Leigh Abramson
Director at SLGN
Board
About Leigh J. Abramson
Leigh J. Abramson, age 56, is an independent Class II director of Silgan Holdings Inc. (SLGN), serving since August 2018; he previously served on the board from September 1996 to July 2003. He is Partner and Co-Head of the Industrial Growth Group at Gryphon Investors (since March 2020) and, since February 2025, Co-Chief Investment Officer of Gryphon; prior roles include Managing Director/Partner at Metalmark Capital (2004–2019) and positions at Morgan Stanley Capital Partners and Morgan Stanley’s Investment Banking Division (1990–2004). He brings deep M&A, corporate strategy, and finance experience and is designated an “audit committee financial expert” by the SLGN board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gryphon Investors | Partner & Co-Head, Industrial Growth Group; Co-Chief Investment Officer | Mar 2020–present; Co-CIO since Feb 2025 | Private equity investment leadership; industrial growth focus |
| Metalmark Capital | Managing Director & Partner | 2004–Jun 2019 | Private equity investing; corporate strategy and M&A |
| Morgan Stanley Capital Partners | Investment professional | 1992–2004 | Private equity investing |
| Morgan Stanley (IBD) | Investment Banking | 1990–1992 | Transaction execution and financial analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gryphon Investors | Partner & Co-Head, Industrial Growth Group; Co-CIO | Mar 2020–present; Co-CIO since Feb 2025 | PE firm; indicates ongoing deal experience and network |
| Various private companies | Director | Ongoing (not individually listed) | Serves/have served as director for several private companies |
No other current public company directorships were disclosed for Abramson in SLGN’s proxy.
Board Governance
| Committee | Role | Chair? | Meetings in 2024 | Key Notes |
|---|---|---|---|---|
| Compensation Committee | Member | Yes | 4 meetings; 1 written consent | Engaged Meridian Compensation Partners in 2024; consultant independence affirmed; all members NYSE-independent |
| Audit Committee | Member | No | 8 meetings; 2 written consents | Board deems Abramson an “audit committee financial expert” under SEC rules |
| Nominating Committee | Member | No | 1 meeting | NYSE-independent; chaired by William T. Donovan |
- Independence and attendance: Abramson is an independent director; all directors attended at least 75% of aggregate Board and applicable committee meetings in 2024. Independent directors held four executive sessions in 2024.
- Committee reports: Signed the Audit Committee report recommending inclusion of 2024 audited financials and EY ratification for FY2025; signed the Compensation Committee report recommending inclusion of CD&A in the proxy.
Fixed Compensation
| Component (Directors; 2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 110,000 | For directors not compensated as company employees |
| Audit Committee member retainer (each member) | 12,000 | Paid to each Audit Committee member |
| Compensation Committee member retainer (each member) | 12,000 | Paid to each Compensation Committee member |
| Committee chair retainer (Audit/Comp/Nominating; each chair) | 25,000 | Added for the chair role |
| Leigh J. Abramson – Fees Earned or Paid in Cash (2024) | 159,000 | Consistent with base + Audit member + Comp member + Comp chair |
Performance Compensation
| Grant/Pay Date | Instrument | Units/Shares | Vesting | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| 2024-05-29 | RSUs | 2,712 | Single installment at the following annual stockholders’ meeting | 124,955 | Annual director grant under Stock Incentive Plan; fair value per ASC 718 methodology |
| 2025-05-28 (Form 4) | RSUs (award) | 2,262 | Not disclosed in proxy; time-based director award | 0 (price field on Form 4) | Post-transaction ownership 23,199; Form 4 filed 2025-05-30 |
- Dividend equivalents: In 2024, Abramson received $2,006 on unvested RSUs upon vesting plus $13,329 on vested, deferred RSUs (total “All Other Compensation” $15,335).
- Performance metrics: Director equity awards are time-based; no performance metrics are specified for director grants.
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public company boards | None disclosed for Abramson |
| Compensation Committee interlocks | None in 2024; no cross-committee/director interlocks involving SLGN executives and other issuers’ compensation committees |
| Related-party/affiliations | Company disclosed ordinary-course purchases from two companies where a director had an executive role and where a director was a director/investor via his employer; directors did not direct such purchases; none rose to Audit Committee “related party transaction” approval threshold |
Expertise & Qualifications
- Audit committee financial expert as defined by SEC; extensive experience evaluating/analyzing financial statements and audit-committee work.
- Deep M&A, corporate strategy, and private equity investing background (Gryphon Investors; Metalmark; Morgan Stanley).
Equity Ownership
| As-of Date | Beneficial Ownership | % Outstanding | Breakdown / Notes |
|---|---|---|---|
| Record Date (proxy; April 4, 2025) | 28,437 shares | <1% (asterisk) | 7,500 shares via family trusts (voting/dispositive power); 18,225 shares issuable for vested but deferred RSUs; 2,712 shares issuable for RSUs vesting within 60 days of Record Date |
| 12/31/2024 (outstanding RSUs) | — | — | 2,712 unvested RSUs; 18,225 vested but deferred RSUs |
- Ownership guidelines: Directors must hold equity equal to 5x the $110,000 annual cash retainer; 5-year transition period for new directors.
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging SLGN equity; no margin purchases or borrowing against SLGN equity allowed.
- Insider transactions: See table below for recent Form 4 activity.
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Form |
|---|---|---|---|---|---|---|
| 2025-05-30 | 2025-05-28 | Award (A) | 2,262 | 0.00 | 23,199 | Form 4 (SEC) |
| 2024-05-31 | 2024-05-29 | Award (A) | 2,712 | 0.00 | 20,937 | Form 4 (SEC) |
Governance Assessment
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Strengths
- Independent director serving as Compensation Committee Chair and member of Audit and Nominating; designated audit committee financial expert, which bolsters financial oversight.
- Active engagement indicated by committee meeting cadence (Audit 8; Compensation 4; Nominating 1) and all directors meeting ≥75% attendance; independent executive sessions held quarterly.
- Director compensation structure balanced between cash retainers and annual RSU award with time-based vesting; presence of stock ownership guidelines and anti-hedging/anti-pledging policy supports alignment.
-
Watch items
- Private equity affiliation (Gryphon Investors) can create potential perceived conflicts in supplier/customer ecosystems; company disclosed certain ordinary-course transactions involving entities with director ties but stated none required related-party approval and directors did not direct purchases; Audit Committee has formal oversight of related-party transactions. Continue to monitor for any expansions in such dealings.
- Significant committee workload (Compensation Chair; member of Audit and Nominating) concentrates influence—appropriate given expertise, but sustained oversight diligence is required.
-
Compensation alignment signals
- 2024 total director compensation for Abramson was $299,290, with $159,000 cash and $124,955 RSUs; “All Other Compensation” reflects dividend equivalents tied to RSUs ($15,335). Mix suggests meaningful equity-based exposure with clear, time-based vesting; no director performance metrics disclosed for equity.
- No compensation committee interlocks reported, and external consultant independence affirmed (Meridian, 2024), reducing pay-setting conflict risk.