Harry Lawton
SEALED AIR CORP/DEAbout Harry A. Lawton III
Harry A. Lawton III, age 50, has served on SEE’s Board since 2019. He is President and CEO (and a director) of Tractor Supply Company, with prior senior leadership roles at Macy’s, eBay North America, Home Depot (10 years in various leadership roles), and McKinsey & Co. He holds an MBA from the University of Virginia and dual bachelor’s degrees in Chemical Engineering and Pulp & Paper Technology from North Carolina State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | President | 2017–2019 | Led merchandising, marketing, stores, operations, technology, analytics |
| eBay North America | SVP | Not disclosed | Oversaw Americas business; global shipping, payments, risk, trust |
| Home Depot | SVP Merchandising; President, Online | 10 years (dates not disclosed) | Drove growth of online business; merchandising leadership |
| McKinsey & Co. | Associate Principal | Not disclosed | Strategy advisory to CPG and manufacturing exec teams |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tractor Supply Company | President & CEO; Director | Since 2020 | Current public company role |
| National Retail Federation | Board Member | Not disclosed | Industry association |
| UVA Darden School of Business | Corporate Advisory Board | Not disclosed | Academic advisory role |
| Business Roundtable | Member | Not disclosed | CEO policy association |
| Buffalo Wild Wings, Inc. | Director (prior) | Not disclosed | Prior public company board |
Board Governance
- Independence: The Board determined Lawton (non-employee director) is independent under NYSE and SEE categorical standards .
- Committees: Audit Committee member and People & Compensation (P&C) Committee member (not a chair) .
- Attendance: In 2024, the Board held 5 meetings and each current director attended at least 90% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Executive sessions: Regular sessions of independent directors without management .
- Board leadership: Independent Chair (Henry R. Keizer) .
- Risk oversight: Audit oversees financial/cyber risk; P&C oversees compensation risk and succession; N&CG oversees ESG governance; Board retains ERM oversight .
- Stockholder engagement: N&CG oversees engagement; ongoing dialogue disclosed .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 133,500 | Includes committee fees and any director education fees; Lawton had no education fee noted |
| Stock Awards (Grant-Date Fair Value, 2024) | 160,034 | Stock portion of annual retainer; fully vested; shares determined using 5/23/2024 closing price |
| Total 2024 Director Compensation | 293,534 | Sum of cash and stock |
| 2024 Board Retainers & Committee Fees | Cash (USD) | Stock (USD) |
|---|---|---|
| Annual Retainer – Independent Chair | 179,000 (electable in stock units) | 260,000 |
| Annual Retainer – Other Directors | 110,000 (electable in stock units) | 160,000 |
| Audit Committee Chair Fee | 25,000 | — |
| P&C Committee Chair Fee | 20,000 | — |
| Audit Committee Member Fee | 10,000 | — |
| P&C Committee Member Fee | 10,000 | — |
| N&CG Committee Member Fee | 7,500 | — |
- Deferred compensation elections: Directors may defer retainers into stock units and/or cash; dividend equivalents accrue on stock units; cash deferrals earn prime less 50 bps; balances paid after retirement in lump sum or installments .
- Transfer restrictions: Retainer shares cannot be sold/transferred while serving (with limited exceptions such as gifts), with change-in-control termination of restrictions .
Performance Compensation
- Not applicable for directors. SEE’s non-employee director compensation is comprised of retainers (cash and stock) and committee fees; retainer stock awards are fully vested and not tied to performance metrics (no options or PSUs disclosed for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | In 2024, P&C members included Lawton, Ahmad, Berryman, Colpron. None were officers/employees of SEE, and no SEE executive served on boards of entities whose executive officers included any SEE director (no interlocks) . |
| Related Party Transactions | No transactions disclosed involving Lawton; SEE disclosed an arm’s-length office lease to Vanguard; related-person policy governs reviews and approvals . |
Expertise & Qualifications
- Deep leadership in retail and e-commerce (Tractor Supply CEO; Macy’s President; eBay North America SVP) .
- Operations and merchandising expertise (Home Depot leadership, President Online) .
- Strategy and analytics background (McKinsey associate principal) .
- Education: MBA (UVA); BS degrees in Chemical Engineering and Pulp & Paper Technology (NC State) .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned (as of 3/31/2025) | 18,811 shares; <1% outstanding |
| Director Stock Ownership Guidelines | 5x cash annual retainer (other directors: $550,000 target) |
| Compliance Status | As of 3/31/2025, all directors met guidelines except Allott, Berryman, Johnson, Rowland; Lawton met guidelines |
| Hedging/Pledging | Directors prohibited from hedging, options/derivatives, margin purchases or borrowing against accounts holding SEE securities |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-02 | 2025-05-29 | Award (A) – Common Stock | 4,933 | 0.00 | 28,553 | |
| 2024-05-28 | 2024-05-23 | Award (A) – Common Stock | 4,279 | 0.00 | 23,090 |
Governance Assessment
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Strengths: Independent status; active roles on Audit and P&C (core governance and pay oversight); strong attendance; robust anti-hedging/anti-pledging policy; strict related-person transaction policy; director ownership guidelines met—indicating alignment .
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Compensation structure: Balanced cash/equity retainer; no performance-linked director equity, reducing incentives for short-termism; committee fees transparent; deferral mechanisms available .
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Interlocks/conflicts: No compensation committee interlocks; no related-party transactions involving Lawton disclosed—low conflict risk signal .
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Shareholder signals: 2024 say-on-pay approval ~90% suggests overall investor support for compensation governance practices at SEE .
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RED FLAGS: None disclosed specific to Lawton. No pledging, hedging, or related-party exposure reported; attendance and independence standards met .