Steven Flannery
SEALED AIR CORP/DEAbout Steven Flannery
Steven E. Flannery is President, Food at Sealed Air (SEE), appointed September 30, 2024; he is age 47 and became an executive officer in 2024 . He brings 20+ years at Avery Dennison in global innovation, sales, marketing, and operations roles, and holds an MBA in corporate entrepreneurship from Babson College and a BSME from Worcester Polytechnic Institute; he also serves as vice president on the board of the Pressure Sensitive Tape Council . Company performance metrics relevant to his compensation framework: 2024 net sales $5.39B, Adjusted EBITDA $1.11B, Free Cash Flow $454M; 2024 AIP funded at ~122% after discretionary reduction (metrics: Adjusted EBITDA 50%, Net Sales 25%, Free Cash Flow 25%); 2022–2024 PSUs paid at 75% of target with a first quartile relative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avery Dennison | Senior Vice President & GM, Materials Group Europe | 2023–2024 | Led EMENA P&L; accelerated innovation and operational performance in materials businesses |
| Avery Dennison | VP & GM, Industrial & Healthcare Materials Group | 2022–2023 | Drove commercial execution and portfolio shifts in industrial/healthcare segments |
| Avery Dennison | VP & GM, Performance Tapes North America & Fastener Solutions worldwide | 2017–2022 | Led global operations; delivered robust sales and earnings growth in tapes/fasteners |
| Avery Dennison | Various management positions (global) | 1999–2016 | Built cross-functional leadership in innovation, sales, marketing, operations |
| Sealed Air | President, Food | Sep 30, 2024–present | Leads Food vertical; tasked to unlock growth beyond shrink bags (case-ready, fluids/liquids) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pressure Sensitive Tape Council (North America) | Board of Directors, Vice President | Not disclosed (current) | Industry leadership and network in adhesives and tapes |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $650,000 | Set in offer letter; joined Sept 30, 2024 |
| Target Bonus % | Not applicable | Not eligible for 2024 AIP due to late 2024 start |
| Actual Bonus Paid | $0 | Not eligible; no payout for 2024 |
| Other Compensation | Profit sharing $8,661; 401(k) match $6,598 | Standard broad-based benefits |
Performance Compensation
| Plan | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) – Company framework | Adjusted EBITDA | 50% | Not disclosed | Above target | Factor component embodies outperformance |
| AIP – Company framework | Net Sales | 25% | Not disclosed | Below target | Factor component reduced |
| AIP – Company framework | Free Cash Flow | 25% | Not disclosed | Above target (excl. tax refund) | Factor component increased |
| AIP – Funding result | Financial Achievement Factor | — | — | 124.5% (reduced to 122.1% for NEO pool) | Final factor 122.1% |
| Flannery’s AIP Eligibility (2024) | — | — | — | — | Not eligible per offer terms |
| Long-Term Incentives | Instrument | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| New hire equity | RSUs | Sep 30, 2024 | 66,116 | $2,400,011 | Equal annual installments over 3 years from grant |
| 2024 PSU (Company design; not granted to Flannery) | PSUs | 2024 program | — | — | 3-year performance: Adjusted EBITDA CAGR (50%) and ROIC (50%), with relative TSR modifier (75%/100%/125%) |
| 2022–2024 PSU (Company) | PSUs | 2022 | — | — | Paid at 75% of target; ROIC > max, EBITDA CAGR < threshold, TSR first quartile (downward modifier) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 275 shares (plan equivalents in 401(k)) |
| Ownership as % of shares outstanding | <1% |
| Unvested equity | 66,116 RSUs; MV $2,236,704 at 12/31/24 ($33.83) |
| Vested vs unvested | As of 12/31/24, RSUs unvested; vest in equal annual tranches over 3 years |
| Options | None disclosed |
| Pledging/Hedging | Prohibited for executive officers (no hedging/pledging allowed) |
| Ownership guidelines | Executive Leadership Team: 3x salary; 50% retention rate until met |
| Compliance status | As of Mar 31, 2025, all current NEOs either met guidelines or will retain shares at vesting until met |
Employment Terms
| Provision | Terms (Non-CEO Executive under Executive Severance Plan) |
|---|---|
| Severance (no CIC) | One year base salary + target annual bonus (paid over 12 months); 12 months of health/welfare benefits |
| Severance (with CIC, double trigger) | Lump sum 2x (base salary + target annual bonus); up to 18 months health/welfare benefits; accelerated vesting of outstanding equity (PSUs at greater of target or actual through last quarter before CIC) |
| Flannery – Estimated cash severance | $1,194,563 (no CIC); $2,376,844 (CIC, excluding equity acceleration) |
| Equity acceleration values at 12/31/24 | RSUs: $2,249,927 under CIC + qualifying termination; PSUs: none (no 2024 PSU grant to Flannery) |
| AIP termination treatment | Must be employed through payout date; Flannery not eligible for 2024 bonus per offer letter |
| Clawback | Dodd-Frank-compliant clawback on incentive compensation for restatements; applies regardless of fault |
| Non-compete / restrictive covenants | Severance conditioned on compliance with non-disparagement, confidentiality, and non-competition covenants |
Compensation Committee Analysis
- Compensation peer group includes AptarGroup, Ashland, Avery Dennison, Avient, Axalta, Ball, Berry Global, Crown, Dover, Fortive, Graphic Packaging, Greif, Minerals Technologies, O-I Glass, Packaging Corp of America, Reynolds Consumer Products, Silgan, Sonoco .
- 2024 say-on-pay approval ~90%, indicating broad shareholder support for executive compensation .
Performance & Track Record
- Company-level: In 2024, Sealed Air delivered net sales $5.39B, Adjusted EBITDA $1.11B, Free Cash Flow $454M, with Food segment momentum and Protective under pressure; leadership emphasized profitable growth and cash generation . In Q3 2024, Food net sales were $897.9M (+0.5% YoY) while Protective was $447.2M (-8.4% YoY), highlighting resilience in Food as Flannery took leadership in October 2024 .
- CEO commentary: “In October, we brought up Steve Flannery as Head of our Food vertical… will build on the momentum within our Food business and unlock further growth” .
Risk Indicators & Red Flags
- Hedging/pledging of company stock prohibited—reduces alignment risk .
- No change-in-control excise tax gross-ups; double-trigger equity vesting in CIC—shareholder-friendly design .
- ESG PSUs (special 2023 grants to prior leadership) were terminated in 2024; retention RSUs were conditioned on consent—watch for perceptions of award design changes .
Compensation Structure Signals
- Shift toward RSUs for retention: Flannery’s compensation in 2024 was entirely time-vested RSUs ($2.4M) with no PSU grant—reduces risk but lowers direct performance linkage for his first partial year .
- Company-wide PSUs emphasize Adjusted EBITDA CAGR and ROIC with a relative TSR modifier—clear pay-for-performance for future cycles .
Investment Implications
- Alignment: Flannery’s unvested RSUs (66,116) vest through 2026–2027, supporting near-term retention; small current share ownership (275 shares) suggests most alignment comes via unvested equity rather than owned stock .
- Incentives: Future PSU cycles will tie a significant portion of his equity to EBITDA CAGR, ROIC, and relative TSR—monitor Food segment margin expansion and ROIC to infer award outcomes .
- Event risk and selling pressure: RSU vest dates may create periodic sell-to-cover activity; severance benefits and double-trigger equity vesting under CIC could be material—track any leadership or transaction 8-Ks and proxy updates .
- Governance support: Strong say-on-pay approval (~90%) and no gross-ups indicate low compensation-related governance risk; peer benchmarking suggests compensation levels are market-aligned .