Françoise Colpron
SEALED AIR CORP/DEAbout Françoise Colpron
Françoise Colpron (age 54) has served as an independent director of Sealed Air (SEE) since 2019. She is a former Group President, North America at Valeo SA (2008–2022) and began her career as a lawyer; she holds a Civil Law degree (1992) from the University of Montreal. She currently serves on SEE’s Nominating & Corporate Governance (N&CG) and People & Compensation (P&C) Committees and is deemed independent by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valeo SA | Group President, North America; previously Legal Director (Climate Control, Paris) and General Counsel for North & South America | Group President 2008–2022; with Valeo since 1998 | Led North American operations for U.S., Mexico, Canada; global assignments in Europe, Asia, North America |
| Ogilvy Renault (now part of Norton Rose Group) | Lawyer | Early career | Legal practice in Montreal prior to joining Valeo |
External Roles
| Company | Role | Committees |
|---|---|---|
| Celestica Inc. | Director | Chair, Nominating & Corporate Governance; member, Audit; member, Human Resources & Compensation |
| Veralto Corporation | Director | Member, Compensation; member, Nominating & Governance |
Board Governance
- Independence: The Board determined Ms. Colpron is independent under NYSE and SEE categorical standards .
- Committee assignments (2024): N&CG member; P&C member; not a chair .
- Attendance: In 2024, the Board held 5 meetings; Audit 7; N&CG 5; P&C 5. Each current director attended at least 90% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions of independent directors are held .
- Risk and ESG oversight: N&CG oversees ESG environmental/governance and shareholder engagement; P&C oversees executive comp, social matters, and succession; Audit oversees ESG disclosure controls and cybersecurity; Ms. Colpron participates via N&CG and P&C .
Fixed Compensation (Director)
| Component (2024 program) | Amount | Notes |
|---|---|---|
| Annual retainer – independent Chair | $179,000 cash; $260,000 stock | Cash may be paid in stock at director election |
| Annual retainer – other directors | $110,000 cash; $160,000 stock | Stock issued promptly after entitlement |
| Committee Chair fees | Audit $25,000; P&C $20,000; N&CG — | N&CG Chair (Board Chair) received no additional fee |
| Committee member fees | Audit $10,000; P&C $10,000; N&CG $7,500 | Paid quarterly in cash |
| Transfer restrictions | Retainer shares generally cannot be sold while serving | Limited gifting allowed; restrictions lift upon change in control |
| Deferral | Directors may defer retainers into stock units and/or cash | Dividend equivalents on stock units; cash accrues interest (prime – 50 bps) |
| Ms. Colpron – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 128,500 |
| Stock awards (grant-date fair value) | 160,034 |
| Total | 288,534 |
Note: Director retainers must be paid at least 50% in SEE stock; committee fees are paid in cash .
Performance Compensation (Oversight focus via P&C Committee)
Annual Incentive Plan (AIP) metrics used for executives (2024):
| Metric | Weight | Definition |
|---|---|---|
| Adjusted EBITDA | 50% | Net earnings plus interest, taxes, D&A; adjusted for special items |
| Net Sales | 25% | Consolidated net revenues, excluding intercompany |
| Free Cash Flow | 25% | Operating cash flow less capex |
- 2024 AIP results: Above-target Adjusted EBITDA and FCF; below-target Net Sales; Financial Achievement Factor 124.5%, reduced to 122.1% for NEOs via P&C discretion to reallocate below-executive awards .
- 2024 Long-term Incentives: 50% PSUs, 50% RSUs. PSU metrics: Adjusted EBITDA CAGR and ROIC, each 50%, with a relative TSR modifier (Top quartile = 125%; Bottom quartile = 75%) against a custom packaging peer set .
- 2022–2024 PSU payout: 75% of target (Adjusted EBITDA CAGR below threshold; ROIC above max; TSR in first quartile reduced payout to 75%), evidencing outcome sensitivity and downside .
- ESG PSU cancellation: P&C Committee terminated a prior 2023 five-year ESG PSU program following leadership changes; certain replacement retention RSUs required consent to cancel ESG PSUs .
Other Directorships & Interlocks
- P&C Committee interlocks: In 2024, the P&C Committee comprised Ahmad, Berryman, Colpron, Lawton; none were officers/employees of SEE, and no SEE executive officer served on the board of a company whose executive officers included an SEE director (no interlocks) .
Expertise & Qualifications
- Education: Civil Law degree (1992), University of Montreal .
- Functional expertise: Global operations leadership (North America P&L), legal background (General Counsel roles), governance leadership at Celestica (committee chair) .
- Recognition: Automotive News “100 Leading Women in the North American Auto Industry” (2020); Crain’s Detroit Business “100 Most Influential Women in Michigan” (2016); French Légion d’Honneur (2015) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (SEE) | 19,980; less than 1% of outstanding shares |
| Director stock ownership guideline | 5x cash retainer ($550,000 for other directors) |
| Compliance status | As of Mar 31, 2025, all directors met the guideline except four named directors; Ms. Colpron was not among exceptions (i.e., in compliance) |
| Hedging/pledging | Prohibited for directors (no hedging/derivatives; no margin or pledging) |
| Deferred stock units | Not listed for Ms. Colpron; certain other directors disclosed DSUs |
Insider transactions (Form 4 – SEE):
| Date | Transaction | Shares | Notes / Source |
|---|---|---|---|
| 2025-05-29 (filed 2025-06-02) | Annual non-employee director stock award | 4,933 | “Shares represent an annual award of non-employee director stock compensation” |
| 2024-05-23 (filed 2024-05-28) | Annual non-employee director stock award | 4,279 | Form 4 (Director award) |
Related-Party Transactions and Conflicts
- Policy: SEE maintains a Related-Person Transactions Policy overseen by the Board and Audit Committee .
- Disclosures: For 2024, an office lease with Vanguard ($2.3 million) was disclosed; no director-specific related-party transactions involving Ms. Colpron were identified in the proxy .
- Independence: Board’s annual independence review confirmed Ms. Colpron’s independence .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: Approximately 90% approval; the Board and P&C Committee consider investor feedback in program design .
- Shareholder engagement: N&CG oversees engagement; Board receives regular feedback on strategy, leadership changes, and compensation .
Governance Assessment
- Strengths: Independent director with dual committee roles (P&C, N&CG), high 2024 attendance standard (≥90%), and compliance with robust stock ownership guidelines; hedging/pledging prohibitions enhance alignment. P&C oversight shows performance linkage (AIP at 122.1% after downward discretion; PSUs with multi-year EBITDA/ROIC and TSR modifier; prior ESG PSUs canceled in light of leadership changes) .
- Alignment: Director compensation mix requires at least 50% stock; transfer restrictions on retainer stock while serving further align interests .
- Interlocks/conflicts: No P&C interlocks; no related-party transactions disclosed involving Ms. Colpron .
- Market signal: Strong Say-on-Pay (90%) suggests investor support for compensation framework overseen in part by the P&C Committee on which she serves .
No RED FLAGS identified in the proxy related to attendance, independence, hedging/pledging, or related-party transactions for Ms. Colpron based on available disclosures .
Appendix: Committee Membership Snapshot (2024)
| Director | Audit | N&CG | P&C |
|---|---|---|---|
| Françoise Colpron | X | X | |
| Meetings held (2024) | 7 | 5 | 5 |
| Notes | — | N&CG oversees governance/ESG (E & G), director comp, engagement | P&C oversees executive comp, social/HC matters, succession |
Citations: and Form 4 sources: