DEF 14A of Crown Holdings, Inc., Mar 23, 2026

DEF 14A of Crown Holdings, Inc.

Filed Mar 23, 2026 · FY20250002039852-26-000055

Open on EDGAR

  1. Proposal 1 - Election of Directors

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

  2. Proposal 1 - Election of Directors

    | | | Director | | Committee Memberships | | | | | Name and Primary Occupation | Age | Since | Independent | A | C | E | NCG | | Timothy J. Donahue Chairman, President and Chief Executive Officer of the Company | 63 | 2015 | No | | | ✓ | | | Michael P. Doss Former President and Chief Executive Officer of Graphic Packaging Corporation | 59 | 2026 | Yes | ✓ | | | | | Richard H. Fearon Former Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation | 69 | 2019 | Yes | | ✓ | | ✓ | | Andrea J. Funk Executive Vice President and Chief Financial Officer of EnerSys | 56 | 2017 | Yes | ✓ | ✓ | | | | Stephen J. Hagge Former President and Chief Executive Officer of AptarGroup | 74 | 2019 | Yes | | ✓ | ✓ | Chair | | B. Craig Owens Former Chief Financial Officer and Chief Administrative Officer of Campbell Soup Company | 71 | 2019 | Yes | Chair | | ✓ | ✓ | | Angela M. Snyder Former President of Fulton Financial Corporation and Fulton Bank | 61 | 2022 | Yes | ✓ | ✓ | | | | Caesar F. Sweitzer Former Senior Advisor and Managing Director of Citigroup Global Markets | 75 | 2014 | Yes | ✓ | | ✓ | ✓ | | Marsha C. Williams Former Senior Vice President and Chief Financial Officer of Orbitz Worldwide | 74 | 2022 | Yes | | Chair | ✓ | | | Dwayne A. Wilson Former Senior Vice President of Fluor Corporation | 67 | 2020 | Yes | ✓ | ✓ | | |

  3. Proposal 1 - Election of Directors

    A: Audit Committee C: Compensation Committee E: Executive Committee NCG: Nominating and Corporate Governance Committee (1) Two additional Directors were appointed in 2022 pursuant to an agreement with a Shareholder and resigned in November 2023. The Board elected Mr. Timothy Donahue as its Chairman following the 2022 Annual Meeting. The Board elected Mr. Stephen Hagge as its Independent Lead Director in February 2025. See the section below titled “Corporate Governance: Board Leadership and Risk Oversight” for a summary of the duties of our Independent Lead Director.

  4. Proposal 1 - Election of Directors

    | Director Tenure | | | | Less than 6 years | 6 – 10 years | More than 10 years | | | | |

  5. Proposal 1 - Election of Directors

    The Company has had an active Board refreshment program. We have added six new Directors in the last six years(1).

  6. Proposal 1 - Election of Directors

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

  7. Proposal 1 - Election of Directors

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

  8. Proposal 3 – Advisory Vote to Approve Executive Compensation

    | Name and Position | Year | Salary | Grant Date Projected Value of Unvested Restricted Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value | All Other Compensation | Total Compensation | | Timothy Donahue President and Chief Executive Officer | 2025 | $1,450,000 | $8,627,475 | $4,205,000 | $3,158,490 | $60,398 | $17,501,363 | | | 2024 | 1,425,000 | 7,979,960 | 4,132,500 | 0 | 80,690 | 13,618,150 | | | 2023 | 1,370,000 | 7,671,945 | 2,820,488 | 0 | 65,790 | 11,928,223 |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Proxy Holders shall vote the shares with respect to the nominees listed below, all of whom are now Directors of the Company, to serve as Directors for the ensuing year or until their successors shall be elected. None of the persons named as a nominee for Director has indicated that he or she will be unable or will decline to serve. In the event that any of the nominees are unable or decline to serve, which the Nominating and Corporate Governance Committee of the Board of Directors does not believe will happen, the Proxy Holders will vote with respect to the remaining nominees and others who may be nominated by the Board of Directors. The Articles of Incorporation and By-Laws of the Company provide for a Board of Directors consisting of between 7 and 15 Directors, as determined by the Board of Directors. The Board of Directors has fixed the number of Directors at 10. It is intended that the Proxies will be voted for the election of the 10 nominees named below as Directors, and no more than 10 will be nominated by the Board. If all 10 Director nominees are elected, 9 of the Directors, representing 90% of the Board, will be “independent” as defined in the NYSE listing standards. The Board is committed to regular review of its composition to ensure that the Board continues to have the right mix of skills, background and tenure. Four of the Company’s independent Directors nominated for re-election have joined the Board in the last six years as a result of a Board refreshment process during the period where Director candidates were identified through Board, Shareholder and third-party search firm input.(1) Our ongoing Board refreshment strategy has further strengthened and diversified the skills and experiences of the Board. The Board believes that the collective combination of backgrounds, skills and experiences of its members has produced a Board that is well-equipped to exercise oversight responsibilities for the Company’s Shareholders and to help guide the Company to achieve its long-term strategic objectives. Under the Company’s Corporate Governance Guidelines, no Director will commence a term of Board service if the Director is over 75 years old unless the Board determines that an additional term of Board service would be in the best interests of the Company. The names of this year’s nominees and information concerning them and their associations as of March 10, 2026, as furnished by the nominees, follow. The principal occupations and the directorships stated include the nominees’ occupations and directorships with any U.S. publicly traded companies or registered investment companies during the last five years.

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table lists 2025 Director compensation for all independent Directors who received compensation as Directors in 2025. Compensation for Mr. Donahue, the Company’s Chief Executive Officer, is reported in the Summary Compensation Table included in the Executive Compensation section below. Mr. Donahue does not earn additional compensation for his service as Director or for his service as Chairman.

  11. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Richard Fearon | $125,000 | $160,000 | $285,000 | | Andrea Funk | 125,000 | 160,000 | 285,000 | | Stephen Hagge | 156,250 | 160,000 | 316,250 | | James Miller (3) | 66,250 | 80,000 | 146,250 | | B. Craig Owens | 130,000 | 160,000 | 290,000 | | Angela Snyder | 125,000 | 160,000 | 285,000 | | Caesar Sweitzer | 125,000 | 160,000 | 285,000 | | Marsha Williams | 117,500 | 160,000 | 277,500 | | Dwayne Wilson (4) | 120,000 | 160,000 | 280,000 |

  12. DIRECTOR COMPENSATION

    | (1) Each Director may defer receipt of all, or any part, of his or her cash compensation until termination of service as a Director. At the election of the Director, deferred cash compensation amounts are paid in either a lump sum or quarterly installments over a period of either 5 or 10 years and are credited with interest at the prime rate until distributed. | | (2) The annual grant of Company Common Stock for 2025 consisted of $160,000 of Company Common Stock under the 2022 Stock-Based Incentive Compensation Plan and was paid on a quarterly basis. The number of shares paid each quarter is determined based on the average of the closing market price of the Company’s Common Stock on each of the second through sixth business days following the date on which the Company publicly released its quarterly results. Each Director may defer receipt of all, or any part, of his or her annual stock grant until termination of service as a Director. At the election of the Director, deferred stock compensation amounts are paid in cash in either a lump sum or quarterly installments over a period of either 5 or 10 years and are credited in cash with dividends when paid. Mr. Wilson deferred $160,000 in stock awards in 2025. | | (3) Mr. Miller retired as a Director of the Company in May 2025. | | (4) Mr. Wilson elected to defer 100% of the stock award payable for 2025 and such shares were credited to his Deferred Stock Account. Dividends are credited to his Deferred Stock Account on the applicable date that such dividends are paid. |

  13. DIRECTOR COMPENSATION

    The Board periodically receives benchmarking data regarding director compensation from Pay Governance LLC, an executive compensation consulting firm, and uses the 50th percentile of its peer group’s target total cash compensation and target total direct compensation as a market check in determining director compensation. For 2026, Directors who are not employees of the Company will receive annual cash base fees, grants of Company Common Stock and cash committee fees in the amounts set forth as follows.

  14. DIRECTOR COMPENSATION

    | Cash Base Fee | $105,000 | | Equity Grant | 165,000 | | Supplemental Cash Committee Fees: | | | • Audit Committee - Chair | 25,000 | | • Audit Committee - Other Members | 15,000 | | • Compensation Committee and Nominating and Corporate Governance Committee - Chair | 20,000 | | • Compensation Committee and Nominating and Corporate Governance Committee - Other Members | 10,000 | | Independent Lead Director Fee | 40,000 |

  15. DIRECTOR COMPENSATION

    Directors do not receive any additional fees for their service on the Executive Committee. There are no Board or committee meeting attendance fees. Directors are reimbursed by the Company for travel and related expenses they incur in connection with their service on the Board and its committees. Under the Company’s Corporate Governance Guidelines, after five years of service on the Board, independent Directors are expected to own Company Common Stock having a market value of at least five times the cash base annual Director’s fee. As of March 10, 2026, each independent Director with more than five years of service on the Board satisfies this requirement. Non-employee Directors may participate in the Company’s Deferred Compensation Plan for Directors which permits Directors to defer receipt of all, or any part, of their cash Director fees and/or stock awards. Deferred amounts are recorded in a notional bookkeeping account for the benefit of each Director that participates in the plan. Cash deferred fees accrue interest quarterly at the prime interest rate as reported in The Wall Street Journal. Stock deferrals are credited with dividends when paid. When a Director ceases to be a member of the Board, the Director’s account will be paid in cash in either a lump sum or quarterly installments over five or ten years as elected by the Director. The right of any Director to receive payments under the plan is an unsecured claim against the general assets of the Company.

