Dwayne Wilson
CROWN HOLDINGSAbout Dwayne Wilson
Dwayne A. Wilson is an independent director of Crown Holdings, Inc. (CCK), serving since 2020. He is 66 years old and previously spent over 36 years in senior management at Fluor Corporation, bringing expertise in manufacturing, technology, operational excellence, and engineering; education details are referenced on the company’s website but not specified in the proxy . He is currently a member of CCK’s Audit Committee and is deemed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Senior Vice President | 36+ years (prior to joining CCK board) | Senior operational and engineering leadership; broad end-market exposure |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sterling Infrastructure | Director | Not disclosed | External public company directorship |
| Ingredion Incorporated | Director | Not disclosed | External public company directorship; independence review considered ordinary-course purchases from Ingredion |
| DT Midstream | Director | Not disclosed | External public company directorship |
Board Governance
- Committee assignments: Audit Committee member (A); no committee chair role disclosed for Wilson. Audit Committee had 8 meetings in 2024, with oversight of financial accounting, internal controls, ESG, and information security; all Audit Committee members are independent .
- Attendance: In 2024, the Board met 6 times; each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 Annual Meeting .
- Independence: Board determined Wilson is independent under NYSE standards; independence review acknowledged his role at Ingredion and ordinary course purchases from Ingredion, none of which triggered disqualifying criteria .
- Board leadership: CEO serves as Chairman; Independent Lead Director (Stephen Hagge) presides over executive sessions and has broad duties; key committees consist solely of independent directors .
- Director stock ownership guidelines: After 5 years of service, independent directors are expected to own stock worth at least 5× the cash base annual director’s fee; as of March 11, 2025, each director with ≥5 years met the guideline; pledging/hedging of company stock is prohibited .
Fixed Compensation
| Year | Cash Fees ($) | Committee Fee Structure | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | 115,000 | Not itemized per director; Audit Chair $25k, Audit member $15k; Comp/NCG Chair $20k, member $10k (2025 schedule) | None; no board/committee meeting attendance fees | Directors reimbursed for travel |
| 2025 (Schedule) | 100,000 base | Audit Chair $25k; Audit members $15k; Comp/NCG Chair $20k; Comp/NCG members $10k; Lead Independent Director $35k | None | Applies to non-employee directors |
Performance Compensation
| Year | Equity Grant Type | Grant Value ($) | Grant Mechanics | Performance Metrics |
|---|---|---|---|---|
| 2024 | Company Common Stock (director equity) | 160,000 | Paid quarterly; shares based on average closing price on 2nd–6th business days after quarterly results release; deferrable to termination with dividends credited | None; director equity is not tied to TSR/ROIC. Executive performance metrics (for NEOs): MOCF, economic profit (annual), relative TSR vs DJUSCP, ROIC (LTIs) |
- Deferred compensation elections: Wilson elected to defer his 2024 stock award; the proxy notes he deferred “$120,000” in stock awards and also states he “elected to defer 100%” of the 2024 stock award, credited to his Deferred Stock Account; dividends are credited on payment dates. We flag this inconsistency for monitoring .
Other Directorships & Interlocks
| Company | Relationship to CCK | Description | Independence Outcome |
|---|---|---|---|
| Ingredion Incorporated | Supplier to CCK | Ordinary course purchases of dry bag material for adhesive used in corrugated paper and products purchased for re-sale | Board concluded relationship does not fall within NYSE disqualifying criteria; Wilson remains independent |
Expertise & Qualifications
- Deep operating and engineering experience from Fluor; knowledge across diverse end markets; contributions in manufacturing, technology, operational excellence, engineering .
- Education: referenced on company website; not disclosed in the proxy .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vesting Status | Pledging/Hedging |
|---|---|---|---|---|
| Dwayne Wilson | 5,512 | <1% (per table notation) | Not specified | Prohibited by corporate governance guidelines |
- Outstanding shares used for percentage derivation: 116,964,033 as of March 11, 2025 .
Governance Assessment
- Board effectiveness: Wilson adds relevant operating and engineering expertise; active participation on the Audit Committee aligns with CCK’s emphasis on financial controls and information security oversight .
- Independence & attendance: Independent under NYSE standards; attendance thresholds met; annual meeting attended .
- Ownership alignment: Director equity retainer plus five-year stock ownership guidelines create alignment; anti-pledging/hedging policy removes a key misalignment risk .
- Compensation structure: Director pay mix is balanced between cash and equity (2024: $115k cash, $160k equity); absence of meeting fees and deferral capability suggests long-term orientation but monitor deferral disclosures for clarity .
- Shareholder signals: Say-on-Pay support >96% in 2024 indicates broad investor acceptance of pay practices (for executives), indirectly supportive of board oversight quality .
RED FLAGS and Watch Items
- Related-party consideration: Purchases from Ingredion (where Wilson is a director) are ordinary course and did not affect independence, but this is a recurring area to monitor for changes in scope or pricing that could become material .
- Disclosure inconsistency: Proxy notes both “$120,000 deferred” and “100% of 2024 stock award deferred”; reconcile in future filings or via investor relations to maintain clarity on director deferrals .
Insider trading and Form 4 activity for Wilson at CCK was not found via available tools in this environment; we attempted targeted searches but did not retrieve Form 4 records. We recommend monitoring SEC EDGAR and using specialized insider trade datasets for updates. [No matching records found via search]