Robert Lewis
About Robert B. Lewis
Robert B. Lewis (age 60) is Executive Vice President, Corporate Development and Administration at Silgan Holdings, and has served on Silgan’s Board since May 2023; he was CFO from August 2004 to March 2023 . Company pay-versus-performance disclosures highlight Adjusted EBITDA centrality in incentives and show Company TSR rising to 180.13 by year-end 2024; 2024 net income was $276.4M and Adjusted EBITDA $881.5M . Recent multi-year fundamentals: revenue declined from $6.41B (FY22) to $5.85B (FY24), while EBITDA dipped in FY23 then improved slightly in FY24 (see table below; EBITDA marked with an asterisk and S&P Global disclaimer) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $6,411,499,000 | $5,988,205,000 | $5,854,694,000 |
| EBITDA ($USD) | $964,034,000* | $867,081,000* | $878,821,000* |
Values retrieved from S&P Global.
Notes: EBITDA figures marked with an asterisk were retrieved from S&P Global and do not have document citations.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Silgan Holdings Inc. | EVP, Corporate Development & Administration | Mar 2023–present | Senior finance/administration leadership; corporate development oversight |
| Silgan Holdings Inc. | EVP & CFO | Aug 2004–Mar 2023 | Long-tenured CFO; significant finance leadership |
| Velocity Express Inc. | SVP & CFO | Jan–Aug 2004 | Senior financial officer |
| Moore Corporation Limited | EVP & CFO; later President, Business Communication Services division | Dec 2000–Dec 2003 | Finance leadership; divisional P&L leadership |
| Walter Industries, Inc.; World Color Press, Inc.; L.P. Thebault | CFO/executive finance roles | Prior to 2000 (dates not specified) | Senior financial management roles |
External Roles
No current external public company directorships disclosed for Mr. Lewis in the proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $709,865 | $734,710 | $749,405 |
| Target Bonus (% of Salary) | 75% (Holdings Executive Officer Program) | 75% | 75% |
| Actual Bonus ($) | $425,919 | $275,516 | $562,053 |
Notes: 2024 bonus was paid at 75% of salary under the Holdings Executive Officer Program .
Performance Compensation
Annual Cash Incentive – 2024
| Metric | Weighting | Target | Actual | Payout | Plan Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | $870.7M (Company 2023 Adjusted EBITDA) | $881.5M (101.2% of 2023) | 75% of salary ($562,053) | Payout equals target when 2024 Adjusted EBITDA meets/exceeds 2023 level; formula-based |
Equity Awards – Key Grants and Vesting
| Grant Date | Type | Shares | Performance Condition | Vesting Schedule | Grant-date Fair Value ($) |
|---|---|---|---|---|---|
| Mar 1, 2024 | RSU (retention) | 18,400 | None beyond service | 3,680 each Mar 1, 2025–2029 | $807,852 |
| Mar 1, 2024 | RSU (performance) | 25,000 | 2024 performance criteria attained | 8,333/8,334/8,333 on Mar 1, 2025–2027 | $1,097,625 |
| May 30, 2023 | RSU (performance) | 18,500 | Performance criteria attained | Ratably over 3 years beginning Mar 1, 2024 | Included in 2023 stock awards |
| Mar 1, 2022 | RSU (performance) | 23,000 | Performance criteria attained | Ratably over 3 years from grant | Included in 2022 stock awards |
Notes: Silgan uses RSUs and performance RSUs; no options outstanding; RSUs include dividend equivalents paid upon vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 117,064 shares owned directly |
| Ownership as % of outstanding | <1% (asterisk in table indicates under 1%) |
| Outstanding awards (unvested RSUs) | 1,500; 3,400; 7,667; 5,460; 12,333; 4,560; 18,400 (total time-based/performance RSUs not yet fully vested) |
| Outstanding awards (performance/unearned) | 25,000 (subject to 3-year vest schedule) |
| Upcoming vest tranches | 1,700 on 3/1/25 & 3/1/26 (footnote 9); 1,820 on 3/1/25–27 (footnote 10); 6,166 on 3/1/25 & 6,167 on 3/1/26 (footnote 11); 1,140 on 3/1/25–28 (footnote 12); 3,680 on 3/1/25–29 (footnote 13); 8,333/8,334/8,333 on 3/1/25–27 (footnote 14) |
| Anti-hedging/anti-pledging | Company prohibits hedging and pledging by directors and officers; margin purchases and collateral pledges barred |
| Ownership guidelines | NEOs at 3x annual base salary; CEO at 6x salary; Directors at 5x cash retainer; 5-year transition period |
Employment Terms
- Severance: If terminated without cause, lump sum equal to current annual salary plus annual bonus at the current maximum approved amount (per employment letter dated June 30, 2004) . Estimated severance if terminated without cause on Dec 31, 2024: $1,311,459 .
