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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.    )

Filed by the Registrant   ☒
Filed by a Party other than the Registrant   o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

Sealed Air Corporation
(Name of Registrant as Specified In Its Charter)

   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
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Title of each class of securities to which transaction applies:
 
 
 
 
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Total fee paid:
 
 
 
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o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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Sealed Air Corporation
2415 Cascade Pointe Boulevard
Charlotte, NC 28208

April 6, 2017

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Sealed Air Corporation to be held on Thursday, May 18, 2017, at 10:00 a.m., Eastern Time, at Sealed Air’s new corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208. Your Board of Directors and senior management look forward to seeing you at the meeting.

During the meeting, you will be asked to elect the entire Board of Directors and to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2017. In addition, you will be asked for advisory votes to approve our 2016 executive compensation as disclosed in the proxy statement for the meeting and to establish the frequency of future advisory votes on executive compensation. These matters are important, and we urge you to vote in favor of the director nominees, the ratification of the appointment of our independent auditor, our 2016 executive compensation and holding future advisory votes on executive compensation on an annual basis.

For your convenience, we are also offering a webcast of the meeting. If you choose to follow the meeting via webcast, go to sealedair.com/investors shortly before the meeting time and follow the instructions to join the event. We will also post a replay of the meeting for your convenience.

This year, we are again furnishing proxy materials to our stockholders over the Internet. This e-proxy process expedites stockholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of our Annual Meeting. Today, we sent to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2017 proxy statement and 2016 annual report and vote via the Internet. Other stockholders will receive a copy of the proxy statement and annual report by mail or e-mail.

Regardless of the number of shares of common stock you own, it is important that you vote your shares in person or by proxy. You will find the instructions for voting on the Notice of Internet Availability of Proxy Materials or proxy card. We appreciate your prompt cooperation.

We thank you for your ongoing support.

Sincerely,


Jerome A. Peribere
President and
Chief Executive Officer

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Notice of Annual Meeting of Stockholders

Sealed Air Corporation, a Delaware corporation (“Sealed Air”), will hold its Annual Meeting of Stockholders on May 18, 2017, at 10:00 a.m., Eastern Time, at Sealed Air’s new corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208. The purposes for the Annual Meeting are to consider and vote upon the following matters, which include the election of the entire Board of Directors of Sealed Air:

 1.Election of Michael Chu as a Director.
 2.Election of Lawrence R. Codey as a Director.
 3.Election of Patrick Duff as a Director.
 4.Election of Henry R. Keizer as a Director.
 5.Election of Jacqueline B. Kosecoff as a Director.
 6.Election of Neil Lustig as a Director.
 7.Election of William J. Marino as a Director.
 8.Election of Jerome A. Peribere as a Director.
 9.Election of Richard L. Wambold as a Director.
10.Election of Jerry R. Whitaker as a Director.
11.Advisory vote to approve 2016 executive compensation as disclosed in the attached proxy statement.
12.Advisory vote on the frequency of future advisory votes on executive compensation.
13.Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017.
14.Such other matters as may properly come before the meeting.

The Board of Directors has fixed the close of business on March 20, 2017 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

Sealed Air is making available or mailing a copy of its 2016 Annual Report to Stockholders to all stockholders of record. Additional copies are available upon request by writing to our Corporate Secretary at Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208.

The Board invites you to attend the meeting so that management may discuss business trends with you, listen to your suggestions and answer any questions that you may have. Because it is important that as many stockholders as possible be represented at the meeting, please review the attached proxy statement promptly and carefully and then vote. You may vote by following the instructions for voting set forth on the Notice of Internet Availability of Proxy Materials or on your proxy card. If you receive a paper copy of the proxy card by mail, you may complete and return the proxy card in the accompanying postage-paid, addressed envelope. If you attend the meeting, you may vote your shares personally even though you have previously voted by proxy.

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The only voting securities of Sealed Air are the outstanding shares of its common stock. Sealed Air will keep a list of the stockholders of record at Sealed Air’s new corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208 for a period of ten days prior to the Annual Meeting.

On behalf of the Board of Directors,

Thomas C. Lagaly

Vice President, Acting General Counsel
and Secretary

Charlotte, North Carolina
April 6, 2017

Important Notice Regarding the Availability of Proxy Materials
for the Annual Stockholder Meeting to be held on May 18, 2017:

Sealed Air’s Notice of Annual Meeting of Stockholders,
Proxy Statement for Annual Meeting of Stockholders
and 2016 Annual Report are available at

proxyreport.sealedair.com.

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2415 Cascade Pointe Boulevard

Charlotte, North Carolina 28208

PROXY STATEMENT

Dated April 6, 2017

2017 Annual Meeting of Stockholders

Sealed Air Corporation, a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its Board of Directors of proxies to be voted at its 2017 Annual Meeting of Stockholders and any adjournments. Sealed Air Corporation is providing these materials to the holders of record of its common stock, par value $0.10 per share, as of the close of business on March 20, 2017, and is first making available or mailing the materials on or about April 6, 2017.

The Annual Meeting is scheduled to be held:

Date:
Thursday, May 18, 2017
Time:
10:00 a.m., Eastern Time
Place:
Sealed Air Corporate Headquarters
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208

Your vote is important. Please see the detailed information that follows.

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2017 Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. References in this proxy statement to “Sealed Air,” and to “we,” “us,” “our” and similar terms, refer to Sealed Air Corporation.

Annual Meeting of Stockholders

Time and Date
10:00 a.m. (Eastern Time) on May 18, 2017
Place
Sealed Air Corporate Headquarters
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208
Record Date
March 20, 2017
Voting
Stockholders of record of common stock at the close of business on March 20, 2017, the record date, will be entitled to vote at the Annual Meeting. Each outstanding share will be entitled to one vote.
Outstanding Shares
195,325,360 shares as of March 20, 2017

Annual Meeting Agenda

 
Board Vote Recommendation
Election of Directors (Proposals 1-10)
FOR each Nominee
Advisory Vote to Approve 2016 Executive Compensation (Proposal 11)
FOR
Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation (Proposal 12)
FOR an ANNUAL vote
Ratification of Auditors (Proposal 13)
FOR

How to Cast Your Vote

You can vote by any of the following methods:

Internet (www.proxyvote.com for “street name” holders and www.investorvote.com/SEE for registered holders) until May 17, 2017.
Telephone (1-800-454-8683 for “street name” holders and 1-800-652-8683 for registered holders) until May 17, 2017.
Proxy or voting instruction card, which must be completed, signed and returned before May 17, 2017.
In person, at the Annual Meeting: If you are a stockholder of record, your admission ticket is attached to your proxy card. If your shares are held in the name of a broker, nominee or other intermediary, you must bring proof of ownership with you to the meeting.

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2017 PROXY SUMMARY

Director Nominees (Proposals 1-10)

Name
Age
Director
Since
Occupation
Experience/
Qualifications
Independent
Committee Memberships
Other Company Boards
Yes
No
Michael Chu
68
2002
Managing Director of
IGNIA Fund

Senior Advisor of
Pegasus Capital

Senior Lecturer at
Harvard Business
School
 Leadership
 Global
 Finance
X
 
 Organization and
  Compensation
 Arco Dorados
Lawrence R. Codey
 
72
 
1993
 
Retired President and
COO of PSE&G
 
 Leadership
 Global
 Finance
 
X
 
 
 Audit
 
 Horizon Blue Cross Blue
  Shield of New Jersey
 New Jersey Resources
  Corporation
Patrick Duff
59
2010
General Partner of
Dunham Partners,
LLC
 Leadership
 Global
 Education
X
 
 Audit
 Nominating and Corporate
  Governance (Chair)
 
Henry R. Keizer
 
60

 
Chairman of
Hertz Global
Holdings, Inc.
 
 Leadership
 Finance
 Industry
 
X
 
 
 
 BlackRock Funds
 Hertz Global
  Holdings, Inc.
 WABCO Holdings
  Inc.
Jacqueline B. Kosecoff
 
67
 
2005
 
Managing Partner of
Moriah Partners, LLC

Senior advisor to
Warburg Pincus
 
 Leadership
 Industry
 Global
 
X
 
 
 Nominating and Corporate
  Governance
 Organization and
  Compensation
  (Chair)
 
 athenahealth, Inc.
 Houlihan Lokey, Inc
 STERIS Corporation
Neil Lustig
55
2015
CEO of Sailthru, Inc.
 Leadership
 Innovation
 Industry
X
 
 Nominating and Corporate
  Governance
 Organization and
  Compensation
 
William J. Marino
 
73
 
2002
 
Retired Chairman,
President and CEO of
Horizon Blue Cross
Blue Shield of New
Jersey
 
 Leadership
 Industry
 Governance
 
X
 
 
 Chairman of the
  Board
 
 Sun Bancorp, Inc.
 WebMD Health
  Corp.
Jerome A. Peribere
 
62
 
2012
 
President and CEO of
Sealed Air
Corporation
 
 Leadership
 Global
 Industry
 
 
X
 
 
 Xylem Inc.
Richard L. Wambold
 
65
 
2012
 
Retired CEO of
Reynolds/Pactiv
Foodservice and
Consumer Products
 
 Leadership
 Industry
 Global
 
X
 
 
 Organization and
  Compensation
 
Jerry R. Whitaker
 
66
 
2012
 
Retired President of
Electrical
Sector-Americas,
Eaton Corporation
 
 Leadership
 Global
 Finance
 
X
 
 
 Audit (Chair)
 Nominating and Corporate
  Governance
 
 Matthews
  International
  Corporation

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2017 PROXY SUMMARY

Advisory Vote to Approve 2016 Executive Compensation (Proposal 11)

We are asking for stockholder approval of the 2016 compensation of our “named executive officers” as disclosed in this proxy statement in accordance with Securities and Exchange Commission rules, including the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the narrative discussion following the compensation tables.

Key Features of Our Executive Compensation Program

The Compensation Committee believes that our executive compensation program follows best practices aligned to long-term stockholder interests, as summarized below:

What We Do
 
 
ü
 
Provide a majority of compensation in performance-based compensation

Consistent with goal of creating a performance-oriented environment; 88% of total direct compensation for CEO, and 70% of total direct compensation for other named executive officers, is performance-based
ü
   
Pay for performance based on goals for both annual and long-term awards

Use multiple, balanced measures; use both absolute and relative measures for long-term awards
ü
   
Balanced mix of awards tied to annual and long-term performance

For CEO, total direct compensation includes 16% in annual incentive award and 72% in long-term award at target; 100% of long-term awards for named executive officers are performance-based
ü
Stock ownership and retention policy

Multiple of base salary must be held in common stock — 6x for CEO, 3.5x for CFO and 3x for other Senior Vice Presidents; 100% of after-tax shares must be held until ownership goal is met
ü
   
Compensation recoupment (clawback) policy

Recovery of annual or long-term incentive compensation based on achievement of financial results that were subsequently restated due to error or misconduct, regardless of whether named executive officer was responsible for the error or misconduct
ü
   
Receive advice from independent compensation consultant

Compensation consultant (Frederic W. Cook & Co., Inc.) provides no other services to Sealed Air
What We Don’t Do
×
   
No supplemental executive retirement plans for named executive officers

Consistent with focus on performance-oriented environment; reasonable and competitive retirement programs offered
×
No change in control excise tax gross-ups

Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests
×
   
No excessive perquisites or severance benefits

Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests
×
   
No single-trigger vesting of equity compensation upon a change in control

Under our equity compensation plans, vesting following a change in control requires involuntary termination of employment (double-trigger)

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2017 PROXY SUMMARY

Key Elements of our Executive Compensation Program

The main components of our executive compensation program for U.S. employees, including for named executive officers, are summarized in the following table.

Compensation Element
Description
Objectives
Base Salary
 Fixed cash compensation
 Appropriate level of fixed compensation based
  on role and duties
 Assist with recruitment and retention
Annual Incentive
 Annual cash award if performance metrics are
  achieved
 Target award based on a percentage of base
  salary
 Payouts from 0-200% of target based on company
  and individual performance
 Executive may elect all or a portion of award in
  form of restricted   stock award vesting over two
  years, with 25% enhancement
 Reward executives for driving superior operating
  and financial results over a one-year timeframe
 Create a direct connection between business
  success and financial reward
Long-Term Incentives
 Performance share units earned based on
  performance, typically over three-year period with
  0-200% payout
 Occasional awards of restricted stock or restricted
  stock units that vest at end of three years of
  service
 Reward achievement of longer-term goals
 Create direct connection between longer-term
  business success and financial reward
 Encourage retention
Retirement Plans
 Standard plans generally offered to all salaried
  employees based on location of services
 No supplemental executive retirement plans
 Provide retirement income for participants
 Assist with recruitment and retention
Deferred Compensation
 Elective, nonqualified deferred compensation plan   for select U.S. employees
 Permits deferral of salary and certain cash
  incentives
 No Sealed Air contributions are included
 Provide opportunity to save for retirement
 Assist with recruitment and retention
Post-Employment Benefits
 Executive Severance Plan provides modest
  benefits in case of involuntary termination; no
  single-trigger vesting of equity awards upon a
  change in control
 CEO has post-employment benefits under the
  terms of his employment arrangement
 Assure continuing performance of executives in
  face of possible termination of employment
  without cause
 Assist with recruitment and retention
Other Benefits
 Health care and life insurance programs
 Limited perquisites
 Competitive with peer companies
 Assist with recruitment and retention

2016 Executive Total Direct Compensation Mix


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2017 PROXY SUMMARY

Summary Compensation Table

Name and
Principal Position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
Jerome A. Peribere
 
