Zubaid Ahmad - Director | SEALED AIR CORP/DE (SEE) Executive Profile & Compensation

About Zubaid Ahmad

Independent director since 2020 (age 63), Chair of the People & Compensation (P&C) Committee, and member of the Audit, Nominating & Corporate Governance (N&CG), and Executive Committees. Founder and Managing Partner of Caravanserai Partners LLC; prior roles include Vice Chairman of Citigroup’s Institutional Clients Group and senior positions at Standard Chartered, J.P. Morgan, and Credit Suisse. Education: B.S. in Business Administration from Georgetown University; MBA from Harvard University; designated an “audit committee financial expert.” Brings 40 years of global corporate and investment banking experience and deep finance/accounting expertise.

Past Roles

Organization	Role	Tenure	Committees/Impact
Caravanserai Partners LLC	Founder & Managing Partner	2017–Present	Merchant banking; M&A, sovereign advisory, strategic capital raising, PE transactions
Citigroup Inc.	Vice Chairman, Institutional Clients Group; Co-Head Global Asset Managers; COO Global CIB	Joined 2010; Co-Head 2016–2017	Senior leadership across markets and client coverage
CPP Investments	Senior Advisor	2019–2023	Advisory to global investment organization
Muzinich & Co.	Senior Advisor	2017–2021	Corporate credit asset management advisory
Actis	Senior Advisor	2017–2019	Sustainable infrastructure investment advisory
Standard Chartered; J.P. Morgan; Credit Suisse	Senior roles	Not specified	Global banking leadership, finance and markets experience

External Roles

Organization	Role	Status	Notes
U.S.-listed public company boards (past 5 years)	—	None disclosed	SEE proxy nominee biography lists none

Board Governance

Status and tenure: Independent director; Board determined all non-employee nominees, including Ahmad, are independent. Director since 2020.
Committee assignments and meeting cadence: Audit (member; 7 meetings in 2024), N&CG (member; 5 meetings), P&C (Chair; 5 meetings), Executive Committee (member as a standing committee chair).
Attendance and engagement: Board held 5 meetings; each current director attended at least 90% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
Expertise designation: Audit Committee financial expert (Ahmad and Berryman designated).
Governance processes: Regular executive sessions of independent directors; annual Board and committee self-evaluations; robust risk oversight across committees.

Fixed Compensation

Component	Detail	2024 Amount
Fees Earned or Paid in Cash	Cash committee/education fees; Ahmad elected to take the cash portion of his annual retainer in stock units	$24,000
Stock Awards (Retainer equity)	Fully vested shares/stock units as part of annual retainer under 2014 Omnibus Incentive Plan	$270,028
Total		$294,028

Board retainer structure (approved for 2024): Other directors—$110,000 cash (electable in stock) + $160,000 stock; P&C Committee Chair fee $20,000; Audit Committee member $10,000; P&C Committee member $10,000; N&CG Committee member $7,500.
Director education: $2,000/day; Ahmad received $2,000 in 2024.
Deferred compensation: Directors may defer stock/cash portions into stock units and cash accounts; dividend equivalents paid on units; balances paid at retirement.

Performance Compensation

Equity Component	Vesting / Terms	2024 Value
Annual Retainer Stock/Units	Retainer equity fully vested upon issuance; restrictions on transfer while serving (gifts allowed if beneficial ownership retained)	$270,028

No performance-based director awards (no options/PSUs for directors); equity is part of fixed retainer to align interests.
Hedging/pledging prohibited for directors and executives.

Other Directorships & Interlocks

Area	Detail
Interlocks	P&C Committee disclosed no interlocks or insider participation in 2024.
Referral	Board nominee Anthony J. Allott was initially identified via referral from Ahmad; vetted by third-party search and N&CG evaluation before appointment.

Expertise & Qualifications

Global finance and investment markets expertise; 40 years in corporate and investment banking; finance/accounting understanding; designated audit committee financial expert.
Education: Georgetown University (BS), Harvard University (MBA).

Equity Ownership

Holder	Common Shares	Stock Units (Deferred)	Ownership %
Zubaid Ahmad	1,200	25,995	<1%

Stock units under Director Deferred Compensation Plan are non-transferable and have no voting rights; dividend equivalents accrue.
Director stock ownership guidelines: 5x cash retainer ($550,000 for directors); as of March 31, 2025, Ahmad met guidelines (exceptions named did not include Ahmad).
Restrictions: Directors may not sell/encumber retainer shares while serving (limited gifting allowed) and are subject to anti-hedging/pledging policy.

Governance Assessment

Strengths: Independent status; chairs P&C Committee and serves on Audit and N&CG; designated audit committee financial expert; strong attendance and engaged governance practices; compensation mix emphasizes equity retainer aligning with shareholders.
Compensation governance: P&C Committee uses independent consultant (Pearl Meyer); clawback policy in place for executives; robust stock ownership guidelines for directors and executives.
Conflicts/related-party exposure: No related-party transactions disclosed involving Ahmad; company disclosed an arm’s-length office lease with Vanguard (major shareholder).
Potential watchpoint: Ahmad’s referral of Allott (Chair of Silgan, a packaging peer) introduces a potential information-flow sensitivity; mitigated by third-party vetting and N&CG process.
Overall signal: Governance profile supports investor confidence—independent chair-led board, strong committee leadership by Ahmad on P&C, and adherence to anti-hedging and ownership alignment.

RED FLAGS

None disclosed specific to Ahmad (no hedging/pledging, no related-party transactions, no attendance issues, no compensation interlocks).