Adam Dickstein
CROWN HOLDINGSAbout Adam Dickstein
Adam J. Dickstein is Senior Vice President, General Counsel and Corporate Secretary of Crown Holdings and was a Named Executive Officer (NEO) for 2024 . His annual bonus is tied to corporate-level economic profit and modified operating cash flow (MOCF); in 2024, Crown exceeded targets with economic profit of $639.3 million versus a $569.8 million target and MOCF of $1,692.3 million versus a $1,380.0 million target, resulting in a 200% of target bonus for corporate-level NEOs, including Dickstein . Crown emphasizes pay-for-performance; recent outcomes included 0% vesting for performance-based shares in the 2025 measurement period, while 2024 vestings saw TSR-based awards at 54.4% below target and ROIC-based awards at 200% of target .
Past Roles
- Not disclosed in the latest proxy and 10-K filings reviewed .
External Roles
- Not disclosed in the latest proxy and 10-K filings reviewed .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $650,000 | Approved as part of 2024 salary review |
| Target Annual Bonus ($) | $455,000 | Under Economic Profit Incentive Plan (EP Plan) |
| Actual Annual Bonus Paid ($) | $910,000 | 200% of target based on 2024 outcomes |
| All Other Compensation ($) | $12,446 | FICA on SERP change $7,271; Defined contribution plan company contribution $5,175 |
Performance Compensation
Annual Incentive Plan Metrics (EP Plan – Corporate Level, 2024)
| Metric | Threshold (USD mm) | Target (USD mm) | Actual (USD mm) | Payout vs Target | Notes |
|---|---|---|---|---|---|
| Economic Profit | $455.8 | $569.8 | $639.3 | 200% total bonus with MOCF; each component contributed up to 125% reduced to 200% cap | Corporate-level metrics apply to General Counsel |
| Modified Operating Cash Flow (MOCF) | $1,104.0 | $1,380.0 | $1,692.3 | 200% total bonus with Economic Profit; each component contributed up to 125% reduced to 200% cap | Corporate-level metrics apply to General Counsel |
2024 Long-Term Equity Incentive Awards (Grant date references and vesting)
| Award Type | Grant Date | Target Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Time-Based RSUs | 1/3/2024 | 4,468 | $400,824 | 1,490 shares on Jan 6, 2025; 1,489 shares on Jan 5, 2026; 1,489 shares on Jan 4, 2027 |
| TSR-Based PSUs | 1/3/2024 | 4,008 | $400,800 | Vests Jan 4, 2027 based on relative TSR vs Dow Jones U.S. Containers & Packaging Index; 0–200% vesting scale |
| ROIC-Based PSUs | 1/3/2024 | 4,518 | $400,792 | Vests Jan 4, 2027 based on ROIC vs 11.9% target; 0–200% vesting scale |
Additional vesting outcomes context:
- 2025 measurement period: 0% TSR and ROIC performance-based vesting for NEOs .
- 2024 measurement period: TSR vested 54.4% below target; ROIC vested at 200% of target .
- 2022 awards results for Dickstein: 3,025 TSR-based shares forfeited on Jan 6, 2025; 2,276 ROIC-based shares vested on Feb 27, 2025 (values at 12/31/2024 of $250,137 and $188,202, respectively) .
Stock Vested in 2024
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (units) | 9,548 |
| Value Realized on Vesting ($) | $801,861 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of Mar 11, 2025) | 56,210 shares | As reported in DEF 14A |
| Shares Outstanding (as of Mar 11, 2025) | 116,964,033 | Used to derive % owned |
| Ownership as % of Shares Outstanding | ~0.048% (56,210 / 116,964,033) | Less than 1% per table notation |
| Unvested Time-Based RSUs (12/31/2024) | 8,696 shares; $719,072 market value at $82.69 | Time-based RSUs vest annually over 3 years |
| Unearned Performance-Based Shares at Target (12/31/2024) | 23,659 shares; $1,956,363 market value at $82.69 | 0–200% vesting based on TSR and ROIC |
| Stock Ownership Guidelines | 3x base salary for non-CEO NEOs | Retain 50% of after-tax shares for 2 years post-vesting |
| Compliance with Guidelines | All NEOs employed at year-end met or were otherwise in compliance | Applies to Dickstein as an NEO |
| Hedging/Pledging | Prohibited for Directors, Officers and insiders | Under Corporate Governance Guidelines |
Employment Terms
| Provision | Details |
|---|---|
| Non-Compete / Non-Solicit | Non-compete: 1-year post-employment prior to change in control; 2 years following change in control (applies to all other NEOs; CEO terms differ) |
| Termination for Cause | Base salary through termination date and vested benefits only |
| Voluntary Termination/Retirement | Base salary through date; pro-rated bonus (actual for Dickstein); vested benefits |
| Death or Disability | Pro-rated bonus mandatory (actual for Dickstein); disability benefit equals 75% of base salary for NEOs other than CEO, plus vested benefits |
| Termination Without Cause (pre-CIC) | Lump-sum payment equal to annual base salary, plus pro-rated actual bonus and vested benefits (for Dickstein) |
| Change in Control (CIC) – Double Trigger | Lump-sum payment equal to 3x base salary plus 3-year average bonus; acceleration of time-based awards; performance-based awards vest based on performance through CIC date; 280G cutback vs best-net election |
Potential payments (as of 12/31/2024):
| Scenario | Salary ($) | Bonus ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Termination upon Retirement/Disability/Death | — | $910,000 | $719,072 | $1,629,072 |
| Termination without Cause prior to CIC | $650,000 | $910,000 | — | $1,560,000 |
| Termination without Cause or Good Reason after CIC | $1,950,000 | $1,535,485 | $2,675,435 | $6,160,920 |
Notes: Equity acceleration/valuation follows company policy and market values disclosed; 280G excise tax handling via cutback/best-net provision .
Pension and Deferred Benefits
| Plan | Years of Credited Service | Present Value of Accumulated Benefit ($) |
|---|---|---|
| U.S. Pension Plan | 17 | $627,443 |
| Restoration Plan (Supplemental) | 17 | $1,305,029 |
Plan mechanics: Restoration Plan benefits bridge statutory limits by including target bonus in pensionable earnings for calculation purposes .
Compensation Structure Analysis
- Mix and emphasis: Non-CEO NEO compensation targets set toward peer median; significant emphasis on equity and performance-based pay; two-thirds of long-term awards are performance-based (TSR relative to Dow Jones U.S. Containers & Packaging Index and ROIC vs 11.9% target) .
- Options: No stock options granted in 2024 (no option-like instruments) .
- Pay-for-performance outcomes: Corporate-level NEO bonuses paid at 200% of target for 2024; performance share vestings have shown variability with periods of forfeiture and below-target TSR outcomes, underscoring at-risk pay structure .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay Vote (on 2023 compensation): Over 96% approval; committee maintained approach for 2024 .
- Ownership-oriented program: Ongoing focus on stock-based and performance-based compensation, with retention and alignment via multi-year vesting and ownership/retention guidelines .
Investment Implications
- Alignment: Strong alignment via ownership guidelines (3x salary), mandatory two-year holding of 50% of after-tax vested shares, and prohibition on hedging/pledging—reduces misalignment risk and discourages short-term trading behaviors by insiders .
- Retention: Material unvested equity through Jan 2027 (time-based and performance-based) creates retention hooks; severance and CIC protections include 3x base + 3-year average bonus and equity vesting mechanics, balancing retention and shareholder alignment .
- Performance signal: 2024 corporate metrics exceeded targets, yielding 200% of target bonuses; however, recent TSR performance outcomes include 0% vesting in the 2025 measurement period and below-target TSR vesting in 2024, highlighting sensitivity of equity payouts to stock performance versus peers .
- Liquidity/vesting calendar: Known vesting dates (Jan 5, 2026; Jan 4, 2027) for time-based RSUs and potential PSU vesting on Jan 4, 2027 may create predictable periods of increased insider settlement activity, subject to trading windows and policy constraints .