DEF 14A of Smurfit Westrock plc, Mar 19, 2025

DEF 14A of Smurfit Westrock plc

Filed Mar 19, 2025 · FY20240001104659-25-025323

Open on EDGAR

  1. Information Regarding Our Director Nominees

    Information Regarding Our Director Nominees

  2. Information Regarding Our Director Nominees

    | Name, Age, & Principal Occupation/Experience | | Director Since* | Independent | Other Current Public Boards | Committee Memberships and Board Leadership | | | Irial Finan, 67 Chair of the Smurfit Westrock Board; Former Executive Vice President of The Coca-Cola Company and President of the Bottling Investments Group (a Coca-Cola subsidiary) | 2024 | | • Fortune Brands Innovations, Inc. | • Nomination (Chair) • Executive (Chair) | | | Anthony Smurfit, 61 President & Group Chief Executive Officer and Director of Smurfit Westrock | 2023 | | • None | • Executive | | | Ken Bowles, 53 Executive Vice President & Group Chief Financial Officer and Director of Smurfit Westrock | 2023 | | • None | • None | | | Colleen F. Arnold, 67 Former Senior Vice President, Sales and Distribution of International Business Machines Corporation (“IBM”) | 2024 | | • None | • Compensation • Sustainability | | | Timothy J. Bernlohr, 66 Managing Member of TJB Management Consulting, LLC; Former President and CEO at RBX Industries, Inc. | 2024 | | • International Seaways, Inc. • Spirit Airlines, Inc. | • Compensation (Chair) • Finance • Executive | | | Carole L. Brown, 60 Former Head of the Asset Management Group for PNC Financial Services | 2025 | | • None | • Audit** • Sustainability | | | Terrell K. Crews, 69 Former Executive Vice President & Chief Financial Officer of Monsanto Company | 2024 | | • Archer Daniels Midland Company | • Audit (Chair)** • Executive • Finance | | | Carol Fairweather, 63 Former Chief Financial Officer and executive Director of Burberry Group plc | 2024 | | • Segro plc | • Finance (Chair) • Audit • Executive | | | Mary Lynn Ferguson-McHugh, 65 Former Chief Executive Officer of Family Care (Paper Products) at Procter & Gamble | 2024 | | • Molson Coors Beverage Company | • Compensation • Finance | | | Suzan F. Harrison, 67 Former President, Global Oral Care, Colgate-Palmolive Company | 2024 | | • Archer Daniels Midland Company • Ashland Inc. | • Audit • Nomination | | | Kaisa Hietala, 54 Senior Independent Non-executive Director of Smurfit Westrock; Former Executive Vice President of Renewable Products at Neste Corporation | 2024 | | • Exxon Mobil Corp. • Rio Tinto plc | • Sustainability (Chair) • Nomination | | | Lourdes Melgar, 62 Former Vice Minister for Electricity, Mexico; Former Vice Minister of Hydrocarbons, Mexico | 2024 | | • CEMEX, S.A.B de C. V. • Banco Santander Mexico S.A. | • Audit • Sustainability | | | Jørgen Buhl Rasmussen, 69 Former Chief Executive Officer of Carlsberg AS | 2024 | | • None | • Compensation • Finance | | | Alan D. Wilson, 67 Former Chairman and CEO, McCormick & Company, Inc. | 2024 | | • T. Rowe Price Group, Inc. | • Compensation • Nomination |

  3. Information Regarding Our Director Nominees

    * Tenure does not include prior service on the boards of Smurfit Kappa or WestRock, as applicable, which, following the Combination, are now wholly-owned subsidiaries of Smurfit Westrock. All of the directors, other than Anthony Smurfit and Ken Bowles, joined the Smurfit Westrock Board on July 5, 2024, on completion of the Combination. Anthony Smurfit and Ken Bowles joined the board of the predecessor entity, Cepheidway Limited, on September 11, 2023. Cepheidway Limited then changed its name to Smurfit WestRock Limited on December 11, 2023 and subsequently re-registered as Smurfit Westrock plc, effective on June 18, 2024. ** Audit Committee Financial Expert

  4. Information Regarding Our Director Nominees

    | | 8 | 2025 PROXY STATEMENT |

  5. Additional Director Nominee Highlights

    Additional Director Nominee Highlights

  6. Additional Director Nominee Highlights

    | |

  7. Additional Director Nominee Highlights

    | Skills and Experience | | Number of Directors (out of 14) | | | Global Business Experience/ International Business Experience | | | 13 | | Mergers and Acquisitions Experience/ Investment Expertise | | | 13 | | Financial Expertise/ Risk Management | | | 12 | | Public Company CEO Experience/ Senior Executive Leadership Experience | | | 12 | | Paper and Packaging Experience | | | 9 | | Manufacturing Experience | | | 9 | | Consumer Packaged Goods / Fast Moving Consumer Goods Experience | | | 8 | | Supply Chain | | | 8 | | Sustainability Experience | | | 10 | | Strategic Planning | | | 14 | | Technology and Cybersecurity | | | 6 | | Corporate Governance | | | 14 |

  8. Additional Director Nominee Highlights

    | | 9 | 2025 PROXY STATEMENT |

  9. Corporate Governance Highlights

    Corporate Governance Highlights Smurfit Westrock is committed to governance policies and practices that serve the interests of the Company and its shareholders. Our governance practices and policies are in line with NYSE corporate governance guidelines and UK listing rules, as applicable, and include the following:

  10. Corporate Governance Highlights

    | Director Independence and Oversight | Independent Board 12 of 14 director nominees are independent. Independent Board Chair The Chair of the Board is independent. Executive Sessions Independent directors regularly meet in executive sessions. | 100% Independent Key Board Committees Key Board committees (Audit, Compensation, Nomination, Finance and Sustainability) are comprised entirely of independent directors. | | BOARD COMPOSITION AND REFRESHMENT | Commitment to Board Refreshment Our Board takes an active role in Board succession planning, is committed to Board refreshment and we will continue to ensure that we maintain a balanced Board with both fresh perspectives and deep experience. Director Selection Process AND BOARD COMPOSITION Our Board has a rigorous director selection process based on merit, resulting in a diverse and international Board in terms of experience, perspectives, skills and backgrounds. | Overboarding Policy Our directors may not serve on the boards of more than three other public companies, in addition to our Board, and directors who are executive officers of public companies may not serve on the boards of more than one other public company, in addition to our Board. The Nomination Committee continuously monitors compliance with this policy. | | Shareholder Rights and Engagement | Annual Director Elections & Majority Voting Our directors stand for election by shareholders annually in accordance with our Principles of Corporate Governance. If a director does not receive a majority of votes cast, such director is subject to retirement and is not able to remain on the Board (in line with Irish law). Plurality voting applies in contested elections. Shareholder Ability to Call Special Meetings Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting. | No Supermajority Vote Provisions There are no supermajority vote provisions in the Constitution (other than what is required under Irish law). No Shareholder Rights Plan (“poison pill”) The Company does not have a poison pill. Active Shareholder Engagement We regularly engage with our shareholders to better understand their perspectives, and directors are available to participate when appropriate. EQUAL VOTING RIGHTS The Company maintains one class of voting stock with one share per vote. |

  11. Corporate Governance Highlights

    | | 10 | 2025 PROXY STATEMENT |

  12. Corporate Governance Highlights

    | Corporate Responsibility and Sustainability | Board and Committee Oversight of Strategy, Risk and Sustainability Matters Our Board and its committees provide robust oversight of strategic objectives, risk management and sustainability matters. | Sustainability Reporting Smurfit Westrock recognizes the need for climate-related disclosures as part of our commitment to sustainability and responsible corporate citizenship. Our sustainability report is expected to be made available on our website in the second quarter of 2025 at www.smurfitwestrock.com/sustainability. | | Other Strong Corporate Governance Practices | Board and Committee Evaluations Our Boards and its committees conduct annual evaluations for the Board, Committees, and individual directors. Although the combined company has only been in operation since July 2024, given our commitment to governance, an evaluation was conducted for the period from July to December 2024. | Prohibition on Hedging and Pledging Our insider trading policy broadly prohibits hedging and pledging of Smurfit Westrock securities. |

  13. Executive Compensation Highlights

    Executive Compensation Highlights As has been described in this Proxy Statement, 2024 was a profoundly transformative year for our Company. Smurfit Westrock was created in July 2024, following a strategic combination between Smurfit Kappa and WestRock, making us a leading provider of paper-based packaging solutions in the world, with approximately 100,000 employees across 40 countries. As a newly U.S. listed, Irish public company, it was essential to establish a compensation program that at its foundation was appropriate for a global company of our size and scale and that was in the best interests of our Company and our shareholders. It was also essential to ensure that the program developed would serve to drive the performance and retention of our leadership team, whose experience and track record of delivery on key strategic and financial goals are critical to the integration and success of Smurfit Westrock. A core principle of our executive compensation program is to pay for performance: We ensure that a majority of our executive officers’ compensation is performance-based and, therefore, at-risk, as shown below with respect to our NEOs’ pay mix for the portion of 2024 that followed the Combination, and described in greater detail in the Compensation Discussion and Analysis starting on page 41.

  14. Executive Compensation Highlights

    | | 11 | 2025 PROXY STATEMENT |

  15. Executive Compensation Highlights

    Compensation-Related Best Practices The Smurfit Westrock compensation philosophy and related features are complemented by policies and practices designed to align our executive compensation program with the long-term interests of our shareholders, including the following compensation-related best practices implemented by our Compensation Committee in connection with and following the Combination:

  16. Executive Compensation Highlights

    | Pay for Performance | PERFORMANCE PERIODS AND GOALS We emphasize pay-for-performance by providing variable performance-based compensation over both annual and multi-year performance periods, and have comprehensive disclosure of applicable goals and outcomes following the performance periods. | AT-RISK COMPENSATION We require that a significant portion of our executive officers’ annual direct compensation be at risk based on performance; with more than 75% of our NEOs’ post-Combination compensation at-risk in 2024. | | Comprehensive Process and Shareholder INPUT | INDEPENDENT CONSULTANT; COMPENSATION PEER GROUP Our Compensation Committee engages an independent compensation consultant and selects a compensation peer group to set competitive pay levels appropriate for a company of our size and industry. | ANNUAL SAY-ON-PAY VOTES We plan to conduct annual shareholder advisory votes to approve NEO compensation. | | OTHER Strong Compensation-Related Governance Practices | SHARE OWNERSHIP GUIDELINES We maintain robust share ownership guidelines for our executives and directors. | NO SINGLE-TRIGGER BENEFITS AND NO EXCISE TAX GROSS-UPS The Company does not provide any “single-trigger”benefits or excise tax gross-ups in connection with a change in control. | | | CLAWBACK POLICIES We maintain a clawback policy that is consistent with SEC and NYSE requirements and a secondary broader clawback policy that provides for recovery of cash and equity incentive compensation (including time- and performance-based compensation received by current and former executives and certain other employees following misconduct and other problematic decisions or actions). | |

