Niharika Ramdev

About Niharika Ramdev

Niharika Ramdev, age 55, has served on Silgan Holdings Inc.’s Board since November 2022; she is a seasoned finance executive with two decades at General Motors, including CFO roles for Cadillac, GM International, Global Purchasing & Supply Chain, and prior service as GM’s VP Finance & Treasurer. She holds an undergraduate degree from the University of Bombay and an MBA from Harvard Business School. She is an independent director under NYSE rules, chairs SLGN’s Audit Committee, is deemed an “audit committee financial expert,” and brings deep expertise in finance, risk management, supply chain, and international operations.

Past Roles

External Roles

Board Governance

• Independence: Ramdev is an “independent director” under NYSE listing standards.
• Committees: Audit Committee Chair since May 2024; member of Compensation Committee and Nominating Committee. She is designated an “audit committee financial expert” by the Board.
• Attendance & engagement: In 2024, the Board met 5 times with 5 written consents; Audit met 8 times; Compensation met 4 times; Nominating met once. Each Director attended at least 75% of Board and relevant committee meetings; independent directors held four executive sessions without management.
• Board leadership: Non-executive Chair separate from CEO; independent and non-management directors meet without management at each quarterly meeting.
• Governance policies: Corporate Governance Guidelines and a Business Ethics Code adopted and available on SLGN’s website.

Fixed Compensation

Standard director fee structure (all non-employee directors):

• Annual Board retainer: $110,000; Audit Committee member fee: $12,000; Compensation Committee member fee: $12,000; Committee Chair fee (Audit, Compensation, Nominating): $25,000; Non-executive Chair retainer: $130,000.
• Annual equity-based director award: $125,000 grant-date fair value in RSUs or restricted shares, granted the first business day after the annual meeting.

Ramdev’s 2024 director compensation:

Notes:

• 2024 annual equity award: 2,712 RSUs granted May 29, 2024; single-installment vesting on the date of the following annual meeting (May 27, 2025).

Performance Compensation

• Directors’ equity is time-based, not performance-based. Annual grants vest at the next annual meeting; no revenue/EBITDA/TSR metrics apply to director RSUs.
• Dividend equivalents accrue and are paid only upon vesting, aligning director equity with shareholder returns.

RSU grant detail (2024):

Dividend equivalents recognized in 2024:

Other Directorships & Interlocks

• Current: Shoals Technologies Group Inc. (Director since Aug 2024).
• Prior (exited via acquisitions): Kaman (Director; Audit Committee; acquired Apr 2024), Triton International (Director; Audit Committee; acquired Sep 2023), Renewable Energy Group (Director; acquired Jun 2022), XL Fleet/Spruce (Director; transitioned May 2022).
• Ordinary-course transactions: In 2024, SLGN subsidiaries purchased raw materials from two companies where a SLGN director serves as an executive or director; purchases were arm’s-length and did not constitute related-party transactions requiring Audit Committee approval. (Entities and directors not named.)

Expertise & Qualifications

• Credentials: Harvard MBA; University of Bombay undergraduate degree.
• Technical domains: Corporate finance, treasury, risk management, supply chain, international operations.
• Governance: Audit Committee Chair; “audit committee financial expert” designation.

Equity Ownership

Beneficial ownership as of record date (April 4, 2025):

Stock ownership alignment:

• Director stock ownership guideline: 5x annual cash retainer ($110,000) = $550,000; 5-year transition for newly elected directors (Ramdev elected in 2023; transition to 2028). Compliance status is not explicitly disclosed.
• Anti-hedging/pledging policy prohibits hedging, margin purchases, and pledging of company stock, supporting alignment with shareholders.
• Trading windows and approvals required for directors; insider trading policy disclosed.

Governance Assessment

• Strengths

  • Independent director; Audit Chair with “financial expert” designation; breadth in global finance and supply chain augments risk oversight and audit quality.
  • Active committee engagement (Audit: 8 meetings; Compensation: 4; Nominating: 1) and Board attendance ≥75%, indicating commitment and availability.
  • Transparent director pay structure with modest cash/equity mix; no option grants for directors; equity vests at next annual meeting—reduces short-termism.
  • Robust governance policies (anti-hedging/pledging, clawback aligned to NYSE/SEC, executive sessions).
  • External compensation consultant (Meridian) engaged by Compensation Committee; independence vetted; no conflicts.

• Watch items

  • Ordinary-course transactions involving companies connected to SLGN directors require continued monitoring; 2024 purchases did not rise to related-party transactions.
  • Individual compliance with director ownership guidelines not disclosed; continued tracking advisable given 5-year transition window from 2023.

• Broader shareholder signals

  • Say-on-pay approval ~98% in 2024 suggests strong shareholder support for SLGN’s pay practices and oversight environment.

Compensation Committee Analysis

Related Party Transactions & Policies

• Audit Committee must approve related-party transactions requiring disclosure; reviews include arm’s-length terms and fairness.
• 2024: Raw material purchases tied to companies connected to SLGN directors occurred in ordinary course; not considered related-party transactions requiring approval.

Additional Notes

• Board sessions of independent directors occur quarterly without management; non-management sessions also held.
• Corporate governance and ethics documents available via SLGN website; not incorporated by reference.