Dustin Semach
SEALED AIR CORP/DEAbout Dustin Semach
Dustin J. Semach is President and CEO of SEE and a director since February 2025; age 43, with a B.S. in Computer Science (Clemson) and MBA (Northeastern) . He joined SEE as CFO in April 2023, became President & CFO July 1, 2024, and was promoted to President & CEO in February 2025 . 2024 performance used to fund incentives included net sales $5.39B, Adjusted EBITDA $1.11B, and Free Cash Flow $454M; company AIP funded at 122.1% after discretionary reduction . SEE’s 2024 TSR index value was 92.83 vs peer group 142.41 and GAAP Net Income $264.7M; Adjusted EBITDA metric underpins PSUs and AIP .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TTEC Holdings | CFO | 2021–2023 | Led finance at a CX technology/services provider during transformation . |
| Rackspace Technology | CFO | 2019–2020 | Led company through its IPO in 2020 . |
| DXC / CSC / IBM | Finance/Leadership roles | Prior to 2019 | Senior roles across large-cap IT services; strategy, operations, M&A exposure . |
External Roles
| Organization | Role | Years | Committee Roles |
|---|---|---|---|
| SEE (Sealed Air) | Director | 2025–present | Executive Committee member . |
- Independence: Employee director (non-independent); Board has an independent Chair and fully independent Audit, N&CG, and People & Compensation Committees, mitigating dual-role concerns .
Fixed Compensation
| Component | Detail | Amount/Terms | Period |
|---|---|---|---|
| Base Salary | CFO initial | $640,000 | 3/15/2023 offer letter |
| Base Salary | Promotion to President & CFO | $850,000 (effective July 1, 2024) | 6/11/2024 letter |
| Target Annual Bonus | CFO initial | 80% of base (2023) | 3/15/2023 offer letter |
| Target Annual Bonus | President & CFO | 100% of base (from July 1, 2024) | 6/11/2024 letter |
| Long-Term Incentive Target | President & CFO | $2,000,000 target grant value annually | 6/11/2024 letter |
| Monthly Interim Co-CEO stipend | Additional comp | $25,000/month Oct 23, 2023–July 1, 2024 (total $150,000 in 2024) | 2025 Proxy |
Performance Compensation
| Metric | Weight | Target Definition | 2024 Outcome | Payout Impact |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | Net earnings + interest, taxes, D&A; special items excluded | Above target | Contributed to 124.5% FAF (reduced to 122.1% for NEOs) . |
| Net Sales | 25% | Consolidated net revenues (ex-intercompany), at budget FX | Below target | Reduced FAF . |
| Free Cash Flow | 25% | Operating cash flow less capex; excludes IRS refund | Above target | Contributed to FAF; adjustment applied for AIP calc . |
| Executive | 2024 Target Award | Final Funding Factor | Actual AIP Award |
|---|---|---|---|
| Dustin J. Semach | $709,770 (prorated) | 122.1% | $866,629 . |
- 2024 Say-on-Pay approval ~90% indicates investor support for the pay program .
Equity Ownership & Alignment
| Item | Detail | Amount |
|---|---|---|
| Beneficial ownership | Common shares | 26,215; includes 10,672 RSUs vesting before May 30, 2025 and 1,057 401(k) share equivalents . |
| Ownership % of outstanding | 26,215 / 146,926,856 votes eligible ≈ 0.018% | Computed from proxy figures . |
| Stock ownership guidelines | CEO: 6x salary; Exec Leadership: 3x; retention of vested shares until met | As of 3/31/2025, NEOs either met or will retain shares per policy . |
| Hedging/Pledging | Prohibited for directors and executive officers | Policy in Corporate Governance . |
Outstanding unvested awards at 12/31/2024 (Semach):
| Award | Grant Date | Shares/Units | Vesting Terms |
|---|---|---|---|
| 24PSU (2024–2026) | 2/21/2024 | 25,000 | Earned 50–200% on Adj. EBITDA CAGR and ROIC with TSR modifier; payout in 2027 . |
| 24RSU (annual) | 2/21/2024 | 25,000 | 3 equal annual installments from grant . |
| 24RSU Retention #1 | ~8/15/2024 | 55,181 | 50% vests 2/15/2026; 50% vests 8/15/2026; accelerates on involuntary termination per award . |
| 24RSU Retention #2 | ~8/15/2024 | 45,985 | 3 equal annual installments starting 1-year from grant; conditioned on canceling ESG PSUs . |
| 23RSU (Hire) | 4/18/2023 | 21,346 | 3 equal annual installments from grant . |
| 23RSU (Co-CEO) | 12/8/2023 | 13,996 | 3 equal annual installments; accelerates on certain separations . |
Stock vested in 2024: 17,670 shares; value realized $591,135 .
