Kevin Clothier
CROWN HOLDINGSAbout Kevin Clothier
Kevin C. Clothier is Senior Vice President and Chief Financial Officer of Crown Holdings (CCK), a role he has held since 2022; he also became Interim Chief Accounting Officer effective August 25, 2025 . He is 56 years old as disclosed in the company’s FY2024 10-K . Under his tenure, annual cash incentive metrics materially exceeded targets in 2024 (economic profit actual $639.3m vs $569.8m target; modified operating cash flow actual $1,692.3m vs $1,380.0m target), driving a 200% of target bonus payout for NEOs including the CFO . Long-term incentive performance calibration shows high sensitivity to value creation: 2024 vestings paid 0% of TSR-based awards and 70% of ROIC target (i.e., 30% below target) for the 2025 measurement cycle; in 2024, TSR vested well below target while ROIC vested at 200% of target, reflecting programmatic pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Crown Holdings, Inc. | Senior Vice President & Chief Financial Officer | 2022–present | Principal financial officer; certifies SEC filings and oversees capital markets and financial reporting . |
| Crown Holdings, Inc. | Interim Chief Accounting Officer (in addition to CFO) | 2025–present | Added principal accounting officer duties after Controller resignation; maintains CFO role . |
| Crown European Holdings S.A. (affiliate) | Administrateur/DG Délégué (signatory on financing) | 2025 | Officer signatory on Euro notes/indenture, evidencing capital markets and treasury involvement . |
| Crown Financial Corporation (affiliate) | President | 2025 | Subsidiary officer role as part of financing/guarantee structure . |
| Crown Cork & Seal Company (DE), LLC (affiliate) | Vice President | 2025 | Subsidiary officer role tied to financing and guarantees . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Crown UK Holdings Limited (affiliate) | Director | 2025 | Subsidiary directorship per financing documents; no public company external boards disclosed in the provided filings . |
Fixed Compensation
Multi-year summary compensation (as reported in the Proxy Statement):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $535,000 | $600,000 | $750,000 |
| All Other Compensation | $4,575 | $4,950 | $18,521 (includes $5,175 401(k) match and $13,346 FICA on change in SERP valuation) |
2024 base salary table for NEOs (for context): Kevin Clothier $750,000 .
Performance Compensation
Annual Incentive (Economic Profit Incentive Plan – “EP Plan”)
| Element | 2024 Target | 2024 Actual |
|---|---|---|
| Target bonus (% of base salary) | 80% | — |
| Target bonus ($) | $600,000 | — |
| Actual bonus payout factor | — | 200% of target (capped; 125% attributable to each metric before cap) |
| Actual bonus ($) | — | $1,200,000 |
2024 performance measures and outcomes (company-level metrics used for CFO):
| Metric | Threshold | Target | Actual | Notes |
|---|---|---|---|---|
| Economic Profit (USD mm) | $455.8 | $569.8 | $639.3 | Payout contributed 125% before cap |
| Modified Operating Cash Flow (USD mm) | $1,104.0 | $1,380.0 | $1,692.3 | Payout contributed 125% before cap |
Weighting is determined by a pre-specified formula; the Committee may apply downward discretion; maximum payout is 200% of target .
Long-Term Equity Incentives (2024 grant)
Grant structure: approximately two-thirds performance-based (TSR vs peer index and ROIC vs company target), one-third time-based; grant-date per-share values: time-based $89.71; ROIC $88.71; TSR $100.00 .
| Award Type | Target Shares | Grant-Date Fair Value | Min–Max Shares | Vesting Terms |
|---|---|---|---|---|
| Time-based RS | 6,270 | $562,482 | N/A | 1/3 on Jan 6, 2025; 1/3 on Jan 5, 2026; 1/3 on Jan 4, 2027 |
| TSR-based PS | 5,625 | $562,500 | 0–11,250 | Vests Jan 4, 2027 based on relative TSR (2024–2026) |
| ROIC-based PS | 6,341 | $562,510 | 0–12,682 | Vests Jan 4, 2027 based on ROIC vs 11.9% 3-yr avg target (2024–2026) |
Program outcomes context:
- 2025 measurement vestings: 0% of TSR awards; ROIC awards 30% below target .
- 2024 vestings (from 2021 cycle): TSR vested at ~45.57% of target; ROIC vested at 200% of target .