2016
 
 
1,250,000
 
 
0
 
 
13,527,824
 
 
0
 
 
31,800
 
 
14,809,624
 
President and Chief
 
2015
 
 
1,180,188
 
 
0
 
 
6,918,394
 
 
0
 
 
31,800
 
 
8,130,382
 
Executive Officer
 
2014
 
 
1,150,000
 
 
0
 
 
10,775,959
 
 
0
 
 
37,200
 
 
11,963,159
 
Carol P. Lowe
 
2016
 
 
635,304
 
 
0
 
 
1,080,073
 
 
407,865
 
 
31,800
 
 
2,155,042
 
Senior Vice President and
 
2015
 
 
613,500
 
 
0
 
 
1,195,493
 
 
418,662
 
 
106,772
 
 
2,334,427
 
Chief Financial Officer
 
2014
 
 
585,844
 
 
0
 
 
2,147,601
 
 
562,394
 
 
43,296
 
 
3,339,134
 
Emile Z. Chammas
 
2016
 
 
518,832
 
 
0
 
 
830,218
 
 
317,546
 
 
31,800
 
 
1,698,395
 
Senior Vice President,
 
2015
 
 
501,025
 
 
0
 
 
807,579
 
 
395,093
 
 
62,607
 
 
1,766,304
 
Chief Supply Chain Officer
 
2014
 
 
477,480
 
 
0
 
 
1,542,639
 
 
530,732
 
 
286,498
 
 
2,837,349
 
Karl R. Deily
 
2016
 
 
521,350
 
 
0
 
 
834,244
 
 
287,029
 
 
43,078
 
 
1,685,701
 
Senior Vice President,
 
2015
 
 
502,863
 
 
0
 
 
914,505
 
 
351,371
 
 
63,425
 
 
1,832,164
 
President Food Care
 
2014
 
 
470,500
 
 
0
 
 
1,642,171
 
 
456,287
 
 
44,233
 
 
2,613,292
 
Ilham Kadri
 
2016
 
 
490,356
 
 
0
 
 
784,619
 
 
333,776
 
 
100,045
 
 
1,708,896
 
Senior Vice President,
 
2015
 
 
433,695
 
 
0
 
 
713,078
 
 
346,062
 
 
378,795
 
 
1,871,360
 
President Diversey Care
 
2014
 
 
433,073
 
 
0
 
 
1,542,576
 
 
466,807
 
 
131,753
 
 
2,574,209
 

Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation (Proposal 12)

We are asking stockholders for an advisory vote on how frequently they would like to cast an advisory vote on the compensation of our named executive officers. We have been requesting advisory votes on executive compensation on an annual basis. Securities and Exchange Commission rules require that we submit this "say-on-frequency" vote to stockholders every six years.

Auditor (Proposal 13)

The Audit Committee has approved the retention of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to examine and report on our consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending December 31, 2017, subject to ratification of the retention by the stockholders at the Annual Meeting.

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Questions and Answers about the Annual Meeting

Q:Why am I receiving these materials?
A:We are providing these proxy materials to you in connection with our Annual Meeting of Stockholders, which will take place on May 18, 2017. These materials were first made available on the Internet or mailed to stockholders on or about April 6, 2017. You are invited to attend the Annual Meeting and requested to vote on the proposals described in this Proxy Statement.
Q:Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
A:In accordance with rules and regulations adopted by the Securities and Exchange Commission, or SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we may furnish proxy materials, including this Proxy Statement and our 2016 Annual Report to Stockholders, by providing access to those documents via the Internet. This e-proxy process expedites stockholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of our Annual Meeting.

Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, we have mailed a Notice of Internet Availability of Proxy Materials that tells you how to access and review all of the proxy materials on the Internet. The notice also tells you how to vote on the Internet. If you would like to receive a paper or e-mail copy of our proxy materials, you should follow the instructions included in the notice.

Q:What is a proxy?
A:The Board of Directors is asking for your proxy. This means you authorize the Proxy Committee to vote your shares at the 2017 Annual Meeting in the way you instruct. The Proxy Committee consists of Jerome A. Peribere, Carol P. Lowe and Thomas C. Lagaly. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions.
Q:What is included in these materials?
A:The materials include:
our Proxy Statement for the 2017 Annual Meeting, which also includes a letter from our President and Chief Executive Officer to Stockholders and a Notice of Annual Meeting of Stockholders; and
our 2016 Annual Report to Stockholders, which includes our audited consolidated financial statements.

If you requested or receive printed versions of these materials by mail, these materials also include the proxy card for the Annual Meeting.

Q:What are the stockholders voting on?
A:•  Election of the entire Board of Directors. The ten nominees are:
Michael Chu
Lawrence R. Codey
Patrick Duff
Henry R. Keizer
Jacqueline B. Kosecoff
Neil Lustig
William J. Marino
Jerome A. Peribere
Richard L. Wambold
Jerry R. Whitaker

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Advisory vote to approve our 2016 executive compensation;
Advisory vote on the frequency of future advisory votes on executive compensation; and
Ratification of Ernst & Young LLP as our independent registered public accounting firm for 2017.
Q:Who can vote?
A:Stockholders of record of common stock at the close of business on March 20, 2017, the record date, will be entitled to vote at the Annual Meeting. As of the close of business on the record date, there were 195,325,360 shares of common stock outstanding. Each outstanding share will be entitled to one vote on each proposal.
Q:What is a stockholder of record?
A:A stockholder of record or registered stockholder is a stockholder whose ownership of our common stock is reflected directly on the books and records of our transfer agent, Computershare. If you hold stock through an account with a bank, broker or similar organization, you are considered the beneficial owner of shares held in “street name” and are not a stockholder of record. For shares held in street name, the stockholder of record is your bank, broker or similar organization.
Q:How do I vote my shares?
A:Stockholders of record may vote via the Internet or, if you received a paper proxy card, by mail. Also, the proxy card contains a toll-free telephone number that you may use to vote. If you received a paper proxy card and choose to vote by mail, we have provided a postage-paid return envelope. For your information, voting via the Internet is the least expensive to Sealed Air, followed by telephone voting, with voting by mail being the most expensive. Also, you may help us to save the expense of a second mailing if you vote promptly.

Beneficial owners of shares held in “street name” may vote by following the voting instructions provided to you by your bank or broker or other nominee.

You may also vote in person at the Annual Meeting as described below.

Q:How do I vote via the Internet?
A:Stockholders of record may vote via the Internet as instructed on the Notice of Internet Availability of Proxy Materials or proxy card. We provide voting instructions on the website for you to follow. Internet voting is available 24 hours a day. You will be given the opportunity to confirm that your instructions have been recorded properly. If you vote via the Internet, you do not need to return a proxy card. Please see the notice or proxy card for Internet voting instructions.
Q:How do I vote by telephone?
A:Stockholders of record who receive a proxy card may vote by calling the appropriate toll-free number listed on the proxy card and following the instructions provided on the telephone line. Telephone voting is available 24 hours a day. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been recorded properly. If you vote by telephone, you do not need to return a proxy card. Please see the proxy card for telephone voting instructions.
Q:How do I vote by mail?
A:If you have received a paper proxy card and choose to vote by mail, simply mark your proxy card, sign and date it, and return it in the postage-paid envelope provided.
Q:Can I access the Annual Meeting materials via the Internet?
A:Sealed Air’s Notice of Annual Meeting of Stockholders, Proxy Statement for the Annual Meeting of Stockholders and 2016 Annual Report are available at proxyreport.sealedair.com.

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Q:May I change my vote? May I revoke my proxy?
A:If you are a stockholder of record, whatever method you use to vote, you may later change or revoke your proxy at any time before it is exercised by:
voting via the Internet or telephone at a later time;
submitting a properly signed proxy card with a later date; or
voting in person at the Annual Meeting.
Q:Can I vote at the Annual Meeting?
A:The method by which you vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. Any stockholder of record may vote in person at the Annual Meeting whether or not the stockholder has previously voted. If your shares are held in “street name,” you must obtain a written proxy, executed in your favor, from the record holder to be able to vote at the meeting. If you hold shares through our Profit-Sharing Plan or our 401(k) Thrift Plan, you cannot vote those shares in person at the Annual Meeting; see the question “How do I vote if I participate in Sealed Air’s Profit Sharing-Plan or 401(k) Thrift Plan?” and the corresponding answer below.
Q:What is the deadline for voting my shares if I do not intend to vote in person at the Annual Meeting?
A:If you are a stockholder of record and do not intend to vote in person at the Annual Meeting, you may vote by Internet or by telephone until 11:59 p.m., Eastern Time, on May 17, 2017. If you are a beneficial owner of shares held through a bank or brokerage firm, please follow the voting instructions provided by your bank or brokerage firm.
Q:How do I vote if I participate in Sealed Air’s Profit-Sharing Plan or 401(k) Thrift Plan?
A:For each participant in our Profit-Sharing Plan, the proxy also serves as a voting instruction card permitting the participant to provide voting instructions to Fidelity Management Trust Company, or Fidelity, the trustee for the Profit-Sharing Plan, for the shares of common stock allocated to the participant’s plan account. For each participant in our 401(k) Thrift Plan, the proxy also serves as a voting instruction card permitting the participant to provide voting instructions to Fidelity, which also acts as trustee for the 401(k) Thrift Plan, for the shares of common stock allocated to the participant’s account in the plan. Internet voting is available to plan participants. Fidelity will vote the allocated shares in each plan as directed by each participant who provides voting instructions to it before 11:59 p.m., Eastern Time, on May 15, 2017. The terms of each plan provide that Fidelity will vote shares allocated to the accounts of participants who do not provide timely voting instructions in the same proportion as shares it votes on behalf of participants who do provide timely voting instructions.
Q:What if my broker holds shares in street name for me?
A:Under the rules of the New York Stock Exchange, Inc., or NYSE, brokers who hold shares in street name for customers have the authority to vote on specified items when they have not received instructions from their customers who beneficially own the shares. Unless instructed to the contrary by beneficial owners of shares held in street name, brokers may exercise this authority to vote on ratification of the appointment of our independent auditor. For the purpose of determining a quorum, we will treat as present at the meeting any proxies that are voted on any matter to be acted upon by the stockholders, including abstentions or any proxies containing broker non-votes.
Q:What happens if I do not give specific voting instructions?
A:If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, the Proxy Committee will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement and as the Proxy Committee may determine in their discretion for any other matters properly presented for a vote at the meeting.

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If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, that organization generally may vote on routine matters but not on non-routine matters. If the organization does not receive instructions from you on how to vote your shares on a non-routine matter, it will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is referred to as a “broker non-vote.” The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of the independent auditor.

Q:What if other matters are presented at the Annual Meeting?
A:If any other matters are properly presented for consideration at the Annual Meeting, the Proxy Committee named in the proxy card will have the discretion to vote on those matters for you. We do not know of any other matters to be presented for consideration at the Annual Meeting.

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Vote Required for Election or Approval

Introduction

Sealed Air’s only voting securities are the outstanding shares of our common stock. As of the close of business on March 20, 2017, 195,325,360 shares of common stock were outstanding, each of which is entitled to one vote at the Annual Meeting. Only holders of record of common stock at the close of business on March 20, 2017, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. A majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote on any matters to be considered at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing broker non-votes.

Election of Directors

Each director will be elected by a vote of the majority of the votes cast with respect to that director, where a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” the director. We will not count shares voted to “abstain” for the purpose of determining whether a director is elected. Similarly, broker non-votes will not have any effect on the outcome of the election of directors since broker non-votes are not counted as “votes cast.”

Under our Certificate of Incorporation, our Bylaws and the Delaware General Corporation Law, a director holds office until a successor is elected and qualified or until his or her earlier resignation or removal. If any of the nominees who is currently in office is not elected at the Annual Meeting, then the Bylaws provide that the director shall offer to resign from the Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will consider and act on the recommendation of the Nominating and Corporate Governance Committee and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who offers his or her resignation will not participate in the decision of the Nominating and Corporate Governance Committee or the Board. If the Board accepts such resignation, then the Board can fill the vacancy resulting from that resignation or can reduce the number of directors that constitutes the entire Board so that no vacancy exists.

Advisory Vote to Approve 2016 Executive Compensation

The advisory vote to approve our executive compensation must be approved by the affirmative vote of the holders of a majority of the shares of common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions will count as votes against this proposal, since shares with respect to which the stockholder abstains will be deemed present and entitled to vote. Broker non-votes with respect to shares will have no effect on the outcome of this proposal since such shares will not be deemed entitled to vote.

Advisory Vote on Frequency of Future Approvals of Executive Compensation

The advisory vote on the frequency of future advisory votes on executive compensation requires an affirmative vote of the holders of a plurality of the shares of common stock present in person or represented by proxy at the Annual Meeting. As a result, any shares that are not voted, whether by abstention, broker non-votes or otherwise, will not affect the outcome of this proposal, except to the extent that the failure to vote for a particular frequency period may result in another frequency period receiving a larger proportion of the votes cast.

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Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting firm for 2017

The ratification of Ernst & Young LLP as our independent registered public accounting firm for 2017 must be approved by the affirmative vote of the holders of a majority of the shares of common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions will be deemed present and, therefore, will count as votes against this proposal. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.

Other Matters

Any other matters considered at the Annual Meeting must be approved by the affirmative vote of the holders of a majority of the shares of common stock entitled to vote and present in person or represented by proxy at the Annual Meeting.

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Corporate Governance

Corporate Governance Guidelines

The Board of Directors has adopted and operates under Corporate Governance Guidelines that reflect our current governance practices in accordance with applicable statutory and regulatory requirements, including those of the SEC and the NYSE. The Corporate Governance Guidelines are available on our website at www.sealedair.com.

