual retainer. We hold
A director receives stock units for his or her deferred stock, which will be converted to shares of our common stock asfollowing the director’s retirement from the Board. Directors are credited with dividend equivalents on their stock units, in awhich are automatically converted into additional full or fractional stock account.units. Such stock units may not be transferred by a director. Wedirector and do not issue these shares until we pay the director, normally after retirement from the Board, so the director cannot vote the stock units. We consider deferred shares, when issued, as issued under the 2014 Incentive Plan. In 2013, the Board amended our Deferred Compensation Plan for Directors to allow for directors to be credited with additional full or fractional stock units for cash dividends received with respect to their outstanding stock units. have voting rights.
We credit deferred cash to an unfunded cash account that earns interest quarterly at the prime rate less 50 basis points until paid. During 20192021 none of the non-employee directors who participated in the Deferred Compensation Plan for Directors received above market earnings on thehis or her deferred cash or stock units credited to his or her account. units.
A non-employee director may elect to receive the balances in his or her stock and cash accounts in a single payment during January of the year after retirement or in five annual installments starting during January of the year afterfollowing retirement.
Restrictions on Transfer
Anon-employee director may not sell, transfer or encumber his or her retainer shares of common stock issued under the 2014 Incentive Plan while the director servesserving on the Board, of Directors, except that a non-employee director may make gifts of such shares issued under the 2014 Incentive Plan to family members or to trusts or other forms of indirect ownership so long as the non-employee director would be deemedremains as a beneficial owner of the shares with a direct or indirect pecuniary interest in the shares and would retain voting and investment control over the shares while the non-employee director remains a director of Sealed Air. During this
period, the director, or the director’s accounts under the Deferred Compensation Plan for Directors, if the director has elected to defer payment of the shares, is entitled to receive or be credited with any dividends or other distributions in respect of the shares. The director has voting rights in respect of the shares issued to the director under the 2014 Incentive Plan. Since we hold deferred shares of common stock as stock units in a stock account, with no shares issued until payment is made to the non-employee director, directors cannot vote stock units representing deferred shares of common stock.retainer shares. The restrictions on the disposition of retainer shares issued pursuant to the 2014 Incentive Plan terminate upon the occurrence of specified events related to a change in control of Sealed Air.
Other Fees and Arrangements
During 2019 2021 non-employee directors who attended a director education programprograms received a fee of $2,000 per day. In addition, during 2019 Mr. Keizer received an additional fee of $15,000 in recognition of the substantial additional work he performed in connection with the change in Sealed Air’s external auditors and the transition of responsibilities to a new Chief Financial Officer. All directors are entitled to reimbursement for expenses incurred in connection with Board service, including attending Board or Committee meetings.meetings as well as director education programs. We pay these fees and reimbursements in cash; these payments are not eligible for deferral under the Deferred Compensation Plan for Directors described above. Additionally, directors are permitted to participate in our matching gift program, whereby we will match gifts to qualified educational institutions on a dollar-for-dollar basis to a maximum of $5,000 per participant in any calendar year, on the same basis as employees.
20202022 Director Compensation
In late 2019,2021, based on peer company data provided by FW Cook,the advice of Pearl Meyer, the Nominating and Corporate Governance Committee recommended, and the Board of Directors approved, fees payable to directors for 20202022 in the same amounts as described above under “Board Retainers”.Retainers.”
24 |
Director Compensation |
Director Stock Ownership Guidelines
In order to align the interests of directors and stockholders, we believe that our directors should have a significant financial stake in Sealed Air. To further that goal, we adoptedmaintain stock ownership guidelines for non-employee directors during 2006. directors. The current stock ownership guidelines for non-employee directors, which are part of our Corporate Governance Guidelines, specify that non-employee directors hold shares of common stock and stock units under our Deferred Compensation Plan for Directors equal in aggregate value to five times the amount of the annual retainer payable in cash, which equaled (a) for the Chairman of the Board, $760,000$800,000 for each of 20192021 and 2020,2022, and (b) for other directors, $475,000$500,000 for each of 20192021 and 2020. Directors first elected after February 18, 20102022. The directors have five years following first election to achieve the guidelines. In the event of an increase in the amount of the annual retainer payable in cash, directors serving when the increase is approved by the Board of Directors have two years after such approval to achieve the increased guideline. As of March 23, 2020,28, 2022, all directors were in compliance withmet the stock ownership guidelines for 2019,2021, other than Ms. ColpronAdefioye, Mr. Ahmad and Messrs. Keizer, Lawton and Lustig,Ms. Rowland, who are within the initial five-year period allowed under the policy.
Proposal 1. Election of Directors
2022 Proxy Statement |
| 25 |
Proposal 1. Election of Directors |
The Board has designated as nominees for election as directors the nineeight persons named below. Michael ChuP. Doss and Patrick Duff,Neil Lustig, each of whom currently is a director, are not standing for re-election. Michael P. Doss and Suzanne B. Rowland have been nominated by As a result, they will step down from the Board for initial electionand the size of the Board will be reduced to eight directors, effective at the Annual Meeting.
Each of the director nominees currently serves as directors, anda director of Sealed Air. Elizabeth M. Adefioye, who was appointed to the Board in March 2022, initially werewas identified by a third partythird-party search firm hired by the Nominating and Corporate Governance Committee and was appointed to the Board following evaluation and recommendation by the Nominating and Corporate Governance Committee. All other nominees currently serve as directors of Sealed Air and were elected by stockholders at our 20192021 Annual Meeting of Stockholders. Each nominee presented below was recommended by the Nominating and Corporate Governance Committee and nominated by the Board. Each director elected at the Annual Meeting will serve until our 20212023 Annual Meeting of Stockholders or until a successor is duly elected and qualified. Each director nominee has consented to being named in the proxy statementProxy Statement and to serving as a director, if elected.
Shares that are voted as recommended by the Board will be voted in favor of the election as directors of the nominees named below. If any nominee becomes unavailable for any reason or if a vacancy should occur before the election, which we do not anticipate, the shares represented by a duly completed proxy may be voted for a substitute nominee designated by the Board, unless the Board chooses to reduce its size.
The Board of Directors recommends a vote “FOR” each of the eight nominees for election as directors.
The Board has adopted Qualifications for Nomination to the Board, a copy of which is posted on our website at https://ir.sealedair.com/corporate-governance/highlights. The Qualifications provide that, in selecting directors, the Board of Directors should seek to achieve a mix of directors that enhances the diversity of background, skills and experience on the Board, including with respect to age, gender, international background, race, ethnicity and specialized experience. Directors should have relevant expertise and experience and be able to offer advice and guidance to our CEO based on that expertise and experience.
Also, a majority of directors should be independent under applicable NYSE listing standards, Board and Committee guidelines, and applicable laws and regulations. Each director is also expected to:
be of the highest ethical character and share the values of Sealed Air as reflected in its Code of Conduct;
be highly accomplished in his or her field, with superior credentials and recognition;
have sound business judgment, be able to work effectively with others, have sufficient time to devote to our affairs, and be free from conflicts of interest; and
be independent of any particular constituency and able to represent all of our stockholders.
The Board has determined that, as a whole, it must have the right mix of characteristics, skills and diversity to provide effective oversight of Sealed Air. Based on an evaluation of our business and the risks associated with the business, the Board believes that it should be comprised of persons with skills in areas such as:
In connection with the Board’s annual self-assessment process, it reviews the diversity of skills and characteristics needed by the Board in its oversight of Sealed Air, as well as the effectiveness of the diverse mix of skills and experience. As part of the review process, the Board considers the skill areas represented on the Board, those skill areas represented by
directors expected to retire or leave the Board in the near future, and recommendations of directors regarding skills that could improve the ability of the Board to carry out its responsibilities.
26 |
Proposal 1. Election of Directors |
Identifying and Evaluating Nominees for Directors
When the Board or its Nominating and Corporate Governance Committee has identified the need to add a new director with specific qualifications or to fill a vacancy on the Board, the chair of the Nominating and Corporate Governance Committee will initiate a search to identify candidates who meet the Company’s “Qualifications for Nomination to the Board.” Such search may include seeking input from other directors and senior management, reviewing any candidates that the Nominating and Corporate Governance Committee has previously identified, and, if necessary, hiring aan external search firm.
The Board is committed to a policy of inclusiveness, and, as such, the Nominating and Corporate Governance Committee, in performing its responsibilities to review director candidates and recommend candidates to the Board for election, considers in each search diversity of age, gender, international background, race, ethnicity and specialized experience, in addition to the other criteria set forth above under “—Director Qualifications” and such other factors as the Nominating and Corporate Governance Committee deems appropriate. Similarly, in conducting its annual self-assessment, as described above,
We recently formalized our longstanding commitment to Board diversity by adopting the “Rooney Rule,” under which the Board considers these same characteristics, criteriais committed to seeking out qualified diverse candidates, including women and other factors. minority candidates, to include in the pools from which nominees for the Board are considered, invited for interviews and ultimately offered the opportunity to be appointed to the Board or stand for election to the Board.