  17. Executive Compensation Highlights

    | | 12 | 2025 PROXY STATEMENT |

  18. Executive Compensation Highlights

    The Board, upon recommendation of the Nomination Committee, has nominated 14 individuals to the Board to serve for a one-year term until the next annual general meeting of shareholders. If elected, each director nominee will hold office until the 2026 annual general meeting of shareholders or until their successor is elected or unless their office is vacated earlier in accordance with our Constitution. The 14 directors who are standing for election at the AGM are all currently serving on the Board and are named below. In addition, Dmitri L. Stockton, who served on the Board since the completion of the Combination, notified the Board that he will be stepping down from the Board, effective at the conclusion of the AGM and, therefore, will not be standing for election at the AGM. The Board and the Company thank Dmitri L. Stockton for his service and his contributions to the Company during the formative period following the Combination. These director nominees (other than Anthony Smurfit and Ken Bowles, who had previously been appointed to serve on the Board in connection with the announcement of the Combination on September 11, 2023, to serve until the AGM and Carole L. Brown, who had joined our Board on March 11, 2025, and has been appointed to serve until the AGM) have been appointed to the Board in connection with the Combination, effective as of July 5, 2024, to serve until the AGM. Specifically, eight of these director nominees previously served on the board of directors of Smurfit Kappa and were selected to serve on the Board in connection with the Combination by Smurfit Kappa (the “Smurfit Kappa Designees”), and five of the director nominees previously served on the board of directors of WestRock and were selected to serve on the Board by WestRock (the “WestRock Designees”). The Smurfit Kappa Designees were Irial Finan, the Chair of the Board; Anthony Smurfit, President & Group Chief Executive Officer; Ken Bowles, Executive Vice President & Group Chief Financial Officer; Carol Fairweather, Mary Lynn Ferguson-McHugh, Kaisa Hietala, Lourdes Melgar and Jørgen Buhl Rasmussen. The WestRock Designees were Colleen F. Arnold, Timothy J. Bernlohr, Terrell K. Crews, Suzan F. Harrison, Alan D. Wilson, as well as Dmitri L. Stockton, who is not standing for election at this AGM. Carole L. Brown was identified by a third-party search firm. All of the nominees have indicated that they are willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director for good cause, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to elect that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board in accordance with the Constitution. Upon the conclusion of this AGM, the size of the Board shall be decreased to 14 directors. As further described below, all of the director nominees (other than Anthony Smurfit and Ken Bowles) are independent under the applicable NYSE independence standards. The resolution in respect of this Proposal 1 is an ordinary resolution that requires the affirmative majority of the votes cast at the AGM, in person or by proxy, with respect to each director nominee. If a director is not elected or re-elected in a director election, the director shall retire at the end of the AGM. The text of the resolution in respect of Proposal 1 is as follows: “RESOLVED THAT, the following individuals be, and each hereby is, by way of separate ordinary resolution, elected to serve as director of the Company until the next annual general meeting of the Company or until their successor is elected or unless their office is vacated earlier in accordance with the Constitution: (i) Irial Finan; (ii) Anthony Smurfit; (iii) Ken Bowles; (iv) Colleen F. Arnold; (v) Timothy J. Bernlohr; (vi) Carole L. Brown; (vii) Terrell K. Crews;

  19. Executive Compensation Highlights

    | | 13 | 2025 PROXY STATEMENT |

  20. Executive Compensation Highlights

    (viii) Carol Fairweather; (ix) Mary Lynn Ferguson-McHugh; (x) Suzan F. Harrison; (xi) Kaisa Hietala; (xii) Lourdes Melgar; (xiii) Jørgen Buhl Rasmussen; and (xiv) Alan D. Wilson.”

  21. Executive Compensation Highlights

    | Board Recommendation | | | 1 | Election of Directors | | | The Board, upon the recommendation of the Nomination Committee, unanimously recommends a vote “FOR” each nominee to serve as director. |

  22. Executive Compensation Highlights

    | | 14 | 2025 PROXY STATEMENT |

  23. Director Nominee Biographies

    Director Nominee Biographies Set forth below are the names of the nominees for director at the AGM, their ages as of the Record Date, principal occupations, employment and other public company board service during at least the last five years, periods of service as a director of the Company, and the experiences, qualifications, attributes and skills of each nominee that led to the Board’s conclusion that each person should serve as a director:

  24. Director Nominee Biographies

    | Irial Finan Age: 67 Independent Board Chair Nationality: Irish Director Since: 2024 Standing Committees: Nomination (Chair) Executive (Chair) | Background Mr. Finan has been the Chair of Smurfit Westrock since 2024. He is the former Chair of Smurfit Kappa, which is now one of our wholly-owned subsidiaries, a position he held from 2019 until the completion of the Combination on July 5, 2024. Mr. Finan was Executive Vice President of The Coca-Cola Company, a beverage company, and President of the Bottling Investments Group, a Coca-Cola subsidiary, from 2004 until he stepped down from the roles in 2017 and retired in 2018. Prior to this, Mr. Finan served as Chief Executive Officer of Coca-Cola Hellenic Bottling Company SA. He joined the Coca-Cola System in 1981 and during his time there he held key leadership roles. | | | | Key Qualifications, Experience and Skills: Mr. Finan brings to the Board experience in senior management and executive leadership positions, including finance and global operations. He has significant experience in business integrations, including the establishment of new markets. | | | | Other Current Public Boards: • Fortune Brands Innovations, Inc. | Other PREVIOUS Public Boards Within 5 Years: • Coca-Cola Bottlers Japan Holdings Inc. • Coca-Cola European Partners plc • Smurfit Kappa Group plc |

  25. Director Nominee Biographies

    | Anthony Smurfit Age: 61 President & Group CEO and Director Nationality: Irish Director Since: 2023 Standing Committee: Executive (Member) | Background Mr. Smurfit has served as our President & Group Chief Executive Officer since 2024 and director of Smurfit Westrock since 2023. He served as a director of Smurfit Kappa, which is now our wholly-owned subsidiary, and its predecessors from 1989 until the Combination closed on July 5, 2024 and as Group Chief Executive Officer of Smurfit Kappa between 2015 and July 5, 2024. Prior to this, he served as Group Chief Operations Officer of Smurfit Kappa from 2002 until 2015. He was Chief Executive of Smurfit Europe from October 1999 to 2002 prior to which he was Deputy Chief Executive of Smurfit Europe, and previously Chief Executive Officer of Smurfit France. | | | | Key Qualifications, Experience and Skills: Mr. Smurfit brings to the Board expertise in leadership, strategic planning and global manufacturing together with his extensive knowledge of Smurfit Westrock’s business, operations and customers. | | | | Other Current Public Boards: • None | Other PREVIOUS Public Boards Within 5 Years: • Smurfit Kappa Group plc |

  26. Director Nominee Biographies

    | | 15 | 2025 PROXY STATEMENT |

  27. Director Nominee Biographies

    | Ken Bowles Age: 53 EVP & Group CFO and Director Nationality: Irish Director Since: 2023 | Background Mr. Bowles has served as our Executive Vice President & Group Chief Financial Officer since 2024 and director since 2023 in line with market practice in Ireland. He joined a predecessor of Smurfit Kappa, which is now our wholly-owned subsidiary, in 1994 and occupied a number of finance roles in various parts of Smurfit Kappa and its predecessors. He was appointed Group Chief Financial Officer and a director of Smurfit Kappa in 2016, prior to which he was the Financial Controller between 2010 and 2016. Previously, he served as Smurfit Kappa’s Head of Tax from 2007 to 2010, prior to which he was appointed as the first Head of Compliance in 2004. | | | | Key Qualifications, Experience and Skills: Mr. Bowles brings to the Board expertise in accounting, finance, internal control, tax, treasury and investor relations, together with his experience as Group Chief Financial Officer of Smurfit Kappa and his leadership in sustainability. | | | | Other Current Public Boards: • None | Other PREVIOUS Public Boards Within 5 Years: • Smurfit Kappa Group plc |

  28. Director Nominee Biographies

    | Colleen F. Arnold Age: 67 Independent Director Nationality: American Director Since: 2024 Standing Committees: Compensation (Member) Sustainability (Member) | Background Ms. Arnold has served as our director since 2024 and, prior to the Combination, she served on the board of directors of WestRock, which is now one of our wholly-owned subsidiaries. She served as senior vice president, sales and distribution of International Business Machines Corporation (“IBM”), an American multinational technology company, from 2014 to 2016. Prior to that, she held a number of senior positions with lBM from 1998 to 2014, including senior vice president, application management services, lBM Global Business Services; general manager of GBS Strategy, Global Consulting Services, Global lndustries and Global Application Services; general manager, Europe, Middle East and Africa; general manager, Australia and New Zealand Global Services; and CEO of Global Services Australia. | | | | Key Qualifications, Experience and Skills: Ms. Arnold brings to the Board global business experience, financial expertise, consumer markets and sales experience, innovation experience and experience working for a company with significant scale. | | | | Other Current Public Boards: • None | Other PREVIOUS Public Boards Within 5 Years: • Cardinal Health • WestRock Company |

  29. Director Nominee Biographies

    | | 16 | 2025 PROXY STATEMENT |

  30. Director Nominee Biographies

    | Timothy J. Bernlohr Age: 66 Independent Director Nationality: American Director Since: 2024 Standing Committees: Compensation (Chair) Finance (Member) Executive (Member) | Background Mr. Bernlohr has served as one of our directors since 2024 and, prior to the Combination, he served on the board of directors of WestRock, which is now one of our wholly-owned subsidiaries. Since 2005, he has served as the managing member of TJB Management Consulting, LLC, a consultant to businesses in transformation and a provider of interim executive management and strategic planning services. From 1997 to 2005, he served in various executive capacities, including as president and CEO, at RBX Industries, Inc. Prior to joining RBX Industries, Mr. Bernlohr spent 16 years in various management positions with Armstrong World Industries, Inc. | | | | Key Qualifications, Experience and Skills: Mr. Bernlohr brings to the Board broad corporate strategy and global business experience. | | | | Other Current Public Boards: • International Seaways, Inc. • Spirit Airlines, Inc. | Other PREVIOUS Public Boards Within 5 Years: • Atlas Air Worldwide Holdings, Inc. • Skyline Champion Corp. • F45 Training Holdings, Inc. • WestRock Company |

  31. Director Nominee Biographies

    | Carole L. Brown Age: 60 Independent Director Nationality: American Director Since: 2025 Standing Committees: Audit (Member) Sustainability (Member) | Background Ms. Brown has served as one of our directors since 2025. She last served as Head of the Asset Management Group for PNC Financial Services Group (“PNC”), one of the largest diversified financial services institutions in the United States, from 2020 until August 2024, after which she was a special advisor to the Chief Executive Officer until her retirement in January 2025. From 2019 to 2020, she held the position of Chief Change and Risk Officer for their Asset Management Group and Corporate & Institutional Banking businesses at PNC. From 2015 to 2019, Ms. Brown served as Chief Financial Officer for the City of Chicago. Prior to her work for the City of Chicago, Ms. Brown had a 25-year career as one of the leading municipal finance investment bankers in the country in various roles. From 2017 to 2019, she also served as a member of the Securities and Exchange Commission Fixed Income Market Structure Advisory Committee. | | | | Key Qualifications, Experience and Skills: Ms. Brown brings to the Board in-depth U.S. financial knowledge and broad experience in the execution of complex financial and strategic transactions. She also has significant risk management oversight expertise. | | | | Other Current Public Boards: • None | Other PREVIOUS Public Boards Within 5 Years: • None |