  16. COMPENSATION DISCUSSION AND ANALYSIS

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

  17. COMPENSATION DISCUSSION AND ANALYSIS

    | o | Over the last ten years, aggregate performance share vestings have ranged from 0% of target to 165% of target in accordance with the outcome of the relevant objective metrics, with the average annual aggregate payout over the period at 107%. |

  18. COMPENSATION DISCUSSION AND ANALYSIS

    | o | For 2025, based on the Company’s over-performance on the MOCF and economic profit components of the annual incentive bonus, corporate-level NEOs (including the CEO) received bonuses that were 100% above target. |

  19. COMPENSATION DISCUSSION AND ANALYSIS

    | o | The Company’s corporate-level NEOs received annual incentive bonuses for 2024 that were 100% above target and for 2023 that were 52.5% above target. |

  20. COMPENSATION DISCUSSION AND ANALYSIS

    The Company views these outcomes as demonstrative of the Company’s “pay-for-performance” philosophy. Role of the Compensation Committee. The Committee currently comprises five Directors, all of whom are independent under the NYSE listing standards. During 2025, the Committee members were Andrea Funk, Stephen Hagge, James Miller(2), Angela Snyder, Marsha Williams and Dwayne Wilson. The Committee has responsibility for succession planning and for determining and implementing the Company’s philosophy with respect to executive compensation. To implement this philosophy, the Committee oversees the establishment and administration of the Company’s executive compensation program. The Committee operates under a written charter adopted by the Board of Directors. A copy of this charter is available on the Company’s website at www.crowncork.com/investors/governance/compensation-committee-charter. (1) A reconciliation of reportable Segment Income to Income before Income Taxes can be found on page 86 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2) Mr. Miller retired in 2025 and left the Committee on February 26, 2025. Compensation Philosophy and Objectives. The Committee maintains a “pay-for-performance” philosophy toward executive compensation. One of the guiding principles of this “pay-for-performance” philosophy is that the executive compensation program should enable the Company to attract, retain and motivate a team of highly qualified executives who will create long-term value for Shareholders. To achieve this objective, the Committee has developed an executive compensation program that is ownership-oriented and that rewards the attainment of specific annual and long-term goals that will result in improvement in shareholder value. To that end, the Committee believes that the executive compensation program should include both cash and equity-based compensation that rewards specific performance by the Company. In addition, the Committee continually monitors the effectiveness of the program to ensure that the compensation provided to executives remains competitive relative to the compensation paid to executives in a peer group comprising select companies in the container and packaging industry and other manufacturing companies. The Committee annually evaluates the components of the compensation program as well as the desired mix of compensation among these components. The Committee believes that a substantial portion of the direct compensation paid to the Company’s NEOs should be at risk, contingent on the Company’s operating and stock market performance. Consistent with this philosophy, the Committee will continue to place significant emphasis on stock-based and performance-based compensation in an effort to more closely align compensation with shareholder interests and increase executives’ focus on the Company’s long-term performance. Accordingly, the annual incentive bonus is determined by operating metrics that drive long-term growth and shareholder value, and approximately two-thirds of the value of the restricted stock granted in 2025 under the Company’s long-term incentive plan is tied to performance of the Company’s TSR versus that of a published index of industry peers and return on invested capital versus the Company’s projected three-year average of return on invested capital. Stock Ownership Guidelines and Share Retention Policy. Consistent with the Committee’s stock ownership-oriented compensation philosophy and its focus on long-term performance, the Company maintains stock ownership guidelines under which our NEOs are expected to own Company Common Stock with a minimum value equal to a multiple of base salary, as set forth in the following table.

  21. COMPENSATION DISCUSSION AND ANALYSIS

    Until the ownership requirement is satisfied, an NEO is required to retain 50% of the after-tax number of shares of any Common Stock received as the result of an option exercise, vesting of restricted shares or issuance of deferred shares. All the NEOs employed by the Company at year-end either owned more than the minimum level of Common Stock or were otherwise in compliance with the stock ownership guidelines. Stock Holding Period. Under the Company’s Corporate Governance Guidelines, an NEO is required to retain 50% of the after-tax number of shares of Common Stock received as the result of a restriction lapse for a period of two years. Prohibition of Hedging and Pledging. Under the Company’s Corporate Governance Guidelines, the Company’s Directors, Officers and other insiders may not engage in any form of hedging or pledging transactions with respect to Company securities. Committee Process. The Committee meets as often as necessary to perform its duties and responsibilities. During 2025, the Committee met three times. The Committee usually meets with the CEO and, when appropriate, with other Company Officers and outside advisors. In addition, the Committee periodically meets in executive session without management present. Setting of Meeting Agenda. The Committee’s meeting agenda is normally established by the Committee Chair in consultation with the CEO and the Chief Human Resources Officer. Committee members receive and review materials in advance of each meeting. Depending on the meeting’s agenda, such materials may include: financial reports regarding the Company’s performance, reports on achievement of corporate objectives, reports detailing executives’ stock ownership and stock awards and information regarding the compensation programs and compensation levels of certain peer group companies. Use of Tally Sheets. The Committee reviews tally sheets when setting annual compensation for the NEOs. These tally sheets allow the Committee to review each NEO’s compensation on an aggregate basis and to see how a change in any one component affects each NEO’s total compensation. For 2025, the Committee used the tally sheet information to review total compensation, the current mix of compensation (e.g., cash versus equity), issues of internal pay equity, total value of Company stock held by each NEO, payouts under certain potential termination scenarios, the aggregate value of retirement benefits and interest rate sensitivity of retirement benefits. Retention of Compensation Consultants. The Committee’s charter authorizes the Committee, in its sole discretion, to retain, oversee and terminate consultants to assist it in the evaluation of compensation for the NEOs. The Committee has sole authority to approve the fees and other retention terms of any such consultants. Role of Executive Officers in Compensation Decisions. The Committee makes all decisions regarding the CEO’s compensation. Decisions regarding the compensation of other NEOs are made by the Committee in consultation with, and upon the recommendation of, the CEO. In this regard, the CEO provides the Committee with evaluations of business goals and objectives and executive performance and recommendations regarding salary levels, equity grants and other incentive awards. Executive Compensation Consultant. Pursuant to its authority under its charter to retain compensation consultants, the Committee engaged Pay Governance LLC (“Pay Governance”), an executive compensation consulting firm, to act as its independent advisor with respect to 2025 compensation decisions. Consultant Independence. All services provided by Pay Governance to the Committee are conducted under the direction and authority of the Committee, and all work performed by Pay Governance must be pre-approved by the Committee. Pay Governance does not provide any other services to the Company, and neither Pay Governance nor the individuals affiliated with Pay Governance who provide services to the Company own any shares of the Company’s Common Stock. There are no personal or business relationships between the Pay Governance consultants and any executive of the Company. In addition, there are no personal relationships between the Pay Governance consultants and any member of the Committee. Pay Governance maintains a detailed conflict of interest policy in order to ensure that compensation committees receive conflict-free advice. Use of Benchmarking. In advising the Committee regarding 2025 compensation for our NEOs, Pay Governance developed competitive compensation levels by establishing a benchmark match for each NEO position in the competitive market. Competitive levels were developed for the following elements of pay:

  22. COMPENSATION DISCUSSION AND ANALYSIS

    | • | target annual incentive |

  23. COMPENSATION DISCUSSION AND ANALYSIS

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

  24. COMPENSATION DISCUSSION AND ANALYSIS

    | • | long-term equity incentives |

  25. COMPENSATION DISCUSSION AND ANALYSIS

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

  26. COMPENSATION DISCUSSION AND ANALYSIS

    Peer Group Composition. In establishing its benchmarks for each of the NEOs with respect to 2025 compensation, Pay Governance gathered data for 18 companies defined as the “Peer Group.” Members of the Peer Group are manufacturing companies of similar scope and are generally from the following three categories: (i) other container and packaging industry companies, (ii) current or potential suppliers to the Company and (iii) current or potential customers of the Company. The Peer Group comprised the following companies:

  27. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Focused on the Long-Term. The Company is committed to a strong balance sheet and focused on the long-term health and success of the Company. Since 2021, the Company has de-risked the balance sheet by annuitizing approximately $4 billion in pension liabilities. It has invested $3.2 billion in capital projects to support future growth and strengthen operations while reducing net debt by $2.2 billion. |

  28. COMPENSATION DISCUSSION AND ANALYSIS

    | Base Salary | $1,450,000 | | Target Annual Incentive | 2,102,500 | | Target Long-Term Equity Incentive | 8,627,475 | | Target Total Direct Compensation | 12,179,975 |

  29. COMPENSATION DISCUSSION AND ANALYSIS

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

  30. COMPENSATION DISCUSSION AND ANALYSIS

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

  31. COMPENSATION DISCUSSION AND ANALYSIS

    Components of Compensation. For 2025, the principal components of compensation for NEOs were base salary, annual incentive bonus, long-term equity incentives, retirement benefits and perquisites. Base Salary. The Company provides NEOs with base salaries to compensate them for services rendered during the year. The Committee recognizes that competitive salaries must be paid in order to attract and retain high-quality executives. Normally, the Committee reviews NEO salaries at the end of each year, with any adjustments to base salary becoming effective on January 1 of the succeeding year. However, in special circumstances, such as a promotion or increased responsibilities, the Committee may act to increase an NEO’s salary during the year. 2025 Base Salaries. The Committee has determined that base salary levels for the NEOs should be targeted towards the middle range of the Peer Group. Consistent with this approach, the Committee approved increases in the base salaries of the NEOs in order to move them in line with the middle range of the Peer Group. Base salaries for each of the NEOs for 2025 were as set forth in the following table.

