DEF 14A of Silgan Holdings Inc, Apr 16, 2026

DEF 14A of Silgan Holdings Inc

Filed Apr 16, 2026 · FY20250001193125-26-158049

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Nominees

    Nominees Our Board of Directors is composed of nine members, divided into three classes designated as Class I, Class II and Class III. We have three Class I Directors, three Class II Directors and three Class III Directors, with each class of directors serving staggered three-year terms. At each annual meeting of stockholders of the Company, the term of office of one class of directors of the Company expires, and directors nominated to the class of directors whose term is expiring at such annual meeting will be elected for a term of three years and until their successors are duly elected and qualified. Our remaining directors continue in office until their respective terms expire and until their successors are duly elected and qualified. Accordingly, at each annual meeting of stockholders of the Company one class of our directors will be elected, and each of our directors will be required to stand for election once every three years. At the Meeting, the term of office for our Class II Directors expires. Our Class II Directors currently are Leigh J. Abramson, Robert B. Lewis and Niharika Ramdev. Our Nominating Committee has nominated, which nominations were approved by our Board of Directors, each of Mr. Abramson, Mr. Lewis and Ms. Ramdev for re-election as a Class II Director of the Company, with each nominee to serve until our annual meeting of stockholders in 2029 and until his or her successor has been duly elected and qualified. Each nominee for Class II Director of the Company has consented to be named in this Proxy Statement and to serve on our Board of Directors if elected. If, prior to the Meeting, any nominee should become unavailable to serve on our Board of Directors for any reason, the shares of our Common Stock represented by all properly executed proxies will be voted for such alternate individual as shall be nominated by our Nominating Committee and approved by our Board of Directors of the Company. We provide below certain information regarding each nominee for Class II Director of the Company and each Director of the Company whose term of office continues after the Meeting, including the individual’s age (as of December 31, 2025), principal occupation and business experience during at least the last five years, other directorships currently held or held during the past five years, the year in which such individual was first elected a director of the Company and the experiences, qualifications, attributes or skills that the nominee and each Director brings to our Board of Directors. We believe that each nominee and each current Director brings a strong and unique background and set of skills to our Board of Directors, giving our Board of Directors as a whole competence and experience in a wide variety of areas, including relevant industry experience, executive management experience, public company board service experience, risk management experience and finance and accounting experience. Nominees for election as Director (Class II)—term expiring 2029 Leigh J. Abramson, age 57, has been one of our Directors since August 2018. Mr. Abramson previously served as a Director of the Company from September 1996 until July 2003. Mr. Abramson has been a Partner and Co-Head of the Industrial Growth Group of Gryphon Investors, a private equity firm, since March 2020. Since February 2025, Mr. Abramson has also been Co-Chief Investment Officer of Gryphon Investors. Mr. Abramson was a Managing Director and Partner of Metalmark Capital, a private equity fund, since its founding in 2004 until June 2019. Prior to that, Mr. Abramson was with Morgan Stanley Capital Partners from 1992 until 2004, and he began his career in Morgan Stanley’s Investment Banking Division in 1990 until 1992. Mr. Abramson has also served, and currently serves, as a director for several private companies. Mr. Abramson brings to our Board of Directors extensive experience in corporate strategy, mergers and acquisitions and financial matters. Robert B. Lewis, age 61, has been one of our Directors since May 2023. Mr. Lewis was our Executive Vice President, Corporate Development and Administration from March 2023 through March 2026. From August 2004 until March 2023, Mr. Lewis was our Executive Vice President and Chief Financial Officer. Previously, he was Senior Vice President and Chief Financial Officer of Velocity Express Inc. from January 2004 until August 2004. From December 2000 until December 2003, Mr. Lewis held a series of senior executive positions at Moore Corporation Limited, initially as Executive Vice President and Chief Financial Officer and later as President of Business Communication Services, an operating division of Moore Corporation Limited. Prior to joining Moore Corporation Limited, Mr. Lewis served as Executive Vice President and Chief Financial Officer of Walter Industries, Inc. and World Color Press, Inc. and in various senior financial management roles at L.P. Thebault, a U.S. based commercial printer. Mr. Lewis brings to our Board of Directors considerable knowledge of the Company and the consumer goods packaging industry, significant senior financial officer and finance experience and extensive executive management experience. Niharika Ramdev, age 56, has been one of our Directors since November 2022. Ms. Ramdev spent over two decades with General Motors Company, having served as Chief Financial Officer for the Global Cadillac division from January 2018 to April 2019, Chief Financial Officer for General Motors International from July 2015 to January 2018, Vice President of Finance and Treasurer from April 2014 through June 2015, and Chief Financial Officer for Global Purchasing and Supply Chain from August 2011 through March 2014. Prior to that, she held a variety of other finance leadership roles within General Motors Company. Ms. Ramdev received her undergraduate degree from the University of Bombay in Mumbai, India, where she worked as an accountant and senior financial consultant before earning her M.B.A. from Harvard Business School. Ms. Ramdev currently serves as a director of Shoals Technologies Group Inc., a publicly traded company listed on Nasdaq that provides electrical balance of systems solutions and components for the global energy transition market, and has served in such capacity since August 2024. Ms. Ramdev previously served as a director and audit committee member for Kaman Corporation, a diversified company that conducts business in the aerospace and defense, industrial and medical markets, from June 2022 until its acquisition by Arcline Investment Management, L.P in April 2024, as a director and audit committee member for Triton International Limited, a leading intermodal container leasing company, from August 2021 until its acquisition by Brookfield Infrastructure Corporation in September 2023, as a director for Renewable Energy Group, Inc. from November 2021 until its acquisition by Chevron Corporation in June 2022, and as a director from December 2020 until May 2022 of XL Fleet Corp., now Spruce Power Holding Corporation. Ms. Ramdev brings to our Board of Directors extensive experience in finance, risk management, supply chain and international operations. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR (CLASS II) OF THE COMPANY. Incumbent Directors (Class III)—term expiring 2027

  3. Nominees

    Anthony J. Allott, age 61, has been one of our Directors since 2006. Since April 2022, Mr. Allott has been our Chairperson of the Board in a non-executive capacity. Prior to that, Mr. Allott was our Chairperson of the Board in an executive capacity from April 2019 through March 2022. From March 2006 through August 2021, Mr. Allott was our Chief Executive Officer, and from August 2004 through March 2019 Mr. Allott was our President. Mr. Allott was also our Chief Operating Officer from May 2005 until March 2006. From May 2002 until August 2004, Mr. Allott was our Executive Vice President and Chief Financial Officer. Prior to joining us, Mr. Allott was Senior Vice President and Chief Financial Officer of Applied Extrusion Technologies, Inc., or AET, a manufacturer of flexible packaging, since July 1996. From July 1994 until July 1996, Mr. Allott was Vice President and Treasurer of AET. From 1992 until July 1994, Mr. Allott was Corporate Controller and Director of Financial Reporting of Ground Round Restaurants. Prior to that, Mr. Allott was a certified public accountant with Deloitte & Touche LLP. Mr. Allott currently serves as a director of Sealed Air Corporation, a publicly traded company listed on the NYSE that manufactures packaging solutions that preserve food, protect goods and automate packaging processes, and has served in such capacity since October 2024. Mr. Allott also currently serves as a director of two private companies. Mr. Allott brings to our Board of Directors considerable knowledge of the Company and the consumer goods packaging industry and extensive executive management experience. William T. Donovan, age 73, has been one of our Directors since January 2018. Mr. Donovan was Chair of the Board of Rockland Industrial Holdings, LLC, a privately held manufacturer of wood flooring products for the truck trailer and container industries, from April 2006 until December 2013. From 1997 until 2005, he served as President, Chief Executive Officer and a director of Total Logistics, Inc., a company engaged in providing integrated logistics services, facility management and industrial product manufacturing that had been a publicly traded company listed on Nasdaq prior to its acquisition by Supervalu Inc. From 1987 to 1997, Mr. Donovan served as President, Chief Financial Officer and a director of Christiana Companies, Inc., a provider of warehousing and logistic services and manufacturer of drill pipe and downhole tools that had been a publicly traded company listed on the NYSE prior to its merger with Weatherford International, Inc. From 1980 to 1998, Mr. Donovan was a Principal and Managing Director of Lubar & Co., a private investment and venture capital firm. From 1976 to 1980, Mr. Donovan was an officer with Manufacturers Hanover Trust Company, now part of JPMorgan Chase & Co., where he specialized in merger and acquisition financing. Mr. Donovan is currently a director and audit committee chair of Precision Drilling Corporation, an onshore drilling company and service provider to the oil and natural gas industries and a publicly traded company listed on the Toronto Stock Exchange and the NYSE, and has served in that capacity since December 2008. Prior to that, Mr. Donovan was a director of Grey Wolf, Inc., an international land-based provider of contract drilling services to the oil and natural gas industries and a publicly traded company that had been listed on the American Stock Exchange, from June 1997 until December 2008 prior to its acquisition by Precision Drilling Corporation. Mr. Donovan has also served as a director of several other private companies. Mr. Donovan brings to our Board of Directors significant executive management, merger and acquisition and finance experience, as well as experience as a public company director. Fiona Cleland Nielsen, age 50, has been one of our Directors since May 2024. Ms. Cleland Nielsen currently serves as Chief Strategy and Business Development Officer of Copeland LP, a position she has held since May 2025. Copeland LP is a global provider of sustainable climate solutions that combines category leading brands in compression, controls, software and monitoring for heating, cooling and refrigeration. Prior to her current position, Ms. Cleland Nielsen served as Senior Vice President, Strategy and Mergers & Acquisitions of Copeland LP since March 2024. From August 2021 until February 2024, Ms. Cleland Nielsen was Senior Vice President, Strategy and Mergers & Acquisitions of ATS Corporation, a Canadian company listed on the Toronto Stock Exchange and the NYSE that provides industry leading automation solutions to multinational customers in markets such as life sciences, transportation, food and beverage, consumer products and energy. From January 2015 to June 2021, Ms. Cleland Nielsen served as Vice President, Strategy and Mergers & Acquisitions for Honeywell Safety & Productivity Solutions, a provider of products, software and connected solutions that improve productivity, workplace safety and asset performance. Prior to that, from August 2006 to January 2015, she served in various operational roles at Tektronix Communications, a Danaher Corporation business, and ultimately as Director, Business Development and Mergers & Acquisitions for the Danaher Communications Software Platform. Ms. Cleland Nielsen brings to our Board of Directors significant management and mergers and acquisitions leadership experience. Incumbent Directors (Class I)—term expiring 2028 Adam J. Greenlee, age 52, has been one of our Directors since November 2022. Mr. Greenlee has been our Chief Executive Officer since September 2021 and our President since April 2019. Mr. Greenlee was our Chief Operating Officer from August 2009 through August 2021. From October 2007 through March 2019, Mr. Greenlee was an Executive Vice President of the Company. From January 2006 until October 2007, Mr. Greenlee was President of the North American operations of Silgan White Cap, and he was Executive Vice President of the North American operations of Silgan White Cap from March 2005 until January 2006. Prior to that, Mr. Greenlee was Vice President & General Manager of ATI Allegheny Rodney from January 2003 through February 2005 and its Director of Marketing from February 2001 until January 2003. Mr. Greenlee brings to our Board of Directors considerable knowledge of the Company and the consumer goods packaging industry, extensive executive management experience and operations and manufacturing leadership. Mr. Greenlee also serves as our Chief Executive Officer and President. Brad A. Lich, age 58, has been one of our Directors since October 2019. Mr. Lich currently serves as Executive Vice President and Chief Commercial Officer of Eastman Chemical Company, or Eastman Chemical, a position he has held since March 2016. Eastman Chemical is a publicly traded company listed on the NYSE and a global advanced materials and specialty additives company that produces a broad range of products found in items people use every day. Mr. Lich is responsible for the Advanced Materials business segment and circular platform of Eastman Chemical, as well as the leadership of its marketing, sales, procurement, corporate strategy and regional leadership. Prior to his current position, Mr. Lich served as Executive Vice President, Advanced Materials & Additives & Functional Products of Eastman Chemical since January 2014. Mr. Lich joined Eastman Chemical in 2001 and has been steadily promoted to positions of increasing responsibility and leadership throughout his tenure. Prior to joining Eastman Chemical, Mr. Lich held various leadership and commercial roles with Coatingsmart, Inc., E-Chemicals, Inc., The Valspar Corporation and The Dow Chemical Company. Mr. Lich brings to our Board of Directors extensive executive management and commercial leadership experience.

  4. Nominees

    Shannon Miller, age 49, has been one of our Directors since May 2025. Ms. Miller currently serves as President—Growth, Strategy and Digital at Jacobs Solutions, Inc., or Jacobs Solutions, a position she has held since September 2024. Jacobs Solutions is a publicly traded company listed on the NYSE and an advisory and consulting firm that delivers outcomes and solutions for the world’s most complex challenges, providing end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water. Prior to her current position, Ms. Miller served as President of Jacobs Solutions’ Divergent Solutions business unit from October 2022 until September 2024. Ms. Miller joined Jacobs Solutions in 1998 and has been steadily promoted to positions of increasing responsibility and leadership throughout her tenure. Ms. Miller brings significant leadership experience and extensive digital technologies and cybersecurity expertise to our Board of Directors. Each of Messrs. Abramson and Lewis and Ms. Ramdev was elected as a Director of the Company at our annual meeting of stockholders in 2023. Each of Messrs. Allott and Donovan and Ms. Cleland Nielsen was elected as a Director of the Company at our annual meeting of stockholders in 2024. Each of Messrs. Greenlee and Lich and Ms. Miller was elected as a Director of the Company at our annual meeting of stockholders in 2025. Each of Leigh J. Abramson, William T. Donovan, Brad A. Lich, Shannon Miller, Fiona Cleland Nielsen and Niharika Ramdev is an “independent director,” as defined in the listing standards of the NYSE. The independent directors held four meetings during 2025 following regularly scheduled quarterly meetings of the Board of Directors, without the presence of management or any inside directors. Our Board of Directors met four times and acted by written consent seven times during 2025. Each of our Directors attended at least 75 percent of the aggregate of: (1) the total number of meetings of the Board of Directors held in 2025 during which such person was a Director and (2) the total number of meetings held in 2025 by all committees of the Board of Directors on which such person served during which such person was a Director. The Company does not have a policy with regard to director attendance at annual meetings of stockholders. One of our Directors attended last year’s annual meeting of stockholders.