Our director searches are conducted consistent with these priorities, and search firms with which we work are instructed accordingly.
The Nominating and Corporate Governance Committee will identify the initial list of candidates who satisfy the above criteria and otherwise qualify for membership on the Board. At least one member of the Nominating and Corporate Governance Committee (preferably the chair) and our Chairman of the Board and Chief Executive Officer will interview each qualified candidate; other directors will also interview the candidate if practicable. Based on a satisfactory outcome of those interviews, the Nominating and Corporate Governance Committee will make its recommendation on the candidate to the Board.
Our Bylaws include a procedure that stockholders must follow in order to nominate a person for election as a director at an annual meeting of stockholders, other than a nomination submitted by a stockholder to the Nominating and Corporate Governance Committee in accordance with our Policy and Procedure for Stockholder Nominations to the Board, as described above under “Corporate Governance—Nominating and Corporate Governance Committee.” The Bylaws require that timely notice of the nomination in proper written form, including all required information, be provided to the Corporate Secretary of Sealed Air. A copy of our Amended and Restated Bylaws is posted on our website at https://ir.sealedair.com/corporate-governance/highlightshighlights..
Information Concerning Nominees
The information appearing in the following table sets forth, as of April 9, 2020,14, 2022, for each nominee for election as a director:
The nominee’s business experience for at least the past five years;
The year in which the nominee first became a director of Sealed Air;
The nominee’s age;
Directorships held by each nominee presently and at any time during the past five years at any public company or registered investment company; and
The reasons the Board of Directors concluded that the nominee should serve as one of our directors in light of our business and structure.
There are no family relationships among any of our directors, nominees for director and executive officers.
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Proposal 1. Election of Directors |
Nominees for Election as Directors
Director Since March 2022 Age 54 | Elizabeth M. Adefioye | |||||||
Ms. Adefioye has served as Chief People Officer of Emerson Electric Co. since November 2021, where she leads a newly consolidated human resources function, including accountability for culture, employee experience, end-to-end talent management, diversity, equity and inclusion, acquisition integration, organization development and effectiveness, total rewards and Digital HR. Prior to joining Emerson Electric Co., Ms. Adefioye was Senior Vice President and Chief Human Resources Officer of Ingredion Incorporated, a global ingredients solutions provider, from March 2018 to October 2021, and Vice President Human Resources, North America and Global Specialties of Ingredion, from September 2016 to March 2018. She also held previous HR leadership roles at Johnson & Johnson and Novartis Consumer Health. Ms. Adefioye earned her Bachelor of Science degree in chemistry from Lagos State University and Post Graduate degree in Human Resources from University of Westminster. Ms. Adefioye brings to Sealed Air her extensive experience and global perspective as a human resources leader and business partner. Her ability to drive culture and business transformation is valuable to Sealed Air. |
Director Since 2020 Age 60 Committees Audit Nominating and Corporate Governance | Zubaid Ahmad | |||||||
Mr. Ahmad is the Founder and Managing Partner of Caravanserai Partners LLC, a merchant banking firm focused on M&A and sovereign advisory, strategic capital raising, and private equity transactions, which he established in 2017. Previously, Mr. Ahmad served at Citigroup Inc., where he was Vice Chairman, Institutional Clients Group, since joining the firm in 2010, and held a number of senior leadership roles, including Co-Head of Global Asset Managers group from 2016 to 2017 and Chief Operating Officer of the Global Corporate and Investment Banking division. Before Citigroup, Mr. Ahmad held senior roles at Standard Chartered, J.P. Morgan and Credit Suisse, among other firms. He also serves as a Senior Advisor (US) for CPP Investments, a global investment organization that invests the assets of Canada Pension Plan. Mr. Ahmad received a Bachelor of Science degree in business administration from Georgetown University and a Master of Business Administration degree from Harvard University. Mr. Ahmad brings more than 35 years of global experience in corporate and investment banking having served corporate, asset management and government clients. His strong background in global financial and investment markets, as well as his understanding of finance and accounting, are of great value to the Board. |
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Proposal 1. Election of Directors |
Director Since 2019 Age 51 Committees Audit Organization and Compensation (Chair) Executive | Françoise Colpron | |||||||
Ms. Colpron is Group President, North America of Ms. Colpron earned a Civil Law degree in 1992 from the University of Montreal, Canada. She was admitted to the Quebec bar in 1993 and to the Michigan bar in 2003. In 2020, Ms. Colpron was recognized by Automotive News as one of the “100 Leading Women in the North American Auto Industry” and, in 2016, by Crain’s Detroit Business as one of the “100 Most Influential Women in Michigan,” a list that includes leaders in business, academia, nonprofits and public policy. Ms. Colpron was inducted into the French Légion d’Honneur in 2015. Sealed Air benefits from Ms. Colpron’s international background as well as her business and legal experience. |
Director Since 2017 Age 59 Committee Executive |
Ms. Colpron was elected to the Board in May 2019. She is Group President, North America of Valeo SA, responsible for the activities of the group in the United States, Mexico and Canada since 2008. She joined Valeo in 1998 in the legal department and has had several roles, first as Legal Director for the Climate Control branch in Paris, and most recently as General Counsel for North and South America from 2005 to 2015. Before joining Valeo, Ms. Colpron began her career as a lawyer at Ogilvy Renault in Montreal, Canada (now part of the Norton Rose Group). Ms. Colpron’s global business experience includes prior work assignments in Europe, Asia and North America.
Ms. Colpron earned a Civil Law degree in 1992 from the University of Montreal, Canada. She was admitted to the Quebec bar in 1993 and to the Michigan bar in 2003. In 2015, Ms. Colpron was recognized by Automotive News as one of the “100 Leading Women in the North American Auto Industry” and, in 2016, by Crain’s Detroit Business as one of the “100 Most Influential Women in Michigan,” a list that includes leaders in business, academia, nonprofits and public policy. Ms. Colpron was inducted into the French Légion d’Honneur in 2015.
Sealed Air benefits from Ms. Colpron’s international background as well as her business and legal experience.
Edward L. Doheny II | |||||
Mr. Doheny is the President and Chief Executive Officer of Sealed Air. Mr. Doheny joined Sealed Air as Chief Operating Officer and CEO-Designate and a director in September 2017. He became President and CEO effective January 1, 2018. Mr. Doheny previously served at Joy Global Inc. since 2006, where he was President and Chief Executive Officer and a director from December 2013 through May 2017. Prior to joining Joy Global, Mr. Doheny had a 21-year career with Ingersoll-Rand Co., where he held a series of senior executive positions of increasing responsibility, including President of Industrial Technologies from 2003 to 2005 and President of the Air Solutions Group from 2000 to 2003. Mr. Doheny currently serves as a director of Eastman Chemical Corporation, where he serves on the audit, the finance and the environmental, safety and sustainability committees. From 2012 to 2019, Mr. Doheny served as a director of John Bean Technologies Corporation, where he served on the compensation and the nominating and governance committees. Mr. Doheny earned a Bachelor of Science degree in engineering from Cornell University and a Master of Science degree in Management from Purdue University’s Krannert School of Management. Mr. Doheny brings more than 30 years of experience leading global manufacturers of highly mechanized equipment and systems, including a keen focus on solutions, service and operational excellence and a proven ability to drive profitable innovation-based growth strategies. |
Mr. Doheny is the President and Chief Executive Officer of Sealed Air. Mr. Doheny joined Sealed Air as Chief Operating Officer and CEO-Designate and a director in September 2017. He became President and CEO effective January 1, 2018. Mr. Doheny previously served at Joy Global Inc., where he was President and Chief Executive Officer and a director from December 2013 through May 2017 and was Executive Vice President, as well as President and Chief Operating Officer of Joy Global’s Underground Mining Machinery business, from 2006 to 2013. Prior to joining Joy Global, Mr. Doheny had a 21-year career with Ingersoll-Rand Co., where he held a series of senior executive positions of increasing responsibility, including President of Industrial Technologies from 2003 to 2005 and President of the Air Solutions Group from 2000 to 2003.
Mr. Doheny currently serves as a director of Eastman Chemical Corporation, where he serves on the audit, the finance and the environmental, safety and sustainability committees. From 2012 to 2019, Mr. Doheny served as a director of John Bean Technologies Corporation, where he served on the compensation and the nominating and governance committees.