Independence of Directors

Under the Corporate Governance Guidelines and the requirements of the NYSE, the Board of Directors must consist of a majority of independent directors. The Board annually reviews the independence of all non-employee directors. The Board has established categorical standards consistent with the corporate governance standards of the NYSE to assist it in making determinations of the independence of Board members. We have attached a copy of our current director independence standards to this Proxy Statement as Annex A and also posted a copy on our website at www.sealedair.com. These categorical standards require that, to be independent, a director may not have a material relationship with Sealed Air. Even if a director meets all categorical standards for independence, the Board reviews other relationships with Sealed Air in order to conclude that each independent director has no material relationship with Sealed Air either directly or indirectly.

The Board has determined that the following director nominees are independent: Michael Chu, Lawrence R. Codey, Patrick Duff, Henry R. Keizer, Jacqueline B. Kosecoff, Neil Lustig, William J. Marino, Richard L. Wambold and Jerry R. Whitaker.

Code of Conduct

We have a Code of Conduct applicable to all directors, officers and employees of Sealed Air and its subsidiaries. We also have a supplemental Code of Ethics for Senior Financial Executives that applies to our Chief Executive Officer, Chief Financial Officer, Controller, Treasurer and all other employees performing similar functions. We have posted the Code of Conduct and the Code of Ethics for Senior Financial Executives on our website at www.sealedair.com. We will post any amendments to the Code of Conduct and the Code of Ethics for Senior Financial Executives on our website. In accordance with the requirements of the SEC and the NYSE, we will also post waivers applicable to any of our officers or directors from provisions of the Code of Conduct or the Code of Ethics for Senior Financial Executives on our website. We have not granted any such waivers to date.

Board Oversight of Risk

The Board of Directors is actively involved in oversight of risks that could affect Sealed Air. While the Audit Committee oversees our major financial risk exposures and the steps we have taken to monitor and control such exposures, and the Organization and Compensation Committee considers the potential of our executive compensation programs to raise material risks to Sealed Air, the Board as a whole is responsible for oversight of our risk management processes and our enterprise risk management program. The Board regularly discusses risk management with management and among the directors during meetings.

Communicating with Directors

Stockholders and other interested parties may communicate directly with the non-management directors of the Board of Directors by writing to Non-Management Directors, c/o Corporate Secretary, at Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208, or by sending an email to directors@sealedair.com. In either case, the Chairman of the Board will be notified of all such correspondence as appropriate and will communicate with the other directors as appropriate about the correspondence. We have posted information on how to communicate with the non-management directors on our website at www.sealedair.com.

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Board Leadership Structure

Mr. Marino was elected as the Chairman of the Board of Directors in May 2014. The Chairman presides at meetings of the Board at which he is present and leads the Board in fulfilling its responsibilities as specified in the Bylaws. The Chairman has the right to call special and emergency meetings. The Chairman serves as the liaison for interested parties who request direct communications with the Board.

Notwithstanding the appointment of a Chairman, the Board considers all of its members responsible and accountable for oversight and guidance of its activities. All directors have the opportunity to request items to be included on the agendas of upcoming meetings.

The Board believes having an independent chair is beneficial in that it ensures that management is subject to independent and objective oversight and the independent directors have an active voice in the governance of Sealed Air. The leadership structure is reviewed annually as part of the Board’s self-assessment process, and changes may be made in the future to reflect the Board’s composition as well as our needs and circumstances.

Board of Directors Overview

Under the Delaware General Corporation Law and our Bylaws, our business and affairs are managed by or under the direction of the Board of Directors, which delegates some of its responsibilities to its Committees.

The Board generally holds five regular meetings per year and meets on other occasions when circumstances require. Directors spend additional time preparing for Board and Committee meetings, and we may call upon directors for advice between meetings. Also, we encourage our directors to attend director education programs.

The Corporate Governance Guidelines adopted by the Board provide that the Board will meet regularly in executive session without management in attendance. The Chairman of the Board presides at each executive session. The Chairman’s designee or the chair of the Nominating and Corporate Governance Committee serves as the presiding director if the Chairman of the Board is unable to serve.

Under the Corporate Governance Guidelines, we expect directors to regularly attend meetings of the Board and of all Committees on which they serve and to review the materials sent to them in advance of those meetings. We expect nominees for election at each annual meeting of stockholders to attend the annual meeting. All of the nominees for election at the Annual Meeting this year who are currently directors attended the 2016 Annual Meeting.

During 2016, the Board held nine meetings, excluding actions by unanimous written consent, and held one executive session and six executive sessions with only independent directors. Each current member of the Board participated in at least 75 percent of the aggregate number of meetings of the Board and of the Committees of the Board on which the director served during 2016.

The Board maintains an Audit Committee, a Nominating and Corporate Governance Committee, and an Organization and Compensation Committee. The members of these Committees consist only of independent directors. The Board has adopted charters for each of the Committees, which are reviewed annually by each Committee and the Board. The Committee charters are available on our website at www.sealedair.com.

Audit Committee

The principal responsibility of the Audit Committee is to assist the Board of Directors in fulfilling the Board’s responsibilities for monitoring and overseeing:

our internal control system, including information technology security and control;
our public reporting processes;
the performance of our internal audit function;
the annual independent audit of our consolidated financial statements;

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the integrity of our consolidated financial statements;
our legal and regulatory compliance; and
the retention, performance, qualifications, rotation of personnel and independence of our independent auditor.

Our independent auditor is ultimately accountable to the Audit Committee. The Audit Committee has the ultimate authority and responsibility to select, evaluate, approve terms of retention and compensation of, and, where appropriate, replace the independent auditor, subject to ratification of the selection of the independent auditor by our stockholders at the Annual Meeting.

The current members of the Audit Committee are Mr. Whitaker, who serves as chair, and Messrs. Codey, Duff and Manning, as well as Mr. Marino who serves ex officio. The Board has determined that each current member of the Audit Committee is independent, as defined in the listing standards of the NYSE, is financially literate, and is an audit committee financial expert in accordance with the standards of the SEC. No director is eligible to serve on the Audit Committee if that director simultaneously serves on the audit committees of three or more other public companies. The Audit Committee held fourteen meetings in 2016, excluding actions by unanimous written consent. During 2016, the Audit Committee met privately with representatives of the independent auditor of Sealed Air, Ernst & Young LLP, on five occasions, met privately with Sealed Air’s head of Internal Audit on five occasions, met privately with Sealed Air’s management on five occasions, and held four executive sessions with only non-employee directors in attendance.

Nominating and Corporate Governance Committee

The principal responsibilities of the Nominating and Corporate Governance Committee are to:

identify individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board, and recommend to the Board director nominees for the next annual meeting of stockholders and director nominees to fill vacancies or newly-created directorships at other times;
provide oversight of the corporate governance affairs of the Board and Sealed Air, including developing and recommending to the Board the Corporate Governance Guidelines;
assist the Board in evaluating the Board and its Committees; and
recommend to the Board the compensation of non-employee directors.

The current members of the Nominating and Corporate Governance Committee are Mr. Duff, who serves as chair, and Messrs. Lustig, Manning and Whitaker and Dr. Kosecoff, as well as Mr. Marino who serves ex officio. The Board has determined that each current member of the Nominating and Corporate Governance Committee is independent, as defined in the listing standards of the NYSE. The Nominating and Corporate Governance Committee held five meetings in 2016, excluding actions by unanimous written consent. During 2016, the Nominating and Corporate Governance Committee held four executive sessions with only non-employee directors in attendance.

The Nominating and Corporate Governance Committee has the sole authority to retain, oversee and terminate any consulting or search firm to be used to identify director candidates or assist in evaluating director compensation and to approve any such firm’s fees and retention terms. Starting in late 2010, the Nominating and Governance Committee has engaged Frederic W. Cook & Co., Inc., which we refer to below as FW Cook, to advise the Nominating and Corporate Governance Committee on director compensation. FW Cook also advises the Organization and Compensation Committee regarding executive compensation.

The Nominating and Corporate Governance Committee will consider director nominees recommended by our stockholders in accordance with a policy adopted by the Committee and approved by the Board. Recommendations should be submitted to our Corporate Secretary in writing at Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208, along with additional required information about the nominee and the stockholder making the recommendation. A copy of the policy is attached to this Proxy Statement as Annex B and posted on our website at www.sealedair.com. Information on qualifications

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for nominations to the Board and procedures for stockholder nominations to the Board is included below under “Election of Directors (Proposals 1-10)—Director Qualifications” and “—Identifying and Evaluating Nominees for Directors.”

Organization and Compensation Committee

The principal responsibilities of the Organization and Compensation Committee, which we refer to as the Compensation Committee, are to assist the Board of Directors in fulfilling its responsibilities relating to:

compensation of the executive officers;
stockholder review and action regarding executive compensation matters;
performance of our Chief Executive Officer and executive management;
succession planning; and
Sealed Air-sponsored incentive compensation plans, equity-based plans and tax-qualified retirement plans.

The current members of the Compensation Committee are Dr. Kosecoff, who serves as chair, Messrs. Chu, Lustig and Wambold, as well as Mr. Marino who serves ex officio. The Board has determined that each current member of the Compensation Committee is independent, as defined in the listing standards of the NYSE. The Compensation Committee held eight meetings in 2016, excluding actions by unanimous written consent. During 2016, the Compensation Committee held six executive sessions with only non-employee directors in attendance.

The Compensation Committee oversees and provides strategic direction to management with respect to our executive compensation plans and programs. The Compensation Committee reviews our Chief Executive Officer’s performance and compensation with the other non-employee directors. Based on that review, the Compensation Committee evaluates the performance of our Chief Executive Officer, reviews the Compensation Committee’s evaluation with him, and makes all compensation decisions for our Chief Executive Officer. The Compensation Committee also reviews and approves the compensation of the other executive officers. The Compensation Committee makes most decisions regarding changes in salaries and bonuses during the first quarter of the year based on company, division or function and individual performance during the prior year, as well as reviewing relevant commercially available proxy and survey data of peer group companies and companies of comparable size. The Compensation Committee also has authority to grant equity compensation awards under our 2014 Omnibus Incentive Plan. This award authority has been delegated on a limited basis for awards to employees who are not subject to the requirements of Section 16 of the Securities Exchange Act of 1934 to the Equity Award Committee, comprised of our Chief Executive Officer.

The Compensation Committee has the sole authority to retain, oversee and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and to approve the consultant’s fees and retention terms. Since November 2006, the Compensation Committee has retained FW Cook as its executive compensation consultant. FW Cook also advises the Nominating and Corporate Governance Committee regarding director compensation but does not provide any other services to Sealed Air. Sealed Air pays FW Cook’s fees. Additional information on the executive compensation services performed in 2016 by FW Cook is included in “Executive Compensation—Compensation Discussion and Analysis—Governance of Our Executive Compensation Program—Role of Independent Compensation Consultant.”

Compensation Committee Interlocks and Insider Participation

During 2016, none of the members of the Compensation Committee was an officer or employee of Sealed Air or any of its subsidiaries.

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Certain Relationships and Related-Person Transactions

Under the Audit Committee charter, the Audit Committee has the responsibility to review and, if appropriate, approve conflicts of interest or potential conflicts of interest involving our senior financial executives and to act, or recommend action of the Board of Directors, on any other violations or potential violations of our Code of Conduct by executive officers. Under our Code of Conduct, the Board reviews any relationships or transactions that might constitute a conflict of interest for a director.

In 2007, the Board adopted its Related-Person Transactions Policy and Procedures, which we refer to below as the Related-Person Policy. The current Related-Person Policy is in writing and is posted on Sealed Air’s website at www.sealedair.com. The Related-Person Policy provides for the review of all relationships and transactions in which Sealed Air and any of its executive officers, directors and five-percent stockholders or their immediate family members are participants to determine whether to approve or ratify such relationships or transactions, as well as whether such relationships or transactions might affect a director’s independence or must be disclosed in our proxy statement. All such transactions or relationships are covered if the aggregate amount may exceed $120,000 in a calendar year and the person involved has a direct or indirect interest other than solely as a director or a less than 10 percent beneficial ownership interest in another entity. The Related-Person Policy includes a list of certain types of pre-approved relationships and transactions. Determinations whether to approve or ratify any other relationship or transaction are based on the terms of the transaction, the importance of the relationship or transaction to Sealed Air, whether the relationship or transaction could impair the independence of a non-employee director, and whether the relationship or transaction would present an improper conflict of interest for any director or executive officer of Sealed Air, among other factors. Information on relationships and transactions is requested in connection with annual questionnaires completed by each of our executive officers and directors.

The Nominating and Corporate Governance Committee has the responsibility to review and, if appropriate, approve or ratify all relationships and transactions covered under the Related-Person Policy, although the Board has delegated to the chair of the Nominating and Corporate Governance Committee and to the Chief Executive Officer of Sealed Air the authority to approve or ratify specified transactions. For potential conflicts of interest involving an executive officer, the chair of the Nominating and Corporate Governance Committee and the chair of the Audit Committee can agree that only one of those Committees will address the matter. No director can participate in any discussion or approval of a relationship or transaction involving himself or herself (or one of his or her immediate family members).

Kenneth P. Manning was a member of our Board of Directors throughout 2016 but is not standing for re-election at the Annual Meeting. Mr. Manning was the Chairman and a director of Sensient Technologies Corporation until his retirement from the Sensient board in April 2016. In 2016, Sealed Air Corporation and all of its subsidiaries paid approximately $287,935 to Sensient and its affiliates for colors and other products. Sealed Air sold to Sensient and its affiliates goods and services in an amount totaling approximately $271,866 during 2016. The fees paid to Sensient during 2016 were substantially less than 2% of Sensient's consolidated gross revenues. These transactions with Sentient were approved in accordance with the Related-Person Policy.

