DEF 14A of Crown Holdings, Inc., Mar 25, 2024

DEF 14A of Crown Holdings, Inc.

Filed Mar 25, 2024 · FY20230000950159-24-000119

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors There are ten nominees for election to the Board of Directors. All of the nominees currently serve on the Board. Six of the Company’s current independent Directors have joined the Board in the last five years as a result of a Board refreshment process where Director candidates were identified during that period through Board, Shareholder and third-party search firm input.[1] Half of our nominees are or have been Chairs of U.S. public company Boards of Directors. Our Board refreshment strategy has further strengthened and diversified the skills and experiences of the Board. Each Director nominee is listed below, and you can find additional information about each nominee under Proposal 1: Election of Directors, beginning on page 20.

  2. Proposal 1 - Election of Directors

    | | | Director | | Committee Memberships | | | | | Name and Primary Occupation | Age | Since | Independent | A | C | E | NCG | | Timothy J. Donahue Chairman, President and Chief Executive Officer of the Company | 61 | 2015 | No | | | ✓ | | | Richard H. Fearon Former Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation | 67 | 2019 | Yes | ✓ | | | ✓ | | Andrea J. Funk Executive Vice President and Chief Financial Officer of EnerSys | 54 | 2017 | Yes | ✓ | ✓ | | | | Stephen J. Hagge Former President and Chief Executive Officer of AptarGroup | 72 | 2019 | Yes | | Chair | ✓ | ✓ | | James H. Miller Former Chairman and Chief Executive Officer of PPL Corporation | 75 | 2010 | Yes | | ✓ | ✓ | Chair | | B. Craig Owens Former Chief Financial Officer and Chief Administrative Officer of Campbell Soup Company | 69 | 2019 | Yes | Chair | | ✓ | | | Angela M. Snyder President of Fulton Financial Corporation and Fulton Bank | 59 | 2022 | Yes | ✓ | ✓ | | | | Caesar F. Sweitzer Former Senior Advisor and Managing Director of Citigroup Global Markets | 73 | 2014 | Yes | ✓ | | ✓ | ✓ | | Marsha C. Williams Former Senior Vice President and Chief Financial Officer of Orbitz Worldwide | 72 | 2022 | Yes | | ✓ | | | | Dwayne A. Wilson Former Senior Vice President of Fluor Corporation | 65 | 2020 | Yes | ✓ | | | |

  3. Proposal 1 - Election of Directors

    A: Audit Committee C: Compensation Committee E: Executive Committee NCG: Nominating and Corporate Governance Committee (1) Two additional Directors were appointed in 2022 pursuant to an agreement with a Shareholder and resigned in November 2023. The Board elected Mr. Timothy Donahue as its Chairman following the 2022 Annual Meeting. Mr. James Miller is the Board’s Independent Lead Director. See the section below titled “Corporate Governance: Board Leadership and Risk Oversight” for a summary of the duties of our Independent Lead Director.

  4. Proposal 1 - Election of Directors

    | Director Tenure | | | | Less than 6 years | 6 – 10 years | More than 10 years | | | | | | Ongoing Board Refreshment – eight new Directors in five years(1) | | |

  5. Proposal 1 - Election of Directors

    | Board Independence and Diversity | | | | Board Diversity • Three female Directors • One African American Director |

  6. Proposal 1 - Election of Directors

    The ten Director nominees standing for reelection to the Board have diverse backgrounds, skills and experiences. We believe their varied backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior executive team. (1)Two additional Directors appointed pursuant to an agreement with a Shareholder served from December 2022 to November 2023.

  7. Proposal 3 – Advisory Vote to Approve Executive Compensation

    | Name and Position | Year | Salary | Grant Date Projected Value of Unvested Restricted Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value | All Other Compensation | Total Compensation | | Timothy Donahue President and Chief Executive Officer | 2023 | $1,370,000 | $7,671,945 | $2,820,488 | $0 | $65,790 | $11,928,223 | | | 2022 | 1,315,000 | 7,364,000 | 599,969 | 0 | 21,167 | 9,300,136 | | | 2021 | 1,260,000 | 6,368,770 | 3,024,000 | 1,106,979 | 55,316 | 11,815,065 |

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Proxy Holders shall vote the shares with respect to the nominees listed below, all of whom are now Directors of the Company, to serve as Directors for the ensuing year or until their successors shall be elected. None of the persons named as a nominee for Director has indicated that he or she will be unable or will decline to serve. In the event that any of the nominees are unable or decline to serve, which the Nominating and Corporate Governance Committee of the Board of Directors does not believe will happen, the Proxy Holders will vote with respect to the remaining nominees and others who may be nominated by the Board of Directors. Mr. Josef Müller, a member of the Board of Directors of the Company since 2011, is retiring as a Director pursuant to our mandatory retirement policy and is not standing for re-election to the Company’s Board of Directors at the Annual Meeting. Messrs. Jesse Lynn and Andrew Teno resigned from the Board on November 20, 2023. Their resignations were delivered pursuant to the Director Appointment and Nomination Agreement, dated December 12, 2022, by and among the Company, Carl C. Icahn and the persons and entities listed therein, and were not due to any disagreement with the Company. The Articles of Incorporation and By-Laws of the Company provide for a Board of Directors consisting of between 10 and 18 Directors, as determined by the Board of Directors. The Board of Directors has fixed the number of Directors at 10. It is intended that the Proxies will be voted for the election of the 10 nominees named below as Directors, and no more than 10 will be nominated by the Board. If all 10 Director nominees are elected, 9 of the Directors, representing 90% of the Board, will be “independent” as defined in the NYSE listing standards. The Board is committed to regular review of its composition to ensure that the Board continues to have the right mix of skills, background and tenure. Six of the Company’s independent Directors nominated for re-election have joined the Board in the last five years as a result of a Board refreshment process during the period where Director candidates were identified through Board, Shareholder and third-party search firm input.(1) Our ongoing Board refreshment strategy has further strengthened and diversified the skills and experiences of the Board. The Board believes that the collective combination of backgrounds, skills and experiences of its members has produced a Board that is well-equipped to exercise oversight responsibilities for the Company’s Shareholders and to help guide the Company to achieve its long-term strategic objectives. Under the Company’s Corporate Governance Guidelines, no Director will commence a term of Board service if the Director is over 75 years old unless the Board determines that an additional term of Board service would be in the best interests of the Company. The names of this year’s nominees and information concerning them and their associations as of March 12, 2024, as furnished by the nominees, follow. The principal occupations and the directorships stated include the nominees’ occupations and directorships with any U.S. publicly traded companies or registered investment companies during the last five years.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table lists 2023 Director compensation for all independent Directors who received compensation as Directors in 2023. Compensation for Mr. Donahue, the Company’s Chief Executive Officer, is reported in the Summary Compensation Table included in the Executive Compensation section below. Mr. Donahue does not earn additional compensation for his service as Director or for his service as Chairman.

  10. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Richard Fearon | $125,000 | $160,000 | $285,000 | | Andrea Funk | 125,000 | 160,000 | 285,000 | | Stephen Hagge | 130,000 | 160,000 | 290,000 | | Jesse Lynn (3) | 110,000 | 160,000 | 270,000 | | James Miller | 155,000 | 160,000 | 315,000 | | Josef Müller (4) | 125,000 | 160,000 | 285,000 | | B. Craig Owens | 125,000 | 160,000 | 285,000 | | Angela Snyder | 115,000 | 160,000 | 275,000 | | Caesar Sweitzer | 125,000 | 160,000 | 285,000 | | Andrew Teno (3) | 125,000 | 160,000 | 285,000 | | Marsha Williams | 110,000 | 160,000 | 270,000 | | Dwayne Wilson | 115,000 | 160,000 | 275,000 |

  11. DIRECTOR COMPENSATION

    | (1) Each Director may defer receipt of all, or any part, of his or her cash compensation until termination of service as a Director. At the election of the Director, deferred cash compensation amounts are paid in either a lump sum or quarterly installments over a period of either 5 or 10 years and are credited with interest at the prime rate until distributed. | | (2) The annual grant of Company Common Stock for 2023 consisted of $160,000 of Company Common Stock under the 2022 Stock-Based Incentive Compensation Plan and was paid on a quarterly basis. The number of shares paid each quarter is determined based on the average of the closing market price of the Company’s Common Stock on each of the second through sixth business days following the date on which the Company publicly released its quarterly results. Beginning in 2024, each Director may defer receipt of all, or any part, of his or her annual stock grant until termination of service as a Director. At the election of the Director, deferred stock compensation amounts are paid in cash in either a lump sum or quarterly installments over a period of either 5 or 10 years and are credited with dividends when paid. | | (3) Messrs. Lynn and Teno resigned as Directors of the Company in November 2023. | | (4) Mr. Müller will retire as a Director of the Company in May 2024. |

  12. DIRECTOR COMPENSATION

    The Board periodically receives benchmarking data regarding director compensation from Pay Governance LLC, an executive compensation consulting firm, and uses the 50th percentile of its peer group’s target total cash compensation and target total direct compensation as a market check in determining director compensation. For 2024, Directors who are not employees of the Company will receive annual cash base fees, grants of Company Common Stock and cash committee fees in the amounts set forth as follows.

