Fiona Nielsen
Director at SLGN
Board
About Fiona Cleland Nielsen
Fiona Cleland Nielsen, age 49, has been an independent Director of Silgan Holdings Inc. since May 2024. She is Senior Vice President, Strategy and Mergers & Acquisitions at Copeland LP (since March 2024), and brings extensive M&A, strategy, and operational experience from prior roles at ATS Corporation, Honeywell Safety & Productivity Solutions, and Danaher/Tektronix Communications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copeland LP | Senior Vice President, Strategy & M&A | Mar 2024 – Present | Leads portfolio strategy and M&A for sustainable climate solutions platform |
| ATS Corporation (TSX/NYSE) | SVP, Strategy & M&A | Aug 2021 – Mar 2024 | Drove M&A for automation solutions across life sciences, transport, F&B, consumer, energy |
| Honeywell Safety & Productivity Solutions | VP, Strategy & M&A | Jan 2015 – Jun 2021 | Strategy/M&A for productivity, workplace safety, asset performance software/hardware |
| Danaher – Tektronix Communications | Various operational roles; Director, BD & M&A (Comms Software Platform) | Aug 2006 – Jan 2015 | Business development and M&A execution in communications software |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Copeland LP | SVP, Strategy & M&A | Private | Global provider of sustainable climate solutions (compression, controls, software, monitoring) |
| (No other public company directorships disclosed in past 5 years) | — | — | None disclosed |
Board Governance
- Independence: The Board determined Fiona Cleland Nielsen is an “independent director” under NYSE listing standards.
- Committee assignments (current): Audit Committee, Compensation Committee, and Nominating Committee (all independent directors serve on all three). She is not a chair.
- Committee chairs: Audit – Niharika Ramdev; Compensation – Leigh J. Abramson; Nominating – William T. Donovan.
- Attendance: In 2024, each Director attended at least 75% of aggregate Board and applicable committee meetings.
- Executive sessions: Non‑management and independent directors meet without management at each regular quarterly meeting.
- Board leadership: Separate Chair (non‑executive) and CEO roles; Chair is Anthony J. Allott.
- Governance policies: Director stock ownership guideline = 5x $110,000 cash retainer; anti‑hedging and anti‑pledging policy applies to directors.
Fixed Compensation (Director)
- Policy (2024): Annual Board retainer $110,000; Audit Committee retainer $12,000; Compensation Committee retainer $12,000; Nominating Committee retainer not separately listed (no generic member fee disclosed beyond Audit/Comp); Chairpersons of Audit/Comp/Nominating each receive $25,000; non‑executive Board Chair retainer $130,000.
- Ms. Nielsen’s 2024 cash compensation: $79,516 (fees earned/paid in cash).
| Item | Amount | Notes |
|---|---|---|
| Board cash retainer (policy) | $110,000 | Standard annual director retainer |
| Audit Committee member fee (policy) | $12,000 | Per member |
| Compensation Committee member fee (policy) | $12,000 | Per member |
| Committee chair fee (policy) | $25,000 | For each of Audit/Comp/Nominating chair |
| Board Chair retainer (policy) | $130,000 | Non‑executive Chair |
| Fiona C. Nielsen – Cash fees 2024 | $79,516 | As reported in Director Compensation table |
Performance Compensation (Director Equity)
- Annual equity grant (policy): $125,000 fair value in restricted shares or RSUs granted on first business day after annual meeting; for newly elected directors, pro‑rated grant at next annual meeting.
- 2024 grant: 2,712 restricted stock units (RSUs) on May 29, 2024; grant date fair value $124,955; vests in a single installment at the next annual meeting. RSUs carry dividend equivalents paid upon vesting.