Mr. Doheny earned a bachelor of science degree in engineering from Cornell University and a master’s degree from Purdue University’s Krannert School of Management.
Mr. Doheny brings more than 30 years of experience leading global manufacturers of highly mechanized equipment and systems, including a keen focus on solutions, service and operational excellence and a proven ability to drive profitable innovation-based growth strategies.
2022 Proxy Statement | 29 |
Proposal 1. Election of Directors |
Mr. Doss has served as the President and Chief Executive Officer and a director of Graphic Packaging Holding Company since January 2016. Prior to that time, he held the position of President and Chief Operating Officer from May 2015 through December 2015 and Chief Operating Officer from January 2014 until May 2015. Prior to these positions, Mr. Doss held various positions with Graphic Packaging Holding Company, including Executive Vice President, Commercial Operations, Senior Vice President, Consumer Packaging Division, Senior Vice President, Consumer Products Packaging, Vice President of Operations, Universal Packaging Division, and Director of Web Systems for the Universal Packaging Division. Since joining Graphic Packaging International Corporation in 1990, Mr. Doss has held positions of increasing management responsibility, including Plant Manager at the Gordonsville, TN and Wausau, WI plants. Mr. Doss serves on the Board of Directors for the American Forest & Paper Association, the Sustainable Forest Initiative, the Paper Recycling Coalition, the Atlanta Area Council of the Boy Scouts of America and the Paper & Packaging Check-Off Board. He is also active in the Metro Atlanta Chamber of Commerce.
Mr. Doss received a bachelor of science degree in industrial marketing and a masters of business administration degree in finance from Western Michigan University. He also is a graduate of the Harvard University General Manager Program.
Mr. Doss’ financial and business management experience, including his service as a public company chief executive officer, and his knowledge of the packaging industry will greatly benefit Sealed Air.
Director Since 2017 Age 65 Committees Audit (Chair) Nominating and Corporate Governance Executive | Henry R. Keizer | |||||||
Mr. Keizer formerly served as Deputy Chairman and Chief Operating Officer of KPMG, the U.S.-based and largest individual member firm of KPMG International, or KPMGI, a role from which he retired in December 2012. KPMGI is a professional services organization that provides audit, tax and advisory services in 152 countries. Mr. Keizer previously held a number of key leadership positions throughout his 35 years at KPMG, including Global Head of Audit Mr. Keizer is a director of GrafTech International Ltd., where he serves as a member of the audit committee and the nominating and corporate governance committee. He is a trustee of BlackRock Multi-Asset Fund Complex. He previously served as Chairman of the Board of Hertz Global Holdings, Inc., where he also chaired the audit committee and served on the financing committee and the nominating and governance committee, until June 2021; as a director and audit committee chair of WABCO Holdings Inc. until May 2020; as a director of MUFG Americas Holdings, Inc. and MUFG Union Bank, a financial and bank holding company until 2016; and as a director of Montpelier Re Holdings, Ltd., a global property and casualty reinsurance company until July 2015. Mr. Keizer was also a director of the American Institute of Certified Public Accountants from 2008 to 2011. Mr. Keizer holds a Bachelor’s degree in Accounting, summa cum laude, from Montclair State University, New Jersey. Mr. Keizer has significant management, operating and leadership skills gained as Deputy Chairman and Chief Operating Officer of KPMG and as a director of multiple public and private companies. Mr. Keizer, a certified public accountant, has extensive knowledge and understanding of financial accounting, internal control over financial reporting and auditing standards from his many years of experience and key leadership positions he held with KPMG. Mr. Keizer also has over four decades of diverse industry perspective gained through advising companies engaged in manufacturing, banking, insurance, consumer products, retail, technology and energy, providing him with perspective on the issues facing major companies and the evolving global business environment. Mr. Keizer’s extensive leadership experience at KPMG provides the Board with expertise in risk management and oversight over our domestic and international operations. |
30 |
Proposal 1. Election of |
Mr. Keizer formerly served as Deputy Chairman and Chief Operating Officer of KPMG, the U.S.-based and largest individual member firm of KPMG International, or KPMGI, a role from which he retired in December 2012. KPMGI is a professional services organization that provides audit, tax and advisory services in 152 countries. Mr. Keizer previously held a number of key leadership positions throughout his 35 years at KPMG, including Global Head of Audit from 2006 to 2010 and U.S. Vice Chairman of Audit from 2005 to 2010.
Mr. Keizer currently serves as Chairman of the Board and as a director of Hertz Global Holdings, Inc., where he chairs the audit committee and serves on the financing and the nominating and governance committees. He is a trustee of the Multi-Asset BlackRock Funds Complex and serves as a director of WABCO Holdings Inc., where he chairs the audit committee. He previously served as a director and audit committee chair of MUFG Americas Holdings Corporation and MUFG Union Bank, a financial and bank holding company, and as a director of Montpelier Re Holdings, Ltd., a global property and casualty reinsurance company, until it merged with Endurance Specialty Holdings Ltd. in July 2015. Mr. Keizer was a director of the American Institute of Certified Public Accountants from 2008 to 2011.
Mr. Keizer holds a bachelor’s degree in accounting, summa cum laude, from Montclair State University, New Jersey.
Mr. Keizer has significant management, operating and leadership skills gained as Deputy Chairman and Chief Operating Officer of KPMG and as a director of multiple public and private companies. Mr. Keizer, a certified public accountant, has extensive knowledge and understanding of financial accounting, internal control over financial reporting and auditing standards from his many years of experience and key leadership positions he held with KPMG. Mr. Keizer also has over four decades of diverse industry perspective gained through advising companies engaged in manufacturing, banking, insurance, consumer products, retail, technology and energy, providing him with perspective on the issues facing major companies and the evolving global business environment. Mr. Keizer’s extensive leadership experience at KPMG provides the Board with expertise in risk management and oversight over our domestic and international operations.
Director Since 2019 Age 47 Committee Organization and Compensation | |
Dr. Kosecoff works in private equity to identify, select, mentor and manage health services and IT companies. Since March 2012 she has been a managing partner at Moriah Partners, LLC and a senior advisor to Warburg Pincus. From 2002 to 2012, Dr. Kosecoff was a senior executive at UnitedHealth Group-PacifiCare. Dr. Kosecoff joined UnitedHealth Group as part of its acquisition of PacifiCare Health Systems in 2005. At PacifiCare, Dr. Kosecoff served as Executive Vice President with responsibility for its specialty businesses, including its Pharmacy Business Management, or PBM, the Medicare Part D Drug Program, PacifiCare Behavioral Health, PacifiCare Dental & Vision, and Women’s Health Solutions. Upon joining United, Dr. Kosecoff took responsibility for the Medicare Part D business, pharmacy services for United’s senior, legacy PacifiCare and external PBM business, as well as the consumer health product division serving seniors. In 2007, Dr. Kosecoff was appointed CEO of Prescription Solutions (now known as OptumRx) with responsibility for United’s PBM, Specialty Pharmacy and Consumer Health Products, providing services as of 2011 to more than 13 million members with annual revenue of $18.5 billion. In 2011, Dr. Kosecoff was named Senior Advisor by Optum, which encompasses the health services businesses of UnitedHealth Group, consisting of OptumHealth, OptumInsight and OptumRx, to help identify and develop new growth and collaborative opportunities. She previously founded information technology and drug development businesses in the medical field and was on the faculty of the Schools of Medicine and Public Health at the University of California, Los Angeles. She was a consultant to the World Health Organization’s Global Quality Assessment Programs and has served on the Institute of Medicine’s Board of Health Care Services and the RAND Graduate School’s Board of Governors.
Dr. Kosecoff currently serves as a director of Houlihan Lokey, Inc., a global investment bank providing mergers and acquisitions, capital markets, financial restructuring, and financial advisory services, where she serves on the audit and the nominating and corporate governance committees, and as a director of STERIS Corporation, a provider of infection prevention, contamination control and surgical and critical care technologies, where she is a member of the compensation and the nominating and corporate governance committees.
Dr. Kosecoff received a bachelor of arts degree from the University of California, Los Angeles, a master of science degree in applied mathematics from Brown University, and a Ph.D. degree in research methods from the University of California, Los Angeles.
Dr. Kosecoff is a seasoned health care executive. Dr. Kosecoff brings to the Board of Directors her outstanding background as a business leader in the medical field. Sealed Air benefits from her experience in leading complex operations and in strategic planning. Additionally, Dr. Kosecoff brings an entrepreneurial direction to Sealed Air.
