Adam Greenlee
About Adam Greenlee
Adam J. Greenlee, age 51, is President and Chief Executive Officer of Silgan Holdings (CEO since September 2021; President since April 2019) and has served on the Board since November 2022 . Under his tenure, Silgan’s 2024 Adjusted EBITDA was $881.5 million versus $870.7 million in 2023 (101.2% of 2023), driving a 100% bonus payout under the CEO plan for 2024; 2025 increases his target bonus opportunity to 125% of salary, still tied to Adjusted EBITDA as the sole metric . Company performance context: 2024 Net Income $276.4 million and cumulative TSR of $180.13 on a $100 base since 1/1/2020 (company-level) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Silgan Holdings | Chief Executive Officer and President | CEO since Sep 2021; President since Apr 2019 | Leads strategy and execution across closures, metal containers, and plastic containers businesses . |
| Silgan Holdings | Chief Operating Officer | Aug 2009–Aug 2021 | Operations leadership across global manufacturing footprint . |
| Silgan Holdings | Executive Vice President | Oct 2007–Mar 2019 | Senior corporate leadership and oversight . |
| Silgan White Cap (Silgan) | President, North America | Jan 2006–Oct 2007 | Business unit P&L leadership . |
| Silgan White Cap (Silgan) | EVP, North America | Mar 2005–Jan 2006 | Commercial/operational leadership . |
| ATI Allegheny Rodney | VP & GM | Jan 2003–Feb 2005 | Ran operating unit; manufacturing leadership . |
| ATI Allegheny Rodney | Director of Marketing | Feb 2001–Jan 2003 | Commercial strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or roles disclosed for Greenlee in the latest proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Notes |
|---|---|---|---|
| 2024 | 1,122,000 | 100% | CEO plan (Senior Executive Performance Plan) with single metric (Adjusted EBITDA) . |
| 2023 | 1,100,000 | 100% | CEO plan structure unchanged vs 2024 . |
| 2022 | 1,035,000 | — | CEO since Sep 2021; plan framework consistent (Adj. EBITDA) . |
| 2025 (set) | — | 125% | Target bonus opportunity increased to 125% of salary; metric remains Adjusted EBITDA (single metric) . |
Performance Compensation
- Annual cash incentive (2024)
- Program: Senior Executive Performance Plan (single metric)
- Metric and target: Adjusted EBITDA; target equals 2023 Adjusted EBITDA of $870.7 million
- Actual: 2024 Adjusted EBITDA $881.5 million (101.2% of 2023)
- Payout: 100% of salary = $1,122,000
| Component | Metric(s) | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 Annual Cash | Adjusted EBITDA (single metric) | Single-metric | $870.7m (2023 Adj. EBITDA) | $881.5m (101.2% of 2023) | $1,122,000 | Cash paid after year-end . |
Long-term equity (structure and 2024 grants)
- Structure: Only RSUs and performance-based RSU “Supplemental Stock Awards”; no options are used or outstanding .
- Performance framework: Annual “retention” RSUs sized to target multiples (CEO: 3x salary+bonus) if minimum company performance (≥75% of prior year Adjusted EBITDA) is met; “Supplemental” awards also require attaining performance criteria (typically company Adjusted EBITDA); once criteria are met, awards vest time-based (3–5 years) .
- 2024 CEO grants:
- 44,800 RSUs (time-vest, 5 equal tranches 2025–2029); GDFV $1,966,944 .
- 66,000 performance RSUs (criteria for 2024 met; vest in 3 equal tranches 2025–2027); GDFV $2,897,730 .