  32. COMPENSATION DISCUSSION AND ANALYSIS

    (1) The amount presented for Mr. Novaes is his base salary following his promotion to Executive Vice President and Chief Operating Officer. Annual Incentive Bonus. Annual cash bonuses are included as part of the executive compensation program because, consistent with our “pay-for-performance” philosophy, the Committee believes that a meaningful portion of each NEO’s compensation should be contingent on success in achieving annual goals that drive the long-term operating performance of the Company. NEOs are eligible for annual cash bonuses under our Economic Profit Incentive Plan (the “EP Plan”). For 2025, our NEOs were eligible to receive annual incentive bonuses under the EP Plan upon the achievement of specified levels of economic profit and modified operating cash flow. The Committee believes the use of economic profit and modified operating cash flow as key performance measures under the EP Plan drives the Company’s long-term operating performance and is closely correlated with long-term increase in shareholder value. The maximum payout under the EP Plan is limited to two times the target bonus, with no excess carried forward into subsequent years. 2025 Bonus Opportunities and Results. For 2025, the Committee assigned each NEO an annual target level under the EP Plan together with a maximum annual bonus opportunity as a percentage of each NEO’s base salary. Based upon the Peer Group information provided by Pay Governance and the consideration of NEO performance and internal equity, the Committee determined that the target and maximum bonus opportunities for the NEOs for 2025 should be the same as in 2024, except for Mr. Clothier, whose target bonus was increased from 80% to 90% of base salary, Mr. Novaes, whose target bonus was increased from 80% to 100% in connection with his promotion to Executive Vice President and Chief Operating Officer and Mr. Dickstein, whose target bonus was increased from 70% to 80% of base salary. The 2025 minimum, maximum and target bonus opportunities together with actual bonuses paid to the NEOs were as follows:

  33. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Minimum Bonus as a Percentage of Base Salary | Maximum Bonus as a Percentage of Base Salary | Target Bonus as a Percentage of Base Salary | Target Bonus Amount | Actual Bonus Amount | | Timothy Donahue | 0% | 290% | 145% | $2,102,500 | $4,205,000 | | Kevin Clothier | 0% | 180% | 90% | 724,500 | 1,449,000 | | Gerard Gifford | 0% | 220% | 110% | 1,069,200 | 2,138,400 | | Djalma Novaes(1) | 0% | 200% | 100% | 800,000 | 1,408,000 | | Adam Dickstein | 0% | 160% | 80% | 540,000 | 1,080,000 |

  34. COMPENSATION DISCUSSION AND ANALYSIS

    Cost of Capital. For purposes of calculating economic profit under the EP Plan, cost of capital employed (also called invested capital) was defined as the average capital employed multiplied by the weighted average cost of capital. Capital employed was generally defined as total assets less non-interest bearing liabilities and is adjusted for certain items. The following items were excluded from capital employed: investments, net goodwill and intangibles, pension and post-employment assets and liabilities and deferred tax assets and liabilities. Invested capital may also be adjusted for additional capital employed at the direction of the Company’s corporate office or in accordance with overall corporate objectives. For 2025, the EP Plan used a cost of capital of 9%, which exceeds the Company’s actual cost of capital. Weighting of Performance Measures. In early 2025, the Committee established target levels of performance for each performance measure. At year-end, the Committee assessed the actual results versus the targets in determining awards. The Committee must approve all awards, and all awards are subject to review and downward discretionary adjustment by the Committee. An NEO’s actual bonus amount was determined by: (i) multiplying the NEO’s target bonus amount by the actual percentage earned for each of the two performance measures, (ii) weighting each performance measure in accordance with a pre-specified formula, (iii) adding the results together to determine the overall payout factor and (iv) if applicable, reducing the overall payout to the maximum of 200% of the target bonus amount. As the achievement of each of economic profit and modified operating cash flow increases in excess of respective performance targets, the percentage of each NEO’s target bonus payable with respect to such performance measure also increases. In the case of modified operating cash flow, up to 125% of the target bonus amount will be paid, in incremental increases, as the achievement level increases from 100% to 110% of the performance target. Conversely, the percentage of the target bonus amount payable with respect to modified operating cash flow decreases as achievement falls below 100% of the applicable performance target, with no amount being payable for achievement levels at or below the threshold of 80% of the applicable performance target. The modified operating cash flow component of the EP Plan was determined based upon actual performance compared to a budgeted modified operating cash flow amount. The economic profit component of the EP Plan was determined by relating current-year economic profit to prior years economic profit, adjusted for currency fluctuations and divestitures. In the case of economic profit, up to 125% of the target bonus amount will be paid, in incremental increases, as the achievement level increases from 100% to 110% of the performance target. Conversely, the percentage of the target bonus amount payable with respect to economic profit decreases as achievement falls below 100% of the applicable performance target, with no amount being payable for achievement levels at or below the threshold of 80% of the applicable performance target. No portion of the target bonus amount will be paid for economic profit arising from accounting changes or similar non-cash items. Notwithstanding the ability to earn up to 125% of the target bonus amount under each of the two tests (modified operating cash flow and economic profit), the maximum aggregate bonus opportunity is capped at 200% of the target bonus amount for all NEOs, with no excess carried forward into subsequent years. Setting of Target Performance Levels. Generally, the Committee attempts to set the target performance levels so that the relative difficulty of achieving the targets is consistent among the NEOs in any one year and for each NEO from year to year. In making this determination the Committee may consider specific circumstances experienced by the Company in prior years or that the Company expects to face in the coming year. For example, with respect to modified operating cash flow, targets may be set below prior year actual results due to the forecasted increases in capital investment (property, plant and equipment and working capital) required for the Company’s capacity expansion, forecasted increases in working capital, higher input costs due to price increases by suppliers and variances in average trade working capital. In addition, target performance levels are subject to adjustment for special circumstances such as currency exchange rate fluctuations, acquisitions and divestitures. The economic profit and modified operating cash flow thresholds and targets for 2025 were set at the Company level for the CEO, Chief Financial Officer, Chief Administrative Officer, Chief Operating Officer and General Counsel. The applicable thresholds, targets and actual achievement levels for 2025 are set forth for each NEO in the following table.

  35. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Economic Profit (in millions) | | | Modified Operating Cash Flow (in millions) | | | | | Threshold | Target | Actual | Threshold | Target | Actual | | Timothy Donahue | $483.7 | $604.6 | $736.1 | $1,154.4 | $1,443.0 | $1,757.0 | | Kevin Clothier | 483.7 | 604.6 | 736.1 | 1,154.4 | 1,443.0 | 1,757.0 | | Gerard Gifford | 483.7 | 604.6 | 736.1 | 1,154.4 | 1,443.0 | 1,757.0 | | Djalma Novaes(1) | 483.7 | 604.6 | 736.1 | 1,154.4 | 1,443.0 | 1,757.0 | | Adam Dickstein | 483.7 | 604.6 | 736.1 | 1,154.4 | 1,443.0 | 1,757.0 |

  36. COMPENSATION DISCUSSION AND ANALYSIS

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

  37. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Performance-Based Restricted Stock. Approximately two-thirds of an NEO’s targeted long-term equity incentive was delivered in performance-based restricted stock, approximately half of which may be earned based on the Company’s TSR relative to a published index of industry peers over a three-year performance period and approximately half of which may be earned based on ROIC over the same three-year performance period relative to the Company’s projected three-year average of return on invested capital. A target number of shares was established for 2025 for each NEO, as set forth in the “Grants of Plan-Based Awards” table in the Executive Compensation section below. Actual vesting of performance-based share awards generally will not occur until the third anniversary of the grant date, if at all. The Committee believes that, in addition to linking a substantial portion of an NEO’s compensation to the long-term performance of the Company, the three-year vesting structure provides a strong retention element because an NEO terminating employment (other than for death or disability or, with Committee approval, retirement) will forfeit unvested awards. |

  38. COMPENSATION DISCUSSION AND ANALYSIS

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

  39. COMPENSATION DISCUSSION AND ANALYSIS

    (1)Berry Global was acquired by Amcor in April 2025. It will not be used in the vesting calculation. Performance Vesting Schedule for TSR-Based Awards. The Committee determined that, for the portion of performance-based shares vesting on the basis of TSR, such shares would vest based on the following schedule.

