Emile Chammas
SEALED AIR CORP/DEAbout Emile Chammas
Emile Z. Chammas served as Senior Vice President and Chief Operating Officer at Sealed Air (SEE) and as Interim Co‑President & Co‑CEO from October 23, 2023 until July 1, 2024; he left the company after year‑end 2024, with separation details to be disclosed in the next proxy . In 2024 SEE delivered net sales of $5.39B, Adjusted EBITDA of $1.11B, and Free Cash Flow of $454M, with the annual incentive plan (AIP) funded above target; company TSR for 2024 implied $92.83 value on a $100 initial investment vs. $142.41 for its peer group . He was retirement‑eligible as of December 31, 2024 (age ≥55 and ≥10 years service), impacting treatment of performance share units upon departure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sealed Air (SEE) | Interim Co‑President & Co‑CEO | Oct 23, 2023 – Jul 1, 2024 | Provided leadership continuity; received $25,000/month stipend during interim period . |
| Sealed Air (SEE) | SVP & Chief Operating Officer | 2024 | Led operations during portfolio reorganization; AIP funded above target on Adjusted EBITDA and Free Cash Flow for 2024 . |
External Roles
Not disclosed in the 2025 DEF 14A; omitted if not disclosed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 745,140 | 772,842 | 778,511 |
| Target Bonus % | — | — | 80% |
| Target Bonus ($) | — | — | 622,809 |
| Actual AIP Cash ($) | 642,763 | 136,395 | 760,450 |
| Other Cash – Monthly Stipend ($) | — | 57,292 (interim Co‑CEO stipend accruals in Bonus column) | 150,000 (Jan–Jun interim stipend in Bonus column) |
Notes • 2024 AIP final funding factor for NEOs was 122.1% after Committee discretion .
• Target bonus percentage for 2024 was set at 80% of salary; prior years’ target percentages for Chammas were not disclosed .
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weight | Target | Actual | Payout Impact | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | Not disclosed | Above target | Contributed to 124.5% Financial Achievement Factor; NEOs adjusted to 122.1% | Paid March 2025; employment required for payment (discretion on separation) |
| Net Sales | 25% | Not disclosed | Below target | Reduced factor vs. EBITDA/FCF | Paid March 2025 |
| Free Cash Flow | 25% | Not disclosed (calculated with specified adjustment) | Above target | Contributed to above‑target factor | Paid March 2025 |
Long‑Term Incentives (LTI)
2024‑2026 PSU Design and Grant
| Element | Details |
|---|---|
| Target LTI Value (Chammas) | $1,800,000 total; split 50% PSUs / 50% RSUs |
| 2024‑2026 PSU Metrics | Adjusted EBITDA CAGR (50%), ROIC (50%) |
| PSU Payout Range | 50% (threshold) to 200% (maximum), interpolated |
| Relative TSR Modifier | Bottom quartile ×75%; 25th–75th ×100%; top quartile ×125% vs. custom packaging peer set |
| 2024 PSU Target # | 25,000 PSUs (Chammas) |
| Vesting | Earned shares issued after the 3‑year period (in 2027) upon certification |
RSUs
| Award | Grant Date | # RSUs | Vesting |
|---|---|---|---|
| 2024 RSU (annual) | Feb 21, 2024 | 25,000 | Equal annual installments over 3 years |
| 2024 RSU Retention (Ret2) | Aug 15, 2024 | 30,657 | Equal annual installments over 3 years; standard acceleration upon change in control termination/death/disability |
| 2023 RSU (annual) | Feb 21, 2023 | 6,415 | Equal annual installments over 3 years |
| 2023 RSU (Co‑CEO) | Dec 8, 2023 | 13,996 | Equal annual installments over 3 years; fully vests upon involuntary termination without cause not in connection with change in control |
| 2022 RSU (annual) | Feb 24, 2022 | 2,446 | Equal annual installments over 3 years |
Prior PSU Cycle Outcome
| PSU Cycle | Outcome | Drivers |
|---|---|---|
| 2022–2024 PSUs | 75% of target paid | Adjusted EBITDA CAGR below threshold; ROIC above maximum; relative TSR performance in first quartile reduced payout |