  32. Director Nominee Biographies

    | | 17 | 2025 PROXY STATEMENT |

  33. Director Nominee Biographies

    | Terrell K. Crews Age: 69 Independent Director Nationality: American Director Since: 2024 Standing Committees: Audit (Chair) Finance (Member) Executive (Member) | Background Mr. Crews has served as our director since 2024, and prior to the Combination, he served on the board of directors of WestRock, which is now one of our wholly-owned subsidiaries. He served as Executive Vice President and Chief Financial Officer of Monsanto Company, an American agricultural biotechnology and agrochemical company, from 2000 to 2009, and as the Chief Executive Officer of Monsanto’s vegetable business from 2008 to 2009. Serving in his role as Chief Financial Officer at Monsanto for nearly a decade, Mr. Crews oversaw corporate finance and reporting in addition to capital allocation strategies. Mr. Crews also has experience leading financing for M&A activity and other corporate transactions, including previously overseeing the financial integration a number of acquired seed companies as head of finance for Monsanto’s Global Seed Group. | | | | Key Qualifications, Experience and Skills: Mr. Crews brings to the Board broad business knowledge and in-depth experience in complex financial matters. He also has experience working for a company with significant scale. | | | | Other Current Public Boards: • Archer Daniels Midland Company | Other PREVIOUS Public Boards Within 5 Years: • Hormel Foods Corporation • WestRock Company |

  34. Director Nominee Biographies

    | Carol Fairweather Age: 63 Independent Director Nationality: British Director Since: 2024 Standing Committees: Finance (Chair) Audit (Member) Executive (Member) | Background Ms. Fairweather has served as our director since 2024, and, prior to the Combination, she served on the board of directors of Smurfit Kappa, which is now one of our wholly-owned subsidiaries. She was the Chief Financial Officer and an executive Director of Burberry Group plc (“Burberry“), a luxury fashion house, from 2013 to 2017. She joined Burberry in 2006, and prior to her appointment as the Chief Financial Officer, she held the position of Senior Vice President, Group Finance. Prior to joining Burberry, she was Director of Finance at News International Limited from 1997 to 2005 and UK Regional Controller at Shandwick plc from 1991 to 1997. | | | | Key Qualifications, Experience and Skills: Ms. Fairweather brings to the Board global experience in the retail sector and experience as a Chief Financial Officer of a FTSE 100 company. | | | | Other Current Public Boards: • Segro plc | Other PREVIOUS Public Boards Within 5 Years: • Smurfit Kappa Group plc |

  35. Director Nominee Biographies

    | | 18 | 2025 PROXY STATEMENT |

  36. Director Nominee Biographies

    | Mary Lynn Ferguson- McHugh Age: 65 Independent Director Nationality: American Director Since: 2024 Standing Committees: Compensation (Member) Finance (Member) | Background Ms. Ferguson-McHugh has served as our director since 2024, and, prior to the Combination, she served on the board of directors of Smurfit Kappa, which is now one of our wholly-owned subsidiaries. She spent over 35 years at Procter & Gamble, a multinational consumer goods company, where she held a number of senior leadership positions, serving, most recently, as Chief Executive Officer of Family Care (Paper Products) between 2019 and 2021 and P&G Ventures (2015-2019). Prior to that, between 2011 and 2014, she was based in Switzerland where she held the position of Group President Western Europe and then Group President Europe at Procter & Gamble. | | | | Key Qualifications, Experience and Skills: Ms. Ferguson-McHugh brings to the Board significant global operational experience and fast-moving consumer goods knowledge. | | | | Other Current Public Boards: • Molson Coors Beverage Company | Other PREVIOUS Public Boards Within 5 Years: • Smurfit Kappa Group plc |

  37. Director Nominee Biographies

    | Suzan F. Harrison Age: 67 Independent Director Nationality: American Director Since: 2024 Standing Committees: Audit (Member) Nomination (Member) | Background Ms. Harrison has served as our director since 2024, and, prior to the Combination, she served on the board of directors of WestRock, which is now one of our wholly-owned subsidiaries. She served as president of Global Oral Care at Colgate-Palmolive Company (“Colgate”), a worldwide consumer products company focused on the production, distribution, and provision of household, health care and personal products, from 2012 to 2019. Previously, she served as President of Hill’s Pet Nutrition Inc. North America from 2009 to 2011, Vice President, Marketing for Colgate U.S. from 2006 to 2009 and Vice President and General Manager of Colgate Oral Pharmaceuticals, North America and Europe, from 2005 to 2006. She held a number of other leadership roles at Colgate beginning in 1983. | | | | Key Qualifications, Experience and Skills: Ms. Harrison brings to the Board global business experience, consumer markets experience, innovation experience, and experience working for a company with significant scale. | | | | Other Current Public Boards: • Archer Daniels Midland Company • Ashland Inc. | Other PREVIOUS Public Boards Within 5 Years: • WestRock Company |

  38. Director Nominee Biographies

    | | 19 | 2025 PROXY STATEMENT |

  39. Director Nominee Biographies

    | Kaisa Hietala Age: 54 Senior Independent Director Nationality: Finnish Director Since: 2024 Standing Committees: Sustainability (Chair) Nomination (Member) | Background Ms. Hietala has served as our director and our Senior Independent Director since 2024 and, prior to the Combination, she served on the board of directors of Smurfit Kappa, which is now one of our wholly-owned subsidiaries. She spent over 20 years at Neste Corporation, a producer of sustainable fuels and renewable feedstock solutions, most recently, serving as Executive Vice President, Renewable Products, and as a member of the Neste Executive Board from 2014 to 2019. Prior to her last role, Ms. Hietala served in various other roles at Neste Corporation, from exploration and production and crude trading to leading the strategic review that resulted in the Renewable Products segment. | | | | Key Qualifications, Experience and Skills: Ms. Hietala brings to the Board experience in sustainability together with significant strategic and operational experience. | | | | Other Current Public Boards: • Exxon Mobil Corporation • Rio Tinto plc | Other PREVIOUS Public Boards Within 5 Years: • Kemira Oyj • Smurfit Kappa Group plc |

  40. Director Nominee Biographies

    | Lourdes Melgar Age: 62 Independent Director Nationality: Mexican Director Since: 2024 Standing Committees: Audit (Member) Sustainability (Member) | Background Ms. Melgar has served as our director since 2024, and, prior to the Combination, she served on the board of directors of Smurfit Kappa, which is now one of our wholly-owned subsidiaries. She is an academic and strategic advisor recognized for her expertise in energy, sustainability and governance. As former Vice Minister for Electricity from 2012 to 2014 and Vice Minister for Hydrocarbons from 2014 to 2016, she played a key role in the design, negotiation and implementation of Mexico’s 2013 Energy Reform. Previously, as a career diplomat, she held various positions in Mexico’s Foreign Service and at the Ministry of Energy. | | | | Key Qualifications, Experience and Skills: Ms. Melgar brings to the Board experience in energy, sustainability and business in Latin America. She also has risk assessment and management experience. | | | | Other Current Public Boards: • CEMEX, S.A.B de C.V. • Banco Santander Mexico S.A | Other PREVIOUS Public Boards Within 5 Years: • Smurfit Kappa Group plc |

  41. Director Nominee Biographies

    | | 20 | 2025 PROXY STATEMENT |

  42. Director Nominee Biographies

    | Jørgen Buhl Rasmussen Age: 69 Independent Director Nationality: Danish Director Since: 2024 Standing Committees: Compensation (Member) Finance (Member) | Background Mr. Buhl Rasmussen has served as our director since 2024 and, prior to the Combination, served on the board of directors of Smurfit Kappa, which is now one of our wholly-owned subsidiaries. He is the former Chief Executive Officer of Carlsberg AS, a multinational brewer, a position he held from 2007 until he retired in 2015, having joined the company in 2006. He previously held senior positions in several global fast moving consumer goods companies, including Gillette Group, Duracell, Mars and Unilever over the previous 28 years. | | | | Key Qualifications, Experience and Skills: Mr. Rasmussen brings to the Board executive leadership experience and expertise in the fast-moving consumer goods sector. | | | | Other Current Public Boards: • None | Other PREVIOUS Public Boards Within 5 Years: • Novozymes A/S • Smurfit Kappa Group plc |

  43. Director Nominee Biographies

    | Alan D. Wilson Age: 67 Independent Director Nationality: American Director Since: 2024 Standing Committees: Compensation (Member) Nomination (Member) | Background Mr. Wilson has served as our director since 2024, and, prior to the Combination, he served on the board of directors of WestRock, which is now one of our wholly-owned subsidiaries. He served as Chairman of the Board of McCormick & Company, Inc. (“McCormick”), a consumer food company, from 2009 to 2017, and as Chief Executive Officer of McCormick from 2008 to 2016. He joined McCormick in 1993 and also served in a variety of other positions, including as President from 2007 to 2015, President of North American Consumer Products from 2005 to 2006, President of the U.S. Consumer Foods Group from 2003 to 2005 and Vice President — Sales and Marketing for the U.S. Consumer Foods Group from 2001 to 2003. | | | | Key Qualifications, Experience and Skills: Mr. Wilson brings to the Board leadership experience, market expertise, and business and governance skills. He also has experience working for a company with significant scale. | | | | Other Current Public Boards: • T. Rowe Price Group, Inc. | Other PREVIOUS Public Boards Within 5 Years: • WestRock Company |

  44. Director Nominee Biographies

    | | 21 | 2025 PROXY STATEMENT |

  45. Director Compensation — Smurfit Westrock

    Director Compensation — Smurfit Westrock The table below sets out a summary of the Smurfit Westrock non-executive director annualized fees for 2024. As the Combination was completed in July 2024, these fees were only paid during the July – December 2024 period following the Combination.

  46. Director Compensation — Smurfit Westrock

    | Annual Cash Retainer | $120,000 | | Annual Non-Executive Chair Cash Retainer (supplemental) | $100,000 | | Additional Annual Committee Retainers | | | Audit Committee Chair | $25,000 | | Compensation Committee Chair | $20,000 | | Nomination Committee Chair | $20,000 | | Sustainability Committee Chair | $20,000 | | Finance Committee Chair | $20,000 | | Annual Stock Grant | $175,000 | | Annual Non-Executive Chair Stock Grant (supplemental) | $100,000 |

  47. Director Compensation — Smurfit Westrock

    On August 2, 2024, the Board approved grants of 2,094 RSUs to each of Ms. Fairweather, Ms. Ferguson-McHugh, Ms. Hietala, Ms. Melgar, and Mr. Rasmussen, and a grant of 3,291 RSUs to Mr. Finan. These RSUs were not granted to any members of our Board who formerly served on the WestRock board of directors, as such directors received grants from WestRock for 2024 prior to the Combination and such grants vested and were distributed on completion of the Combination. The RSUs were granted for the July – December 2024 period following the Combination to align the former Smurfit Kappa directors with the former WestRock directors who had received grants for the full fiscal year. The RSUs accrue dividend-equivalent units that settle in Smurfit Westrock ordinary shares. The RSUs granted to the former Smurfit Kappa directors vested on January 1, 2025.