Harry A. Lawton III | |||
Mr. Lawton has served as President and CEO and as a director of Mr. Lawton previously served on the board of Buffalo Wild Wings, Inc. He currently serves on the board of the National Retail Federation and the corporate advisory board for The University of Virginia’s Darden School of Business. He is also a member of the Business Roundtable. Mr. Lawton holds a Master of Business Administration degree from the University of Virginia and dual Bachelor’s degrees in Chemical Engineering, and Pulp and Paper Technology from North Carolina State University. Mr. Lawton’s education, business management experience and knowledge of the e-commerce and retail industries greatly benefit Sealed Air. |
2022 Proxy Statement | 31 |
Proposal 1. Election of Directors |
Director Since 2020 Age 60 Committees Audit
Nominee Composition
Nominee Skills and
The following table sets forth, as of the record date of March
by each person known to us to be the beneficial owner of more than five percent of the then-outstanding shares of common stock;
directly or indirectly by each current director, nominee for election as a director, and named executive officer who is included in “Executive Compensation—Executive Compensation Tables—2021 Summary Compensation Table”; and
directly or indirectly by all of our current directors and executive officers as a group. The number of shares of common stock owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire within sixty days after the record date of March
The address of all individuals listed above is c/o Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208.
Compensation Discussion and Analysis Our Compensation Discussion and Analysis, or CD&A, Our Named Executive Officers for 2021 This CD&A discusses the compensation
2021 Summary of Business and Performance Results Key Business Accomplishments in 2021 In 2021, we delivered strong sales and earnings, overcoming dramatic inflationary, supply, and COVID challenges. Our results are a testament to our culture, people, and the powerful SEE Operating Engine.
Key 2021 Compensation Actions, Decisions and Results Stockholder Outreach We had lower than normal stockholder support for our say-on-pay vote last year due to concerns over a one-time action we took in 2020 on a 2017 new hire award for our CEO. As a result, we reached out to stockholders representing approximately 74% of total shares outstanding to discuss perspectives on our executive compensation program and 2020 compensation decisions. In general, the stockholders we engaged with supported the design of our executive compensation program that demonstrates our pay for performance philosophy. See “2021 Say-on-Pay Vote & Stockholder Outreach” below for more information. Execution of ESG Embedded in 2021 Performance Sustainability and Environmental, Social and Governance are strategic business imperatives at Sealed Air. In deciding base salary levels, target incentive awards, and annual incentive award payouts, the Compensation Committee considered the collective performance of the executive leadership team with respect to certain key strategic and operational goals, including Sealed Air’s sustainability and environmental, social and governance priorities. The Committee recognizes that performance on these strategic and operational goals contributed to Sealed Air’s strong financial performance and the compensation results in 2021. See “Environmental, Social and Governance Highlights” earlier in this proxy statement for more details.
Our financial performance drove the payouts for our 2021 annual incentive compensation awards and 2019-2021 performance share units (or PSUs): 2021 Annual Incentive Plan Results
2019 – 2021 Performance Share Unit Results
We place a premium on performance-based compensation principles and seek to link compensation opportunities with performance and stockholder interests. Consistent with past practice, 70% of the long-term incentive compensation opportunity for our
above market growth. Details about these
In the
As this vote was not consistent with the support level that our overall executive compensation program has received in prior years, the Who We Met
Sealed Air Participants Our engagement team included our Chairman of the Board and Compensation Committee Chair, as well as representatives of our What We Heard Topics discussed with our stockholders included executive compensation, our business priorities and approach to sustainability issues—including inclusion of ESG metrics within our incentive plans.
The stockholders we spoke to were supportive of our executive compensation program design and the leadership team’s execution against operational and financial goals. One common topic of our stockholders’ focus and concern was the one-time change made in 2020 to the 2017 CEO new hire award, which a majority of stockholders we spoke with cited as the reason they did not support our say-on-pay proposal in 2021. Compensation Committee Below is a summary of the
Executive Compensation Program Design and Objectives Our executive compensation program is designed to The Compensation Committee believes that our executive compensation program follows best practices with a focus on providing:
Compensation Mix – Pay for Performance Alignment The at-risk and performance-based components of our NEOs. The following charts show the mix of base salary, target annual incentives and target long-term incentives (PSUs and RSUs) for the
* “Performance-Based” means AIP + PSU
Compensation Components The following table summarizes the key components of our executive compensation program for our
Under our executive compensation program, the Compensation Committee establishes each principal element of compensation for our
Key Compensation Policies and Practices
What We Don’t Do × No Supplemental Executive Retirement Plans for NEOs
Compensation decisions aligned to increase the value of the Company. The following summarizes the
Base Salary Base salary, as a fixed component of compensation, is an important part of a competitive compensation package. The Compensation Committee establishes salary levels for In
Annual Incentive Compensation
A significant portion of each
For any Setting Target Award The Compensation Committee determines the target level of annual incentive award for each
Setting Performance Goals Awards under the Annual Incentive Plan are based primarily on achievement against pre-established financial performance goals, resulting in a “Financial Achievement Factor,” and may be adjusted by the Compensation Committee for
In 2021, our sales metric was qualified by the operating leverage that incentivized profitable growth. The
In order to ensure that achievement of these measures represents the performance of the core business, Adjusted EBITDA, and
2021 Performance In early 2021 Annual Incentive Plan Results
We delivered strong sales and earnings growth in 2021. Incremental margin on volume growth exceeded our SEE Operating Model goal of 30%. However, dramatic inflationary pressures on input costs during the year outpaced our pricing realization. As a result, Net Sales payout was at 0% as the operating leverage target was not achieved due to excessive inflation. The Compensation Committee also considered the collective performance of the NEOs on their contributions towards certain key strategic and operational goals including environmental, social and governance priorities. The Compensation Committee believes that it is important to evaluate the performance of our NEOs based on not only the financial performance of the Company but also on achievement of those strategic and operational goals that demonstrate alignment between our executives and stockholders and prioritize value creation opportunities. The Compensation Committee decided that achievement towards these goals in 2021 warranted payouts under the Annual Incentive Plan based on the full Financial Achievement Factor without further adjustment. 2021 AIP The following table summarizes the annual incentive awards determined for each of the
SLO Under the Annual Incentive Plan, Once the amount of the earned annual incentive award has been determined for each in a manner tied to our annual financial performance. SLO awards also provide a means for For
The Long-Term Incentive Compensation Awards and Performance Results 2021 Awards & Prior Year Results
70% of 2021 award was in the form of PSUs earned based on 2021-2023 performance goals
2019-2021 PSUs The Compensation Committee believes During the first quarter of
The Compensation Committee and the Board approved Mr. Doheny’s
The following table shows the total target value of the long-term incentive awards for
2021-2023 PSU Awards
70% of the long-term incentive award dollar amount was assigned to the PSUs and allocated to each of the weighted primary performance metrics for the award, as follows:
invested capital. The Compensation Committee Adjusted EBITDA The Adjusted EBITDA CAGR metric
Adjusted EBITDA CAGR performance levels at threshold, target and maximum are as follows:
Return on Invested Capital Goal The ROIC metric The ROIC performance levels at threshold, target and maximum are as
The Relative TSR The relative TSR modifier acts as a multiplier against the percentage of target earned based on Adjusted EBITDA CAGR and ROIC performance. TSR represents the 29, 2023. The performance
The number of RSUs was determined by dividing 30% of the long-term incentive award dollar amount by the closing price of our common stock on the grant date (rounded up to the next whole share).
