SILGAN HOLDINGS INC (SLGN)
Sector: Materials
2025 Annual Meeting Analysis
SILGAN HOLDINGS INC · Meeting: May 27, 2025
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
Mr. Greenlee has served as a director since November 2022, giving him meaningful tenure overlap with the 3-year underperformance period; SLGN's 3-year total return of -21.3% trails the company's disclosed compensation peer group median of +2.5% by 23.8 percentage points, which exceeds the 20-point trigger that applies when absolute 3-year returns are negative, and the 5-year return of +1.3% versus the peer median of -0.7% (a gap of only +2.0pp, well within the threshold) confirms this is a recent deterioration rather than a long-term track record, so the 5-year mitigant does not rescue the 3-year vote — the gap is positive, meaning SLGN actually outperforms on 5 years, but the 3-year trigger still fires because the 5-year mitigant only downgrades a No to a For when the 5-year data shows adequate relative performance, and here the 5-year outperformance of peers is within normal range but the 3-year trigger has already fired and no additional mitigant applies; as CEO and a director, Mr. Greenlee bears accountability for the company's recent stock underperformance.
Mr. Lich has served as a director since 2022, giving him full overlap with the 3-year underperformance period; SLGN's 3-year stock return of -21.3% lags the compensation peer group median of +2.5% by 23.8 percentage points, exceeding the 20-point threshold that applies when absolute returns are negative, and the 5-year mitigant does not apply to downgrade the vote because the 5-year peer comparison shows SLGN modestly outperforming (by 2.0pp), which means the 5-year record is adequate but does not override the 3-year trigger under policy.
For Analysis
Ms. Miller is a new nominee with no prior tenure on this board and is therefore exempt from the TSR underperformance trigger under the 24-month new-director exemption; she brings relevant leadership, digital technologies, and cybersecurity expertise from her career at Jacobs Solutions, and no other policy concerns apply.
Of the three Class I director nominees, two incumbents (CEO Adam Greenlee and independent director Brad Lich) receive AGAINST votes because SLGN's 3-year stock return of -21.3% underperforms the company's own disclosed peer group median by 23.8 percentage points, exceeding the 20-point threshold triggered when absolute returns are negative; new nominee Shannon Miller receives a FOR vote as she is exempt from the TSR trigger and brings relevant skills.
Say on Pay
✗ AGAINSTCEO
Adam J. Greenlee
Total Comp
$7,210,347
Prior Support
98%%
CEO Adam Greenlee received total compensation of $7.21 million in 2024, including a full target cash bonus (100% of salary, or $1.12 million) tied to an Adjusted EBITDA metric that was only marginally above the prior year, and large equity awards reported at over $4.86 million — all of which represents above-benchmark-level variable and incentive pay for a company whose stock fell 21.3% over three years while the company's own peer group gained an average of 2.5%, a gap of 23.8 percentage points that exceeds the 20-point pay-for-performance misalignment threshold. While the prior year's Say on Pay received 98% support (well above the 70% re-engagement threshold), the policy requires a No vote when variable incentive pay is above benchmark and the stock has meaningfully underperformed peers over three years, which is the case here. The compensation structure — with the annual bonus set at a target that 'should be attainable' rather than stretch-oriented, and equity grants sized primarily for retention against a backdrop of significant shareholder value erosion — does not adequately link executive pay outcomes to shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,600,000
Non-Audit Fees
$100,000
Non-audit fees of approximately $100,000 represent only about 1.5% of audit fees of $6.6 million, well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a $4.2 billion market cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy, and no material restatements are noted.
Overall Assessment
The 2025 Silgan Holdings annual meeting ballot contains three standard proposals; director elections and Say on Pay both receive AGAINST votes driven by SLGN's significant 3-year stock underperformance relative to its own disclosed peer group (a gap of 23.8 percentage points against a 20-point threshold), while auditor ratification passes cleanly given minimal non-audit fees and a Big 4 auditor. New director nominee Shannon Miller receives a FOR vote as she is exempt from the performance trigger, but the two incumbent Class I directors (including the CEO) and the executive compensation program are flagged for the disconnect between above-target executive pay and shareholder returns.
Compensation Peer Group
14 companies disclosed in 2025 proxy filing