  48. Director Compensation — Smurfit Westrock

    | | 36 | 2025 PROXY STATEMENT |

  49. Director Compensation — Smurfit Westrock

    Director Compensation To further align the long-term interests of our directors and our shareholders, in connection with the Combination, we adopted the Smurfit Westrock Share Ownership Policy, which requires each non-executive director to hold shares having an aggregate value equal to five times the annual cash base retainer. In addition to shares held by the non-executive director, an immediate family member or in a trust for the benefit of the non-executive director, shares underlying time-based RSUs are considered for purposes of complying with the guidelines. No stock options or unearned performance-based awards (if any) are considered. Until the applicable non-employee director has achieved the requisite ownership guideline, the non-executive director must retain 50% of the post-tax shares received upon vesting, settlement, or exercise of any equity award granted by the Company. As of the end of 2024, all of our non-employee directors were either in compliance with the requisite ownership guideline or subject to the holding policy, as applicable. We have not made payments to our non-executive directors other than the fees and stock awards described above and reimbursement of reasonable travel and other expenses incurred in connection with attending meetings of the Board and its committees. In 2024, certain directors’ spouses accompanied directors to Board meetings. In these instances, we paid or reimbursed the director for the cost of travel and related meals, facility expenses and corporate gifts, and paid the associated Irish benefit in kind taxes. The following table summarizes the total compensation earned by each Smurfit Westrock non-executive director in 2024, following the Combination. No additional compensation is provided for any executive’s service on our Board. See “Compensation Discussion and Analysis” and the accompanying tables, below, regarding compensation provided to Messrs. Smurfit and Bowles.

  50. Director Compensation — Smurfit Westrock

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Colleen F. Arnold | 58,356 | — | 6,651 | 65,007 | | Timothy J. Bernlohr | 68,082 | — | — | 68,082 | | Terrell K. Crews | 70,514 | — | 26,157 | 96,671 | | Carol Fairweather | 68,082 | 87,487 | — | 155,569 | | Mary Lynn Ferguson-McHugh | 58,356 | 87,487 | — | 145,843 | | Irial Finan | 116,712 | 137,498 | 20,248 | 274,458 | | Suzan F. Harrison | 58,356 | — | 205 | 58,561 | | Kaisa Hietala | 68,082 | 87,487 | — | 155,569 | | Lourdes Melgar | 58,356 | 87,487 | — | 145,843 | | Jørgen Buhl Rasmussen | 58,356 | 87,487 | 1,120 | 146,963 | | Dmitri L. Stockton(4) | 58,356 | — | — | 58,356 | | Alan D. Wilson | 58,356 | — | 18,813 | 77,169 |

  51. Director Compensation — Smurfit Westrock

    (1) The amounts reflected for directors who previously served on the Smurfit Kappa board of directors or WestRock board of directors do not include any fees they received for such service prior to the Combination, consistent with applicable SEC guidance. (2) Amounts in this column reflect the aggregate grant date fair value of RSUs granted to each director during the portion of 2024 following the Combination, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) based on the closing price of Smurfit Westrock ordinary shares on August 2, 2024, the date of grant, of $41.78. As noted these were only awarded to former Smurfit Kappa directors as former WestRock directors had received an award for 2024 prior to completion of the Combination and which was vested and distributed to them on completion of the Combination. (3) Amounts in this column include the aggregate incremental cost to the Company of travel and related meals, facility expenses and corporate gifts ($13,295 for Mr. Crews, $9,476 for Mr. Wilson, and $10,529 for Mr. Finan), the cost of tax planning services ($590 for each of Messrs. Crews and Wilson), and payment for taxes incurred in connection with such benefits in kind ($6,651 for Ms. Arnold, $12,272 for Mr. Crews, $9,719 for Mr. Finan, $205 for Ms. Harrison, $1,120 for Mr. Rasmussen and $8,747 for Mr. Wilson). (4) Dmitri L. Stockton is not standing for election at this AGM and will no longer be serving on any committees of the Board as of the conclusion of this AGM. Carole L. Brown joined the Board in March 2025 and, therefore, did not receive any director compensation in 2024. As of December 31, 2024, each of the non-executive directors held outstanding RSUs as shown in the table on the following page. In addition, each of Ms. Arnold, Mr. Stockton, and Mr. Wilson held fully vested deferred RSUs under the legacy WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors as follows: Ms. Arnold — 25,901 RSUs; Mr. Stockton — 11,139 RSU; Mr. Wilson — 54,791 RSUs. These RSUs were granted in respect of their service as non-executive directors of WestRock prior to the Combination. In connection with the Combination, these RSUs were converted into RSUs in respect of Smurfit Westrock ordinary shares, and will be settled in accordance with their terms.

  52. Director Compensation — Smurfit Westrock

    | | 37 | 2025 PROXY STATEMENT |

  53. Director Compensation — Smurfit Westrock

    Director Compensation

  54. Director Compensation — Smurfit Westrock

    | Name | Unvested RSUs (#) | | Colleen F. Arnold | — | | Timothy J. Bernlohr | — | | Terrell K. Crews | — | | Carol Fairweather | 2,119 | | Mary Lynn Ferguson-McHugh | 2,119 | | Irial Finan | 3,330 | | Suzan F. Harrison | — | | Kaisa Hietala | 2,119 | | Lourdes Melgar | 2,119 | | Jørgen Buhl Rasmussen | 2,119 | | Dmitri L. Stockton | — | | Alan D. Wilson | — |

  55. Legacy Director Compensation Pre-Combination

    Legacy Director Compensation Pre-Combination Compensation for the non-executive directors of Smurfit Kappa prior to the Combination must be disclosed as required by SEC rules. The compensation consisted of a basic annual cash fee and cash fees for additional board responsibilities (e.g., Senior Independent Director and chair or membership of a committee). Additional fees were available where the time commitment in a particular year was significantly more than anticipated. The table below sets out a summary of Smurfit Kappa non-executive director annualized fees for 2024 although these were only paid until July 2024. The amounts below were agreed and approved in Euros and are presented in U.S. dollars in the table based on the average daily exchange rate for 2024 — 1.0816 U.S. Dollars per Euro.

  56. Legacy Director Compensation Pre-Combination

    | Annual Non-Executive Chair Cash Retainer | $409,450 | | Non-Executive Director Annual Cash Retainer | $81,890 | | Additional Annual Cash Retainers | | | Senior Independent Director | $70,192 | | Committee Chairs | $70,192 | | Committee Members | $23,397 |

  57. Legacy Director Compensation Pre-Combination

    The following table summarizes the total compensation earned by each Smurfit Westrock non-executive director who served as a non-employee director of Smurfit Kappa during 2024 up until the completion of the Combination in July 2024. No additional compensation was provided for any executive’s service on the Smurfit Kappa board of directors. See “Compensation Discussion and Analysis” and the accompanying tables, below, regarding compensation provided to Messrs. Smurfit and Bowles.

  58. Legacy Director Compensation Pre-Combination

    | Name(1) | Fees Earned or Paid in Cash ($) | Total ($) | | Irial Finan (Chair) | 210,334 | 210,334 | | Carol Fairweather | 78,124 | 78,124 | | Mary Lynn Ferguson-McHugh | 54,086 | 54,086 | | Kaisa Hietala | 78,124 | 78,124 | | Lourdes Melgar | 54,086 | 54,086 | | Jørgen Buhl Rasmussen | 78,124 | 78,124 |

  59. Legacy Director Compensation Pre-Combination

    Paid in Euros and presented in U.S. dollars in the table based on the average daily exchange rate for 2024 — 1.0816 U.S. Dollars per Euro.

  60. Legacy Director Compensation Pre-Combination

    | | 38 | 2025 PROXY STATEMENT |

  61. Legacy Director Compensation Pre-Combination

    The Dodd-Frank Act enables our shareholders to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs for the portion of the fiscal year ended December 31, 2024, that follows the Combination pursuant to the SEC’s compensation disclosure rules (commonly referred to as a “say-on-pay” vote). The Compensation Discussion and Analysis, compensation tables and narrative discussion describe our compensation philosophy and objectives, our executive compensation program, and compensation decisions relating to our NEOs for the portion of the fiscal year ended December 31, 2024, that follows the Combination. This advisory vote is not intended to address any specific element of compensation, but rather relates to the overall compensation of our NEOs, as described in this Proxy Statement. We urge our shareholders to review the Compensation Discussion and Analysis, compensation tables and narrative discussion for more information. The text of the resolution in respect of Proposal 2 is as follows: “RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.” The resolution in respect of this Proposal 2 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast at the AGM, in person or by proxy. This resolution will not be binding on the Board or the Compensation Committee. However, the Board and the Compensation Committee will review and consider the results of this Proposal 2 when making future compensation decisions for our named executive officers. If shareholders approve the “One Year” option as the frequency of future say-on-pay votes under Proposal 3, we expect that we will conduct our next say-on-pay vote at the 2026 annual general meeting of shareholders.

  62. Legacy Director Compensation Pre-Combination

    | Board Recommendation | | | 2 | NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | | The Board, upon recommendation of the Compensation Committee, unanimously recommends a vote “FOR” the approval, on a non-binding, advisory basis, of the compensation of the named executive officers for the portion of the fiscal year ended December 31, 2024, that follows the Combination, as disclosed in this Proxy Statement. |

  63. Legacy Director Compensation Pre-Combination

    | | 39 | 2025 PROXY STATEMENT |

  64. Legacy Director Compensation Pre-Combination

    In accordance with Section 14A of the Exchange Act, which was added by the Dodd-Frank Act and the related SEC rules promulgated thereunder, we are seeking the input of our shareholders on the frequency with which we will hold a non-binding, advisory vote by our shareholders to approve the compensation of our NEOs (commonly known as the “say-on-frequency” vote). In voting for this Proposal 3, shareholders are provided with four choices. Shareholders may indicate their preference as to whether the advisory vote to approve the compensation of the NEOs should occur with a frequency of one year, two years, three years, or shareholders may abstain from making a recommendation. The Board will take into consideration the outcome of the vote on this proposal in making a determination about the frequency of future non-binding, advisory vote by our shareholders to approve the compensation of our NEOs. The Board unanimously recommends that the non-binding, advisory vote by our shareholders to approve the compensation of our NEOs occur every one year, because it will allow our shareholders to provide frequent, direct input on our compensation policies and practices, and the resulting compensation of our NEOs. Shareholders will have the opportunity to consider our most recent compensation decisions in the context of our pay for performance policy and focus on increasing long-term shareholder value, and to provide feedback in a timely way. Finally, the Board believes an annual advisory shareholder vote promotes corporate transparency. The text of the resolution in respect of Proposal 3 is as follows: “RESOLVED, that the shareholders approve, on a non-binding, advisory basis, that the Company provide the shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers with a frequency of One Year, Two Years or Three Years or that the shareholders have abstained from making a recommendation.” The resolution in respect of this Proposal 3 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast at the AGM, in person or by proxy. However, because there are four possible alternatives, it is possible that no frequency will receive the affirmative vote of a simple majority of the votes cast. In that case, the Board has determined that it will consider the frequency that receives the highest number of votes pursuant to this Proposal 3 to be the frequency supported by the Company’s shareholders. However, this say-on-frequency vote is not binding on the Board.