Performance Results for The Compensation Committee determined the performance results for the 2019 – 2021 Performance Share Unit Results
Sign-On Awards for Mr. Stephens Mr. Stephens joined the Company effective January 1, 2021 in accordance with an offer letter agreement dated November 23, 2020. In order to compensate Mr. Stephens for loss of compensation associated with his prior role and to encourage acceptance of our offer, the offer letter included two sign-on awards. First, Mr. Stephens received a cash sign-on bonus of $300,000. Second, he was granted an initial equity award in the form of time-vesting RSUs valued at $1,500,000. The RSUs vest in three substantially equal annual installments starting on the first anniversary of the grant date, subject to earlier vesting in case of Mr. Stephens’ death or disability or his involuntary termination following a change in control of the Company in accordance with the Company’s standard form of RSU award agreement. Promotion Award for Mr. Pupkin Mr. Pupkin was promoted to senior vice president on July 1, 2021. In connection with that promotion, the Compensation Committee granted Mr. Pupkin an RSU award valued at $200,000 vesting annually over three years. The Compensation Committee made this award to recognize the increased duties and responsibilities for Mr. Pupkin in his new role and to further encourage his retention. Because his 2021 long-term incentive awards were granted earlier in the year before his promotion, this award amount was intended to reflect the increased long-term incentive opportunity in his new role, prorated for half of the year. Governance of Our Executive Compensation Program Oversight by the Compensation Committee The Compensation Committee is responsible for establishing and implementing our executive compensation philosophy and for ensuring that the total compensation paid to our incentivizes a caring, high-performance culture and achievement of the Company’s strategic business objectives. Under our executive compensation philosophy, we provide compensation in the forms and at levels that will permit us to retain and motivate our existing executives and to attract new executives with the skills and While greater weight is given to financial performance results, the Compensation Committee expects that the Company and its executives deliver on
Role of Independent Compensation Consultant The Compensation Committee has the sole authority to retain, oversee and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and to approve the consultant’s fees and retention terms. The Compensation Committee has retained FW Cook, until October 2021, and Pearl Meyer since then as its executive compensation consultants. FW Cook and Pearl Meyer also advised the Nominating and Corporate Governance Committee regarding director compensation but did not provide any other services to Sealed Air. Sealed Air pays the fees of FW Cook and Pearl Meyer. FW Cook Role of CEO and Management The Compensation Committee from time to time directs members of management to work with While the Compensation Committee approved metrics for the The CEO submits salary and bonus recommendations to the Compensation Committee for the other
Use of Peer Group Data The Compensation Committee uses data from a peer group as a factor in setting executive compensation levels and in designing executive compensation programs. The peer group is reviewed annually by the Compensation Committee. The Compensation Committee includes companies primarily in the materials sector that are comparable to Sealed Air based on sales, Peer Group Companies
The Compensation Committee considers comparative executive compensation levels and practices based on information from the peer companies as well as other industry and market data provided by FW Cook and Pearl Meyer related to general industry executive compensation trends. Stock Ownership Guidelines In order to align the interests of named executive officers and stockholders, we believe that our named executive officers should have a significant financial stake in Sealed Air. To further that goal, we have stock ownership guidelines that apply to our named executive officers and other key executives. The guidelines for our named executive officers are as follows:
Executive officers are required to hold a multiple of their salary: 6 for the CEO, 3 for the other members of the executive leadership team (including all other named executive officers); and 2 for all other executive officers;
Share equivalents held in our tax-qualified retirement plans are included, but unvested awards under our equity compensation plans are excluded;
Until the minimum stock ownership has been reached, executive officers are expected to retain a percentage of the shares received as awards under our equity compensation programs after payment of applicable taxes (100% for awards that vested before August 12, 2020; 75% for awards to the CEO and 50% for all other awards that vested on or after August 12, 2020); and
The Compensation Committee can approve exceptions to the stock ownership guidelines for executive officers in the event of financial hardship. As of March
Savings, Retirement and Health and Welfare Benefits Our named executive officers participate in the retirement programs available generally to employees in the countries in which they work because we believe that participation in these programs and in the other health and welfare programs mentioned below is an important part of a competitive compensation package. In the United States, our named executive officers participate in a tax-qualified defined contribution retirement plan, the Sealed Air Corporation 401(k) and Profit-Sharing Plan. As a result of participating in this broad-based retirement plan, our executive officers are eligible to receive profit-sharing and matching contributions paid by us, up to IRS limits applicable to tax-qualified plans.
U.S.-based named executive officers may elect to defer a portion of salary or cash incentive awards under our nonqualified deferred compensation plan. The Compensation Committee believes that this plan is appropriate because executives are limited in the amount that they can save for retirement under the 401(k) and Profit-Sharing Plan due to IRS limits applicable to tax-qualified retirement plans. No employer contributions are provided under the deferred compensation plan. We do not offer any other nonqualified excess or supplemental benefit plans to our named executive officers in the United States. All of our named executive officers participate in the health, life insurance, disability benefits and other welfare programs that are provided generally to employees in the countries in which they work. Perquisites and Other Personal Benefits Consistent with our performance-oriented environment, we These perquisites Compensation Recoupment (Clawback) Policy Our compensation recoupment (clawback) policy, or the Recoupment Policy, requires each executive officer to reimburse us for all or a portion of any annual or long-term incentive compensation paid to the executive officer based on achievement of financial results that were subsequently the subject of a restatement due to error or misconduct regardless of whether the executive officer was responsible for the error or misconduct so long as no payment or award or a lower payment or award would have been made to the officer based on the restated results. The Board of Directors will make the determination whether to seek recovery. The Recoupment Policy is part of our overall risk management practices to ensure that compensation programs do not encourage manipulation of financial results. In addition, the Recoupment Policy provides that our CEO and CFO must reimburse us for any compensation or profits from the sale of securities under Section 304 of the Sarbanes-Oxley Act of 2002. The Recoupment Policy has been incorporated into our equity award documents. Employment, Severance and Change in Control Arrangements Employment Agreements
We entered into
position and duties, compensation, post-employment covenants and other matters, including provisions regarding certain new-hire equity awards described above and certain severance benefits described under “—Executive Compensation Tables—Payments Upon Termination or Change in Control” below. The Compensation Committee believes that the terms of the We award,
Base salary at his current annual rate, A completion bonus in the amount of $167,000, paid in a lump sum after the end of his employment, and Continued participation in the Company’s employee benefit plans in accordance with their terms. Mr. Sullivan will not receive any long-term incentive awards in 2021. The other terms and provisions of his original offer letter remained in effect until his departure, including the special equity vesting terms. We also entered into an offer letter agreement with Mr. Stephens dated November 23, 2020, in connection with his recruitment. The offer letter agreement includes provisions regarding Mr. Stephens’ position and duties, compensation, post-employment covenants, and other matters, including the sign-on cash bonus and RSU award described above. Executive Severance In early 2014, the Compensation Committee established the Executive Severance Plan. This plan provides for reasonable severance benefits in the case of an executive’s involuntary termination of employment, either by us without “cause” or by the executive for “good reason.” The Compensation Committee believes that the Executive Severance Plan serves the interests of stockholders by encouraging the retention of a stable management team. Under the Executive Severance Plan, in the case of an involuntary termination of employment without cause or with good reason, the executive is eligible for severance benefits equal to one year of base salary and target annual bonus payable in installments over 12 months and health and welfare benefits for a period of 12 months. If the qualifying termination occurs upon or within two years after a change in control of Sealed Air, the executive is instead entitled to receive (1) a lump sum payment equal to two years of the sum of base salary and target annual bonus, (2) continued health and welfare benefits for up to 18 months, and (3) accelerated vesting of all outstanding equity compensation awards. Severance benefits are conditioned upon the executive giving us a general release of claims at the time of separation. Benefits are also conditioned upon the executive’s compliance with certain restrictive covenants regarding non-disparagement, confidentiality and non-competition (in addition to any other restrictive covenants to which an
employee may be subject). No tax gross-ups are provided to any participant under the plan in case of any excise taxes under Sections 280G and 4999 of the Internal Revenue Code as a result of payments under the plan in connection with a change in control. If an executive covered by the plan is also entitled to severance under an existing agreement with us, the terms of the individual severance agreement will control instead of the plan. Mr. Sullivan’s offer letter, for example, includes certain special equity vesting provisions in lieu of Mr. Sullivan’s participation in the Executive Severance Plan.
Timing of Equity Grants PSU and RSU awards made to our executive officers under our equity compensation plans are made during the first 90 days of each year, either at the regularly-scheduled meeting of the Compensation Committee held in February of each year or at a special meeting held later but during the first 90 days of the year. In addition, SLO awards are made effective on a date set by the Compensation Committee in advance but no later than March 15 to those executive officers who have elected to receive a portion of their annual incentive award as an SLO award. The date is selected based on when the Compensation Committee expects that all annual incentive awards will be determined and to allow our staff sufficient time to assist executive officers to make required SEC filings for the SLO awards on a timely basis. To the extent that other awards of restricted stock or RSUs may be made to executive officers, they are generally made at regular or special meetings or by unanimous written consents of the Compensation Committee. Awards are generally effective on the date of such meeting or unanimous written consent. Dates for Compensation Committee meetings are usually set during the prior year, and the timing of meetings and awards is unrelated to the release of material non-public information. Section 162(m) Considerations Internal Revenue Code Section 162(m) limits the deductibility of compensation in excess of $1 million paid to certain covered employees (generally including the named executive officers) in any calendar year.
The Organization and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the members of the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Sealed Air’s 2021. Organization and Compensation Committee
Françoise Colpron, Chair Michael P. Doss Harry A. Lawton III Neil Lustig
Board Oversight of Compensation Risks We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on Sealed Air. In With respect to our executive compensation programs, a number of risk mitigation features were in place in The primary metric for the Annual Incentive Plan focused on earnings (Adjusted EBITDA, Net Sales and free cash flow), and the Compensation Committee had discretion to adjust bonus pool funding and individual award payouts.