  13. DIRECTOR COMPENSATION

    | Cash Base Fee | | $100,000 | | Equity Grant | | 160,000 | | Supplemental Cash Committee Fees: | | | | • | Audit Committee - Chair | 25,000 | | • | Audit Committee - Other Members | 15,000 | | • | Compensation Committee and Nominating and Corporate Governance Committee - Chair | 20,000 | | • | Compensation Committee and Nominating and Corporate Governance Committee - Other Members | 10,000 | | Independent Lead Director Fee | | 25,000 |

  14. DIRECTOR COMPENSATION

    Directors do not receive any additional fees for their service on the Executive Committee. There are no Board or committee meeting attendance fees. Directors are reimbursed by the Company for travel and related expenses they incur in connection with their service on the Board and its committees. Under the Company’s Corporate Governance Guidelines, after five years of service on the Board, independent Directors are expected to own Company Common Stock having a market value of at least five times the cash base annual Director’s fee. As of the date of this Proxy Statement, each independent Director with more than five years of service on the Board satisfies this requirement. Non-employee Directors may participate in the Company’s Deferred Compensation Plan for Directors which permits Directors to defer receipt of all, or any part, of their cash Director fees and/or (beginning in 2024) stock awards. Deferred amounts are recorded in a notional bookkeeping account for the benefit of each deferring Director. Cash deferred fees accrue interest quarterly at the prime interest rate as reported in The Wall Street Journal. Stock deferrals are credited with dividends when paid. When a Director ceases to be a member of the Board, the Director’s account will be paid in cash in either a lump sum or quarterly installments over five or ten years as elected by the Director. The right of any Director to receive payments under the plan is an unsecured claim against the general assets of the Company.

  15. COMPENSATION DISCUSSION AND ANALYSIS

    | Compensation Element | Basis for Measurement | Alignment with Pay-for-Performance Philosophy | | Annual Cash Compensation | | | | Base Salary | Individual performance based on primary duties and responsibilities and market competitiveness. | Competitive compensation required to attract and retain highly qualified executives. | | Annual Incentive Bonus | Economic profit and modified operating cash flow. | Use of economic profit and modified operating cash flow metrics drives long-term operating performance and long-term increase in shareholder value. | | Long-Term Equity Compensation | | | | Performance-Based Restricted Stock Awards (approximately two-thirds of total long-term equity compensation) | Total shareholder return relative to a published index of industry peers and return on invested capital versus a target, in each case over a three-year performance period. | Provides incentive to outperform and deliver superior shareholder returns relative to peers and to efficiently utilize the Company’s capital. Aligns NEOs with interests of Shareholders and promotes commitment to the long-term performance of the Company. | | Time-Based Restricted Stock Awards (approximately one-third of total long-term equity compensation) | Long-term stock price appreciation. | Aligns NEOs with interests of Shareholders and promotes commitment to the long-term performance of the Company. |

  16. COMPENSATION DISCUSSION AND ANALYSIS

    Until the ownership requirement is satisfied, an NEO is required to retain 50% of the after-tax number of shares of any Common Stock received as the result of an option exercise, vesting of restricted shares or issuance of deferred shares. All the NEOs employed by the Company at year-end either owned more than the minimum level of Common Stock or were otherwise in compliance with the stock ownership guidelines. Stock Holding Period. Under the Company’s Corporate Governance Guidelines, an NEO is required to retain 50% of the after-tax number of shares of Common Stock received as the result of a restriction lapse for a period of two years. Prohibition of Hedging and Pledging. Under the Company’s Corporate Governance Guidelines, the Company’s Directors, Officers and other insiders may not engage in any form of hedging or pledging transactions with respect to Company securities. Committee Process. The Committee meets as often as necessary to perform its duties and responsibilities. During 2023, the Committee met four times. The Committee usually meets with the CEO and, when appropriate, with other Company Officers and outside advisors. In addition, the Committee periodically meets in executive session without management present. Setting of Meeting Agenda. The Committee’s meeting agenda is normally established by the Committee Chair in consultation with the CEO and the Chief Human Resources Officer. Committee members receive and review materials in advance of each meeting. Depending on the meeting’s agenda, such materials may include: financial reports regarding the Company’s performance, reports on achievement of corporate objectives, reports detailing executives’ stock ownership and stock awards and information regarding the compensation programs and compensation levels of certain peer group companies. Use of Tally Sheets. The Committee reviews tally sheets when setting annual compensation for the NEOs. These tally sheets allow the Committee to review each NEO’s compensation on an aggregate basis and to see how a change in any one component affects each NEO’s total compensation. For 2023, the Committee used the tally sheet information to review total compensation, the current mix of compensation (e.g., cash versus equity), issues of internal pay equity, total value of Company stock held by each NEO, payouts under certain potential termination scenarios, the aggregate value of retirement benefits and interest rate sensitivity of retirement benefits. Retention of Compensation Consultants. The Committee’s charter authorizes the Committee, in its sole discretion, to retain, oversee and terminate consultants to assist it in the evaluation of compensation for the NEOs. The Committee has sole authority to approve the fees and other retention terms of any such consultants. Role of Executive Officers in Compensation Decisions. The Committee makes all decisions regarding the CEO’s compensation. Decisions regarding the compensation of other NEOs are made by the Committee in consultation with, and upon the recommendation of, the CEO. In this regard, the CEO provides the Committee with evaluations of business goals and objectives and executive performance and recommendations regarding salary levels, equity grants and other incentive awards. Executive Compensation Consultant. Pursuant to its authority under its charter to retain compensation consultants, the Committee engaged Pay Governance LLC (“Pay Governance”), an executive compensation consulting firm, to act as its independent advisor with respect to 2023 compensation decisions. Consultant Independence. All services provided by Pay Governance to the Committee are conducted under the direction and authority of the Committee, and all work performed by Pay Governance must be pre-approved by the Committee. Pay Governance does not provide any other services to the Company, and neither Pay Governance nor the individuals affiliated with Pay Governance who provide services to the Company own any shares of the Company’s Common Stock. There are no personal or business relationships between the Pay Governance consultants and any executive of the Company. In addition, there are no personal relationships between the Pay Governance consultants and any member of the Committee. Pay Governance maintains a detailed conflict of interest policy in order to ensure that compensation committees receive conflict-free advice. Use of Benchmarking. In advising the Committee regarding 2023 compensation for our NEOs, Pay Governance developed competitive compensation levels by establishing a benchmark match for each NEO position in the competitive market. Competitive levels were developed for the following elements of pay:

  17. COMPENSATION DISCUSSION AND ANALYSIS

    | • | target annual incentive |

  18. COMPENSATION DISCUSSION AND ANALYSIS

    | • | target total cash compensation (base salary plus target annual incentive) |

  19. COMPENSATION DISCUSSION AND ANALYSIS

    | • | long-term equity incentives |

  20. COMPENSATION DISCUSSION AND ANALYSIS

    | • | target total direct compensation (target total cash compensation plus the target value of long-term equity incentives) |

  21. COMPENSATION DISCUSSION AND ANALYSIS

    Peer Group Composition. In establishing its benchmarks for each of the NEOs, Pay Governance gathered data for 20 companies defined as the “Peer Group.”(1) Members of the Peer Group are manufacturing companies of similar scope and are generally from the following three categories: (i) other container and packaging industry companies, (ii) current or potential suppliers to the Company and (iii) current or potential customers of the Company. The Peer Group comprises the following companies: (1) Pay Governance conducted a review of the Company’s Peer Group to be used for 2023, and Amcor, Berry Global, Graphic Packaging, International Paper, Packaging Corp of America, Silgan Holdings and Sonoco Products Company were added to the Peer Group as each of them met revenue and market capitalization screening criteria. Nestle USA and SC Johnson & Son were removed from the Peer Group because they are not publicly traded companies.