  5. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS In 2025, our Directors who did not receive compensation as an officer or employee of the Company or any of its affiliates were paid as follows:

  6. COMPENSATION OF DIRECTORS

    | • | an annual retainer of $110,000 for service on our Board of Directors, plus reimbursement for business related travel and other reasonable out-of-pocket expenses; |

  7. COMPENSATION OF DIRECTORS

    | • | an annual retainer fee of $12,000 for service on the Audit Committee for each member of the Audit Committee of our Board of Directors; |

  8. COMPENSATION OF DIRECTORS

    | • | an annual retainer fee of $12,000 for service on the Compensation Committee for each member of the Compensation Committee of our Board of Directors; and |

  9. COMPENSATION OF DIRECTORS

    | • | an annual retainer fee of $25,000 for service as a chairperson for each chairperson of the Audit Committee, Compensation Committee and Nominating Committee of our Board of Directors. |

  10. COMPENSATION OF DIRECTORS

    In addition, in 2025 each of our Directors who did not receive compensation as an officer or employee of the Company or any of its affiliates received an annual equity based director award pursuant to the Stock Incentive Plan on the first business day after our annual meeting of stockholders, having an aggregate fair market value of $125,000 as of the date of grant. For any Director elected to our Board of Directors subsequent to the annual meeting of stockholders of the Company, such Director was also granted, on the first business day after the next annual meeting of stockholders of the Company, an additional equity based director award pursuant to the Stock Incentive Plan equal to a pro rata amount (based on the number of days that such Director served as a Director of the Company during the period from the last annual meeting of stockholders of the Company to and including the next annual meeting of stockholders of the Company) of the annual equity based director award granted to Directors following the annual meeting of the stockholders of the Company in such particular year. The equity based director awards were made in the form of restricted shares of our Common Stock or restricted stock units related to shares of our Common Stock, in the discretion of the Board of Directors, under the Stock Incentive Plan. Additionally, any non-executive Chairperson of the Board of our Board of Directors is paid an annual retainer fee of $130,000 for service as Chairperson of the Board of our Board of Directors. The following table provides information concerning the compensation of Directors of the Company for the fiscal year ended December 31, 2025.

  11. Director Compensation

    Director Compensation

  12. Director Compensation

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2) | Option Awards($) | Non-Equity Incentive Plan Compensation($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings($) | All Other Compensation($)(3) | Total($) | | Anthony J. Allott(4) | $212,500 | $124,981 | $0 | $0 | $0 | $0 | $337,481 | | Leigh J. Abramson(5) | $159,000 | $124,981 | $0 | $0 | $0 | $18,295 | $302,276 | | William T. Donovan(5) | $159,000 | $124,981 | $0 | $0 | $0 | $16,097 | $300,078 | | Adam J. Greenlee(6) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Robert B. Lewis(6) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Brad A. Lich(5) | $134,000 | $124,981 | $0 | $0 | $0 | $15,202 | $274,183 | | Shannon Miller (5) | $79,885 | $124,981 | $0 | $0 | $0 | $0 | $204,866 | | Fiona Cleland Nielsen(5) | $134,000 | $124,981 | $0 | $0 | $0 | $3,715 | $262,696 | | Niharika Ramdev(5) | $159,000 | $124,981 | $0 | $0 | $0 | $7,221 | $291,202 |

  13. Director Compensation

    | (1) For Mr. Allott, the amount in column (b) represents the amount paid to him for services as the non-executive Chairperson of the Board of our Board of Directors in 2025 and the amount paid to him for services as a Director starting as of April 1, 2025. For each of Mr. Abramson, Mr. Donovan, Mr. Lich, Ms. Miller, Ms. Cleland Nielsen and Ms. Ramdev, the amount in column (b) represents the amount paid to such person for services as a Director and on committees of the Board of Directors as described above. |

  14. Director Compensation

    | (2) For each of Mr. Allott, Mr. Abramson, Mr. Donovan, Mr. Lich, Ms. Miller, Ms. Cleland Nielsen and Ms. Ramdev, the amount in column (c) reflects the grant date fair value of 2,262 restricted stock units (representing the right to receive 2,262 shares of Common Stock upon vesting) granted on May 28, 2025 pursuant to and under the Stock Incentive Plan. All of these restricted stock units vest in a single installment on the date of the following annual meeting of stockholders of the Company. The grant date fair value of such restricted stock units was calculated by multiplying the average of the high and low sales prices of a share of our Common Stock on May 28, 2025 by such number of restricted stock units, in accordance with the provisions of the Financial Accounting Standards Board Accounting Standards Codification 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). |

  15. Director Compensation

    | (3) For Mr. Abramson, the amount in column (g) consists of dividend equivalents of $2,088 paid on unvested restricted stock units upon their vesting and dividend equivalents of $16,207 paid on restricted stock units that had vested but for which receipt of the underlying shares of Common Stock had been deferred. For Mr. Donovan, the amount in column (g) consists of dividend equivalents of $2,088 paid on unvested |

  16. Director Compensation

    | restricted stock units upon their vesting and dividend equivalents of $14,009 paid on restricted stock units that had vested but for which receipt of the underlying shares of Common Stock had been deferred. For Mr. Lich, the amount in column (g) consists of dividend equivalents of $2,088 paid on unvested restricted stock units upon their vesting and dividend equivalents of $13,114 paid on restricted stock units that had vested but for which receipt of the underlying shares of Common Stock had been deferred. For Ms. Cleland Nielsen, the amount in column (g) consists of dividend equivalents of $2,088 paid on unvested restricted stock units upon their vesting and dividend equivalents of $1,627 paid on restricted stock units that had vested but for which receipt of the underlying shares of Common Stock had been deferred. For Ms. Ramdev, the amount in column (g) consists of dividend equivalents of $2,088 paid on unvested restricted stock units upon their vesting and dividend equivalents of $5,133 paid on restricted stock units that had vested but for which receipt of the underlying shares of Common Stock had been deferred. |

  17. Director Compensation

    | (4) In 2025, Mr. Allott was Chairperson of the Board of our Board of Directors in a non-executive capacity and received an annual retainer fee of $130,000 for service as Chairperson of the Board of our Board of Directors. Until March 31, 2025, Mr. Allott served as an employee of the Company providing certain advisory services. Since Mr. Allott was an employee of the Company until March 31, 2025, Mr. Allott did not receive the retainer for services as a Director of the Company through such date. Mr. Allott received a salary of $27,500 for his services from January 1, 2025 through March 31, 2025 as an employee of the Company providing certain advisory services. In addition, as an employee of the Company until March 31, 2025, Mr. Allott received $228 in group term life insurance premiums paid on his behalf through such date. Effective April 1, 2025, Mr. Allott retired as an employee of the Company. Accordingly, starting on such date Mr. Allott was paid the retainer for services on our Board of Directors and received the annual equity based director award pursuant to the Stock Incentive Plan. |

  18. Director Compensation

    | (5) The aggregate number of outstanding restricted stock units held by each of our non-employee Directors as of December 31, 2025 is as follows: |

  19. Director Compensation

    Mr. Allott – 2,262 unvested restricted stock units Mr. Abramson – 2,262 unvested restricted stock units and 20,937 vested but deferred restricted stock units Mr. Donovan – 2,262 unvested restricted stock units and 18,189 vested but deferred restricted stock units Mr. Lich – 2,262 unvested restricted stock units and 17,071 vested but deferred restricted stock units Ms. Miller – 2,262 unvested restricted stock units Ms. Cleland Nielsen – 2,262 unvested restricted stock units and 2,712 vested but deferred restricted stock units Ms. Ramdev – 2,262 unvested restricted stock units and 7,094 vested but deferred restricted stock units There were no outstanding stock options held by any of our non-employee Directors as of December 31, 2025.

  20. Director Compensation

    | (6) Messrs. Greenlee and Lewis were officers and employees of the Company during 2025. Accordingly, neither Mr. Greenlee nor Mr. Lewis received an annual retainer, any director award under the Stock Incentive Plan or any other compensation for services as a Director of the Company for 2025. Effective April 1, 2026, Mr. Lewis retired as an employee of the Company. Accordingly, starting on such date Mr. Lewis will be paid the retainer for services on our Board of Directors and will be eligible to receive the annual equity based director award pursuant to the Stock Incentive Plan. |

  21. Compensation Philosophy

    | 2. | rewards executive officers for achieving the Company’s short-term business goals and long-term creation of stockholder value while at the same time not encouraging excessive risk taking; and |

  22. Compensation Philosophy

    The components of the compensation program for all executive officers of the Company are base salary, annual cash incentive bonus and equity-based compensation consisting of restricted stock units and performance awards of restricted stock units. The Compensation Committee believes that restricted stock units foster more balanced risk taking because they are more closely linked to direct ownership of stock than other forms of equity-based compensation. By including a combination of cash and at-risk equity compensation, the Compensation Committee believes that the Company’s executive compensation program is consistent with its business strategy and does not encourage its executive officers to take excessive risks that might threaten the long- term value of the Company. In addition, executive officers of the Company, other than Mr. Greenlee, our Chief Executive Officer, or CEO, receive other benefits typically provided to officers (such as retirement benefits and medical benefits), as further described below in “—Retirement and Other Benefits.”

  23. Base Salary

    | (iii) | changes in competitive pay levels. |

  24. Annual Cash Bonuses under Incentive Programs

    Annual Cash Bonuses under Incentive Programs All executive officers of the Company are eligible to receive annual cash bonuses, which are provided to enable the Company to attract and retain such officers and provide fair compensation taking into account responsibilities and relevant employment markets. Additionally, the Compensation Committee uses annual cash bonuses to reward executive officers for achieving the Company’s financial and non-financial goals. Executive officers of the Company are eligible for an annual cash bonus based on a percentage of their annual base salary that is determined generally based on the person’s responsibilities. In addition, the Compensation Committee may provide an executive officer with a cash bonus for a special assignment or in extraordinary circumstances where warranted. The table below sets forth summary information for 2025 for our Named Executive Officers with regard to the incentive plan or program in which such individual participated, the bonus range, target bonus award and maximum bonus award as a percentage of salary for each such individual, the actual bonus award for each such individual and the actual bonus award as a percentage of salary for each such individual.

  25. 2025 Annual Cash Bonuses under Incentive Programs

    2025 Annual Cash Bonuses under Incentive Programs

  26. 2025 Annual Cash Bonuses under Incentive Programs

    | Name | Name of Plan or Program | Bonus Range as a % of Salary | Target Bonus Award as a % of Salary | Maximum Bonus Award as a % of Salary | Actual Bonus Award ($) | Actual Bonus Award as a % of Salary | | Adam J. Greenlee | Senior Executive | 0% - 125% | 125% | 125% | $1,444,575 | 125% | | (Chief Executive Officer and President) | Performance Plan | | | | | | | Philippe Chevrier(1) | Holdings Executive | 0% - 75% | 75% | 75% | $481,563 | 75% | | (Executive Vice President and Chief Operating Officer) | Officer Program | | | | | | | Frank W. Hogan, III | Holdings Executive | 0% - 75% | 75% | 75% | $487,500 | 75% | | (Executive Vice President, General Counsel and Secretary) | Officer Program | | | | | | | Shawn C. Fabry(2) | Holdings Executive | 0% - 50% | 50% | 50% | $42,395 | 50% | | (Executive Vice President and Chief Financial Officer) | Officer Program | | | | | | | | Holdings | 0% - 60% | 30% | 60% | $89,996 | 25.0% | | | Officer Program | | | | | | | Kimberly I. Ulmer | Holdings Executive | 0% - 75% | 75% | 75% | $450,000 | 75% | | (Senior Vice President and Chief Accounting Officer) | Officer Program | | | | | | | Alexander G. Hutter(3) | Holdings Executive | 0% - 50% | 50% | 50% | $34,688 | 50% | | (Senior Vice President, Strategy and Investor Relations) | Officer Program | | | | | | | | Holdings | 0% - 60% | 30% | 60% | $75,839 | 23.9% | | | Officer Program | | | | | |

  27. 2025 Annual Cash Bonuses under Incentive Programs

    | (1) Mr. Chevrier joined the Company as Executive Vice President and Chief Operating Officer in February 2025. |

  28. 2025 Annual Cash Bonuses under Incentive Programs

    | (2) Effective November 6, 2025, Mr. Fabry was appointed Executive Vice President and Chief Financial Officer of the Company. In connection with such appointment, Mr. Fabry was approved to participate in the Holdings Executive Officer Program (as defined below) for the period November 6, 2025 through December 31, 2025 with respect to his annual cash bonus, with a target and maximum bonus of 50% of his base salary received in such period. For the period January 1, 2025 through November 5, 2025, Mr. Fabry participated in the Holdings Officer Program (as defined below) with respect to his annual cash bonus, with a target bonus of 30% of his base salary received in such period and a maximum bonus of 60% of his base salary received in such period. For 2025, Mr. Fabry received an aggregate annual cash bonus under the Holdings Executive Officer Program and the Holdings Officer Program as described above of 29.8% of his annual base salary in 2025. |