The following table shows compensation for our named executive officers for the years indicated.
Grants of Plan-Based Awards in 2021 The following table sets forth additional information concerning stock awards granted during
The threshold number of shares for
Annual Incentive Plan: Cash Bonuses and SLO Each of the named executive officers has a target bonus that is established by the Compensation Committee during the first quarter of the year. Also, certain of the named executive officers have the opportunity at a time determined by the Compensation Committee (generally prior to the start of the performance year) to designate a portion of his or her annual bonus to be received as a SLO award under the 2014 Incentive Plan. The portion to be denominated as SLO awards, in increments of 25% of the annual bonus, may be given a premium to be determined by the Compensation Committee each year. The stock price used to calculate the number of shares that can be earned is the average closing price for the first 15 trading days of the performance year, thereby reflecting stock price changes during the performance year in the value of the SLO award. Beginning in 2019, no new executive officers may make this election. Once the amount of the annual bonus has been determined for each named executive officer following the end of the year, the cash portion is paid out shortly thereafter, and the SLO award is provided in the form of an award of RSUs under the 2014 Incentive Plan. These RSUs are granted on a date determined by the Compensation Committee, but no later than March 15 following the end of the performance year, and vest on the second anniversary of the RSU grant date. For example, the RSUs awarded for a Retirement for the purpose of SLO awards and the PSU awards described below means (i) for PSU awards granted before 2018 and SLO awards through 2018 performance year, termination of employment after five or more years of
employment and with years of employment plus age equal to 70 or more, and (ii) for PSU awards granted beginning in 2018 and SLO awards beginning for the 2019 performance year, termination of employment after at least age 55 with at least 10 years of employment, and in each case excluding termination for cause. Performance Share Unit PSU awards, which were awarded under the 2014 Incentive Plan, generally provide for a three-year performance period with a targeted number of shares to be earned if performance during the period meets goals set by the Compensation Committee during the first 90 days of the period. If performance is below defined threshold levels, then no units will be earned, and if performance exceeds defined maximum levels, then a maximum number of units (above the target number) will be earned. PSU awards are not transferable by the recipient until the end of the performance period and certification by the Compensation Committee with respect to each performance measure used for the award. If a recipient terminates employment during the performance period due to death, disability or retirement, then the recipient (or his or her estate) will receive a pro rata payout following the end of the performance period based on the portion of the performance period during which the recipient was employed and based on the number of units that would have been earned by the recipient if he or she had remained employed for the entire performance period. If the recipient leaves employment during the performance period for any other reason, then the units are forfeited, except for certain circumstances following a change in control. At about the same time that shares are issued to recipients following the performance period, recipients also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. Holders of PSU awards have no voting rights as stockholders until shares of common stock are issued after the end of the performance period. Restricted Stock As part of the
Outstanding Equity Awards at The following table shows, as of December 31,
Stock Vested in 2021 The following table shows the number of shares vested for stock awards for the named executive officers during
The value realized represents the gross number of shares or units that vested, multiplied by the closing market value of our common stock on the applicable vesting date, and includes any amounts that were withheld for applicable taxes. Certain
Pension Benefits in
Nonqualified Deferred Compensation in
Each year the Deferred Compensation Plan for Key Employees permits participating employees to elect to defer (a) up to 50% of base salary for the year and (b) up to 100% of the cash annual incentive award for the year payable under our Annual Incentive Plan. Our Deferred Compensation Plan for Key Employees permits discretionary contributions by us. Participant account balances are credited with interest as determined by the Compensation Committee, which has determined that accounts will be adjusted monthly based on the Moody’s Seasoned Aaa Corporate Bond Yield for that month. A participant’s account will be distributed based on the participant’s payment election made at the time of deferral. A participant can elect to have deferrals credited to a “retirement account” to be paid in a lump sum or installments (over 5, 10 or 15 years) commencing the seventh month after termination of employment or at a later age or date selected by the participant. Alternatively, a participant can have up to two Payments Upon Termination or Change in Control We do not have any severance programs or agreements covering any of our named executive officers, except for the arrangements described below and benefits generally available to salaried employees, also noted below. We also have no programs or agreements providing any payments or benefits to our named executive officers in connection with a change in control, except as part of our equity compensation awards and Executive Severance Plan as discussed in more detail below. The following describes arrangements that address cash payments or other benefits to certain of our named executive officers following termination of employment: Doheny Offer Letter Agreement Mr. Doheny’s 2017 Offer Letter includes severance protection if Mr. Doheny’s employment is terminated by us without “cause” or by Mr. Doheny for “good reason” (as those terms are defined in the 2017 Offer Letter). If the termination of employment occurs other than within 24 months after a change in control, the cash severance equals two times the sum of his annual salary and target annual bonus. If the termination of employment occurs on or within 24 months after a change in control, the cash severance equals three times the sum of his annual salary and target annual bonus. Payments for a pro rata bonus and premiums for certain health benefits may also apply. The 2017 Offer Letter does not provide for any tax gross-ups for excise taxes for payments in connection with a change in control, and instead provides for a “best net” cutback consistent with our standard practice for other senior executives. Payment of severance is conditioned on Mr. Doheny providing us with a release of claims and complying with applicable covenants. Upon a termination without cause or with good reason on December 31, 2021, Mr. Doheny would have received the amount of severance benefits shown in the table below. Sullivan Offer Letter Agreement Mr. Sullivan’s offer letter agreement includes certain special equity vesting in lieu of cash severance benefits under the Executive Severance Plan or otherwise. These special equity vesting provisions are described in more detail
If a termination without cause or for good reason occurs upon or within two years after a change in control, the employee is instead entitled to receive (a) a lump sum payment equal to two years of the sum of base salary plus target annual bonus, (b) continued health and welfare benefits for up to 18 months, and (c) accelerated vesting of all outstanding equity compensation awards. For this purpose, and consistent with the current provisions of our stockholder-approved 2014 Incentive Plan, accelerated vesting of any performance-based equity awards is based on assumed achievement of performance goals at the greater of target performance or actual performance measured through the last quarter preceding the change in control. Additional details on treatment of equity awards upon termination of employment or following a change in control can be found below. Severance benefits are conditioned upon an employee giving us a general release of claims at the time of separation. Benefits are also conditioned upon an employee’s compliance with certain restrictive covenants regarding non-disparagement, confidentiality, and non-competition (in addition to any other restrictive covenants to which an employee may be subject). No tax gross-ups are provided to any participant under the Plan in case of any excise taxes under Sections 280G and 4999 of the Internal Revenue Code as a result of payments under the Executive Severance Plan in connection with a change in control. If an employee covered by the Plan is also entitled to severance under an existing agreement with us, the terms of the individual severance agreement will control instead of the Plan. The following table shows the total amount that would have been payable to the named executive officers (other than Mr. Sullivan) under the Executive Severance Plan, or, for Mr. Doheny, under his
Our incentive award programs include provisions addressing the extent to which the award becomes vested and payable or is forfeited upon termination of employment. The following briefly describes the key features of these provisions. See also “— Annual Bonus Awards
Under our Annual Incentive Plan, employees must remain employed through the applicable payment date in order to be entitled to receive an annual bonus for a year; otherwise, payment of the annual bonus is at our discretion. Bonuses are paid during the month of March for the prior year, so termination of the named executive officers as of the end of 2021 would have meant that they were not entitled to receive a cash bonus or SLO award based on 2021 performance. For a termination of employment before the bonus payment date, the payment of an annual bonus is discretionary depending on the circumstances. Under his offer letter agreement, however, Mr. Doheny will receive a pro rata annual bonus in case of a termination without cause or for good reason. The annual bonus paid (as cash and/or SLO award) under the Annual Incentive Plan to each named executive officer for 2021 was as follows: Mr. Doheny, $1,716,361; Mr. Chammas, $513,398; Mr. Stephens, $460,800; Mr. Pupkin, $270,000; and Ms. Willis, $286,587. These amounts may not represent the amounts that would have been awarded if the named executive officers had terminated employment at the end of 2021 for any of the reasons noted above. Mr. Sullivan received a completion bonus of $167,000 in 2021 but was not eligible for a bonus under the 2021 Annual Incentive Plan.
