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0001012100SEALED AIR CORP/DEfalse00010121002025-07-292025-07-29


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): July 29, 2025


 SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware   1-12139   65-0654331
(State or other
jurisdiction of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
 
2415 Cascade Pointe Boulevard    
Charlotte North Carolina   28208
(Address of principal executive offices)   (Zip Code)
 
Registrant’s telephone number, including area code: (980)-221-3235
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.10 per share SEE New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Hiring of Kristen Actis-Grande as Chief Financial Officer
On August 4, 2025, Sealed Air Corporation (the “Company”) announced that its Board of Directors (“Board”) has appointed Kristen Actis-Grande as the Company’s Chief Financial Officer, effective as of her first day of employment which is expected to be August 25, 2025.
Ms. Actis-Grande, age 44, has served as Executive Vice President and Chief Financial Officer of MSC Industrial Direct Co., Inc., a North American distributor of metalworking and maintenance repair and operations products and services, since August 2020. Prior to joining MSC, Ms. Actis-Grande served in various finance-related roles for seventeen years at Ingersoll Rand Inc., a provider of flow creation and industrial products formed from the split of Ingersoll Rand plc’s industrial segment from its climate segment, including as Chief Financial Officer for the Compression Technologies & Services EMEIA in 2020 and as Vice President, Divisional CFO for the Compression Technologies & Services division from 2018 to 2020.
In connection with her appointment, Ms. Actis-Grande entered into an offer letter agreement with the Company dated July 16, 2025 (the “Offer Letter”), which addresses Ms. Actis-Grande’s compensation as follows:
•Sign-On Bonus. Ms. Actis-Grande will receive a cash sign-on bonus of $365,000 following her start date, which will be subject to the Company’s standard form of repayment agreement.
•Initial Equity Awards. Ms. Actis-Grande will be granted an initial new-hire equity award in the form of time-vesting restricted stock units ("RSUs") valued at $2,750,000. In addition, Ms. Actis-Grande will be granted a long-term incentive equity award with an aggregate grant date annualized value equal to $1,460,000 (the “target” value of an annual long-term incentive award), prorated based on her start date, 50% of which will be in the form of RSUs and 50% of which will be in the form of performance-vesting stock units (“PSUs”). The RSUs will be granted under the Company’s Omnibus Incentive Plan (the “Plan”) and evidenced by its standard award agreement for RSUs, including three-year ratable vesting and termination treatment. The PSUs will also be granted under the Plan and evidenced by its standard award agreement for PSUs, including vesting based on the same performance goals and terms included in the PSUs granted to the executive leadership team in February 2025.
•Annual Compensation. Under the terms of the Offer Letter, Ms. Actis-Grande will receive an annual base salary of $730,000 and will be eligible for an annual bonus in accordance with the Company’s bonus program for senior executives. For 2025, the annual bonus will be in a target amount equal to 85% of base salary and a maximum amount of 200% of target, prorated based on Ms. Actis-Grande’s start date. Beginning in 2026, Ms. Actis-Grande will also be eligible for annual grants of long-term incentive awards consistent with awards for other senior executives, with her 2026 grant having a target of 200% of base salary. All compensation terms are subject to annual review by the People and Compensation Committee of the Company’s Board.
•Other Benefits. Ms. Actis-Grande will receive other standard retirement and health and welfare benefits under the terms of the Company’s benefit plans as generally applicable to the Company’s senior executives, including the Executive Severance Plan.
There are no family relationships between Ms. Actis-Grande and the Company’s directors and executive officers, no arrangements or understandings between Ms. Actis-Grande and any other person requiring disclosure under Item 401(b) of Regulation S-K and no transactions with related persons requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Continuation of Veronika Johnson as Chief Accounting Officer
Veronika Johnson, who currently serves as the Company’s Interim Chief Financial Officer and its Chief Accounting Officer, will continue to serve as Interim Chief Financial Officer and as Chief Accounting Officer until the effective date of Ms. Actis-Grande’s employment as Chief Financial Officer. Thereafter, Ms. Johnson will cease serving as Interim Chief Financial Officer but will continue to serve as the Company’s Chief Accounting Officer.



Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the matters referenced in Item 5.02 is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document 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.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1
99.1
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/ Stefanie M. Holland
  Name: Stefanie M. Holland
  Title: Vice President, General Counsel and Secretary
    (Duly Authorized Officer)
Date: August 4, 2025    


EX-10.1 2 july2025offerletterex101.htm EX-10.1 Document
Exhibit 10.1
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July 16, 2025

Kristen Actis-Grande


Dear Kristen,

On behalf of Sealed Air Corporation (the “Company,” “we” or “us”), I am pleased to confirm with you the terms of our offer of employment.

1.Start Date, Position and Duties. Your start date is anticipated to be August 25, 2025 or such earlier/later date as we may mutually agree. You will have the title of Chief Financial Officer. In your position, you will report to the President and Chief Executive Officer of the Company and will perform such services for the Company and its subsidiaries as are customarily associated with such position and as may reasonably be assigned to you by the Chief Executive Officer. The location of your position will be at the Company’s headquarters in Charlotte, NC.

During your employment, you will: (i) devote substantially all your working time and attention to the business and affairs of the Company (excluding any vacation and sick leave to which you are entitled), render such services to the best of your ability, and use your reasonable best efforts to promote the interests of the Company, (ii) not engage in any other employment, consulting or other business activity that would create a conflict of interest with your services to the Company, (iii) not assist any person or entity in competing with the Company or in preparing to compete with the Company and (iv) comply with the Company’s policies and rules, as they may be in effect from time to time and provided to you. Notwithstanding the foregoing, you will be entitled to: (A) serve on the boards of organizations (both for profit or non-profit), subject to the prior consent of the Company’s board of directors (the “Board”), not to be unreasonably withheld or delayed, (B) serve on civic or charitable boards or committees, (C) deliver lectures or fulfill speaking engagements, and (D) manage personal investments, so long as, in each such case, such activities do not (x) significantly interfere with the performance of your responsibilities as an employee of the Company, or (y) create a conflict of interest with your services to the Company.

2.Employment-at-Will. Your employment with the Company will be at-will. This means either you and/or the Company will be free to terminate this employment relationship at any time, with or without cause.

3.Cash Sign-On Bonus and Initial Equity Awards. You will be eligible to receive the following awards in connection with your initial employment with the Company:

•Cash Sign-On Bonus. A sign-on bonus in the gross amount of $365,000, payable in a single cash payment (after required tax withholdings) within 60 days following your start date, subject to your execution of the Company’s standard form Repayment Agreement.
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•An initial equity award in the amount of $2,750,000, 100% of which will be allocated to time-based Restricted Stock Units (RSUs). The grant date for the RSUs will be your start date. The number of RSUs will be determined by dividing the applicable dollar amount by the closing price of the Company’s common stock on the grant date (rounded up to the next whole share). The award will include the Company’s standard three-year ratable vesting schedule and termination treatment, subject to the terms of standard award agreements and the Company’s Omnibus Incentive Plan, which award agreements and plan will in all events control.

•An equity award with an aggregate grant date annualized value equal to $1,460,000 (i.e., the target value of the annual long-term incentive award as specified below), which will be prorated based on your start date. As an example, if your start date is August 25, 2025 the new hire award would be approximately $512,000. Half of the award value will be granted as time-vesting restricted stock units (“RSUs”) and half as performance-vesting stock units (“PSUs”) granted under the Company’s Omnibus Incentive Plan. The awards will be granted on your start date, with the number of underlying shares determined by dividing the applicable dollar amount by the closing price of our common stock on the grant date (rounded up to the next whole share). The RSUs will vest in three substantially equal annual installments starting on the first anniversary of the grant date, and the PSUs will vest based on the same performance goals and terms included in the PSUs granted to the executive leadership team in February 2025 (i.e., for the 2025-2027 performance period). The awards will include other standard terms and provisions, including treatment upon termination of employment, consistent with the terms and provision in our annual RSU and PSU awards to the executive leadership team. Each award will be evidenced by a formal award agreement reflecting these terms, which in each case will be the governing document for the award.