Employment Terms
| Provision | Semach Terms |
|---|---|
| Employment start | CFO-Designate start 4/17/2023; CFO effective after Q1 2023 10-Q; promotion to President & CFO 7/1/2024; promoted to President & CEO 2/2025 . |
| Executive Severance Plan (ESI) | Non-CEO: 1x base + target bonus and 12 months benefits for qualifying termination; 2x base+bonus and 18 months benefits on qualifying termination within 2 years of Change in Control, with accelerated equity vesting; CEO multiples: 2x (no CIC) and 2.5x (CIC) . |
| Individual severance (as of 12/31/2024) | No CIC: $1,720,077; CIC + qualifying termination: $3,430,116 (excludes equity vesting value) . |
| Clawback policies | Dodd-Frank compliant clawback adopted 10/2/2023 for 3 years pre-restatement; additional clawback for broader executives; integrated into award docs . |
| Non-compete/other covenants | Severance conditioned on non-disparagement, confidentiality, and non-competition compliance; standard IP/confidentiality covenants in offer letters . |
| Change-in-control equity | Double-trigger; PSUs vest at greater of target or actual through quarter pre-CIC; RSUs accelerate on qualifying termination . |
| Tax gross-ups | No excise tax gross-ups under ESI; relocation tax gross-ups disclosed for certain benefits (e.g., $6,058 for Semach in 2024) . |
Board Governance
- Board Service: Director since 2025; member of Executive Committee; employee director (non-independent) .
- Leadership Structure: Independent Chair (Henry R. Keizer); independent Audit, N&CG, and People & Compensation (P&C) Committees; regular executive sessions; majority voting standard .
- Committees and Meetings: Audit (7), N&CG (5), P&C (5) in 2024; all directors attended ≥90% of meetings; Semach’s 2024 attendance not applicable as he joined Board in 2025 .
- Director Compensation: Non-employee director retainers and stock awards; employee directors (like Semach) typically do not receive director fees .
Compensation Structure Analysis
- Mix shift and retention: 2024 awards included significant time-vesting RSUs ($3.3M across Retention #1 and #2) alongside annual RSUs/PSUs, enhancing retention and potentially increasing future selling pressure at 2026 vest dates .
- Performance focus: AIP metrics balanced EBITDA, Net Sales, and FCF; PSUs tied to Adj. EBITDA CAGR and ROIC with relative TSR modifier, reinforcing cash generation and returns .
- ESG PSU cancellation: ESG-linked PSUs granted in 2023 were terminated with executive consent and replaced by RSUs, signaling a pivot to core financial metrics; a potential red flag if it reduces at-risk pay, but mitigated by continued PSU usage for LTI .
- Governance safeguards: Double-trigger CIC vesting; clawbacks adopted; prohibition on hedging/pledging; no change-in-control tax gross-ups .
Data Tables
2024 Compensation Summary (NEO excerpt)
| Metric | 2024 Value |
|---|---|
| Salary (Semach) | $762,500 |
| Bonus (cash; includes retention and interim stipend) | $1,150,000 |
| Stock Awards (grant-date fair value) | $5,227,285 |
| AIP payout (Non-Equity Incentive Compensation) | $866,629 |
| All Other Compensation | $46,273 |
| Total | $8,052,687 |
2024 AIP Details (Company and Semach)
| Item | Detail |
|---|---|
| Metrics & weights | Adj. EBITDA 50%; Net Sales 25%; FCF 25% . |
| Financial Achievement Factor (FAF) | 124.5%; discretionary reduction to 122.1% for NEOs . |
| Semach target award (prorated) | $709,770 . |
| Semach actual payout | $866,629 . |
2024–2026 PSU Design
| Metric | Weight | Earn-out Range | TSR Modifier |
|---|---|---|---|
| Adj. EBITDA CAGR | 50% | 50%–200% of target | Bottom quartile 0–25th: x0.75; 25th–75th: x1.0; ≥75th: x1.25 . |
| ROIC (12-quarter avg) | 50% | 50%–200% of target | As above . |
Outstanding Equity Awards as of 12/31/2024 (Semach)
| Award | Shares | Market Value ($) |
|---|---|---|
| 24PSU (target) | 25,000 | $845,750 . |
| 24RSU | 25,000 | $845,750 . |
| 24RSU Retention #1 | 55,181 | $1,866,773 . |
| 24RSU Retention #2 | 45,985 | $1,555,673 . |
| 23RSU (Hire) | 21,346 | $722,135 . |
| 23RSU (Co-CEO) | 13,996 | $473,485 . |
Severance Economics (as of 12/31/2024)
| Scenario | Cash/Benefits for Semach |
|---|---|
| Qualifying termination (no CIC) | $1,720,077 . |
| CIC + qualifying termination | $3,430,116 (excludes equity acceleration value) . |
Pay vs Performance (company-level context)
| Year | TSR Index Value ($100 basis) | Peer Group TSR | GAAP Net Income ($MM) | Adjusted EBITDA ($MM) |
|---|---|---|---|---|
| 2024 | $92.83 | $142.41 | $264.7 | $1,110.0 . |
Investment Implications
- Strong retention incentives: Two sizable RSU retention awards vesting in 2026 heighten retention but may create concentrated selling windows, a potential technical overhang near vest dates; monitor Form 4s around 2/15/2026 and 8/15/2026 .
- Pay-for-performance alignment: Continued use of PSUs tied to Adj. EBITDA CAGR and ROIC with relative TSR should align with value creation; AIP emphasis on FCF and EBITDA supports deleveraging and cash generation .
- Governance risk mitigants: Independent Chair, independent committees, double-trigger CIC equity, clawbacks, and anti-hedging/pledging policies reduce governance and compensation risk .
- ESG incentive removal: Cancellation of ESG PSUs replaced with RSUs reduces ESG-linked at-risk pay; investors may prefer transparent financial metrics, but watch for increased guaranteed equity proportion in mix .
- Severance leverage: As CEO in 2025, severance multiples step up under the plan (2x no CIC; 2.5x CIC), which can be a takeover consideration and affects change-of-control economics .