Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Hiring of Dustin Semach as Chief Financial Officer Designate



On March 15, 2023, Sealed Air Corporation (the "Company") entered into an offer
letter agreement with Mr. Dustin Semach, which offer letter agreement was
amended on March 20, 2023 (as so amended, the "Offer Letter"), pursuant to which
Mr. Semach will serve as the Company's Chief Financial Officer Designate,
effective as of April 17, 2023. In connection with such Offer Letter, the
Company's Board of Directors approved the appointment of Mr. Semach as the
Company's Chief Financial Officer effective on the first business day after the
Company files its Form 10-Q for the first quarter 2023.

Mr. Semach most recently served as Chief Financial Officer at TTEC Holdings,
Inc., a global customer experience technology and services provider, since Q3
2021, after joining TTEC in 2020 as part of its planned CFO succession. Prior to
joining TTEC, in 2019, Mr. Semach served as Chief Financial Officer at Rackspace
Technology, Inc., a global cloud services provider, and prior to that held key
leadership roles at DXC Technology Company, Computer Sciences Corporation and
International Business Machines Corporation. Mr. Semach holds a bachelor's
degree in computer science from Clemson University and a master's in business
administration from Northeastern University.

The Offer Letter addresses Mr. Semach's compensation as follows:

•Sign-On Bonus. Mr. Semach will receive a cash sign-on bonus of $300,000 following his start date, which is subject to repayment to the Company in the event that Mr. Semach voluntarily resigns within the first year of his employment.



•New Hire Equity Awards. The Offer Letter provides that Mr. Semach will be
granted two new-hire equity awards, one that is time-vesting and the other that
is performance-vesting. The time-vesting award will be in the form of
time-vesting restricted stock units ("RSUs") valued at $1,500,000. The RSUs will
vest in three substantially equal annual installments starting on the first
anniversary of the grant date, subject to earlier vesting in case of Mr.
Semach's death or disability or his involuntary termination following a change
in control of the Company in accordance with the Company's standard form of
restricted stock unit award agreement. The performance-vesting award will be in
the form of performance vesting stock units ("PSUs") valued at $1,500,000 and
will be subject to specific performance goals and other terms, as will be
specified in the formal award agreement for these PSUs.

•Annual Compensation. Under the terms of the Offer Letter, Mr. Semach will
receive an annual base of $640,000, to be reviewed annually, and will be
eligible for an annual bonus in accordance with the Company's bonus program for
senior executives. For 2023, he will have a target bonus equal to 80% of his
base salary (with a maximum bonus of 200% of target). Mr. Semach will also be
eligible for annual grants of long-term incentive awards consistent with awards
for other senior executives, with his 2024 grants targeted at 200% of his base
salary.

•Other. Mr. Semach will be expected to relocate to the Company's Charlotte, NC
headquarters. He will be eligible to receive relocation benefits pursuant to the
Company's relocation policy.

Upon effectiveness of his appointment as Chief Financial Officer, Mr. Semach
also will serve as interim principal accounting officer of the Company while the
Company names a permanent replacement to fill that role. Mr. Semach will not
receive any additional compensation in connection with serving as principal
accounting officer of the Company on an interim basis.

There are no family relationships between Mr. Semach and the Company's directors
and executive officers, no arrangements or understandings between Mr. Semach and
any other person requiring disclosure under Item 401(b) of Regulation S-K and no
transactions with related persons requiring disclosure under Item 404(a) of
Regulation S-K.

The foregoing description of the Offer Letter is qualified in its entirety by
reference to the full text of the Offer Letter and its amendment attached to
this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, which are
incorporated herein by reference.

Retirement of Christopher J. Stephens as Chief Financial Officer



As previously disclosed, Christopher J. Stephens, who currently serves as the
Company's Chief Financial Officer and interim principal accounting officer, will
continue to serve as Chief Financial Officer and interim principal accounting
officer until Mr. Semach assumes such roles, which is expected to occur
following the filing of the Company's Quarterly Report on Form 10-Q for the
first quarter 2023, after which Mr. Stephens will retire.


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Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the matters referenced in Item 5.02 is furnished with this Current Report on Form 8-K as Exhibit 99.1.



The information furnished herewith pursuant to Item 7.01 of this Current Report
on Form 8-K shall not be deemed to be "filed" for purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and shall not be incorporated by
reference into any registration statement or other document under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.             Description
                          Offer Letter, dated March 15, 2023, between Dustin Semach and Sealed Air
10.1                    Corporation
                          Offer     Letter     Amendment, dated March 20, 2023, between Dustin Semach
10.2                    and Sealed Air Corporation
99.1                      Press Release issued by Sealed Air Corporation,

dated March 21, 2023.


                        Cover Page Interactive Data File (formatted as Inline XBRL and embedded within
104                     document)

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