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Director Compensation

During 2016, annual compensation for our non-employee directors was comprised of the following components: annual or interim retainers paid at least 50% in shares of common stock, committee fees paid in cash, and other fees for special assignments or director education programs paid in cash. A director may defer payment of annual or interim retainers until retirement from the Board of Directors, as described below. The following table shows the total compensation for non-employee directors during 2016:

2016 DIRECTOR COMPENSATION TABLE

Director
Fees Earned or
Paid in Cash1($)
Stock Awards2
($)
Total
($)
Michael Chu
 
100,000
 
 
114,997
 
 
214,997
 
Lawrence R. Codey
 
100,000
 
 
114,997
 
 
214,997
 
Patrick Duff*
 
25,000
 
 
205,016
 
 
230,016
 
Jacqueline B. Kosecoff*
 
117,500
 
 
114,997
 
 
232,497
 
Neil Lustig
 
107,500
 
 
114,997
 
 
222,497
 
Kenneth P. Manning
 
107,500
 
 
114,997
 
 
222,497
 
William J. Marino
 
15,000
 
 
380,014
 
 
395,014
 
Richard L. Wambold
 
100,000
 
 
114,997
 
 
214,997
 
Jerry R. Whitaker*
 
122,500
 
 
114,997
 
 
237,497
 
  *Chair of committee during 2016.
  †Chairman of the Board during 2016. Mr. Marino’s cash compensation of $15,000 consisted of a special assignment fee.
  1This column reports the amount of cash compensation paid in 2016.
  2The amounts shown in the Stock Awards column represent the aggregate grant date fair value of stock awards granted in the fiscal year ended December 31, 2016 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718, for the stock portion of the annual retainers for 2016 under the 2014 Omnibus Incentive Plan, described below under “Board Retainers” and “Form and Payment of Retainers.” For additional information, refer to Note 18, “Stockholders’ Equity,” of Notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC. Messrs. Chu, Codey, Duff and Whitaker received stock units under the Deferred Compensation Plan described below. All other directors listed in the table received shares of common stock. In addition, Mr. Marino elected to have the cash portion of his annual retainer paid in shares of common stock. The number of shares or stock units paid was determined by dividing the amount of the annual retainer so paid by the closing price of a share of common stock on May 19, 2016, the date of the 2016 Annual Meeting, at which meeting all of the non-employee directors were elected, or with respect to $52,000 of Mr. Marino’s annual retainer paid on October 28, 2016, the closing price of a share of common stock on October 28, 2016, and in each case, rounding up to the nearest whole share. All shares and stock units paid as all or part of annual retainers in 2016 are fully vested. Directors are credited with dividend equivalents on stock units, as described under “Deferred Compensation Plan” below, which are not included in the table above.

Director Compensation Processes

Our director compensation program is intended to enhance our ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of our common stock.

The Board of Directors reviews director compensation at least annually based on recommendations by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has the sole authority to engage a consulting firm to evaluate director compensation and starting in late 2010 engaged FW Cook to assist in establishing director compensation. The Nominating and Corporate Governance Committee and the Board base their determinations on director compensation on recommendations from FW Cook and based on reviewing commercially available survey data related to general industry director compensation trends at companies of comparable size and our peer group companies. FW Cook also serves as the independent consultant to the Compensation Committee on executive compensation.

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Board Retainers

Under the 2014 Omnibus Incentive Plan, each member of the Board of Directors who is neither an officer nor an employee of Sealed Air and who is elected at an annual meeting of stockholders receives an annual retainer for serving as a director. The Board sets the amount of the annual retainer prior to the Annual Meeting based on the recommendation of the Nominating and Corporate Governance Committee.

The 2014 Omnibus Incentive Plan gives the Board the flexibility to set annual retainers based on a fixed number of shares of common stock, a fixed amount of cash, or a combination of shares of common stock and cash. In late 2015, based on peer company data provided by FW Cook, the Nominating and Corporate Governance Committee recommended and the Board approved 2016 annual retainers in the amount of (i) $184,000 payable in shares of common stock and $144,000 payable in cash (or in shares of common stock at the election of the Chairman of the Board) for the independent Chairman of the Board, and (ii) $115,000 payable in shares of common stock and $90,000 payable in cash (or in shares of common stock at the election of each director) for each other non-employee director. In October 2016, based on peer company data provided by FW Cook, the Nominating and Corporate Governance Committee recommended and the Board approved an increase of the 2016 annual retainer for the independent Chairman of the Board to $190,000 payable in shares of common stock and $190,000 payable in cash (or in shares of common stock at the election of the Chairman of the Board). The chair of the Audit Committee received an annual fee of $25,000, and other members of the Audit Committee received annual fees of $10,000. The chair of the Nominating and Corporate Governance Committee received an annual fee of $15,000, and other members of the Nominating and Corporate Governance Committee received annual fees of $7,500. The chair of the Compensation Committee received an annual fee of $20,000, and other members of the Compensation Committee received annual fees of $10,000. Committee fees are paid in quarterly installments in cash.

A non-employee director who is elected other than at an annual meeting is entitled to an interim retainer on the date of election. The interim retainer is a pro rata portion of the annual retainer to reflect less than a full year of service.

Form and Payment of Retainers

We pay at least half of each retainer, whether annual or interim, in shares of common stock or deferred stock units and the remainder in cash, except that each non-employee director can elect, prior to becoming entitled to the retainer, to receive the entire retainer in shares of common stock. For any portion of an annual or interim retainer denominated in cash but paid in shares of common stock, we calculate the number of shares of common stock to be issued by dividing the amount payable in shares of common stock by the fair market value per share. The fair market value per share is the closing price of the common stock on the Annual Meeting date or, if no sales occurred on that date, the closing price on the most recent prior day on which a sale occurred. The number of shares issued as all or part of an interim retainer is the amount of cash payable as shares of common stock divided by the fair market value per share on the date of the director’s election to the Board of Directors. If any calculation would result in a fractional share of common stock being issued, then we round the number of shares to be issued up to the nearest whole share.

We issue shares of common stock in payment of the portion of a retainer that is payable in shares of common stock to the non-employee director promptly after he or she becomes entitled to receive it. We pay the portion of an annual retainer payable in cash in a single payment shortly after the end of the calendar quarter during which the director is elected. We pay the portion of an interim retainer payable in cash shortly after the end of the calendar quarter in which the non-employee director is elected, except that if the non-employee director is elected between April 1 and the next annual meeting of stockholders, then we pay the cash portion of the interim retainer shortly after the non-employee director is elected.

Deferred Compensation Plan

The Sealed Air Corporation Deferred Compensation Plan for Directors permits a non-employee director to elect to defer all or part of the director’s annual retainer until the non-employee director retires from the Board of Directors. Each non-employee director has the opportunity to elect to defer the portion of the

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annual retainer payable in shares of common stock. If a non-employee director makes that election, he or she may also elect to defer the portion, if any, of the annual retainer payable in cash. We hold deferred shares of common stock as stock units in a stock account. Such stock units may not be transferred by a director. We do not issue these shares until we pay the non-employee director, normally after retirement from the Board, so the non-employee director cannot vote the stock units. We consider deferred shares, when issued, as issued under the 2014 Omnibus Incentive Plan. In 2013, the Board amended the Sealed Air Corporation Deferred Compensation Plan for Directors to allow for directors to be credited with additional full or fractional stock units for cash dividends received with respect to their outstanding stock units. We credit deferred cash to an unfunded cash account that earns interest quarterly at the prime rate less 50 basis points until paid. During 2016, none of the non-employee directors who participated in the Deferred Compensation Plan for Directors received above market earnings on the cash or stock units credited to his or her account. The non-employee director can elect to receive the balances in his or her stock and cash accounts in a single payment during January of the year after retirement or in five annual installments starting during January of the year after retirement.

Restrictions on Transfer

A director may not sell, transfer or encumber shares of common stock issued under the 2014 Omnibus Incentive Plan while the director serves on the Board of Directors, except that a non-employee director may make gifts of shares issued under the 2014 Omnibus Incentive Plan to family members or to trusts or other forms of indirect ownership so long as the non-employee director would be deemed a beneficial owner of the shares with a direct or indirect pecuniary interest in the shares and would retain voting and investment control over the shares while the non-employee director remains a director of Sealed Air. During this period, the director, or the director’s accounts under the Deferred Compensation Plan for Directors, if the director has elected to defer payment of the shares, is entitled to receive or be credited with any dividends or other distributions in respect of the shares. The director has voting rights in respect of the shares issued to the director under the 2014 Omnibus Incentive Plan. Since we hold deferred shares of common stock as stock units in a stock account, with no shares issued until payment is made to the non-employee director, directors cannot vote stock units representing deferred shares of common stock. The restrictions on the disposition of shares issued pursuant to the 2014 Omnibus Incentive Plan terminate upon the occurrence of specified events related to a change in control of Sealed Air.

Other Fees and Arrangements

During 2016, non-employee directors who undertook special assignments at the request of the Board of Directors or of any Committee of the Board, or who attended a director education program, received a fee of $2,000 per day. Mr. Marino received a one-time special cash fee of $15,000 during 2016 for a special assignment. All directors are entitled to reimbursement for expenses incurred in connection with Board service, including attending Board or Committee meetings. We pay these fees and reimbursements in cash; these payments are not eligible for deferral under the Deferred Compensation Plan for Directors described above. Additionally, directors are permitted to participate in Sealed Air’s matching gift program, whereby Sealed Air will match gifts to qualified educational institutions on a dollar for dollar basis to a maximum of $5,000 per participant in any calendar year, on the same basis as employees.

2017 Director Compensation

In late 2016, based on peer company data provided by FW Cook, the Nominating and Corporate Governance Committee recommended, and the Board of Directors approved, that 2017 director compensation will remain the same as 2016.

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Director Stock Ownership Guidelines

In order to align the interests of directors and stockholders, we believe that our directors should have a significant financial stake in Sealed Air. To further that goal, we adopted stock ownership guidelines for non-employee directors during 2006. The current stock ownership guidelines for non-employee directors, which are part of our Corporate Governance Guidelines, specify that non-employee directors hold shares of common stock and stock units under the Sealed Air Corporation Deferred Compensation Plan for Directors equal in aggregate value to five times the amount of the annual retainer payable in cash, or $450,000 (or $950,000 for the Chairman of the Board) for 2016 and 2017. Directors first elected after February 18, 2010 have five years following first election to achieve the guidelines. In the event of an increase in the amount of the annual retainer payable in cash, directors serving when the increase is approved by the Board of Directors have two years after such approval to achieve the increased guideline. As of March 20, 2017, all directors were in compliance with the guidelines for 2016, other than Mr. Lustig who is within the initial five-year period allowed under the policy.

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Election of Directors (Proposals 1-10)

At the Annual Meeting, the stockholders of Sealed Air will elect the entire Board of Directors to serve for the ensuing year and until their successors are elected and qualified. The Board has designated as nominees for election the ten persons named below, nine of whom currently serve as directors of Sealed Air.

Shares of common stock that are voted as recommended by the Board will be voted in favor of the election as directors of the nominees named below. If any nominee becomes unavailable for any reason or if a vacancy should occur before the election, which we do not anticipate, the shares represented by a duly completed proxy may be voted in favor of such other person as may be determined by the Proxy Committee.

Director Qualifications

In 2004, the Nominating and Corporate Governance Committee of the Board of Directors adopted its “Qualifications for Nomination to the Board,” a copy of which is attached to this Proxy Statement as Annex C and posted on Sealed Air’s website at www.sealedair.com. The Qualifications provide that, in selecting directors, the Board should seek to achieve a mix of Board members that enhances the diversity of background, skills and experience on the Board, including with respect to age, gender, international background, ethnicity and specialized experience. Directors should have relevant expertise and experience and be able to offer advice and guidance to our Chief Executive Officer based on that expertise and experience. Also, a majority of directors should be independent under applicable NYSE listing standards, Board and Committee guidelines, and applicable laws and regulations. Each director is also expected to:

be of the highest ethical character and share the values of Sealed Air as reflected in its Code of Conduct;
be highly accomplished in his or her field, with superior credentials and recognition;
have sound business judgment, be able to work effectively with others, have sufficient time to devote to the affairs of Sealed Air, and be free from conflicts of interest; and
be independent of any particular constituency and able to represent all of our stockholders.

The Board has determined that, as a whole, it must have the right mix of characteristics, skills and diversity to provide effective oversight of Sealed Air. It does not, however, have a formal policy concerning the diversity of the Board. Based on an evaluation of our business and the risks associated with the business, the Board believes that it should be comprised of persons with skills in areas such as:

knowledge of the industries in which we operate;
financial literacy;
management of complex businesses;
international business;
relevant technology and innovation;
financial markets;
manufacturing;
information technology;
sales and marketing;
legislative and governmental affairs;
legal and regulatory environment; and
strategic planning.

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The Board conducts a self-assessment process every year and periodically reviews the diversity of skills and characteristics needed by the Board in its oversight of Sealed Air, as well as the effectiveness of the diverse mix of skills and experience. As part of the review process, the Board considers the skill areas represented on the Board, those skill areas represented by directors expected to retire or leave the Board in the near future, and recommendations of directors regarding skills that could improve the ability of the Board to carry out its responsibilities.

Identifying and Evaluating Nominees for Directors

When the Board of Directors or its Nominating and Corporate Governance Committee has identified the need to add a new Board member with specific qualifications or to fill a vacancy on the Board, the chair of the Nominating and Corporate Governance Committee will initiate a search, seeking input from other directors and senior management, review any candidates that the Committee has previously identified, and, if necessary, hire a search firm. The Committee will identify the initial list of candidates who satisfy the specific criteria, if any, and otherwise qualify for membership on the Board. At least one member of the Committee (preferably the chair) and our Chairman of the Board and Chief Executive Officer will interview each qualified candidate; other directors will also interview the candidate if practicable. Based on a satisfactory outcome of those interviews, the Committee will make its recommendation on the candidate to the Board.

