Gerard Gifford
CROWN HOLDINGSAbout Gerard Gifford
Gerard H. “Jerry” Gifford has been with Crown Holdings since 1983 and served as Executive Vice President and Chief Operating Officer (COO) since 2017; effective July 1, 2025 he transitions to Executive Vice President and Chief Administrative Officer ahead of a planned retirement in early 2026 . Crown’s compensation program ties his pay to economic profit, modified operating cash flow (MOCF), relative TSR vs. the Dow Jones U.S. Containers & Packaging Index, and ROIC; corporate-level NEOs (including COO) earned 200% of target bonus in 2024 as both MOCF and economic profit exceeded targets, while recent PSU vesting showed 0% on TSR for the 2022–2024 cycle and below-target TSR vesting in 2024, with mixed ROIC outcomes . Company performance context: FY2024 revenue was $11.80B*, EBITDA $1.898B*, and net income $424M, with record reportable Segment Income of $1.65B in 2024 (second straight record) * .
Values with asterisk (*) retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crown Holdings | EVP & Chief Operating Officer | 2017–2025 | Global operations leadership; prior roles leading Europe and North America beverage . |
| Crown Holdings | EVP & Chief Administrative Officer | 2025–2026 (planned) | Transition role through planned retirement early 2026 . |
| Crown Holdings | President, European Division | Not disclosed | Led European operations; part of long-term operating leadership bench . |
| Crown Holdings | Leader, North American Beverage can business | Not disclosed | Led NA beverage can operations; customer and operations focus . |
External Roles
No external directorships or committee roles for Mr. Gifford were disclosed in the latest proxy or 8-Ks .
Fixed Compensation
- 2024 base salary: $930,000 .
- Ownership and holding policies: NEOs must hold stock equal to 3x salary; until met, must retain 50% of after-tax shares from vestings, and then hold 50% for two years; hedging and pledging prohibited. Company states all NEOs were in compliance at year-end .
Multi-year compensation (Summary Compensation Table):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $805,000 | $875,000 | $930,000 |
| Stock Awards (grant-date fair value) | $1,972,140 | $3,018,757 | $3,208,511 |
| Non-Equity Incentive Plan (Annual Bonus) | $279,134 | $1,401,094 | $2,046,000 |
| Change in Pension Value | $0 | $0 | $0 |
| All Other Compensation | $10,015 | $5,223 | $42,598 (incl. FICA on SERP valuation change $37,423; 401(k) $5,175) |
| Total Compensation | $3,066,289 | $5,300,074 | $6,227,109 |
Performance Compensation
Annual Incentive (Economic Profit Plan) – structure and 2024 results:
- Metrics: Economic Profit and Modified Operating Cash Flow (MOCF); cost of capital set at 9% for 2024; payouts capped at 200% of target and determined per pre-set weighting formula .
- For corporate-level NEOs (including COO), 2024 payouts were 200% of target (component achievements: ~125% each on MOCF and Economic Profit before cap) .
2024 targets and actuals used for NEOs (company-level metrics for COO):
| Metric | Threshold | Target | Actual |
|---|---|---|---|
| Economic Profit (USD mm) | $455.8 | $569.8 | $639.3 |
| MOCF (USD mm) | $1,104.0 | $1,380.0 | $1,692.3 |
Bonus opportunity and payout (2024):
| Item | Value |
|---|---|
| Target bonus % of salary | 110% (raised from 105% in 2024) |
| Target bonus amount | $1,023,000 |
| Actual bonus paid | $2,046,000 (200% of target) |
Long-Term Incentives (equity mix, metrics, and vesting):
- Mix: ~2/3 performance-based restricted stock (PSUs) and ~1/3 time-based restricted stock (RSUs) .
- PSU metrics: 50% relative TSR vs. DJ US Containers & Packaging Index; 50% ROIC vs absolute target; 3-year performance period; vesting up to 200% per schedules (e.g., TSR percentiles and ROIC bands) .
- 2025 outcome for 2022–2024 PSUs: TSR portion paid 0%; ROIC 30% below target; 2024 vestings showed TSR 54.4% below target and ROIC 200% (for 2021 grant), underscoring mixed long-term performance alignment .
2024 equity grants (Jan 3, 2024):
| Type | Shares | Vesting | Metric/Period | Grant-date FV |
|---|---|---|---|---|
| PSUs (target) | 22,751 | Cliff vest in 2027 | 50% TSR vs DJUSCP; 50% ROIC; 1/1/2024–12/31/2026 | Included in total below |
| Time-based RSUs | 11,922 | 1/6/2025; 1/5/2026; 1/4/2027 | n/a | $3,208,511 total stock awards (PSUs+RSUs) |
Outstanding equity at 12/31/2024:
| Category | Shares | Market Value |
|---|---|---|
| Unvested time-based RSUs | 22,226 | $1,837,868 (at $82.69 on 12/31/24) |
| Unearned PSUs (target) | 57,797 | $4,779,234 (at $82.69 on 12/31/24) |
| Options | None outstanding (no option grants) |
Clawbacks and safeguards:
- Clawback/Recovery: 2023 NYSE-compliant policy to recover erroneously awarded incentive comp post-restatement without regard to misconduct; prior discretionary clawbacks on misconduct remained .
- Anti-hedging/anti-pledging: Prohibited for directors/officers/insiders .
Equity Ownership & Alignment
Beneficial ownership (common stock):
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Mar 12, 2024 | 138,918 | <1% (120,794,273 out.) |
| Mar 11, 2025 | 147,817 | <1% (116,964,033 out.) |
Ownership policy and compliance:
- Guideline: 3x base salary for NEOs; 50% after-tax retention from vestings; 2-year holding period on 50% of net shares; all NEOs in compliance at year-end .