  65. Legacy Director Compensation Pre-Combination

    | Board Recommendation | | | 3 | NON-BINDING, ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE NON-BINDING, ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | | The Board, upon recommendation of the Compensation Committee, unanimously recommends a vote for a frequency of “ONE YEAR” for future non-binding, advisory votes to approve the compensation of our named executive officers. |

  66. Legacy Director Compensation Pre-Combination

    | | 40 | 2025 PROXY STATEMENT |

  67. Legacy Director Compensation Pre-Combination

    | Compensation Discussion and Analysis | 41 | | Identification of Named Executive Officers | 41 | | Executive Compensation Overview | 42 | | Primary Elements of our Executive Compensation Program and 2024 Highlights | 45 |

  68. Legacy Director Compensation Pre-Combination

    | Components of our Executive Compensation Program | 46 | | Executive Compensation Process and Decision-Making | 54 | | Additional Information | 56 | | Compensation Committee Report | 58 |

  69. Executive Compensation Overview

    Executive Compensation Overview Introduction As has been described in this Proxy Statement, Smurfit Westrock was created in July 2024, following a strategic combination between Smurfit Kappa and WestRock, with approximately 100,000 employees across 40 countries and with an aim of being the “go-to” packaging partner of choice. As a newly U.S. listed, Irish public company, it was essential to establish a compensation program that at its foundation was appropriate for a global company of our size and scale and that was in the best interests of our Company and our shareholders. It was also essential to ensure that the program developed would serve to drive the performance and retention of our leadership team, whose experience and track record of delivery on key strategic and financial goals are critical to the integration and success of Smurfit Westrock. This section summarizes our 2024 compensation decisions, including the fundamental principles of our compensation philosophy, key designs that work to implement our compensation philosophy as Smurfit Westrock, and our compensation related best practices. 2024 Compensation Decisions Our Compensation Committee sought to ensure that our executive compensation levels and the elements of our executive compensation program design were appropriate for a U.S. listed company of our size. Based on advice of its independent compensation consultant, Semler Brossy, the Compensation Committee selected a peer group and set pay levels to be competitive with the companies in that peer group. The Compensation Committee was further informed by the legacy compensation philosophies and programs in place for both of Smurfit Kappa and WestRock. Our NEOs other than Mr. Garren were executives of Smurfit Kappa prior to the Combination, and our Compensation Committee took into account all compensation earned by these executives in 2024 (including compensation paid by Smurfit Kappa prior to the Combination) to ensure a seamless transition of executive leadership and operations through 2024. In 2024, our Compensation Committee:

  70. Executive Compensation Overview

    | | Made key compensation decisions and took actions which laid the foundation for our compensation philosophy and guiding principles for our executive compensation program. | | | Selected a compensation peer group to assist the Compensation Committee in determining competitive pay levels, which peer group is intended to reflect our status as anewly U.S. listed, Irish public company and as a leading global provider of paper-based packaging solutions. | | | Guided by the independent compensation consultant, developed a strategy to bridge the legacy Smurfit Kappa and WestRock compensation programs with our new compensation programs in a manner that acknowledged our larger footprint and our goals as a new company. |

  71. Primary Elements of our Executive Compensation Program and 2024 Highlights

    | | Element and Form of Compensation | Jul – Dec 2024 | 2025 | Relationship to Compensation Principles | | | Base Salary | • Reviewed annually, and adjusted as appropriate. • As discussed below, base salaries were set by the Compensation Committee in 2024 at the time of the Combination, and no changes were made to base salaries for 2025. | | • Attracts and retains executives by providing fixed compensation. • Aligns the competitiveness of our NEOs’ compensation with the companies in our Compensation Peer Group, reflects the responsibilities of the NEOs, and accounts for internal equity. | | Performance-Based | Annual Incentive Plan (AIP) | • For the Jul – Dec 2024 performance period, our AIP performance metric was Adjusted EBITDA*. This was a measure bothSmurfit Kappa and WestRock had employed in their compensation programs, and helped to reinforce the importance of starting the period following the Combination (as we began to operate as a newly U.S. listed, Irish public company) with strong earnings, and accounted for the ongoing integration of Smurfit Kappa and WestRock in 2024. | • For 2025, our Compensation Committee expanded performance metrics under the AIP to include multiple performance goals appropriate for our first full fiscal year, which will be described in detail in our 2026 annual proxy statement. | • Incentivizes NEOs to achieve clearly-defined, challenging annual performance levels aligned with our business strategy and shorter-term goals. | | | Long-Term Equity Incentive Awards | • In 2024, 100% of our long-term equity incentive awards were performance-based, delivered in the form of PSUs vesting over a multi-year performance period based on achievement against a relative TSR performance goal. | • In 2025, our long-term equity incentive awards continue to be primarily performance-based, consisting of 75% PSUs and 25% service-based RSUs (on a grant date value basis). • RSUs vest in substantially equal annual installments over three years, subject to continued service, and PSUs vest following the completion of a three-year performance period based on achievement of pre-set performance metrics and continued service. | • Rewards and incentivizes performance and creation of long-term shareholder value. • Designed to retain NEOs and aligns compensation with shareholder interests. |

  72. Components of Executive Compensation Program

    Components of Executive Compensation Program This section provides greater detail on the components of our 2024 executive compensation program, as well as detail regarding the relationship between our executive compensation program and the 2024 compensation paid by Smurfit Kappa to our NEOs who were previously Smurfit Kappa executives. Base Salary Base salaries provide for a fixed level of total compensation that is determined by taking into account the applicable NEO’s experience and job scope as well as compensation levels of similarly-situated executive officers of our Compensation Peer Group (described in greater detail under the heading “Executive Compensation Process and Decision-Making — Compensation Peer Group”). With respect to NEOs other than Mr. Garren, in connection with the Combination, and in connection with the approval of the respective NEO’s service contract or offer letter (as described below under the heading “Other Compensation— Service Contracts, Offer Letters and Post-Termination Compensation”), the following adjustments to the annualized base salaries of our NEOs went into effect at the time of the Combination. These adjustments were intended to align the competitiveness of our NEOs’ compensation with the companies in our Compensation Peer Group, reflect our status as a newly U.S. listed, Irish public company, reflect the increased responsibilities of each NEO’s position following the Combination, and take into account internal equity. The annualized 2024 base salaries of each NEO prior to and following the Combination are shown below. The values shown differ from the values set forth in the “Summary Compensation Table,” which shows actual base salary received by each of the NEOs in 2024, as converted to U.S. dollars. With respect to all NEOs, in connection with the Combination, the Compensation Committee determined base salaries in U.S. Dollars and, for those NEOs who are paid in Euros (Messrs. Smurfit, Bowles and Mayer), converted these amounts to Euros. Going forward, the Compensation Committee intends to set annual base salaries in local currency to the extent applicable.

  73. Components of Executive Compensation Program

    (1) To create a consistent presentation, reflects all amounts in U.S. Dollars, with conversion from Euros (for those NEOs who are paid in Euros) based on an exchange rate of 1.0816 U.S. Dollars per Euro, which represents the average daily exchange rate for 2024. Annual Incentive Compensation Summary Our NEOs’ 2024 annual incentive compensation consisted of two (or in the case of Mr. Garren, one) component(s): for Jan – Jun 2024, those NEOs who were Smurfit Kappa executives prior to the Combination participated in the Smurfit Kappa bonus program (the “SKG Plan”) and for the period following the Combination when we began to operate as a newly U.S. listed, Irish public company, all of our NEOs participated in the AIP. Going forward, in 2025, our NEOs will participate in our go-forward AIP, covering a full fiscal year as a combined organization. For purposes of the discussion that follows we have generally summarized the key terms of our 2024 annual incentive compensation (and elements of our 2025 annual incentive compensation relevant to our shareholders’ understanding of our 2024 annual incentive compensation) and have focused on the Jul – Dec 2024 AIP and the 2025 AIP, as both of these reflect the approach the Compensation Committee used in establishing go-forward compensation. We view these compensation programs to be most relevant to our shareholders’ understanding of our Compensation Committee’s compensation philosophy. We also present information related to

  74. 2024 Annual Incentive Design

    2024 Annual Incentive Design

  75. 2024 Annual Incentive Design

    | SKG Plan (Jan – Jun 2024) | | AIP (Jul – Dec 2024) | | • Consistent with the Smurfit Kappa Remuneration Committee- and shareholder-approved remuneration policy | | • Approved by our Compensation Committee | | • Measured performance based on financial (Adjusted EBIT and free cash flow) and non-financial performance goals determined to be appropriate for Smurfit Kappa | | • Measured performance based on Adjusted EBITDA, which was chosen as an appropriate metric that both Smurfit Kappa and WestRock had employed in their compensation programs, that reinforced the importance of starting the period following the Combination when we began to operate as a newly U.S. listed, Irish public company with strong earnings performance, and that accounted for the ongoing integration of Smurfit Kappa and WestRock | | • Payouts approved by the Compensation Committee as described below | | • Payouts approved by the Compensation Committee as described below |

  76. 2024 Annual Incentive Design

    The AIP is intended to reinforce corporate, organizational, and other goals, to promote performance, to ensure a link between pay and performance, and to retain our employees. Under the AIP, our NEOs are eligible for an annual cash bonus based on achievement of performance goals established by the Compensation Committee. Our Compensation Committee established target AIP award levels that are intended to align the competitiveness of our NEOs’ compensation with the companies in our Compensation Peer Group. In setting target AIP award levels, the Compensation Committee took into account annual incentive compensation that our NEOs (other than Mr. Garren) were eligible to receive under the SKG Plan in respect of the period from Jan — Jun 2024 prior to the Combination. The following table shows our NEOs’ 2024 annual incentive compensation opportunities with respect to, as applicable, (i) the SKG Plan (Jan – Jun 2024), at maximum and (ii) the AIP, at target (Jul – Dec 2024).

  77. 2024 Annual Incentive Design

    | | SKG Plan (Jan – Jun 2024) | Target AIP Award (Jul – Dec 2024) | | | Named Executive Officer | ($)(1) | ($)(1) | Total | | Anthony Smurfit | 1,000,172 | 1,312,744 | 2,312,916 | | Ken Bowles | 614,182 | 593,863 | 1,208,045 | | Laurent Sellier | 466,440 | 337,500 | 803,940 | | Saverio Mayer | 554,189 | 309,421 | 863,610 | | Ben Garren | — | 244,826 | 244,826 |

  78. 2024 Annual Incentive Design

    With respect to all NEOs, in connection with the Combination, the Compensation Committee determined compensation opportunities in U.S. Dollars and, for those NEOs who are paid in Euros (Messrs. Smurfit, Bowles and Mayer), converted these amounts to Euros. Going forward, the Compensation Committee intends to set compensation opportunities in local currency to the extent applicable. To create a consistent presentation, these amounts are shown in U.S. Dollars based on an exchange rate of 1.0816 U.S. Dollars per Euro, the average daily exchange rate for 2024.

  79. 2024 Annual Incentive Design

    | | 47 | 2025 PROXY STATEMENT |

  80. 2025 Annual Incentive Design

    2025 Annual Incentive Design For 2025 — our first full fiscal year as a newly U.S. listed, Irish public company — to further align our NEOs’ annual incentive cash opportunities with our business imperatives and financial and strategic goals, the Compensation Committee approved the following performance metrics under the AIP, with the following relative weightings:

  81. 2025 Annual Incentive Design

    | 80% Financial Performance | 35% | Adjusted EBITDA | | | 35% | Free Cash Flow | | | 10% | Synergies | | 20% Strategic Performance | 10% | Health and Safety (Total Recordable Incident Rate “TRIR”) | | | 10% | Personal and Individual Strategic Priorities (including sustainability, engagement and belonging) |

  82. 2025 Annual Incentive Design

    Our Compensation Committee believes that these performance metrics are appropriate for 2025, with 80% of our 2025 AIP goals measuring the following financial performance metrics: Adjusted EBITDA (our core operations excluding non-recurring or non-operational items), Free Cash Flow (our ability to generate cash to fund operations and key business investments) and Synergies (our ability to achieve the synergy targets agreed with our Board by 2025 fiscal year-end) and 20% of our 2025 AIP goals measuring strategic goals such as Health & Safety and Personal and Individual Strategic Goals (including sustainability, engagement and belonging). Each metric will be calculated as set forth in the 2025 AIP. The 2025 AIP will be described in detail in our 2026 annual proxy statement.

