Andrea Funk
CROWN HOLDINGSAbout Andrea Funk
Andrea J. Funk, age 55, is an independent director of Crown Holdings (CCK) since 2017 and currently serves as Executive Vice President and Chief Financial Officer of EnerSys; she is a former Chief Executive Officer of Cambridge‑Lee Industries . Her background spans financial reporting, corporate finance and capital markets, treasury, capital allocation, risk management, operations, investor relations, M&A, strategic planning, and public accounting; she is designated an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cambridge‑Lee Industries | Chief Executive Officer | Not disclosed | Led manufacturing/distribution business; experience cited in finance, operations, capital allocation |
| Public accounting (prior) | Professional | Not disclosed | Enhances audit committee contributions; supports “audit committee financial expert” designation |
External Roles
| Organization | Type | Role | Tenure/Date | Notes |
|---|---|---|---|---|
| EnerSys | Public company | EVP & CFO | Current per 2025 proxy | NYSE‑listed manufacturing company experience supports finance and operations oversight |
| Ecore International | Private company | Director | Through March 2024 | Crown made ordinary‑course purchases; Board determined relationship not disqualifying for independence |
Board Governance
- Committee assignments: Audit Committee (member), Compensation Committee (member), Executive Committee (member) .
- Committee chairs: Audit Committee chaired by B. Craig Owens; Compensation Committee chaired by Marsha Williams effective February 27, 2025 .
- Audit Committee scope: oversight of financial accounting, internal controls, ESG, and information security; 8 meetings in 2024 .
- Compensation Committee scope: executive compensation, succession planning, human capital oversight; 4 meetings in 2024 .
- Independence: The Board determined Ms. Funk is independent under NYSE standards; it considered her Ecore role and ordinary‑course purchases, which did not trigger disqualifying criteria .
- Attendance: In 2024, the Board held 6 meetings; each Director attended at least 75% of aggregate Board and committee meetings and attended the Annual Meeting .
- Executive sessions: Independent Directors meet in executive session regularly; Board has Independent Lead Director structure .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | Cash fees; may be deferred at prime rate under Deferred Compensation Plan |
| Stock Awards | $160,000 | Common stock grant paid quarterly; number of shares determined by average closing prices after quarterly results release; deferral option available |
| Total | $285,000 | Sum of cash fees and stock awards |
Fee schedule for non‑employee directors (2025 policy reference for context): base cash fee $100,000; equity grant $160,000; committee fees—Audit Chair $25,000, Audit Member $15,000, Compensation/NCG Chair $20,000, Compensation/NCG Member $10,000; Independent Lead Director fee $35,000 .
Performance Compensation
- Non‑employee director compensation consists of cash retainers and time‑based common stock grants; no performance‑based metrics (e.g., TSR, EBITDA, revenue) are disclosed for director pay .
| Performance Metric | Definition | Applies to Non‑Employee Directors | Evidence |
|---|---|---|---|
| TSR, revenue, EBITDA, ESG goals | Typical performance metrics for executive pay | Not disclosed/applicable | Director compensation described as cash plus time‑based stock; no performance metrics stated |
Other Directorships & Interlocks
| Company/Entity | Relationship Type | Nature of Interlock/Transaction | Board Conclusion |
|---|---|---|---|
| Ecore International (private) | External directorship (through Mar 2024) | Crown made ordinary‑course purchases of rubber matting/other products from Ecore | Not within NYSE disqualifying criteria; independence maintained |
Expertise & Qualifications
- Financial reporting, corporate finance/capital markets, treasury, capital allocation, risk management, operations, investor relations, M&A, strategic planning; prior public accounting experience .
- SEC “audit committee financial expert” designation; serves on Audit and Compensation Committees .
Equity Ownership
| Item | Value | As‑of | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 15,530 | March 11, 2025 | Sole voting/dispositive power noted for directors/executives in table |
| % of Outstanding Shares | <1% | March 11, 2025 | Based on 116,964,033 shares outstanding |
| Shares Outstanding (basis) | 116,964,033 | March 11, 2025 | Basis for percentage |
| Ownership Guidelines | ≥5x cash base annual director fee after 5 years | Policy statement | Each independent Director with ≥5 years met guideline as of March 11, 2025; Ms. Funk joined Board in 2017 (≥5 years) |
| Pledging/Hedging | Prohibited for Directors/Insiders | Ongoing | Anti‑pledging and anti‑hedging in Corporate Governance Guidelines |
Governance Assessment
- Strengths: Independent status affirmed; extensive CFO/CEO background with SEC financial expert designation; dual committee membership (Audit and Compensation) aligns with finance and human capital oversight; audit scope includes ESG and information security; attendance and Annual Meeting participation; ownership guideline compliance; anti‑pledging/hedging policy .
- Potential conflicts (monitored): Prior directorship at Ecore International with ordinary‑course purchases by Crown; Board evaluated and concluded non‑disqualifying under NYSE standards (no related‑party red flag flagged by the Board) .
- Compensation alignment: Director compensation balanced between cash and time‑based equity; benchmarking at 50th percentile using Pay Governance LLC; no performance metrics tied to director pay (standard for non‑employee directors) .
No Form 4 insider trading activity for Ms. Funk is disclosed in the proxy statement; for live transaction analysis, review Form 4 filings separately. Director compensation and ownership details above reflect proxy disclosures .