  29. 2025 Annual Cash Bonuses under Incentive Programs

    | (3) Effective November 6, 2025, Mr. Hutter was appointed Senior Vice President, Strategy and Investor Relations of the Company. In connection with such appointment, Mr. Hutter was approved to participate in the Holdings Executive Officer Program for the period November 6, 2025 through December 31, 2025 with respect to his annual cash bonus, with a target and maximum bonus of 50% of his base salary received in such period. For the period January 1, 2025 through November 5, 2025, Mr. Hutter participated in the Holdings Officer Program with respect to his annual cash bonus, with a target bonus of 30% of his base salary received in such period and a maximum bonus of 60% of his base salary received in such period. For 2025, Mr. Hutter received an aggregate annual cash bonus under the Holdings Executive Officer Program and the Holdings Officer Program as described above of 28.6% of his annual base salary in 2025. |

  30. 2025 Annual Cash Bonuses under Incentive Programs

    Annual cash bonuses are paid to Mr. Greenlee under the Company’s Senior Executive Performance Plan, as amended, or the Senior Executive Performance Plan. For 2025, Mr. Greenlee was the only participant in the Senior Executive Performance Plan. Pursuant to the Senior Executive Performance Plan, Mr. Greenlee could be eligible for an annual cash bonus of up to 200% of his annual base salary, with such maximum amount of Mr. Greenlee’s annual target cash bonus being set annually by the Compensation Committee. For 2025, the Compensation Committee evaluated competitive data and approved a maximum annual target cash bonus for Mr. Greenlee of 125% of his annual base salary. In setting the maximum amount of the annual target cash bonus for Mr. Greenlee, the Compensation Committee based its determination on its objective of retaining Mr. Greenlee and providing him with fair overall annual cash compensation taking into account his responsibilities and relevant employment markets. The maximum amount of the annual target cash bonus for Mr. Greenlee was increased by the Compensation Committee from 100% in 2024 to 125% in 2025 based on a review of competitive compensation data by the Compensation Committee in 2024. For 2025, Messrs. Chevrier and Hogan and Ms. Ulmer and, for the period November 6, 2025 through December 31, 2025, Messrs. Fabry and Hutter participated in a bonus program, or the Holdings Executive Officer Program, which was approved by the Compensation Committee and under which annual cash bonuses were calculated on the same basis as under the Senior Executive Performance Plan. Messrs. Fabry and Hutter were approved to participate in the Holdings Executive Officer Program for the period November 6, 2025 through December 31, 2025 in connection with their appointments as Executive Vice President and Chief Financial Officer and Senior Vice President, Strategy and Investor Relations of the Company, respectively, on November 6, 2025. For 2025, the Compensation Committee approved maximum annual target cash bonuses for each of Messrs. Chevrier and Hogan and Ms. Ulmer in an amount of 75% of their respective annual base salaries and, effective November 6, 2025, maximum annual target cash bonuses for each of Messrs. Fabry and Hutter in an amount of 50% of their respective annual base salaries received for the period November 6, 2025 through December 31, 2025. For the period January 1, 2025 through November 5, 2025, Messrs. Fabry and Hutter participated in the Holdings Officer Program, as further described below. Under the Senior Executive Performance Plan and the Holdings Executive Officer Program, at the beginning of each year, the Compensation Committee establishes a performance goal and a performance goal target for the Company for that year. Following such year, the Compensation Committee confirms the extent to which the performance goal target for such year was met. If the performance goal target was met, then the participants under this plan and this program would receive the annual target cash bonus for which he was eligible for that year. If the performance goal target was not met, then the participant would receive a pro rata amount of the annual target cash bonus for which he was eligible for that year. For 2025, the performance goal established by the Compensation Committee under this plan and this program was the 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 (Adjusted EBITDA) of the Company, subject to further adjustment as determined by the Compensation Committee for acquisitions and/or divestitures completed during 2025 and unusual gains and unusual losses, and the performance goal target for the annual target cash bonus was the Adjusted EBITDA level of the Company for 2024 ($881.5 million), with the amount of the annual bonus under this plan and this program calculated based on the following formula: X multiplied by the Company’s Adjusted EBITDA for 2025; with X being equal to a percentage, the numerator of which is the maximum annual target cash bonus for a particular person and the denominator of which is the Company’s Adjusted EBITDA for 2024. The Company’s Adjusted EBITDA for 2025 was 977.8 million, or 110.9% of the Company’s Adjusted EBITDA for 2024. Therefore, each of Messrs. Greenlee, Chevrier and Hogan and Ms. Ulmer was entitled to an annual cash bonus for 2025 equal to 100% of his or her annual target cash bonus for 2025, or 125%, 75%, 75% and 75% of their annual base salaries in 2025, respectively. In addition, each of Messrs. Fabry and Hutter was entitled to a cash bonus for the period November 6, 2025 through December 31, 2025 equal to 100% of his annual target cash bonus for such period, or 50% of their annual base salaries received for such period. For 2026, Mr. Greenlee is the only participant in the Senior Executive Performance Plan. Pursuant to the Senior Executive Performance Plan, Mr. Greenlee could be eligible for an annual cash bonus of up to 200% of his annual base salary, with the maximum amount of Mr. Greenlee’s annual target cash bonus being set annually by the Compensation Committee. For 2026, the Compensation Committee evaluated competitive compensation data and approved a maximum annual target cash bonus for Mr. Greenlee of 125% of his annual base salary. In setting the maximum amount of the annual target cash bonus for Mr. Greenlee, the Compensation Committee bases its determination on its objective of retaining Mr. Greenlee and providing him with fair overall annual cash compensation taking into account his responsibilities and relevant employment markets. For 2026, the Compensation Committee set the performance goal for Mr. Greenlee under the Senior Executive Performance Plan as the Adjusted EBITDA of the Company, subject to further adjustment as determined by the Compensation Committee for acquisitions and/or divestitures completed during 2026 and unusual gains and unusual losses, and the performance goal target for the maximum amount of his annual bonus as the Adjusted EBITDA of the Company in 2025, with the manner for calculating the amount of his annual bonus being the same as in 2025. If the performance goal target is met, then Mr. Greenlee will receive his annual target cash bonus for which he is eligible, or 125% of his annual base salary. If the performance goal target is not met, then Mr. Greenlee will receive a pro rata amount of his annual target cash bonus for which he is eligible. In setting the performance goal under the Senior Executive Performance Plan, the Compensation Committee chose net income before interest, taxes, depreciation and amortization and rationalization charges of the Company because it believes that it is an important and accepted measure of performance of the Company, and the Compensation Committee decided to exclude acquisition termination fees (net of related costs), costs attributable to announced acquisitions, the impact from any foreign currency devaluations and other pension income (expense) for U.S. pension plans from such calculation because such items are generally non-recurring and/or not indicative of the Company’s operating results. For 2026, the Compensation Committee approved an annual cash bonus program for each of Messrs. Chevrier, Hogan, Fabry and Hutter pursuant to which each of them is eligible to receive a maximum annual target cash bonus in an amount of 75%, 75%, 75% and 50%, respectively, of his annual base salary received in 2026, with the amount of such annual cash bonus being calculated on the same basis that an annual cash bonus is calculated for Mr. Greenlee for 2026 under the Senior Executive Performance Plan.

  31. 2025 Annual Cash Bonuses under Incentive Programs

    The Compensation Committee has established annual bonus programs applicable to Messrs. Greenlee, Chevrier, Hogan and Fabry, or the Holdings Executives, that are different from the annual cash bonus programs applicable to the other executive officers of the Company because they assist the Compensation Committee in establishing the annual cash bonus programs for the other executive officers of the Company, including setting financial and non-financial goals under such programs and determining whether goals were met under such programs. The Compensation Committee believes it is important that it receive an unbiased view from members of top management in establishing such programs, and believes that the best way to accomplish this objective is to not have those assessing such programs participate in them so that these individuals have no conflict of interest. Additionally, the objectives of the annual cash bonus programs for Messrs. Greenlee, Chevrier, Hogan, Fabry and Hutter are to retain such individuals and provide them with fair overall annual compensation taking into account relevant employment markets, and such programs are not meant primarily as an award for short-term financial performance. The Compensation Committee believes that it is more advantageous for the Company that Messrs. Greenlee, Chevrier, Hogan, Fabry and Hutter focus more on long-term creation of stockholder value rather than short-term goals. Accordingly, the Compensation Committee establishes a performance goal target with respect to annual bonuses payable to Messrs. Greenlee, Chevrier, Hogan, Fabry and Hutter that, although not certain, should be attainable. For 2026, the Compensation Committee approved an annual cash bonus program for Ms. Ulmer pursuant to the Holdings Officer Program, as further described below, and established that she is eligible to receive an annual target cash bonus in an amount of 50% of her annual base salary received in 2026. For the period January 1, 2025 through November 5, 2025, Messrs. Fabry and Hutter participated in an incentive program for the other officers of the Company located at its corporate office, or the Holdings Officer Program. Annual cash bonuses are paid to participants in the Holdings Officer Program based upon the achievement of a certain financial goal and certain non-financial goals established by the Holdings Executives and reviewed by the Compensation Committee. The Compensation Committee generally believes that a majority of the annual cash bonuses payable under the Holdings Officer Program should be based on a financial goal. The financial goal for the Holdings Officer Program is established at the beginning of the year by the Holdings Executives and reviewed and approved by the Compensation Committee. The remaining portion of annual cash bonuses payable under the Holdings Officer Program is based on non-financial goals established by the Holdings Executives and reviewed by the Compensation Committee. In determining the levels of achievement for the non-financial goals, the Compensation Committee relies upon the subjective evaluation of the Holdings Executives, as well as their own observations and views obtained during the year. Participants in the Holdings Officer Program can receive up to two times their target bonus if financial and non-financial goals are far exceeded. Generally, however, the Compensation Committee is of the view that non-financial goals, by their nature, are extremely hard to attain at a level warranting two times payment of the amount of the target bonus applicable to such non-financial goals, and therefore realistically participants can expect to receive generally between approximately 50% and 150% of the amount of their target bonus applicable to such non-financial goals. Under the Holdings Officer Program, as approved by the Compensation Committee, each of Messrs. Fabry and Hutter was eligible for a target bonus of 30% of his annual salary received for the period January 1, 2025 through November 5, 2025. The Compensation Committee approved 75% of each of Messrs. Fabry’s and Hutter’s target bonus of 30% of his salary received for the period January 1, 2025 through November 5, 2025, or 22.5% of his salary received for the period January 1, 2025 through November 5, 2025, being based upon the achievement of a financial goal by the Company for 2025 and 25% of each of Messrs. Fabry’s and Hutter’s target bonus of 30% of his annual salary, or 7.5% of his salary received for the period January 1, 2025 through November 5, 2025, being based upon the achievement of non-financial goals for 2025. The financial goal for the Company for 2025, as approved by the Compensation Committee, was its 2025 budgeted net 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, other pension income (expense) for U.S. pension plans and acquired intangible asset amortization expense and subject to further adjustment as determined by the Compensation Committee for unusual gains, unusual losses, unusual business impacts and acquisitions and/or divestitures completed during 2025 (Adjusted EBIT). The budgeted Adjusted EBIT for 2025 of the Company was compared to the actual Adjusted EBIT for 2025 of the Company. If the actual Adjusted EBIT of the Company for 2025 was between 96% and 104% of the budgeted Adjusted EBIT of the Company for 2025, then each of Messrs. Fabry and Hutter would have been entitled to 100% of the portion of his bonus payable based upon the achievement of a financial goal (i.e., 22.5% of his salary received for the period January 1, 2025 through November 5, 2025). If the actual Adjusted EBIT of the Company for 2025 was less than 96% (but more than 88%) or greater than 104% (up to 112%) of the budgeted Adjusted EBIT for 2025, then each of Messrs. Fabry’s and Hutter’s bonus would have been adjusted on a pro rata basis on a sliding scale based on the chart below, as follows:

  32. 2025 Annual Cash Bonuses under Incentive Programs

    | Percentage of Financial Goal Achieved | Percentage of Annual Salary to be Paid as a Bonus Based on Achievement of Financial Goal | | 88% | 0% | | 92% | 7.5% | | 96% | 22.5% | | 100% | 22.5% | | 104% | 22.5% | | 112% | 30% |