  22. COMPENSATION DISCUSSION AND ANALYSIS

    | Base Salary | $1,370,000 | | Target Annual Incentive | 1,849,500 | | Target Long-Term Equity Incentive | 7,671,945 | | Target Total Direct Compensation | 10,891,445 |

  23. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Pay levels were evaluated relative to the Peer Group as the primary market reference point. In addition, general industry data was reviewed as an additional market reference and to ensure robust competitive data. |

  24. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Target total cash compensation and target total direct compensation levels were set towards the middle range of the Peer Group. The Committee used the 50th percentile of the Peer Group’s target total cash compensation and target total direct compensation as a market check in determining compensation. However, the 50th percentile is a guidepost and not an absolute target. |

  25. COMPENSATION DISCUSSION AND ANALYSIS

    Components of Compensation. For 2023, the principal components of compensation for NEOs were base salary, annual incentive bonus, long-term equity incentives, retirement benefits and perquisites. Base Salary. The Company provides NEOs with base salaries to compensate them for services rendered during the year. The Committee recognizes that competitive salaries must be paid in order to attract and retain high-quality executives. Normally, the Committee reviews NEO salaries at the end of each year, with any adjustments to base salary becoming effective on January 1 of the succeeding year. However, in special circumstances, such as a promotion or increased responsibilities, the Committee may act to increase an NEO’s salary during the year. 2023 Base Salaries. The Committee has determined that base salary levels for the NEOs should be targeted towards the middle range of the Peer Group. Consistent with this approach, the Committee approved increases in the base salaries of the NEOs in order to move them in line with the middle range of the Peer Group. Mr. Clothier was promoted to Chief Financial Officer effective January 1, 2022. In light of his new role, the Committee set Mr. Clothier’s initial compensation near the 25th percentile of the Peer Group with a plan to increase his compensation closer to the 50th percentile over time, based on job performance. Base salaries for each of the NEOs for 2023 were as set forth in the following table.

  26. COMPENSATION DISCUSSION AND ANALYSIS

    Annual Incentive Bonus. Annual cash bonuses are included as part of the executive compensation program because, consistent with our “pay-for-performance” philosophy, the Committee believes that a meaningful portion of each NEO’s compensation should be contingent on success in achieving annual goals that drive the long-term operating performance of the Company. NEOs are eligible for annual cash bonuses under our Economic Profit Incentive Plan (the “EP Plan”). For 2023, our NEOs were eligible to receive annual incentive bonuses under the EP Plan upon the achievement of specified levels of economic profit and modified operating cash flow. The Committee believes the use of economic profit and modified operating cash flow as key performance measures under the EP Plan drives the Company’s long-term operating performance and is closely correlated with long-term increase in shareholder value. The maximum payout under the EP Plan is limited to two times the target bonus, with no excess carried forward into subsequent years. 2023 Bonus Opportunities and Results. For 2023, the Committee assigned each NEO an annual target level under the EP Plan together with a maximum annual bonus opportunity as a percentage of each NEO’s base salary. Based upon the Peer Group information provided by Pay Governance and the consideration of NEO performance and internal equity, the Committee determined that the target and maximum bonus opportunities for the NEOs for 2023 should be the same as in 2022, except for Mr. Donahue, whose target bonus was increased from 125% to 135% of base salary, and Mr. Gifford, whose target bonus was increased from 95% to 105% of base salary. The 2023 minimum, maximum and target bonus opportunities together with actual bonuses paid to the NEOs were as follows:

  27. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Minimum Bonus as a Percentage of Base Salary | Maximum Bonus as a Percentage of Base Salary | Target Bonus as a Percentage of Base Salary | Target Bonus Amount | Actual Bonus Amount | | Timothy Donahue | 0% | 270% | 135% | $1,849,500 | $2,820,488 | | Kevin Clothier | 0% | 160% | 80% | 480,000 | 732,000 | | Gerard Gifford | 0% | 210% | 105% | 918,750 | 1,401,094 | | Matthew Madeksza | 0% | 160% | 80% | 448,000 | 896,000 | | Djalma Novaes | 0% | 160% | 80% | 544,000 | 680,544 |

  28. COMPENSATION DISCUSSION AND ANALYSIS

    Cost of Capital. For purposes of calculating economic profit under the EP Plan, cost of capital employed (also called invested capital) was defined as the average capital employed multiplied by the weighted average cost of capital. Capital employed was generally defined as total assets less non-interest bearing liabilities and is adjusted for certain items. The following items were excluded from capital employed: investments, net goodwill and intangibles, pension and post-employment assets and liabilities and deferred tax assets and liabilities. Invested capital may also be adjusted for additional capital employed at the direction of the Company’s corporate office or in accordance with overall corporate objectives. For 2023, the EP Plan used a cost of capital of 9%, which approximates the Company’s actual cost of capital. Weighting of Performance Measures. In early 2023, the Committee established target levels of performance for each performance measure. At year-end, the Committee assessed the actual results versus the targets in determining awards. The Committee must approve all awards, and all awards are subject to review and downward discretionary adjustment by the Committee. An NEO’s actual bonus amount was determined by: (i) multiplying the NEO’s target bonus amount by the actual percentage earned for each of the two performance measures, (ii) weighting each performance measure in accordance with a pre-specified formula, (iii) adding the results together to determine the overall payout factor and (iv) if applicable, reducing the overall payout to the maximum of 200% of the target bonus amount. As the achievement of each of economic profit and modified operating cash flow increases in excess of respective performance targets, the percentage of each NEO’s target bonus payable with respect to such performance measure also increases. In the case of modified operating cash flow, up to 125% of the target bonus amount will be paid, in incremental increases, as the achievement level increases from 100% to 110% of the performance target. Conversely, the percentage of the target bonus amount payable with respect to modified operating cash flow decreases as achievement falls below 100% of the applicable performance target, with no amount being payable for achievement levels at or below the threshold of 80% of the applicable performance target. The modified operating cash flow component of the EP Plan was determined based upon actual performance compared to a budgeted modified operating cash flow amount. The economic profit component of the EP Plan was determined by relating current-year economic profit to prior years economic profit, adjusted for currency fluctuations and divestitures. In the case of economic profit, up to 125% of the target bonus amount will be paid, in incremental increases, as the achievement level increases from 100% to 110% of the performance target. Conversely, the percentage of the target bonus amount payable with respect to economic profit decreases as achievement falls below 100% of the applicable performance target, with no amount being payable for achievement levels at or below the threshold of 80% of the applicable performance target. No portion of the target bonus amount will be paid for economic profit arising from accounting changes or similar non-cash items. Notwithstanding the ability to earn up to 125% of the target bonus amount under each of the two tests (modified operating cash flow and economic profit), the maximum aggregate bonus opportunity is capped at 200% of the target bonus amount for all NEOs, with no excess carried forward into subsequent years. Setting of Target Performance Levels. Generally, the Committee attempts to set the target performance levels so that the relative difficulty of achieving the targets is consistent among the NEOs in any one year and for each NEO from year to year. In making this determination the Committee may consider specific circumstances experienced by the Company in prior years or that the Company expects to face in the coming year. For example, with respect to modified operating cash flow, targets may be set below prior year actual results due to the forecasted increases in capital investment (property, plant and equipment and working capital) required for the Company’s capacity expansion, forecasted increases in working capital, higher input costs due to price increases by suppliers and variances in average trade working capital. In addition, target performance levels are subject to adjustment for special circumstances such as currency exchange rate fluctuations, acquisitions and divestitures. The economic profit and modified operating cash flow thresholds and targets for 2023 were set at the Company level for the CEO, Chief Financial Officer and Chief Operating Officer. For division-level NEOs (Messrs. Madeksza and Novaes), economic profit and modified operating cash flow thresholds and targets include both division-level and Company-level metrics. The applicable thresholds, targets and actual achievement levels for 2023 are set forth for each NEO in the following table.

  29. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Economic Profit (in millions) | | | Modified Operating Cash Flow (in millions) | | | | | Threshold | Target | Actual | Threshold | Target | Actual | | Timothy Donahue | $501.0 | $626.2 | $569.8 | $927.2 | $1,159.0 | $1,297.4 | | Kevin Clothier | 501.0 | 626.2 | 569.8 | 927.2 | 1,159.0 | 1,297.4 | | Gerard Gifford | 501.0 | 626.2 | 569.8 | 927.2 | 1,159.0 | 1,297.4 | | Matthew Madeksza (1) | 110.4 | 138.0 | 178.3 | 274.1 | 342.6 | 364.7 | | Djalma Novaes (1) | 253.7 | 317.1 | 305.1 | 662.8 | 828.5 | 859.5 |

  30. COMPENSATION DISCUSSION AND ANALYSIS

    | (1) The threshold and target numbers presented here for Messrs. Madeksza and Novaes are their respective division-level numbers. To the extent that Company-level performance is included in computing their actual bonuses as explained above, the applicable threshold and target numbers with respect to Company-level performance are the same as set forth for Messrs. Donahue, Clothier and Gifford. |

