Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Silgan Holdings Inc. |
Entity Central Index Key | 0000849869 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||||
Pay vs Performance Disclosure, Table | Pay vs. Performance The following table, or the Pay vs. Performance Table, is required by the SEC to be included in this Proxy Statement to (i) summarize compensation paid to our CEO, who is our principal executive officer, or PEO, as set forth in our Summary Compensation Table, compensation actually paid to our PEO calculated as prescribed by SEC rules, average compensation paid to our Non-PEO Non-PEO Non-PEO For each of 2020, 2021 and 2022, the increase in the Compensation Actually Paid to the PEO and the Non-PEO Non-PEO Non-PEO Non-PEO Value of Initial Fixed $100 (a) (b)(1) (b)(1) (c)(1)(2) (c)(1)(3) (d)(4) (e)(4)(5) (f)(6) (g)(7) (h) (i)(8) Year Summary Summary Compensation Compensation Average for Non-PEO Average to Non-PEO Company Peer Group Net Adjusted 2023 N/A $4,966,705 N/A $4,152,625 $1,875,725 $1,324,478 $154.21 $118.91 $325,965 $870,694 2022 N/A $7,902,867 N/A $9,811,477 $2,261,771 $3,052,252 $173.91 $110.49 $340,848 $964,034 2021 $6,242,894 $2,931,122 $8,314,969 $3,705,740 $1,660,604 $2,306,732 $141.75 $134.41 $359,081 $846,441 2020 $5,928,906 N/A $8,400,607 N/A $2,067,088 $2,487,955 $121.08 $121.14 $308,722 $766,836 (1) The Company’s PEO for 2020 was Mr. Allott. On July 1, 2021, the Board of Directors of the Company elected and appointed Mr. Greenlee as Chief Executive Officer of the Company, effective September 1, 2021, succeeding Mr. Allott in such position. Therefore, in 2021 the first PEO of the Company was Mr. Allott and the second PEO of the Company was Mr. Greenlee. The Company’s PEO for 2022 was Mr. Greenlee. (2) To determine the compensation actually paid to Mr. Allott for 2021, Mr. Allott’s total compensation for 2021 in the Summary Compensation Table was reduced by $3,602,550 for equity awards and then $5,674,625 was added back for equity awards, including for equity awards granted in previous years. To determine the compensation actually paid to Mr. Allott for 2020, Mr. Allott’s total compensation for 2020 in the Summary Compensation Table was reduced by $3,417,295 for equity awards and then $5,888,996 was added back for equity awards, including for equity awards granted in previous years. (3) To determine the compensation actually paid to Mr. Greenlee for 2023, Mr. Greenlee’s total compensation for 2023 in the Summary Compensation Table was reduced by $3,239,250 for equity awards and then $2,425,170 was added back for equity awards, including for equity awards granted in previous years. To determine the compensation actually paid to Mr. Greenlee for 2022, Mr. Greenlee’s total compensation for 2022 in the Summary Compensation Table was reduced by $5,736,680 for equity awards and then $7,645,290 was added back for equity awards, including for equity awards granted in previous years. To determine the compensation actually paid to Mr. Greenlee for 2021, Mr. Greenlee’s total compensation for 2021 in the Summary Compensation Table was reduced by $1,276,223 for equity awards and then $2,050,841 was added back for equity awards, including for equity awards granted in previous years. (4) The Company’s Non-PEO Non-PEO Non-PEO (5) To determine the average compensation actually paid to the Company’s Non-PEO Non-PEO Non-PEO Non-PEO Non-PEO Non-PEO Non-PEO Non-PEO (6) The Company Total Shareholder Return amounts assume an initial investment of $100 on January 1, 2020 and that all dividends are reinvested. (7) The Peer Group Total Shareholder Return amounts assume an initial investment of $100 on January 1, 2020 and that all dividends are reinvested. The companies in the Peer Group Total Shareholder Return, or the Peer Group, consist of the companies that make up the Dow Jones US Containers & Packaging Index, which are: Amcor plc, AptarGroup Inc., Avery Dennison Corporation, Ball Corporation, Berry Global Group Inc., Crown Holdings Inc., Graphic Packaging Holding Company, International Paper Company, Packaging Corporation of America, Sealed Air Corporation, Silgan Holdings Inc., Sonoco Products Company and Westrock Company. The Dow Jones US Containers & Packaging Index is weighted on the basis of market capitalization. (8) In the Company’s assessment, for the most recently completed fiscal year, Adjusted EBITDA represents the most important financial performance measure used by the Company to link compensation actually paid to the Company’s NEOs to the Company’s performance. Adjusted EBITDA is calculated from the Company’s audited financial