  33. 2025 Annual Cash Bonuses under Incentive Programs

    The non-financial goals under the Holdings Officer Program for 2025, as approved by the Compensation Committee, consisted of certain corporate initiatives and certain other initiatives for corporate development, finance, tax, legal and investor relations. For the portion of each of Messrs. Fabry’s and Hutter’s bonus payable based upon non-financial goals (i.e., 25% of his target bonus of 30% of his salary received for the period January 1, 2025 through November 5, 2025, or 7.5% of his salary received for the period January 1, 2025 through November 5, 2025), the Holdings Executives determined the percentage (based on 100%) that such non-financial goals were met and recommended such percentage to the Compensation Committee for their approval. The approved percentage is then multiplied by such portion of the target bonus payable based upon non-financial goals and such amount is added to the amount of the bonus payable for the financial goal to determine the total bonus payable for 2025. In 2025, the Company achieved 93.4% of its budgeted Adjusted EBIT, and Messrs. Fabry and Hutter achieved 132% and 117% of his non-financial goals, respectively. Based on the foregoing, the bonus amount payable to Mr. Fabry under the Holdings Officer Program for the period January 1, 2025 through November 5, 2025 based upon the achievement of a financial goal by the Company in 2025 was 15.1% of his salary received for the period January 1, 2025 through November 5, 2025 in accordance with the chart above. The bonus amount payable to Mr. Fabry under the Holdings Officer Program for the period January 1, 2025 through November 5, 2025 based upon the achievement of non-financial goals in 2025 was 9.9% of his salary received for the period January 1, 2025 through November 5, 2025, calculated as follows: 132% x 7.5% = 9.9% Therefore, Mr. Fabry’s bonus under the Holdings Officer Program for the period January 1, 2025 through November 5, 2025 was the sum of the percentage payable for the financial goal and the percentage payable for the non-financial goals, or 25.0% (15.1% plus 9.9%) of his salary received for the period January 1, 2025 through November 5, 2025 (which equates to approximately 83.45% of his target bonus of 30% of his annual salary received for the period January 1, 2025 through November 5, 2025). On a combined basis, for 2025 Mr. Fabry received an aggregate annual cash bonus under the Holdings Executive Officer Program and Holdings Officer Program as described above of 29.8% of his annual base salary in 2025. Based on the foregoing, the bonus amount payable to Mr. Hutter under the Holdings Officer Program for the period January 1, 2025 through November 5, 2025 based upon the achievement of a financial goal by the Company in 2025 was 15.1% of his salary received for the period January 1, 2025 through November 5, 2025 in accordance with the chart above. The bonus amount payable to Mr. Hutter under the Holdings Officer Program for the period January 1, 2025 through November 5, 2025 based upon the achievement of non-financial goals in 2025 was 8.8% of his salary received for the period January 1, 2025 through November 5, 2025, calculated as follows: 117% x 7.5% = 8.8% Therefore, Mr. Hutter’s bonus under the Holdings Officer Program for the period January 1, 2025 through November 5, 2025 was the sum of the percentage payable for the financial goal and the percentage payable for the non-financial goals, or 23.9% (15.1% plus 8.8%) of his salary received for the period January 1, 2025 through November 5, 2025 (which equates to approximately 79.70% of his target bonus of 30% of his annual salary received for the period January 1, 2025 through November 5, 2025). On a combined basis, for 2025 Mr. Hutter received an aggregate annual cash bonus under the Holdings Executive Officer Program and Holdings Officer Program as described above of 28.6% of his annual base salary in 2025. Annual cash bonuses are paid to participants in the incentive programs of the Company’s business operations based upon the achievement of certain financial goals and non-financial goals. Participants in those programs are viewed on a team basis for purposes of annual cash bonuses and establishing financial and non-financial goals. The Compensation Committee generally believes that a majority of the annual cash bonuses payable to managers of the Company’s business operations should be based on a financial goal. The financial goals for the Company’s business operations for a given year are established at the beginning of such year by the Holdings Executives and reviewed by the Compensation Committee. The remaining portion of the annual cash bonuses for the managers of the Company’s business operations is based upon non-financial goals. Such non-financial goals for each of the Company’s business operations for a given year are established at the beginning of the year by the Holdings Executives in conjunction with the managers of such business operations and reviewed by the Compensation Committee. Such non-financial goals are generally items that both the Holdings Executives and the managers of the particular business operation desire additional attention during the year. In determining levels of achievement for non-financial goals, the Compensation Committee relies upon the subjective evaluations of the Holdings Executives, as well as their own observations of the Company’s business operations obtained from the reports given by the managers of such business operations at regular quarterly meetings of the Board of Directors of the Company. Participants in the incentive programs of the Company’s business operations can receive up to two times their target bonus amount if financial and non-financial goals of the applicable business operations are far exceeded. Generally, however, the Compensation Committee is of the view that non-financial goals, by their nature, are extremely hard to attain at a level warranting two times payment of the amount of the target bonus applicable to such non-financial goals, and therefore realistically participants can expect to receive generally between approximately 50% and 150% of the amount of their target bonus applicable to such non-financial goals.

  34. Equity Based Compensation

    Equity Based Compensation The Compensation Committee provides equity based compensation to executive officers of the Company and its subsidiaries through awards that achieve the Compensation Committee’s objectives of attracting and retaining officers and other key employees and aligning their interests with those of the stockholders of the Company. The purpose of the Company’s equity based compensation plans (including the Stock Incentive Plan), or the Plans, is to promote the long-term success of the Company and the creation of stockholder value by (i) encouraging the attraction and retention of directors and officers and other key employees and (ii) linking directors and officers and other key employees of the Company directly to stockholder interests through stock ownership and appreciation. The Compensation Committee is responsible for administering the Plans, including determining recipients of awards, approving awards, setting the terms and conditions of awards, and interpreting and prescribing rules for administering the Plans. The Stock Incentive Plan allows the Compensation Committee to grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards. From 2005 to 2025, the Compensation Committee granted only restricted stock units and performance awards for restricted stock units under the Plans. At this time, the Compensation Committee has determined to grant only restricted stock units and performance awards for restricted stock units because it believes that restricted stock units are more closely linked to ownership of stock as compared to stock options and stock appreciation rights, thereby aligning the interests of award recipients more closely with those of our stockholders. Under the Plans, the Compensation Committee generally granted (i) restricted stock units to newly hired individuals (including from acquisitions) and to individuals who are promoted and (ii) performance awards annually to current officers and other key employees, all as described below. In addition, the Compensation Committee may grant awards under the Plans to officers and other key employees of the Company and its subsidiaries at other times and for other purposes. To attract new officers and other key employees (including from acquisitions), the Compensation Committee will grant restricted stock units to such new individuals, which generally will vest ratably over a five-year period or all at once in a single installment at least one year from the date of grant. The number of restricted stock units that are granted to an individual will be determined by the Compensation Committee generally on the basis of what it believes is necessary to hire and retain such individual, taking into account the salary and bonus offered to such individual and the total nominal value of such restricted stock units. The Compensation Committee may also grant restricted stock units during the course of the year to officers who are promoted, largely on the basis of the nominal value of unvested restricted stock units of such individuals as compared to a targeted multiple of such individual’s new annual base salary. The primary purpose of such equity awards is retention of the individual, and therefore these restricted stock units will generally vest ratably over a five-year period. Typically, the Compensation Committee makes grants to newly hired or promoted individuals on only up to one business day during a fiscal quarter, generally at a regularly scheduled meeting of the Compensation Committee which generally follows the issuance by the Company of its quarterly earnings release. As a result, the general practice of the Compensation Committee is to make grants on up to four dates during each year and, in addition, as applicable, in connection with certain acquisitions. The Compensation Committee does not grant awards under the Plans in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on award grant dates. Additionally, to retain current officers and other key employees, the Compensation Committee annually reviews the nominal value of unvested restricted stock units of such persons. For each officer and other key employee of the Company, the Compensation Committee targets a multiple of such person’s annual base salary (plus, in the case of the CEO, targeted annual bonus) as the level of the nominal value of unvested restricted stock units for each such person. The multiple for each individual is determined on the basis of the individual’s anticipated long-term contribution to the Company. Within the first ninety days of each year, the Compensation Committee will fix and establish performance criteria for that year for potential grants of performance awards of restricted stock units in the following year. The minimum level of performance required to be attained for grants to be made in the following year is set by the Compensation Committee at a level that, although not certain, should be attainable because the primary purpose of these grants is retention. For grants made in 2025, the Compensation Committee established in February 2024 the Company’s Adjusted EBITDA, subject to adjustment as determined by the Compensation Committee for unusual items and acquisitions and divestitures completed in 2024, as the performance criteria and the minimum level of performance by the Company for 2024 as 75% of the Company’s Adjusted EBITDA level in 2023. At the time the performance criteria is set for a particular year, the Compensation Committee approves a maximum number of restricted stock units that may be granted to each individual in the following year if the Company attains the minimum level of performance. Then, following the end of a particular year, if the Company attains the minimum level of performance for that year, the Compensation Committee will review the nominal value of the unvested restricted stock units previously granted to an individual and compare this to the individual’s target multiple of salary (plus, in the case of the CEO, bonus). For 2025, the target multiple for Mr. Greenlee was three times his salary and bonus. For 2025, the target multiple for each of Messrs. Chevrier, Hogan, Fabry and Hutter and Ms. Ulmer was three times such person’s salary. Generally, at its regularly scheduled meeting during the first quarter, the Compensation Committee will then consider performance awards of restricted stock units to individuals whose aggregate nominal value of unvested restricted stock units is less than their target multiple of salary (plus, in the case of the CEO, bonus) so that the total nominal value of unvested restricted stock units approximates their target multiple of salary (plus, in the case of the CEO, bonus). Any such restricted stock units so granted will generally vest ratably over a five-year period. In 2025, Messrs. Greenlee, Chevrier, Hogan, Fabry and Hutter and Ms. Ulmer were granted performance awards for 70,700, 42,000, 16,900, 11,400, 10,500 and 16,900 restricted stock units, respectively, on the basis described in this paragraph, since the Company achieved the minimum level of performance established by the Compensation Committee for such grants.

  35. Equity Based Compensation

    In addition to the performance awards granted annually as described in the paragraph above, the Compensation Committee has granted performance awards for restricted stock units from time to time to Messrs. Greenlee, Chevrier, Hogan, Fabry and Hutter and Ms. Ulmer to supplement their total compensation. These grants generally vest ratably over a period of at least three years from the date of grant or all at once in a single installment at least three years from the date of grant. The primary purpose of these grants is to provide additional long-term compensation to such executive officers to keep them at competitive compensation levels and to do so in a manner that further augments the retention of such executive officers. These grants have been subject to the attainment of performance criteria as established by the Compensation Committee and are forfeitable in the event the Company does not attain such performance criteria. The performance criteria for such grants has generally been the Adjusted EBITDA of the Company for the year of or following such grant, subject to adjustments as determined by the Compensation Committee for unusual items and acquisitions or divestures completed in the applicable year, and the minimum level of performance required for such grant has been 75% of the Company’s prior year Adjusted EBITDA level. In May 2023, on the basis described in this paragraph, Messrs. Greenlee and Hogan and Ms. Ulmer were granted performance awards for 70,000, 10,500 and 25,000 restricted stock units, respectively, which, since the Company attained the applicable performance criteria for these grants, vest ratably over a three year period beginning March 1, 2024. In March 2024, on the basis described in this paragraph, Messrs. Greenlee and Hogan and Ms. Ulmer were granted performance awards for 66,000, 17,000 and 6,500 restricted stock units, respectively, which, since the Company attained the applicable performance criteria for 2024, vest ratably over a three year period from the date of grant. In March 2025, on the basis described in this paragraph, Messrs. Greenlee, Chevrier and Hogan and Ms. Ulmer were granted performance awards for 105,000, 48,000, 8,800 and 9,200 restricted stock units, respectively, which, since the Company attained the applicable performance criteria for 2025, vest ratably over a three year period beginning March 1, 2026. In March 2025, on the basis described in this paragraph, Messrs. Fabry and Hutter were each granted performance awards for 25,000 restricted stock units, which, since the Company attained the applicable performance criteria for 2025, vest all at once on March 1, 2030. The Compensation Committee views all these performance awards as additional compensation for the applicable individual spread evenly over the entire vesting period, rather than being entirely allocated to the year of grant (as required under SEC reporting rules). For example, in the case of Mr. Greenlee, the Compensation Committee views the compensation attributable to the performance award of 70,000 restricted stock units granted to him on May 30, 2023 over the three-year vesting period of such performance award, the compensation attributable to the performance award of 66,000 restricted stock units granted to him on March 1, 2024 over the three-year vesting period of such performance award, and the compensation attributable to the performance award of 105,000 restricted stock units granted to him on March 1, 2025 over the three-year vesting period of such performance award. Therefore, the Compensation Committee allocates the compensation attributable to such awards equally over each year of the applicable vesting period as opposed to all in one year as the Summary Compensation Table requires. Accordingly, the Compensation Committee views the performance award of 70,000 restricted stock units granted to Mr. Greenlee on May 30, 2023 as additional compensation annually of $1,079,750 (using the grant date fair value used in the Summary Compensation Table) for Mr. Greenlee over the three-year vesting period of such performance award, the performance award of 66,000 restricted stock units granted to Mr. Greenlee on March 1, 2024 as additional compensation annually of $965,910 (using the grant date fair value used in the Summary Compensation Table) for Mr. Greenlee over the three-year vesting period of such performance award, and the performance award of 105,000 restricted stock units granted to Mr. Greenlee on March 1, 2025 as additional compensation annually of $1,890,000 (using the grant date fair value used in the Summary Compensation Table) for Mr. Greenlee over the three-year vesting period of such performance award, in each case in contrast to the total amount being recognized all in one year as required in the Summary Compensation Table. Restricted stock units granted under the Plans carry with them the right to receive dividend equivalents in an amount equal to all cash dividends paid on one share of Common Stock of the Company for each restricted stock unit while such restricted stock unit is outstanding and until such restricted stock unit vests. Such dividend equivalents for a restricted stock unit are accrued as dividends and are paid to the individual only upon the vesting of such restricted stock unit. The Compensation Committee added dividend equivalent rights to restricted stock units to further align the interests of officers and other key employees of the Company and its subsidiaries with those of the stockholders of the Company.