  31. COMPENSATION DISCUSSION AND ANALYSIS

    2023 Bonus Calculations. Messrs. Donahue, Clothier and Gifford received bonuses under the EP Plan equal to 152.5% of their respective target bonus amounts, of which 125% was attributable to modified operating cash flow and 27.5% to economic profit. Mr. Madeksza’s bonus under the EP Plan was calculated at 209.5% of his target bonus amount, 104% attributable to modified operating cash flow and 105.5% to economic profit, and then was reduced to the maximum plan payout of 200%. Mr. Novaes received a bonus under the EP Plan equal to 125.1% of his target bonus amount, 87.2% attributable to modified operating cash flow and 37.9% to economic profit. Long-Term Equity Incentives. The Committee believes that equity-based incentives, delivered through annual grants of time-based restricted stock and performance-based restricted stock, are an important link between executive and shareholder interests. Because the Committee believes that a significant portion of the benefits realized from long-term equity-based incentive grants should require continuous improvement in value created for the Shareholders, approximately two-thirds of the targeted value of stock awards to NEOs is performance-based. In the 2023 grants, the Company used relative total shareholder return (“TSR”) and return on invested capital (“ROIC”) as the two performance metrics for purposes of vesting performance-based shares. The Committee believes that the use of TSR and ROIC aligns the long-term incentive plan with the Company’s long-term objectives and with current peer practices. Although the Committee may vary the size of annual grants based on the Company’s and executive’s performance, the total annual equity award granted to each NEO is generally determined based upon the difference between the total direct compensation target established by the Committee, using the competitive market benchmarking and internal factors described above, and the sum of the NEO’s base salary and target annual incentive bonus. See “Compensation Strategy for CEO” and “Compensation Strategy for NEOs other than the CEO.” Equity awards to NEOs are generally made by the Committee each year in the form of restricted stock as part of the normal annual compensation review cycle. The awards for a particular year generally occur in January or February. In addition, the Committee may approve equity awards for newly hired executives or in recognition of an executive’s promotion or expansion of responsibilities. The Committee approved the following award structure for 2023:

  32. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Target Award Levels. Award levels were generally set to deliver target total direct compensation (sum of base salary, annual and long-term equity incentives) in the middle range of the Peer Group after taking into account the competitive positioning of the executives’ target total cash compensation. |

  33. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Performance-Based Restricted Stock. Approximately two-thirds of an NEO’s targeted long-term equity incentive was delivered in performance-based restricted stock, approximately half of which may be earned based on the Company’s TSR relative to a published index of industry peers over a three-year performance period and approximately half of which may be earned based on ROIC over the same three-year performance period relative to the Company’s projected three-year average of return on invested capital. A target number of shares was established for 2023 for each NEO, as set forth in the “Grants of Plan-Based Awards” table in the Executive Compensation section below. Actual vesting of performance-based share awards generally will not occur until the third anniversary of the grant date, if at all. The Committee believes that, in addition to linking a substantial portion of an NEO’s compensation to the long-term performance of the Company, the three-year vesting structure provides a strong retention element because an NEO terminating employment (other than for death or disability or, with Committee approval, retirement) will forfeit unvested awards. |

  34. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Time-Based Restricted Stock. Approximately one-third of an NEO’s targeted long-term equity incentive was delivered in time-based restricted stock that vests in equal annual installments over three years from the date of the award in the amounts set forth in the “Grants of Plan-Based Awards” table in the Executive Compensation section below. |

  35. COMPENSATION DISCUSSION AND ANALYSIS

    Performance Vesting Schedule for TSR-Based Awards. The Committee determined that, for the portion of performance-based shares vesting on the basis of TSR, such shares would vest based on the following schedule.

  36. COMPENSATION DISCUSSION AND ANALYSIS

    Calculation of TSR. TSR is calculated by dividing the closing share price of a company’s common stock on the ending date of the applicable three-year calendar period plus cumulative dividends during such period, if any, by the closing share price of such company’s common stock on the beginning date of the applicable period. In the event that the Company’s TSR percentile ranking is between the specified percentiles, the vesting percentage is pro-rated on a straight-line basis. Performance Vesting Schedule for ROIC-Based Awards. The Committee determined that, for the portion of performance-based shares vesting on the basis of ROIC, such shares would vest on the following schedule.

  37. COMPENSATION DISCUSSION AND ANALYSIS

    Calculation of ROIC. ROIC is calculated by dividing the Company’s after-tax segment income from continuing operations, adjusted for pension and post-retirement expenses, by the average invested capital. ROIC is subject to adjustment for foreign exchange, acquisitions and divestitures, and non-recurring and other significant non-operational items. The target is equal to the Company’s projection of its three-year average of ROIC of 13.0%. In the event that the Company’s ROIC is between the specified percentiles, the vesting percentage is pro-rated on a straight-line basis. 2023 Long-Term Equity Incentive Awards. The first table below sets forth the number of time-based restricted shares granted to the NEOs for 2023. The second table below sets forth the target number of performance-based restricted shares granted to the NEOs for 2023 as well as the minimum and maximum number of performance-based shares that may vest. Vesting of performance-based share awards is based on two criteria: the Company’s TSR relative to a published index of industry peers over the applicable performance period and the Company’s ROIC over the same three-year performance period relative to the Company’s projected three-year average of ROIC. The tables also set forth the fair value of the shares on the date of grant. With respect to the annual 2023 grants awarded to the NEOs, the grant-date fair value of the time-based restricted stock and ROIC performance-based shares and is based on the closing price of the Company’s Stock on the date prior to the date of grant, as adjusted to take into account that holders of unvested shares are not eligible for and do not receive dividends while such shares remain unvested. For time-based restricted stock, the grant-date fair value is $81.04. For ROIC performance-based shares, the grant-date fair value is $80.33. The grant-date fair value of the TSR performance-based shares is $93.32 and is based on a Monte Carlo valuation model.

  38. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Time-Based Restricted Stock | | | | Shares | Award Value | | Timothy Donahue | 31,556 | $2,557,298 | | Kevin Clothier | 5,183 | 420,030 | | Gerard Gifford | 12,417 | 1,006,274 | | Matthew Madeksza | 3,685 | 298,632 | | Djalma Novaes | 5,035 | 408,036 |

  39. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Performance-Based Restricted Stock | | | | | | | | | | TSR-Based Award | | | | ROIC-Based Award | | | | | | Target Shares | Award Value | Minimum Shares | Maximum Shares | Target Shares | Award Value | Minimum Shares | Maximum Shares | | Timothy Donahue | 27,404 | $2,557,341 | 0 | 54,808 | 31,835 | $2,557,306 | 0 | 63,670 | | Kevin Clothier | 4,501 | 420,033 | 0 | 9,002 | 5,228 | 419,965 | 0 | 10,456 | | Gerard Gifford | 10,783 | 1,006,270 | 0 | 21,566 | 12,526 | 1,006,214 | 0 | 25,052 | | Matthew Madeksza | 3,200 | 298,624 | 0 | 6,400 | 3,718 | 298,667 | 0 | 7,436 | | Djalma Novaes | 4,372 | 407,995 | 0 | 8,744 | 5,079 | 407,996 | 0 | 10,158 |

  40. COMPENSATION DISCUSSION AND ANALYSIS

    Perquisites. The Company provides the NEOs with a limited number of perquisites and other personal benefits that the Committee believes are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain key executives. An item is a perquisite if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for the convenience of the Company, unless it is generally available on a non-discriminatory basis to all employees. An item is not a perquisite if it is integrally and directly related to the performance of the executive’s duties. Severance. The Company has employment agreements with all of the NEOs. In addition to the compensation components listed above, these contracts provide for post-employment severance payments and benefits in the event of employment termination under certain circumstances. For more information regarding potential severance payments and benefits with respect to the NEOs, see “Employment Agreements and Potential Payments upon Termination” in the Executive Compensation section below. The Committee believes that these contracts provide an incentive to the NEOs to remain with the Company and serve to align the interests of the NEOs and Shareholders, including in the event of a potential acquisition of the Company. In 2023, the Company adopted an executive officer cash severance policy under which the Company will not enter into any future employment agreement, severance agreement or separation agreement, or establish any new severance plan or policy covering any NEO, that provides for cash severance benefits exceeding 2.99 times the sum of the NEO’s base salary plus target bonus, without seeking Shareholder ratification of such agreement, plan or policy. Tax Deductibility of Executive Compensation. Pursuant to Section 162(m) of the Code, compensation paid or accrued by the Company for U.S. federal income tax purposes in excess of $1 million with respect to each of our CEO, our Chief Financial Officer and our other NEOs is not tax deductible. The Company’s compensation of any individual who is a “covered employee” (as defined in Section 162(m) of the Code) will remain subject to the annual $1 million tax deductibility limit regardless of loss of status as an NEO or termination of employment. The Committee believes that shareholder interests are best served by not restricting the Committee’s discretion and flexibility in structuring compensation programs, even if such compensation results in non-deductible expenses under applicable law.

  41. Summary Compensation Table

    Summary Compensation Table The following table lists certain information regarding compensation earned during the Company’s last three fiscal years by the Company’s Chief Executive Officer, Chief Financial Officer and other three Executive Officers who were the highest paid during 2023.

