Timothy Donahue
CROWN HOLDINGSAbout Timothy Donahue
Chairman, President & CEO of Crown Holdings, Inc. (CCK). Director since 2015; CEO since 2016; elected Chairman following the 2022 annual meeting; age 62. Prior roles include Chief Operating Officer and Chief Financial Officer, with 34+ years at the company, providing deep operational and financial expertise and international experience . Performance context: Revenues increased from $8.284B* in FY2016 to $11.801B* in FY2024, while EBITDA rose from $1.318B* to $1.898B* over the same period (see table below). The company’s Pay-versus-Performance table shows a $100 initial investment in CCK at 12/31/2019 would be $118.70 at 12/31/2024 (peer index $136.68), with 2024 net income $560M and ROIC 13.2% .
Revenues and EBITDA (FY, USD):
| Metric | FY 2016 | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 8,284,000,000* | 8,698,000,000* | 11,151,000,000* | 9,559,000,000* | 9,392,000,000* | 11,394,000,000* | 12,943,000,000* | 12,010,000,000* | 11,801,000,000* |
| EBITDA ($) | 1,318,000,000* | 1,378,000,000* | 1,586,000,000* | 1,475,000,000* | 1,448,000,000* | 279,000,000* | 1,746,000,000* | 1,820,000,000* | 1,898,000,000* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crown Holdings, Inc. | Chief Operating Officer (prior) | Not disclosed | Led global operations; brings in-depth understanding of international business |
| Crown Holdings, Inc. | Chief Financial Officer (prior) | Not disclosed | Financial stewardship; capital allocation and risk management experience |
External Roles
- Not disclosed in the proxy for Mr. Donahue; no additional public company directorships indicated in his biography section .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Actual Bonus Paid ($) | Stock Awards (Grant-Date Fair Value) ($) | All Other Comp ($) | Total Compensation ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 1,315,000 | Not disclosed | Not disclosed | 599,969 | 7,364,000 | 21,167 | 9,300,136 |
| 2023 | 1,370,000 | Not disclosed | Not disclosed | 2,820,488 | 7,671,945 | 65,790 | 11,928,223 |
| 2024 | 1,425,000 | 145% | 2,066,250 | 4,132,500 | 7,979,960 | 80,690 | 13,618,150 |
Key design features:
- CEO target total direct compensation for 2024: $11.471M; ~70% stock-based .
- Benchmarking around 50th percentile of a 20-company peer group; Pay Governance LLC serves as independent advisor .
Performance Compensation
Annual Incentive (EP Plan) – 2024 design and results:
- Metrics: Economic Profit and Modified Operating Cash Flow (MOCF); corporate-level metrics for CEO .
- Weighting/Mechanics: Each metric produced 125% of target; capped overall at 200% of target (actual payout: 200%) .
| Metric | Threshold | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Economic Profit ($mm) | 455.8 | 569.8 | 639.3 | 125% (pre-cap) |
| MOCF ($mm) | 1,104.0 | 1,380.0 | 1,692.3 | 125% (pre-cap) |
| Total Bonus | — | — | — | 200% of target (capped) |
Long-Term Incentives (LTI) – 2024 grants for Donahue:
- Structure: ~2/3 performance-based stock (half TSR vs DJ U.S. Containers & Packaging Index; half ROIC vs 3-yr target), ~1/3 time-based RS; 3-year performance period; vest in 2027 .
- Time-based vests in thirds annually (2025, 2026, 2027) .
| Award Type | Target Shares | Min–Max Shares | Fair Value ($) | Performance Period | Vesting/Date |
|---|---|---|---|---|---|
| Time-based RS | 29,651 | — | 2,659,991 | — | 1/3 on 1/6/25; 1/3 on 1/5/26; 1/3 on 1/4/27 |
| TSR-based PS | 26,600 | 0 – 53,200 | 2,660,000 | 1/1/2024–12/31/2026 | Vests 1/4/27 per percentile schedule |
| ROIC-based PS | 29,985 | 0 – 59,970 | 2,659,969 | 1/1/2024–12/31/2026 | Vests 1/4/27 per ROIC schedule |
Performance outcomes (recent):
- 2025 vesting: 0% payout for TSR-based awards; ROIC-based awards 30% below target (i.e., under 100%) .
