Sealed Air Corporation (NYSE:SEE) announced today that its Board of Directors has made several modifications to its governance and compensation processes. Sealed Air has been one of the nation’s highest rated companies for governance by independent rating organizations in past years and the Board believes that the following changes enhance the Company’s corporate governance and will improve the facilitation of the Company’s affairs.
- The Board has elected William J. Marino as its Lead Director, effective immediately. This appointment replaces the current practice of having Board members rotate as presiding director. Mr. Marino has been a member of the Board since 2002, has served as Chairman of the Nominating and Corporate Governance Committee since 2010 and has been a member of the Organization and Compensation Committee since 2002.
- For calendar years 2012 and 2013, the entire incentive compensation for select senior management will be based on achieving certain financial goals including items such as Adjusted EBITDA and net debt reduction.
- For 2012 and 2013, William V. Hickey, President and Chief Executive Officer, has agreed to be compensated entirely with incentive compensation, except for a $100,000 annual cash salary. All of the “at risk” incentive compensation will be in the form of equity and tied directly to the achievement of financial goals in those years, as discussed above.