  36. Employment Agreements

    Employment Agreements Mr. Greenlee is entitled to a severance benefit, as provided in an employment letter from the Company dated October 1, 2007, if his employment is terminated by the Company without cause, in an amount equal to the sum of (i) his then current annual salary plus (ii) his annual bonus, calculated at the then current maximum bonus amount payable to him as previously approved by the Compensation Committee. Mr. Chevrier is entitled to a severance benefit, as provided in an officer agreement with the Company, dated February 3, 2025, if his employment is terminated by the Company without cause, in an amount equal to the sum of (i) his then current annual salary plus (ii) his annual bonus, calculated at the then current target bonus amount payable to him as previously approved by the Compensation Committee. Mr. Fabry is entitled to a severance benefit, as provided in an officer agreement with the Company, dated August 1, 2023, if his employment is terminated by the Company without cause, in an amount equal to the sum of (i) his then current annual salary plus (ii) his annual bonus, calculated at the then current target bonus amount payable to him as previously approved by the Compensation Committee. Mr. Hutter is entitled to a severance benefit, as provided in an officer agreement with the Company, dated November 6, 2025, if his employment is terminated by the Company without cause, in an amount equal to his then current annual salary.

  37. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation for the fiscal years ended December 31, 2025, 2024 and 2023 paid to or earned by our Named Executive Officers, consisting of those individuals who served as Chief Executive Officer or Chief Financial Officer of the Company during 2025 and the three most highly compensated executive officers of the Company for 2025 (other than those who served as CEO or CFO during 2025).

  38. Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($)(3) | | Adam J. Greenlee (Chief Executive Officer and President) | 2025 2024 2023 | $1,155,660 $1,122,000 $1,100,000 | $0 $0 $0 | $9,487,800 $4,864,674 $3,239,250 | $0 $0 $0 | $1,444,575 $1,122,000 $550,000 | $0 $0 $0 | $141,199 $101,673 $77,455 | $12,229,234 $7,210,347 $4,966,705 | | Philippe Chevrier(7) (Executive Vice President and Chief Operating Officer) | 2025 | $642,083 | $0 | $4,860,000 | $0 | $481,563 | $0 | $1,025,224 | $7,008,870 | | Frank W. Hogan, III (Executive Vice President, General Counsel and Secretary) | 2025 2024 2023 | $650,000 $612,000 $600,000 | $0 $100,000 $0 | $1,387,800 $1,378,617 $786,675 | $0 $0 $0 | $487,500 $459,000 $225,000 | $180,967 $110,246 $143,201 | $81,041 $63,971 $105,973 | $2,787,308 $2,723,834 $1,860,849 | | Shawn C. Fabry(8) (Executive Vice President and Chief Financial Officer) | 2025 | $444,271 | $0 | $1,965,600 | $0 | $132,391 | $0 | $624,369 | $3,166,631 | | Kimberly I. Ulmer(8) (Senior Vice President and Chief Accounting Officer and former Chief Financial Officer) | 2025 2024 2023 | $600,000 $525,000 $455,817 | $0 $0 $45,000 | $1,409,400 $957,129 $1,272,563 | $0 $0 | $450,000 $268,748 $0 | $99,804 $41,717 $69,216 | $143,205 $94,114 $33,743 | $2,702,409 $1,886,708 $1,876,339 | | Alexander G. Hutter(9) (Senior Vice President, Strategy and Investor Relations) | 2025 | $386,563 | $0 | $1,917,000 | $0 | $110,527 | $0 | $15,034 | $2,429,124 |

  39. Summary Compensation Table

    | (1) Bonuses for such years were paid under applicable incentive programs of the Company and are included in column (g), except as described in the following two sentences. For 2024, the Compensation Committee awarded Mr. Hogan an additional discretionary cash bonus in recognition of his extraordinary contributions to the Company in 2024, including with respect to the Company’s acquisition of Weener Plastics Holding B.V., or Weener Packaging, in 2024, which amount is included in column (d). For 2023, the Compensation Committee awarded Ms. Ulmer a discretionary cash bonus in recognition of her contributions to the Company in 2023, which amount is included in column (d). |

  40. Summary Compensation Table

    | (2) The amounts in column (e) reflect the grant date fair value of restricted stock units (representing the right to receive shares of Common Stock upon vesting) granted during the applicable year pursuant to and under the Plans. The grant date fair value of such restricted stock units for any individual was calculated by multiplying the average of the high and low sales prices of a share of our Common Stock on the grant date of such restricted stock units for any individual by the number of restricted stock units granted to such individual on such grant date in accordance with FASB ASC Topic 718. |

  41. Summary Compensation Table

    | (3) The amounts in column (e) consist of amounts attributable to (i) performance awards of restricted stock units granted annually for retention purposes that vest ratably over the applicable vesting period which is generally five years and (ii) performance awards of restricted stock units, or Supplemental Stock Awards, which are granted to certain officers of the Company and its subsidiaries to supplement their total |

  42. Summary Compensation Table

    | compensation and which vest either ratably over a three year period from the date of grant or all at once in a single installment at least three years from the date of grant, in each case if the applicable performance criteria is attained. The amounts in columns (e) and (j) for each of 2025, 2024 and 2023 for Messrs. Greenlee and Hogan and Ms. Ulmer and for 2025 for Messrs. Chevrier, Fabry and Hutter include the full amounts attributable to a Supplemental Stock Award granted to each of them in such years. Such Supplemental Stock Awards are made to certain officers of the Company and its subsidiaries to supplement their total compensation to keep them at competitive compensation levels and in a manner that further augments their retention, and the Compensation Committee views these Supplemental Stock Awards as additional compensation for the applicable individual spread evenly over the entire vesting period. For example, in the case of Mr. Greenlee, the Compensation Committee views the compensation attributable to the Supplemental Stock Award of 105,000 restricted stock units granted to him on March 1, 2025 over the three-year vesting period, since this Supplemental Stock Award vests ratably over a three year period starting March 1, 2026. Accordingly, the Compensation Committee views such Supplemental Stock Award as additional compensation annually of $1,890,000 (using the grant date fair value used in the Summary Compensation Table) for Mr. Greenlee over such three-year vesting period, in contrast to the total compensation attributable to such Supplemental Stock Award of $5,670,000 being included only in 2025 as reflected in columns (e) and (j). On the same basis as described above, the Compensation Committee had allocated the compensation attributable to the Supplemental Stock Award of 66,000 restricted stock units granted to Mr. Greenlee on March 1, 2024 over the three-year vesting period, since this Supplemental Stock Award vests ratably over a three year period starting March 1, 2025. Accordingly, the Compensation Committee views such Supplemental Stock Award as additional compensation annually of $965,910 (using the grant date fair value used in the Summary Compensation Table) for Mr. Greenlee over such three-year vesting period, in contrast to the total compensation attributable to such Supplemental Stock Award of $2,897,730 being included only in 2024 as reflected in columns (e) and (j). On the same basis as described above, the Compensation Committee had allocated the compensation attributable to the Supplemental Stock Award of 70,000 restricted stock units granted to him on May 30, 2023 over the three-year vesting period, since this Supplemental Stock Award vests ratably over a three year period starting March 1, 2024. Accordingly, the Compensation Committee views such Supplemental Stock Award as additional compensation annually of $1,079,750 (using the grant date fair value used in the Summary Compensation Table) for Mr. Greenlee over such three-year vesting period, in contrast to the total compensation attributable to such Supplemental Stock Award of $3,239,250 being included only in 2023 as reflected in columns (e) and (j). For further information on such Supplemental Stock Awards, you should read the section in this Proxy Statement titled “Executive Compensation—Total Compensation with Supplemental Stock Awards Allocated Over Vesting Period,” and for further information on equity based compensation provided by the Company, you should read the section in this Proxy Statement titled “Executive Compensation—Compensation Discussion and Analysis—Equity Based Compensation.” |

  43. Summary Compensation Table

    | (4) The amounts in column (g) consist of annual cash bonuses earned in such year and paid in the following year under applicable incentive programs of the Company. For 2025, the annual cash bonus for Mr. Greenlee was paid pursuant to the Senior Executive Performance Plan, and the annual cash bonuses for Messrs. Chevrier and Hogan and Ms. Ulmer were paid pursuant to the Holdings Executive Officer Program. The annual cash bonuses for Messrs. Fabry and Hutter for 2025 were paid pursuant to the Holdings Officer Program for the period January 1, 2025 through November 5, 2025 and pursuant to the Holdings Executive Officer Program for the period November 6, 2025 through December 31, 2025. An explanation as to how annual cash bonuses were calculated under such plan and programs is set forth in the section of this Proxy Statement titled “Executive Compensation—Compensation Discussion and Analysis—Annual Cash Bonuses under Incentive Programs.” |

  44. Summary Compensation Table

    | (5) The amounts in column (h) represent the actuarial increase in the present value of the Named Executive Officer’s benefits under the applicable pension plan. The Company does not provide above-market or preferential earnings on amounts of any Named Executive Officer under any non-qualified plan. |

  45. Summary Compensation Table

    | (6) In the case of Mr. Greenlee, the amounts in column (i) consist of payments to him of $138,577 in 2025, $99,051 in 2024 and $74,833 in 2023 for dividend equivalents in respect of restricted stock units that vested |

  46. Summary Compensation Table

    | in such years and the dollar value of group term life insurance premiums paid on his behalf in the amount of $2,622 for each of 2025, 2024 and 2023. In the case of Mr. Chevrier, the amount in column (i) consists of payments to him in the aggregate amount of $1,023,476 for 2025 for relocation benefits and reimbursement of relocation expenses and the dollar value of group term life insurance premiums paid on his behalf in the amount of $1,748 in 2025. In the case of Mr. Hogan, the amounts in column (i) include contributions by the Company for him in the amount of $25,770 for 2025, $14,760 for 2024 and $56,907 for 2023 to the grantor trust for the Silgan Containers Supplemental Plan and in the amount of $10,500 for 2025, $10,350 for 2024 and $9,900 for 2023 to the grantor trust for the Silgan Containers 401(k) Plan. In addition, the amounts in column (i) for Mr. Hogan also include payments to him of $30,674 in 2025, $31,986 in 2024 and $32,434 in 2023 for dividend equivalents in respect of restricted stock units that vested in such years and the dollar value of group term life insurance premiums paid on his behalf in the amount of $14,097 for 2025, $6,875 for 2024 and $6,732 for 2023. In the case of Mr. Fabry, the amount in column (i) includes contributions by the Company for him in the amount of $9,077 for 2025 to the grantor trust for the Silgan Containers Supplemental Plan and in the amount of $21,000 for 2025 to the grantor trust for the Silgan Containers 401(k) Plan. In addition, the amount in column (i) for Mr. Fabry also includes payments to him of $6,850 in 2025 for dividend equivalents in respect of restricted stock units that vested in such year and of the aggregate amount of $586,327 for 2025 for relocation benefits and reimbursement of relocation expenses and the dollar value of group term life insurance premiums paid on his behalf in the amount of $1,115 for 2025. In the case of Ms. Ulmer, the amounts in column (i) include contributions by the Company for her in the amount of $104,387 for 2025, $67,379 for 2024 and $13,189 for 2023 to the grantor trust for the Silgan Containers Supplemental Plan and in the amount of $10,500 for 2025, $6,600 for 2024 and $6,296 for 2023 to the grantor trust for the Silgan Containers 401(k) Plan. In addition, the amounts in column (i) for Ms. Ulmer also include payments to her of $23,932 in 2025, $16,327 in 2024 and $11,103 in 2023 for dividend equivalents in respect of restricted stock units that vested in such year and the dollar value of group term life insurance premiums paid on her behalf in the amount of $4,386 for 2025, $3,808 for 2024 and $3,155 for 2023. In the case of Mr. Hutter, the amount in column (i) includes contributions by the Company for him in the amount of $8,750 for 2025 to the grantor trust for the Silgan Containers 401(k) Plan. In addition, the amount in column (i) for Mr. Hutter also includes a payment to him of $5,646 in 2025 for dividend equivalents in respect of restricted stock units that vested in such year and the dollar value of group term life insurance premiums paid on his behalf in the amount of $638 for 2025. |

  47. Summary Compensation Table

    | (7) Mr. Chevrier joined the Company as Executive Vice President and Chief Operating Officer in February 2025. |

  48. Summary Compensation Table

    | (8) On November 4, 2025, the Board of Directors of the Company appointed Mr. Fabry as Executive Vice President and Chief Financial Officer of the Company, effective November 6, 2025, succeeding Ms. Ulmer as Chief Financial Officer of the Company. In 2025, Ms. Ulmer served as Chief Financial Officer of the Company from January 1, 2025 through November 5, 2025 and was appointed Chief Accounting Officer of the Company, effective November 6, 2025. Since Mr. Fabry was appointed Chief Financial Officer of the Company on November 6, 2025 and was therefore a Named Executive Officer for the first time in 2025, compensation information for him for 2024 and 2023 is not required to be presented. |

  49. Summary Compensation Table

    | (9) On November 4, 2025, the Board of Directors of the Company appointed Mr. Hutter as Senior Vice President, Strategy and Investor Relations of the Company, effective November 6, 2025. Since Mr. Hutter was determined to be a Named Executive Officer for the first time in 2025, compensation information for him for 2024 and 2023 is not required to be presented. |

  50. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table provides information concerning each grant of an award made to our Named Executive Officers in the fiscal year ended December 31, 2025 under any plan. All awards under non-equity incentive plans were paid under the incentive plans or programs described in the section of this Proxy Statement titled “Executive Compensation— Compensation Discussion and Analysis—Annual Cash Bonuses under Incentive Programs.” All equity awards were made under the Stock Incentive Plan and were all performance based awards that were granted consistent with the Compensation Committee’s practices for equity based compensation as described in the section of this Proxy Statement titled “Executive Compensation—Compensation Discussion and Analysis—Equity Based Compensation.”

  51. Grants of Plan Based Awards

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | | Grant Date | Date of Action of Compensation Committee, if Different from Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Adam J. Greenlee | — | — | — | $1,444,575 | $1,444,575 | — | — | — | — | — | — | — | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 70,700(3) | — | — | $3,817,800 | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 105,000(4) | — | — | $5,670,000 | | Philippe Chevrier | — | — | — | $481,563 | $481,563 | — | — | — | — | — | — | — | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 42,000(3) | — | — | $2,268,000 | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 48,000(5) | — | — | $2,592,000 | | Frank W. Hogan | — | — | — | $487,500 | $487,500 | — | — | — | — | — | — | — | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 16,900(3) | — | — | $912,600 | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 8,800(6) | — | — | $475,200 | | Shawn C. Fabry | — | — | — | $150,240 | $258,084 | — | — | — | — | — | — | — | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 11,400(3) | — | — | $615,600 | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 25,000(7) | — | — | $1,350,000 | | Kimberly I. Ulmer | — | — | — | $450,000 | $450,000 | — | — | — | — | — | — | — | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 16,900(3) | — | — | $912,600 | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 9,200(8) | — | — | $496,800 | | Alexander G. Hutter | — | — | — | $129,844 | $225,000 | — | — | — | — | — | — | — | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 10,500(3) | — | — | $567,000 | | | 03/01/2025 | 02/26/2025 | — | — | — | — | — | — | 25,000(9) | — | — | $1,350,000 |

  52. Grants of Plan Based Awards

    | (1) The amounts in columns (e) and (f) represent the target cash bonus award and the maximum cash bonus award, respectively, for each individual under the applicable incentive plan or program in which such individual participated for 2025, which plans and programs are described in the section of this Proxy Statement titled “Compensation Discussion and Analysis—Annual Cash Bonuses under Incentive Programs.” There is no threshold bonus award under these plans and programs. Actual cash bonuses paid under non-equity incentive plans for 2025 are included in column (g) (Non-Equity Incentive Plan Compensation) of the Summary Compensation Table included in this Proxy Statement. The cash bonus for 2025 for Mr. Fabry was paid pursuant to the Holdings Officer Program for the period January 1, 2025 through November 5, 2025 (with a target cash bonus award of $107,844 and a maximum cash bonus award of $215,688 thereunder for Mr. Fabry for such period) and pursuant to the Holdings Executive Officer Program for the period November 6, 2025 through December 31, 2025 (with a target cash bonus award and maximum cash bonus award of $42,396 thereunder for Mr. Fabry for such period). The cash bonus for 2025 for Mr. Hutter was paid pursuant to the Holdings Officer Program for the period January 1, 2025 through November 5, 2025 (with a target cash bonus award of $95,156 and a maximum cash bonus award of $190,312 thereunder for Mr. Hutter for such period) and pursuant to the Holdings Executive Officer Program for the period November 6, 2025 through December 31, 2025 (with a target cash bonus award and maximum cash bonus award of $34,688 thereunder for Mr. Hutter for such period). Information as to how annual cash bonuses were calculated under the applicable plans and programs for 2025 for the Named Executive Officers is set forth in the section of this Proxy Statement titled “Executive Compensation—Compensation Discussion and Analysis—Annual Cash Bonuses under Incentive Programs.” |

  53. Grants of Plan Based Awards

    | (2) The grant date fair value in column (m) is calculated by multiplying the average of the high and low sales prices for a share of our Common Stock on the applicable grant date by the number of restricted stock units granted in accordance with FASB ASC Topic 718. No stock options were granted to any employees, including any Named Executive Officers, in 2025. |

  54. Grants of Plan Based Awards

    | (3) These awards are awards of restricted stock units that vest ratably over a five year period beginning on March 1, 2026. |

  55. Grants of Plan Based Awards

    | (4) On February 26, 2025, the Compensation Committee approved a performance award for 105,000 restricted stock units for Mr. Greenlee, which performance award was subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. The Company attained such performance criteria for 2025, and such restricted stock units will vest ratably over a three year period beginning on March 1, 2026. |

  56. Grants of Plan Based Awards

    | (5) On February 26, 2025, the Compensation Committee approved a performance award for 48,000 restricted stock units for Mr. Chevrier, which performance award was subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. The Company attained such performance criteria for 2025, and such restricted stock units will vest ratably over a three year period beginning on March 1, 2026. |

  57. Grants of Plan Based Awards

    | (6) On February 26, 2025, the Compensation Committee approved a performance award for 8,800 restricted stock units for Mr. Hogan, which performance award was subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. The Company attained such performance criteria for 2025, and such restricted stock units will vest ratably over a three year period beginning on March 1, 2026. |

  58. Grants of Plan Based Awards

    | (7) On February 26, 2025, the Compensation Committee approved a performance award for 25,000 restricted stock units for Mr. Fabry, which performance award was subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. The Company attained such performance criteria for 2025, and such restricted stock units will vest all at once on March 1, 2030. |

  59. Grants of Plan Based Awards

    | (8) On February 26, 2025, the Compensation Committee approved a performance award for 9,200 restricted stock units for Ms. Ulmer, which performance award was subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. The Company attained such performance criteria for 2025, and such restricted stock units will vest ratably over a three year period beginning on March 1, 2026. |

  60. Grants of Plan Based Awards

    | (9) On February 26, 2025, the Compensation Committee approved a performance award for 25,000 restricted stock units for Mr. Hutter, which performance award was subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. The Company attained such performance criteria for 2025, and such restricted stock units will vest all at once on March 1, 2030. |

  61. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning stock (in the form of restricted stock units) that has not yet vested for each Named Executive Officer outstanding as of December 31, 2025. No stock options were outstanding for any employee, including any Named Executive Officer, as of December 31, 2025.

  62. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Adam J. Greenlee | — | — | — | — | — | 1,360(2) | $54,903 | — | — | | | — | — | — | — | — | 26,520(3) | $1,070,612 | — | — | | | — | — | — | — | — | 10,040(4) | $405,315 | — | — | | | — | — | — | — | — | 23,333(2) | $941,953 | — | — | | | — | — | — | — | — | 35,840(5) | $1,446,861 | — | — | | | — | — | — | — | — | 44,000(6) | $1,776,280 | — | — | | | — | — | — | — | — | 70,700(7) | $2,854,159 | — | — | | | — | — | — | — | — | — | — | 105,000(8) | $4,238,850 | | Philippe Chevrier | — | — | — | — | — | 42,000(9) | $1,695,540 | — | — | | | — | — | — | — | — | — | — | 48,000(10) | $1,937,760 | | Frank W. Hogan, III | — | — | — | — | — | 1,000(2) | $40,370 | — | — | | | — | — | — | — | — | 2,840(11) | $114,651 | — | — | | | — | — | — | — | — | 3,500(2) | $141,295 | — | — | | | — | — | — | — | — | 3,900(12) | $157,443 | — | — | | | — | — | — | — | — | 11,520(13) | $465,062 | — | — | | | — | — | — | — | — | 11,333(14) | $457,513 | — | — | | | — | — | — | — | — | 16,900(15) | $682,253 | — | — | | | — | — | — | — | — | — | — | 8,800(16) | $355,256 | | Shawn C. Fabry | — | — | — | — | — | 800(2) | $32,296 | — | — | | | — | — | — | — | — | 1,880(17) | $75,896 | — | — | | | — | — | — | — | — | 2,160(18) | $87,199 | — | — | | | — | — | — | — | — | 7,360(19) | $297,123 | — | — | | | — | — | — | — | — | 11,400(20) | $460,218 | — | — | | | — | — | — | — | — | — | — | 25,000(21) | $1,009,250 | | Kimberly I. Ulmer | — | — | — | — | — | 500(2) | $20,185 | — | — | | | — | — | — | — | — | 2,200(22) | $88,814 | — | — | | | — | — | — | — | — | 8,333(2) | $336,403 | — | — | | | — | — | — | — | — | 1,500(23) | $60,555 | — | — | | | — | — | — | — | — | 4,333(24) | $174,923 | — | — | | | — | — | — | — | — | 12,240(25) | $494,129 | — | — | | | — | — | — | — | — | 16,900(26) | $682,253 | — | — | | | — | — | — | — | — | — | — | 9,200(27) | $371,404 | | Alexander G. Hutter | — | — | — | — | — | 400(28) | $16,148 | — | — | | | — | — | — | — | — | 1,320(29) | $53,288 | — | — | | | — | — | — | — | — | 780(30) | $31,489 | — | — | | | — | — | — | — | — | 4,400(31) | $177,628 | — | — | | | — | — | — | — | — | 10,500(32) | $423,885 | — | — | | | — | — | — | — | — | — | — | 25,000(21) | $1,009,250 |

  63. Outstanding Equity Awards at Fiscal Year-End

    | (1) The amount in column (h) is determined based on a price per share of $40.37, the closing sales price for a share of our Common Stock on the last business day of 2025 (December 31, 2025) as quoted by the NYSE. |

  64. Outstanding Equity Awards at Fiscal Year-End

    | (2) These restricted stock units vest on March 1, 2026. |

  65. Outstanding Equity Awards at Fiscal Year-End

    | (3) These restricted stock units vest as follows: 13,260 on March 1, 2026; and 13,260 on March 1, 2027. |

  66. Outstanding Equity Awards at Fiscal Year-End

    | (4) These restricted stock units vest as follows: 5,020 on March 1, 2026; and 5,020 on March 1, 2027. |

  67. Outstanding Equity Awards at Fiscal Year-End

    | (5) These restricted stock units vest as follows: 8,960 on March 1, 2026; 8,960 on March 1, 2027; 8,960 on March 1, 2028; and 8,960 on March 1, 2029. |

  68. Outstanding Equity Awards at Fiscal Year-End

    | (6) These restricted stock units vest as follows: 22,000 on March 1, 2026; and 22,000 on March 1, 2027. |

  69. Outstanding Equity Awards at Fiscal Year-End

    | (7) These restricted stock units vest as follows: 14,140 on March 1, 2026; 14,140 on March 1, 2027; 14,140 on March 1, 2028; 14,140 on March 1, 2029; and 14,140 on March 1, 2030. |

  70. Outstanding Equity Awards at Fiscal Year-End

    | (8) These restricted stock units vest ratably in three installments over a three year period as follows: 35,000 on March 1, 2026; 35,000 on March 1, 2027; and 35,000 on March 1, 2028. These restricted stock units were subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. In 2026, it was determined that the Company attained such performance criteria for 2025, and accordingly such restricted stock units will vest as described above. |

  71. Outstanding Equity Awards at Fiscal Year-End

    | (9) These restricted stock units vest as follows: 8,400 on March 1, 2026; 8,400 on March 1, 2027; 8,400 on March 1, 2028; 8,400 on March 1, 2029; and 8,400 on March 1, 2030. |

  72. Outstanding Equity Awards at Fiscal Year-End

    | (10) These restricted stock units vest ratably in three installments over a three year period as follows: 16,000 on March 1, 2026; 16,000 on March 1, 2027; and 16,000 on March 1, 2028. These restricted stock units were subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. In 2026, it was determined that the Company attained such performance criteria for 2025, and accordingly such restricted stock units will vest as described above. |

  73. Outstanding Equity Awards at Fiscal Year-End

    | (11) These restricted stock units vest as follows: 1,420 on March 1, 2026; and 1,420 on March 1, 2027. |

  74. Outstanding Equity Awards at Fiscal Year-End

    | (12) These restricted stock units vest as follows: 1,300 on March 1, 2026; 1,300 on March 1, 2027; and 1,300 on March 1, 2028. |

  75. Outstanding Equity Awards at Fiscal Year-End

    | (13) These restricted stock units vest as follows: 2,880 on March 1, 2026; 2,880 on March 1, 2027; 2,880 on March 1, 2028; and 2,880 on March 1, 2029. |

  76. Outstanding Equity Awards at Fiscal Year-End

    | (14) These restricted stock units vest as follows: 5,666 on March 1, 2026; and 5,667 on March 1, 2027. |

  77. Outstanding Equity Awards at Fiscal Year-End

    | (15) These restricted stock units vest as follows: 3,380 on March 1, 2026; 3,380 on March 1, 2027; 3,380 on March 1, 2028; 3,380 on March 1, 2029; and 3,380 on March 1, 2030. |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (16) These restricted stock units vest ratably in three installments over a three year period as follows: 2,933 on March 1, 2026; 2,934 on March 1, 2027; and 2,933 on March 1, 2028. These restricted stock units were subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. In 2026, it was determined that the Company attained such performance criteria for 2025, and accordingly such restricted stock units will vest as described above. |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (17) These restricted stock units vest as follows: 940 on March 1, 2026; and 940 on March 1, 2027. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (18) These restricted stock units vest as follows: 720 on March 1, 2026; 720 on March 1, 2027; and 720 on March 1, 2028. |