  40. COMPENSATION DISCUSSION AND ANALYSIS

    Calculation of TSR. Each component company of the Dow Jones U.S. Containers & Packaging Index as of the grant date is included in the TSR calculation, except that any company that was removed from the index during the three-year calendar period is excluded. TSR is calculated by dividing the closing share price of a company’s common stock on the ending date of the applicable three-year calendar period plus cumulative dividends during such period, if any, by the closing share price of such company’s common stock on the beginning date of the applicable period. In the event that the Company’s TSR percentile ranking is between the specified percentiles, the vesting percentage is pro-rated on a straight-line basis. Performance Vesting Schedule for ROIC-Based Awards. The Committee determined that, for the portion of performance-based shares vesting on the basis of ROIC, such shares would vest on the following schedule.

  41. COMPENSATION DISCUSSION AND ANALYSIS

    Calculation of ROIC. ROIC is calculated by dividing the Company’s after-tax segment income from continuing operations, adjusted for pension and post-retirement expenses, by the average invested capital. ROIC is subject to adjustment for foreign exchange, acquisitions and divestitures, and non-recurring and other significant non-operational items. The target is equal to the Company’s projection of its three-year average of ROIC of 13.4%. In the event that the Company’s ROIC is between the specified percentiles, the vesting percentage is pro-rated on a straight-line basis. 2025 Long-Term Equity Incentive Awards. The first table below sets forth the number of time-based restricted shares granted to the NEOs for 2025. The second table below sets forth the target number of performance-based restricted shares granted to the NEOs for 2025 as well as the minimum and maximum number of performance-based shares that may vest. Vesting of performance-based share awards is based on two criteria: the Company’s TSR relative to a published index of industry peers over the applicable performance period and the Company’s ROIC over the same three-year performance period relative to the Company’s projected three-year average of ROIC. The tables also set forth the fair value of the shares on the date of grant. With respect to the annual 2025 grants awarded to the NEOs, the grant-date fair values of the time-based restricted shares and ROIC performance-based shares are based on the closing price of the Company’s Stock on the date prior to the date of grant, as adjusted to take into account that holders of unvested shares are not eligible for and do not receive dividends while such shares remain unvested. For time-based restricted shares, the grant-date fair value is $79.32. For ROIC performance-based shares, the grant-date fair value is $78.39. The grant-date fair value of the TSR performance-based shares is $89.27 and is based on a Monte Carlo valuation model. With respect to the mid-year award to Mr. Novaes, the grant-date fair values were: $100.97 for time-based restricted shares; $100.03 for ROIC performance-based shares; and $163.35 for TSR performance-based shares.

  42. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Time-Based Restricted Stock | | | | Shares | Award Value | | Timothy Donahue | 36,256 | $2,875,826 | | Kevin Clothier | 8,457 | 670,809 | | Gerard Gifford | 14,092 | 1,117,777 | | Djalma Novaes(1) | 7,180 | 586,664 | | Adam Dickstein | 5,248 | 416,271 |

  43. COMPENSATION DISCUSSION AND ANALYSIS

    | Name | Performance-Based Restricted Stock | | | | | | | | | | TSR-Based Award | | | | ROIC-Based Award | | | | | | Target Shares | Award Value | Minimum Shares | Maximum Shares | Target Shares | Award Value | Minimum Shares | Maximum Shares | | Timothy Donahue | 32,215 | $2,875,833 | 0 | 64,430 | 36,686 | $2,875,816 | 0 | 73,372 | | Kevin Clothier | 7,515 | 670,864 | 0 | 15,030 | 8,558 | 670,862 | 0 | 17,116 | | Gerard Gifford | 12,522 | 1,117,839 | 0 | 25,044 | 14,259 | 1,117,763 | 0 | 28,518 | | Djalma Novaes(1) | 6,166 | 586,738 | 0 | 12,332 | 7,263 | 586,659 | 0 | 14,526 | | Adam Dickstein | 4,663 | 416,266 | 0 | 9,326 | 5,310 | 416,251 | 0 | 10,620 |

  44. COMPENSATION DISCUSSION AND ANALYSIS

    | o | Over the last ten years, aggregate performance share vestings have ranged from 0% of target to 165% of target in accordance with the outcome of the relevant objective metrics, with the average annual aggregate payout over the period at 107%. |

  45. COMPENSATION DISCUSSION AND ANALYSIS

    | o | For 2025, based on the Company’s over-performance on the MOCF and economic profit components of the annual incentive bonus, corporate-level NEOs (including the CEO) received bonuses that were 100% above target. |

  46. COMPENSATION DISCUSSION AND ANALYSIS

    | o | The Company’s corporate-level NEOs received annual incentive bonuses for 2024 that were 100% above target and for 2023 that were 52.5% above target. |

  47. COMPENSATION DISCUSSION AND ANALYSIS

    The Company views these outcomes as demonstrative of the Company’s “pay-for-performance” philosophy. Clawback Policies. The Company maintains a clawback policy (the “Clawback Policy”) applicable to performance-based equity awards. Under the Clawback Policy, if the Company is required to restate its financial statements resulting in the Company’s financial results being reduced such that the vesting of an equity award (or any portion thereof) would not have occurred or would have been smaller, the Committee may reduce such equity award and recoup from the recipient shares or cash if the Committee determines, in its sole discretion, that the recipient engaged in intentional misconduct or fraud that resulted in the financial restatement. The Company maintains a similar policy with respect to its annual non-equity incentive bonus plan. In 2022, the SEC adopted a final rule requiring national securities exchanges to establish listing standards that require public companies to develop, enforce and disclose a compensation recovery policy. In compliance with the updated New York Stock Exchange listing standards, the Company adopted a new compensation recovery policy, effective as of October 2, 2023, for incentive-based compensation paid or awarded on or after that date (the “Compensation Recovery Policy”), which applies in addition to any other rights of recovery under any similar policy, including the Clawback Policy. Under the Compensation Recovery Policy, the Company will promptly recover from certain current or former executive officers, including the NEOs, the amount of any erroneously awarded cash- or equity-based compensation paid on the basis of the achievement of financial performance measures in the event of an (1) A reconciliation of reportable Segment Income to Income before Income Taxes can be found on page 86 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. accounting restatement, without regard to whether the NEO engaged in intentional misconduct or fraud. A copy of the Compensation Recovery Policy is included as Exhibit 97 of the Company’s Annual Report on Form 10-K filed on February 27, 2026. Retirement Benefits. To attract and retain highly qualified senior executives and as an incentive for long-term employment, the Company maintains a number of retirement plans. U.S. Pension Plan. In the United States, the Company maintains a defined benefit pension plan (the “U.S. Pension Plan”) for certain eligible employees in which the NEOs participate. The U.S. Pension Plan is designed and administered to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The U.S. Pension Plan was closed to employees hired after December 31, 2018. The U.S. Pension Plan provides normal retirement benefits at age 65 based on the average of the five highest consecutive years of earnings in the last ten years prior to employment termination. For purposes of the U.S. Pension Plan, earnings consist of salary excluding any bonus. These average earnings are multiplied by 1.25% and by years of service, which yields the annual Company-funded pension benefit. Under U.S. federal law for 2025, benefits from the U.S. Pension Plan are limited to $280,000 per year and may be based only on the first $350,000 of an employee’s annual earnings. Senior Executive Retirement Plan. Because of the benefit limits under the U.S. Pension Plan described above, the Company provides additional retirement benefits to Messrs. Donahue, Gifford and Novaes under the Senior Executive Retirement Plan (“SERP”). The annual benefit for executives eligible to participate in the SERP is based upon a formula equal to (i) 2.0% of the average of the five highest consecutive years of earnings (consisting of salary and bonus, but excluding stock compensation, and determined without regard to the limits imposed on tax-qualified plans) during the last 10 years of employment times years of service up to twenty years plus (ii) 1.45% of such average earnings for the next fifteen years of service plus (iii) at the discretion of the Committee, 1% of such average earnings for years of service beyond thirty-five years less (iv) Social Security old-age benefits attributable to employment with the Company and the Company-funded portion of the executive’s pension plan benefits. In the case of Mr. Gifford, the SERP is also reduced by his benefit under the Company’s Restoration Plan (described below). The ultimate amount to be paid to each NEO under the SERP is subject to interest rate sensitivity. See footnote 5 on page 59 for more information. All benefits earned under the SERP are paid in a lump sum. If an NEO with a vested retirement benefit under the SERP dies prior to termination of employment, the NEO’s surviving spouse (but not other named beneficiaries) will be entitled to a 50% survivor benefit. The SERP also provides a lump-sum death benefit of five times the imputed annual retirement benefit payable to the NEO’s named beneficiaries. SERP participants vest in their benefits at the earliest of five years of participation, specified retirement dates, total disability or upon a “change in control” of the Company. Messrs. Donahue, Gifford and Novaes are vested. Restoration Plan. Messrs. Gifford (prior to his participating in the SERP), Clothier and Dickstein are participants in the Company’s Restoration Plan. Participants in the Restoration Plan receive supplemental retirement benefits equal to the difference between (i) the benefits that they would have accrued under the U.S. Pension Plan if their target bonus amounts were included in compensation for purposes of calculating their benefits under that plan and if certain statutory benefit limits did not apply and (ii) the benefits that they actually accrue under the U.S. Pension Plan, if any. As described above, the benefits to which Mr. Gifford is entitled under the SERP will be offset by the benefits to which he is entitled under the Restoration Plan. Messrs. Gifford, Clothier and Dickstein are vested in their Restoration Plan benefits. U.S. Defined Contribution Plan. The Company also maintains a tax-qualified 401(k) Retirement Savings Plan (the “401(k) Plan”) to which all U.S. salaried employees, including all NEOs, are able to contribute a portion of their salaries on a pre-tax basis. Subject to certain Code limits, for employees hired prior to January 1, 2019, including all the NEOs, the Company will match 50% of the first 3% of salary that is contributed to the 401(k) Plan. Perquisites. The Company provides the NEOs with a limited number of perquisites and other personal benefits that the Committee believes are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain key executives. An item is a perquisite if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for the convenience of the Company, unless it is generally available on a non-discriminatory basis to all employees. An item is not a perquisite if it is integrally and directly related to the performance of the executive’s duties.