  42. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) | All Other Compensation (3) | Total Compensation | | Timothy Donahue | 2023 | $1,370,000 | $7,671,945 | $2,820,488 | $0 | $65,790 | $11,928,223 | | President and Chief Executive Officer | 2022 | 1,315,000 | 7,364,000 | 599,969 | 0 | 21,167 | 9,300,136 | | | 2021 | 1,260,000 | 6,368,770 | 3,024,000 | 1,106,979 | 55,316 | 11,815,065 | | Kevin Clothier (4) | 2023 | 600,000 | 1,260,029 | 732,000 | 592,897 | 4,950 | 3,189,876 | | Senior Vice President and Chief Financial Officer | 2022 | 535,000 | 1,123,600 | 156,220 | 0 | 4,575 | 1,819,395 | | Gerard Gifford | 2023 | 875,000 | 3,018,757 | 1,401,094 | 0 | 5,223 | 5,300,074 | | Executive Vice President and Chief Operating Officer | 2022 | 805,000 | 1,972,140 | 279,134 | 0 | 10,015 | 3,066,289 | | | 2021 | 780,000 | 1,857,474 | 1,482,000 | 0 | 66,651 | 4,186,125 | | Matthew Madeksza (5) | 2023 | 560,000 | 895,923 | 896,000 | 132,277 | 392,093 | 2,876,293 | | President – Transit Packaging Division | | | | | | | | | Djalma Novaes | 2023 | 680,000 | 1,224,028 | 680,544 | 0 | 8,250 | 2,592,822 | | President – | 2022 | 650,000 | 1,137,547 | 557,960 | 0 | 46,141 | 2,391,648 | | Americas Division | 2021 | 620,000 | 1,054,698 | 948,352 | 235,099 | 163,461 | 3,021,610 |

  43. Summary Compensation Table

    | (1) The amounts in this column, computed in accordance with current Financial Accounting Standards Board guidance for accounting for and reporting of stock-based compensation, represent the aggregate grant-date fair value of time-based restricted stock and performance-based restricted stock awards (market condition for TSR, performance condition for ROIC and assuming that the target level of performance conditions were achieved) issued by the Company for the respective fiscal years. The grant-date fair values of the time-based restricted stock awards were as follows: Mr. Donahue: $2,557,298 for 2023, $2,454,648 for 2022 and $2,132,414 for 2021; Mr. Clothier: $420,030 for 2023 and $374,528 for 2022; Mr. Gifford: $1,006,274 for 2023, $657,370 for 2022 and $621,930 for 2021; Mr. Madeksza: $298,632 for 2023; and Mr. Novaes: $408,036 for 2023, $379,177 for 2022 and $353,151 for 2021. The grant-date fair values of the performance-based restricted stock, assuming instead that the highest level of performance conditions were to be achieved, would be as follows: Mr. Donahue: $10,229,294 for 2023, $9,818,704 for 2022 and $8,472,712 for 2021; Mr. Clothier: $1,679,998 for 2023 and $1,498,144 for 2022; Mr. Gifford: $4,024,966 for 2023, $2,629,540 for 2022 and $2,471,088 for 2021; Mr. Madeksza: $1,194,582 for 2023; and Mr. Novaes: $1,631,982 for 2023, $1,516,740 for 2022 and $1,403,094 for 2021. If the minimum level of performance conditions were not to be achieved, the value of the performance-based restricted stock awards would be $0 in all cases. Further detail surrounding the shares awarded, |

  44. Summary Compensation Table

    the method of valuation and the assumptions made are set forth in Note W, “Stock-Based Compensation” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There can be no assurance that the amounts related to performance-based shares will ever be realized by the NEOs.

  45. Summary Compensation Table

    | (2) Positive amounts in this column reflect the increase in actuarial lump-sum present value of defined benefit retirement plans, including supplemental plans, for the respective fiscal years. A decrease in actuarial lump-sum present value is required to be excluded from the amount reported in this column and is indicated in this column with a zero value. Actuarial valuations were based on assumptions that were in accordance with the guidelines of FASB ASC Topic 715 and that are discussed in Note R, “Pension and Other Postretirement Benefits” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Not all of the pension benefits payable to our NEOs will be paid in a lump sum. Future changes in interest rates could cause significant changes in the lump-sum value of such benefits. See footnote 4 on page 59 for more information. The change in value represents the difference between the highest year-end value disclosed for such benefit in prior years and the value of such benefit at the end of the reporting year. |

  46. Summary Compensation Table

    | (3) The amounts in this column for 2023 include the following items: |

  47. Summary Compensation Table

    | | T. Donahue | K. Clothier | G. Gifford | M. Madeksza | D. Novaes | | FICA on Change in SERP Valuation | $8,111 | $0 | $273 | $0 | $3,300 | | Defined Contribution Plan Company Contributions * | 4,950 | 4,950 | 4,950 | 19,800 | 4,950 | | Relocation Expenses ** | 52,729 | 0 | 0 | 372,293 | 0 | | Other | 0 | 0 | 0 | 0 | 0 | | Total | $65,790 | $4,950 | $5,223 | $392,093 | $8,250 |

  48. Summary Compensation Table

    | * See the “Retirement Benefits” subsection of the Compensation Discussion and Analysis section of this Proxy Statement for a more complete description of the defined contribution benefit plans applicable to the NEOs. |

  49. Summary Compensation Table

    | ** Relocation expenses were provided pursuant to the Company’s standard policies. |

  50. Summary Compensation Table

    | (4) Mr. Clothier was not an NEO prior to 2022, so only information related to 2023 and 2022 is presented. |

  51. Summary Compensation Table

    | (5) Mr. Madeksza was not an NEO prior to 2023, so only information related to 2023 is presented. |

  52. Summary Compensation Table

    Grants of Plan-Based Awards The following table provides information about the annual incentive bonuses that the Company’s NEOs were eligible to receive for 2023 under the Company’s Economic Profit Incentive Plan (the “EP Plan”) and stock-based awards granted in 2023 to each of the Company’s NEOs under the Company’s 2022 Stock-Based Incentive Compensation Plan. There can be no assurance that the fair value of the performance-based stock awarded to the Company’s NEOs in 2023 will ever be realized by the NEOs. For further information and the assumptions made in determining the grant-date fair values of the stock awards, see Notes A and W to the Company’s financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  53. Summary Compensation Table

    | Name | Grant Dates of Equity Awards | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | 2023 Grant Date Fair Value of Stock and Option Awards (4) ($) | | | | Minimum ($) | Target ($) | Maximum ($) | Minimum (Shares) | Target (Shares) | Maximum (Shares) | | | | Timothy Donahue | 1/4/2023 (5) | 0 | 1,849,500 | 3,699,000 | 0 | 59,239 | 118,478 | 31,556 | 7,671,945 | | Kevin Clothier | 1/4/2023 (6) | 0 | 480,000 | 960,000 | 0 | 9,729 | 19,458 | 5,183 | 1,260,029 | | Gerard Gifford | 1/4/2023 (7) | 0 | 918,750 | 1,837,500 | 0 | 23,309 | 46,618 | 12,417 | 3,018,757 | | Matthew Madeksza | 1/4/2023 (8) | 0 | 448,000 | 896,000 | 0 | 6,918 | 13,836 | 3,685 | 895,923 | | Djalma Novaes | 1/4/2023 (9) | 0 | 544,000 | 1,088,000 | 0 | 9,451 | 18,902 | 5,035 | 1,224,028 |

  54. Summary Compensation Table

    | (1) These amounts represent the range of annual non-equity incentive bonuses for which the NEOs were eligible in 2023 under the Company’s EP Plan. For further information relating to the EP Plan, see “Compensation Discussion and Analysis – Annual Incentive Bonus.” For the actual awards earned under the EP Plan for 2023, see the “Summary Compensation Table” above. |

  55. Summary Compensation Table

    | (2) These amounts represent the range of stock-based compensation that might be realized under the 2023 performance-based restricted stock awards. The potential payouts are based on performance and are therefore at risk. The performance awards make up approximately two-thirds of the stock-based compensation. The first performance measure, representing approximately one-third of the total stock-based compensation (or half of the performance-based portion), is based upon the total shareholder return (“TSR”) achieved by the Company from January 1, 2023 to December 31, 2025 versus the TSR during that same period of a published index of industry peers that are described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” above. The second performance measure, representing approximately one-third of the total stock-based compensation (or half of the performance-based portion), is based on the Return on Invested Capital (“ROIC”) achieved by the Company from January 1, 2023 to December 31, 2025 compared to the ROIC target established by the Compensation Committee. The vesting of the performance-based shares from the 2023 award will occur in 2026, with the actual number of shares vesting dependent upon the Company’s TSR compared to that of the published index of industry peers and performance against the ROIC target. For further details, refer to Note W, “Stock-Based Compensation” to the Company’s financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal. Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance goal. TSR performance-based shares vest upon a “change in control” of the Company based on the Company’s TSR as compared to that of the published index of industry peers from the beginning of the measurement period until the time of the “change in control.” ROIC performance-based shares vest upon a “change in control” of the Company based on the ROIC of the Company compared to that of the ROIC target from the beginning of the measurement period until the date of the “change in control.” |

  56. Summary Compensation Table

    | (3) These amounts represent time-based restricted stock awarded in 2023, which constitute approximately one-third of the total stock-based compensation. Time-based restricted stock vests annually over three years from the date of the award. If a participant terminates employment due to retirement (with Committee approval), disability or death, or upon a “change in control” of the Company, vesting of the award accelerates. |

  57. Summary Compensation Table

    | (4) These amounts represent the grant-date fair value of time-based restricted stock and performance-based restricted stock awarded in 2023. The grant-date fair value of the time-based restricted stock and ROIC performance-based shares is based on the closing price of the Company’s Common Stock on January 3, 2023, as adjusted to take into account that holders of unvested shares are not eligible for and do not receive dividends while such shares remain unvested. For time-based restricted stock, the grant-date fair value is $81.04. For ROIC performance-based shares, the grant-date fair value is $80.33. The grant-date fair value of the TSR performance-based shares is $93.32 and is based on a Monte Carlo valuation model. The Committee has determined that approximately two-thirds of the targeted value of stock awards to NEOs should be performance-based. In order for the Company in 2023 to deliver two-thirds of the value of an NEO’s targeted long-term equity incentive in performance-based restricted stock, somewhat more than one-third of the total number of shares granted were time-based restricted shares, and somewhat less than two-thirds were performance-based restricted shares because the prescribed valuation methods under FASB ASC Topic 718 result in higher per unit values for TSR performance-based restricted stock than for time-based restricted stock and ROIC performance-based restricted stock. Further details regarding these shares, the method of valuation and the assumptions made are set forth in Note W, “Stock-Based Compensation” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  58. Summary Compensation Table

    | (5) Represents grant to Mr. Donahue of 90,795 shares of stock-based compensation under the 2022 Stock-Based Incentive Compensation Plan (the “2022 Stock Plan”). Time-based restricted stock totaling 31,556 shares vests over a three-year period as follows: 10,519 shares on January 4, 2024 and January 6, 2025, respectively, and 10,518 shares on January 5, 2026. The remaining 59,239 shares of performance-based restricted stock vest on January 5, 2026 as follows: 31,835 shares based on the Company’s ROIC from January 1, 2023 to December 31, 2025 compared to the established ROIC target; 27,404 shares based on the Company’s TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 118,478. |

  59. Summary Compensation Table

    | (6) Represents grant to Mr. Clothier of 14,912 shares of stock-based compensation under the 2022 Stock Plan. Time-based restricted stock totaling 5,183 shares vests over a three-year period as follows: 1,728 shares on January 4, 2024 and January 6, 2025, respectively, and 1,727 shares on January 5, 2026. The remaining 9,729 shares of performance-based restricted stock vest on January 5, 2026 as follows: 5,228 shares based on the Company’s ROIC from January 1, 2023 to December 31, 2025 compared to the established ROIC target; 4,501 shares based on the Company’s TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 19,458. |

  60. Summary Compensation Table

    | (7) Represents grant to Mr. Gifford of 35,726 shares of stock-based compensation under the 2022 Stock Plan. Time-based restricted stock totaling 12,417 shares vests over a three-year period as follows: 4,139 shares on January 4, 2024, January 6, 2025, and January 5, 2026, respectively. The remaining 23,309 shares of performance-based restricted stock vest on January 5, 2026 as follows: 12,526 shares based on the Company’s ROIC from January 1, 2023 to December 31, 2025 compared to the established ROIC target; 10,783 shares based on the Company’s TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 46,618. |

  61. Summary Compensation Table

    | (8) Represents grant to Mr. Madeksza of 10,603 shares of stock-based compensation under the 2022 Stock Plan. Time-based restricted stock totaling 3,685 shares vests over a three-year period as follows: 1,229 shares on January 4, 2024, and 1,228 shares on January 6, 2025 and January 5, 2026, respectively. The remaining 6,918 shares of performance-based restricted stock vest on January 5, 2026 as follows: 3,718 shares based on the Company’s ROIC from January 1, 2023 to December 31, 2025 compared to the established ROIC target; 3,200 shares based on the Company’s TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 13,836. |

  62. Summary Compensation Table

    | (9) Represents grant to Mr. Novaes of 14,486 shares of stock-based compensation under the 2022 Stock Plan. Time-based restricted stock totaling 5,035 shares vests over a three-year period as follows: 1,679 shares on January 4, 2024, and 1,678 shares on January 6, 2025 and January 5, 2026, respectively. The remaining 9,451 shares of performance-based restricted stock vest on January 5, 2026 as follows: 5,079 shares based on the Company’s ROIC from January 1, 2023 to December 31, 2025 compared to the established ROIC target; 4,372 shares based on the Company’s TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 18,902. |

  63. Summary Compensation Table

    Outstanding Equity Awards at Fiscal Year-End The following table shows unvested time-based restricted Common Stock and unvested performance-based restricted Common Stock held by the Company’s NEOs on December 31, 2023. There are no outstanding options. These outstanding equity awards have been granted to the Company’s NEOs under the Company’s 2022 Stock-Based Incentive Compensation Plan or its immediate predecessor.

  64. Summary Compensation Table

    | Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (1) (Shares) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (Shares) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($) | | Timothy Donahue | 53,953 | 4,968,532 | 144,707 | 13,326,068 | | Kevin Clothier | 7,492 | 689,938 | 16,416 | 1,511,749 | | Gerard Gifford | 18,588 | 1,711,769 | 47,191 | 4,345,819 | | Matthew Madeksza | 11,185 | 1,030,027 | 6,918 | 637,079 | | Djalma Novaes | 8,575 | 789,672 | 23,117 | 2,128,845 |

  65. Summary Compensation Table

    | (1) These amounts represent outstanding unvested time-based restricted stock awards. Time-based restricted stock vests annually over three years from the date of the award. Accordingly, with respect to awards made in 2021, the final one-third vested on January 8, 2024. With respect to awards made in 2022, the second one-third vested on January 5, 2024 and the final one-third will vest on January 6, 2025. With respect to awards made in 2023, the first one-third vested on January 4, 2024. The second one-third will vest on January 6, 2025 and the final one-third will vest on January 5, 2026. If a participant terminates employment due to retirement (with Committee approval), disability or death, or in the event of a “change in control” of the Company, vesting of the unvested time-based restricted stock awards accelerates to the date of termination or change in control. Included in Mr. Madeksza’s totals are 7,500 time-based restricted shares that were awarded prior to his appointment to President of Transit Packaging Division and will vest in the period May 2024 – May 2026. |

  66. Summary Compensation Table

    | (2) Computed as of December 31, 2023. The closing price of the Company’s Common Stock on December 29, 2023 was $92.09. |

  67. Summary Compensation Table

    | (3) These amounts represent outstanding unvested performance-based restricted stock at target levels. The range of shares to be vested is 0 to 200% of the target based on the levels of performance achieved under the 2021 award from January 1, 2021 to December 31, 2023, under the 2022 award from January 1, 2022 to December 31, 2024 and under the 2023 award from January 1, 2023 to December 31, 2025. The number reported does not include any additional shares that may be awarded after December 31, 2023 based upon the Company’s performance but does include shares that may be forfeited based on the Company’s performance. On January 8, 2024, TSR performance-based shares earned pursuant to the 2021 awards vested as follows: for Mr. Donahue – 9,049 shares with a value on December 31, 2023 of $833,322; for Mr. Gifford – 2,639 shares with a value on December 31, 2023 of $243,026; and for Mr. Novaes – 1,499 shares with a value on December 31, 2023 of $138,043. On February 22, 2024, ROIC performance-based shares earned pursuant to the 2021 awards vested as follows: for Mr. Donahue – 43,572 shares with a value on December 31, 2023 of $4,012,545; for Mr. Gifford – 12,708 shares with a value on December 31, 2023 of $1,170,280; and for Mr. Novaes – 7,216 shares with a value on December 31, 2023 of $664,521. Messrs. Clothier and Madeksza were not issued TSR or ROIC performance-based shares in 2021 so they had no vestings of performance-based restricted stock. For further information relating to performance-based share vesting, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal. Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance goals. TSR performance-based shares vest upon a “change in control” of the Company based upon the Company’s TSR as compared to that of a published index of industry peers at the time of the “change in control.” ROIC performance-based shares vest upon a “change in control” of the Company based upon the ROIC of the Company compared to that of the ROIC target through the date of the “change in control.” |

  68. Summary Compensation Table

    Option Exercises and Stock Vested The following table shows the number of shares of the Company’s Common Stock acquired and the actual value received during 2023 upon the vesting of stock awards. The Company does not issue stock options to its NEOs.