- Change-of-control (CoC): RSUs vest immediately only if awards are not assumed; if assumed, double-trigger acceleration applies upon termination without cause within 24 months post-CoC; estimated immediate vesting value (if not assumed) for Mr. Lewis: $4,076,556 (based on $52.05/share at 12/31/2024) .
- Clawback: Board adopted Dodd-Frank compliant clawback policy effective Nov 1, 2023; recovery of erroneously awarded incentive compensation over prior 3 fiscal years in case of restatements beginning on/after Oct 2, 2023 .
- Retirement/benefits: Mr. Lewis does not receive Company retirement or other benefits beyond group term life insurance; eligible to make 401(k) elective contributions without Company matching; medical benefits at 100% employee-paid premiums (policy distinction supports unbiased oversight by top management) .
Board Governance
- Board service: Director since May 2023; inside/management director given current executive role .
- Committee roles: Audit, Compensation, and Nominating Committees comprised of independent directors; Mr. Lewis is not listed as a member of these committees .
- Independence: Proxy identifies independent directors; as an officer, Mr. Lewis is not an independent director under NYSE standards .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Director compensation: Officers serving as directors, including Mr. Lewis, receive no director retainers or equity director awards .
Compensation Structure Analysis
| Component Mix | Observations |
|---|---|
| Cash vs. equity | In 2024, salary $749k; bonus $562k; stock awards $1.905M, indicating a meaningful equity-heavy mix that vests over multi-year periods, enhancing retention . |
| Shift in instruments | Company grants only RSUs and performance RSUs; no options outstanding for NEOs; reduces option repricing risk and aligns with shareholder value via ownership and dividend equivalents . |
| Performance metric rigor | Cash bonus tied to company-level Adjusted EBITDA vs. prior-year level; 2024 met target, paying 100% of target under program; PSU performance minimums commonly set at 75% of prior-year Adjusted EBITDA for grant eligibility . |
| Discretionary adjustments | 2024 included a discretionary bonus for the General Counsel due to M&A contributions; no discretionary cash noted for Mr. Lewis; equity “Supplemental Stock Awards” are disclosed as compensation to maintain competitiveness with vesting over 3–5 years . |
| Say-on-pay | 2024 advisory approval for 2023 NEO compensation ≈98%, suggesting broad shareholder support for pay design . |
| Peer references | Committee reviews compensation data from an identified manufacturing/packaging peer set; not strict benchmarking, but informs competitiveness . |
Director Compensation (for governance context)
| Item | Amount (2024) |
|---|---|
| Annual director cash retainer | $110,000 |
| Audit/Comp Committee member retainers | $12,000 each |
| Committee chair retainer | $25,000 |
| Annual director equity award (non-employee) | $125,000 grant-date fair value (RSUs/restricted stock), vesting at next annual meeting |
| Non-Executive Chair retainer | $130,000 |
Notes: Not applicable to Mr. Lewis due to officer status .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors and officers (good governance alignment) .
- Options repricing: No options outstanding for employees, including NEOs; reduces repricing risk .
- Related party transactions: Audit Committee oversees; 2024 ordinary-course purchases where certain directors had connections did not require related party approval; no reportable conflicts noted .
- Clawback: Adopted and administered by Compensation Committee; mitigates restatement-related risk .
Compensation Peer Group (for benchmarking context)
AptarGroup, Avery Dennison, Ball, Berry Global, Clearwater Paper, Crown Holdings, Graphic Packaging, Greif, O-I Glass, Packaging Corp. of America, Pactiv Evergreen, Sealed Air, Sonoco, Sylvamo (reviewed for competitiveness; not strict benchmarks) .
Equity and Financial Performance Context
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR (Base $100 at 1/1/2020; value at YE) | $173.91 | $154.21 | $180.13 |
| Net Income ($000s) | $340,848 | $325,965 | $276,377 |
| Adjusted EBITDA ($000s) | $964,034 | $870,694 | $881,460 |
Notes: Adjusted EBITDA excludes U.S. pension income/expense starting 2023; defined per Compensation Committee policy and used for incentives .
Investment Implications
- Alignment: Multi-year RSU vesting and anti-hedging/pledging materially align Mr. Lewis with shareholders; upcoming vest tranches (notably March 1 dates) could create episodic selling pressure but are governed by trading windows and pre-clearance .
- Pay-for-performance: Cash incentives tightly linked to company Adjusted EBITDA levels; equity grants require at least threshold performance, supporting retention and disciplined growth priorities .
- Governance: Dual role (executive + director) without committee memberships limits independence but is balanced by a fully independent committee structure and robust clawback/anti-pledging policies .
- Transition/retention economics: Severance (salary + maximum approved bonus) and double-trigger CoC equity acceleration are standard, with disclosed quantum; no option overhang or repricing risk .
- Shareholder sentiment: Strong say-on-pay (~98%) indicates investor support for current compensation architecture; continued focus on Adjusted EBITDA and disciplined equity grants should maintain alignment .