  83. In Detail: Determination of 2024 AIP Performance (Jul – Dec 2024)

    In Detail: Determination of 2024 AIP Performance (Jul – Dec 2024) As discussed above, the Compensation Committee selected Adjusted EBITDA as the sole metric under the AIP for Jul – Dec 2024, as this was a metric that both Smurfit Kappa and WestRock had employed in their compensation programs, it reinforced the importance of starting the period following the Combination when we began to operate as a newly U.S. listed, Irish public company with strong earnings performance, and it accounted for the ongoing integration of Smurfit Kappa and WestRock. Payout values are interpolated between performance levels, and performance below the threshold level results in no payout. In determining actual 2024 AIP payouts, the Compensation Committee reviewed Company performance against the Adjusted EBITDA performance goals and determined that Adjusted EBITDA of $2.431 billion was achieved, resulting in a payout percentage of 128.90% of each NEO’s target annual incentive awards under the AIP, as shown in the following table. For this purpose, “Adjusted EBITDA” relates to the post-Combination period and is determined as net income before income tax expense, depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service expense, net, share-based compensation expense, other (expense) income, net, impairment of goodwill and other assets, amortization of fair value step up on inventory, transaction and integration-related expenses associated with the Combination and other specific items that management believes are not indicative of the ongoing operating results of the business.

  84. In Detail: Determination of 2024 AIP Performance (Jul – Dec 2024)

    | | 48 | 2025 PROXY STATEMENT |

  85. In Detail: Determination of 2024 AIP Performance (Jul – Dec 2024)

    The bonuses payable under our AIP for Jul – Dec 2024 were determined as follows:

  86. In Detail: Determination of 2024 AIP Performance (Jul – Dec 2024)

    | Named Executive Officer | Target AIP Award (Jul – Dec 2024) (% of Base Salary) | Target AIP Award (Jul – Dec 2024) ($)(1) | Payout Percentage (% of target) | Final AIP Award (Jul – Dec 2024) ($)(1) | | Anthony Smurfit | 175% | 1,312,744 | 128.90% | 1,692,127 | | Ken Bowles | 125% | 593,863 | 128.90% | 765,490 | | Laurent Sellier | 75% | 337,500 | 128.90% | 435,038 | | Saverio Mayer | 75% | 309,421 | 128.90% | 398,844 | | Ben Garren | 75% | 244,826 | 128.90% | 315,580 |

  87. In Detail: Determination of 2024 AIP Performance (Jul – Dec 2024)

    (1) With respect to all NEOs, in connection with the Combination, the Compensation Committee determined compensation opportunities in U.S. Dollars and, for those NEOs who are paid in Euros (Messrs. Smurfit, Bowles and Mayer), converted these amounts to Euros. Going forward, the Compensation Committee intends to set compensation opportunities in local currency to the extent applicable. To create a consistent presentation, these amounts are shown in U.S. Dollars based on an exchange rate of 1.0816 U.S. Dollars per Euro, the average daily exchange rate for 2024.

  88. In Detail: Determination of 2024 SKG Plan Performance (Jan – Jun 2024)

    Under the SKG Plan, the target bonus opportunity in respect of a fiscal year was 75% of base salary and the maximum bonus was 150% of base salary, and bonuses were historically paid 50% in cash and 50% in deferred share units under the Smurfit Kappa Deferred Bonus Plan (“DBP Award”) as described below under the heading “Long-Term Incentive Plan”. However, consistent with practices within the Compensation Peer Group, the Smurfit Kappa Remuneration Committee determined that 2024 bonuses under the SKG Plan would be paid fully in cash, with no portion of the bonuses delivered as DBP Awards. Further, 2024 bonuses under the SKG Plan were pro-rated based on the number of months that the applicable NEO was employed during 2024, through June 30, 2024. Actual financial results disclosed below are based on Smurfit Kappa’s financial statements for the relevant periods, which were prepared in accordance with the IFRS EU accounting standards. Given that these results represent the actual performance numbers used by the Smurfit Kappa Remuneration Committee, these numbers have not been revised to conform to U.S. GAAP. For purposes of determining the annual bonus achieved through June 30, 2024, Adjusted EBIT was €647 million, determined as net income before taxes, interest expense net, impairment of other assets, transaction-related expenses associated with the Combination, restructuring costs, legislative or regulatory fines and reimbursements, share-based compensation expense, pension expense (excluding current service cost) and other (expense) income.

  89. SKG Plan Jan – Jun 2024 Messrs. Smurfit and Bowles Performance

    | Performance Metrics | Weighting | Threshold | Target | Maximum | Actual | Resultant Payout (% of Maximum) | | Adjusted EBIT | 35% | €414M | €549M | €685M | €647M | 30.11% (86%) | | FCF | 35% | €(162)M | €(65)M | €32M | €30M | 34.63% (99%) | | Health, Safety and Wellbeing | 10% | 100% payout for Group TRIR less than 0.55 | | | 0.465 | 10.00% (100%) | | Personal/Strategic Goals | 20% | Strong progress against goals (described below) | | | | 20.00% (100%) | | Total | | | | | | 94.74% |

  90. Mr. Sellier Performance

    | Performance Metrics | Weighting | Threshold | Target | Maximum | Actual | Resultant Payout (% of Maximum) | | Adjusted EBIT | 20% | €414M | €549M | €685M | €647M | 17.21% (86%) | | Group FCF | 20% | €(162)M | €(65)M | €32M | €30M | 19.79% (99%) | | Americas EBIT | 30% | €138M | €196M | €255M | €217M | 20.17% (67%) | | Americas FCF | 20% | €(128)M | €(79)M | €(31)M | €(13)M | 20.00% (100%) | | Health, Safety and Wellbeing | 10% | 100% payout for Americas TRIR less than 0.55 | | | 0.364 | 10.00% (100%) | | Total | | | | | | 87.17% |

  91. Mr. Mayer Performance

    | Performance Metrics | Weighting | Threshold | Target | Maximum | Actual | Resultant Payout (% of Maximum) | | Adjusted EBIT | 20% | €414M | €549M | €685M | €647M | 17.21% (86%) | | Group FCF | 20% | €(162)M | €(65)M | €32M | €30M | 19.79% (99%) | | Europe EBIT | 30% | €293M | €427M | €562M | €478M | 20.69% (99%) | | Europe FCF | 20% | €24M | €121M | €218M | €183M | 16.38% (82%) | | Health, Safety and Wellbeing | 10% | 100% payout for Europe TRIR less than 0.55 | | | 0.555 | 7.50% (75%) | | Total | | | | | | 81.57% |

  92. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    | A. Smurfit | | Payout (%) | | Creating Talent Pipeline (5%) | • Identified leaders for the future Ready Soon Leadership (1-3 yrs) & Ready Later (5+yrs) successors for critical roles in addition to creating robust internal and external development plans for such successors. • Ensured retention and attraction of key talent for Smurfit Kappa’s success, including strong employee engagement. | 100% | | Strategy & Merger (10%) | • Development of integration plan, organization design, verifying synergies; Development of North America headquarters, Combined Strategic Plan. • Delivery of strategic plan for legacy business in line with original plan (and updated 2022 and 2023) continued focus on European/Latin American business development. | 100% | | Digital Transformation (2.5%) | • Continued implementation and evolvement of the multi-functional Digital Strategy transformation plan and delivery on operational efficiencies. • Commenced final step of the reorganization of the three-year roadmap. | 100% | | Sustainability (2.5%) | • Achieved all of Groups Better Planet 2050 targets; inauguration of solar farm in Sanguesa and lime kiln in Nervion. | 100% |

  93. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    | K. Bowles | | Payout (%) | | Creating Talent Pipeline (5%) | • Prepared a detailed succession plan for the Group CFO role and developed the finance structure/organization to grow talent and capability for the future, considering both internal and external talent. | 100% | | Strategy & Merger (10%) | • Continued engagement in creating business synergies in connection with the merger; delivered strategic plan regarding ongoing investments and potential further acquisition targets. | 100% | | Digital Transformation (2.5%) | • Commenced final step of the reorganization of the three-year roadmap. • Harmonized the ways of working for the nine core IT capabilities across 50% of the regional support teams. | 100% | | Sustainability (2.5%) | • Achieved all of Groups Better Planet 2050 targets; inauguration of solar farm in Sanguesa and lime kiln in Nervion. | 100% |

  94. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    | Named Executive Officer | SKG Plan Opportunity (Jan – Dec 2024) ($)(1) | Payout Percentage (% of opportunity) | Final SKG Plan Award ($)(1) | | Anthony Smurfit | 1,000,172 | 94.74% | 947,563 | | Ken Bowles | 614,182 | 94.74% | 581,876 | | Laurent Sellier | 466,440 | 87.17% | 406,596 | | Saverio Mayer | 554,189 | 81.57% | 452,052 |

  95. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    Long-Term Incentive Compensation Summary This section describes our long-term incentive program. As with other elements of our executive compensation programs, our long-term incentive compensation program for 2024 reflects the Jul – Dec 2024 period following the Combination when we began to operate as a newly U.S. listed, Irish public company. Our NEOs’ 2024 long-term incentive compensation program consisted of the following: (i) our LTI Plan, which was adopted in connection with the Combination and pursuant to which we may grant awards to eligible employees (including the NEOs), directors and consultants or independent contractors to retain such persons and to align their interests with the achievement of sustainable long-term growth and performance; and (ii) Smurfit Kappa’s Performance Share Plan (“PSP”), pursuant to which our NEOs (other than Mr. Garren) were granted PSP awards prior to the Combination (‘‘PSP Awards”). The LTI Plan is the only plan under which we granted equity awards following the Combination. During 2024, we did not grant stock options or stock option-like awards. Further, during 2024, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. 2024 Long-Term Incentive Awards Our Compensation Committee approved a target long-term incentive opportunity for each of our NEOs, informed by their review of long-term incentive opportunities in our Compensation Peer Group and intended to reflect our U.S.-listed status and expanded geographical and industry footprint, to align pay to performance, and to motivate our executives to execute a significant multi-year integration for long-term success. In determining the target annual long-term incentive opportunity for each of the NEOs, the Compensation Committee considered each executive’s level of responsibility and experience, the executive’s overall target total direct compensation, and market-competitive compensation aligned with the companies in our Compensation Peer Group. The Compensation Committee determined the size of the NEOs’ LTI Plan grants in respect of the portion of 2024 that followed the Combination by taking into account any Smurfit Kappa PSP awards received by the NEO in 2024 (assuming 100% performance achievement), and determining the number of PSUs that, when taken together with the PSP Awards, aligned with the applicable NEO’s target long-term incentive opportunity as approved by the Compensation Committee. The target long-term incentive opportunity for each of our NEOs was based on a performance period commencing upon the Combination and ending on December 31, 2026.