statements as net income before interest, taxes, depreciation and amortization and rationalization charges, acquisition termination fees (net of related costs), costs attributable to announced acquisitions, the impact from any foreign currency devaluations and other pension income (expense) from U.S. pension plans, and subject to further adjustment as determined by the Compensation Committee for acquisitions and/or divestitures and unusual gains and unusual losses. For 2022, 2021 and 2020, Adjusted EBITDA was calculated in the same manner as it was for 2023 except that other pension income from U.S. pension plans of $47.5 million, $53.5 million and $41.1 million in such years, respectively, was included in and not excluded from Adjusted EBITDA in such years. | |||||
Company Selected Measure Name | Adjusted EBITDA | |||||
Named Executive Officers, Footnote | The Company’s Non-PEO Non-PEO Non-PEO | |||||
Peer Group Issuers, Footnote | The Peer Group Total Shareholder Return amounts assume an initial investment of $100 on January 1, 2020 and that all dividends are reinvested. The companies in the Peer Group Total Shareholder Return, or the Peer Group, consist of the companies that make up the Dow Jones US Containers & Packaging Index, which are: Amcor plc, AptarGroup Inc., Avery Dennison Corporation, Ball Corporation, Berry Global Group Inc., Crown Holdings Inc., Graphic Packaging Holding Company, International Paper Company, Packaging Corporation of America, Sealed Air Corporation, Silgan Holdings Inc., Sonoco Products Company and Westrock Company. The Dow Jones US Containers & Packaging Index is weighted on the basis of market capitalization. | |||||
Adjustment To PEO Compensation, Footnote | (2) To determine the compensation actually paid to Mr. Allott for 2021, Mr. Allott’s total compensation for 2021 in the Summary Compensation Table was reduced by $3,602,550 for equity awards and then $5,674,625 was added back for equity awards, including for equity awards granted in previous years. To determine the compensation actually paid to Mr. Allott for 2020, Mr. Allott’s total compensation for 2020 in the Summary Compensation Table was reduced by $3,417,295 for equity awards and then $5,888,996 was added back for equity awards, including for equity awards granted in previous years. (3) To determine the compensation actually paid to Mr. Greenlee for 2023, Mr. Greenlee’s total compensation for 2023 in the Summary Compensation Table was reduced by $3,239,250 for equity awards and then $2,425,170 was added back for equity awards, including for equity awards granted in previous years. To determine the compensation actually paid to Mr. Greenlee for 2022, Mr. Greenlee’s total compensation for 2022 in the Summary Compensation Table was reduced by $5,736,680 for equity awards and then $7,645,290 was added back for equity awards, including for equity awards granted in previous years. To determine the compensation actually paid to Mr. Greenlee for 2021, Mr. Greenlee’s total compensation for 2021 in the Summary Compensation Table was reduced by $1,276,223 for equity awards and then $2,050,841 was added back for equity awards, including for equity awards granted in previous years. | |||||
Non-PEO NEO Average Total Compensation Amount | $ 1,875,725 | $ 2,261,771 | $ 1,660,604 | $ 2,067,088 | ||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,324,478 | 3,052,252 | 2,306,732 | 2,487,955 | ||
Adjustment to Non-PEO NEO Compensation Footnote | (5) To determine the average compensation actually paid to the Company’s Non-PEO Non-PEO Non-PEO Non-PEO Non-PEO Non-PEO Non-PEO Non-PEO | |||||
Compensation Actually Paid vs. Total Shareholder Return | ||||||
Compensation Actually Paid vs. Net Income | ||||||
Compensation Actually Paid vs. Company Selected Measure | ||||||
Total Shareholder Return Vs Peer Group | ||||||
Tabular List, Table | The following table lists the three financial performance measures that represent the most important financial performance measures used by our Compensation Committee to link compensation actually paid to the Company’s NEOs to the Company’s performance for the year ended December 31, 2023: Financial Performance Measures Adjusted EBITDA(1) Adjusted EBIT(2) Adjusted Earnings Per Diluted Share(3) (1) Adjusted EBITDA for 2023 is calculated from the Company’s audited financial statements as net income before interest, taxes, depreciation and amortization and rationalization charges, acquisition termination fees (net of related costs), costs attributable to announced acquisitions, the impact from any foreign currency devaluations and other pension