Henry Keizer
SEALED AIR CORP/DEAbout Henry R. Keizer
Independent Chair of SEE’s Board; director since 2017; age 68. Former Deputy Chairman and Chief Operating Officer of KPMG’s U.S. firm; certified public accountant and designated “financial expert.” Education: B.S. in Accounting, summa cum laude, Montclair State University. Current committee roles: Chair of Nominating & Corporate Governance (N&CG) and Chair of the Executive Committee; ex officio, non‑voting member of Audit and People & Compensation (P&C) Committees. Independent Chair since 2022.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG U.S. (largest member firm of KPMG International) | Deputy Chairman & Chief Operating Officer | Retired 2012 | Global Head of Audit (2006–2010); U.S. Vice Chair of Audit (2005–2010) |
| American Institute of Certified Public Accountants (AICPA) | Director | 2008–2011 | Governance and profession leadership |
External Roles
| Company/Organization | Role | Tenure | Committee/Notes |
|---|---|---|---|
| GrafTech International Ltd. | Chairman of the Board | Current | Board leadership |
| BlackRock Multi‑Asset Fund Complex | Trustee; Audit Committee Chair | Current | Financial oversight |
| Hertz Global Holdings, Inc. and The Hertz Corporation | Chairman of the Board; Audit Committee Chair; member of financing and nominating/governance committees | Until 2021 | Post‑bankruptcy reorganization oversight concluded prior to 2025 proxy |
| WABCO Holdings Inc. | Director; Audit Committee Chair | Until 2020 | Audit leadership |
| MUFG Americas Holdings, Inc.; MUFG Union Bank | Director | Until 2016 | Financial services oversight |
| Montpelier Re Holdings, Ltd. | Director | Until 2015 | Insurance/reinsurance oversight |
Board Governance
- Independence: Board determined all non‑employee director nominees—including Keizer—are independent. Seven of eight director nominees are independent, including the Chair.
- Attendance: Board held 5 meetings in 2024; each current director attended at least 90% of aggregate Board and committee meetings. Executive Committee did not meet in 2024.
- Executive sessions and evaluations: Regular executive sessions of independent directors; annual Board/Committee self‑evaluations, including private meetings between each director and the Chair.
- Risk oversight: Audit oversees cybersecurity and major financial risks; P&C oversees compensation risk and succession; N&CG oversees governance and ESG matters.
| Committee | Role (Keizer) | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance (N&CG) | Chair | 5 |
| Executive Committee | Chair | 0 (did not meet in 2024) |
| Audit | Ex officio, non‑voting | 7 |
| People & Compensation (P&C) | Ex officio, non‑voting | 5 |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $185,000 | $183,000 |
| Stock Awards (grant‑date fair value) | $260,040 | $260,005 |
| Total | $445,040 | $443,005 |
| Notes | Includes $6,000 for director education fees | Includes $4,000 for director education fees |
Director Retainer Structure (2024):
- Independent Chair annual retainer: $179,000 cash and $260,000 stock; Chair did not receive an N&CG chair fee.
- Other Board members: $110,000 cash and $160,000 stock.
- Committee chair/member fees: Audit Chair $25,000; Audit member $10,000; P&C Chair $20,000; P&C member $10,000; N&CG member $7,500.
- Form of payment: at least 50% of retainers in stock or stock units; deferral available; director education fee $2,000/day.
| Retainer Element | Cash | Stock | Notes |
|---|---|---|---|
| Annual Retainer – Independent Chair | $179,000 | $260,000 | No N&CG chair fee for the Chair |
| Annual Retainer – Other Directors | $110,000 | $160,000 | |
| Audit Committee | $10,000 member; $25,000 chair | — | |
| P&C Committee | $10,000 member; $20,000 chair | — | |
| N&CG Committee | $7,500 member | — | |
| Education Fees | $2,000 per day | — | |
| Payment Form | ≥50% in stock/stock units | Deferral available; dividend equivalents on units |
Performance Compensation
- SEE does not use performance‑based awards for non‑employee directors. Stock awards are the equity portion of fixed annual retainers and are fully vested at grant; no stock options, PSUs, or performance metrics apply to director compensation.
Other Directorships & Interlocks
- Current external roles: GrafTech International (Chair); BlackRock Multi‑Asset Fund Complex (Trustee; Audit Chair).
- Large shareholders: BlackRock, Inc. holds ~10.1% of SEE; Vanguard holds ~12.5%; T. Rowe Price Investment Management holds 7.6%. No related‑party transactions disclosed with BlackRock; SEE leases office space to Vanguard on arm’s‑length terms ($2.3M in 2024). Monitor for perceived conflicts given Keizer’s BlackRock fund‑complex role and BlackRock’s 10.1% ownership (no conflict disclosed).
- Compensation Committee Interlocks: None in 2024; no SEE executive served on boards where SEE directors were executives.
Expertise & Qualifications
- CPA; SEC “financial expert”; decades of audit and governance leadership at KPMG (Global Head of Audit; U.S. Vice Chair of Audit). Deep experience in governance, risk management, operations, international business, and M&A across manufacturing, financials, insurance, consumer, tech, and energy.
Equity Ownership
| Item (as of Mar 31, 2025 unless noted) | Value/Status |
|---|---|
| Shares beneficially owned | 35,000 shares (<1% of outstanding) |
| Stock units (deferred) | Not listed for Keizer; footnote lists units for other directors (Ahmad, Berryman, Rowland) |
| Pledged or hedged shares | Company policy prohibits hedging and pledging by directors; no pledging disclosed |
| Ownership guideline | 5x cash retainer; $895,000 for Chair (5 × $179,000) |
| Compliance status | As of 3/31/2025, all directors met guideline except Allott, Berryman, Johnson, and Rowland (within initial 5‑year window); Keizer not listed among exceptions |
| Transfer restrictions | Retainer shares may not be sold/encumbered while serving (limited exceptions); restrictions lift on certain change‑in‑control events |
Governance Assessment
- Strengths
- Independent Chair with audit “financial expert” credentials; reinforces objective oversight of management.
- High engagement: ≥90% attendance; structured executive sessions; robust annual self‑evaluations.
- Strong alignment: meaningful equity‑in‑retainer; stock ownership guideline (5× cash retainer) met; restrictions on transfer; hedging/pledging prohibited.
- Committee architecture and risk oversight are clear; Audit focus on cybersecurity and major financial risks; P&C on compensation risk/succession; N&CG on ESG/governance.
- Director pay consistent and stable YoY; no options or performance awards that could misalign director incentives.
- Watch items
- Potential perceived interlock: Keizer chairs audit for a BlackRock fund complex while BlackRock, Inc. owns ~10.1% of SEE; no related‑party transaction disclosed, and Board affirms independence—continue monitoring.
- Vanguard is a significant holder with a disclosed lease transaction (~$2.3M in 2024); not tied to Keizer, but a related‑person policy case to monitor.
- RED FLAGS
- None disclosed: no attendance shortfalls; no related‑party transactions involving Keizer; no hedging/pledging permitted.
Additional sentiment indicator: 2024 say‑on‑pay received ~90% support, suggesting broad investor confidence in compensation governance (executive program).