Caesar Sweitzer
CROWN HOLDINGSAbout Caesar Sweitzer
Caesar F. Sweitzer (age 74) has served as an independent director of Crown Holdings, Inc. since 2014. He spent over 35 years in finance, primarily as an investment banker focused on industrial companies, and is designated an “audit committee financial expert” under SEC rules . He is currently identified as a former Senior Advisor and Managing Director of Citigroup Global Markets; education details are not disclosed in the proxy (the company notes educational backgrounds are on its website) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Global Markets | Senior Advisor and Managing Director (former) | Not disclosed | 35+ years finance experience; investment banking focus on industrials; qualifies as audit committee financial expert |
External Roles
No current public company directorships or committee roles are disclosed for Mr. Sweitzer in the proxy; other directors list external boards, but none are listed for him .
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent under NYSE listing standards; Sweitzer is an independent director .
- Committees: Audit Committee (member, designated financial expert), Executive Committee (member), Nominating & Corporate Governance Committee (member) .
- Committee activity: Audit Committee held eight meetings in 2024; oversight includes financial reporting, internal controls, ESG and information security .
- Attendance: In 2024, the Board met six times; each director attended at least 75% of Board and committee meetings and attended the Annual Meeting .
- Board leadership: Combined Chair/CEO structure with robust independent oversight via Lead Independent Director (Stephen Hagge, appointed Feb 2025), who presides over executive sessions and has defined duties for agendas, information flow, and evaluations .
- Meeting fees: No Board or committee meeting attendance fees; no fees for Executive Committee service; travel expenses reimbursed .
Fixed Compensation
2024 non-employee director compensation (Sweitzer):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards (Company Common Stock; paid quarterly) | $160,000 |
| Total | $285,000 |
2025 director fee schedule (non-employee):
| Component | Amount (USD) |
|---|---|
| Cash Base Fee | $100,000 |
| Equity Grant (Company Common Stock) | $160,000 |
| Audit Committee – Chair | $25,000 |
| Audit Committee – Member | $15,000 |
| Compensation or Nominating & Corporate Governance – Chair | $20,000 |
| Compensation or Nominating & Corporate Governance – Member | $10,000 |
| Independent Lead Director Fee | $35,000 |
Additional cash/equity administration:
- Directors may defer cash fees; deferred amounts accrue interest at the prime rate until distribution .
- 2024 equity was paid quarterly in $160,000 of common stock under the 2022 Stock-Based Incentive Compensation Plan; shares each quarter are based on the average closing price following earnings releases; directors may defer stock grants, with dividends credited on deferrals .
Performance Compensation
Directors do not receive performance-based incentives; annual director equity grants are time-based common stock (paid quarterly) with optional deferral and dividend credits; no options, PSUs, or bonus metrics are disclosed for directors .
| Item | Detail |
|---|---|
| Annual Director Equity | $160,000 in Company Common Stock; paid quarterly; shares based on post-earnings average closing price |
| Deferral Mechanics | Cash deferrals accrue prime-rate interest; stock deferrals credited with dividends; payouts at departure (lump sum or 5/10-year installments) |
| Meeting/Exec Committee Fees | None; Executive Committee service has no additional fees |
Other Directorships & Interlocks
- No related-party transactions or affiliations were cited for Mr. Sweitzer in the 2025 independence review; the Board reviewed ordinary-course transactions for several other directors and found none disqualifying under NYSE rules .
Expertise & Qualifications
- Finance and investment banking expertise with industrial companies; packaging industry knowledge; SEC-designated audit committee financial expert .
- Participation on Audit, Executive, and Nominating & Corporate Governance Committees supports oversight of financial reporting, risk, ESG, and board composition .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (Common Stock) | 22,880 shares |
| % of Outstanding Shares | * Less than 1% (based on 116,964,033 shares outstanding) |
| Stock Ownership Guideline (Directors) | After five years, own Company stock valued at least 5x cash base annual director fee |
| Compliance Status | As of March 11, 2025, each director with ≥5 years of service met the guideline (Sweitzer qualifies) |
| Anti-Pledging/Hedging | Directors are prohibited from hedging or pledging Company stock |
Recent Insider Trades (Form 4 and aggregators)
| Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| Feb 14, 2025 | Acquisition (Non-Open Market), Direct | 414 | $96.804 | $23,294 | |
| Jul 30, 2025 | Award | 389 | $103.01 | $40,071 | |
| Oct 29, 2025 | Stock Award (Grant) | 389 | $98.76 | $40,095 |
Governance Assessment
- Alignment and independence: Sweitzer is independent, a designated audit committee financial expert, and serves on three key committees—supporting effective oversight of financial reporting, risk, and governance .
- Attendance and engagement: Board met six times in 2024; all directors met at least the 75% attendance threshold and attended the Annual Meeting, indicating baseline engagement .
- Pay structure: 2024 director pay is balanced with a significant equity component (~56% of total), quarterly grants in common stock, and no meeting fees; optional deferral features and dividend credits promote long-term orientation without performance gaming risk .
- Ownership alignment: Directors with ≥5 years (includes Sweitzer) meet the 5x base fee ownership guideline; anti-pledging and anti-hedging policies are in place, reducing misalignment and risk .
- Conflicts: Independence review cited ordinary-course transactions for other directors but none for Sweitzer; no related-party red flags identified for him .
- Structural consideration: Combined Chair/CEO role introduces a potential governance concentration; mitigants include robust Lead Independent Director authority and fully independent key committees .
RED FLAGS
- Combined Chair/CEO structure persists; while mitigated by an empowered Lead Independent Director, investors may monitor effectiveness of independent oversight in practice .
- No individual director-level disclosure of exact committee attendance rates beyond the 75% threshold; transparency could be improved for evaluating individual engagement .
Compensation Benchmarking Notes
- Director compensation is benchmarked by Pay Governance LLC; Crown targets the peer group’s 50th percentile for total cash and total direct compensation for directors, tempering pay inflation risk .
Say-on-Pay & Shareholder Feedback (context)
- Say-on-Pay received over 96% approval at the 2024 Annual Meeting, indicating general investor support for compensation practices; while focused on NEOs, it signals broader governance confidence .