income (expense) from U.S. pension plans, and subject to further adjustment as determined by the Compensation Committee for acquisitions and/or divestitures and unusual gains and unusual losses. (2) Adjusted EBIT for 2023 is calculated from the Company’s audited financial statements as income before interest and taxes and rationalization charges, the foreign currency impact from certain intercompany agreements, the impact from any foreign currency devaluations, costs attributed to announced acquisitions, acquired intangible asset amortization expense, other pension income (expense) for U.S. pension plans, and subject to further adjustment as determined by the Compensation Committee for unusual gains, unusual losses and unusual business impacts and acquisitions and/or divestitures. (3) Adjusted Earnings Per Diluted Share for 2023 is calculated from the Company’s audited financial statements as net income per diluted share excluding acquired intangible asset amortization expense, other pension income (expense) for U.S. pension plans and rationalization charges. | |||||
Total Shareholder Return Amount | $ 154.21 | 173.91 | 141.75 | 121.08 | ||
Peer Group Total Shareholder Return Amount | 118.91 | 110.49 | 134.41 | 121.14 | ||
Net Income (Loss) | $ 325,965,000 | $ 340,848,000 | $ 359,081,000 | $ 308,722,000 | ||
Company Selected Measure Amount | 870,694,000 | 964,034,000 | 846,441,000 | 766,836,000 | ||
Measure:: 1 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Adjusted EBITDA | |||||
Non-GAAP Measure Description | (8) In the Company’s assessment, for the most recently completed fiscal year, Adjusted EBITDA represents the most important financial performance measure used by the Company to link compensation actually paid to the Company’s NEOs to the Company’s performance. Adjusted EBITDA is calculated from the Company’s audited financial statements as net income before interest, taxes, depreciation and amortization and rationalization charges, acquisition termination fees (net of related costs), costs attributable to announced acquisitions, the impact from any foreign currency devaluations and other pension income (expense) from U.S. pension plans, and subject to further adjustment as determined by the Compensation Committee for acquisitions and/or divestitures and unusual gains and unusual losses. For 2022, 2021 and 2020, Adjusted EBITDA was calculated in the same manner as it was for 2023 except that other pension income from U.S. pension plans of $47.5 million, $53.5 million and $41.1 million in such years, respectively, was included in and not excluded from Adjusted EBITDA in such years. | |||||
Measure:: 2 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Adjusted EBIT | |||||
Measure:: 3 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Adjusted Earnings Per Diluted Share | |||||
Mr. Allott [Member] | ||||||
Pay vs Performance Disclosure | ||||||
PEO Total Compensation Amount | $ 6,242,894 | $ 5,928,906 | ||||
PEO Actually Paid Compensation Amount | 8,314,969 | $ 8,400,607 | ||||
PEO Name | Mr. Allott | Mr. Allott | ||||
Mr. Greenlee [Member] | ||||||
Pay vs Performance Disclosure | ||||||
PEO Total Compensation Amount | $ 4,966,705 | $ 7,902,867 | 2,931,122 | |||
PEO Actually Paid Compensation Amount | $ 4,152,625 | $ 9,811,477 | 3,705,740 | |||
PEO Name | Mr. Greenlee | Mr. Greenlee | Mr. Greenlee | |||
PEO | Mr. Allott [Member] | Reduce Equity Awards Granted in Current Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (3,602,550) | $ (3,417,295) | ||||
PEO | Mr. Allott [Member] | Added Including for Equity Awards Granted in Previous Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 5,674,625 | 5,888,996 | ||||
PEO | Mr. Greenlee [Member] | Reduce Equity Awards Granted in Current Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | $ (3,239,250) | $ (5,736,680) | (1,276,223) | |||
PEO | Mr. Greenlee [Member] | Added Including for Equity Awards Granted in Previous Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 2,425,170 | 7,645,290 | 2,050,841 | |||
Non-PEO NEO | Reduce Equity Awards Granted in Current Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (956,967) | (1,181,325) | (701,347) | (821,520) | ||
Non-PEO NEO | Added Including for Equity Awards Granted in Previous Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 673,725 | 1,894,706 | 1,317,304 | 1,557,743 | ||
Non-PEO NEO | Pension Benefits [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 351,637 | 0 | 51,257 | 386,444 | ||
Non-PEO NEO | Added back for Pension Benefits [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | $ 83,631 | $ 77,100 | $ 81,428 | $ 71,088 |