Stephen Hagge
CROWN HOLDINGSAbout Stephen J. Hagge
Stephen J. Hagge, age 73, has served on Crown Holdings’ Board since 2019 and was appointed Independent Lead Director and Chair of the Nominating & Corporate Governance (NCG) Committee in February 2025. He is the former President, CEO, CFO and COO of AptarGroup, bringing deep packaging industry leadership, finance, and operational expertise; he also serves as Chairman of CF Industries Holdings (NYSE: CF) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AptarGroup, Inc. | Former President, CEO, CFO, COO | Not disclosed in CCK proxy | Led public-company governance and operations in global packaging, underpinning his financial and operational oversight credentials |
| Crown Holdings, Inc. | Director; Compensation Committee Chair (2024) | Director since 2019; Comp Chair through Feb 26, 2025 | Signed Compensation Committee Report; transitioned chair duties to Marsha Williams on Feb 27, 2025 |
| CF Industries Holdings, Inc. | Chairman of the Board | Effective Jan 1, 2022 | Previously chaired Compensation & Management Development Committee; served on Audit Committee |
External Roles
| Company | Role | Start Date | Committee Roles |
|---|---|---|---|
| CF Industries Holdings (NYSE: CF) | Chairman of the Board | Jan 1, 2022 | Former Chair, Compensation & Management Development; Member, Audit Committee |
| Transcendia Topco Holdings (private) | Director (through May 2024) | Not disclosed | Relationship noted; Crown made ordinary-course purchases from Transcendia; Board deemed not disqualifying for independence |
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent; Hagge is independent .
- Leadership: Elected Independent Lead Director in February 2025; Chair of NCG; member of Audit and Executive Committees; member of Compensation Committee (chair in 2024; chair transitioned to Marsha Williams effective Feb 27, 2025) .
- Attendance: The Board held six meetings in 2024; each Director attended at least 75% of Board and applicable committee meetings and attended the Annual Meeting .
- Executive sessions: Independent Directors hold executive sessions regularly .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| 2024 | $130,000 | $160,000 | $290,000 |
Director stock awards: $160,000 of Company common stock under the 2022 Stock-Based Incentive Compensation Plan, paid quarterly based on average closing prices shortly after quarterly earnings release; directors may defer stock grants to termination and receive dividends on deferred amounts .
Cash deferrals: Directors may defer cash fees to termination, paid in lump sum or over 5 or 10 years, with interest at prime rate .
2025 director fee schedule (for context):
- Cash Base Fee $100,000; Equity Grant $160,000; Committee chair/member fees: Audit Chair $25,000, Audit Member $15,000; Compensation and NCG Chair $20,000, Members $10,000; Independent Lead Director Fee $35,000 .
Performance Compensation
- Not applicable for non-employee directors at CCK; director equity grants are time-based common stock paid quarterly, with optional deferral; no performance-metric linkage disclosed for director compensation .
Other Directorships & Interlocks
| Organization | Relationship to CCK | Potential Interlock/Conflict |
|---|---|---|
| CF Industries Holdings | None disclosed with CCK | Hagge’s chair role noted; no CCK-related transactions disclosed |
| Transcendia Topco Holdings | Supplier to CCK (ordinary course purchases) | Board reviewed; did not trigger NYSE disqualifying independence criteria |
| AptarGroup, Inc. | Former employer | Another CCK director (B. Craig Owens) serves on AptarGroup’s board; no related-party transactions with CCK disclosed |
Expertise & Qualifications
- Packaging industry leadership; governance; operations; international business; strategic initiatives; risk management; senior finance roles (CEO/CFO/COO) of an NYSE-listed global packaging manufacturer; currently chairman of another NYSE-listed company .
- Committee stewardship experience across Compensation, NCG, Audit, and Executive committees .
Equity Ownership
| As of | Shares Beneficially Owned | % Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Mar 11, 2025 | 9,304 | <1% | 116,964,033 shares outstanding |
- Director Stock Ownership Guidelines: After five years on the Board, independent Directors are expected to own at least five times the cash base annual Director fee; as of Mar 11, 2025, each Director with ≥5 years of service (includes Hagge) met the minimum .
- Anti-pledging/hedging: Prohibited for Directors, Officers and other insiders .
Governance Assessment
- Strengths: Independent Lead Director role enhances board oversight; Hagge chairs NCG and served as prior Compensation Chair, signaling governance credibility; strong attendance; robust director ownership guidelines met; anti-pledging/hedging policy supports alignment .
- Compensation structure: Mix of cash and equity with market benchmarking by Pay Governance LLC targeting 50th percentile; transparent quarterly equity grant mechanics and deferral options .
- Shareholder sentiment: Say-on-Pay received over 96% support at the 2024 Annual Meeting, indicating strong investor confidence in compensation governance .
- Potential conflicts: Ordinary-course purchases from Transcendia while Hagge was a director (through May 2024) were reviewed and found not disqualifying under NYSE rules—monitoring remains prudent, but no red flag per the proxy .
- RED FLAGS: None disclosed regarding pledging/hedging, related-party loans, option repricing, tax gross-ups, or low say-on-pay; committee leadership transition from Hagge to Williams on Compensation appears orderly and disclosed .