Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-03-23

Crown Holdings (CCK)

CEO Timothy Donahue was paid $17,501,363 in fiscal year 2025, ↑ up 28.5% from fiscal year 2024, the 88th percentile of its disclosed peer group (SEC filing 0002039852-26-000055 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$17,501,363 ↑
Timothy Donahue total, FY2025
88th
CEO pay percentile vs peers
330:1
CEO-to-median pay ratio
96.83%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Timothy Donahue (President and Chief Executive Officer), FY2025 total compensation $17,501,363 (base salary $1,450,000) [exec_comp, SEC accession 0002039852-26-000055, filed 2026-03-23]

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CCK's next annual pay disclosure, estimated March 22, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Timothy Donahue$1,450,000—$8,627,475—$4,205,000$3,158,490$60,398$17,501,363
President and Chief Executive Officer
Gerard Gifford972,000—3,353,379—2,138,4000124,2616,588,040
Executive Vice President and Chief Administrative Officer
Kevin Clothier805,000—2,012,535—1,449,000984,32022,4405,273,295
Senior Vice President and Chief Financial Officer
Djalma Novaes780,000—1,760,061—1,408,000863,93619,2994,831,296
Executive Vice President and Chief Operating Officer
Adam Dickstein675,000—1,248,788—1,080,000485,34411,8963,501,028
Senior Vice President, General Counsel and Corporate Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Timothy Donahue$17,501,363$13,618,150$11,928,223↑ +3,883,213
Gerard Gifford6,588,0406,227,1095,300,074↑ +360,931
Kevin Clothier5,273,2954,177,1963,189,876↑ +1,096,099
Djalma Novaes4,831,2963,680,7992,592,822↑ +1,150,497
Adam Dickstein3,501,0283,101,792—↑ +399,236

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against CCK
16 companies name CCK as a compensation peer

Each company listed discloses CCK in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CCK in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Andrea J. FunkIndependent Director$285,000
Angela M. SnyderIndependent Director$285,000
B. Craig OwensIndependent Director$290,000
Caesar F. SweitzerIndependent Director$285,000
Dwayne A. WilsonIndependent Director$280,000
James MillerFormer director (through FY2025)$146,250
Marsha C. WilliamsIndependent Director$277,500
Michael P. DossIndependent Director—
Richard H. FearonIndependent Director$285,000
Stephen J. HaggeLead Independent Director$316,250
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Djalma NovaesPSU2025-01-03013,4297,18026,858$1,760,061
Kevin ClothierPSU2025-01-03016,0738,45732,1462,012,535
Timothy DonahuePSU2025-01-03068,90136,256137,8028,627,475
Adam DicksteinPSU2025-01-0309,9735,24819,9461,248,788
Gerard GiffordPSU2025-01-03026,78114,09253,5623,353,379
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Djalma Novaes$0$1,760,061$0100.0%
Kevin Clothier02,012,5350100.0%
Timothy Donahue08,627,4750100.0%
Adam Dickstein01,248,7880100.0%
Gerard Gifford03,353,3790100.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Kevin ClothierRSU14,364—$1,479,061
Timothy DonahuePSU184,725—19,021,133
Gerard GiffordPSU72,841—7,500,438
Timothy DonahueRSU66,541—6,851,727
Kevin ClothierPSU37,768—3,888,971
Djalma NovaesPSU33,161—3,414,588
Adam DicksteinPSU27,356—2,816,847
Gerard GiffordRSU26,179—2,695,652
Djalma NovaesRSU12,450—1,281,977
Adam DicksteinRSU9,798—1,008,900
05

Incentive-plan design — the Compensation Discussion & Analysis

Use the 50th percentile of our peer group's total direct compensation as a guidepost for our NEOs' total direct compensation, considering position and responsibilities, seniority and years of experience in the position

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantNot determinable from source text
Clawback policyNot determinable from source text
Anti-hedgingThe Company prohibits any form of hedging of Company stock.
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20202020-04-23107,622,3693,519,060134,63396.83%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20202020-04-2396.83%a

a. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)330 : 1
CEO total compensation$17,501,363
Median employee compensation$53,106
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Stephen J. HaggeIndependent · Lead Independent Director · Compensation · Executive · Nominating and Corporate Governance (Chair)$156,250$160,000$0$0$0$316,250
B. Craig OwensIndependent · Audit (Chair) · Executive · Nominating and Corporate Governance130,000160,000000290,000
Richard H. FearonIndependent · Compensation · Nominating and Corporate Governance125,000160,000000285,000
Caesar F. SweitzerIndependent · Audit · Executive · Nominating and Corporate Governance125,000160,000000285,000
Angela M. SnyderIndependent · Audit · Compensation125,000160,000000285,000
Andrea J. FunkIndependent · Audit · Compensation125,000160,000000285,000
Dwayne A. WilsonIndependent · Audit · Compensation120,000160,000000280,000
Marsha C. WilliamsIndependent · Compensation (Chair) · Executive117,500160,000000277,500
James MillerIndependent · Compensation · Departed during FY66,25080,000000146,250
Timothy J. DonahueEmployee director · Board Chair000—00
Michael P. DossIndependent · Audit · Newly elected000000
09