| Grant Date | Type | Shares Granted | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2024-03-01 | RSUs (time-based) | 44,800 | 8,960/yr on Mar 1, 2025–2029 | 1,966,944 |
| 2024-03-01 | Performance RSUs | 66,000 | 22,000/yr on Mar 1, 2025–2027 (criteria attained) | 2,897,730 |
| 2023-05-30 | Performance RSUs | 70,000 | Ratably over 3 yrs beginning Mar 1, 2024 | — (see 2023 SCT) |
| 2022-03-01 | Performance RSUs | 47,000 | Ratably over 3 yrs from grant (criteria attained) | — (2022 SCT) |
| 2022-03-01 | Performance RSUs | 66,300 | Ratably over 5 yrs from grant (criteria attained) | — (2022 SCT) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 109,371 shares (≤1%) . |
| Shares outstanding (record date) | 106,993,180 . |
| Ownership as % of SO | ~0.10% (109,371 / 106,993,180) . |
| Options | None outstanding (company-wide) ; no CEO options . |
| Unvested RSUs (time-based) | Multiple tranches outstanding; see vesting schedule below -. |
| Unearned/Performance RSUs | 66,000 (vesting ratably 2025–2027, criteria attained) . |
| Dividend equivalents | Accrue on RSUs and pay upon vesting (aligns with shareholder returns) . |
| Stock ownership guidelines | CEO: 6x base salary; 5-year transition window . |
| Hedging/pledging policy | Prohibits hedging and pledging; also prohibits margin . |
Upcoming vesting schedule (predictable supply/withholding cadence)
- 3/1/2025 scheduled to vest: 92,481 RSUs (sum of 2,880; 1,360; 13,260; 15,667; 5,020; 23,334; 8,960; 22,000) .
- 3/1/2026: 73,933 RSUs (1,360; 13,260; 5,020; 23,333; 8,960; 22,000) .
- 3/1/2027: 49,240 RSUs (13,260; 5,020; 8,960; 22,000) .
- 3/1/2028: 8,960 RSUs .
- 3/1/2029: 8,960 RSUs . Note: Company states RSUs accrue dividend equivalents; vested shares are commonly net-settled for tax withholding (general practice; specific Form 4 transactions not provided in proxy). Sizing and dates from the Outstanding Equity Awards table footnotes -.
Employment Terms
| Provision | Terms |
|---|---|
| Severance (without cause) | Lump sum equal to current annual salary + annual bonus at then-current maximum (per employment letter dated Oct 1, 2007) . |
| Illustrative severance as of 12/31/2024 | $2,244,000 (salary + 2024 max bonus) . |
| Change-of-control (CoC) | RSUs vest immediately only if awards are not assumed by acquirer; if assumed, double trigger (termination without cause within 24 months) for immediate vesting . |
| Value of unvested RSUs upon CoC (as of 12/31/2024) | $12,157,526 (valued at $52.05 per share) . |
| Clawback | NYSE/SEC-compliant clawback policy adopted Nov 1, 2023; 3-year lookback from restatement (post Oct 2, 2023) . |
| Trading windows | Additional trading restrictions for officers; pre-clearance required . |
| Retirement & perks | CEO does not receive company pension/other benefits, can contribute to 401(k) without company match; keeps independence advising on benefits . |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since Nov 2022; Class I nominee for re-election (term through 2028) . |
| Independence | Not independent (inside director as CEO); independent directors identified separately . |
| Chair structure | Non-executive Chair (Anthony J. Allott); CEO and Chair roles separated . |
| Committees | Audit, Compensation, Nominating committees composed entirely of independent directors; CEO not a member -. |
| Executive/independent sessions | Independent directors held four meetings in 2024; non-management/independent sessions occur quarterly . |
| Attendance | Each director attended ≥75% of board and committee meetings in 2024 . |
| Director pay | Officers (incl. Greenlee) receive no director retainers/equity; non-employee directors receive cash/equity retainers -. |
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprises independent directors (Abramson—Chair, Donovan, Lich, Cleland Nielsen, Ramdev); met 4x in 2024 .
- Consultant: Meridian Compensation Partners engaged by the committee; no conflicts identified; reports to the committee, not management .
- Peer references: Committee reviews public compensation data from a set of manufacturing/packaging peers (e.g., Aptar, Avery Dennison, Ball, Berry, Crown, Graphic Packaging, Greif, O-I, PCA, Pactiv Evergreen, Sealed Air, Sonoco, Sylvamo); not used for strict benchmarking .
- Say-on-Pay: 98% approval at 2024 annual meeting for 2023 NEO compensation; no changes implemented as a result .
