Jay Martin
About Jay Martin
Jay A. Martin is Senior Vice President and President of Silgan Plastics (plastic container operations). He has been Senior Vice President since March 2023 and President of Silgan Plastics since August 2015; previously President of Silgan Plastic Closure Solutions (2012–2015) and VP & GM of Silgan ipec Corporation (2010–2012). Age 51 in the 2025 proxy; age 50 in the 2024 proxy. Prior to Silgan’s acquisition of IPEC Global in 2010, he held leadership roles at IPEC from 1996, last serving as COO . Company performance context over FY2022–FY2024: revenues declined from $6.41B to $5.85B, EBITDA moved from $964M to $879M*, and net income moved from $341M to $276M . Values retrieved from S&P Global (*).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Silgan Plastics (Silgan Holdings Inc.) | President | Aug 2015–Present | Leads plastic container operations; accountable for Adjusted EBIT performance used in incentive payouts . |
| Silgan Holdings Inc. | Senior Vice President | Mar 2023–Present | Corporate officer; participates in equity-based compensation and executive policies (anti-hedging/pledging; ownership guidelines) . |
| Silgan Plastic Closure Solutions | President | Oct 2012–Aug 2015 | Led plastic closures within the closures business . |
| Silgan ipec Corporation | VP & General Manager | Nov 2010–Oct 2012 | Leadership role post-acquisition of IPEC Global . |
| IPEC Global, Inc. | Chief Operating Officer; prior leadership roles | May 1996–Nov 2010 | Operational leadership pre-acquisition; integrated into Silgan's closures business . |
External Roles
Not disclosed in company filings for Jay A. Martin (no public company directorships or committee roles noted in executive officer biographies) .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $517,500 | $535,613 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 30% (22.5% tied to financial goal; 7.5% tied to non-financial goals) |
| Actual Bonus Paid ($) | $37,500 | $154,888 | $26,941 |
| Actual Bonus (% of Salary) | 7.5% | 29.9% | 5.0% |
Notes:
- For 2023, the plastic container operations achieved 76.4% of budgeted Adjusted EBIT and 67% of non-financial goals; resulting payout was 0% for the financial portion and 5.025% for the non-financial portion of salary (16.75% of target bonus) .
Performance Compensation
Annual Cash Incentive Mechanics (2023)
| Metric/Goal | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Plastic Container Operations Adjusted EBIT | 22.5% of salary | 100% payout at 96%–104% of budgeted Adjusted EBIT; sliding scale 88%→0% to 112%→45% of salary | 76.4% of budgeted Adjusted EBIT | 0% of salary | N/A |
| Non‑Financial Goals (market/operational leadership, FCF, SG&A, controls) | 7.5% of salary | 100% of non‑financial component | 67% achievement | 5.025% of salary | N/A |
Equity Awards (Selected Grants and Schedules)
| Grant Date | Award Type | Shares/Units (#) | Grant Date Fair Value ($) | Vesting Schedule | Notes | |---|---|---:|---:|---| | May 30, 2023 | RSUs (retention) | 4,500 | $208,238 | As specified by award; RSUs generally vest ratably (see plan footnotes) | Granted under Stock Incentive Plan . | | May 30, 2023 | RSUs (performance award) | 16,000 | $740,400 | As specified by award; performance awards vest per plan and criteria | Performance awards subject to attainment; RSUs carry dividend equivalents paid at vesting . | | Mar 1, 2024 (vesting) | RSUs (performance awards granted in 2020) | 10,000 and 42,000 | N/A | Vested all at once on Mar 1, 2024 | Company attained applicable performance criteria. | | Mar 1, 2022 (vesting) | RSUs (performance awards granted in 2018 & 2019) | 20,000 (2018) and 20,000 (2019) | N/A | Vested all at once on Mar 1, 2022 | Company attained applicable performance criteria. |
Plan features:
- Company grants RSUs and performance RSUs only; no stock options outstanding for employees/NEOs .
- Dividend equivalents accrue on RSUs and are paid upon vesting to further align interests with stockholders .
- Performance awards typically use Adjusted EBITDA as the performance criterion (minimum threshold ~75% of prior-year Adjusted EBITDA when set) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares beneficially owned | 146,539 shares (as of record date in 2024 proxy; asterisk denotes <1% ownership) |
| Ownership as % of shares outstanding | <1% (per proxy notation) |
| RSUs unvested at FY‑end 2023 | 2,540; 1,240; 10,000; 42,000; 7,500; 4,080; 4,500; 16,000 (see Outstanding Equity Awards table; market value calculated at $45.25) |
| Options outstanding | None (company-wide; RSUs only) |
| Anti‑hedging/pledging | Prohibited for directors and officers (no margin purchases, pledging, derivatives, short sales, etc.) |
| Ownership guidelines | NEOs: 3× base salary; CEO: 6×; Directors: 5× annual retainer; 5‑year transition period |
Insider selling pressure (recent public reports):
- May 15, 2024: Jay Martin reported sale of 36,177 shares .