  69. Summary Compensation Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1) | Value Realized on Vesting (2) ($) | | Timothy Donahue | 96,381 | 8,207,679 | | Kevin Clothier | 3,155 | 261,837 | | Gerard Gifford | 28,004 | 2,385,140 | | Matthew Madeksza | 2,500 | 207,075 | | Djalma Novaes | 16,095 | 1,370,833 |

  70. Summary Compensation Table

    | (1) Amounts in this column are time-based and performance-based restricted stock that vested in 2023. The 2020 award of TSR performance-based restricted stock vested at 45.57% of target in 2023. The 2020 award of ROIC performance-based restricted stock vested at 200.0% of target in 2023. For further information relating to the vesting of performance-based share awards, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” |

  71. Summary Compensation Table

    | (2) The amounts in this column are the aggregate dollar amount realized upon vesting, calculated by multiplying the number of shares of stock times the market value of the Company Common Stock at the date(s) of vesting. |

  72. Summary Compensation Table

    Pension Benefits The following table shows the present value of estimated benefits payable upon retirement to the NEOs under the Company’s U.S. Pension Plan, Senior Executive Retirement Plan and Restoration Plan, which are the defined-benefit pension plans maintained by the Company in which the NEOs participate.

  73. Summary Compensation Table

    | Name | Plan Name (1)(2) | Number of Years Credited Service (3) | Present Value of Accumulated Benefit (4)(5) ($) | | Timothy Donahue | Pension Plan SERP | 33 33 | 1,225,827 18,457,571 | | Kevin Clothier | Pension Plan Restoration Plan (6) | 31 31 | 856,600 1,169,172 | | Gerard Gifford | Pension Plan SERP/Restoration Plan (6) | 41 41 | 1,559,057 11,150,480 | | Matthew Madeksza | Restoration Plan (6) | 3 | 250,350 | | Djalma Novaes | Pension Plan SERP | 13 24 | 535,627 5,879,231 |

  74. Summary Compensation Table

    | (1) The U.S. Pension Plan in which all U.S.-based NEOs participate, except for Mr. Madeksza, is designed and administered to qualify under Section 401(a) of the Code. For further information, see “Compensation Discussion and Analysis – Retirement Benefits.” |

  75. Summary Compensation Table

    | (2) The annual benefit for those NEOs who participate in the SERP is based upon a formula equal to (i) 2.0% of the average of the five highest consecutive years of earnings during the last 10 years of service (consisting of salary and bonus, but excluding stock compensation, and determined without regard to the limits imposed on tax-qualified retirement plans) times years of service up to twenty years plus (ii) 1.45% of such average earnings for the next fifteen years of service plus (iii) at the discretion of the Compensation Committee, 1% of such average earnings for years of service beyond thirty-five years less (iv) Social Security old-age benefits (and similar benefits provided in foreign jurisdictions) attributable to employment with the Company and the Company-funded portion of the executive’s Pension Plan benefits. In the case of Mr. Gifford, the SERP is also reduced by his benefits under the Company’s Restoration Plan. For further information, see “Compensation Discussion and Analysis – Retirement Benefits.” |

  76. Summary Compensation Table

    | (3) Years of service are rounded to the nearest full year. |

  77. Summary Compensation Table

    | (4) The calculation of the lump-sum present value is based on assumptions that were in accordance with the guidelines of FASB ASC Topic 715 and that are discussed in Note R, “Pension and Other Postretirement Benefits” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Not all of the pension benefits payable to our NEOs will be paid in a lump sum. Interest rates strongly affect the present value of such benefits. Future changes in interest rates could cause significant changes in the lump-sum value of such benefits. |

  78. Summary Compensation Table

    | (5) All of the benefits are vested with respect to the NEOs with the exception of Mr. Madeksza’s participation in the Restoration Plan (which will vest in October 2027). |

  79. Summary Compensation Table

    | (6) The annual supplemental retirement benefit for Messrs. Clothier, Gifford and Madeksza under the Restoration Plan is equal to the difference between (i) the annual benefit he would have accrued under the U.S. Pension Plan if his target bonus amount were included in compensation for purposes of calculating the benefit under such Plan and if certain statutory limitations on benefit accrual did not apply and (ii) the annual benefit accrued under the U.S. Pension Plan basic pension formula as applicable to him. |

  80. Employment Agreements and Potential Payments upon Termination

    Employment Agreements and Potential Payments upon Termination The Company has employment agreements with all of its NEOs. In addition to the compensation and benefits described above, these contracts provide for certain post-employment severance payments in the event of employment termination under certain circumstances. The Committee believes that these contracts provide an incentive to the NEOs to remain with the Company and serve to align the interests of the NEOs and Shareholders, including in the event of a potential acquisition of the Company. Under his employment agreement, Mr. Donahue has agreed that, during his employment and for two years thereafter, he will not compete with the Company or solicit Company employees to terminate employment with the Company. All other NEOs are subject to a similar non-competition provision for a one-year post-employment period prior to a change in control and for two years following a change in control. Under the agreement for each of the NEOs, if the executive’s employment is terminated because of a voluntary termination or retirement, the Company will pay the executive his base salary through the date of termination or retirement, a pro-rated bonus payment (which is payable at the Company’s discretion for Messrs. Clothier and Madeksza in the case of a voluntary termination) and any vested retirement, incentive or other benefits. The pro-rated bonus payment is based on the actual bonus for all NEOs except for Mr. Gifford, whose pro-rated payment is based on his target bonus in the event of his voluntary termination or retirement. In the event of death, the compensation is identical to the above except that (i) the payment of a pro-rated bonus payment is mandatory for each NEO and (ii) the pro-rated bonus payment is based on the actual bonus for Messrs. Donahue, Clothier and Madeksza, but on the target bonus for Messrs. Gifford and Novaes. All payments will be made to the executive’s estate in the event of death. In the case of a termination of employment due to a disability, each of the NEOs other than Mr. Donahue will be entitled to his base salary through the date of disability, a pro-rated bonus payment and any vested retirement, incentive or other benefits, plus an annual disability benefit equal to 75% of his base salary. The pro-rated bonus payment is based on the target bonus for Messrs. Gifford and Novaes and the actual bonus for Messrs. Clothier and Madeksza. In the case of Mr. Donahue’s disability, he will be entitled to his base salary through the date of disability, an annual disability benefit equal to 100% of his base salary plus a bonus equal to the average annual bonus paid or payable to him for the three most recently completed years, and any vested retirement, incentive or other benefits. If the employment of any of the NEOs is terminated for “Cause,” the Company will pay to the executive only the base salary owed through his date of termination and his vested retirement, incentive or other benefits. Under the agreement for Mr. Donahue, if his employment is terminated by the Company without Cause or by him for “Good Reason” other than within the 12-month period following a “Change in Control,” in addition to his base salary through the date of termination, the Company will pay to Mr. Donahue (i) a pro-rated actual bonus payment and (ii) a lump-sum payment equal to three times the sum of the executive’s base salary and his target bonus for the year of termination. Under the agreement for each of the other NEOs, upon the termination of the executive’s employment by the Company without Cause other than within the 12-month period following a Change in Control, the Company will pay to the executive (i) his base salary through the date of termination, (ii) a pro-rated actual (but, for Mr. Gifford, a pro-rated target) bonus payment and (iii) a lump-sum payment equal to the executive’s annual base salary. In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits. Under the agreement for each of the NEOs, if the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason, during the 12-month period following a Change in Control, the Company will pay him (i) his base salary through the date of termination plus, (ii) a lump-sum payment equal to three times the sum of the executive’s base salary and his average bonus over the three completed years prior to the year of termination. On a Change in Control, all stock options and time-based restricted stock granted to the executive by the Company will become fully vested and, in the case of stock options, immediately exercisable. In addition, on a Change in Control, performance-based restricted stock will vest based upon the Company’s performance as compared to the applicable performance goals between the start of the measurement period and the date of the Change in Control. In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits. To the extent that the executive would be subject to the excise tax under Code Section 4999 on the amounts and benefits received on a Change in Control for purposes of Code Section 280G, either (i) such amounts and benefits will be reduced or delayed by the minimum amount necessary such that no portion of the amount or benefits is subject to the excise tax or (ii) the full amount and benefits shall be paid, whichever, after taking into account all applicable taxes, including the excise tax, results in the executive’s receipt, or an after-tax basis, of the greater amount and benefits. The following table provides estimates of the potential severance and other post-termination benefits each NEO would receive assuming his employment was terminated as of December 31, 2023.