Director Compensation (as applicable to role)
| Component | Framework |
|---|---|
| Annual cash retainer (non-employee directors) | $110,000; committee retainers $12,000 (Audit/Comp); chair retainers $25,000; non-exec Board Chair $130,000 . |
| Equity retainer (non-employee directors) | ~$125,000 in RSUs/restricted shares granted post-AGM; single-vest at next AGM -. |
| Greenlee status | Receives no director compensation because he is an officer . |
Say-On-Pay & Shareholder Feedback
- Say-on-Pay approval: ~98% approval in 2024 for 2023 compensation .
- Frequency: Annual Say-on-Pay, consistent with 2023 frequency vote -.
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Value of $100) | $121.08 | $141.75 | $173.91 | $154.21 | $180.13 |
| Peer Group TSR (DJ US Containers & Packaging) | $121.14 | $134.41 | $110.49 | $118.91 | $136.68 |
| Net Income ($000s) | 308,722 | 359,081 | 340,848 | 325,965 | 276,377 |
| Adjusted EBITDA ($000s) | 766,836 | 846,441 | 964,034 | 870,694 | 881,460 |
| Note: Greenlee became CEO September 2021; metrics are company-level; Adjusted EBITDA definition and evolution disclosed (excludes U.S. pension income/expense from 2023 onward) . |
Compensation Structure Analysis
- Cash vs equity mix: CEO pay heavily equity-linked via multi-year RSUs/performance RSUs with time vesting; no options since 2005; dividend equivalents align with shareholder returns .
- Metric rigor: CEO annual bonus is a single-metric (Adjusted EBITDA) program using prior-year level as target; 2024 payout was 100% at 101.2% of 2023 Adj. EBITDA .
- 2025 incentive leverage: Target bonus opportunity increased to 125% of salary (from 100%), still tied to Adjusted EBITDA .
- Clawback/hedging/pledging: Modern policies adopted; Dodd-Frank clawback (3-year); hedging/pledging prohibited; margin prohibited .
- Peer group: Used as a market reference (not strict benchmark), reducing risk of pay inflation via percentile ratcheting .
Risk Indicators & Red Flags
- Pledging/hedging: Explicitly prohibited (mitigates misalignment risk) .
- Options repricing: Not applicable—no options outstanding .
- Related party transactions: 2024 transactions were ordinary course; no related-party transactions requiring Audit Committee approval disclosed .
- Say-on-Pay: Strong support (98%) reduces governance concern on pay alignment .
- Tax gross-ups/perquisites: Generally not provided; CEO receives minimal perqs (e.g., dividend equivalents on RSUs; basic life insurance) .
Employment & Contracts (Retention/Transition)
- Severance: Salary + max bonus upon termination without cause; $2.244 million as of 12/31/2024 .
- Change-of-control: Double-trigger acceleration if awards assumed and termination without cause within 24 months; $12.16 million estimated value of unvested RSUs if not assumed (as of 12/31/2024) .
- Non-compete/Non-solicit/Garden leave: Not disclosed in proxy -.
Equity Vesting Schedules and Insider Selling Pressure
- Significant scheduled RSU vesting dates (chiefly each March 1) in 2025–2027, then smaller tranches 2028–2029, create predictable issuance/withholding cadence: 92,481 (2025), 73,933 (2026), 49,240 (2027), 8,960 (2028), 8,960 (2029) -.
- Note: The proxy does not list 10b5-1 plans or Form 4 activity for Greenlee; company trading policy restricts trading windows and requires approvals .
Investment Implications
- Pay-for-performance alignment: CEO bonus is tightly linked to company Adjusted EBITDA; 2024 payout at 100% (101.2% of target) supports alignment. LTI is equity-only with multi-year time vesting and dividend equivalents; no options; robust clawback/anti-hedging/anti-pledging policies reduce misalignment risk .
- Retention and dilution cadence: Material vesting tranches in Mar-2025/26/27 signal ongoing equity issuance/withholding cadence; while not indicative of open-market selling, these dates can be relevant for short-term technicals and share count dynamics -.
- Governance comfort: Non-executive Chair, fully independent committees, strong Say-on-Pay support (98%) and external consultant without conflicts support governance quality .
- Incentive leverage: Increasing the 2025 CEO target bonus to 125% raises at-risk cash leverage; continued reliance on single-metric (Adjusted EBITDA) framework puts emphasis on operating execution and M&A integration discipline (notably Weener Packaging acquisition in 2024 context referenced across disclosures) .