  48. COMPENSATION DISCUSSION AND ANALYSIS

    Severance. The Company has employment agreements with all of the NEOs. In addition to the compensation components listed above, these contracts provide for post-employment severance payments and benefits in the event of employment termination under certain circumstances. For more information regarding potential severance payments and benefits with respect to the NEOs, see “Employment Agreements and Potential Payments upon Termination” in the Executive Compensation section below. The Committee believes that these contracts provide an incentive to the NEOs to remain with the Company and serve to align the interests of the NEOs and Shareholders, including in the event of a potential acquisition of the Company. In 2023, the Company adopted an executive officer cash severance policy under which the Company will not enter into any future employment agreement, severance agreement or separation agreement, or establish any new severance plan or policy covering any NEO, that provides for cash severance benefits exceeding 2.99 times the sum of the NEO’s base salary plus target bonus, without seeking Shareholder ratification of such agreement, plan or policy. Tax Deductibility of Executive Compensation. Pursuant to Section 162(m) of the Code, compensation paid or accrued by the Company for U.S. federal income tax purposes in excess of $1 million with respect to each of our NEOs is not tax deductible. The Company’s compensation of any individual who is a “covered employee” (as defined in Section 162(m) of the Code) will remain subject to the annual $1 million tax deductibility limit regardless of loss of status as an NEO or termination of employment. The Committee believes that shareholder interests are best served by not restricting the Committee’s discretion and flexibility in structuring compensation programs, even if such compensation results in non-deductible expenses under applicable law.

  49. Summary Compensation Table

    Summary Compensation Table The following table lists certain information regarding compensation earned during the Company’s last three fiscal years by the Company’s Chief Executive Officer, Chief Financial Officer and other three Executive Officers who were the highest paid during 2025.

  50. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) | All Other Compensation (3) | Total Compensation | | Timothy Donahue | 2025 | $1,450,000 | $8,627,475 | $4,205,000 | $3,158,490 | $60,398 | $17,501,363 | | President and Chief Executive Officer | 2024 | 1,425,000 | 7,979,960 | 4,132,500 | 0 | 80,690 | 13,618,150 | | | 2023 | 1,370,000 | 7,671,945 | 2,820,488 | 0 | 65,790 | 11,928,223 | | Kevin Clothier | 2025 | 805,000 | 2,012,535 | 1,449,000 | 984,320 | 22,440 | 5,273,295 | | Senior Vice President and Chief Financial Officer | 2024 | 750,000 | 1,687,492 | 1,200,000 | 521,183 | 18,521 | 4,177,196 | | | 2023 | 600,000 | 1,260,029 | 732,000 | 592,897 | 4,950 | 3,189,876 | | Gerard Gifford | 2025 | 972,000 | 3,353,379 | 2,138,400 | 0 | 124,261 | 6,588,040 | | Executive Vice President and Chief Administrative Officer | 2024 | 930,000 | 3,208,511 | 2,046,000 | 0 | 42,598 | 6,227,109 | | | 2023 | 875,000 | 3,018,757 | 1,401,094 | 0 | 5,223 | 5,300,074 | | Djalma Novaes | 2025 | 780,000 | 1,760,061 | 1,408,000 | 863,936 | 19,299 | 4,831,296 | | Executive Vice President and Chief Operating Officer | 2024 | 725,000 | 1,449,949 | 1,160,000 | 319,008 | 26,842 | 3,680,799 | | | 2023 | 680,000 | 1,224,028 | 680,544 | 0 | 8,250 | 2,592,822 | | Adam Dickstein (4) | 2025 | 675,000 | 1,248,788 | 1,080,000 | 485,344 | 11,896 | 3,501,028 | | Senior Vice President, General Counsel and Corporate Secretary | 2024 | 650,000 | 1,202,416 | 910,000 | 326,930 | 12,446 | 3,101,792 |

  51. Summary Compensation Table

    | (1) The amounts in this column, computed in accordance with current Financial Accounting Standards Board guidance for accounting for and reporting of stock-based compensation, represent the aggregate grant-date fair value of time-based restricted stock and performance-based restricted stock awards (market condition for TSR, performance condition for ROIC and assuming that the target level of performance conditions were achieved) issued by the Company for the respective fiscal years. The grant-date fair values of the time-based restricted stock awards were as follows: Mr. Donahue: $2,875,826 for 2025, $2,659,911 for 2024 and $2,557,298 for 2023; Mr. Clothier: $670,809 for 2025, $562,482 for 2024 and $420,030 for 2023; Mr. Gifford: $1,117,777 for 2025, $1,069,523 for 2024 and $1,006,274 for 2023; Mr. Novaes: $586,664 for 2025, $483,357 for 2024 and $408,036 for 2023; and Mr. Dickstein: $416,271 for 2025 and $400,824 for 2024. The grant-date fair values of the performance-based restricted stock, assuming instead that the highest level of performance conditions were to be achieved, would be as follows: Mr. Donahue: $11,503,298 for 2025, $10,639,938 for 2024 and $10,229,294 for 2023; Mr. Clothier: $2,683,452 for 2025, $2,250,020 for 2024 and $1,679,998 for 2023; Mr. Gifford: $4,471,204 for 2025, $4,277,976 for 2024 and $4,024,966 for 2023; Mr. Novaes: $2,346,794 for 2025, $1,933,184 for 2024 and $1,631,982 for 2023; and Mr. Dickstein: $1,665,034 for 2025 and $1,603,184 for 2024. If the minimum level of performance conditions |

  52. Summary Compensation Table

    were not to be achieved, the value of the performance-based restricted stock awards would be $0 in all cases. Further detail surrounding the shares awarded, the method of valuation and the assumptions made are set forth in Note X, “Stock-Based Compensation” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There can be no assurance that the amounts related to performance-based shares will ever be realized by the NEOs.

  53. Summary Compensation Table

    | (2) Positive amounts in this column reflect the increase in actuarial lump-sum present value of defined benefit retirement plans, including supplemental plans, for the respective fiscal years. A decrease in actuarial lump-sum present value is required to be excluded from the amount reported in this column and is indicated in this column with a $0 value. Actuarial valuations were based on assumptions that were in accordance with the guidelines of FASB ASC Topic 715 and that are discussed in Note S, “Pension and Other Postretirement Benefits” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Not all of the pension benefits payable to our NEOs will be paid in a lump sum. Future changes in interest rates could cause significant changes in the lump-sum value of such benefits. See footnote 5 on page 59 for more information. The change in value represents the difference between the highest year-end value disclosed for such benefit in prior years and the value of such benefit at the end of the reporting year. |

  54. Summary Compensation Table

    | (3) The amounts in this column for 2025 include the following items: |

  55. Summary Compensation Table

    | | T. Donahue | K. Clothier | G. Gifford | D. Novaes | A. Dickstein | | FICA on Change in SERP/Restoration Valuation | $55,148 | $17,190 | $28,714 | $14,049 | $6,646 | | Change in Value of SERP Life Insurance | - | - | 90,297 | - | - | | Defined Contribution Plan Company Contributions * | 5,250 | 5,250 | 5,250 | 5,250 | 5,250 | | Total | $60,398 | $22,440 | $124,261 | $19,299 | $11,896 |

  56. Summary Compensation Table

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

  57. Summary Compensation Table

    | (4) Mr. Dickstein was not an NEO prior to 2024, as such only information related to 2025 and 2024 is presented. |

