Stefanie Holland
SEALED AIR CORP/DEAbout Stefanie Holland
Stefanie M. Holland serves as Vice President, General Counsel and Secretary at SEE, signs the company’s proxy and serves on the Proxy Committee with authority over shareholder voting mechanics . She is based in Charlotte, NC and formally executed the 2025 Proxy Statement on April 17, 2025 . Company performance context: SEE’s 2020–2024 pay-versus-performance disclosure shows declining TSR vs a custom peer group and lower GAAP net income and Adjusted EBITDA through 2024, framing the incentive architecture she helps govern .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – value of $100 initial investment | $116.97 | $174.73 | $130.98 | $97.98 | $92.83 |
| Peer Group TSR – value of $100 | $120.46 | $140.44 | $111.05 | $132.10 | $142.41 |
| GAAP Net Income ($USD Millions) | $506.8 | $506.8 | $491.6 | $341.6 | $264.7 |
| Adjusted EBITDA ($USD Millions) | $502.9 | $3,399.845 | $1,403.983 | $341.6 | $264.7 |
Note: Table values are presented exactly as disclosed in the Pay Versus Performance table .
Past Roles
- Not disclosed in publicly available filings reviewed.
External Roles
- Not disclosed in publicly available filings reviewed.
Fixed Compensation
- SEE structures executive compensation with base salary plus annual incentives, benchmarked to peer medians; the People & Compensation (P&C) Committee uses independent consultant Pearl Meyer for peer selection, market data and program design .
- 2024 say‑on‑pay approval was ~90%, indicating broad shareholder support for the compensation program .
Performance Compensation
- Annual Incentive Plan (AIP) metrics and weights for executives (including those Holland helps oversee) in 2024:
| Metric | Measurement | Weighting |
|---|---|---|
| Adjusted EBITDA | Net earnings plus net interest expense, taxes and depreciation and amortization, adjusted to exclude special items | 50% |
| Net Sales | Consolidated net revenues from external third parties, excluding intercompany sales | 25% |
| Free Cash Flow | Net cash provided by operating activities less capital expenditures | 25% |
- Long‑term PSUs are based on Adjusted EBITDA CAGR and ROIC, with a relative TSR modifier vs a custom packaging peer group: bottom quartile x75%, mid quartiles x100%, top quartile x125% .
- RSUs typically vest in equal annual installments over three years following grant, with change‑in‑control and termination treatments described in the plan documents .
Equity Ownership & Alignment
- Ownership policy and retention until guidelines are met:
| Position | Retention Rate (of after‑tax shares) | Ownership Requirement (Multiple of Salary) |
|---|---|---|
| CEO | 75% | 6x |
| Executive Leadership Team | 50% | 3x |
| All other Executive Officers | 50% | 2x |
- Hedging and pledging are prohibited for all executive officers and directors, reinforcing alignment with shareholders .
- As of March 31, 2025, all current NEOs had either met ownership guidelines or were retaining shares as required; this indicates how the policy is enforced, though Holland’s individual status is not disclosed .
Employment Terms
- Executive Severance Plan (as amended June 1, 2024) governs severance economics and restrictive covenants for designated participants (applies broadly to executive officers; CEO has special provisions) :
| Provision | Non‑CIC Termination (Involuntary) | CIC Termination (within 2 years of CIC) |
|---|---|---|
| Cash Severance | 1x Total Cash Compensation (base + target bonus), paid over 12 months | 2x Total Cash Compensation, lump sum |
| Health/Welfare Benefits | Up to 12 months of COBRA premium support/continued benefits | Up to 18 months of COBRA premium support/continued benefits |
| Equity | Standard award terms apply | Full vesting; PSUs at greater of target or actual through quarter before CIC |
| Conditions | General release, compliance with restrictive covenants | Same |
| CEO Special Terms | 2x Non‑CIC and 2.5x CIC cash severance, pro‑rata bonus, 24 months’ healthcare cost payment, full equity vesting on CIC |
- Restrictive covenants (Exhibit B): 18‑month post‑employment non‑competition in the U.S. and other countries where SEE operates, broad non‑solicit and confidentiality provisions; enforcement includes injunctive relief and tolling for breaches .
- Dispute resolution includes arbitration under AAA rules, with location in North Carolina and fee‑shifting if company unreasonably contests claims .
- Clawback policies: Dodd‑Frank compliant clawback adopted October 2, 2023 for recoupment of incentive comp based on restated results, plus an additional policy for other key executives; incorporated into equity award documents .
- Insider trading policy: officers and directors must pre‑clear all transactions with the General Counsel and notify the CEO in advance .
- Holland’s governance roles: signs the Proxy Statement and serves on the Proxy Committee (with Dustin J. Semach), indicating direct involvement in shareholder voting mechanics .
Investment Implications
- Alignment and governance appear robust: no hedging/pledging, formal ownership multiples with required retention, and strong clawbacks mitigate misalignment risk and discourage short‑termism .
- Retention risk is moderated by the Executive Severance Plan (1x non‑CIC, 2x CIC for executives; 2x/2.5x CEO), plus broad non‑compete and non‑solicit covenants that protect franchise value post‑departure .
- Trading signals: mandatory pre‑clearance through the General Counsel and blackout processes reduce opportunistic trading; episodic RSU vesting cadences and CIC acceleration could create supply events, but Holland‑specific grant schedules are not disclosed .
- Compensation governance is shareholder‑friendly (90% say‑on‑pay support; no excise tax gross‑ups; double‑trigger CIC equity vesting), suggesting stability in incentive architecture under Holland’s legal oversight and the P&C Committee .