- Hedging/pledging: Prohibited (reduces alignment risk) .
Near-term selling pressure and vesting calendar:
- Time-based RSUs vest annually; relevant dates 1/6/2025, 1/5/2026, 1/4/2027; PSUs cliff vest after 3 years (2023 award in 2026; 2024 award in 2027), subject to performance; 2022 cycle TSR forfeited on 1/6/2025, ROIC vested 2/27/2025 .
- Retirement treatment: Time-based RSUs accelerate upon retirement with Committee approval; PSUs remain outstanding subject to performance; no PSU payout assured .
Employment Terms
Key agreements and protections:
- Severance (no CIC): If terminated without Cause, Gifford receives base salary (1x), a pro-rated bonus at target, and vested benefits .
- Change-in-Control (CIC) + qualifying termination (double trigger): Lump sum equal to 3x (base salary + average bonus over prior 3 years); all time-based RSUs vest; PSUs vest pro-rata based on performance to CIC; 280G best-net cutback applies; SERP/Restoration benefits paid within 10 business days post-CIC .
- Non-compete/non-solicit: One-year post-employment pre-CIC; two-year post-CIC for NEOs .
Estimated payments (as of 12/31/2024):
| Scenario | Salary | Bonus | Accelerated Equity | Total |
|---|---|---|---|---|
| Retirement/Disability/Death | — | $1,023,000 | $1,837,868 | $2,860,868 |
| Terminated w/o Cause (pre-CIC) | $930,000 | $1,023,000 | — | $1,953,000 |
| Qualifying Termination post-CIC | $2,790,000 | $3,162,228 | $6,617,102 | $12,569,330 |
Other governance:
- No tax gross-ups in executive employment agreements; company policy limits cash severance >2.99x salary+target bonus without shareholder ratification .
Performance & Track Record
Crown financial performance (context for pay-for-performance):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $12,943,000,000 * | $12,010,000,000* | $11,801,000,000 * |
| EBITDA (USD) | $1,746,000,000* | $1,820,000,000* | $1,898,000,000* |
| Net Income (USD) | $727,000,000 | $450,000,000 | $424,000,000 |
- Record reportable Segment Income of $1.65B in 2024, second consecutive record, cited by the Compensation Committee in evaluating performance .
- Say-on-Pay: 96% approval at the 2024 Annual Meeting (on 2023 NEO pay), supporting the pay design continuity into 2024 .
Values with asterisk (*) retrieved from S&P Global.
Compensation Structure Analysis
- Cash vs equity mix: For NEOs (ex-CEO), target total cash and total direct compensation set near the peer group median; equity is a substantial component, with ~2/3 performance-based .
- Shift to RSUs vs options: Company does not grant options; equity delivered via time-based and performance-based restricted stock (lower option risk, more line-of-sight retention) .
- Metric rigor: 2024 economic profit used a 9% cost of capital (above actual WACC), supporting hurdle rigor; TSR measured vs DJUSCP peer index; ROIC absolute targets with 0–200% vesting scale .
- Payout sensitivity: Corporate-level 2024 bonus outcomes at 200% reflect strong MOCF and economic profit; PSU vestings show real downside (0% TSR in 2025; prior TSR payout below target), demonstrating negative alignment when relative performance lags .
- Clawback and no hedging/pledging strengthen accountability and alignment .
Equity Ownership & Alignment (Detail)
- Beneficial ownership: 147,817 shares as of Mar 11, 2025 (<1% of 116,964,033 outstanding) .
- Unvested holdings: 22,226 time-based RSUs and 57,797 target PSUs at 12/31/2024 (market value $6.62M at $82.69), creating structured, performance- and time-contingent exposure .
- Guideline compliance: Company states all NEOs complied with 3x-salary ownership guideline and retention requirements .
Say-on-Pay & Peer Benchmarks
- Say-on-Pay: 96% FOR in 2024; Committee maintained approach .
- Compensation peer group (20 companies, incl. Amcor, Ball, Berry Global, International Paper, Avery Dennison, Packaging Corp. of America, PPG, Sherwin-Williams, Sonoco, WestRock, etc.), with target total direct compensation set around the middle of peers; TSR comparisons use DJ US Containers & Packaging Index constituents .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces alignment risk) .
- No tax gross-ups in executive agreements (shareholder-friendly) .
- Option repricing/modification: none disclosed; no options granted .
- Clawback compliant with NYSE rules; broader recovery rights noted .
Employment & Retirement Benefits
- Pension/SERP/Restoration participation: Present value at 12/31/2024—Pension Plan: $1,633,498; SERP/Restoration: $11,929,881; 42 credited years; benefits vested .
- SERP pays lump sum; Restoration offsets SERP; benefits are interest-rate sensitive; post-CIC lump sums paid within 10 business days .
Investment Implications
- Alignment: Strong pay-for-performance design (rigorous EP/MOCF, ROIC and relative TSR), clawback coverage, and anti-hedging/pledging bolster alignment; near-term vesting and 3x ownership/retention rules temper selling pressure .
- Execution risk: Mixed TSR outcomes (including 0% vest for 2022–2024 TSR PSU) signal market-relative underperformance risk even as operational metrics and Segment Income set records; ROIC achievements have been stronger than TSR in recent cycles .
- Transition/retention: Gifford’s planned retirement and 2025 role transition reduce key-man risk given designated successor (Novaes) and structured vesting; some time-based RSU acceleration may occur upon retirement under policy, but two-year holding and 50% after-tax retention requirements mitigate immediate selling .
- Downside protection discipline: No options and no gross-ups, plus best-net 280G cutback and severance caps (2.99x policy) contain cash outflows in change-in-control scenarios .
Notes: Values with asterisk (*) retrieved from S&P Global.