William Donovan
Director at SLGN
Board
About William T. Donovan
Independent director since January 2018; age 72. Career spans executive management, finance, and M&A across logistics, industrial services, and private equity. Currently serves as a director and Audit Committee Chair of Precision Drilling Corporation (TSX/NYSE). Education not disclosed in SLGN’s proxy.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rockland Industrial Holdings, LLC | Chair of the Board | Apr 2006–Dec 2013 | Private manufacturer of wood flooring for truck trailer/container industries |
| Total Logistics, Inc. | President, CEO, Director | 1997–2005 | Integrated logistics, facility management, industrial product manufacturing; Nasdaq-listed pre-acquisition by Supervalu |
| Christiana Companies, Inc. | President, CFO, Director | 1987–1997 | Warehousing/logistics; manufacturer of drill pipe/downhole tools; NYSE-listed prior to merger with Weatherford International |
| Lubar & Co. | Principal, Managing Director | 1980–1998 | Private investment and venture capital firm |
| Manufacturers Hanover Trust (now JPMorgan Chase) | Officer (M&A financing) | 1976–1980 | Specialized in merger and acquisition financing |
External Roles
| Organization | Role | Tenure | Listing/Notes | Committees |
|---|---|---|---|---|
| Precision Drilling Corporation | Director; Audit Committee Chair | Since Dec 2008 | TSX and NYSE listed; onshore drilling/services to oil & gas industries | |
| Grey Wolf, Inc. | Director | Jun 1997–Dec 2008 | AMEX-listed; acquired by Precision Drilling | |
| Various private companies | Director | N/A | Not itemized | N/A |
Board Governance
- Committee assignments: Audit Committee member (designated “audit committee financial expert”), Compensation Committee member, and Chairperson of the Nominating Committee. Audit Committee held 8 meetings in 2024; Compensation Committee held 4; Nominating Committee held 1.
- Independence: Identified as an “independent director” under NYSE listing standards.
- Attendance and engagement: Board met 5 times and acted by written consent 5 times; each director attended at least 75% of combined Board and committee meetings. Independent directors held 4 sessions without management following quarterly meetings.
- Audit oversight: Audit Committee report signed by Donovan and other members; recommended inclusion of audited financial statements in FY2024 Form 10-K and EY ratification for FY2025.
Fixed Compensation
| Component | Detail | Amount (USD) |
|---|---|---|
| Fees Earned or Paid in Cash | Annual director retainer ($110,000) + Audit Committee member ($12,000) + Compensation Committee member ($12,000) + Nominating Committee chair ($25,000) | $159,000 |
| Stock Awards (RSUs) | Annual RSU grant on May 29, 2024 (2,712 units; vests at next annual meeting) | $124,955 |
| All Other Compensation | Dividend equivalents on unvested RSUs upon vesting ($2,006) and on vested-but-deferred RSUs ($11,240) | $13,246 |
| Total | Sum of above | $297,201 |
Notes:
- SLGN does not pay meeting fees to directors; compensation is structured as retainers and annual equity awards.
- Non-executive Chairperson retainer is separate ($130,000; not applicable to Donovan).
Performance Compensation
| Element | Metric/Terms | Grant Date | Units | Fair Value (USD) | Vesting | Performance Criteria |
|---|---|---|---|---|---|---|
| Annual Director RSUs | Time-based vesting; dividend equivalents paid upon vesting | May 29, 2024 | 2,712 | $124,955 | Single installment at next annual meeting | None (time-based director equity) |
Dividend equivalents paid in 2024 associated with Donovan’s RSUs: $2,006 (unvested RSUs upon vesting) and $11,240 (vested-but-deferred RSUs).
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee interlocks | None in 2024 involving SLGN executive officers; committee members (including Donovan) were not officers/employees. |
| Related-party transactions | Ordinary-course purchases from two companies where directors had roles; directors did not direct purchases; none required Audit Committee approval as related-party transactions. Not attributed specifically to Donovan. |
Expertise & Qualifications
- Designated “audit committee financial expert” by SLGN’s Board (served as principal financial officer and supervised a principal financial officer at public companies).
- Executive management and finance/M&A experience across logistics and industrial services; long-serving public company director.
- Education not provided in SLGN’s proxy; age 72.
Equity Ownership
| Holder | Direct Shares | Vested but Deferred RSUs | RSUs Vesting ≤60 Days After Record Date | Total Beneficial Ownership |
|---|---|---|---|---|
| William T. Donovan | 8,235 | 15,477 | 2,712 | 26,424 |
Additional alignment indicators:
- No stock options outstanding for non-employee directors.
- Anti-hedging and anti-pledging policy prohibits hedging transactions, margin purchases, and pledging of SLGN equity by directors/officers.
- Director stock ownership guidelines require holdings equal to 5× the $110,000 annual retainer ($550,000); based on $52.05/share at 12/31/2024, Donovan’s 26,424-share beneficial stake approximates $1.38 million, suggesting he exceeds guideline levels (guidelines include all equity holdings).
Governance Assessment
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Strengths:
- Independent director with chair role on Nominating and membership on Audit and Compensation; recognized audit committee financial expert.
- Attendance threshold met; independent director executive sessions held regularly.
- Ownership alignment: meaningful beneficial holdings, time-based RSUs, and strict anti-hedging/pledging.
- Compensation advisor independence affirmed (Meridian) for director/executive pay; committee retains sole authority.
- Shareholder support: say-on-pay approval strong at the 2024 annual meeting (For 98,960,728; Against 1,677,430; Abstain 176,638; Broker Non-Votes 3,053,137).
-
Watch items / potential conflicts:
- External chair role at Precision Drilling’s Audit Committee (oil & gas services) is unrelated to SLGN’s packaging business; no SLGN-related interlock or related-party transaction requiring approval was disclosed.
- Exact individual attendance percentage not disclosed beyond ≥75%; continued monitoring advisable.
- Retirement policy requires Board approval to nominate directors who would reach age 75 during their term; Donovan is 72.
Overall, Donovan presents as a financially literate, independent director with active committee engagement and solid alignment via equity ownership, with limited conflict signals in disclosures.