Frank Hogan
Executive Vice President, General Counsel and Secretary at SLGN
Executive
About Frank Hogan
Frank W. Hogan, III is Executive Vice President, General Counsel and Secretary of Silgan Holdings Inc., serving in this role since January 2023; previously Senior Vice President, General Counsel and Secretary (2002–2022), Vice President, General Counsel and Secretary (1997–2002), and partner/associate at Winthrop, Stimson, Putnam & Roberts (1988–1997). He is age 64 as of December 31, 2024, and has been with Silgan since 1997, reflecting deep tenure across legal and governance functions . Company performance context over his recent tenure: revenues declined from $6.41B in FY 2022 to $5.85B in FY 2024, while EBITDA decreased from $964M to $879M*, aligning incentive plans that emphasize Adjusted EBITDA delivery . Say‑on‑pay support remained strong at ~98% approval in 2024, indicating shareholder backing for pay programs .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $6,411,499,000 | $5,988,205,000 | $5,854,694,000 |
| EBITDA ($USD) | $964,034,000* | $867,081,000* | $878,821,000* |
Values retrieved from S&P Global.
Note: Adjusted EBITDA is the primary bonus metric; proxy shows 2023 Adjusted EBITDA of $870.7M used as 2024 target and actual 2024 Adjusted EBITDA of $881.5M for payout determination .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Silgan Holdings Inc. | EVP, General Counsel & Secretary | 2023–present | Executive legal leadership; corporate governance; transaction execution |
| Silgan Holdings Inc. | SVP, General Counsel & Secretary | 2002–2022 | Led legal function through growth/M&A; governance |
| Silgan Holdings Inc. | VP, General Counsel & Secretary | 1997–2002 | Established legal function; corporate governance |
| Winthrop, Stimson, Putnam & Roberts | Partner | 1995–1997 | Complex corporate legal advisory |
| Winthrop, Stimson, Putnam & Roberts | Associate | 1988–1995 | Corporate/securities law practice |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP) | Partner/Associate | 1988–1997 | External legal experience underpinning corporate counsel role |
Fixed Compensation
Multi‑year cash and total compensation for Frank Hogan:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $543,699 | $600,000 | $612,000 |
| Discretionary Bonus ($) | $0 | $0 | $100,000 (extraordinary contributions incl. Weener acquisition) |
| Non‑Equity Incentive Plan Compensation ($) | $326,219 | $225,000 | $459,000 |
| Stock Awards ($) | $708,795 | $786,675 | $1,378,617 |
| Change in Pension Value ($) | $0 | $143,201 | $110,246 |
| All Other Compensation ($) | $173,374 | $105,973 | $63,971 |
| Total ($) | $1,752,087 | $1,860,849 | $2,723,834 |
Guidelines/policies relevant to fixed pay:
- Stock ownership guidelines: 3× base salary for other Named Executive Officers, including Hogan .
- Trading policy: trading windows and pre‑clearance by General Counsel for directors/officers .
- Anti‑hedging and anti‑pledging policy prohibits hedging and pledging Company shares for directors/officers .
- Clawback policy adopted Nov 1, 2023 per NYSE/SEC rules; applies to incentive comp received in the 3 fiscal years preceding any required restatement .
Performance Compensation
Annual cash bonus structure (Holdings Executive Officer Program):
| Component | Metric | Weighting | Target | Actual | Payout & Basis | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 Annual Bonus | Adjusted EBITDA | 100% | $870.7M (Company 2023 Adjusted EBITDA baseline) | $881.5M (101.2% of 2023) | 75% of salary target; maximum also 75%; actual paid $459,000 (100% of target) | Paid following year per plan |
Equity awards granted (RSUs/PSUs):
| Grant Date | Type | Shares | Grant‑Date Fair Value ($) | Vesting Schedule | Performance Condition |
|---|---|---|---|---|---|
| 03/01/2024 | RSUs | 14,400 | $632,232 | 2,880 each March 1, 2025–2029 | Time‑based |
| 03/01/2024 | Performance RSUs | 17,000 | $746,385 | 5,667 on 03/01/2025; 5,666 on 03/01/2026; 5,667 on 03/01/2027 | Company attained 2024 performance criteria; three‑year ratable vest |
| 05/30/2023 | Performance RSUs | 10,500 | $485,888 | 3,500 each March 1, 2024–2026 | Company attained 2023 performance criteria |
| 03/01/2022 | Performance RSUs | 10,000 | — | 3,333 each March 1, 2025–2027 (remaining) | Company attained 2022 performance criteria; 3‑year ratable vest |
Program design and metrics:
- Executive equity is delivered via restricted stock units and performance RSUs; Silgan has not granted options for many years and had no options outstanding in 2024 .