Board fee structure and ownership guideline

Annual cash retainer—
Annual equity retainer$165,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)25,000 / 20,000 / 20,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$1,090,000
Equity awards (grant-date value)$1,360,000
All other compensation$0
Total cost of the board$2,450,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Crown Holdings2025Timothy Donahue$1,450,000$8,627,475—$4,205,000$17,501,363

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Crown Holdings in fiscal 2025?
As disclosed, Timothy Donahue (President and Chief Executive Officer) was the highest-paid executive at Crown Holdings in fiscal 2025, with total compensation of $17,501,363.
How does Crown Holdings's chief executive pay compare to its disclosed peer group?
As disclosed, Timothy Donahue's total compensation ranked at the 88th percentile of Crown Holdings's disclosed peer group.
What is Crown Holdings's CEO-to-median employee pay ratio?
As disclosed, Crown Holdings's CEO-to-median employee pay ratio was 330:1.
How did shareholders vote on Crown Holdings's executive compensation?
As disclosed, 96.83% of shareholders supported Crown Holdings's executive compensation in the latest say-on-pay vote.
How much does Crown Holdings spend in total on board compensation for fiscal 2025?
As disclosed, Crown Holdings reported total board compensation of $2,450,000 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Timothy DonahueDEF 14A2026-03-230002039852-26-000055Section “Summary Compensation Table” · page 52. As printed: 17,501,363. Filing ↗
2Section 01, Gerard GiffordDEF 14A2026-03-230002039852-26-000055Section “Summary Compensation Table” · page 52. As printed: 6,588,040. Filing ↗machine: t111 · span 461935–461944
3Section 01, Kevin ClothierDEF 14A2026-03-230002039852-26-000055Section “Summary Compensation Table” · page 52. As printed: 5,273,295. Filing ↗machine: t111 · r5 · c7 · span 457527–457536
4Section 01, Djalma NovaesDEF 14A2026-03-230002039852-26-000055Section “Summary Compensation Table” · page 52. As printed: 4,831,296. Filing ↗machine: t111 · r13 · c7 · span 466123–466132
5Section 01, Adam DicksteinDEF 14A2026-03-230002039852-26-000055Section “Summary Compensation Table” · page 52. As printed: 3,501,028. Filing ↗
6Section 03, Djalma Novaes PSUDEF 14A1900-01-010002039852-26-000055Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 502934–502943
7Section 03, Kevin Clothier PSUDEF 14A1900-01-010002039852-26-000055Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 498568–498577
8Section 03, Timothy Donahue PSUDEF 14A1900-01-010002039852-26-000055Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
9Section 03, Adam Dickstein PSUDEF 14A1900-01-010002039852-26-000055Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 505187–505196
10Section 03, Gerard Gifford PSUDEF 14A1900-01-010002039852-26-000055Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 500645–500654
11Section 07, pay ratioDEF 14A2026-03-230002039852-26-000055Section “CEO Pay Ratio”. As printed: 330 : 1. Filing ↗machine: span 602422–602425
12Section 08, Stephen J. HaggeDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 316,250. Filing ↗machine: t50 · r3 · c3 · span 218081–218122
13Section 08, B. Craig OwensDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 290,000. Filing ↗machine: t50 · r5 · c3 · span 219666–219673
14Section 08, Richard H. FearonDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 285,000. Filing ↗machine: t50 · r1 · c3 · span 216371–216413
15Section 08, Caesar F. SweitzerDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 285,000. Filing ↗machine: t50 · r7 · c3 · span 221345–221386
16Section 08, Angela M. SnyderDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 285,000. Filing ↗machine: t50 · r6 · c3 · span 220489–220530
17Section 08, Andrea J. FunkDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 285,000. Filing ↗machine: t50 · r2 · c3 · span 217227–217268
18Section 08, Dwayne A. WilsonDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 280,000. Filing ↗machine: t50 · r9 · c3 · span 223061–223102
19Section 08, Marsha C. WilliamsDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 277,500. Filing ↗machine: t50 · r8 · c3 · span 222203–222244
20Section 08, James MillerDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 146,250. Filing ↗machine: t50 · r4 · c3 · span 218938–218979
21Section 08, Timothy J. DonahueDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 0. Filing ↗
22Section 08, Michael P. DossDEF 14A2026-03-230002039852-26-000055Section “Director Compensation”. As printed: 0. Filing ↗
23Section 06, 2020 voteForm 8-K2020-04-280001219601-20-000016Item 5.07 · say-on-pay result. As reported: 96.83% (votes for as printed: 107,622,369). Filing ↗
24Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
25Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
26Section 09b board cost (computed)Computed——Cash 1,090,000 + equity 1,360,000 + all other 0 = 2,450,000, summed across the director compensation table rows.machine: formula: Σ = 2,450,000
27Crown Holdings (subject), Section 10b CEO totalDEF 14A2026-03-230002039852-26-000055CEO total compensation as printed in Crown Holdings's own proxy. As printed: 17,501,363. Filing ↗

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