Multi-year compensation mix (reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (grant-date FV) | $1,123,600 | $1,260,029 | $1,687,492 |
| Non-Equity Incentive (Cash Bonus) | $156,220 | $732,000 | $1,200,000 |
| Change in Pension Value | $0 | $592,897 | $521,183 |
| Total Compensation | $1,819,395 | $3,189,876 | $4,177,196 |
Vesting realized in 2024: 2,883 shares vested; value realized $262,633 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (3/11/2025) | 61,362 shares; less than 1% of outstanding |
| Shares outstanding (for % calc context) | 116,964,033 as of 3/11/2025 |
| Unvested time-based RS at 12/31/2024 | 10,879 shares; $899,585 market value (at $82.69 close) |
| Unearned performance shares at 12/31/2024 (target) | 28,382 shares; $2,346,908 market/payout value (at $82.69) |
| Stock options | None outstanding; company does not issue options to NEOs |
| Ownership guidelines (NEO) | 3x base salary; retain 50% after-tax shares until met; 2-year post-vest holding for 50% of after-tax shares |
| Compliance with guidelines | All NEOs at year-end either met or were otherwise in compliance |
| Hedging/pledging policy | Prohibited for Directors and Officers |
Insider trading/10b5-1: The company disclosed CEO adoption of a Rule 10b5-1 plan in Q2’25 and stated no other director or executive officer adopted/terminated a plan that quarter (i.e., none for the CFO in that period) .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | All NEOs have employment agreements; severance provided under certain terminations . |
| Severance (pre-CIC) | Termination without cause: salary $750,000 and bonus $1,200,000; total $1,950,000 (as of 12/31/2024) . |
| Change-in-control cash | Double trigger within 12 months post-CIC: lump sum 3x (base salary + average bonus over prior 3 years) . |
| CIC equity vesting | Time-based RS fully vest; performance RS vest based on performance through CIC date . |
| Estimated CIC totals (12/31/2024) | Salary $2,250,000; bonus $1,158,620; accelerated RS $3,246,492; total $6,655,112 . |
| Retirement/Death/Disability | Accelerated vesting of time-based RS; PS remain subject to performance; total estimated $2,099,585 (includes $899,585 RS value; bonus amount methodology per footnote) . |
| 280G excise handling | “Cutback or best-net” approach: reduce to avoid excise tax or pay full amount, whichever yields higher after-tax benefit . |
| Severance policy guardrail | 2023 policy not to exceed 2.99x salary+target bonus without shareholder ratification for future agreements . |
| Retirement benefits | Participant in Restoration Plan (supplemental retirement); vested; lump-sum payable post-CIC . |
| Perquisites | Limited; 2024 “All Other Comp” includes 401(k) match ($5,175) and FICA on change in SERP valuation ($13,346) . |
| Section 162(m) | Acknowledges non-deductibility beyond $1m; maintains program flexibility . |
Compensation Structure Analysis
- Shift and mix: A substantial portion of compensation remains at-risk; for NEOs (ex-CEO) targets are set near the 50th percentile of the peer group, with significant emphasis on stock-based and performance-based pay . Approximately two-thirds of LT equity value is performance-based (TSR and ROIC), increasing sensitivity to shareholder value creation .
- Annual plan rigor: 2024 EP Plan used a 9% cost of capital (above actual WACC) when calculating economic profit, increasing hurdle stringency; payouts were capped at 200% of target despite metric overachievement .
- Equity performance calibration: 2025 vesting cycle paid 0% on TSR and 70% of target on ROIC (30% below target), evidencing downside sensitivity; 2024 cycle saw TSR well below target while ROIC paid at 200% .
- Options and repricing: Company does not use stock options for NEOs; no option repricing red flags .
Governance and Committee Context (relevant to pay)
- Compensation Committee members (as of Feb 26, 2025): Stephen Hagge (Chair), Andrea Funk, James Miller, Angela Snyder, Marsha Williams; all independent; Pay Governance LLC engaged as independent advisor .
- Peer group positioning: 50th percentile used as a guidepost (not a hard target) for total cash and total direct compensation for NEOs (ex-CEO) .
Investment Implications
- Alignment: High performance leverage via two-thirds PSUs (TSR/ROIC), explicit anti-hedging/pledging, and ownership/holding requirements support strong alignment; downside realization (e.g., 0% TSR vesting in 2025) reduces windfalls when performance lags .
- Retention and selling pressure: Material unearned performance shares (28,382 target) and scheduled time-based vesting through 2027 create future equity events; 2026–2027 time-based tranches (2,090 shares per year from 2024 grant) are modest, but 2027 PSU outcomes could be a larger supply catalyst depending on performance; no CFO 10b5-1 plan adoption disclosed in Q2’25 reduces near-term forced selling signals .
- Change-in-control economics: Double-trigger 3x cash severance plus accelerated equity (performance-based pro-rated to performance through CIC) create significant CIC value ($6.66m estimate as of 12/31/2024), but with a “cutback or best-net” approach limiting shareholder exposure to excise taxes .
- Pay-for-performance: 2024 EP Plan overachievement and disciplined cap at 200% (with a 9% cost of capital) suggest robust operating execution and plan rigor; however, TSR underperformance affecting vesting underscores market-risk exposure in realized pay .
Data sources: Crown Holdings, Inc. 2025 Proxy Statement (DEF 14A), FY2024 Form 10-K, and 2025 Forms 10-Q/8-K, as cited inline.