Marsha Williams

About Marsha Williams

Marsha C. Williams, age 73, is an independent director of Crown Holdings (CCK) since 2022 and the former Senior Vice President and Chief Financial Officer of Orbitz Worldwide; she was appointed Chair of the Compensation Committee effective February 27, 2025 and also serves on the Executive Committee . The proxy highlights her deep background in strategic planning, corporate finance, operations, M&A, investor relations, information technology, liquidity management, risk management and corporate governance; the educational backgrounds of directors are available on the company’s website .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member (Chair effective Feb 27, 2025) and Executive Committee member; current committee rosters and chair roles shown in the proxy director matrix .
• Independence: The Board determined that all directors standing for election, other than the CEO, are independent under NYSE listing standards; Ms. Williams is listed as independent in the director slate .
• Attendance and engagement: In 2024 the Board met six times, and each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
• Governance infrastructure: The Board maintains Audit, Compensation, and Nominating & Corporate Governance Committees with written charters available on the company website; each conducts annual self-evaluation and charter review .
• Meeting fees: No Board or committee meeting attendance fees; Executive Committee service does not carry additional fees; directors are reimbursed for travel .
• Ownership alignment policies: After five years of service, independent directors are expected to own company stock valued at least five times the cash base annual director fee; pledging and hedging of company stock are prohibited .
• Board practices: Executive sessions of independent directors are held regularly; there is an Independent Lead Director with broad authority; the Board emphasizes robust stock ownership guidelines and prohibits pledging/hedging .
• Compensation Committee cadence and remit: Compensation Committee held four meetings in 2024, oversees executive compensation and succession planning, and members are independent; Ms. Williams became Chair effective Feb 27, 2025 .

Fixed Compensation

• 2025 director pay schedule (non-employee directors): Cash base fee $100,000; equity grant $160,000; committee fees: Audit Chair $25,000, Audit member $15,000, Compensation and NCG Chair $20,000, Compensation and NCG member $10,000; Independent Lead Director fee $35,000 .
• Deferral mechanics: Directors may defer cash fees (credited at prime) and/or stock awards (credited with dividends); payouts occur in cash at separation, lump sum or quarterly over five or ten years .

Performance Compensation

Note: Director equity is not tied to specific performance metrics; the company’s performance-based metrics (e.g., TSR vs peers and ROIC) apply to executive equity awards overseen by the Compensation Committee, not to director grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix: Strategic planning, corporate finance, operations, mergers and acquisitions, investor relations, information technology, liquidity management, risk management, and corporate governance from prior CFO/CAO roles .
• Public company leadership: Chairperson of a U.S.-listed company (Modine) and director of another with global operations (Fifth Third) .
• Education: Educational backgrounds of directors are available at www.crowncork.com/investors/governance/board-directors .

Equity Ownership

• Policy: Directors with 5+ years of service must hold stock valued at least 5x the cash base annual director fee; pledging and hedging of company stock are prohibited .

Insider Trades

Governance Assessment

• Board effectiveness signals: Ms. Williams’ finance and governance background, plus current public board chair experience, align with her role chairing CCK’s Compensation Committee, which espouses a robust pay-for-performance philosophy emphasizing TSR vs peers and ROIC for executive equity awards; all Compensation Committee members are independent, and the committee met four times in 2024 .
• Alignment mechanisms: Director pay structure includes a meaningful equity component, no meeting fees, and strong ownership and anti-hedging/pledging policies; independent directors must meet stock ownership guidelines after five years, reinforcing long-term alignment .
• Engagement and oversight: Attendance compliance (≥75% for all directors), regular executive sessions of independent directors, and presence of an Independent Lead Director support governance rigor and investor confidence .
• Conflicts and red flags: The proxy’s related party review did not disclose transactions involving Ms. Williams; independence was affirmed, and overboarding limits are a stated Board best practice—monitor her multiple outside roles (Modine chair, Fifth Third director) under the company’s overboarding policy framework, though no disqualifying criteria are indicated for Williams in the independence review .

No director-specific meeting fees, no pledging/hedging allowed, and clear ownership guidelines reduce common governance risk indicators; continue to track Compensation Committee decisions and say-on-pay outcomes for alignment and shareholder feedback .