4.Ongoing Compensation and Benefits. We will provide you with the following compensation and benefits during your employment:

•Base Salary. You will receive a base salary at the annual rate of $730,000 payable in accordance with the Company’s regular payroll practices. At least annually, the People & Compensation Committee of the Board will consider whether, in its discretion, to increase, but not decrease, your rate of base salary, based on market trends, internal considerations, performance or such other factors as the People & Compensation Committee may determine.

•Annual Bonus. Each year beginning with 2025, you will be eligible for an annual bonus in accordance with the Company’s annual bonus program for senior executives as in effect from time to time. For 2025, the annual bonus will be in a target amount equal to 85% of your base salary and a maximum amount of 200% of your target, prorated based on your start date. The People & Compensation Committee will determine your actual bonus amount based on the achievement of corporate performance goals and its review of your performance, all in accordance with the Company’s annual bonus program for senior executives as in effect from time to time.
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•Long-Term Incentives. You will receive long-term incentives in accordance with the Company’s long-term incentive program for senior executives as in effect from time to time as determined by the People & Compensation Committee in its discretion, taking into account factors such as market practice, cost, performance and such other factors as determined appropriate by the People & Compensation Committee. The awards granted to you, beginning in 2026, will have a target grant date value equal to 200% of your base salary, or such greater percentage as the People & Compensation Committee may determine. Consistent with recent practice, we expect to grant 50% of such awards as time-vesting RSUs and 50% of such awards as performance-vesting stock units (“PSUs”) under the Company’s 2014 Omnibus Incentive Plan (as amended from time to time), consistent with the terms of awards for other senior executives as determined by the People & Compensation Committee for 2026.

•Benefits. During your employment, you will be entitled to participate in all retirement, health and welfare, vacation and other benefit plans and arrangements generally available to other senior executives of the Company in accordance with the terms and provisions of such plans, including the Executive Severance Plan.

•Business Expenses. We will reimburse you for reasonable and necessary travel and accommodation costs, entertainment and other business expenses incurred as a necessary part of discharging your duties hereunder, subject to our standard expense reimbursement and relocation policy.

5.Covenants. You will be required to enter into the standard Company agreement regarding protection of confidential information, ownership of trade secrets and inventions, and post-employment covenants attached hereto as Exhibit A.

6.Indemnification. The Company will indemnify you and hold you harmless to the fullest extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees), losses, and damages resulting from your good faith performance of your duties and obligations with the Company (but exclusive of any claims made by you or on your behalf). The Company will cover you under directors’ and officers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as the Company covers its other officers and directors. These obligations will survive the termination of your employment with the Company.

7.Miscellaneous.

•No Conflicts. By signing this letter, you represent to the Company that your acceptance of this offer and agreement to accept employment with the Company under these terms will not conflict with, violate or constitute a breach of any employment or other agreement to which you are a party and that you are not required to obtain the consent of any person, firm, corporation or other entity in order to accept this offer of employment.
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•Successors and Assigns. This letter shall inure to the benefit of and be binding upon (i) the Company and its successors and assigns and (ii) you and your heirs and legal representatives, except that your duties and responsibilities under this letter that are of a personal nature and will not be assignable or delegable in whole or in part without our prior written consent.

•Entire Agreement. This letter sets forth the entire present agreement of the parties concerning the subjects covered herein. There are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth herein or therein. Any modification of this letter must be in writing and signed upon the express consent of all parties. Any attempt to modify this letter, orally, or in writing not executed by all parties, will be void.

•Enforceability. If any provision of this letter, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this letter which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction.

•Governing Law. This letter shall be governed and interpreted in accordance with the laws of the State of North Carolina without regard to the State’s conflict of laws provision.

•Waivers. No failure on the part of any party to enforce any provisions of this letter will act as a waiver of the right to enforce that provision.

