Richard Fearon

About Richard Fearon

Richard H. Fearon (age 68) is an independent director of Crown Holdings (CCK) since 2019. He is the former Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation and is designated an “audit committee financial expert.” He currently serves as Chairman of Avient Corporation and as a director of Waters Corporation and CRH plc, bringing deep financial, capital markets, M&A, risk management, and information security oversight experience to CCK’s board .

Past Roles

External Roles

Board Governance

• Committee assignments: Fearon is a member of the Audit Committee and the Nominating & Corporate Governance (NCG) Committee; the Board identifies him as an “audit committee financial expert” (SEC definition) .
• Independence: The Board determined all nominees other than the CEO are independent; Fearon is independent. In assessing independence, the Board considered CCK’s ordinary course purchases of plastisol sealing compounds and lubricants from Avient, where Fearon serves as Chairman; these did not meet NYSE disqualifying criteria .
• Attendance: In 2024, the Board met 6 times; each director attended at least 75% of Board and committee meetings and attended the Annual Meeting .
• Committee activity: Audit Committee held 8 meetings in 2024 and oversees financial reporting, internal controls, ESG and information security; Compensation Committee held 4 meetings in 2024 .
• Lead independent director: Stephen Hagge serves as Independent Lead Director from February 2025 with defined authority (e.g., presiding executive sessions, agenda input, shareholder communication) .

Fixed Compensation

Director program structure (2025 schedule):

• Cash base fee: $100,000
• Equity grant: $160,000 (Company Common Stock)
• Committee fees: Audit Chair $25,000; Audit Members $15,000; Compensation/NCG Chair $20,000; Compensation/NCG Members $10,000; Independent Lead Director $35,000 .
• No meeting attendance fees; Executive Committee service carries no additional fees .

Performance Compensation

No director-specific performance metrics or option awards are disclosed; director equity is a retainer in common stock, not PSUs or options .

Other Directorships & Interlocks

Expertise & Qualifications

• Former Vice Chairman and CFO of an NYSE-listed diversified manufacturer (Eaton), bringing deep financial reporting, corporate finance, capital markets, strategic planning, M&A, risk management, and investor relations expertise .
• Information security oversight: Oversaw information security program for over 10 years and chaired senior management committee on information security .
• Governance credentials: Audit committee financial expert; Chairman of an NYSE-listed polymer company (Avient) and director at Waters and CRH, adding cross-industry governance perspective .
• Audit Committee responsibilities at CCK include ESG and information security oversight; committee receives 2–4 information security reports annually from management/CISO and briefs the Board .

Equity Ownership

• Anti-pledging/hedging: Corporate Governance Guidelines prohibit all forms of pledging and hedging by directors, officers, and insiders .

Insider Trades

Crown’s investor site also lists Fearon’s Form 4 filings on 2025-10-30 with downloadable documents .

Governance Assessment

• Board effectiveness: Fearon strengthens Audit Committee oversight with financial expert credentials and information security leadership experience; Audit Committee’s remit includes ESG and cyber, and meets frequently (8x in 2024), indicating active oversight .
• Independence and conflicts: Ordinary course purchases from Avient (where Fearon is Chairman) pose a potential interlock; the Board reviewed and determined no NYSE disqualifying criteria were triggered. Continued transparency around Avient transactions is advisable, but current determination supports independence .
• Attendance and engagement: Directors met attendance expectations (≥75%) and attended the Annual Meeting; Board and key committees met regularly, signaling engaged governance .
• Compensation alignment: Director pay mix is balanced between cash and stock, benchmarked to the peer 50th percentile by Pay Governance LLC. Equity retainers paid quarterly in common stock, with deferral options and dividend credits, align directors with shareholder outcomes; no meeting fees and clear committee fee schedules support a disciplined structure .
• Ownership alignment: Strict anti-pledging/hedging; stock ownership guideline of ≥5x cash base fee after 5 years; Board reports all directors with ≥5 years meet the requirement as of March 11, 2025 (Fearon joined in 2019) .
• Shareholder signals: Say‑on‑Pay received >96% support at the 2024 Annual Meeting, suggesting broad investor confidence in compensation governance practices (for NEOs; indicative of overall governance sentiment) .

Red Flags to Monitor

• Related-party sensitivity: Continue monitoring the scale, pricing, and terms of Avient purchases given Fearon’s role as Chairman; although ordinary course and not disqualifying, escalation in volume or any preferential terms would elevate conflict risk .
• Overboarding/role load: Fearon’s multiple external board roles (Chairman + two public company directorships) require ongoing assessment against CCK’s overboarding limits and time commitment expectations; current proxy emphasizes best-practice overboarding limits at the Board level .
• Cyber and ESG oversight: While Audit Committee covers these areas, material incidents would test board capacity; current cadence (2–4 information security reports annually to Audit Committee and annual board briefings) reflects robust oversight infrastructure .

Appendix: Board & Committee Activity Snapshot (2024)

References

• CCK DEF 14A (2025): Director slate, biography, committees, independence, compensation, governance, attendance, ownership .
• CCK DEF 14A (2024): Historical director compensation, ownership, governance practices .
• Insider trades: Form 4 summaries and filings .