  81. Outstanding Equity Awards at Fiscal Year-End

    | (19) These restricted stock units vest as follows: 1,840 on March 1, 2026; 1,840 on March 1, 2027; 1,840 on March 1, 2028; and 1,840 on March 1, 2029. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (20) These restricted stock units vest as follows: 2,280 on March 1, 2026; 2,280 on March 1, 2027; 2,280 on March 1, 2028; 2,280 on March 1, 2029; and 2,280 on March 1, 2030. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (21) These restricted stock units vest all at once on March 1, 2030. These restricted stock units were subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. In 2026, it was determined that the Company attained such performance criteria for 2025, and accordingly such restricted stock units will vest as described above. |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (22) These restricted stock units vest as follows: 1,100 on March 1, 2026; and 1,100 on March 1, 2027. |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (23) These restricted stock units vest as follows: 500 on March 1, 2026; 500 on March 1, 2027; and 500 on March 1, 2028. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (24) These restricted stock units vest as follows: 2,166 on March 1, 2026; and 2,167 on March 1, 2027. |

  87. Outstanding Equity Awards at Fiscal Year-End

    | (25) These restricted stock units vest as follows: 3,060 on March 1, 2026; 3,060 on March 1, 2027; 3,060 on March 1, 2028; and 3,060 on March 1, 2029. |

  88. Outstanding Equity Awards at Fiscal Year-End

    | (26) These restricted stock units vest as follows: 3,380 on March 1, 2026; 3,380 on March 1, 2027; 3,380 on March 1, 2028; 3,380 on March 1, 2029; and 3,380 on March 1, 2030. |

  89. Outstanding Equity Awards at Fiscal Year-End

    | (27) These restricted stock units vest ratably in three installments over a three year period as follows: 3,067 on March 1, 2026; 3,066 on March 1, 2027; and 3,067 on March 1, 2028. These restricted stock units were subject to the attainment by the Company of certain performance criteria for 2025 established by the Compensation Committee and would have been forfeited in the event that the Company did not attain such performance criteria for 2025. In 2026, it was determined that the Company attained such performance criteria for 2025, and accordingly such restricted stock units will vest as described above. |

  90. Outstanding Equity Awards at Fiscal Year-End

    | (28) These restricted stock units vest as follows: 200 on March 1, 2026; and 200 on March 1, 2027. |

  91. Outstanding Equity Awards at Fiscal Year-End

    | (29) These restricted stock units vest as follows: 440 on March 1, 2026; 440 on March 1, 2027; and 440 on March 1, 2028. |

  92. Outstanding Equity Awards at Fiscal Year-End

    | (30) These restricted stock units vest as follows: 260 on March 1, 2026; 260 on March 1, 2027; and 260 on March 1, 2028. |

  93. Outstanding Equity Awards at Fiscal Year-End

    | (31) These restricted stock units vest as follows: 1,100 on March 1, 2026; 1,100 on March 1, 2027; 1,100 on March 1, 2028; and 1,100 on March 1, 2029. |

  94. Outstanding Equity Awards at Fiscal Year-End

    | (32) These restricted stock units vest as follows: 2,100 on March 1, 2026; 2,100 on March 1, 2027; 2,100 on March 1, 2028; 2,100 on March 1, 2029; and 2,100 on March 1, 2030. |

  95. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning each exercise of stock options and each vesting of restricted stock units during the fiscal year ended December 31, 2025 for each of our Named Executive Officers on an aggregated basis.

  96. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | (a) | (b) | (c) | (d) | (e) | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(1) | | Adam J. Greenlee | — | — | 92,481 | $4,993,974 | | Philippe Chevrier | — | — | — | — | | Frank W. Hogan, III | — | — | 20,740 | $1,119,960 | | Shawn C. Fabry | — | — | 4,420 | $238,680 | | Kimberly I. Ulmer | — | — | 17,181 | $927,774 | | Alexander G. Hutter | — | — | 3,100 | $167,400 |

  97. Option Exercises and Stock Vested

    | (1) The value realized represents the fair market value of the shares of our Common Stock issuable on the date of vesting. The fair market value was calculated based upon the average of the high and low sales prices for a share of our Common Stock as quoted by the NYSE on the applicable vesting date. |

  98. Pension Benefits

    Pension Benefits The following table shows the present value of accumulated benefits payable to each of our Named Executive Officers, including the number of years of service credited to each such Named Executive Officer, under the Silgan Containers Pension Plan. The basic terms of this plan are generally described below. Each of Messrs. Greenlee, Chevrier, Fabry and Hutter does not participate in and is not eligible to participate in any pension plan of the Company or any of its subsidiaries.

  99. Pension Benefits

    | (a) | (b) | (c) | (d) | (e) | | Name | Plan Name | Number of Years Credited Service(#) | Present Value of Accumulated Benefit($)(1) | Payments During Last Fiscal Year($) | | Adam J. Greenlee | — | — | — | — | | Philippe Chevrier | — | — | — | — | | Frank W. Hogan, III | Silgan Containers Pension Plan for Salaried Employees | 29 | $1,220,072 | $0 | | Shawn C. Fabry | — | — | — | — | | Kimberly I. Ulmer | Silgan Containers Pension Plan for Salaried Employees | 21 | $598,070 | $0 | | Alexander G. Hutter | — | — | — | — |

  100. Pension Benefits

    | (1) The present value of accumulated benefits under the pension plan listed above was calculated as of December 31, 2025 using the following assumptions: |

  101. Pension Benefits

    | (i) benefit commencement is the later of normal retirement age (age 65) or current age; |

  102. Pension Benefits

    | (ii) form of payment as a single life annuity; |

  103. Pension Benefits

    | (iii) | a discount rate of 5.63% at December 31, 2025 and 5.84% at December 31, 2024; |

  104. Pension Benefits

    | (iv) post-retirement mortality determined using the Mercer Industry Longevity Experience Study annuitant mortality for Auto, Industrial Goods and Transportation with white collar adjustment for 12/31/2025 and no collar adjustment at 12/31/2024 and with the Mercer Modified 2021 generational improvements; and |

  105. Pension Benefits

    | (v) benefit values calculated without pre-retirement death, termination or disability decrements. |

  106. Pension Benefits

    Benefits under the Silgan Containers Pension Plan are based on the participant’s average rate of base pay (or salary) over the final three years of employment, with increases to a participant’s rate of base pay following January 1, 2007 (or the first January 1 the participant earned base pay, if later) capped at 3% per year for purposes of the Silgan Containers Pension Plan. The amount of average base pay taken into account for any year is limited by Section 401(a)(17) of the Code, which imposes a cap of $350,000 (to be indexed for inflation) on compensation taken into account for 2025. Benefits under the Silgan Containers Pension Plan are not subject to any deduction for social security or other offset amounts. The Silgan Containers Pension Plan was amended in 2006 to provide that salaried employees hired after 2006 are no longer eligible to participate in the Silgan Containers Pension Plan.

  107. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table provides information with respect to each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax qualified for each of our Named Executive Officers. Messrs. Hogan and Fabry and Ms. Ulmer currently participate in the Silgan Containers Supplemental Plan. Mr. Hutter is eligible to participate in the Silgan Containers Supplemental Plan. Each of Messrs. Greenlee and Chevrier does not participate in any non-qualified deferred compensation plan of the Company or any of its subsidiaries. You should read the section of this Proxy Statement titled “Executive Compensation—Compensation Discussion and Analysis—Retirement and Other Benefits” above for further information regarding these plans.

  108. Non-Qualified Deferred Compensation

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in Last Fiscal Year($)(1) | Registrant Contributions in Last Fiscal Year($)(2) | Aggregate Earnings in Last Fiscal Year($)(3) | Aggregate Withdrawals/ Distributions($) | Aggregate Balance at Last Fiscal Year End($)(4) | | Adam J. Greenlee | — | — | — | — | — | | Philippe Chevrier | — | — | — | — | — | | Frank W. Hogan, III | $51,540 | $25,770 | $514,567 | $0 | $3,962,577 | | Shawn C. Fabry | $11,287 | $9,077 | $25,866 | $0 | $184,810 | | Kimberly I. Ulmer | $31,125 | $104,387 | $62,412 | $0 | $579,041 | | Alexander G. Hutter | — | — | — | — | — |

  109. Non-Qualified Deferred Compensation

    | (1) The amount in column (b) for each of Messrs. Hogan and Fabry and Ms. Ulmer represents contributions by each of them in 2025 to the Silgan Containers Supplemental Plan. These amounts are included in column (c) “Salary” for Messrs. Hogan and Fabry and Ms. Ulmer, respectively, in the Summary Compensation Table. |

  110. Non-Qualified Deferred Compensation

    | (2) The amount in column (c) for each of Messrs. Hogan and Fabry and Ms. Ulmer represents contributions for 2025 by the Company to the Silgan Containers Supplemental Plan. These amounts are included in column (i) “All Other Compensation” for Messrs. Hogan and Fabry and Ms. Ulmer, respectively, in the Summary Compensation Table. |

  111. Non-Qualified Deferred Compensation

    | (3) The amount in column (d) for each of Messrs. Hogan and Fabry and Ms. Ulmer consists of the appreciation and earnings on his or her account under the Silgan Containers Supplemental Plan. Since this amount does not constitute above-market earnings, none of these amounts are included in the Summary Compensation Table. |

  112. Non-Qualified Deferred Compensation

    | (4) The amount in column (f) for Mr. Hogan includes an aggregate of $941,273 which had been previously reported as applicable as compensation in our Summary Compensation Tables for 2007, 2009 and since 2011. The amount in column (f) for Ms. Ulmer includes an aggregate of $102,655 which had been previously reported as applicable as compensation in our Summary Compensation Table since 2023. Since 2025 is the first year that Mr. Fabry is a Named Executive Officer, the amount in column (f) has not been included in the Summary Compensation Table for prior years. |

  113. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  114. Potential Payments Upon Termination

    Potential Payments Upon Termination In the event that a Named Executive Officer’s employment is terminated for any reason, such person is entitled to receive amounts earned through the date of termination, including salary, amounts contributed under the applicable 401(k) plan (including, to the extent applicable, any vested contributions made by the Company or a subsidiary of the Company), unused vacation pay and, in the case of Mr. Hogan and Ms. Ulmer, accrued and vested benefits under and pursuant to the Silgan Containers Pension Plan and, in the case of Messrs. Hogan, Fabry and Hutter and Ms. Ulmer, accrued and vested benefits under and pursuant to the Silgan Containers Supplemental Plan. Upon termination of employment for any reason, all restricted stock units of a Named Executive Officer that are unvested are forfeited except as described in the section below titled “Potential Payments Upon Change of Control.” In addition, if such termination is not voluntary, such person is entitled to receive a pro rata amount of his bonus for the year in which such person is terminated. In addition to the foregoing, each of our Named Executive Officers is entitled to the following in the event that his or her employment is terminated without cause:

  115. Potential Payments Upon Termination

    | • | Mr. Greenlee is entitled to a lump sum severance benefit equal to his then current annual salary plus his annual bonus (calculated at then current maximum amount payable as previously approved by the Compensation Committee). |

  116. Potential Payments Upon Termination

    | • | Each of Messrs. Chevrier and Fabry is entitled to a lump sum severance benefit equal to his then current annual salary plus his annual bonus (calculated at then current target amount payable as previously approved by the Compensation Committee). |

  117. Potential Payments Upon Termination

    | • | Each of Messrs. Hogan and Hutter and Ms. Ulmer is entitled to a lump sum severance benefit equal to his or her then current annual salary. |

  118. Potential Payments Upon Termination

    The following table sets forth the potential payments to each Named Executive Officer if such officer had been terminated without cause on December 31, 2025.

  119. Potential Payments Upon Termination

    | (a) | (b) | | Name | Severance Payment($)(1) | | Adam J. Greenlee | $2,600,235 | | Philippe Chevrier | $1,251,250 | | Frank W. Hogan, III | $650,000 | | Shawn C. Fabry | $825,000 | | Kimberly I. Ulmer | $600,000 | | Alexander G. Hutter | $450,000 |

  120. Potential Payments Upon Termination

    | (1) The amounts in column (b) consist of base salary at each person’s annual salary rate at the end of 2025 plus in the case of Mr. Greenlee a bonus for 2025 at the maximum amount payable to him and in the case of each of Messrs. Chevrier and Fabry a bonus for 2025 at the target amount payable to him, all as described above. |

  121. Potential Payments Upon Change of Control

    Potential Payments Upon Change of Control The Company does not have any agreement or other arrangement with any of our Named Executive Officers in the event of a change of control involving the Company, other than in respect of outstanding restricted stock units granted under the Plans. For restricted stock units granted under the Plans, upon a change of control all such restricted stock units shall only become vested if the acquiring or surviving corporation does not assume such restricted stock units. If the acquiring company assumes such restricted stock units and the employment of a holder of any such assumed restricted stock unit, including a Named Executive Officer, is terminated without cause within 24 months of such change of control, then all such assumed restricted stock units of such holder shall become immediately vested. Notwithstanding the foregoing, the Plans provide that the applicable award agreement shall govern the treatment of an award upon a change of control, which may differ from the foregoing, and any such provision for a change of control shall be in a manner consistent with the provisions of Section 409A of the Code. Based upon a price per share of $40.37 (the closing sales price of a share of our Common Stock on December 31, 2025, the last business day of 2025 as quoted by the NYSE) and the number of restricted stock units held by our Named Executive Officers that were unvested as of December 31, 2025 (information concerning such unvested restricted stock units is provided in the Outstanding Equity Awards at Fiscal Year-End Table), we estimate the value related to the immediate vesting of these unvested restricted stock units held by each of our Named Executive Officers upon a change of control involving the Company (assuming the acquiring or surviving corporation does not assume the outstanding restricted stock units under the Plans) to be as follows:

  122. Potential Payments Upon Change of Control

    | (a) | (b) | | Name | Value Related to Immediate Vesting of Unvested Restricted Stock Units($)(1) | | Adam J. Greenlee | $12,788,933 | | Philippe Chevrier | $3,633,300 | | Frank W. Hogan, III | $2,413,843 | | Shawn C. Fabry | $1,961,982 | | Kimberly I. Ulmer | $2,228,666 | | Alexander G. Hutter | $1,711,688 |

  123. Potential Payments Upon Change of Control

    | (1) As of December 31, 2025, there were no outstanding stock options held by any of our employees, including any of our Named Executive Officers. |

  124. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the median of the annual total compensation of all of our employees to the annual total compensation of Mr. Adam J. Greenlee, our CEO and President. For 2025, our last completed fiscal year:

  125. CEO Pay Ratio

    | • | the median of the annual total compensation of all of our employees, not including our CEO, was $46,693; and |

  126. CEO Pay Ratio

    | • | the annual total compensation of our CEO, calculated as described above in the Summary Compensation Table, was $12,229,234. |

  127. CEO Pay Ratio

    Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees was estimated to be 262 to 1. The following calculation, which is not required under the SEC’s rules and is not a substitute for the presentation of the ratio above that is required under the SEC’s rules, provides the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees using the total compensation of our CEO in 2025 that reflects the Compensation Committee’s view on the compensation attributable to Supplemental Stock Awards, which spreads such compensation attributable to such Supplemental Stock Awards evenly over the entire vesting period of such Supplemental Stock Awards instead of all in the year of grant. For further information on such Supplemental Stock Awards, you should read the section in this Proxy Statement titled “Executive Compensation—Total Compensation with Supplemental Stock Awards Allocated Over Vesting Period.” For 2025, the annual total compensation of our CEO, reflecting the compensation attributable to the Supplemental Stock Awards granted to him spread evenly over the entire vesting period of such Supplemental Stock Awards, was $10,843,983, and the ratio of such annual total compensation of our CEO to the median of the annual total compensation of all of our employees was estimated to be 232 to 1. Our previous median-compensated employee for 2023 and 2024 in our proxy statements for our annual meetings of stockholders in 2024 and 2025 was identified on December 31, 2023. For 2025, we determined to identify a new median-compensated employee for our proxy statement for our annual meeting of stockholders in 2026. The annual total compensation for 2025 of our new median-compensated employee was lower than the annual total compensation for 2024 of our previous median-compensated employee as a result of (i) the closing of several plants in the United States during 2024 and 2025 in connection with a cost reduction initiative announced in late 2023 and (ii) the inclusion for 2025 of employees of Weener Packaging which we acquired in late 2024, most of whom are located outside of the United States and many of whom earn lower compensation as compared to our employees in the United States. We applied the following methodology and made the following material assumptions, adjustments and estimates, all as permitted by the SEC rules, to identify our median-compensated employee:

  128. CEO Pay Ratio

    | • | we collected for all of our employees worldwide total compensation reflected in our payroll records as reported to the various taxing authorities, generally consisting of salary, wages, overtime, bonus and other taxable compensation, as our consistently applied compensation measure; |

  129. CEO Pay Ratio

    | • | we selected December 31, 2025 as the date on which we would identify the median-compensated employee; |

  130. CEO Pay Ratio

    | • | all compensation that was given in a currency other than U.S. dollars was converted into U.S. dollars using the average exchange rate for 2025 for each such currency; |

  131. CEO Pay Ratio

    | • | we did not exclude any employees and we did not use any statistical sampling techniques; and |

  132. CEO Pay Ratio

    | • | we did not make any cost-of-living adjustments. |

  133. CEO Pay Ratio

    Once we identified our median-compensated employee, we calculated such employee’s annual total compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which are the same requirements used to calculate the annual total compensation of our CEO as reported in the Summary Compensation Table included elsewhere in this Proxy Statement. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and based on the methodology, assumptions, adjustments and estimates described above, which were chosen from a wide range of permissible methodologies, assumptions, adjustments and estimates. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies, assumptions, adjustments and estimates and which may have a significantly different work force structure than ours, are likely not comparable to our CEO pay ratio.

  134. Pay vs. Performance

    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 Named Executive Officers, or NEOs, as set forth in our Summary Compensation Table, and average compensation actually paid to our Non-PEO NEOs calculated as prescribed by SEC rules, each for the years 2025, 2024, 2023, 2022 and 2021; and (ii) provide total shareholder return values for the Company and its peer group for the period beginning January 1, 2021 through December 31, 2025 and the net income and Adjusted EBITDA of the Company for 2025, 2024, 2023, 2022 and 2021. On July 1, 2021, the Board of Directors of the Company elected and appointed Adam J. Greenlee as CEO of the Company, effective September 1, 2021, succeeding Anthony J. Allott in such position. Mr. Allott was our CEO from March 2006 through August 2021. Therefore, information for each of Mr. Allott and Mr. Greenlee are included in the table and charts below during the time periods for which they served as our CEO.

  135. Pay vs. Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | (a) | (b)(1) | (b)(1) | (c)(1)(2) | (c)(1)(3) | (d)(4) | (e)(4)(5) | (f)(6) | (g)(7) | (h)(8) | (i)(9) | | Year | Summary Compensation Table Total for First PEO (Allott) | Summary Compensation Table Total for Second PEO (Greenlee) | Compensation Actually Paid to First PEO (Allott) | Compensation Actually Paid to Second PEO (Greenlee) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers | Company Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (Dollars in thousands) | Adjusted EBITDA (Dollars in thousands) | | 2025 | N/A | $12,229,234 | N/A | $8,366,815 | $3,618,868 | $2,816,652 | $117.37 | $99.86 | $288,403 | $977,800 | | 2024 | N/A | $7,210,347 | N/A | $8,846,516 | $2,452,459 | $2,895,257 | $148.77 | $112.83 | $276,378 | $881,459 | | 2023 | N/A | $4,966,705 | N/A | $4,152,625 | $1,875,725 | $1,538,882 | $127.36 | $98.16 | $325,965 | $870,694 | | 2022 | N/A | $7,902,867 | N/A | $9,811,477 | $2,261,771 | $2,994,427 | $143.63 | $91.21 | $340,848 | $964,034 | | 2021 | $6,242,894 | $2,931,122 | $8,314,969 | $3,705,740 | $1,660,604 | $2,284,104 | $117.07 | $110.96 | $359,081 | $846,441 |

  136. Pay vs. Performance

    | (1) The Company’s PEO for 2025, 2024, 2023 and 2022 was Adam J. Greenlee. 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 Anthony J. Allott in such position. Therefore, in 2021 Mr. Allott was the Company’s PEO until September 1, 2021 and Mr. Greenlee was the Company’s PEO since September 1, 2021. |

  137. Pay vs. Performance

    | (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. |

  138. Pay vs. Performance

    | (3) To determine the compensation actually paid to Mr. Greenlee for 2025, Mr. Greenlee’s total compensation for 2025 in the Summary Compensation Table was reduced by $9,487,800 for equity awards and then $5,625,381 was added back for equity awards, including for equity awards granted in previous years. To determine the compensation actually paid to Mr. Greenlee for 2024, Mr. Greenlee’s total compensation for 2024 in the Summary Compensation Table was reduced by $4,864,674 for equity awards and then $6,500,843 was added back for equity awards, including for equity awards granted in previous years. 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. |

  139. Pay vs. Performance

    | (4) The Company’s Non-PEO NEOs for 2025 were Philippe Chevrier, Frank W. Hogan, III, Shawn C. Fabry, Kimberly I. Ulmer and Alexander G. Hutter. The Company’s Non-PEO NEOs for 2024 were Robert B. Lewis, Frank W. Hogan, III, Kimberly I. Ulmer and Thomas J. Snyder. The Company’s Non-PEO NEOs for 2023 were Robert B. Lewis, Frank W. Hogan, III, Kimberly I. Ulmer, Jay A. Martin and Thomas J. Snyder. The Company’s Non-PEO NEOs for 2022 and 2021 were Robert B. Lewis, Frank W. Hogan, III, Jay A. Martin and Thomas J. Snyder. |

  140. Pay vs. Performance

    | (5) To determine the average compensation actually paid to the Company’s Non-PEO NEOs for 2025, the Company’s Non-PEO NEOs’ average total compensation for 2025 in the Summary Compensation Table was reduced by $2,307,960 for equity awards and $56,154 for pension benefits and then $1,550,885 was added back for equity awards, including for equity awards granted in previous years, and $11,013 was added back for pension benefits. To determine the average compensation actually paid to the Company’s Non-PEO NEOs for 2024, the Company’s Non-PEO NEOs’ average total compensation for 2024 in the Summary Compensation Table was reduced by $1,269,952 for equity awards and $55,703 for pension benefits and then $1,745,559 was added back for equity awards, including for equity awards granted in previous years, and $22,894 was added back for pension benefits. To determine the average compensation actually paid to the Company’s Non-PEO NEOs for 2023, the Company’s Non-PEO NEOs’ average total compensation for 2023 in the Summary Compensation Table was reduced by $956,967 for equity awards and $70,328 for pension benefits and then $673,725 was added back for equity awards, including for equity awards granted in previous years, and $16,726 was added back for pension benefits. To determine the average compensation actually paid to the Company’s Non-PEO NEOs for 2022, the Company’s Non-PEO NEOs’ average total compensation for 2022 in the Summary Compensation Table was reduced by $1,181,325 for equity awards and $0 for pension benefits and then $1,894,706 was added back for equity awards, including for equity awards granted in previous years, and $19,275 was added back for pension benefits. To determine the average compensation actually paid to the Company’s Non-PEO NEOs for 2021, the Company’s Non-PEO NEOs’ average total compensation for 2021 in the Summary Compensation Table was reduced by $701,347 for equity awards and $12,814 for pension benefits and then $1,317,304 was added back for equity awards, including for equity awards granted in previous years, and $20,357 was added back for pension benefits. The amounts reported for the average compensation actually paid to Company’s Non-PEO NEOs for 2021 through 2024 have been adjusted slightly from amounts previously disclosed to reflect an average of the pension benefits subtracted from the Company’s Non-PEO NEO’s average total compensation for such years in the Summary Compensation Table and an average of the pension benefits added back thereto, rather than in both cases subtracting and adding the aggregate amount of such pension benefits. This has resulted in an increase of the Company’s Non-PEO NEO’s average compensation actually paid in 2024 and 2023 by $98,426 and $214,405, respectively, and a decrease of the Company’s Non-PEO NEO’s average compensation actually paid in 2022 and 2021 by $57,825 and $22,628, respectively. |

  141. Pay vs. Performance

    | (6) The Company Total Shareholder Return amounts assume an initial investment of $100 on January 1, 2021 and that all dividends are reinvested. |

  142. Pay vs. Performance

    | (7) The Peer Group Total Shareholder Return amounts assume an initial investment of $100 on January 1, 2021 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, Crown Holdings Inc., Graphic Packaging Holding Company, International Paper Company, Packaging Corporation of America, Sealed Air Corporation, Silgan Holdings Inc., Smurfit WestRock plc and Sonoco Products Company. The Dow Jones US Containers & Packaging Index is weighted on the basis of market capitalization. |

  143. Pay vs. Performance

    | (8) The net income of the Company in 2025 and 2024 included $52.1 million and $51.1 million of higher rationalization charges, respectively, as compared to 2023. |

  144. Pay vs. Performance

    | (9) 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 |

  145. Pay vs. Performance

    | 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 and 2021, Adjusted EBITDA was calculated in the same manner as it was for 2025, 2024 and 2023 except that other pension income from U.S. pension plans of $47.5 million and $53.5 million in such years, respectively, was included in and not excluded from Adjusted EBITDA in such years. |

  146. Pay vs. Performance

    Relationship between Compensation Paid and Performance Measures The charts below show the relationship between the Compensation Actually Paid ( calculated as prescribed by SEC rules) to the PEO and the Average Compensation Actually Paid (calculated as prescribed by SEC rules) to the Non-PEO NEOs in 2021, 2022, 2023, 2024 and 2025 to each of (1) total shareholder return, or TSR, for the Company and the Peer Group for such years, (2) the net income of the Company for such years and (3) the Adjusted EBITDA of the Company for such years.

  147. Pay vs. Performance

    | (1) Adjusted EBITDA for 2022 and 2021 includes other pension income from U.S. pension plans of $47.5 million and $53.5 million, respectively. For 2023, the Company modified its Adjusted EBITDA for all purposes, including in its publicly reported financial information, to exclude other pension income (expense) from U.S. pension plans. This was a result of the Company transitioning its investment strategy for its U.S. pension plans (which were overfunded by approximately 129 percent at December 31, 2022) to a liability driven investment strategy, and therefore other pension income (expense) for the Company’s U.S. pension plans is not reflective of the Company’s operating performance. Accordingly, the Company’s Adjusted EBITDA for 2025, 2024 and 2023 no longer includes other pension income (expense) for its U.S. pension plans. |

  148. Pay vs. Performance

    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, 2025:

  149. Pay vs. Performance

    | Financial Performance Measures | | Adjusted EBITDA(1) | | Adjusted EBIT(2) | | Adjusted Earnings Per Diluted Share(3) |

  150. Pay vs. Performance

    | (1) Adjusted EBITDA for 2025 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. |

  151. Pay vs. Performance

    | (2) Adjusted EBIT for 2025 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. |

  152. Pay vs. Performance

    | (3) Adjusted Earnings Per Diluted Share for 2025 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, rationalization charges and costs attributable to announced acquisitions. |