Our Bylaws include a procedure that stockholders must follow in order to nominate a person for election as a director at an annual meeting of stockholders, other than a nomination submitted by a stockholder to the Nominating and Corporate Governance Committee under the policy and procedures set forth in “Policy and Procedure for Stockholder Nominations to the Board” attached to this Proxy Statement as Annex B and as described above under “Corporate Governance—Nominating and Corporate Governance Committee.” The Bylaws require that timely notice of the nomination in proper written form, including all required information, be provided to the Corporate Secretary of Sealed Air. A copy of our Bylaws is posted on our website at www.sealedair.com.

Information Concerning Nominees

The information appearing in the following table sets forth, for each nominee for election as a director:

The nominee’s business experience for at least the past five years.
The year in which the nominee first became a director of Sealed Air or of the former Sealed Air Corporation. On March 31, 1998, Sealed Air completed a multi-step transaction, one step of which was a combination of the Cryovac business with the former Sealed Air Corporation.
The nominee’s age as of the date of the Annual Meeting.
Directorships held by each nominee presently and at any time during the past five years at any public company or registered investment company.
The reasons that the Board of Directors concluded that the nominee should serve as one of our directors in light of our business and structure.

There are no family relationships among any of Sealed Air’s directors and officers.

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Nominees for Election as Directors

Michael Chu
Director since 2002
Member of Organization and Compensation Committee
Age 68
Mr. Chu is Managing Director and Co-Founder of IGNIA Fund, a venture capital firm based in Monterrey, Mexico, dedicated to investing in commercial enterprises serving low-income populations in Mexico, since July 2007. He is also Senior Advisor since June 2007 (previously Senior Partner and Managing Director from August 2000 to June 2007) and Founding Partner of Pegasus Capital, a private investment firm deploying equity capital in Latin America. Mr. Chu has been a Senior Lecturer on the faculty of the Harvard Business School since July 2003 and trustee emeritus of Dartmouth College. Mr. Chu serves as a director of Arcos Dorados, a public company and the largest operator of McDonald’s restaurants in Latin America and the world’s largest McDonald’s franchisee.
   
Mr. Chu received his bachelor of arts degree from Dartmouth College and his masters of business administration with highest distinction from Harvard Business School. His experience includes serving as a management consultant with Boston Consulting Group, in senior management positions with U.S. corporations and as an executive and limited partner with Kohlberg Kravis Roberts & Co., a private equity firm. Additionally, he is director emeritus of ACCION International, a non-profit corporation dedicated to microfinance. Mr. Chu previously served as the President and Chief Executive Officer of ACCION International. He brings to the Board of Directors extensive international experience, particularly in the increasingly important region of Latin America, where Mr. Chu grew up. Mr. Chu has proven leadership capabilities and an entrepreneurial vision, as demonstrated by his roles with IGNIA and Pegasus Capital. He also has experience as a chief financial officer and extensive involvement in mergers and acquisitions.
Lawrence R. Codey
Director since 1993
Member of Audit Committee
Age 72
Mr. Codey is a retired President and Chief Operating Officer of Public Service Electric and Gas Company (PSE&G), a public utility. Currently, Mr. Codey serves as a director of New Jersey Resources Corporation, a natural gas holding company, where he is lead director and chairs the executive committee and also serves on the nominating/corporate governance committee and audit committee. Further, he serves as a director of Horizon Blue Cross Blue Shield of New Jersey, a health insurance company, where he is a member of the audit committee and the governance committee. Mr. Codey previously served on the board of United Water Resources, a subsidiary of Suez Environment. Neither Horizon Blue Cross Blue Shield of New Jersey nor United Water Resources is a public company.
   
Mr. Codey received his bachelor of science degree from St. Peter’s College, a juris doctor degree from Seton Hall School of Law, and a master’s degree in business administration from Rutgers University. In addition, he completed the Advanced Management program at Harvard University’s School of Business. Mr. Codey’s career at PSE&G started as a trial attorney and then as a Vice President in charge of preparation and presentation of utility rate proceedings before both federal and state regulatory bodies. Thereafter, Mr. Codey was in charge of the gas business unit and subsequently the electric business unit. Mr. Codey previously served on the Board of Directors of Public Service Enterprise Group, an energy holding company of which PSE&G was its largest subsidiary. Mr. Codey has served on numerous governmental and non-governmental boards and commissions, including the EPA Clean Air Act Advisory Committee under both President George W. Bush and President William J. Clinton. In addition to the knowledge gained from his experience as our director, Mr. Codey has a broad background of experience and education in the areas of executive management, general management, legal and regulatory matters, finance, accounting, human resource management, legislative and governmental affairs, environmental affairs, and operations. He has been accountable for the performance of large, complex, multi-disciplined organizations and brings that discipline to the Board of Directors. Mr. Codey also brings to the Board the experience of a director who has served in various leadership capacities across an array of companies involved in energy, utilities and government.

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Patrick Duff
Director since 2010
Chair of Nominating and Corporate Governance Committee
Member of Audit Committee
Age 59
Mr. Duff is a general partner of Dunham Partners, LLC, a private investment firm. Previously, he served as a director of Hercules, Inc. While at Hercules, Mr. Duff was chairman of the audit committee and served on the corporate governance, nominating and ethics committee, emergency committee and finance committee.
   
Mr. Duff received his bachelor of science degree in accounting from Lehigh University and a master of business administration degree from the Columbia Graduate School of Business. He taught security analysis at Columbia University from 1993 until 1999. Formerly, Mr. Duff was a senior managing director at Tiger Management Corp., an investment management firm, from 1989 through December 1993, where he was a member of the management committee. Prior to joining Tiger in 1989, Mr. Duff worked in asset management at Mitchell Hutchins and Capital Builders Advisory Services. He is a certified public accountant and a chartered financial analyst. Mr. Duff has an extensive knowledge of investing, asset management and financial markets gained from his experience with Tiger and with prior employers as well as through his teaching position at Columbia University. He brings a unique perspective to the Board of Directors as a stockholder and investor. In addition, he has accounting and financial expertise. He also has prior board experience, including service on a public company board.
Henry R. Keizer
New Nominee
Age 60
Mr. Keizer formerly served as Deputy Chairman and Chief Operating Officer of KPMG, the U.S.-based and largest individual member firm of KPMG International or KPMGI, a role from which he retired in December 2012. KPMGI is a professional services organization that provides audit, tax and advisory services in 152 countries. Prior to serving as Deputy Chairman and Chief Operating Office, Mr. Keizer held a number of key leadership positions throughout his 35 years at KPMG, including Global Head of Audit from 2006 to 2010 and U.S. Vice Chairman of Audit from 2005 to 2010.
   
Mr. Keizer currently serves as Chairman of the Board of Directors and as a director of Hertz Global Holdings, Inc., where he also chairs the audit committee and serves on the financing committee and the nominating and governance committee. He is also a trustee of BlackRock Funds. He is a member of the Board of Directors of WABCO Holdings Inc., where he chairs the audit committee; and of Park Indemnity Ltd., a privately held Bermuda captive insurer affiliated with KPMGI. He previously served as a director and audit committee chair of MUFG Americas Holdings, Inc. and MUFG Union Bank, a financial and bank holding company and of Montpelier Re Holdings, Ltd., a global property and casualty reinsurance company until it merged with Endurance Specialty Holdings Ltd. in July 2015. Mr. Keizer was formerly a director of the American Institute of Certified Public Accountants from 2008 to 2011. He holds a bachelor’s degree in accounting, summa cum laude, from Montclair State University, New Jersey.
   
Mr. Keizer has significant management, operating and leadership skills gained as Deputy Chairman and Chief Operating Officer of KPMG and as a director of multiple public and private companies.
   
Mr. Keizer, a certified public accountant, has extensive knowledge and understanding of financial accounting, internal control over financial reporting and auditing standards from his 35 years of experience and key leadership positions he held with KPMGI. Mr. Keizer also has over three decades of diverse industry perspective gained through advising clients engaged in manufacturing, banking, insurance, consumer products, retail, technology and energy, providing him with perspective on the issues facing major companies and the evolving business environment.
   
Mr. Keizer’s extensive leadership experience at KPMG provides the Board with expertise in risk management and oversight over our domestic and international operations.

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Jacqueline B. Kosecoff
Director since 2005
Member of Nominating and Corporate Governance Committee
Chair of Organization and Compensation Committee
Age 67
Dr. Kosecoff works in private equity to identify, select, mentor and manage health services and IT companies. She is a managing partner at Moriah Partners and a senior advisor to Warburg Pincus.
   
From 2002 to 2012, Dr. Kosecoff was a senior executive at UnitedHealth Group-PacifiCare. Dr. Kosecoff joined UnitedHealth Group as part of its acquisition of PacifiCare Health Systems in 2005. At PacifiCare, Dr. Kosecoff served as Executive Vice President with responsibility for its specialty businesses, including its PBM, the Medicare Part D Drug Program, PacifiCare Behavioral Health, PacifiCare Dental & Vision, and Women’s Health Solutions. Upon joining United, Dr. Kosecoff took responsibility for the Medicare Part D business, pharmacy services for United’s senior, legacy PacifiCare and external PBM business, as well as the consumer health product division serving seniors. In 2007, Dr. Kosecoff was appointed CEO of Prescription Solutions (now known as OptumRx) with responsibility for United’s PBM, Specialty Pharmacy and Consumer Health Products, providing services as of 2011 to more than 13 million members with annual revenue of $18.5 billion. In 2011, Dr. Kosecoff was named Senior Advisor for Optum to identify and develop new growth and collaborative opportunities. Optum encompasses the health services businesses of UnitedHealth Group, consisting of OptumHealth, OptumInsight and OptumRx.
   
Dr. Kosecoff is a Director of athenahealth, Inc., a leading provider of cloud-based electronic health record practice management and care coordination services to medical groups and health systems, where she chairs the compensation committee and also serves on the nominating and corporate governance committee; Houlihan Lokey, Inc., a global investment bank, providing M&A, Capital Markets, Financial Restructuring and Financial Advisory services, where she serves on the audit committee and the nominating and corporate governance committee; and STERIS Corporation, a global leader in infection prevention, contamination control and surgical and critical care technologies, where she serves as chair of the compliance committee and is on the nominating and corporate governance committee. She also sits on the Executive Advisory Board for SAP America Inc. and is an advisor to Alignment Healthcare and Zoom+. She also sits on several non-public company boards – DJO Global, Inc.; GoodRx, Inc.; Independent Living Systems, LLC; MD Revolution Inc.; and Specialist on Call where she is the Board Chair and sits on the compensation committee.
   
Dr. Kosecoff received a bachelor of arts degree from the University of California, Los Angeles. She received a master of science degree in applied mathematics from Brown University and a Ph.D. degree in research methods from the University of California, Los Angeles. Previously, she founded information technology and drug development businesses in the medical field. Dr. Kosecoff was also previously on the faculty of the Schools of Medicine and Public Health at the University of California, Los Angeles. She has served as a consultant to the World Health Organization’s Global Quality Assessment Programs, on the Institute of Medicine’s Board of Health Care Services, the RAND Graduate School’s Board of Governors, and the Board of Directors for ALARIS, City of Hope, the Alliance for Aging Research, and the Pharmaceutical Care Management Association. Dr. Kosecoff is a seasoned health care executive. Dr. Kosecoff brings to the Board of Directors her outstanding background as a business leader in the medical field. Sealed Air benefits from her experience in leading complex operations and in strategic planning. Additionally, Dr. Kosecoff brings an entrepreneurial direction to Sealed Air.

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Neil Lustig
Director since 2015
Member of Nominating and Corporate Governance Committee
Member of Organization and Compensation Committee
Age 55
Mr. Lustig was elected to the Board of Directors in May 2015. Mr. Lustig is the Chief Executive Officer of Sailthru, Inc. Mr. Lustig previously served as the President and Chief Executive Officer of Vendavo Inc. from September 2010 until he retired in October 2014. Mr. Lustig joined Vendavo Inc. as Senior Vice President Global Sales in August 2007 and was appointed as the President and Chief Executive Officer after three years. Prior to joining Vendavo Inc., Mr. Lustig worked at Ariba, Inc. from 2001 to 2007, serving in multiple managerial roles in Ariba’s U.S. and European businesses. Mr. Lustig started his career in technology at IBM where he held a variety of Engineering, Sales, and Management roles over a sixteen year period. Mr. Lustig has more than 25 years of experience in software, hardware and cloud technology industries. Mr. Lustig was an advisor to Vendavo Inc. from October 2014 to October 2015.
   
Mr. Lustig received a Bachelor of Science degree in computer science and applied mathematics from the State University of New York at Albany. Mr. Lustig’s education, business management experience and knowledge of software, hardware and cloud technology industry are valuable to Sealed Air, including in connection with its innovation strategies.
William J. Marino
Director since 2002
Chairman of the Board of Directors
Age 73
Mr. Marino is the retired Chairman, President and Chief Executive Officer of Horizon Blue Cross Blue Shield of New Jersey or BCBSNJ, the state’s largest health insurer, providing coverage for over 3.6 million people.
   
Mr. Marino joined Horizon BCBSNJ as Senior Vice President of Health Industry Services in January 1992, responsible for all aspects of Managed Care operations in New Jersey, as well as Market Research, Product Development, Provider Relations and Health Care Management. He became President and CEO in January 1994 and Chairman effective January 2010.
   
Since November 2010, Mr. Marino has served as a director of Sun Bancorp, Inc., where he serves on the Executive Committee, chairs the nominating and corporate governance committee and is a member of the compensation committee. Mr. Marino also serves as a director of WebMD Health Corp., where he is a member of the audit committee. Mr. Marino also serves as a director or trustee for numerous New Jersey-based cultural and community organizations.
   
Mr. Marino has over 40 years of experience in the health and employee benefits field, primarily in managed care, marketing and management. Before joining Horizon BCBSNJ, he was Vice President of Regional Group Operations for New York and Connecticut for Prudential, capping a 23-year career with the company.
   