  96. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    | Named Executive Officer | Smurfit Kappa PSPs (March 2024 Grant) (#) | Smurfit Kappa PSP Grant Value ($)(1) | Smurfit Westrock PSUs (August 2024 Grant) (#) | Smurfit Westrock PSU Target Value ($)(1) | Target 2024 LTI Opportunity ($)(1) | | Anthony Smurfit | 76,676 | 3,339,766 | 144,452 | 6,035,234 | 9,375,000 | | Ken Bowles | 38,610 | 1,681,705 | 24,572 | 1,026,628 | 2,708,333 | | Laurent Sellier | 28,285 | 1,243,840 | 15,106 | 631,160 | 1,875,000 | | Saverio Mayer | 33,989 | 1,480,436 | 9,443 | 394,564 | 1,875,000 | | Ben Garren | — | — | 25,929 | 1,083,333 | 1,083,333 |

  97. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    (1) The values shown above are based on the values used by the Compensation Committee to determine the number of PSUs for each of the NEOs and differs from the grant date values set forth in the “Summary Compensation Table” below, which is calculated in accordance with FASB ASC Topic 718. PSP Awards granted to our NEOs under the PSP in March 2024 vest over a three-year performance period (ending December 31, 2026) and are generally subject to continued service through the end of the performance period. In connection with the Combination, the performance measures applicable to each PSP Award were deemed achieved at 100%, and each PSP Award was converted into an award in respect of Company shares covering the same number of Smurfit Westrock ordinary shares as covered by the original PSP Award, and otherwise continue to vest generally subject to continued employment through the end of the performance period. PSUs granted to our NEOs under the LTI Plan in 2024 vest from 0% to 200% of target based on our total shareholder return (“TSR”) relative to the TSR of companies in the S&P 500. TSR is calculated as the average of the closing price of shares during the 20 consecutive trading days ending on the last trading day of the performance period, minus the average of the closing price of shares during the 20

  98. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    consecutive trading days beginning with the first trading day during the performance period (the “beginning stock price”) plus dividends paid during the performance period (deemed reinvested in the underlying shares), divided by the beginning stock price. The PSU performance period for PSUs granted in August 2024 is the period commencing on and including July 8, 2024, and ending December 31, 2026. Straight-line interpolation is applied for any attained percentile between two of the levels. Relative TSR was chosen as the metric applicable to 2024 PSU awards to provide immediate alignment with Smurfit Westrock shareholders entering the period following the Combination when we began to operate as a newly U.S. listed, Irish public company.

  99. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    | Relative TSR Percentile | Percentage of Target PSUs Earned | | Below 25th Percentile | 0% | | 25th Percentile | 50% | | 50th Percentile | 100% | | 75th Percentile or Above | 200% |

  100. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    2025 Long-Term Incentive Awards Beginning with 2025 annual long-term incentive awards, our Compensation Committee intends to grant annual equity awards, consisting primarily of performance-based awards, with PSUs representing 75% of the grant date value for each NEO and RSUs representing the remaining 25% of the grant date value for each NEO. For the 2025-2027 performance period, the Compensation Committee approved PSUs subject to the following performance metrics, weighted as follows: Adjusted Cumulative EPS (our earnings per share for each completed year in the performance period, adjusted to exclude certain non-recurring costs) (30%), Average ROCE (our average return on capital employed over the performance period) (30%) and Relative TSR (our percentile rank relative to the TSR of the companies included in the S&P 500 over the performance period) (40%). Each metric will be calculated as set forth in the applicable award agreement. The 2025 annual long-term incentive awards will be described in greater detail in our 2026 annual proxy statement. Legacy Awards In addition to the PSP Awards and PSUs, prior to the Combination, Messrs. Smurfit, Bowles, Sellier and Mayer were granted awards under the Smurfit Kappa Deferred Bonus Plan (the “DBP”) which formed part of their annual incentive in respect of 2023. As described above under the heading “Determination of 2024 SKG Plan Awards,” annual incentive cash awards under the SKG Plan were historically paid 50% in cash and 50% in DBP Awards granted in the first quarter of the fiscal year following the fiscal year to which the annual incentive cash awards related. DBP Awards vest at the end of a three-year period following the date of grant generally subject to continued service through the applicable vesting date. In March 2024, Messrs. Smurfit, Bowles, Sellier and Mayer received 50% of their 2023 annual incentive cash awards under the SKG Plan in the form of DBP Awards which respectively were 21,304 Smurfit Westrock ordinary shares, 13,082 Smurfit Westrock ordinary shares, 8,999 Smurfit Westrock ordinary shares, and 10,907 Smurfit Westrock ordinary shares. In connection with the Combination, each outstanding DBP Award was converted into an award in respect of Company shares covering the same number of shares as covered by, and otherwise subject to the same terms and conditions as applied to, such DBP Award as of immediately prior to the Combination. Other Compensation Combination-Related Compensation Decisions Approved by the Smurfit Kappa Remuneration Committee In connection with the announcement of the transaction contemplated by the Transaction Agreement in September 2023, the Smurfit Kappa Remuneration Committee agreed to put in place retention awards with certain of its key employees, including Messrs. Bowles, Sellier and Mayer, to ensure a successful combination. Mr. Smurfit did not receive a retention award. Each of Messrs. Bowles, Sellier and Mayer entered into retention bonus letters with Smurfit Kappa that were assumed by the Company in connection with the Combination and that provide for the following retention bonuses, which represent 18 months of their respective base salaries (or 12 months for Mr. Mayer) and are payable within 30 days of January 5, 2025 (for Messrs. Bowles and Sellier, which have been paid to Messrs. Bowles and Sellier) and July 5, 2025 (for Mr. Mayer), in each case, subject to their continued employment and satisfactory performance of their roles through the applicable date: Mr. Bowles €1,135,686, Mr. Sellier $897,000, and Mr. Mayer €683,173. The retention bonus letters also provide for payment in the event of certain qualifying terminations of employment, as described under “Potential Payments Upon Termination or Change in Control” below. Service Contracts, Offer Letters and Post-Termination Compensation Each of our NEOs has entered into a service contract or offer letter with the Company. In addition, in connection with the Combination, we adopted the Smurfit Westrock plc Executive Severance Plan (the “Executive Severance Plan”). Each of the NEOs other than

  101. SKG PlaN Jan – Jun 2024 Personal/Strategic Goals for Messrs. Smurfit and Bowles

    Mr. Garren are eligible participants in the Executive Severance Plan. Mr. Garren will not be eligible to participate in the Executive Severance Plan and will instead be eligible to receive severance payments pursuant to his offer letter with the Company. The service contracts and offer letters, and the key terms of the Executive Severance Plan, are described further under “Potential Payments upon Termination or Change in Control,” below. Our service contracts and offer letters with our NEOs and the Executive Severance Plan do not include guaranteed bonus amounts, “golden parachutes,” significant accelerated vesting of equity incentive awards or payments triggered solely by a change in control (i.e., no “single-trigger” payments), U.S. Internal Revenue Code section 280G or other excise tax gross-up payments related to a change in control, other than as may be required by local law. Consistent with our compensation philosophy, our NEOs’ compensation is tied to the NEOs’ own performance and the Company’s performance, rather than to long-term fixed employment agreements. 2024 Limited Perquisites and Other Benefits In 2024, we provided our NEOs certain limited perquisites as feature for executive retention and recruitment, are intended to be consistent with benefits typically offered in the respective regions where the NEOs are located, and are intended to be similar in scope and value to those offered by companies in our Compensation Peer Group. Each of our NEOs, other than Mr. Garren, is provided with a car benefit, either in the form of a car allowance or a company provided vehicle, which is a typical benefit within our Compensation Peer Group in the respective regions where these NEOs are located, and in 2024, Mr. Bowles received reimbursements in respect of professional and health club dues. In addition, under their service contracts, Messrs. Smurfit and Bowles are entitled to certain benefits that are typical within their Compensation Peer Group in the region(s) in which they are located and that are in part due to the fact that they are not eligible to participate in certain customary employee benefit plans (for example, a private group medical program) that are not currently offered in their region(s). Accordingly, Messrs. Smurfit and Bowles receive a cash allowance in lieu of employer pension contributions at a rate of 10% of their respective base salaries and an annual cash allowance of $10,000 each (paid in Euros at the applicable exchange rate) to cover private group medical costs. In connection with the Combination, and the related expansion of Mr. Sellier’s role, including the transition of the primary location of Mr. Sellier’s role, the Compensation Committee approved a one-time discretionary cash award to Mr. Sellier of $150,000, payable in calendar year 2024, subject to Mr. Sellier’s continued service through the date of payment. Our NEOs also generally participate in the same retirement, health, welfare and other benefits programs broadly available to salaried employees in the relevant regions, subject to eligibility criteria. Messrs. Sellier, Mayer, and Garren are also eligible to participate in the defined contribution pension plan applicable to their respective regions and receive a Company match in accordance with the terms of the applicable plan. In addition, Messrs. Smurfit, Bowles, Mayer and Garren have from time to time received limited travel benefits in the form of commuting and personal spousal travel; Messrs. Smurfit and Bowles have received customary corporate gifts of limited value; and each of our NEOs is provided with an executive physical, financial and tax planning services, executive life insurance coverage and long-term disability coverage, each of which benefits we view as being generally consistent with benefits provided by members of our Compensation Peer Group. During the January – June 2024 period prior to the Combination, Smurfit Kappa made apartment lease payments on behalf of, and paid housing allowances to, Messrs. Sellier and Mayer. With respect to November and December 2024, Smurfit Westrock made apartment lease payments on behalf of Mr. Sellier. These payments and benefits are not expected to be extended beyond 2024. A portion of the amount paid or reimbursed to Messrs. Smurfit, Bowles and Sellier for certain of the benefits described above covers taxes due in respect of the applicable payment or reimbursement. The benefits subject to this tax equalization are in respect of personal spousal travel expenses for Messrs. Smurfit and Bowles, dues for one professional organization for Mr. Bowles, and tax planning services, housing allowance and apartment lease payments for Mr. Sellier. The footnotes to the “Summary Compensation Table” provide additional detail regarding the applicable perquisites and other relevant benefits provided to our NEOs in 2024. We do not provide our NEOs with excise tax gross-ups for any payments in connection with a change in control.