One‑Time Transition Awards (Retention)
| Award | Amount/Value | Terms |
|---|---|---|
| Cash retention (eligible) | $1,000,000 | Payable on Jul 1, 2025 if employed in good standing or upon involuntary termination before that date |
| RSU retention (Chammas) | $1,000,000 grant value | Vests Aug 15, 2025; standard acceleration terms (death/disability/change‑in‑control termination) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (direct/indirect) | 249,400 shares; less than 1% of outstanding |
| 401(k) Plan Share Equivalents | 6,991 |
| Outstanding PSUs (as of Dec 31, 2024) | 22,450 (2023 PSUs); 25,000 (2024 PSUs) |
| Outstanding RSUs (as of Dec 31, 2024) | 2,446 (2022 RSU); 6,415 (2023 RSU); 13,996 (2023 Co‑CEO RSU); 25,000 (2024 RSU); 30,657 (2024 RSU Ret2) |
| RSU Market Values (12/31/2024) | $82,748 (22RSU); $217,019 (23RSU); $473,485 (23RSU Co‑CEO); $845,750 (24RSU); $1,037,126 (24RSU Ret2), based on $33.83/share |
| Stock Ownership Guidelines | Executive Leadership Team: 3× salary; 50% retention of after‑tax shares until met |
| Hedging/Pledging | Prohibited for executive officers and directors |
| Options | No stock options used in executive programs in 2024 |
Employment Terms
| Provision | Non‑Change‑in‑Control | Change‑in‑Control (Double Trigger) |
|---|---|---|
| Severance Cash | 1× base salary + target annual bonus (paid over 12 months) | 2× base salary + target annual bonus (lump sum) |
| Health/Welfare | 12 months continuation | Up to 18 months continuation |
| Equity Acceleration | RSUs: generally forfeited; exceptions for death/disability and certain specified awards; PSUs: pro‑rated for retirement eligibility, paid after period based on actual performance | RSUs: full acceleration; PSUs: accelerate based on greater of target or actual through quarter before change‑in‑control |
| Estimated Cash Severance (as of 12/31/2024) | $1,415,504 (Chammas) | $2,823,917 (Chammas; excludes equity) |
| Clawbacks | Dodd‑Frank compliant clawback policy; recovery of incentive comp tied to financial restatements regardless of fault | |
| Restrictive Covenants | Non‑disparagement, confidentiality, and non‑competition conditions attached to severance benefits | |
| AIP Payment Rule | Employment required through payment date; discretionary if terminated before payout |
Investment Implications
- Pay‑for‑performance alignment is high: 2024 AIP and PSUs emphasize Adjusted EBITDA, ROIC, and relative TSR, with 50% of LTI in PSUs and measured three‑year performance; 2022–2024 PSU payout at 75% reflects strong ROIC but weaker EBITDA CAGR and TSR underperformance vs. peers .
- Near‑term insider selling pressure from scheduled RSU vesting is likely muted given Chammas’ departure after year‑end 2024; treatment indicates RSUs generally forfeit absent CIC/death/disability, while PSUs are pro‑rated for retirement eligibility and paid post‑period based on actuals .
- Retention and transition awards ($1,000,000 eligible cash and $1,000,000 RSU vesting Aug 15, 2025) were structured to support leadership continuity; his departure before vesting raises questions on execution risk, but the company applied standard acceleration only for specified circumstances (no broad single‑trigger) .
- Governance risk mitigants: double‑trigger CIC vesting, no excise tax gross‑ups, clawback policies, and prohibitions on hedging/pledging reduce misalignment and speculative behavior; options are not used in the program, lowering repricing risk .
2024 performance context: SEE delivered above‑target Adjusted EBITDA and Free Cash Flow with AIP funded at 124.5% (reduced to 122.1% for NEOs), while Net Sales were below target; TSR lagged peers, underscoring focus on sustainable value creation over headline growth .