- 2025 grant: 2,262 shares reported as an award on May 28, 2025 (Form 4), consistent with annual director award cadence.
| Grant Date | Instrument | Units | Grant-Date FV ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| 2024-05-29 | RSUs | 2,712 | 124,955 | Vest in single installment at following annual meeting | Accrued and paid upon vesting |
| 2025-05-28 | Awarded shares/RSUs (Form 4 “A”) | 2,262 | n/a | Not specified in Form 4; timing consistent with annual director award | n/a |
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Ms. Nielsen.
- Compensation Committee interlocks: None in 2024 (no SLGN executive served on other companies’ comp committees with reciprocal relationships).
Expertise & Qualifications
- Core strengths: Corporate strategy, mergers & acquisitions, and operating experience across industrial technology, automation, and climate solutions.
- Board-relevant skills: Financial and transactional acumen aligned with SLGN’s acquisitive history and portfolio management discipline.
Equity Ownership
| Measure | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership | 2,712 shares | Record Date 2025-04-04 | Shares issuable for RSUs vesting within 60 days count toward beneficial ownership; under 1% |
| Unvested RSUs outstanding | 2,712 | 2024-12-31 | From Outstanding Equity Awards table |
| Additional award | 2,262 | 2025-05-28 | Form 4 “A” transaction (award) |
| Anti-pledge/hedge status | Prohibited | Policy | Directors barred from hedging/pledging SLGN stock |
| Director ownership guideline | $550,000 | Policy | 5x $110,000 retainer; 5‑year transition for new directors |
Insider Trades (Form 4)
| Trade Date | Filing Date | Type | Shares | Post-Trans Holdings | Source |
|---|---|---|---|---|---|
| 2025-05-28 | 2025-05-30 | A – Award | 2,262 | 4,974 | [SEC Form 4 index] https://www.sec.gov/Archives/edgar/data/2025277/000084986925000105/0000849869-25-000105-index.htm |
| 2024-05-29 | 2024-05-31 | A – Award | 2,712 | 2,712 | [SEC Form 4 index] https://www.sec.gov/Archives/edgar/data/849869/000084986924000112/0000849869-24-000112-index.htm |
Related Party Transactions & Conflicts
- Company disclosure noted ordinary-course raw material purchases from two companies linked to other directors (one as an executive officer; one as a director and, via employer, investor); directors did not direct the purchases and none constituted a related-party transaction requiring Audit Committee approval. No specific related‑party transactions involving Ms. Nielsen were disclosed.
Compensation Committee Practices (Governance Signals)
- Committee membership: Ms. Nielsen serves on the Compensation Committee overseeing executive pay, equity plan administration, and target setting.
- Independent consultant: Meridian Compensation Partners engaged in 2024; Compensation Committee concluded no conflicts of interest.
- Shareholder support: 2024 Say‑on‑Pay received ~98% approval (for 2023 NEO compensation), indicating strong investor support for compensation practices overseen by the committee.
Director Compensation Summary (2024)
| Component | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $79,516 | |
| Stock Awards (grant-date fair value) | $124,955 | |
| Total | $204,471 |
Governance Assessment
- Positive signals:
- Independent director with broad M&A/strategy expertise; serves on Audit, Compensation, and Nominating Committees, enhancing board effectiveness across finance, pay, and director nominations.
- Strong governance architecture: separate Chair/CEO, regular executive sessions, anti‑hedge/pledge policy, and director ownership guidelines.
- High say‑on‑pay support and use of an independent compensation consultant without conflicts.
- Active engagement: met attendance threshold (≥75%) in 2024.
- Watch items:
- As a newer director, current beneficial ownership is modest and building via annual RSU awards consistent with policy; guidelines allow five years for compliance.
- Company disclosed ordinary‑course transactions linked to other directors; none involved Ms. Nielsen or triggered related‑party approval, but continued monitoring of potential interlocks remains prudent.
Overall, Ms. Nielsen’s independent status, committee breadth, and M&A background support board effectiveness and transaction oversight, while equity-based director pay and anti‑pledging policies align her interests with shareholders.