  58. Summary Compensation Table

    Grants of Plan-Based Awards The following table provides information about the annual incentive bonuses that the Company’s NEOs were eligible to receive for 2025 under the Company’s Economic Profit Incentive Plan (the “EP Plan”) and stock-based awards granted in 2025 to each of the Company’s NEOs under the Company’s 2022 Stock-Based Incentive Compensation Plan. There can be no assurance that the fair value of the performance-based stock awarded to the Company’s NEOs in 2025 will ever be realized by the NEOs. For further information and the assumptions made in determining the grant-date fair values of the stock awards, see Notes A and X to the Company’s financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  59. Summary Compensation Table

    | Name | Grant Dates of Equity Awards | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | 2025 Grant Date Fair Value of Stock and Option Awards (4) ($) | | | | Minimum ($) | Target ($) | Maximum ($) | Minimum (Shares) | Target (Shares) | Maximum (Shares) | | | | Timothy Donahue | 1/3/2025 (5) | 0 | 2,102,500 | 4,205,000 | 0 | 68,901 | 137,802 | 36,256 | 8,627,475 | | Kevin Clothier | 1/3/2025 (6) | 0 | 724,500 | 1,449,000 | 0 | 16,073 | 32,146 | 8,457 | 2,012,535 | | Gerard Gifford | 1/3/2025 (7) | 0 | 1,069,200 | 2,138,400 | 0 | 26,781 | 53,562 | 14,092 | 3,353,379 | | Djalma Novaes | 1/3/2025 & 7/1/2025 (8) | 0 | 704,000 | 1,408,000 | 0 | 13,429 | 26,858 | 7,180 | 1,760,061 | | Adam Dickstein | 1/3/2025 (9) | 0 | 540,000 | 1,080,000 | 0 | 9,973 | 19,946 | 5,248 | 1,248,788 |

  60. Summary Compensation Table

    | (1) These amounts represent the range of annual non-equity incentive bonuses for which the NEOs were eligible in 2025 under the Company’s EP Plan. For further information relating to the EP Plan, see “Compensation Discussion and Analysis – Annual Incentive Bonus.” For the actual awards earned under the EP Plan for 2025, see the “Summary Compensation Table” above. |

  61. Summary Compensation Table

    | (2) These amounts represent the range of stock-based compensation that might be realized under the 2025 performance-based restricted stock awards. The potential payouts are based on performance and are therefore at risk. The performance awards make up approximately two-thirds of the stock-based compensation. The first performance measure, representing approximately one-third of the total stock-based compensation (or half of the performance-based portion), is based upon the total shareholder return (“TSR”) achieved by the Company from January 1, 2025 to December 31, 2027 versus the TSR during that same period of a published index of industry peers that is described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” above. The second performance measure, representing approximately one-third of the total stock-based compensation (or half of the performance-based portion), is based on the Return on Invested Capital (“ROIC”) achieved by the Company from January 1, 2025 to December 31, 2027 compared to the ROIC target established by the Compensation Committee. The vesting of the performance-based shares from the 2025 award will occur in 2028, with the actual number of shares vesting dependent upon the Company’s TSR compared to that of the published index of industry peers and performance against the ROIC target. For further details, refer to Note X, “Stock-Based Compensation” to the Company’s financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal. Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance goal. TSR performance-based shares vest upon a “change in control” of the Company based on the Company’s TSR as compared to that of the published index of industry peers from the beginning of the measurement period until the time of the “change in control.” ROIC performance-based shares vest upon a “change in control” of the Company based on the ROIC of the Company compared to that of the ROIC target from the beginning of the measurement period until the date of the “change in control.” |

  62. Summary Compensation Table

    | (3) These amounts represent time-based restricted stock awarded in 2025, which constitute approximately one-third of the total stock-based compensation. Time-based restricted stock vests annually over three years from the date of the award. If a participant terminates employment due to retirement (with Committee approval), disability or death, or upon a “change in control” of the Company, vesting of the award accelerates. |

  63. Summary Compensation Table

    | (4) These amounts represent the grant-date fair value of time-based restricted stock and performance-based restricted stock awarded in 2025. For the January 3, 2025 awards, the grant-date fair value of the time-based restricted stock and ROIC performance-based shares is based on the closing price of the Company’s Common Stock on January 2, 2025, as adjusted to take into account that holders of unvested shares are not eligible for and do not receive dividends while such shares remain unvested. For time-based restricted stock, the grant-date fair value is $79.32. For ROIC performance-based shares, the grant-date fair value is $78.39. The grant-date fair value of the TSR performance-based shares is $89.27 and is based on a Monte Carlo valuation model. In connection with his promotion, Mr. Novaes was granted additional restricted stock on July 1, 2025. The grant-date fair value of such time-based restricted stock and ROIC performance-based shares is based on the closing price of the Company’s Common Stock on July 1, 2025, and is adjusted as described above. For such time-based restricted stock, the grant-date fair value is $100.97. For ROIC performance-based shares, the grant-date fair value is $100.03. The grant-date fair value of the TSR performance-based shares is $163.35 and is based on a Monte Carlo valuation model. The Committee has determined that approximately two-thirds of the targeted value of stock awards to NEOs should be performance-based. In order for the Company in 2025 to deliver two-thirds of the value of an NEO’s targeted long-term equity incentive in performance-based restricted stock, somewhat more than one-third of the total number of shares granted were time-based restricted shares, and somewhat less than two-thirds were performance-based restricted shares because the prescribed valuation methods under FASB ASC Topic 718 result in higher per unit values for TSR performance-based restricted stock than for time-based restricted stock and ROIC performance-based restricted stock. Further details regarding these shares, the method of valuation and the assumptions made are set forth in Note X, “Stock-Based Compensation” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |

  64. Summary Compensation Table

    | (5) Represents grant to Mr. Donahue of 105,157 shares of stock-based compensation under the 2022 Stock-Based Incentive Compensation Plan (the “2022 Stock Plan”). Time-based restricted stock totaling 36,256 shares vests over a three-year period as follows: 12,086 shares on January 5, 2026 and 12,085 shares on January 4, 2027 and January 3, 2028, respectively. The remaining 68,901 shares of performance-based restricted stock vest on January 3, 2028 as follows: 36,686 shares based on the Company’s ROIC from January 1, 2025 to December 31, 2027 compared to the established ROIC target; 32,215 shares based on the Company's TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 137,802. |

  65. Summary Compensation Table

    | (6) Represents grant to Mr. Clothier of 24,530 shares of stock-based compensation under the 2022 Stock Plan. Time-based restricted stock totaling 8,457 shares vests over a three-year period as follows: 2,819 shares on January 5, 2026, January 4, 2027 and January 3, 2028, respectively. The remaining 16,073 shares of performance-based restricted stock vest on January 3, 2028 as follows: 8,558 shares based on the Company’s ROIC from January 1, 2025 to December 31, 2027 compared to the established ROIC target; 7,515 shares based on the Company’s TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 32,146. |

  66. Summary Compensation Table

    | (7) Represents grant to Mr. Gifford of 40,873 shares of stock-based compensation under the 2022 Stock Plan. Time-based restricted stock totaling 14,092 shares vests over a three-year period as follows: 4,698 shares on January 5, 2026 and 4,697 shares on January 4, 2027 and January 3, 2028, respectively. The remaining 26,781 shares of performance-based restricted stock vest on January 3, 2028 as follows: 14,259 shares based on the Company’s ROIC from January 1, 2025 to December 31, 2027 compared to the established ROIC target; 12,522 shares based on the Company’s TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 53,562. |

  67. Summary Compensation Table

    | (8) Represents grant to Mr. Novaes of 18,527 shares of stock-based compensation issued January 3, 2025 and 2,082 shares of stock-based compensation issued on July 1, 2025 for a total of 20,609 shares of stock-based compensation under the 2022 Stock Plan. Time-based restricted stock totaling 7,180 shares vests over a three-year period as follows: 2,130 shares on January 5, 2026, 264 shares on August 3, 2026 and 2,393 shares on January 4, 2027 and January 3, 2028, respectively. The remaining 13,429 shares of performance-based restricted stock vest on January 3, 2028 as follows: 7,263 shares based on the Company’s ROIC from January 1, 2025 to December 31, 2027 compared to the established ROIC target; 6,166 shares based on the Company’s TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 26,858. Mr. Novaes’ target bonus number in this chart reflects a blend of the salary and bonus percentages for the two positions held in 2025. |

  68. Summary Compensation Table

    | (9) Represents grant to Mr. Dickstein of 15,221 shares of stock-based compensation under the 2022 Stock Plan. Time-based restricted stock totaling 5,248 shares vests over a three-year period as follows: 1,750 shares on January 5, 2026 and 1,749 shares on January 4, 2027 and January 3, 2028, respectively. The remaining 9,973 shares of performance-based restricted stock vest on January 3, 2028 as follows: 5,310 shares based on the Company’s ROIC from January 1, 2025 to December 31, 2027 compared to the established ROIC target; 4,663 shares based on the Company’s TSR for that same period versus the TSR of a published index of industry peers. The final number of performance-based shares actually vesting may vary from 0 to 19,946. |

  69. Summary Compensation Table

    Outstanding Equity Awards at Fiscal Year-End The following table shows unvested time-based restricted Common Stock and unvested performance-based restricted Common Stock held by the Company’s NEOs on December 31, 2025. There are no outstanding options. These outstanding equity awards have been granted to the Company’s NEOs under the Company’s 2022 Stock-Based Incentive Compensation Plan.