- 2024 vesting: TSR-based awards vested at 54.4% below target; ROIC-based at 200% (max) .
- 2022 grant vestings (completed in 2025): TSR PS forfeited (0%); ROIC PS vested (e.g., 15,893 shares for Donahue) .
Clawback:
- NYSE/SEC-compliant Compensation Recovery Policy effective for incentive comp on/after Oct 2, 2023; applies irrespective of misconduct, in addition to general clawback policy .
Equity Ownership & Alignment
Beneficial ownership and unvested awards:
| Item | Amount |
|---|---|
| Shares beneficially owned | 499,827 (<1% of outstanding) |
| Unvested time-based RS (12/31/24) | 58,255 shares; $4,817,106 market value at $82.69 |
| Unearned performance shares at target (12/31/24) | 159,650 shares; $13,201,459 market value |
Policies and guidelines:
- CEO ownership guideline: 6x base salary; all NEOs in compliance or on track; must retain 50% of net shares for 2 years post-vest until guidelines met .
- Hedging and pledging: prohibited for Directors and Officers (no pledging allowed; strong alignment) .
Key vesting dates that may create technical supply:
- Time-based RS installments on 1/5/2026 and 1/4/2027 for 2024 grant; performance shares from 2024 grant vest 1/4/2027 subject to results. Withholding for taxes at vest can result in market transactions; monitor Form 4s around these dates .
Employment Terms
Contracts and restrictive covenants:
- Non-compete: 2 years for Donahue; non-solicit applies; other NEOs generally 1 year pre-CIC and 2 years post-CIC .
- No tax gross-ups; 280G “best-net” cutback provision to avoid excise tax unless full payment yields higher after-tax value .
- Company policy (2023): no future cash severance >2.99x salary+target bonus without shareholder ratification .
Severance/change-in-control economics (as of 12/31/2024):
| Scenario | Salary ($) | Bonus ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Retirement/Disability/Death | — | 4,132,500 | 4,817,106 | 8,949,606 |
| Resignation for Good Reason (pre-CIC) | 4,275,000 | 10,331,250 | — | 14,606,250 |
| Termination without Cause (pre-CIC) | 4,275,000 | 10,331,250 | — | 14,606,250 |
| Termination without Cause or Good Reason after CIC | 4,275,000 | 6,444,457 | 18,018,564 | 28,738,021 |
Equity on CIC:
- Time-based RS fully vest; TSR PS vest based on relative TSR to date; ROIC PS vest based on ROIC vs target to date .
Note on vesting trigger design:
- “What we do” states double-trigger (CIC + qualifying termination) for stock compensation vesting , while the employment agreements section describes equity vesting “on a Change in Control” (single-trigger description) . Investors should seek clarification on current plan terms (potential governance sensitivity).
Board Governance
Board service and roles:
- Director since 2015; Chairman since 2022; President & CEO; not independent .
- Committee memberships: Executive Committee (E) .
- Lead Independent Director (Stephen J. Hagge) appointed Feb 2025; broad authority including agenda approval, executive sessions, liaison duties, and Chair evaluation .
- Attendance: Board met 6 times in 2024; all directors met at least 75% attendance; annual meeting attendance expected and met in 2024 .
- Director pay: Donahue receives no additional fees for Director/Chair service .
Compensation Committee Analysis
Peer group and benchmarking:
- 20-company peer group includes Amcor, Ball, Berry, Graphic Packaging, International Paper, Packaging Corp of America, Sealed Air, Silgan, Sonoco, Sherwin-Williams, PPG, Colgate-Palmolive, Campbell Soup, Keurig Dr Pepper, Eastman Chemical, Greif, O-I Glass, U.S. Steel, WestRock (removed after 2024 merger) .