- Oct 5, 2024: Reports of >$2 million in stock sold by Jay Martin (press cites “recent filings”) . Note: Attempted Form 4 retrieval via insider-trades skill failed due to authorization error; rely on proxy and public news until service access is restored.
Employment Terms
| Provision | Jay Martin |
|---|---|
| Severance (termination without cause) | Lump sum equal to current annual salary plus prorated annual bonus he would have received for the year of termination, based on days employed that year . |
| Change‑of‑control (COC) vesting | RSUs vest immediately only if acquirer does not assume awards; if assumed and employment terminated without cause within 24 months post‑COC, immediate vesting (double trigger). Award agreement governs; 409A compliant . |
| Estimated immediate vesting value at COC (as of 12/31/2023) | $3,975,665 (based on $45.25 per share and unvested RSUs) . |
| Clawback policy | NYSE 954 compliant clawback adopted Nov 1, 2023; recovery of erroneously awarded incentive comp for restatements (3 fiscal years lookback) . |
| Trading policy | Trading windows; prohibition on trading with material non‑public info; policy filed as 10‑K exhibit . |
| Tax gross‑ups | Not disclosed for Jay Martin. |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 6,411,499,000 | 5,988,205,000 | 5,854,694,000 |
| EBITDA ($) | 964,034,000* | 867,081,000* | 878,821,000* |
| Net Income ($) | 340,848,000 | 325,965,000 | 276,378,000 |
Values retrieved from S&P Global (*).
Additional context:
- Company uses Adjusted EBITDA and TSR frameworks in pay‑versus‑performance disclosures; peer group TSR benchmark is the Dow Jones U.S. Containers & Packaging Index (includes Amcor, AptarGroup, Avery Dennison, Ball, Berry Global, Crown, Graphic Packaging, International Paper, Packaging Corp of America, Sealed Air, Smurfit WestRock, Sonoco, and Silgan) .
Compensation Committee Analysis
- 2024 Committee members: Leigh J. Abramson (Chair), William T. Donovan, Brad A. Lich, Fiona Cleland Nielsen, Niharika Ramdev; all independent. Meridian Compensation Partners engaged as independent consultant; no conflicts identified .
- 2023 Committee: Abramson, Donovan, Jordan, Lich, Fields, Ramdev; no consultant engaged in 2023 .
Compensation framework:
- Base salary targeted to competitive manufacturing/packaging companies (Aptar, Avery Dennison, Ball, Berry Global, Clearwater Paper, Crown, Graphic Packaging, Greif, O‑I Glass, Packaging Corp of America, Pactiv Evergreen, Sealed Air, Sonoco, Sylvamo/WestRock list variants across proxies) though not set via strict benchmarking .
- Equity compensation via RSUs and performance RSUs only; options not granted .
Say‑On‑Pay & Shareholder Feedback
- 2023 advisory vote (on 2022 compensation): approximately 95% approval .
- 2024 advisory vote (on 2023 compensation): approximately 98% approval; Compensation Committee made no changes due to strong support .
Equity Ownership & Alignment Details (Outstanding RSUs at FY‑End 2023)
| Category | Units | Market Value ($) |
|---|---|---|
| RSUs not yet vested (various grants, see footnotes) | 2,540; 1,240; 10,000; 42,000; 7,500; 4,080; 4,500 | Values shown per award (e.g., 10,000 → $452,500; 42,000 → $1,900,500; 4,500 → $203,625), using $45.25 per share . |
| Performance RSUs unearned/unvested | 16,000 | $724,000 (market/payout value) . |
Company anti‑hedging/anti‑pledging and stock ownership guidelines apply to officers (3× salary for NEOs; five‑year compliance period) .
Investment Implications
- Pay‑for‑performance alignment: Martin’s 2023 cash bonus was significantly curtailed due to plastic container Adjusted EBIT underperformance, paying only the non‑financial component (5.025% of salary) and 0% for the financial component—clear linkage to divisional performance . RSU awards remain long‑dated with vesting tied to retention and multi‑year performance criteria .
- Insider selling pressure: Multiple 2024 sale reports suggest periodic liquidity events; monitor forthcoming Form 4s to assess cadence around vesting dates and trading windows .
- Alignment and risk controls: No options; RSUs with dividend equivalents, strict anti‑hedging/pledging; ownership guidelines reinforce “skin in the game” while clawback policy and COC provisions are standard and not overly generous (double trigger when assumed) .
- Company performance trend: FY2022–FY2024 revenue and net income softened while EBITDA stayed relatively resilient*, implying focus on operational efficiencies; given divisional bonus linkage to Adjusted EBIT, continued margin execution at Plastics is critical for Martin’s cash incentive upside . Values retrieved from S&P Global (*).