  70. Summary Compensation Table

    | Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (1) (Shares) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (Shares) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($) | | Timothy Donahue | 66,541 | 6,851,727 | 184,725 | 19,021,133 | | Kevin Clothier | 14,364 | 1,479,061 | 37,768 | 3,888,971 | | Gerard Gifford | 26,179 | 2,695,652 | 72,841 | 7,500,438 | | Djalma Novaes | 12,450 | 1,281,977 | 33,161 | 3,414,588 | | Adam Dickstein | 9,798 | 1,008,900 | 27,356 | 2,816,847 |

  71. Summary Compensation Table

    | (1) These amounts represent outstanding unvested time-based restricted stock awards. Time-based restricted stock vests annually over three years from the date of the award. Accordingly, with respect to awards made in 2023, the final one-third vested on January 5, 2026. With respect to awards made in 2024, the second one-third vested on January 5, 2026 and the final one-third will vest on January 4, 2027. With respect to awards made in 2025, the first one-third vested on January 5, 2026, the second one-third will vest on January 4, 2027 and the final one-third will vest on January 3, 2028. A portion of Mr. Novaes’ 2025 award will vest on August 3, 2026. If a participant terminates employment due to retirement (with Committee approval), disability or death, or in the event of a “change in control” of the Company, vesting of the unvested time-based restricted stock awards accelerates to the date of termination or change in control. |

  72. Summary Compensation Table

    | (2) Computed as of December 31, 2025. The closing price of the Company’s Common Stock on December 31, 2025 was $102.97. |

  73. Summary Compensation Table

    | (3) These amounts represent outstanding unvested performance-based restricted stock at target levels. The range of shares to be vested is 0 to 200% of the target based on the levels of performance achieved under the 2023 award from January 1, 2023 to December 31, 2025, under the 2024 award from January 1, 2024 to December 31, 2026 and under the 2025 award from January 1, 2025 to December 31, 2027. The number reported does not include any additional shares that may be awarded after December 31, 2025 based upon the Company’s performance but does include shares that may be forfeited based on the Company’s performance. The vesting day for TSR performance-based shares earned pursuant to the 2023 awards was January 5, 2026. On that date all TSR performance-based shares vested as follows: for Mr. Donahue – 54,534 shares with a value on December 31, 2025 of $5,615,366; for Mr. Clothier – 8,957 shares with a value on December 31, 2025 of $922,302; for Mr. Gifford – 21,458 shares with a value on December 31, 2025 of $2,209,530; for Mr. Novaes – 8,700 shares with a value on December 31, 2025 of $895,839; and for Mr. Dickstein – 8,153 shares with a value on December 31, 2025 of $839,514. On February 26, 2026, ROIC performance-based shares earned pursuant to the 2023 awards vested as follows: for Mr. Donahue – 38,202 shares with a value on December 31, 2025 of $3,933,660; for Mr. Clothier – 6,274 shares with a value on December 31, 2025 of $646,034; for Mr. Gifford – 15,031 shares with a value on December 31, 2025 of $1,547,742; for Mr. Novaes – 6,095 shares with a value on December 31, 2025 of $627,602; and for Mr. Dickstein – 5,712 shares with a value on December 31, 2025 of $588,165. For further information relating to performance-based share vesting, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal. Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance goals. TSR performance-based shares vest upon a “change in control” of the Company based upon the Company’s TSR as compared to that of a published index of industry peers at the time of the “change in control.” ROIC performance-based shares vest upon a “change in control” of the Company based upon the ROIC of the Company compared to that of the ROIC target through the date of the “change in control.” |

  74. Summary Compensation Table

    Option Exercises and Stock Vested The following table shows the number of shares of the Company’s Common Stock acquired and the actual value received during 2025 upon the vesting of stock awards. The Company does not issue stock options to its NEOs.

  75. Summary Compensation Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1) | Value Realized on Vesting (2) ($) | | Timothy Donahue | 43,863 | 3,637,512 | | Kevin Clothier | 7,397 | 611,440 | | Gerard Gifford | 14,395 | 1,186,295 | | Djalma Novaes | 7,098 | 587,721 | | Adam Dickstein | 6,422 | 532,174 |

  76. Summary Compensation Table

    | (1) Amounts in this column are time-based and performance-based restricted stock that vested in 2025. The 2022 award of TSR performance-based restricted stock was forfeited and thereby vested at 0.0% of target in 2025. The 2022 award of ROIC performance-based restricted stock vested at 70.0% of target in 2025. For further information relating to the vesting of performance-based share awards, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” |

  77. Summary Compensation Table

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

  78. Employment Agreements and Potential Payments upon Termination

    Employment Agreements and Potential Payments upon Termination The Company has employment agreements with all of its NEOs. In addition to the compensation and benefits described above, these contracts provide for certain post-employment severance payments in the event of employment termination under certain circumstances. The Committee believes that these contracts provide an incentive to the NEOs to remain with the Company and serve to align the interests of the NEOs and Shareholders, including in the event of a potential acquisition of the Company. Under his employment agreement, Mr. Donahue has agreed that, during his employment and for two years thereafter, he will not compete with the Company or solicit Company employees to terminate employment with the Company. All other NEOs are subject to a similar non-competition provision for a one-year post-employment period, extended to two years if following a change in control. Under the agreement for each of the NEOs, if the executive’s employment is terminated because of a voluntary termination or retirement, the Company will pay the executive his base salary through the date of termination or retirement, a pro-rated bonus payment (which is payable at the Company’s discretion for Mr. Clothier in the case of a voluntary termination) and any vested retirement, incentive or other benefits. The pro-rated bonus payment is based on the actual bonus for all NEOs except for Mr. Gifford, whose pro-rated payment is based on his target bonus in the event of his voluntary termination or retirement. In the event of death, the compensation is identical to the above except that (i) the payment of a pro-rated bonus payment is mandatory for each NEO and (ii) the pro-rated bonus payment is based on the actual bonus for Messrs. Donahue, Clothier and Dickstein, but on the target bonus for Messrs. Gifford and Novaes. All payments will be made to the executive’s estate in the event of death. In the case of a termination of employment due to a disability, each of the NEOs other than Mr. Donahue will be entitled to his base salary through the date of disability, a pro-rated bonus payment and any vested retirement, incentive or other benefits, plus an annual disability benefit equal to 75% of his base salary. The pro-rated bonus payment is based on the target bonus for Messrs. Gifford and Novaes and the actual bonus for Messrs. Clothier and Dickstein. In the case of Mr. Donahue’s disability, he will be entitled to his base salary through the date of disability, an annual disability benefit equal to 100% of his base salary plus a bonus equal to the average annual bonus paid or payable to him for the three most recently completed years, and any vested retirement, incentive or other benefits. If the employment of any of the NEOs is terminated for “Cause,” the Company will pay to the executive only the base salary owed through his date of termination and his vested retirement, incentive or other benefits. Under the agreement for Mr. Donahue, if his employment is terminated by the Company without Cause or by him for “Good Reason” other than within the 12-month period following a “Change in Control,” in addition to his base salary through the date of termination, the Company will pay to Mr. Donahue (i) a pro-rated actual bonus payment and (ii) a lump-sum payment equal to three times the sum of the executive’s base salary and his target bonus for the year of termination. Under the agreement for each of the other NEOs, upon the termination of the executive’s employment by the Company without Cause other than within the 12-month period following a Change in Control, the Company will pay to the executive (i) his base salary through the date of termination, (ii) a pro-rated actual (but, for Mr. Gifford, a pro-rated target) bonus payment and (iii) a lump-sum payment equal to the executive’s annual base salary. In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits. Under the agreement for each of the NEOs, if the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason, during the 12-month period following a Change in Control, the Company will pay him (i) his base salary through the date of termination plus, (ii) a lump-sum payment equal to three times (but, for Mr. Novaes, 2.99 times) the sum of the executive’s base salary and his average bonus over the three completed years prior to the year of termination (but, for Mr. Novaes, his target bonus for the year of termination). On a Change in Control, all stock options and time-based restricted stock granted to the executive by the Company will become fully vested and, in the case of stock options, immediately exercisable. In addition, on a Change in Control, performance-based restricted stock will vest based upon the Company’s performance as compared to the applicable performance goals between the start of the measurement period and the date of the Change in Control. In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits. To the extent that the executive would be subject to the excise tax under Code Section 4999 on the amounts and benefits received on a Change in Control for purposes of Code Section 280G, either (i) such amounts and benefits will be reduced or delayed by the minimum amount necessary such that no portion of the amount or benefits is subject to the excise tax or (ii) the full amount and benefits shall be paid, whichever, after taking into account all applicable taxes, including the excise tax, results in the executive’s receipt, or an after-tax basis, of the greater amount and benefits. The following table provides estimates of the potential severance and other post-termination benefits each NEO would receive assuming his employment was terminated as of December 31, 2025.