- Target positioning around the 50th percentile; Pay Governance LLC engaged as independent consultant with stated independence safeguards .
Pay-for-performance linkages:
- Annual bonus based on Economic Profit (with cost of capital set at 9%, above actual WACC) and MOCF; no subjective individual modifiers; capped at 200% .
- LTI split between relative TSR and ROIC with published vesting curves; 3-year performance period; no options outstanding .
Say-on-Pay and shareholder engagement:
- Say-on-Pay approval >96% in 2024; program remained largely unchanged in 2024 .
- Robust investor engagement and board refreshment described; eight new independent directors in last six years; 8 of 9 nominees independent (Donahue the exception) .
Director Compensation (for completeness)
- Independent director retainers and committee fees disclosed; Lead Independent Director fee $35k; Donahue’s compensation appears solely as an executive (no director pay) .
Equity Ownership & Alignment (detail)
| Ownership Guideline | Requirement | Compliance/Policy |
|---|---|---|
| CEO stock ownership | 6x base salary | All NEOs either met or in compliance; 50% net shares hold for 2 years; no hedging/pledging permitted . |
Performance & Track Record
- Company-selected measure in PVP: ROIC, 13.2% for 2024 .
- PVP TSR for 2019–2024: $118.70 (peer group $136.68); 2024 net income $560M .
- Record Segment Income in 2024 at $1.65B (cited as rationale within CEO compensation strategy) .
Risk Indicators & Red Flags
- Positive: strong clawback; no tax gross-ups; anti-hedging/anti-pledging; capped annual bonus; robust ownership guidelines .
- Governance sensitivity: CEO/Chair dual role mitigated by empowered Lead Independent Director and independent committees . Ambiguity between stated double-trigger policy and equity vesting language “on a Change in Control” warrants clarification .
- Pay outcomes vary with performance: recent zero TSR PS vesting (2025) underscores performance sensitivity; prior-year ROIC PS hit max, indicating balanced metrics .
Compensation Peer Group
- Amcor; Avery Dennison; Ball; Berry Global; Campbell Soup; Colgate-Palmolive; Eastman Chemical; Graphic Packaging; Greif; International Paper; Keurig Dr Pepper; O-I Glass; Packaging Corp of America; PPG Industries; Sealed Air; Silgan Holdings; Sonoco Products; Sherwin-Williams; United States Steel; WestRock (removed post-merger) .
Employment Contracts & Provisions (summary)
- Donahue pre-CIC termination: lump sum equal to 3x (base + target bonus), plus pro-rated actual bonus; other NEOs generally 1x salary .
- Post-CIC termination (within 12 months): 3x (base + 3-year average bonus); equity acceleration per plan; best-net 280G cutback .
- Disability/death/retirement treatments detailed; disability benefits differ for Donahue vs others .
Investment Implications
- Alignment: High equity exposure (large unvested PS/RS) with stringent anti-hedging/pledging and robust clawbacks supports shareholder alignment; CEO ownership guidelines at 6x salary and hold requirements strengthen alignment .
- Performance sensitivity: Dual metrics (TSR and ROIC) have produced divergent outcomes (zero TSR vesting in 2025 vs high ROIC vesting), indicating balanced but volatile equity realizations; annual bonuses tightly linked to cash generation and economic profit with a hard cap .
- Retention vs. technical flows: Material scheduled vesting over 2026–2027 (time-based) and 2027 (performance) may create predictable withholding-related selling; however, large unvested equity also serves as retention glue during this period .
- Governance watch item: Clarify CIC vesting trigger language vs. policy to assess potential shareholder-friendly double-trigger design; CEO/Chair dual role is partially mitigated by a robust Lead Independent Director charter and independent committees .
Citations:
Values retrieved from S&P Global.*