Veronika Johnson
SEALED AIR CORP/DEAbout Veronika Johnson
Veronika “Roni” Johnson is Interim Chief Financial Officer (Feb 12–Aug 25, 2025) and Chief Accounting Officer & Controller at SEE; she remains CAO after the permanent CFO’s start on Aug 25, 2025 . She joined SEE in 2015 and is a Certified Public Accountant; she holds a BBA from Ripon College and an M.S. from the University of Wisconsin–Milwaukee and is age 42 . In 2024, SEE delivered $5.39B net sales, $1.11B Adjusted EBITDA, and $454M free cash flow; the AIP funded at ~122% on metrics weighted 50% Adjusted EBITDA, 25% Net Sales, 25% Free Cash Flow, underscoring pay-for-performance alignment in her compensation year as an NEO . She signed 2024 10‑K and 2025 8‑K filings in her role as Interim CFO, reflecting senior financial stewardship during a transition period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SEE | Interim CFO; CAO & Controller | 2025 (Feb 12–Aug 25) | Led finance during CEO transition; continued as CAO thereafter . |
| SEE | Chief Accounting Officer & Controller | 2023–2025 | Principal accounting officer overseeing reporting and controls . |
| SEE | VP, Global Business Services | 2018–2023 | Led record‑to‑report, order‑to‑cash, procure‑to‑pay globally . |
| SEE | Accounting leadership roles | 2015–2018 | Various accounting leadership posts since joining SEE . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public accounting (firm not disclosed) | Audit/Accounting roles of increasing responsibility | ~8+ years prior to 2015 | Built technical accounting and audit expertise; licensed CPA . |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary (rate) | $350,300 | Salary rate used for AIP target setting . |
| Salary paid (Summary Comp Table) | $340,225 | Actual cash salary paid in 2024 . |
| Target bonus % (AIP) | 45% of base | Role-based AIP target percentage . |
Performance Compensation
Annual Incentive Plan (AIP) – Plan Design (2024)
| Performance Metric | Weighting | Definition/Approach |
|---|---|---|
| Adjusted EBITDA | 50% | GAAP earnings adjusted; emphasizes profitability . |
| Net Sales | 25% | Consolidated external revenues . |
| Free Cash Flow | 25% | Cash from operations less capex . |
- 2024 AIP funded at approximately 122% of target at the corporate level .
Annual Incentive – Individual Outcome (2024)
| Item | Target | Final Funding Factor | Actual Payout |
|---|---|---|---|
| Veronika Johnson | $157,635 | 152.6% | $240,590 . |
Long‑Term Incentives (LTI) – Program Structure (2024)
- Mix: 50% PSUs (2024–2026), 50% RSUs (time‑vest) .
- PSU performance metrics: 50% Adjusted EBITDA CAGR and 50% ROIC over 2024–2026; payout 50–200% of target, modified by relative TSR quartile multiplier (75% bottom quartile; 100% mid-quartiles; 125% top quartile) against a custom packaging peer set .
- 2022–2024 PSU payout outcome: 75% of target (CAGR below threshold; ROIC above max; relative TSR first quartile reduced payout) .
2024 Grants (Johnson)
| Award | Grant date | Shares/Target | Grant‑date fair value |
|---|---|---|---|
| 2024 PSUs (target) | 2/21/2024 | 3,163 target (threshold 1,186; max 7,908) | $129,968 . |
| 2024 RSUs | 2/21/2024 | 3,163 | $113,868 . |
| 2024 CAO Retention RSUs (off‑cycle) | 2/21/2024 | 5,334 | $192,024; cliff vests after 2 years . |
Vesting mechanics
- 2024 RSUs: vest in equal annual installments over three years following grant date .
- 2024 CAO retention RSUs: cliff vest after two years (grant 2/21/2024) .
- PSUs: earned after 2024–2026 period based on goals, settled post‑certification (typically Feb following performance end) .
Stock vested in 2024
| Metric | 2024 |
|---|---|
| Shares vested | 4,192 |
| Value realized on vesting | $151,825 |
Equity Ownership & Alignment
Beneficial ownership (record date March 31, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Veronika Johnson | 23,813 | <1% . |
Outstanding equity awards as of Dec 31, 2024
| Type | Shares/Units Unvested | Market Value at 12/31/24 |
|---|---|---|
| 22RSU | 565 | $19,114 |
| 23RSU | 1,432 | $48,445 |
| 23RSU (CAO) | 3,162 | $106,970 |
| 24RSU | 3,163 | $107,004 |
| 24RSU (CAO retention) | 5,334 | $180,449 |
| 23PSU (target reference) | 920 | $31,124 |
| 24PSU (target reference) | 3,163 | $107,004 |
Ownership guidelines and risk controls
- Executive stock ownership policy (illustrative levels): CEO 6x salary; Executive Leadership Team 3x; All other executive officers 2x. Until met, retention of 50–75% of after‑tax vested shares is required; as of March 31, 2025, all current NEOs had met or are retaining shares per policy .