- Dividend equivalents accrue on RSUs and are paid upon vesting, aligning executives with shareholders . In 2024, Hogan received $31,986 in dividend equivalents (and $6,875 group life insurance), plus Company contributions to Supplemental Plan and 401(k) trusts .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 253,163 shares directly owned |
| Ownership % of Outstanding | <1% (asterisk denotes under 1%) |
| Unvested Time‑Based RSUs (12/31/2024) | 1,640; 2,000; 4,260; 3,333; 5,200; 7,000; 14,400 (market values shown at $52.05/sh in proxy) |
| Unvested Performance RSUs (Unearned) | 17,000 (market value basis $52.05/sh in proxy) |
| Shares Acquired on Vesting (2024) | 19,447 shares; value realized $853,821 |
| Options | None outstanding (Company does not have options outstanding) |
| Pledging/Hedging | Prohibited for directors/officers; margin purchases and pledging disallowed |
| Ownership Guidelines | 3× base salary for other NEOs; 6× for CEO; 5× director retainer |
| Compliance Indicator | Based on 12/31/2024 price used in proxy tables ($52.05/sh) and Hogan’s 253,163 shares, indicative holding value ≈ $13.2M, well above 3× salary guideline threshold |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (termination without cause) | Lump sum equal to current annual salary (Hogan); pro‑rata bonus if termination not voluntary |
| Change‑of‑Control treatment | If awards not assumed, RSUs vest immediately; if assumed, double‑trigger acceleration upon termination without cause within 24 months post‑CoC |
| Clawback | Mandated clawback policy adopted 11/01/2023 per NYSE/SEC; recovery of erroneously awarded incentive comp within 3 prior fiscal years |
| Retirement/Pension | Silgan Containers Pension Plan present value: $1,039,105 (28 years credited service) |
| Deferred Compensation | Supplemental Plan: 2024 contributions—Exec $29,520; Registrant $14,760; Earnings $607,757; Year‑end balance $3,370,700 |
| Perquisites | Generally none; for Hogan, Company contributions to plans, dividend equivalents, and group life premiums disclosed |
Compensation Structure Analysis
- Increased equity emphasis and continued use of RSUs/PSUs over options lowers risk and enhances alignment; no options outstanding reduces repricing risk .
- Annual bonus for Hogan is formulaic and fully tied to Adjusted EBITDA with fixed target/max at 75% of salary; 2024 payout at 100% of target reflects performance slightly above prior‑year baseline .
- Discretionary $100,000 bonus in 2024 recognizes extraordinary contributions including the Weener Packaging acquisition—an indicator of event‑linked retention/incentive flexibility .
- Ownership/hedging policies and clawback framework strengthen governance and reduce misalignment/pledging risks .
Compensation Peer Group (Reference for pay levels)
The Compensation Committee reviews publicly available compensation data from manufacturing/packaging peers (e.g., AptarGroup, Avery Dennison, Ball, Berry Global, Crown Holdings, Graphic Packaging, Greif, O‑I Glass, Packaging Corp of America, Pactiv Evergreen, Sealed Air, Sonoco, Sylvamo), but does not formally benchmark pay decisions; instead uses such data for context .
Say‑on‑Pay & Shareholder Feedback
2024 advisory vote on NEO pay received approximately 98% approval; no program changes implemented as a result of the vote, indicating strong investor support .
Performance & Track Record
- Company TSR and performance are incorporated into pay‑vs‑performance disclosures; Adjusted EBITDA is cited as the most important financial measure linking compensation actually paid to performance, consistent with Hogan’s bonus plan .
- The Company executed strategic transactions (e.g., Weener Packaging agreement announced July 24, 2024; Hogan signed related filings), underscoring governance and execution responsibilities in his role .
Investment Implications
- Alignment: Strong due to sizeable personal ownership, multi‑year RSU vesting schedules, anti‑hedging/anti‑pledging, ownership guidelines, and clawback policy; low pledging/hedging risk .
- Incentive quality: Cash bonus tied solely to Adjusted EBITDA can incentivize earnings quality and cash conversion; supplemental discretionary awards aligned with strategic events indicate retention focus .
- Selling pressure: 2024 vesting converted 19,447 shares; absence of options and the trading window policy reduce opportunistic selling risk; no pledging and robust governance further mitigate .
- CoC economics: RSU treatment is standard “assume or accelerate” with double‑trigger vesting—no excessive parachute multiples; severance equals one year salary—moderate separation cost .
- Execution track: Legal/governance continuity since 1997 and role in major transactions suggest low transition risk and high institutional knowledge—positive for consistency in disclosure quality and M&A execution .
Note: EBITDA values marked with * are from S&P Global. Values retrieved from S&P Global.