  81. Employment Agreements and Potential Payments upon Termination

    | Name | Benefit | Termination upon Retirement, Disability or Death (1) ($) | Resignation for Good Reason prior to a Change in Control ($) | Termination without Cause prior to a Change in Control ($) | Termination without Cause or Resignation for Good Reason after a Change in Control (2) ($) | | Timothy Donahue | Salary: | | 4,110,000 | 4,110,000 | 4,110,000 | | | Bonus: | 2,820,488 | 8,368,988 | 8,368,988 | 6,503,969 | | | Accelerated Restricted Stock Vesting: (3) | 4,968,532 | | | 18,294,599 | | | Total: | 7,789,020 | 12,478,988 | 12,478,988 | 28,908,568 | | Kevin Clothier | Salary: | | | 600,000 | 1,800,000 | | | Bonus: | 732,000 | | 732,000 | 686,620 | | | Accelerated Restricted Stock Vesting: (3) | 689,938 | | | 2,201,688 | | | Total: | 1,421,938 | | 1,332,000 | 4,688,308 | | Gerard Gifford | Salary: | | | 875,000 | 2,625,000 | | | Bonus: | 918,750 | | 918,750 | 3,176,634 | | | Accelerated Restricted Stock Vesting: (3) | 1,711,769 | | | 6,057,588 | | | Total: | 2,630,519 | | 1,793,750 | 11,859,222 | | Matthew Madeksza | Salary: | | | 560,000 | 1,680,000 | | | Bonus: | 896,000 | | 896,000 | 352,548 | | | Accelerated Restricted Stock Vesting: (3) | 1,030,027 | | | 1,667,105 | | | Total: | 1,926,027 | | 1,456,000 | 3,699,653 | | Djalma Novaes | Salary: | | | 680,000 | 2,040,000 | | | Bonus: | 680,544 | | 680,544 | 2,466,312 | | | Accelerated Restricted Stock Vesting: (3) | 789,672 | | | 2,918,516 | | | Total: | 1,470,216 | | 1,360,544 | 7,424,828 |

  82. Employment Agreements and Potential Payments upon Termination

    | (1) The bonus amounts in this column assume a retirement scenario. In death or disability scenarios, the amounts for some of the NEOs would be different because, in these cases, bonus calculations are based on target, and not actual, bonus amounts. |

  83. Employment Agreements and Potential Payments upon Termination

    | (2) In addition, as indicated in the Pension Benefits table, Messrs. Donahue, Gifford and Novaes are participants in the Company’s SERP and Messrs. Clothier, Gifford and Madeksza participate in the Company’s Restoration Plan. Currently, the SERP and Restoration Plan benefits are vested for each participant except Mr. Madeksza. In addition, as soon as administratively practicable but in no event more than 10 business days after a Change in Control, all benefits under the SERP and Restoration Plan will be paid to each vested NEO in a cash lump sum. |

  84. Employment Agreements and Potential Payments upon Termination

    | (3) In the case of retirement with Committee approval, disability or death, the vesting of time-based restricted stock awards accelerates and the performance-based shares remain outstanding, subject to performance conditions until the performance period ends. Accordingly, no performance share compensation has been provided for terminations upon retirement, disability or death because payout cannot be assured. On a Change in Control, all time-based restricted stock will become vested, and performance-based restricted stock will vest based upon the Company’s achievement of the performance goals between the beginning of the relevant measurement period(s) and the date of the Change in Control. For termination after a Change in Control, the table assumes that the target level of performance share compensation will be achieved. For further details, refer to the Outstanding Equity Awards at Fiscal Year-End table above and Note W, “Stock-Based Compensation” to the Company’s financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  85. Pay Ratio Disclosure

    Pay Ratio Disclosure Federal law requires that the Company disclose the ratio of its CEO’s total compensation to the total compensation of its median employee (excluding the CEO). Generally, the median employee is required to be identified only once every three years. The Company identified its median employee using salary/wages and bonus information from the Company’s payroll records as of December 31, 2021. The Company does not believe that in 2023 there were changes to the employee population or compensation arrangements that would result in a significant change to its pay ratio disclosure, and the Company has determined to use the same median employee for 2023. To determine the ratio we utilized our global workforce consisting of all U.S., non-U.S., full-time, part-time and temporary employees of the Company and its consolidated subsidiaries, except that, pursuant to the de minimis exemption as permitted by SEC rules, we excluded all non-U.S. employees located in certain jurisdictions representing, in the aggregate, less than 5% of our total employees. The jurisdictions and numbers of non-U.S. employees excluded as of the date of determination were: Cambodia (780 employees), Indonesia (116 employees), Kenya (33 employees), Jamaica (37 employees), Bulgaria (57 employees), Trinidad (18 employees), Barbados (37 employees) and Tunisia (121 employees). The total number of employees in our global workforce (excluding the CEO) as of the date of determination, irrespective of any exemption, was 24,043 employees, 6,233 of whom were U.S. employees and 17,810 of whom were non-U.S. employees. After application of the de minimis exemption, the total number of U.S. employees used was 6,233, and the total number of non-U.S. employees used was 16,611. No assumptions, cost-of-living adjustments or other estimates with respect to compensation were made, except that the compensation was annualized for all full-time employees who began employment during 2021. The Company’s median employee was based outside of the U.S. The median employee’s total compensation was calculated using the same methodology used to calculate the Total Compensation of the CEO as set forth in the Summary Compensation Table included in the Executive Compensation section of this Proxy Statement. In 2023, the median employee’s total compensation was $34,870, and the total compensation of the CEO was $11,928,223. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees of the Company, except the CEO, is 342.1.

  86. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  87. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO¹ ($) | Compensation Actually Paid to PEO¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | ROIC⁵ | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 11,928,223 | 16,258,848 | 3,489,766 | 3,998,035 | 130.62 | 109.15 | 587 | 12.4% | | 2022 | 9,300,136 | (6,982,448) | 2,229,044 | (650,485) | 115.28 | 104.04 | 855 | 12.4% | | 2021 | 11,815,065 | 13,384,538 | 3,441,916 | 3,878,831 | 153.68 | 128.81 | (411) | 12.5% | | 2020 | 17,521,039 | 28,558,037 | 5,185,685 | 7,151,936 | 138.13 | 118.34 | 688 | 10.8% |

  88. Pay Versus Performance Disclosure

    (1) Timothy Donahue was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  89. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Thomas Kelly | Thomas Kelly | Kevin Clothier | Kevin Clothier | | Gerard Gifford | Gerard Gifford | Gerard Gifford | Gerard Gifford | | Djalma Novaes | Djalma Novaes | Djalma Novaes | Matthew Madeksza | | Didier Sourisseau | Robert Bourque | Robert Bourque | Djalma Novaes | | | | Hock Huat Goh | |

  90. Pay Versus Performance Disclosure

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

  91. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 11,928,223 | 0 | (7,671,945) | 578,785 | 11,423,785 | 16,258,848 | | 2022 | 9,300,136 | 0 | (7,364,000) | 691,464 | (9,610,048) | (6,982,448) | | 2021 | 11,815,065 | (1,106,979) | (6,368,770) | 716,307 | 8,328,915 | 13,384,538 | | 2020 | 17,521,039 | (5,714,297) | (6,239,951) | 611,009 | 22,380,237 | 28,558,037 |

  92. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 3,489,766 | (181,294) | (1,599,684) | 140,895 | 2,148,351 | 3,998,035 | | 2022 | 2,229,044 | 0 | (986,390) | 159,674 | (2,052,813) | (650,485) | | 2021 | 3,441,916 | (248,755) | (1,287,047) | 294,478 | 1,678,239 | 3,878,831 | | 2020 | 5,185,685 | (1,608,949) | (1,303,529) | 199,138 | 4,679,591 | 7,151,936 |

  93. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  94. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 8,978,564 | (234,701) | 0 | 2,679,922 | 0 | 0 | 11,423,785 | | 2022 | 3,979,926 | (13,395,521) | 0 | (194,453) | 0 | 0 | (9,610,048) | | 2021 | 9,948,725 | (1,591,678) | 0 | (28,132) | 0 | 0 | 8,328,915 | | 2020 | 14,578,713 | 7,972,735 | 0 | (171,211) | 0 | 0 | 22,380,237 |

  95. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,872,128 | (35,029) | 0 | 311,252 | 0 | 0 | 2,148,351 | | 2022 | 533,100 | (2,053,999) | 0 | (258,899) | (273,015) | 0 | (2,052,813) | | 2021 | 2,010,515 | (327,022) | 0 | (5,254) | 0 | 0 | 1,678,239 | | 2020 | 3,045,471 | 1,678,931 | 0 | (44,811) | 0 | 0 | 4,679,591 |

  96. Pay Versus Performance Disclosure

    (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Containers & Packaging (DJUSCP) Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the DJUSCP Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined ROIC to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for one or more of the prior years reported in this section and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  97. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during the four most recently completed fiscal years.

  98. Compensation Actually Paid and ROIC

    Compensation Actually Paid and ROIC The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our ROIC. See the Compensation Discussion and Analysis – Calculation of ROIC (page 46) for more information on the ROIC calculation.