  79. Employment Agreements and Potential Payments upon Termination

    | Name | Benefit | Termination upon Retirement, Disability or Death (1) ($) | Resignation for Good Reason prior to a Change in Control ($) | Termination without Cause prior to a Change in Control ($) | Termination without Cause or Resignation for Good Reason after a Change in Control (2) ($) | | Timothy Donahue | Salary: | | 4,350,000 | 4,350,000 | 4,350,000 | | | Bonus: | 4,205,000 | 10,512,500 | 10,512,500 | 7,552,957 | | | Accelerated Restricted Stock Vesting: (3) | 6,851,727 | | | 25,872,860 | | | Total: | 11,056,727 | 14,862,500 | 14,862,500 | 37,775,817 | | Kevin Clothier | Salary: | | | 805,000 | 2,415,000 | | | Bonus: | 1,449,000 | | 1,449,000 | 2,088,220 | | | Accelerated Restricted Stock Vesting: (3) | 1,479,061 | | | 5,368,032 | | | Total: | 2,928,061 | | 2,254,000 | 9,871,252 | | Gerard Gifford | Salary: | | | 972,000 | 2,916,000 | | | Bonus: | 1,069,200 | | 1,069,200 | 3,726,228 | | | Accelerated Restricted Stock Vesting: (3) | 2,695,652 | | | 10,196,089 | | | Total: | 3,764,852 | | 2,041,200 | 16,838,317 | | Djalma Novaes | Salary: | | | 800,000 | 2,392,000 | | | Bonus: | 1,408,000 | | 1,408,000 | 2,392,000 | | | Accelerated Restricted Stock Vesting: (3) | 1,281,977 | | | 4,696,565 | | | Total: | 2,689,977 | | 2,208,000 | 9,480,565 | | Adam Dickstein | Salary: | | | 675,000 | 2,025,000 | | | Bonus: | 1,080,000 | | 1,080,000 | 1,717,485 | | | Accelerated Restricted Stock Vesting: (3) | 1,008,900 | | | 3,825,747 | | | Total: | 2,088,900 | | 1,755,000 | 7,568,232 |

  80. Employment Agreements and Potential Payments upon Termination

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

  81. Employment Agreements and Potential Payments upon Termination

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

  82. Employment Agreements and Potential Payments upon Termination

    | (3) In the case of retirement with Committee approval, disability or death, the vesting of time-based restricted stock awards accelerates and the performance-based shares remain outstanding, subject to performance conditions until the performance period ends. Accordingly, no performance share compensation has been provided for terminations upon retirement, disability or death because payout cannot be assured. On a Change in Control, all time-based restricted stock will become vested, and performance-based restricted stock will vest based upon the Company’s achievement of the performance goals between the beginning of the relevant measurement period(s) and the date of the Change in Control. For termination after a Change in Control, the table assumes that the target level of performance share compensation will be achieved. For further details, refer to the Outstanding Equity Awards at Fiscal Year-End table above and Note X, “Stock-Based Compensation” to the Company’s financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |

  83. Pay Ratio Disclosure

    Pay Ratio Disclosure Federal law requires that the Company disclose the ratio of its CEO’s total compensation to the total compensation of its median employee (excluding the CEO). Generally, the median employee is required to be identified only once every three years. The Company identified its median employee using salary/wages and bonus information from the Company’s payroll records as of December 31, 2024. To determine the ratio we utilized our global workforce consisting of all U.S., non-U.S., full-time, part-time and temporary employees of the Company and its consolidated subsidiaries, except that, pursuant to the de minimis exemption as permitted by SEC rules, we excluded all non-U.S. employees located in certain jurisdictions representing, in the aggregate, less than 5% of our total employees. The jurisdictions and numbers of non-U.S. employees excluded as of the date of determination were: Saudi Arabia (352 employees), Myanmar (58 employees), Cambodia (614 employees), Kenya (31 employees), Malaysia (8 employees) and Trinidad (18 employees). The total number of employees in our global workforce (excluding the CEO) as of the date of determination, irrespective of any exemption, was 21,633 employees, 5,970 of whom were U.S. employees and 15,663 of whom were non-U.S. employees. After application of the de minimis exemption, the total number of U.S. employees used was 5,970, and the total number of non-U.S. employees used was 14,582. No cost-of-living adjustments with respect to compensation were made. Compensation was annualized for all full-time employees who began employment or were on unpaid leave of absence during 2024. For employees hired after October 2024, bonuses were calculated on a yearly basis to ensure proper comparison. The Company’s median employee was based outside of the U.S. The median employee’s total compensation was calculated using the same methodology used to calculate the Total Compensation of the CEO as set forth in the Summary Compensation Table included in the Executive Compensation section of this Proxy Statement. In 2025, the median employee’s total compensation was $53,106 and the total compensation of the CEO was $17,501,363. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees of the Company, except the CEO, is 330:1.

  84. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding the relationship between executive compensation “actually paid” (as defined by the SEC rules) to our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The amounts in the table below are calculated in accordance with the SEC rules and do not represent amounts actually earned, realized, or paid to the Company’s NEOs, including with respect to equity awards.

  85. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO¹ ($) | Compensation Actually Paid to PEO¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | ROIC⁵ | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 17,501,363 | 42,578,156 | 5,048,414 | 10,810,332 | 108.16 | 100.00 | 883 | 14.9% | | 2024 | 13,618,150 | 11,369,490 | 4,296,724 | 3,627,077 | 85.93 | 113.00 | 560 | 13.2% | | 2023 | 11,928,223 | 16,258,848 | 3,489,766 | 3,998,035 | 94.56 | 98.00 | 587 | 12.4% | | 2022 | 9,300,136 | (6,982,448) | 2,229,044 | (650,485) | 83.46 | 91.00 | 855 | 12.4% | | 2021 | 11,815,065 | 13,384,538 | 3,441,916 | 3,878,831 | 111.26 | 111.00 | (411) | 12.5% |

  86. Pay Versus Performance Disclosure

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

  87. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Thomas Kelly | Kevin Clothier | Kevin Clothier | Kevin Clothier | Kevin Clothier | | Gerard Gifford | Gerard Gifford | Gerard Gifford | Gerard Gifford | Gerard Gifford | | Djalma Novaes | Djalma Novaes | Matthew Madeksza | Djalma Novaes | Djalma Novaes | | Robert Bourque | Robert Bourque | Djalma Novaes | Adam Dickstein | Adam Dickstein | | | Hock Huat Goh | | | |

  88. Pay Versus Performance Disclosure

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

  89. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 17,501,363 | (3,158,490) | (8,627,475) | 578,518 | 36,284,240 | 42,578,156 | | 2024 | 13,618,150 | 0 | (7,979,960) | 627,225 | 5,104,075 | 11,369,490 | | 2023 | 11,928,223 | 0 | (7,671,945) | 578,785 | 11,423,785 | 16,258,848 | | 2022 | 9,300,136 | 0 | (7,364,000) | 691,464 | (9,610,048) | (6,982,448) | | 2021 | 11,815,065 | (1,106,979) | (6,368,770) | 716,307 | 8,328,915 | 13,384,538 |

  90. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 5,048,414 | (583,400) | (2,093,691) | 156,832 | 8,282,177 | 10,810,332 | | 2024 | 4,296,724 | (291,780) | (1,887,092) | 145,736 | 1,363,489 | 3,627,077 | | 2023 | 3,489,766 | (181,294) | (1,599,684) | 140,895 | 2,148,351 | 3,998,035 | | 2022 | 2,229,044 | 0 | (986,390) | 159,674 | (2,052,813) | (650,485) | | 2021 | 3,441,916 | (248,755) | (1,287,047) | 294,478 | 1,678,239 | 3,878,831 |

  91. Pay Versus Performance Disclosure

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

  92. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 22,528,710 | 13,601,682 | 0 | 153,848 | 0 | 0 | 36,284,240 | | 2024 | 7,918,848 | (2,797,738) | 0 | (17,035) | 0 | 0 | 5,104,075 | | 2023 | 8,978,564 | (234,701) | 0 | 2,679,922 | 0 | 0 | 11,423,785 | | 2022 | 3,979,926 | (13,395,521) | 0 | (194,453) | 0 | 0 | (9,610,048) | | 2021 | 9,948,725 | (1,591,678) | 0 | (28,132) | 0 | 0 | 8,328,915 |

  93. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 5,414,520 | 2,849,936 | 0 | 17,721 | 0 | 0 | 8,282,177 | | 2024 | 1,872,640 | (506,551) | 0 | (2,600) | 0 | 0 | 1,363,489 | | 2023 | 1,872,128 | (35,029) | 0 | 311,252 | 0 | 0 | 2,148,351 | | 2022 | 533,100 | (2,053,999) | 0 | (258,899) | (273,015) | 0 | (2,052,813) | | 2021 | 2,010,515 | (327,022) | 0 | (5,254) | 0 | 0 | 1,678,239 |

  94. Pay Versus Performance Disclosure

    (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Containers & Packaging (DJUSCP) Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the DJUSCP Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined ROIC to be the “Company-Selected Measure,” which represents the Company’s assessment of the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. This performance measure may not have been the most important financial performance measure for one or more of the prior years reported in this section. We may determine a different financial performance measure to be the Company-Selected Measure in future years.

  95. Compensation Actually Paid and Net Income

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

  96. Compensation Actually Paid and ROIC

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