Craig Owens
CROWN HOLDINGSAbout B. Craig Owens
Independent director since 2019; age 70. Former Chief Financial Officer and Chief Administrative Officer of Campbell Soup Company; designated “audit committee financial expert,” with more than 15 years of senior-level responsibility for information security and completion of a director-level information security certification. Serves as Audit Committee Chair at Crown and is a director at another NYSE-listed company (AptarGroup). The Board has determined he is independent under NYSE listing standards; all directors except the CEO are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Campbell Soup Company | Former CFO & Chief Administrative Officer | Not disclosed | Senior finance leadership; extensive experience in financial reporting, accounting, capital markets, strategy, supply chain, and information security |
| Leading international grocery retailer | Former CFO | Not disclosed | Retail industry expertise from CFO role; contributes to audit and risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AptarGroup (NYSE) | Director | Not disclosed | Public company governance; packaging industry experience |
| J.C. Penney Company | Former Director | Not disclosed | Retail governance experience (prior) |
Board Governance
- Committee assignments: Audit Committee Chair; member of the Executive Committee. Audit Committee members are all independent; Owens is designated an “audit committee financial expert.” Audit Committee held eight meetings in 2024.
- Board independence and attendance: All directors standing for election other than the CEO are independent; the Board held six meetings in 2024 and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Lead Independent Director: Stephen J. Hagge named Independent Lead Director and Chair of Nominating and Corporate Governance in February 2025.
- Audit Chair authorities: Under the Audit Committee Charter, the Chair may pre-approve services up to $250,000 per transaction; in 2024 the Chair approved services totaling approximately $232,507.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 | Directors may defer cash; deferred balances accrue interest at the prime rate until distribution |
| Equity Grant – Stock Awards ($) | $160,000 | Annual grant of Company common stock paid quarterly under the 2022 Stock-Based Incentive Compensation Plan; directors may defer stock awards; deferred amounts paid in cash and credited with dividends |
| Total ($) | $285,000 | 2024 director compensation summary |
| 2025 Structure – Cash Base Fee ($) | $100,000 | Applied to non-employee directors in 2025 |
| 2025 Structure – Equity Grant ($) | $160,000 | Annual equity grant |
| 2025 Committee Chair/Member Fees ($) | Audit Chair $25,000; Audit Member $15,000; Compensation/Nominating Chair $20,000; Compensation/Nominating Member $10,000 | Supplemental cash committee fees |
| 2025 Lead Independent Director Fee ($) | $35,000 | Supplemental cash fee |
Compensation benchmarking: The Board uses Pay Governance LLC peer data and targets the 50th percentile for total cash and total direct compensation as a market check for directors.
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director Equity Grant | $160,000 of common stock paid quarterly; number of shares each quarter based on average closing price on the 2nd–6th business days after quarterly results release | None disclosed for directors (annual common stock grants; no PSU/TSR metrics tied to director compensation) |
Other Directorships & Interlocks
| Company | Sector/Relationship | Role | Potential Interlock Considerations |
|---|---|---|---|
| AptarGroup (NYSE) | Packaging | Director | Packaging industry overlap; Crown’s Board determined independence and disclosed no disqualifying related-party transactions for Owens in 2025 |
Related-party review: The Board assessed affiliations and ordinary-course transactions for certain directors and found none that met NYSE disqualifying criteria; Owens was not identified with any related-party transactions in this assessment.
Expertise & Qualifications
- Finance and accounting: Extensive CFO experience in consumer food and beverage; qualified “audit committee financial expert.”
- Information security: 15+ years of senior-level information security responsibility; completed director-level certification.
- Operations and supply chain: Significant experience managing supply chain organizations and business integration.
- Retail industry: CFO experience at a leading international grocery retailer.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Details |
|---|---|---|---|
| B. Craig Owens | 11,532 | <1% (based on 116,964,033 shares) | Includes 2,000 shares held by The B Craig Owens Rev Trust U/A 1/25/08; Owens is trustee and beneficiary |
| Directors & Executive Officers (17) | 1,067,962 | 0.9% | Group total |
- Stock ownership guidelines: After five years on the Board, independent directors are expected to own Company stock equal to at least five times the cash base annual director’s fee; as of March 11, 2025, each director with five or more years of service met the minimum. Owens joined in 2019, placing him in the guideline cohort as of 2025.
- Anti-pledging and anti-hedging: Company prohibits all forms of pledging or hedging of Company common stock by directors, officers, and insiders.
Governance Assessment
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Strengths
- Audit Committee leadership: As Chair, Owens oversees financial reporting, internal controls, auditor independence, and has targeted authority for service pre-approvals; the committee held eight meetings in 2024 and reported to the Board recommending inclusion of audited financials in the 2024 Form 10-K.
- Independence and attendance: Owens is independent; Board-wide attendance met or exceeded the 75% threshold, and all directors attended the Annual Meeting.
- Ownership alignment: Meets director ownership guidelines at 5x base fee after 5 years; anti-hedging/anti-pledging policies in place.
- Compensation mix: Majority equity by value ($160k stock vs $125k cash) fosters alignment; quarterly grant cadence tied to market prices, with optional deferral.
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Potential Risks/RED FLAGS to Monitor
- Industry interlock: Service on AptarGroup’s board implies packaging-industry overlap; while the Board affirmed independence and disclosed no disqualifying relationships for Owens, investors should monitor for any evolving commercial ties between Crown and AptarGroup.
- Director equity structure: Grants are time-based common stock without explicit performance conditions; alignment relies on market exposure rather than performance metrics.
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Not observed
- No related-party transactions disclosed for Owens; no pledging or hedging permitted; no independence exceptions applicable to Owens.