•Withholding. All payments of compensation to you by the Company shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

•Section 409A. This letter is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or an exemption thereto, and, to the extent necessary in order to avoid the imposition of an additional tax on you under Section 409A of the Code, payments may only be made under this letter upon an event and in a manner permitted by Section 409A of the Code. Any payments or benefits that are provided upon a termination of employment shall, to the extent necessary in order to avoid the imposition of any additional tax on you under Section 409A of the Code, not be provided unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments that qualify for the “short term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception.

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Notwithstanding anything in this letter to the contrary, if you are considered a “specified employee” (as defined in Section 409A of the Code), any amounts paid or provided under this letter due to your separation from service shall, to the extent necessary in order to avoid the imposition of an additional tax on you under Section 409A of the Code, be delayed for six (6) months after your “separation from service” within the meaning of Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum within ten (10) calendar days after the end of the six (6) month period. If you die during the six (6) month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative of your estate within sixty (60) calendar days after the date of your death. For purposes of Section 409A of the Code, the right to a series of installment payments under this letter shall be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. All reimbursements and in kind benefits provided under this letter shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this letter, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. The Company makes no representations that the payments and benefits provided under this letter comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of noncompliance with Section 409A of the Code.

You acknowledge that you have received and read copies of the Company’s Stock Ownership Guidelines for Executive Officers and Other Key Executives and the Company’s Clawback Policy, and you will sign the required acknowledgement form for the Clawback Policy.

Kristen, we are most enthusiastic about your joining the team. If these provisions are agreeable to you, please sign one copy of this letter and return it to me as soon possible.


Sincerely,

/s/ Dustin Semach

Dustin Semach
President and Chief Executive Officer


Accepted By:

/s/ Kristen Actis-Grande
Kristen Actis-Grande
5

EX-99.1 3 august2025pressreleaseex991.htm EX-99.1 Document

Exhibit 99.1
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Sealed Air Names Kristen Actis-Grande Chief Financial Officer

CHARLOTTE, N.C., Aug. 4, 2025 – Sealed Air Corporation (NYSE: SEE) today announced Kristen Actis-Grande will join the company as Chief Financial Officer, effective August 25, 2025. 

“After a thorough search, we are excited to have Kristen join the Sealed Air leadership team and accelerate our ongoing transformation,” said Sealed Air President & CEO Dustin Semach. “She is a highly accomplished finance executive with a proven track record of creating shareholder value for global industrial companies with complex portfolios. I look forward to Kristen quickly integrating into our team and accelerating progress across our two market-focused segments, Food and Protective.” 

Actis-Grande joins Sealed Air following a five-year tenure as Executive Vice President and Chief Financial Officer of MSC Industrial Supply Co. (NYSE: MSM). Prior to joining MSC, she spent 17 years with Ingersoll Rand, serving in multiple finance leadership roles with increasing scope and complexity. She received a bachelor’s degree in finance from Lehigh University and a Master of Business Administration from Indiana University’s Kelley School of Business. 

Actis-Grande succeeds Veronika “Roni” Johnson, who served as Interim Chief Financial Officer since February 14, 2025. Johnson will support the transition and continue in her role as Chief Accounting Officer. 

“I want to thank Roni for leading our Finance team during an important period in Sealed Air’s transformation journey,” Semach said. “Roni has been a trusted business partner since I joined the company and has continued to advance our financial strategy during the interim period. We look forward to Roni and our experienced Finance team working under Kristen’s leadership to deliver shareholder value.” 
About Sealed Air
Sealed Air Corporation (NYSE: SEE), is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes. We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials. Our globally recognized solution brands include CRYOVAC® brand food packaging, LIQUIBOX® brand liquids systems, SEALED AIR® brand protective packaging, AUTOBAG® brand automated packaging systems, and BUBBLE WRAP® brand packaging. In 2024, Sealed Air generated $5.4 billion in sales and has approximately 16,400 employees who serve customers in 117 countries/territories.
www.sealedair.com
Website Information
We routinely post important information for investors on our website, www.sealedair.com, in the Investors section. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

Company Contacts

Investors
Mark Stone
mark.stone@sealedair.com
919.673.3218







Louise Lagache
louise.lagache@sealedair.com

Media
Andi Cole
andi.cole@sealedair.com