B. Frederik Prinzen

About B. Frederik Prinzen

B. Frederik Prinzen is Senior Vice President, Corporate Development at Silgan Holdings Inc., serving in this role since February 2014; he previously was Vice President, Corporate Development from July 2008 to February 2014. He is age 66 (as of December 31, 2024) and has deep operating and packaging sector experience, including prior COO responsibilities at Alcan Pharmaceutical Packaging – Americas and senior roles at Shorewood Packaging (International Paper) and Paperboard Industries Corporation . Company performance context during his tenure includes 2024 net sales of approximately $5.9 billion and long-run TSR and profitability trends tracked by the Compensation Committee (Adjusted EBITDA is the most important performance measure used to link NEO pay to performance) .

Past Roles

External Roles

Fixed Compensation

• Silgan targets competitive base salaries for executive officers versus manufacturing and packaging peers; peer data reviewed includes AptarGroup, Avery Dennison, Ball, Berry Global, Crown, Greif, O-I Glass, Packaging Corp of America, Pactiv Evergreen, Sealed Air, Sonoco, Sylvamo (not used for strict benchmarking) .
• Annual base salary adjustments consider cost-of-living, changes in responsibilities, and competitive pay levels .

Note: Mr. Prinzen was not a Named Executive Officer (NEO) in 2024–2025; therefore, individual base salary and bonus amounts for him are not disclosed in the Summary Compensation Table.

Performance Compensation

• Company programs use performance-linked annual cash bonuses and equity-based compensation. For NEOs in 2024, performance goal was Adjusted EBITDA; the Committee identifies Adjusted EBITDA, Adjusted EBIT, and Adjusted EPS as the most important measures linking compensation actually paid to performance .
• RSU awards under the Stock Incentive Plan generally vest ratably over five years; performance grants may be used to align the nominal value of unvested RSUs with target multiples (CEO: 3x salary+bonus; other NEOs: 3x salary) when minimum Company performance is achieved .

Individual performance metrics, weighting, targets, and payouts for Mr. Prinzen are not disclosed. Company-level metrics for 2024 are summarized below.

Company Performance During Prinzen’s Tenure (context)

• The Committee notes Adjusted EBITDA excludes U.S. pension other income/expense beginning in 2023; net income in 2024 included $51.1 million higher rationalization charges and $28.4 million higher costs attributable to announced acquisitions vs. 2023 .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6x base salary; other Named Executive Officers 3x base salary; other executive officers 1x base salary; five-year transition period for new appointees .
• Anti-hedging and anti-pledging policy prohibits hedging transactions, margin purchases, and pledging of Company stock by directors and officers; trading windows are enforced and require General Counsel approval outside windows .

Beneficial ownership for Mr. Prinzen is not listed (security ownership table covers directors and NEOs); group-level executive/director ownership is 1,213,701 shares (1.13% of outstanding) . No pledging is permitted for officers per policy .

Employment Terms

• Current role: Senior Vice President, Corporate Development since February 2014; previously Vice President, Corporate Development from July 2008 .
• Change-of-control treatment (plan-level): RSUs vest immediately upon change of control only if awards are not assumed; if assumed, RSUs vest on a double trigger when employment is terminated without cause within 24 months post-change of control; award agreements govern specifics and must comply with Section 409A .
• Severance and contract terms for Mr. Prinzen are not disclosed; severance provisions cited in the proxy apply specifically to Named Executive Officers .

Compensation Committee Analysis

• Compensation Committee (independent directors; chair Leigh J. Abramson) oversees executive compensation, equity plans, performance goal setting, and pay-for-performance alignment; authorized to retain advisors .
• Committee reviews say-on-pay outcomes and updates its charter annually; compensation philosophy aims to attract/retain talent, reward short- and long-term performance, and avoid excessive risk-taking .

Investment Implications

• Alignment: Strong policy-based alignment via ownership guidelines (1x salary for other executive officers) and strict anti-hedging/anti-pledging policy reduces misalignment/pledging red flags .
• Vesting cadence: Company RSU practices (five-year ratable vesting) create smoother vesting schedules and, when applicable to executives, can mitigate concentrated insider selling windows .
• Performance linkage: Company emphasizes Adjusted EBITDA/EBIT/EPS in pay-for-performance; despite 2024 net income pressure from rationalization and acquisition costs, Adjusted EBITDA remained resilient vs. 2023, supporting the Committee’s framework .
• Disclosure limits: As a non-NEO, Mr. Prinzen’s specific cash/equity pay, severance, and ownership amounts are not disclosed; investors should monitor future proxies/8‑Ks for any role changes and use Form 4 data to assess selling pressure when available. Company-level succession and organizational updates reflect active talent planning, which supports execution continuity in corporate development .