Byron Racki
SEALED AIR CORP/DEAbout Byron Racki
Byron J. Racki is President, Protective at SEE, appointed after joining as President, Americas on June 4, 2024; his role shifted to lead the Protective segment later in 2024 . His offer letter confirms an at-will arrangement, Charlotte HQ location, and board-consented external activities . Company performance context tied to his incentive plans: FY2024 net sales $5.39B, Adjusted EBITDA $1.11B, Free Cash Flow $454M; AIP funded at 122.1% for NEOs overall, with Racki discretionarily set at target given limited time in role . Long-term incentives emphasize Adjusted EBITDA CAGR, ROIC, and a relative TSR modifier over 2024–2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trivium Packaging | GM, Food & Specialty North America | 2024 | Commercial leadership in food/specialty packaging |
| Pactiv Evergreen | Chief Growth Officer; President, Beverage Merchandising | 2023; 2021–2023 | Growth leadership and beverage packaging P&L responsibility |
| Neenah | EVP & Segment President, Technical Products; SVP & Segment President, Fine Paper & Packaging; prior management roles | 2020–2021; 2018–2020; 2006–2018 | Led segment businesses across technical, paper & packaging |
| SEE (current) | President, Protective; previously President, Americas | 2024–present | Brought substrate transition expertise; spearheading Protective turnaround per CEO commentary |
External Roles
No external board or director roles disclosed for Racki; his offer letter permits external boards subject to prior Board consent .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $600,000 | As outlined in offer letter; effective with June 2024 hire |
| Target Bonus % | 70% | Prorated for 2024 based on June 4 start date |
| Target Annual Award ($) | $420,000 | 70% of salary; prorated |
| Final Funding Factor | 100% | Set to target due to limited time in role and transition |
| Actual Annual Award ($) | $242,130 | Paid per AIP |
| Sign-On Bonus ($) | $60,000; repay if resigns before 12 months | Paid first payroll after start date |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Company Result Context | Payout/Vesting |
|---|---|---|---|
| Adjusted EBITDA | 50% | Above target; part of 122.1% NEO factor | Cash, paid March cycle |
| Net Sales | 25% | Below target | Cash |
| Free Cash Flow | 25% | Above target (ex-tax refund) | Cash |
| Racki AIP Funding | Set to 100% | Target due to limited time in role | $242,130 |
Long-Term Incentives – 2024 Grants
| Award Type | Grant Date | Shares / Target | Grant-Date Fair Value ($) | Performance Metrics / Vesting |
|---|---|---|---|---|
| RSU | 6/5/2024 | 6,538 | $259,428 | Time-vesting in equal annual installments over 3 years post grant; accelerated on death/disability and involuntary termination within two years after change in control |
| PSU (2024–2026) | 6/5/2024 | 6,538 target | $275,119 | 50% Adjusted EBITDA CAGR; 50% ROIC; TSR modifier (top quartile x125%, bottom quartile x75%) |
Additional context: No stock options used in executive programs; PSUs/RSUs are principal vehicles .
Equity Ownership & Alignment
| Ownership Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 576 | Includes 401(k) share equivalents |
| Ownership as % of Shares Outstanding | 0.000392% (576/146,926,856) | Record date shares eligible to vote: 146,926,856 |
| Unvested RSUs | 6,538; market value $221,181 at 12/31/24 | Time-vesting over 3 years |
| Unearned PSUs (target) | 6,538; payout value $221,181 at 12/31/24 | Earned based on 2024–2026 goals + TSR modifier |
| Options (exercisable/unexercisable) | None (no options program used) | — |
| Hedging/Pledging | Prohibited for executive officers | Includes margin/borrowing prohibitions |
| Ownership Guidelines | Executive Leadership Team: 3x salary ($1.8M for Racki); 50% retention of after-tax shares until met | As of 3/31/2025, current NEOs had either met guidelines or will retain shares until met |
Insider filings: Initial Form 3 on 6/6/2024 reported “No securities are beneficially owned” at appointment; no Form 4 transactions were identified in our document search .
Employment Terms
- Start date and role: Start June 4, 2024; initially President, Americas; later President, Protective; direct report to CEO .
- At-will employment; Charlotte HQ; relocation benefits subject to repayment; must complete relocation within 18 months or may be terminated without severance eligibility .
- External activities permitted (boards, civic roles, speaking) subject to Board consent and no conflict .
- Executive Severance Plan (non-CEO terms):
- Without cause/good reason (no CIC): 1x base salary + target bonus paid over 12 months; 12 months continued health/welfare .
- CIC + qualifying termination (double trigger): 2x base salary + target bonus lump sum; up to 18 months health/welfare; accelerated vesting of all outstanding equity (PSUs at greater of target or actual through quarter before CIC) .
- Quantified severance (as of 12/31/2024): $1,043,389 (no CIC) and $2,075,083 (CIC + qualifying termination); excludes equity acceleration values .
- Clawbacks: Dodd-Frank-compliant clawback for incentive comp in prior three years upon restatement, regardless of fault; additional internal clawback extends scope; incorporated in award documents .
- No COC excise tax gross-ups under severance plan .
- Hedging policy: bans hedging/derivatives, margin purchases, and borrowing against SEE securities for executive officers .
Performance & Track Record
| Item | Detail |
|---|---|
| Segment leadership | CEO highlighted Racki’s 20+ years packaging experience and substrate-transition expertise; leading the Protective turnaround . |
| 2024 strategic reorganization | Company returned to Food and Protective segments; Food returned to profitable growth; Protective under pressure with transformation focus on customer outcomes, talent, ops, and substrate-agnostic shift . |
| Company performance (AIP metrics) | FY2024 net sales $5.39B; Adjusted EBITDA $1.11B; FCF $454M; NEOs AIP factor 122.1% overall; Racki set at target . |
| LTI outcomes | 2022–2024 PSUs paid at 75% of target (Adj. EBITDA CAGR below threshold; ROIC above maximum; TSR first quartile reduced payout) . |
| Product innovation in Protective | Press release introduced AUTOBAG 850HB Hybrid Bagging Machine (paper and poly), with Racki emphasizing flexibility/productivity . |
Compensation Committee Analysis
- Peer group used to calibrate pay includes 20 companies across packaging/materials/industrial (e.g., Berry Global, Crown, GPK, PCA, Silgan, Sonoco), adjusted in early 2024 to better align with SEE’s profile .
- Governance practices include pay-for-performance, double-trigger vesting on CIC, stock ownership policy (3x for executive leadership), and clawbacks; no SERP for NEOs or COC tax gross-ups .
- 2024 say-on-pay approval ~90%, indicating support for program .
Investment Implications
- Ownership alignment: Current direct beneficial ownership is de minimis (576 shares, ~0.000392% of outstanding), but unvested RSUs/PSUs are meaningful; SEE’s ownership policy (3x salary and 50% after-tax retention) structurally promotes future alignment as awards vest .
- Selling pressure: No Form 4 transactions found; RSUs vest in equal annual installments over three years from 6/5/2024, creating periodic vesting events, though retention requirements and hedging/pledging prohibitions temper forced selling for alignment .
- Incentive design: AIP and PSUs tie payouts to profitability (Adjusted EBITDA), cash generation (FCF), ROIC, and relative TSR, aligning Racki’s incentives with a Protective turnaround and value creation; recent PSU outcomes (75%) reflect balanced payout governance .
- Retention risk: Executive Severance Plan provides standard protection (1x cash; 2x on CIC with double-trigger equity acceleration), plus sign-on bonus conditions; overall profile suggests competitive retention mechanics without shareholder-unfriendly gross-ups .