- Hedging and pledging of company stock are prohibited for executive officers and directors (red‑flag risk mitigant) .
- Options: No option awards or option holdings were disclosed for Johnson in 2024 executive compensation tables .
Vesting schedule and potential supply
- Near‑term vesting cadence includes annual tranches from 2024 RSUs through 2027 and cliff vest of 5,334 CAO retention RSUs on 2/21/2026; PSUs from the 2024–2026 cycle settle post‑certification in early 2027 (subject to performance/modifier) .
- Note: We attempted to retrieve Johnson’s recent Form 4 filings to assess actual insider sales, but access to the insider-trades API was unavailable. Monitoring vest dates above can help anticipate mechanical sell pressure from tax withholding and diversification [ReadFile('/public/skills/insider-trades/SKILL.md')] (tool access failure noted).
Employment Terms
Executive Severance Plan (coverage includes Johnson)
- Without CIC: severance equals one year of base salary plus target bonus (paid over 12 months) and 12 months of health/welfare benefits; vesting follows standard award terms .
- With CIC (double‑trigger within two years): severance equals two years of base salary plus target bonus (lump sum), up to 18 months of health/welfare benefits, and accelerated vesting of outstanding equity awards at target or based on performance through the quarter before CIC per plan; equity plans require termination in connection with CIC for vesting (double‑trigger) .
- No excise tax gross‑ups; benefits conditioned on release and restrictive covenants (non‑compete, non‑disparagement, confidentiality) .
Johnson’s severance illustrations (excludes equity acceleration)
| Scenario (as of 12/31/2024) | Amount |
|---|---|
| Termination without cause/good reason — No CIC | $515,267 |
| Termination without cause/good reason — Within 2 years after a CIC | $1,026,868 |
Clawbacks
- Dodd‑Frank compliant clawback policy effective Oct 2, 2023 covering incentive compensation paid on financials later restated; expanded internal policy extends recovery to other key executives; provisions are incorporated into award documents .
Compensation Structure Details (Pay-for-Performance)
- Cash vs equity mix: For 2024, Johnson’s compensation included $340,225 salary, $240,590 AIP, and $435,860 in stock awards, reflecting a material at‑risk equity component (LTI PSUs/RSUs) and AIP funding above target for strong FCF/EBITDA execution .
- Shift toward RSUs/PSUs: 2024 LTI evenly split between PSUs and RSUs; an off‑cycle 2‑year cliff RSU grant added targeted retention value tied to cost optimization priorities .
- Performance rigor: PSU metrics center on multi‑year Adjusted EBITDA CAGR and ROIC with a relative TSR modifier against a packaging peer set; 2022–2024 payout was trimmed to 75% by low TSR quartile despite strong ROIC, indicating downside sensitivity to shareholder returns .
Performance & Track Record Highlights
- SEE 2024 performance (used in incentives): Net sales $5.39B, Adjusted EBITDA $1.11B, FCF $454M; AIP funded ~122% overall .
- Johnson served as principal financial officer during the interim CFO period and executed SEC certifications of the 2024 10‑K and 2025 earnings 8‑Ks .
Governance and Committee Oversight (Context)
- People & Compensation (P&C) Committee members are independent; the committee uses independent advisor Pearl Meyer and maintains best practices (pay-for-performance, measurable goals, double‑trigger equity vesting, ownership policy; no hedging/pledging, no CIC tax gross‑ups) .
Investment Implications
- Alignment and incentives: Johnson’s pay is tied to EBITDA growth, ROIC, and relative TSR via PSUs and a 45% bonus target tied to EBITDA/Net Sales/FCF, aligning her incentives with profitability, capital efficiency, and cash generation .
- Retention risk and supply: She holds multiple unvested RSU tranches with a meaningful 2‑year cliff grant vesting 2/21/2026; these provide retention value but can create known vest‑date supply (especially tax‑withholding sales). Absent Form 4 data (API access issue), watch vest dates for near‑term technicals (insider-trades tool note above).
- Ownership and discipline: Beneficial ownership is modest at <1% but governance mitigants (strict ownership guidelines, retention requirements, and no pledging/hedging) reduce misalignment and forced‑sale risks .
- Execution signal: The 2022–2024 PSU payout at 75% (penalized by relative TSR) and 2024 AIP >100% reflect a program that pays for internal performance yet is sensitive to shareholder returns—supportive of pay discipline through cycles .
Net takeaway: Johnson’s compensation structure emphasizes multi‑year EBITDA/ROIC value creation with TSR accountability, while sizeable unvested RSUs and a 2026 cliff vest support retention. Monitor upcoming vest dates and any Form 4 filings for potential short‑term supply; structurally, governance policies (no pledging/hedging, ownership guidelines, clawbacks) reinforce alignment and risk control .