These awards will vest in full in case of death or disability before the scheduled vesting date and will generally forfeit for any other termination of employment before the scheduled vesting date with six exceptions. First, SLO awards that have been awarded as RSUs after the end of the performance year will vest in full upon retirement. Second, RSAs and RSUs will vest upon a termination of employment by us without cause or by the executive with good reason that occurs within two years after a change in control. Third, for SLO awards, the “principal portion” that would have otherwise been paid in cash vests in full upon any termination other than a termination for cause. Fourth, Mr. Doheny’s 2017 Offer Letter, as amended, provides for prorated vesting of his new hire RSUs if he has been terminated without cause or terminates with good reason on or before September 18, 2022. Fifth, Mr. Sullivan’s offer letter agreement includes certain special vesting provisions in lieu of cash severance benefits, as described further below. Sixth, within 90 days following the date of termination, the Compensation Committee can waive the forfeiture of RSAs or RSUs. Performance Share Units
Mr. Sullivan’s offer letter agreement
triggered, all of Mr. Sullivan’s outstanding equity awards table under “Stock Vested in 2021.” The following table shows the amounts that would have been payable to the named executive officers (other than Mr. Sullivan) under these equity award programs for a termination of employment as of December 31,
The benefits described or referenced above are in addition to benefits available generally to salaried employees upon termination of employment, such as, for employees in the United States, distributions under our 401(k) and Profit-Sharing Plan, non-subsidized retiree medical benefits, disability benefits and accrued vacation pay (if applicable).
As required by applicable SEC rules, we are providing the following estimate of the relationship of the annual total compensation of our employees and the annual total compensation of Edward L. Doheny II, our President and CEO as of the end of For $9,695,289. Based on this information, we reasonably estimate that for We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO.
We determined that, as of December 31, 2021, our employee population consisted of approximately 16,500 individuals. This population consisted of our full-time, part-time and temporary employees employed with us as of the determination date.
To identify the “median employee” from our employee population, we used total annual salary (including base wages for hourly employees) that each employee was paid for 2021 before any taxes, deductions, insurance, premiums and other payroll withholding, plus any 2021 target bonus amount. Salaries in foreign currency were translated into USD at the full year (statement of operations) exchange rates. We then identified three individuals, all within $18 of one another based on this consistently applied compensation measure and selected as the median employee the individual with our standard benefits. We did not use any statistical sampling techniques.
For the annual total compensation of our CEO, we used the amount reported in the “Total” column in “Executive Compensation—2021 Summary Compensation Table.” However, to maintain consistency between the annual total compensation of our CEO and the median employee, we also added the estimated value of certain broad-based group health and life benefits for our CEO to the amount reported in that table. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.
The following table provides information as of December 31,
274,296 performance share units awarded under the 2019 three-year PSU award. This number reflects that such awards are paid out based upon the achievement level equal to 132.5% of the target, as certified by the Organization and Compensation Committee in February 2022. 472,385 performance share units awarded under the 2020 three-year PSU award. This number reflects an assumption that such awards will be paid out at 165% of the target, based on current projected performance conditions. 302,665 performance share units awarded under the 2021 three-year PSU award. This number reflects an assumption that such awards will be paid out at 125% of the target, based on current projected performance conditions. 35,000 performance share units awarded to Mr. Doheny. 1,819,265 unvested restricted stock units. 74,297 deferred stock units held by non-employee directors.
There is no exercise price for shares or units awarded under the 2014 Incentive Plan. There was no exercise price for deferred stock units credited to the accounts of non-employee directors in
After assessing the qualifications, performance and independence of PricewaterhouseCoopers LLP,
On February 25, 2022, the Audit Committee presented its conclusions regarding the selection and appointment of PwC as our independent auditors to the Board. Following this presentation, the Board voted unanimously to recommend that the stockholders vote to ratify the Audit Committee’s selection of PwC as our independent registered public accounting firm for 2022. The Audit Committee Even if the proposal is approved, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm to serve as independent auditor at any time during the year. We expect representatives of PwC The Board of Directors recommends a vote
The following table sets forth the aggregate fees billed to us by PwC for professional services rendered for the fiscal
The Audit Committee has adopted a policy that requires the Audit Committee or
The Audit Committee of the Board of Directors consists entirely of members who meet the independence requirements of the listing standards of the New York Stock Exchange (NYSE), the rules and regulations of the SEC and the Standards for Director Independence of Sealed Air Corporation (Sealed Air), as determined by the Board of Directors, or the Board. The Board also determined that all Audit Committee members are financially literate in accordance with NYSE listing standards and each of Messrs. Ahmad and Keizer Management is responsible for Sealed Air’s system of internal control and financial reporting processes, for the preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles and for the annual report on Sealed Air’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of Sealed Air’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or PCAOB, and for issuing a report on the financial statements and the effectiveness of Sealed Air’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes. Audit Committee members do not serve as professional accountants or auditors for Sealed Air, and their functions are not intended to duplicate or certify the activities of Sealed Air’s management or independent registered public accounting firm. Consistent with its monitoring and oversight responsibilities, the Audit Committee met with management and PricewaterhouseCoopers LLP, or PwC, the independent registered public accounting firm of Sealed Air, to review and discuss the December 31, The Audit Committee received from PwC the written communication that is required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and the Audit Committee discussed with PwC that firm’s independence. The Audit Committee also considered whether PwC’s provision of non-audit services and the audit and non-audit fees paid to PwC were compatible with maintaining that firm’s independence. On the basis of these reviews, the Audit Committee determined that PwC has the requisite independence. Management completed the documentation, testing and evaluation of Sealed Air’s system of internal control over financial reporting as of December 31,
Based upon the Audit Committee’s discussions with management and PwC and the Audit Committee’s review of the information provided by, and the representations of, management and PwC, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements as of and for the year ended December 31, Audit Committee Henry R. Keizer, Chair Zubaid Ahmad Françoise Colpron
Our stockholders have the opportunity at the Annual Meeting to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. At our 2017 Annual Meeting of Stockholders, we asked our stockholders to indicate if we should hold a “say-on-pay” vote every one, two or three years. Consistent with the recommendation of the Board of Directors, our stockholders indicated by advisory vote their preference to hold a “say-on-pay” vote annually. After consideration of the 2017 voting results, and based upon its prior recommendation, the Board elected to hold a stockholder “say-on-pay” vote annually. Our compensation program is intended to provide appropriate and balanced incentives toward achieving our annual and long-term strategic objectives, to support a performance-oriented environment based on the attainment of goals and objectives intended to benefit us and our stockholders and to create an alignment of interests between our executives and our stockholders. This approach has resulted in our ability to motivate our existing executives and to attract new executives with the skills and attributes that we need. Please refer to “Executive Compensation—Compensation Discussion and Analysis” for an overview of the compensation of our named executive officers. We are asking for stockholder approval of the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules, which disclosures include the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the narrative discussion following the compensation tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement. Accordingly, stockholders are being asked to vote on the following resolution: RESOLVED, that the stockholders of Sealed Air Corporation approve the compensation paid to Sealed Air Corporation’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. This vote is advisory and therefore not binding on Sealed Air, the Compensation Committee or the Board of Directors. However, the Board and its Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. The Board recommends a vote “FOR” the approval of the compensation paid to our named executive officers, as disclosed in this Proxy Statement.
our 2021 Annual Report to Stockholders, which includes our audited consolidated financial statements; this Proxy Statement for the 2022 Annual Meeting, which also includes a letter to stockholders from our President and Chief Executive Officer and a Notice of Annual Meeting of Stockholders; and for stockholders receiving printed copies of the 2021 Annual Report and Proxy Statement by mail, a proxy card for the Annual Meeting. These materials were first made available on the Internet or mailed to stockholders on or about April 14, 2022.
An organization that holds your beneficially owned shares in street name will vote in accordance with the instructions you provide. If you do not provide the organization with specific voting instructions with respect to a proposal, under the rules of the New York Stock Exchange the organization’s authority to vote your shares will depend upon whether the proposal is considered a “routine” or non-routine matter.
The organization generally may vote your beneficially owned shares on routine items for which you have not provided voting instructions to the organization. The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2022 (Proposal 2). The organization generally may not vote on non-routine matters, including Proposals 1 and 3. Instead, it will inform the inspector of election that it does not have the authority to vote on those matters. This is referred to as a “broker non-vote.” For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any of the three proposals to be acted upon by the stockholders, including abstentions or proxies containing broker non-votes.
Via the Internet: You may vote via the Internet at www.proxyvote.com, in accordance with the voting instructions printed on the Notice of Internet Availability of Proxy Materials and the proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern daylight time, on May 25, 2022. You will be given the opportunity to confirm that your instructions have been recorded properly. If you vote via the Internet, you do not need to return a proxy card. By Telephone: If you receive a proxy card by mail, you may vote by calling +1-800-690-6903 and following the instructions provided on the telephone line. Telephone voting is available 24 hours a day until 11:59 p.m., Eastern daylight time, on May 25, 2022. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been recorded properly. If you vote by telephone, you do not need to return a proxy card. By Mail: If you receive a proxy card by mail, you may vote by returning the completed and signed proxy card in the postage-paid return envelope provided with the proxy card. If you hold shares in street name, you may vote your shares of our common stock by following the voting instructions provided by your bank, broker or other nominee. In most instances, you will be able to do submit your voting instructions to your bank, broker or other nominee on the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. For your information, voting via the Internet is the least expensive to Sealed Air, followed by telephone voting, with voting by mail being the most expensive. Also, you may help us to save the expense of a second mailing if you vote promptly.
voting via the Internet or telephone at a later time; submitting a completed and signed proxy card with a later date; or voting via the Internet at the Annual Meeting.
If you are a beneficial owner of shares held in street name, you should contact your bank, broker or other nominee for instructions as to whether, and how, you can change or revoke your proxy.
Introduction Holders who are present virtually or represented by proxy and who hold shares representing a majority of the votes eligible to be cast will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing broker non-votes. Proposal 1. Election of Directors Each director will be elected by a vote of the majority of the votes cast with respect to that director, where a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” the director. We will not count shares voted to “abstain” for the purpose of determining whether a director is elected. Similarly, broker non-votes will not have any effect on the outcome of the election of directors since broker non-votes are not counted as “votes cast.” Under our Certificate of Incorporation, our Bylaws and the Delaware General Corporation Law, a director holds office until a successor is elected and qualified or until his or her earlier resignation or removal. Each of the eight nominees currently serves as a director. If any of the nominees who are currently in office is not elected at the Annual Meeting, then our Bylaws provide that the director shall offer to resign from the Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other actions should be taken. The Board will consider and act on the recommendation of the Nominating and Corporate Governance Committee and publicly disclose its decision and the rationale behind it within ninety days from the date of the certification of the election results. The director who offers his or her resignation will not participate in the decision of the Nominating and Corporate Governance Committee or the Board. If the Board accepts such resignation, then the Board may fill the vacancy resulting from that resignation or may reduce the number of directors that constitutes the entire Board so that no vacancy exists. Proposal 2. Ratification of Appointment of Independent Auditor for 2022 The ratification of PricewaterhouseCoopers LLP as our independent auditor for the year ending December 31, 2022 requires the affirmative vote of a majority of the votes entitled to be cast and present virtually or represented by proxy at the Annual Meeting. Abstentions will be deemed present and, therefore, will count as votes against this proposal. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted. Proposal 3. Approval of 2021 Executive Compensation on an Advisory Basis The approval, on an advisory basis, of our 2021 executive compensation requires the affirmative vote of a majority of the votes entitled to be cast and present virtually or represented by proxy at the Annual Meeting. Abstentions will be deemed present and, therefore, will count as votes against this proposal. Broker non-votes will have no effect on the outcome of this proposal, since broker non-votes are not counted as “votes entitled to be cast.”
Stockholder Proposals for In order for stockholder proposals for the Stockholder Director Nominations for Inclusion in the 2023 Proxy Statement We have adopted a proxy access right to permit, under certain circumstances, a stockholder or a group of stockholders to include in our annual meeting Proxy Statement director candidates whom they have nominated. These proxy access provisions in our Bylaws provide, among other things, that a stockholder or group of up to 20 stockholders seeking to include director candidates in our annual meeting Proxy Statement must own, in the aggregate, at least 3% of the Company’s outstanding common stock continuously for at least the previous three years. The number of shareholder-nominated candidates appearing in any meeting Proxy Statement cannot exceed the greater of 20% of our Board or two directors. Stockholder(s) and the nominee(s) must satisfy the other requirements outlined in our Bylaws. Notice of proxy access director nominees must be received in proper written form at our corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208, directed to the attention of the Corporate Secretary, no earlier than December 27, 2022 and no later than January 26, 2023. Please refer to our Bylaws for the complete proxy access requirements. Stockholder Director Nominations and Other Stockholder Proposals for Presentation at the 2023 Annual Meeting But Not Included in the 2023 Proxy Statement Our Bylaws set forth the procedures you must follow in order to nominate a director for election or to present any other proposal at an annual meeting of our stockholders, other than nominations or proposals intended to be included in our We have posted a copy of our Amended and Restated Bylaws on our website at https://ir.sealedair.com/corporate-governance/highlights.
SEC rules permit us to deliver a single copy of our
We will pay all expenses of preparing, printing and mailing, and making available over the Internet, these proxy materials, as well as all other expenses of soliciting proxies for the Annual Meeting on behalf of the Board of Directors. Georgeson LLC will solicit proxies by personal interview, mail, telephone, facsimile, e-mail, Internet or other means of electronic transmission and will request brokerage houses, banks, and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of common stock held of record by these persons. We will pay a fee of On behalf of the Board of Directors, Angel S. Willis Vice President, General Counsel and Secretary Charlotte, North Carolina April 14, 2022
This Proxy Statement contains information regarding Adjusted EBITDA, Adjusted EPS and free cash flow, which are non-U.S. GAAP financial measures used by the Company. Non-U.S. GAAP information does not purport to represent any similarly titled U.S. GAAP information and is not an indicator of our performance under U.S. GAAP. You are cautioned against placing undue reliance on these non-U.S. GAAP financial measures. Further, you are urged to review and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measure to arrive at these non-U.S. GAAP financial measures. Adjusted EBITDA We define Adjusted EBITDA as Earnings before Interest Expense, Taxes, Depreciation and Amortization, adjusted to exclude the impact of certain specified items (“Special Items”). Management uses Adjusted EBITDA as one of many measures to assess the performance of the business. Additionally, Adjusted EBITDA is the performance metric used by the Company’s chief operating decision maker to evaluate performance of our reportable segments. The following table shows a reconciliation of U.S. GAAP Net Earnings from continuing operations to non-U.S. GAAP Consolidated Adjusted EBITDA from continuing operations:
Adjusted Net Earnings and Adjusted Earnings Per Share Adjusted Net Earnings and Adjusted Earnings Per Share (“Adjusted EPS”) are also used by the Company to measure total company performance. We define Adjusted Net Earnings as U.S. GAAP net earnings from continuing operations excluding the impact of Special Items. Adjusted EPS is defined as our Adjusted Net Earnings divided by the number of diluted shares outstanding. The following table shows a reconciliation of U.S. GAAP Net Earnings and Diluted Earnings per Share from continuing operations to non-U.S. GAAP Adjusted Net Earnings and Adjusted EPS from continuing operations:
Free Cash Flow In addition to net cash provided by operating activities, we use free cash flow as a useful measure of performance and an indication of the strength and ability of our operations to generate cash. We define free cash flow as cash provided by operating activities less capital expenditures (which is classified as an investing activity). Free cash flow does not represent residual cash available for discretionary expenditures, including certain debt servicing requirements or non-discretionary expenditures that are not deducted from this measure. The following table shows a reconciliation of U.S. GAAP Cash flow provided by operating activities to non-U.S. GAAP free cash flow:
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SEALED AIR CORPORATION
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — D73526-P71079-Z82148 SEALED AIR CORPORATION Annual Meeting of Stockholders May 26, 2022 8:00 a.m. This proxy is solicited by the Board of Directors The signer hereby appoints Edward L. Doheny II, Christopher J. Stephens, Jr. and Angel S. Willis, or a majority of them as shall act (or if only one shall act, then that one) (the “Proxy Committee”), proxies with power of substitution to act and vote at the 2022 Annual Meeting of Stockholders of Sealed Air Corporation (the “2022 Annual Meeting”) to be held at 8:00 a.m. (Eastern Daylight Time) on May 26, 2022 and at any adjournments thereof. The 2022 Annual Meeting will be hosted live via the Internet at www.virtualshareholdermeeting.com/SEE2022. The Proxy Committee is directed to vote as indicated on the reverse side and in its discretion upon any other matters that may properly come before the 2022 Annual Meeting. If the signer is a participant in Sealed Air Corporation’s 401(k) and Profit-Sharing Plan and has stock of Sealed Air Corporation allocated to his or her account, the signer instructs the trustee of such plan to vote such shares of stock, in person or by proxy, in accordance with the instructions on the reverse side at the 2022 Annual Meeting and any adjournments thereof and in its discretion upon any other matters that may properly come before the 2022 Annual Meeting. The terms of the plan provide that shares for which no voting instructions are received will be voted in the same proportion as shares are voted for participants who provide voting instructions. The plan trustee will vote the allocated shares in the plan as directed by each participant who provides voting instructions to it before 11:59 p.m. (Eastern Daylight Time) on May 23, 2022. The signer hereby revokes all proxies previously given by the signer to vote at the 2022 Annual Meeting and any adjournments and acknowledges receipt of Sealed Air Corporation’s Proxy Statement for the 2022 Annual Meeting. Continued and to be signed on reverse side |