Sealed Air Board Shake-up: New Directors Appointed, One Departs

TL;DR

Sealed Air's board just got refreshed with two new directors, Fry out, Gorton and Wetherell in.

AI Summary

Sealed Air Corporation announced on June 7, 2024, the departure of director William J. Fry, effective immediately. The company also announced the election of two new directors, David M. Gorton and Robert J. Wetherell, to its Board of Directors, effective June 7, 2024. These changes are part of the company's ongoing efforts to enhance its board composition.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine board changes and does not indicate any significant financial distress or operational issues.

Key Players & Entities

• Sealed Air Corporation (company) — Registrant
• William J. Fry (person) — Departing Director
• David M. Gorton (person) — Newly Elected Director
• Robert J. Wetherell (person) — Newly Elected Director
• June 7, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $0.10 — ch Registered Common Stock, par value $0.10 per share SEE NYSE Indicate by ch
• $1,100,000 — s will receive an annual base salary of $1,100,000, subject to annual review beginning in
• $6,000,000 — date value of the annual awards will be $6,000,000. He will receive a prorated amount for
• $3,500,000 — ts will receive a cash sign-on bonus of $3,500,000 shortly following the Start Date. Mr. K
• $5,600,000 — t Date with a grant date value equal to $5,600,000. The RSUs will vest in three substantia
• $850,000 — ch's annual base salary is increased to $850,000 and his target bonus is increased to 10
• $2,000,000 — will have a target grant date value of $2,000,000. His actual annual bonus and mix of lon
• $1,000,000 — r the Start Date in the gross amount of $1,000,000. Mr. Semach will be required to repay t
• $1,800,000 — ust 15, 2024 with a grant date value of $1,800,000. The award will vest 50% on February 15
• $1,500,000 — ust 15, 2024 with a grant date value of $1,500,000, conditioned on the cancellation of the

Filing Documents

• ef20031081_8k.htm (8-K) — 51KB
• ef20031081_ex10-1.htm (EX-10.1) — 42KB
• ef20031081_ex10-2.htm (EX-10.2) — 23KB
• ef20031081_ex10-3.htm (EX-10.3) — 27KB
• ef20031081_ex99-1.htm (EX-99.1) — 12KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-24-030035.txt ( ) — 324KB
• see-20240607.xsd (EX-101.SCH) — 4KB
• see-20240607_lab.xml (EX-101.LAB) — 21KB
• see-20240607_pre.xml (EX-101.PRE) — 16KB
• ef20031081_8k_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Patrick Kivits as Chief Executive Officer On June 13, 2024, Sealed Air Corporation (the "Company") announced that its Board of Directors (the "Board") has appointed Patrick Kivits as its Chief Executive Officer and a member of the Board effective July 1, 2024 (or such other date as the Company and Mr. Kivits mutually agree) (the "Start Date"). Mr. Kivits, age 56, has served as President, Corrugated Packaging of WestRock Company (NYSE: WRK) ("WestRock") since August 2022. He previously served as WestRock's President, Consumer Packaging from June 2021 until August 2022, as President, Multi Packaging Solutions from August 2020 until June 2021, and as Executive Vice President Operations North America for Multi Packaging Solutions from November 2019 until August 2020. Prior to joining WestRock, Mr. Kivits spent 20 years in the specialty chemical industry, working for H.B. Fuller and Henkel in adhesives for the packaging industry. Mr. Kivits earned a master's degree in mechanical process engineering from Eindhoven University of Technology, The Netherlands, and an MBA from Henley Business School in the U.K. In connection with his appointment, Mr. Kivits entered into an offer letter agreement with the Company on June 7, 2024 (the "Offer Letter") providing the following compensation arrangements : Annual Compensation . Mr. Kivits will receive an annual base salary of $1,100,000, subject to annual review beginning in 2026. He will be eligible to receive an annual bonus under the Company's bonus program for senior executives with a target bonus of 120% of his base salary, prorated for 2024 based on the Start Date. He will also be eligible for annual grants of long-term incentive awards consistent with awards for other senior executives as determined by the Board's People & Compensation Committee. Th

01

Item 7.01 Regulation FD Disclosure. On June 13, 2024, the Company issued a press release announcing the events described above. The press release, furnished as Exhibit 99.1 to this report, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Offer Letter, dated June 7, 2024, between Patrick Kivits and Sealed Air Corporation. 10.2 Letter agreement, dated June 11, 2024, between Emile Chammas and Sealed Air Corporation. 10.3 Letter agreement, dated June 11, 2024, between Dustin Semach and Sealed Air Corporation. 99.1 Press Release issued by Sealed Air Corporation, dated June 13, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and embedded within document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SEALED AIR CORPORATION By: /s/ Angel S. Willis Name: Angel S. Willis Title: Vice President, General Counsel and Secretary (Duly Authorized Officer) Date: June 13, 2024

View Full Filing

View this 8-K filing on SEC EDGAR