Mr. Marino has extensive experience in the areas of management and strategic planning and board governance, as evidenced by his career at Horizon BCBSNJ and corporate boards. The breadth of his involvement in many corporate and community organizations has given him knowledge of corporate governance processes and practices and organizational structure optimization. Mr. Marino has been recognized with various awards over the years. He is the recipient of the New Jersey State Chamber 2015 Business Leadership Award. In 2007 he received The American Conference on Diversity’s Humanitarian of the Year Award. Mr. Marino is also a recipient of the 1997 Ellis Island Medal of Honor. He graduated from St. Peter's College in Jersey City with a Bachelor of Science degree in Economics.

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Jerome A. Peribere
Director since 2012
Age 62
Mr. Peribere is the President and Chief Executive Officer of Sealed Air since March 1, 2013. Prior to such position, Mr. Peribere served as the President and Chief Operating Officer of Sealed Air and was elected to the Board of Directors in September 2012. Prior to joining Sealed Air, Mr. Peribere worked at The Dow Chemical Company, or Dow, from 1977 through August 2012. Mr. Peribere served in multiple managerial roles with Dow, most recently as Executive Vice President of Dow and President and Chief Executive Officer, Dow Advanced Materials, a unit of Dow, from 2010 through August 2012. Mr. Peribere currently serves as a board member of Xylem Inc. Mr. Peribere previously served as a director of BMO Financial Corporation. Mr. Peribere graduated with a degree in business economics and finance from the Institut D’Etudes Politiques in Paris, France.
   
Mr. Peribere brings his extensive leadership, global operations, strategy and integration experience to the Board.
Richard L. Wambold
Director since 2012
Member of Organization and Compensation Committee
Age 65
Mr. Wambold joined the Board of Directors of Sealed Air in March 2012. Mr. Wambold previously served as Chief Executive Officer of Reynolds/Pactiv Foodservice and Consumer Products, a global manufacturer and supplier of consumer food and beverage packaging and consumer products, from November 2010 until January 2011 when he retired. Mr. Wambold was Chief Executive Officer of Pactiv from November 1999 until November 2010 and was Chief Executive Officer and Chairman of the Board from 2000 until November 2010. Mr. Wambold has been a private investor since January 2011. Mr. Wambold served as a director of Cooper Tire & Rubber Company from 2003 until his retirement from the board in May 2015. Mr. Wambold joined the board of Precision Castparts Corp in 2009. He served as lead director there until its sale to Berkshire Hathaway at the end of 2015.
   
Mr. Wambold holds a B.A. in Government and a master of business administration from the University of Texas. Mr. Wambold’s education, board member experience, business management experience, including his service as a public company chairman and chief executive officer, and knowledge of the packaging industry make him a valuable member of the Board.
Jerry R. Whitaker
Director since 2012
Chair of Audit Committee
Member of Nominating and Corporate Governance Committee
Age 66
Mr. Whitaker was elected to the Board of Directors of Sealed Air in January 2012. Mr. Whitaker served as President of Power Components & Systems Group from 2004 through 2009 and as President of Electrical Sector-Americas, Eaton Corporation, a global manufacturer of highly engineered products, until his retirement in June 2011. Prior thereto, he served in various management positions at Eaton Corporation since 1994. Prior to joining Eaton Corporation, Mr. Whitaker spent 22 years with Westinghouse Electric Corp.
   
Mr. Whitaker received a Bachelor of Science degree from Syracuse University and a master of business administration degree from George Washington University. He currently serves as a director of Matthews International Corporation. Mr. Whitaker also serves on the Boards of the Carnegie Science Center and The Carnegie Museums of Pittsburgh, as well as the advisory board for The Syracuse University School of Engineering. Mr. Whitaker’s experience and knowledge as an executive in global manufacturing industries are valuable resources to Sealed Air.

The Board of Directors recommends a vote FOR the ten nominees for election as directors.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and any persons owning ten percent or more of the common stock to file reports with the SEC to report their beneficial ownership of and transactions in our securities and to furnish Sealed Air with copies of the reports.

Based solely upon a review of the Section 16(a) reports furnished to us, along with written representations from our executive officers and directors, we believe that all required reports were timely filed during 2016.

Beneficial Ownership Table

The following table sets forth the number of outstanding shares of common stock beneficially owned (as of the record date, or Schedule 13G or Schedule 13D date where indicated) and the percentage of the class beneficially owned (as of the record date):

by each person known to us to be the beneficial owner of more than five percent of the then-outstanding shares of common stock;
directly or indirectly by each current director, nominee for election as a director, and named executive officer who is included in the 2016 Summary Compensation Table below; and
directly or indirectly by all directors and executive officers of Sealed Air as a group.

The number of shares of our common stock owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days after March 20, 2017, or by May 20, 2017, through the conversion of a security or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with a family member, with respect to the shares set forth in the following table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares for any other purpose.

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Beneficial Owner
Shares of
Common Stock
Beneficially
Owned
Percentage of
Outstanding
Shares of Common
Stock
The Vanguard Group, Inc.
100 Vanguard Blvd
Malvern, PA 19355
 
19,480,877
1
 
10.1
 
BlackRock, Inc.
55 East 52nd Street
New York, NY 10022
 
12,137,490
2
 
6.3
 
Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4707
 
11,994,099
3
 
6.2
 
Emile Z. Chammas
 
148,103
7
*
Michael Chu
 
25,814
4, 5
*
Lawrence R. Codey
 
42,640
4, 5
*
Karl R. Deily
 
228,669
6, 7, 8
*
Patrick Duff
 
88,655
4, 5
*
Ilham Kadri
 
80,718
7
*
Jacqueline B. Kosecoff
 
32,648
4, 5
*
Carol P. Lowe
 
132,494
6, 7
*
Neil Lustig
 
6,552
 
*
Kenneth P. Manning
 
132,537
 
*
William J. Marino
 
54,614
4
*
Jerome A. Peribere
 
986,727
5, 6, 7
*
Richard L. Wambold
 
20,774
4
*
Jerry R. Whitaker
 
7,021
4
*
All directors and executive officers as a group (16 persons)
 
2,056,405
9
*
  *Less than 1%.
  1The ownership information set forth in the table is based on information contained in a Schedule 13G, dated March 10, 2017, filed with the SEC by The Vanguard Group, Inc., with respect to ownership of shares of common stock, which indicated that The Vanguard Group, Inc. had sole voting power with respect to 304,564 shares, shared voting power with respect to 37,209 shares, sole dispositive power with respect to 19,144,447 shares and shared dispositive power with respect to 336,430 shares.
  2The ownership information set forth in the table is based on information contained in a Schedule 13G, dated January 27, 2017, filed with the SEC by BlackRock, Inc., with respect to ownership of shares of common stock, which indicated that BlackRock, Inc. had sole voting power with respect to 10,433,976 shares, shared voting power with respect to 23,843 shares, sole dispositive power with respect to 12,113,647 shares and shared dispositive power with respect to 23,843 shares.
  3The ownership information set forth in the table is based on information contained in a Schedule 13G, dated February 2, 2017, filed with the SEC by Iridian Asset Management LLC (“Iridian”), David L. Cohen (“Cohen”) and Harold J. Levy (“Levy”), with respect to ownership of shares of common stock. Iridian is majority owned by Arovid Associates LLC, a Delaware limited liability company owned and controlled by the following: 12.5% by Cohen, 12.5% by Levy, 37.5% by LLMD LLC, a Delaware limited liability company, and 37.5% by ALHERO LLC, a Delaware limited liability company. LLMD LLC is owned 1% by Cohen, and 99% by a family trust controlled by Cohen. ALHERO LLC is owned 1% by Levy and 99% by a family trust controlled by Levy. Iridian has shared voting power and shared dispositive power with respect to 11,994,099 shares of common stock. Cohen and Levy may be deemed to share with Iridian the power to vote or direct the vote and to dispose or direct the disposition of such shares.

Footnotes continued on following page.

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  4The number of shares of common stock listed in the table does not include 163,267 stock units held in the stock accounts of the non-employee directors under the Sealed Air Corporation Deferred Compensation Plan for Directors. Each stock unit represents one share of common stock. Holders of stock units cannot vote the shares represented by the units or transfer such units; see “Director Compensation—Deferred Compensation Plan” above. The stock units so held by non-employee directors are set forth below.
Michael Chu
 
9,771
 
Lawrence R. Codey
 
31,398
 
Patrick Duff
 
22,321
 
Jacqueline B. Kosecoff
 
8,333
 
William J. Marino
 
60,386
 
Richard L. Wambold
 
16,262
 
Jerry R. Whitaker
 
14,796
 
Total
 
163,267
 
  5The number of shares of common stock listed for Mr. Chu includes 2,000 shares for which he shares voting and investment power with a family member. The number of shares of common stock listed for Mr. Codey includes 960 shares held in a trust relating to a deceased family member for which he has voting and investment power but disclaims beneficial ownership and 7,425 shares for which he shares voting and investment power with a family member. The number of shares of common stock listed for Mr. Duff includes 50,000 shares for which he shares voting and investment power with a family member. The number of shares of common stock listed for Dr. Kosecoff includes 32,648 shares for which she holds indirectly through a certain estate planning vehicle and shares voting and investment power with a family member. The number of shares of common stock listed for Mr. Peribere includes 381,773 shares for which he holds indirectly through certain estate planning vehicles.
  6This figure includes restricted stock units awarded to our executive officers as the “principal portion” of their stock leverage opportunity (SLO) awards and restricted stock units awarded to our executive officers who are retirement-eligible as the “premium portion” of their SLO awards. Under our Annual Incentive Plan, our executive officers have the opportunity to designate a portion of their annual bonus to be received as SLO awards. The numbers of such restricted stock units held by the named executive officers and by the directors and executive officers as a group are as follows.
Karl R. Deily
 
3,429
 
Carol P. Lowe
 
3,269
 
Jerome A. Peribere
 
97,850
 
Directors and executive officers as a group
 
109,055
 
 This figure does not include restricted stock units awarded to our executive offices who are not retirement-eligible as the “premium portion” of their SLO awards. The number of such restricted stock units held by the named executive officers and by the directors and executive officers as a group are as follows.
Carol P. Lowe
 
817
 
Directors and executive officers as a group
 
817
 
  7This figure includes shares of common stock held in our Profit-Sharing Plan trust fund with respect to which our executive officers individually and as a group may, by virtue of their participation in the plan, be deemed to be beneficial owners. The approximate numbers of share equivalents held by the named executive officers and by the directors and executive officers as a group under the plan are set forth below.
Emile Z. Chammas
 
3,026
 
Karl R. Deily
 
4,662
 
Ilham Kadri
 
652
 
Carol P. Lowe
 
2,369
 
Jerome A. Peribere
 
2,369
 
Directors and executive officers as a group
 
23,962
 
  8This figure includes shares of common stock held in the Company’s 401(k) Thrift Plan trust fund with respect to which our executive officers individually and as a group may, by virtue of their participation in the plan, be deemed to be beneficial owners. The approximate numbers of share equivalents held by the named executive officers and by the directors and executive officers as a group under the plan are set forth below.
Karl R. Deily
 
965
 
Directors and executive officers as a group
 
965
 
  9This figure includes, without duplication, the outstanding shares of common stock and restricted stock units referred to in Notes 5 through 8 above held by our current directors and executive officers, and does not include stock units held in the stock accounts of the non-employee directors or the restricted stock units held by officers who are not retirement-eligible as the “premium portion” of their SLO awards.

The address of all individuals listed above is c/o Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208.

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Executive Compensation

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis (“CD&A”) describes the key features of our executive compensation program and the Compensation Committee’s approach in deciding 2016 compensation for our named executive officers:

Name
Title (as of last day of 2016)
Jerome A. Peribere
President and Chief Executive Officer
Carol P. Lowe
Senior Vice President and Chief Financial Officer
Emile Z. Chammas
Senior Vice President, Chief Supply Chain Officer
Karl R. Deily
Senior Vice President, President, Food Care
Ilham Kadri
Senior Vice President, President, Diversey Care

We have divided this discussion into five parts:

1.   2016 Overview
2.   Key Elements of Our Executive Compensation Program
3.   2016 Compensation Decisions: Base Salary and Incentive Compensation
4.   Governance of Our Executive Compensation Program
5.   Other Features and Policies

2016 Overview

Key Business Accomplishments in 2016

Delivered net sales of $6.8 billion and adjusted EBITDA of $1.16 billion, or 17.1% of net sales. All three divisions, Food Care, Product Care and Diversey Care, delivered adjusted EBITDA margin expansion as compared to 2015.
Generated $631 million in free cash flow as compared to $609 million in 2015, our fourth consecutive year of generating free cash flow of more than $500 million.
Returned value to stockholders through the repurchase of approximately 4.7 million shares for $217 million and annual dividend of approximately $122 million in 2016.

Please refer to pages 2, 3, 36, 58 and 96 of our Annual Report on Form 10-K filed on February 15, 2017 for additional information about our key accomplishments in 2016 and for important information about the use of non-U.S. GAAP financial measures, including applicable reconciliations to U.S. GAAP financial measures.

Key 2016 Compensation Decisions

Compensation decisions by the Compensation Committee for 2016 demonstrate the direct link between the compensation opportunities for our named executive officers and performance for our stockholders:

The Compensation Committee structured compensation opportunities for our named executive officers for 2016 similar to the design of our compensation program for 2015, with an emphasis on performance-based annual and long-term incentive compensation opportunities. For the named executive officers (excluding the one-time awards to Mr. Peribere in January 2016 related to his agreement to extend his employment term as described below), 100% of the long-term incentive compensation opportunity was in the form of an award of performance share units (“PSUs”).
The Compensation Committee established performance goals for 2016 annual incentive awards under the Annual Incentive Plan, focused on a balanced mix of adjusted EBITDA, expense reduction and working capital ratio goals.

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The Compensation Committee established performance goals for the PSUs awarded in early 2016 based on our performance over a three-year performance period, 2016-2018. Performance for the PSUs is measured by a combination of our 2018 consolidated adjusted EBITDA margin and our relative total stockholder return (“TSR”) compared against a group of peer companies over the performance period.

Details regarding the performance measures and targets used for the 2016 annual incentive awards and 2016-2018 PSUs can be found below under “2016 Compensation Decisions: Base Salary and Incentive Compensation.”

The following summarizes the 2016 compensation results for the named executive officers based on annual and three-year performance results through 2016:

Summary of 2016 Incentive Award Results

Award Type
Performance Measures
Performance Results
Compensation Outcomes
2016 Annual Incentive Awards
 Adjusted EBITDA
 Expense ratio
 Working capital ratio
 Business unit and
  individual
  performance
 2016 adjusted EBITDA and
  expense ratio: below target
 Working capital ratio: at target
 Annual Incentive Plan pool funded
  at 85.6% of target
 Business unit and individual
  performance results reviewed
 For Mr. Peribere, 2016 award at
  85.6% of target, delivered as
  shares per Stock Leverage
  Opportunity election
 Other named executive officers,
  2016 cash incentive awards
  between 84.7% and 104.7% of
  target
2014-2016 PSUs
 2014-2016 relative
  TSR
 2016 adjusted
  EBITDA margin
 Relative TSR: near the maximum
  level
 Adjusted EBITDA margin: above
  the maximum level
 Awards earned at 195.8% of
  target
2014-2016 Special PSUs
 2014-2016 adjusted
  free cash flow
 2016 adjusted EPS
 2014-2016 relative
  TSR
 2014-2016 adjusted free cash
  flow: above maximum
 2016 adjusted EPS: goal met
 Relative TSR: goal met
 50% of awards earned at 200% of
  target
 Remaining 50% of awards, at
  200% of target, subject to 2017
  service and performance
  conditions (related to 2017 ratio
  of working capital to net trade
  sales)

Mr. Peribere entered an employment agreement with Sealed Air when he was originally hired in 2012 which included an initial term originally scheduled to end August 31, 2016 and two new hire PSU awards scheduled to vest August 31, 2016. The new hire PSUs became vested based on a combination of relative TSR and stock price performance over the period from September 1, 2012 to August 31, 2016. Based on that performance and as described in more detail below, (i) the last vesting tranche of the first new hire PSU award for 25,000 shares was not earned based on relative TSR performance for the period September 1, 2015 to August 31, 2016 (the prior three tranches of 25,000 shares were previously earned based on relative TSR for prior periods), and (ii) the second new hire PSU vested at the maximum 250,000 shares based on stock price performance and relative TSR performance for the 4-year period from September 1, 2012 to August 31, 2016.

In addition, in January 2016, Mr. Peribere and Sealed Air entered into a new agreement to extend his employment term to December 31, 2017 and to update his salary and incentive compensation targets for service during that period beginning in 2016. As part of that extension, Mr. Peribere was granted two one-time inducement stock awards, one a time-based restricted stock unit award for 75,000 shares vesting based on continued service through December 31, 2017 and the other a PSU award for 75,000 shares based on relative TSR and stock price goals for the period from January 1, 2016 to December 31, 2017. For purposes of the following discussion, we do not consider these special inducement awards as part of his regular annual long-term incentive award opportunity.

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Key Features

The Compensation Committee believes that our executive compensation program follows best practices aligned to long-term stockholder interests, summarized below:

What We Do
 
 
ü
 
Provide a majority of compensation in performance-based compensation

Consistent with goal of creating a performance-oriented environment; 88% of total direct compensation for CEO, and 70% of total direct compensation for other named executive officers, is performance-based
ü
   
Pay for performance based on goals for both annual and long-term awards

Use multiple, balanced measures; use both absolute and relative measures for long-term awards
ü
   
Balanced mix of awards tied to annual and long-term performance

For CEO, total direct compensation includes 16% in annual incentive award and 72% in long-term award at target; 100% of long-term awards for named executive officers are performance-based
ü
Stock ownership and retention policy

Multiple of base salary must be held in common stock — 6x for CEO, 3.5x for CFO and 3x for other Senior Vice Presidents; 100% of after-tax shares must be held until ownership goal is met
ü
   
Compensation recoupment (clawback) policy

Recovery of annual or long-term incentive compensation based on achievement of financial results that were subsequently restated due to error or misconduct, regardless of whether named executive officer was responsible for the error or misconduct
ü
   
Receive advice from independent compensation consultant

Compensation consultant (FW Cook) provides no other services to Sealed Air
What We Don’t Do
×
   
No supplemental executive retirement plans for named executive officers

Consistent with focus on performance-oriented environment; reasonable and competitive retirement programs offered
×
No change in control excise tax gross-ups

Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests
×
   
No excessive perquisites or severance benefits

Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests
×
   
No single-trigger vesting of equity compensation upon a change in control

Under our equity compensation plans, vesting following a change in control requires involuntary termination of employment (double-trigger)

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Key Elements of Our Executive Compensation Program

Compensation Components

The main components of our executive compensation program for U.S. employees, including for our named executive officers, are set forth in the following table. A more detailed description is provided in the following sections of this CD&A.

Compensation Element
Description
Objectives
Base Salary
 Fixed cash compensation
 Appropriate level of fixed
  compensation based on role
  and duties
   
 Assist with recruitment and retention
Annual Incentive
 Annual cash award if performance
  metrics are achieved
   
 Target award based on a percentage
  of base salary
   
 Payouts from 0-200% of target based
  on company and individual performance
   
 Executive may elect all or a portion of
  award in form of restricted stock
  award vesting over two years, with
  25% enhancement
 Reward executives for driving superior
  operating and financial results over a
  one-year timeframe
   
 Create a direct connection between
  business success and financial reward
Long-Term Incentives
 Performance share units earned based
  on performance, typically over
  three-year period with 0-200% payout
   
 Occasional awards of restricted
  stock or restricted stock units that
  vest at end of three years of service
 Reward achievement of longer-term
  goals
   
 Create direct connection between
  longer-term business success and
  financial reward
   
 Encourage retention
Retirement Plans
 Standard plans generally offered to
  all salaried employees based on
  location of services
   
 No supplemental executive
  retirement plans
 Provide retirement income for
  participants
   
 Assist with recruitment and retention
Deferred Compensation
 Elective, nonqualified deferred
  compensation plan for select
  U.S. employees
   
 Permits deferral of salary and certain
  cash incentives
   
 No Sealed Air contributions are included
 Provide opportunity to save for
  retirement
   
 Assist with recruitment and retention
Post-Employment Benefits
 Executive Severance Plan provides
  modest benefits in case of involuntary
  termination; no single-trigger vesting of
  equity awards upon a change in control
   
 CEO has post-employment benefits
  under the terms of his employment
  arrangement
 Assure continuing performance of
  executives in face of possible
  termination of employment without
  cause
   
 Assist with recruitment and retention
Other Benefits
 Health care and life insurance programs
   
 Limited perquisites
 Competitive with peer companies
   
 Assist with recruitment and retention

Compensation Mix

Under our executive compensation program, the Compensation Committee establishes each principal element of compensation for our named executive officers—i.e., comprising base salary, annual incentive targets and long-term incentive compensation targets—close to the median range based on data from peer

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companies (discussed below). As a result, both the level and the mix of the total compensation opportunity are intended to generally approximate the competitive median range. This design addresses one of our key goals: to ensure we provide competitive compensation opportunities so that we can attract and retain executives with the necessary skills to successfully manage a business of our size, scope and complexity. Since each element of compensation is mainly set by reference to levels at other companies, the Compensation Committee has not set any fixed relationship between the compensation of the CEO and that of any other named executive officer. The Compensation Committee considers the peer group data regressed to our revenue size when evaluating the named executive officers’ compensation against the peer group.

Executive officers earn annual incentive and long-term incentive awards based on achievement of performance goals, which we establish to support our annual and longer-term financial and strategic goals. Because annual and long-term incentives make up a significant portion of each executive officer’s total compensation, the program has been designed to pay close to the median range when target goals are met, provide above-median pay when our target goals are exceeded, and provide below-median pay when target goals are not met. These incentive award opportunities address another of our key goals: to provide a performance-oriented environment where above-median compensation can be realized when performance goals are exceeded and below-median compensation will be paid when performance goals are not achieved.

The following charts show the mix of base salary, target annual incentives and target PSU awards for the named executive officers for 2016 (not including the 2016 one-time employment term extension inducement awards to the CEO):

2016 Executive Total Direct Compensation Mix


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2016 Compensation Decisions: Base Salary and Incentive Compensation

Base Salary

We pay salaries because a fixed component of compensation is an important part of a competitive compensation package. The Compensation Committee establishes salary levels for executive officers primarily based on consideration of the median range for the peer companies, as well as reviews of broad-based surveys of compensation trends and practices at other industrial companies in the United States, while also considering country-specific guidelines for compensation increases and performance. For Mr. Peribere, his 2016 salary level was established as part of the agreement extending his employment term through December 31, 2017.

In 2016, the Compensation Committee set the base salaries of each of the named executive officers as follows:

Name
2015 Salary
2016 Salary
% Increase
Jerome A. Peribere
$
1,190,250
 
$
1,250,000
 
 
5.02
%
Carol P. Lowe
$
618,000
 
$
635,304
 
 
2.8
%
Emile Z. Chammas
$
504,700
 
$
518,832
 
 
2.8
%
Karl R. Deily
$
507,150
 
$
521,350
 
 
2.8
%
Ilham Kadri1
$
477,000
 
$
490,356
 
 
2.8
%
  1Dr. Kadri’s base salary from January through July 2015 is converted from euros; for that period salary was converted at the exchange rates of 0.9105 dollars per euros.

Annual Incentive Compensation

A significant portion of each named executive officer’s total annual compensation opportunity is made in the form of a target annual incentive opportunity under the Annual Incentive Plan. The Annual Incentive Plan is intended to drive high performance results based on the achievement of our strategic goals, with emphasis on performance and alignment of the interests of our named executive officers with our stockholders. The program provides the opportunity to earn a significantly higher annual incentive award if target performance is exceeded but the risk of a significantly lower annual incentive award, or even no annual incentive award, if target performance is not achieved.
   
2016 Annual Incentive Award Highlights
ü
Based on balanced mix of objective, financial measures and individual performance assessments
ü
2016 corporate financial achievement at or below targets, generally resulting in below-target payouts
ü
Some executives elected a portion to be awarded as equity-based Stock Leverage Opportunities (SLOs)
   

The Compensation Committee sets annual incentive compensation through a four step process: (1) set target award levels for the named executive officers, (2) establish the performance goals and payout curve for the year, (3) review company and individual performance results after the end of the year and (4) determine award amounts. For any named executive officer who elects to have all or a portion of the annual incentive award delivered as a “stock leverage opportunity” (SLO), there is a fifth step related to applying the SLO award rules. Each of these steps is discussed further below.

Step 1: Setting Target Award Levels. The Compensation Committee determines the target level of annual incentive award for each named executive officer as a percentage of the named executive officer’s base

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salary. Mr. Peribere’s target award for 2016 was set at 130% of his salary as part of the agreement extending his employment term through December 31, 2017. The Compensation Committee considered that this target for Mr. Peribere was in line with the median for the Sealed Air compensation peer group. See “Use of Peer Group Data” below. For the other named executive officers, the target percentages established for 2016 were based on consideration of the median ranges established through peer group and general industry survey data on compensation trends and practices. The following table shows the calculation of the target annual incentive award for each named executive officer:

Name
2016 Salary
Target %
 
Target Annual Award
Jerome A. Peribere
$
1,250,000
 
130%
 
=
 
$
1,625,000
 
Carol P. Lowe
$
635,304
 
 75%
 
=
 
$
476,478
 
Emile Z. Chammas
$
518,832
 
 65%
 
=
 
$
337,241
 
Karl R. Deily
$
521,350
 
 65%
 
=
 
$
338,878
 
Ilham Kadri
$
490,356
 
 65%
 
=
 
$
318,731
 

Step 2: Performance-Based Design. The Compensation Committee established the performance design for 2016 annual incentive awards for the named executive officers similar to the design for 2015. The design uses both a Financial Achievement Factor and an Individual Achievement Factor, as follows:


The Financial Achievement Factor is based on a formula established by the Compensation Committee in early 2016. For the CEO, Chief Financial Officer and Chief Supply Chain Officer, this factor is based 100% on overall corporate results. For the other named executive officers who run a business segment, in order to focus the executive on the financial performance of their business segment while also encouraging senior leadership teamwork towards overall corporate results, the Financial Achievement Factor is based 50% on corporate results and 50% on the executive’s business segment results.

Similar to 2015, the Compensation Committee established three performance goals under the Annual Incentive Plan for determining the Financial Achievement Factor for 2016:

Consolidated Adjusted EBITDA, weighted 50%. Consolidated adjusted EBITDA is defined as 2016 adjusted net earnings plus interest expense, taxes and depreciation and amortization, but excluding the expense of funding the Annual Incentive Plan bonus pool. Consolidated adjusted EBITDA is a non-U.S. GAAP financial measure and excludes the impact of specific items approved by the Compensation Committee as noted below.
Improvement in ratio of support expense to gross profit, weighted 25%. Support expense is defined as selling, general and administrative expenses plus R&D costs, excluding depreciation and amortization. Gross profit is defined as net trade sales minus the cost of goods and services sold.
Improvement in ratio of working capital to net trade sales, weighted 25%. Working capital is defined as trade receivables plus inventory minus trade payables. Net trade sales is defined as consolidated revenues from all divisions to external third parties and excluding intercompany sales.

In order to ensure that achievement of these measures represents the performance of the core business, each of the measures was calculated at 2016 budgeted foreign exchange rates and adjusted for specific items approved by the Compensation Committee, including restructuring charges, charges relating to impairment of goodwill or intangibles, all tax adjustments related to the completion of tax audits or the

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expiration of relevant statutes of limitation, all expenses relating to our involvement in the W. R. Grace & Co. bankruptcy proceedings, expenses relating to capital markets transactions, the effect of certain acquisitions and dispositions, expenses related to cash-settled stock appreciation rights granted as part of the Diversey acquisition and the effect of certain accounting changes.

The Compensation Committee selected these three goals because it believes that achieving such goals will improve the quality of our earnings and they are in the long-term interest of our stockholders. The target levels for these goals were based on our goals and strategies to improve the quality of earnings, profitability, cash flow from operations and working capital overall.

The following summarizes the performance goals selected by the Compensation Committee at threshold, target and maximum, and the corresponding payout percentage at each performance level (with the payout percentage determined on a pro rata basis for achievement between levels above threshold):

Metric: 2016 Consolidated Adjusted EBITDA – weighted 50%
% Achievement of Target
Consolidated Adjusted
EBITDA Goal Achieved
 
Payout 
%
Less than 85%
Less than $1,020M
 
0
%
85% (threshold)
$            1,020M
 
50
%
100% (target)
$            1,200M
 
100
%
At least 115% (max)
$            1,380M
 
200
%
Metric: 2016 Ratio of Support Expense to Gross Profit – weighted 25%
Achievement
Ratio of Support Expense
to Gross Profit Goal
Achieved
 
Payout
%
Above 59.7%
Higher ratio than 2015
 
0
%
59.7% (threshold)
Same ratio as 2015
 
50
%
58.8% (target)
90 bps improvement
 
100
%
Less than 57.9% (max)
180 bps improvement
 
200
%
Metric: 2016 Ratio of Working Capital to Net Trade Sales – weighted 25%
Achievement
Ratio of Working Capital to
Net Trade Sales
Goal Achieved
 
Payout
%
Above 14.8%
Higher ratio than 2015
 
0
%
14.8% (threshold)
Same ratio as 2015
 
50
%
13.6% (target)
120 bps improvement
 
100
%
Less than 12.4% (max)
240 bps improvement
 
200
%

The Compensation Committee applies the Individual Achievement Factor, which could range from 0% to 200%, to adjust individual bonus awards. In no event, however, will the annual incentive award, as adjusted for individual performance, exceed 200% of the target. Unlike the formulaic calculation for the Financial Achievement Factor, each named executive officer’s individual performance adjustment factor is based on a subjective evaluation of overall performance and consideration of the achievement of individual goals established at the beginning of the year. The material features of the 2016 individual performance assessments for the named executive officers are described in Step 3 below.

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Step 3: Performance Results for 2016. In early 2017, the Compensation Committee reviewed the financial performance of our company and business segments to determine the 2016 Financial Achievement Factor. The following chart summarizes the corporate-level results of this analysis:

Metric
Weighting
Threshold
Target
Maximum
Actual
Payout %
Consolidated Adjusted EBITDA
 
50
%
$1,020M
$1,200M
$1,380M
$1,141M
 
83.7
%
Support Expense to Gross Profit Ratio
 
25
%
59.7%
Same ratio
as 2015
58.8%
90 bps
improvement
57.9%
180 bps
improvement
59.2%
45 bps
improvement
 
74.8
%
Working Capital to Net Trade Sales Ratio
 
25
%
14.8%
Same ratio
as 2015
13.6%
120 bps
improvement
12.4%
240 bps
improvement
13.1%
171 bps
improvement
 
100.0
%1
 
 
 
 
 
Financial Achievement Factor
 
85.6
%
  1Total Company Working Capital Ratio payout was capped at 100% in accordance with the 2016 Incentive Plan Agreement as we did not achieve an Inventory Days on Hand improvement over 2015.

The Compensation Committee also reviewed individual performance of the named executive officers to establish an Individual Achievement Factor for each. Our CEO recommended to the Compensation Committee an Individual Achievement Factor and annual incentive award amount for each named executive officer other than himself based on his discretionary assessment of his/her individual contributions for the full year. The Compensation Committee considered all of the information presented, discussed our CEO’s recommendations with him and FW Cook, and applied its judgment to determine the final Individual Achievement Factor and annual incentive award amount for each named executive officer. The Compensation Committee, with further approval of the Board of Directors, determined our CEO’s Individual Achievement Factor and bonus amount based on its assessment of his performance.

The following chart briefly summarizes the material factors considered by the Compensation Committee in this individual performance assessment for 2016. In addition to the individual performance goals, the Compensation Committee considered how those goals were achieved, addressing individual performance in categories such as team building, talent development, and ability to deliver value and results.

Name
Individual Performance Goals/Assessment
Jerome A. Peribere
The Compensation Committee considered Mr. Peribere's continued progress in shaping new business models for Sealed Air, changing the culture into a customer value creation centric organization, the strong leadership on M&A initiatives, the superior working capital improvements, and continued delivery of improving financial performance.
Carol P. Lowe
The Compensation Committee considered Ms. Lowe’s leadership in the successful completion of the Charlotte headquarters, the continued improvement of working capital, other cost savings and restructuring initiatives, the strong management and project orchestration of M&A initiatives, as well as the continued and successful engagement with the investment community.
Emile Z. Chammas
The Compensation Committee considered Mr. Chammas’s leadership of best-in-class safety results, improved manufacturing quality, supply chain contributions to EBITDA and working capital improvement, the continued deployment of a lean culture, and successful management of cost reduction and productivity improvements throughout the organization.

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Name
Individual Performance Goals/Assessment
Karl R. Deily
The Compensation Committee considered Mr. Deily’s leadership of commercial transformational programs to enable growth, the launch of new products, the development and implementation of innovative new business models, and the overall leadership of his division results and strategic goals specific to Mr. Deily’s division.
Ilham Kadri
The Compensation Committee considered Dr. Kadri’s leadership of her business unit which drove improved business performance, continued strong customer partnerships and the resulting value creation, the execution of innovative business models, and the demonstration of effective organizational leadership.

Based on its assessment and judgment, the Compensation Committee determined an Individual Achievement Factor for Mr. Peribere of 100%. The other named executive officers had Individual Achievement Factors ranging from 100% to 110%.

Step 4: Award Payouts for 2016. The following table summarizes the annual incentive awards determined for each of the named executive officers for 2016:

Name
Target Annual Award
X
Overall
Achievement
Factor
Annual Incentive
Award
Jerome A. Peribere
$
1,625,000
 
 
x
 
 
85.6
%
$
1,391,000
 
Carol P. Lowe
$
476,478
 
 
x
 
 
85.6
%
$
407,865
 
Emile Z. Chammas
$
337,241
 
 
x
 
 
94.2
%
$
317,546
 
Karl R. Deily
$
338,878
 
 
x
 
 
84.7
%
$
287,029
 
Ilham Kadri
$
318,731
 
 
x
 
 
104.7
%
$
333,776
 
*The Overall Achievement Factor is the combined result of the applicable Financial Achievement Factor and Individual Achievement Factor (rounded to the nearest tenth of a percent in the table above). As noted above, the Financial Achievement Factor for any named executive officer that leads a business segment was based 50% on corporate financial results and 50% on business segment results.
**As noted above, the maximum annual incentive award is capped at 200% of target.

Step 5: SLO Awards. Under the Annual Incentive Plan, our named executive officers also have the opportunity each year to designate a portion of their annual incentive award to be received as an equity award under our equity compensation plan, called stock leverage opportunity (“SLO”) awards. The portion to be denominated in SLO awards, in increments of 25% of the annual incentive award, may be given a premium to be determined by the Compensation Committee each year. The stock price used to calculate the number of shares that can be earned is the closing price on the first trading day of the performance year ($43.04 on January 4, 2016), thereby reflecting stock price changes during the performance year in the value of the SLO award. Once the amount of the earned annual incentive award has been determined for each executive officer following the end of the year, the cash portion is paid out shortly thereafter, and the SLO award is provided in the form of an award of restricted stock or restricted stock units under our equity compensation plan with a two-year restriction period. The Compensation Committee believes that SLO awards provide an additional means to align the interests of our named executive officers with those of our stockholders using performance-based compensation.

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For 2016, the Compensation Committee established a 25% premium for any portion of the annual incentive award elected as an SLO award. The following named executive officers elected to receive a portion of their annual incentive award as an SLO award:

Name
Cash Award %
SLO Award %
Jerome A. Peribere
  0%
100%
Carol P. Lowe
100%
  0%
Emile Z. Chammas
100%
  0%
Karl R. Deily
100%
  0%
Ilham Kadri
100%
  0%

For those named executive officers who elected to receive a portion of their 2016 annual incentive award as an SLO award, the division of the final annual incentive award between cash and the SLO award was as follows:

Name
Cash Award
($)
SLO Award
(# of Shares)
Jerome A. Peribere
$
0
 
 
40,399
 
Carol P. Lowe
$
407,865
 
 
 
Emile Z. Chammas
$
317,546
 
 
 
Karl R. Deily
$
287,029
 
 
 
Ilham Kadri
$
333,776
 
 
 

The amounts awarded as cash for 2016 are shown in the 2016 Summary Compensation Table on page 52 under the “Non-Equity Incentive Compensation Plan” column, while under SEC rules the SLO awards are included in the “Stock Award” column based on their grant date fair value assuming target performance.

Long-Term Incentive Compensation

2016-2018 PSU Awards. Our executive compensation program provides for annual awards of PSUs to the named executive officers. The program is intended to align compensation closely to our performance while giving the executive officers the opportunity for exceptional value if performance targets are exceeded and while continuing to encourage the retention of our executive officers.

The PSU awards provide for three-year performance periods with a targeted number of shares to be earned if performance during the period meets goals set during the first 90 days of the period. If performance is below defined threshold levels, then no units will be earned, and if performance exceeds defined maximum levels, then a maximum number of units (above the target number) will be earned.
   
Long-Term Incentive Award Highlights
ü
100% of 2016 award in the form of PSUs earned based on 2016-2018 performance goals (adjusted EBITDA margin and relative TSR)
ü
2014-2016 PSUs earned near maximum level based on near-maximum performance results
 
ü
Additional awards to CEO in connection with extension of employment term
   

During the first quarter of 2016, the Compensation Committee established PSU award target levels for the performance period starting January 1, 2016 for the named executive officers. We refer to these as the “2016-2018 PSUs.”

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The target award levels were based on a percentage of base salary, with the percentage of salary set within the median range for long-term incentive compensation for executives with similar positions and responsibilities. The target dollar amount was separately allocated to each of the weighted performance metrics for the award, as follows:

Performance Measure
Weighting
2016-2018 relative TSR
 
50
%
2018 consolidated adjusted EBITDA margin
 
50
%

The target number of PSUs for the relative TSR portion was determined by dividing the allocated portion of the target dollar amount by the accounting value for that portion of the award (based on the Monte Carlo simulation value as of the grant date). Similarly, the target number of PSUs for the consolidated adjusted EBITDA margin portion was determined by dividing the allocated portion of the target dollar amount by the closing price of our common stock on the grant date. In each case, the target number of PSUs was rounded up to the next whole unit.

 
 
 
Target Award
(# of PSUs)
Name
Target %
LTI Value
Relative
TSR
Adj. EBITDA
Margin
Jerome A. Peribere1
 
N/A
 
$
7,559,000
 
 
87,692
 
 
66,145
 
Carol P. Lowe
 
170
%
$
1,080,017
 
 
12,530
 
 
9,451
 
Emile Z. Chammas
 
160
%
$
830,131
 
 
9,631
 
 
7,265
 
Karl R. Deily
 
160
%
$
834,160
 
 
9,678
 
 
7,300
 
Ilham Kadri
 
160
%
$
784,570
 
 
9,102
 
 
6,866
 
1Mr. Peribere’s target LTI value is determined under the agreement he entered into in 2016 in connection with the extension of his employment term.

The Compensation Committee selected relative TSR as a metric to balance achievement of internal goals with performance against our peers in an easily measurable metric that directly demonstrates value creation for our stockholders. The Compensation Committee recognized that the consolidated adjusted EBITDA margin metric provides further alignment with the broader Annual Incentive Plan and our goal to improve quality of earnings. The results of each metric will determine the number of shares earned for that metric, based on that metric’s weighting. The total award will be the addition of the total number of shares earned for each of the two performance metrics.

TSR represents the percent change in the share price from the beginning of the performance period to the end of the performance period and assumes immediate reinvestment of dividends when declared at the closing share price on the date declared. The beginning share price will be calculated as an average of 31 data points: the closing share price on January 4, 2016 and the closing share price +/-15 trading days from January 4, 2016. The ending share price will be calculated as an average of 31 data points: the closing share price on December 31, 2018 and the closing share price +/-15 trading days from December 31, 2018.

The performance of this metric will be assessed in comparison of the percentile rank to the approved peer group of companies. The lowest ranked company will be the 0% rank, the middle ranked company will be the 50th percentile rank and the top ranked company will be the 100th percentile rank. If a company is acquired or otherwise is no longer publicly traded and its share price is no longer available, it will be excluded from the peer group.

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TABLE OF CONTENTS

The three year relative TSR percentile rank at threshold, target and maximum for the performance period follows:

2016-2018 PSUs
RELATIVE TSR PERFORMANCE GOAL
(weighted 50%)

Achievement
TSR Percentile Rank
% of Target Earned
Below Threshold
Below 25th percentile
0%
Threshold
25th percentile
25%
Target
50th percentile
100%