  102. Executive Compensation Process and Decision-Making

    employment and severance arrangements for our executives; reviewing our Compensation Discussion and Analysis and related compensation disclosures required to be included in our annual report and proxy statement, and recommending these disclosures to the Board for inclusion in our annual report and proxy statement; annually reviewing and approving the composition of our Compensation Peer Group; periodically reviewing our stock ownership guidelines and our executives’ and non-executive directors’ compliance with such guidelines; reviewing and recommending to the Board the compensation program for our non-executive directors; and annually overseeing an assessment of risks related to our compensation policies and programs. The Compensation Committee has the authority to engage one or more compensation consultants to assist the Compensation Committee in performing its duties, including in evaluating the compensation paid to our Board and executives, in each case as appropriate to supplement its knowledge and to keep the Compensation Committee updated on current trends and practices. Role of the Compensation Consultant In December 2023, prior to and in connection with the Combination, Semler Brossy was engaged as an independent compensation consultant. During 2024, prior to the Combination, Semler Brossy provided services related to director and executive compensation practices, including reviewing and advising on: • A compensation peer group; • Compensation setting for executive officers, including market benchmarking of pay levels and Combination-related compensation actions; • Market competitive practices among peers and their relevance for the Company as they relate to incentive design and incentive goals for post-Combination programs; • Governance-related items including stock ownership guidelines, compensation clawback policies, treatment of incentives upon termination, executive severance agreements, and update on regulatory and governance trends; and • Compensation setting for our Board post-Combination, including market benchmarking of pay levels. In July 2024, post-Combination, the newly-formed Compensation Committee of the Company appointed Semler Brossy to serve as its independent compensation consultant. Beginning in July 2024, Semler Brossy participated in the Compensation Committee meetings and provided guidance with respect to executive compensation, compensation peer group, incentive design and incentive goals, and additional post-Combination compensation and related governance advice. Semler Brossy reports directly to the Company’s Compensation Committee. As part of the appointment process, the Company’s Compensation Committee reviewed the independence of Semler Brossy under NYSE and SEC rules and concluded that Semler Brossy is independent. In reaching this conclusion, the Company’s Compensation Committee considered factors relevant to the consultant’s independence, including the six factors set forth in the NYSE listing standards. Role of Management Our President & Group Chief Executive Officer reviews compensation for all of our NEOs other than himself and makes compensation recommendations to the Compensation Committee and the Board; however, the Compensation Committee makes the final determinations with respect to each NEO’s compensation. Our human resources department (including our Chief Human Resources Officer), finance and company secretarial departments support the Compensation Committee’s work and provide relevant data and guidance to the Compensation Committee and Board, as requested, to assist them in making compensation determinations and implementing those decisions. Our President & Group Chief Executive Officer and our Company Secretary attended all of the meetings of the Compensation Committee and the Board in 2024 (other than executive sessions of independent directors), and our Chief Human Resources Officer attended all of the meetings of the Compensation Committee in 2024 (other than executive sessions of Compensation Committee members). In attending these meetings, our President & Group Chief Executive Officer and our Company Secretary provided relevant information and input to the meetings, as appropriate. During executive sessions of the Compensation Committee, our President & Group Chief Executive Officer and Company Secretary are excused.

  103. Executive Compensation Process and Decision-Making

    Compensation Peer Group Semler Brossy assisted in developing a compensation peer group intended to create a balanced portfolio of companies that are representative of our business profile with similar global operations and scale. Emphasis was placed on selecting companies within the containers and packaging sub-industry and on companies listed on a major U.S. exchange (to ensure sufficient pay data disclosure). Financial screening to decide on the best-fit companies for our peer group was based on year-end financials of:

  104. Executive Compensation Process and Decision-Making

    Following the Combination, Semler Brossy reviewed the proposed list of companies with the Compensation Committee, which was approved in October 2024 as the Compensation Peer Group. The following 18 companies comprised the Compensation Peer Group:

  105. Executive Compensation Process and Decision-Making

    | Smurfit Westrock versus Peer Group Positioning |

  106. Additional Information

    In addition to shares held by the executive officer, an immediate family member or in a trust for the benefit of the executive officer, shares underlying vested but deferred RSUs and unvested time-based RSUs are considered for purposes of complying with the guidelines. No stock options or unearned performance-based awards are considered. Until the applicable executive officer has achieved the requisite ownership guideline, the executive officer must retain 50% of the post-tax shares received upon vesting, settlement, or exercise of any equity award granted by the Company. As of the end of 2024, all of our NEOs were either in compliance with the requisite ownership guideline or subject to the holding policy, as applicable. Clawback Policies On completion of the Combination, we adopted a Dodd-Frank Clawback Policy consistent with the requirements of the SEC and NYSE (the “Clawback Policy”). In the event we were required to prepare an accounting restatement of our financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, we would recover the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. If and as required, we intend to make disclosures with respect to our Clawback Policy and its application in a manner consistent with the requirements of the SEC and NYSE. Additionally, in order to encourage sound financial reporting and enhance individual accountability, we maintain a discretionary clawback policy for our current and former executive officers, direct reports to the President & Group Chief Executive Officer and any other employee of the Company designated by the Compensation Committee from time to time. The discretionary clawback policy provides that, we may seek to recover or cancel any cash- or non-cash incentive compensation (including compensation subject to time-based vesting only) earned, granted, vested, paid or otherwise received to or by the applicable covered person during the three-year period preceding the date of the Compensation Committee’s determination of an applicable “triggering event”. For purposes of the discretionary clawback policy, a “triggering event” is generally defined as (i) a willful violation of applicable federal, state or local law or Company policy, (ii) an act of fraud, breach of fiduciary duty, material act of dishonesty, material misrepresentation, gross negligence or other act of willful misconduct, act that results in material reputational, financial or operational harm to the Company, or evidence or problematic decisions or actions or material risk management failure, or (iii) any restatement of the Company’s financial statements or similar revision of performance indicators upon which the applicable covered compensation was based, where such restatement was due to such covered person’s conduct or failure to act.

  107. Executive Compensation Tables

    | Name and Principal Position(1) | Year | Salary ($) | Stock Awards ($)(2) (3) | Non-equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Anthony Smurfit – President & Group Chief Executive Officer | 2024 | 1,416,920 | 17,067,897 | 2,639,690 | 204,750 | 21,329,257 | | | 2023 | 1,282,083 | 4,063,801 | 871,752 | 132,838 | 6,350,474 | | Ken Bowles – Executive Vice President & Group Chief Financial Officer | 2024 | 884,545 | 6,280,055 | 1,347,366 | 145,869 | 8,657,835 | | | 2023 | 787,293 | 2,145,450 | 535,319 | 109,605 | 3,577,667 | | Laurent Sellier – President & Chief Executive Officer, North America (including Mexico) | 2024 | 760,960 | 4,388,320 | 841,633 | 357,278 | 6,348,191 | | | 2023 | 598,000 | 1,575,693 | 370,493 | 188,859 | 2,733,045 | | Saverio Mayer – President & Chief Executive Officer, Europe, MEA and APAC | 2024 | 785,353 | 4,819,815 | 850,896 | 78,483 | 6,534,547 | | | 2023 | 710,395 | 1,881,992 | 446,297 | 101,846 | 3,140,530 | | Ben Garren – Executive Vice President & Group General Counsel | 2024 | 324,716 | 1,298,265 | 315,580 | 49,736 | 1,988,297 |

  108. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control This section describes the payments and benefits that our NEOs would receive in connection with certain employment termination scenarios, including in connection with certain qualifying terminations of employment following a change in control, in each case as of December 31, 2024. With respect to payment and benefits that would be made in Euros, such payments and benefits are presented in this section in U.S. Dollars based on the average daily exchange rate for 2024 — 1.0816 U.S. Dollars per Euro. Service Contracts and Offer Letters We are party to service contracts or offer letters with our NEOs as follows (the “Individual Agreements”):

  109. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer (the “PEO”) and our non-PEO named executive officers (the “Non-PEO NEOs”), and certain financial performance of the Company during fiscal year 2024, calculated in a manner consistent with SEC rules as described further below.

  110. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income ($ in millions)(6) | Adjusted EBITDA ($ in millions)(7) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2024 | 21,329,257 | 27,897,467 | 5,882,218 | 7,199,348 | 118.10 | 109.32 | 319 | 2,431 |

  111. Pay Versus Performance

    (1) The dollar amount reported in this column represents the total compensation reported for Mr. Smurfit, our PEO, for fiscal 2024 in our Summary Compensation Table. Refer to the “Executive Compensation Tables — Summary Compensation Table.” (2) The dollar amount reported in this column represents the average of the total compensation reported for our Non-PEO NEOs for fiscal 2024 in our Summary Compensation Table. The Non-PEO NEOs for 2024 were Ken Bowles, Saverio Mayer, Laurent Sellier, and Ben Garren. (3) The dollar amounts reported in these columns represent the amount of “compensation actually paid” (“CAP”) to our PEO and the average compensation actually paid to our Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by such individuals. In accordance with these rules, these amounts reflect the total compensation for our PEO, and the average total compensation for our Non-PEO NEOs, as set forth in the Summary Compensation Table for 2024, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. For the Non-PEO NEOs, the amounts set forth below are averages for all of the Non-PEO NEOs as a group.

  112. Pay Versus Performance

    | Compensation Actually Paid for 2024 | PEO | Non-PEO NEOs | | Summary Compensation Table Total | $21,329,257 | $5,882,218 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $(17,067,897) | $(4,196,614) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $17,084,048 | $3,368,539 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $6,435,807 | $2,102,661 | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | $29,018 | $8,969 | | Plus, value of dividends or other earnings paid on equity awards not otherwise reflected in total compensation | $87,234 | $33,576 | | Compensation Actually Paid | $27,897,467 | $7,199,348 |

  113. Pay Versus Performance

    (4) Total Shareholder Return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the share price at the end of 2024 and the beginning of the measurement period, by (b) the share price at the beginning of the measurement period. The beginning of the measurement period for purposes of determining the Company’s TSR and the peer group TSR is July 8, 2024 (the first trading day following the Combination). (5) The peer group used for purposes of determining the TSR of our peer group is the Dow Jones U.S. Containers & Packaging Index. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for 2024. (7) We determined Adjusted EBITDA to be the most important financial performance measure used to link our performance to “compensation actually paid” to our PEO and Non-PEO NEOs following the Combination. Adjusted EBITDA is a non-GAAP financial measure. For this purpose, Adjusted EBITDA relates to the post-Combination period and is determined as net income before income tax expense, depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service expense, net, share-based compensation expense, other (expense) income, net, impairment of goodwill and other assets, amortization of fair value step up on inventory, transaction and integration-related expenses associated with the Combination and other specific items that management believes are not indicative of the ongoing operating results of the business. Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation — Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize financial performance measures to align

  114. Pay Versus Performance

    | | 69 | 2025 PROXY STATEMENT |

  115. Pay Versus Performance

    executive compensation with Company performance, they are not all required to be presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s financial performance measures with “compensation actually paid” (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

  116. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR Our TSR increased by 18.1% from July 8, 2024 (the first trading day following the Combination) through the end of 2024. The increase in our TSR is in line with the 9.3% increase in the Dow Jones U.S. Containers & Packaging Index over the same period. The increase in our TSR from the Combination is the primary reason that the 2024 CAP to our PEO of $27,897,467 is higher than the Summary Compensation Table figure of $21,329,257, and that the average CAP for our Non-PEO NEOs of $7,199,348 is higher than the Summary Compensation Table average of $5,882,218.

  117. Compensation Actually Paid and Financial Performance Measures

    Compensation Actually Paid and Financial Performance Measures Since becoming a newly U.S. listed, Irish public company on July 8, 2024, there is no clear relationship between compensation actually paid, net income, and adjusted EBITDA. We believe the compensation actually paid to our PEO and Non-PEO NEOs in 2024 reflects our pay-for-performance philosophy, and this relationship will expand as we build history as a newly U.S. listed, Irish public company. Financial Performance Measures The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company, both prior to the Combination and following, to link executive compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are as follows: Pre-Combination Measures: 1. Relative TSR 2. Adjusted Earnings Per Share (“EPS”) 3. Adjusted Return on Capital Employed 4. Free Cash Flow 5. Adjusted EBIT Post-Combination Measures: 1. Adjusted EBITDA 2. Relative TSR

  118. CEO PAY RATIO

    CEO PAY RATIO Because we first instituted a compensation program applicable to the chief executive officer and our employees in connection with the Combination in 2024, a ratio of the compensation our chief executive officer to our median employee has not been included in this Proxy Statement in reliance on Item 402(u) of Regulation S-K, Instruction 7(2) which permits a registrant to omit any employees that became its employees as a result of a business combination for the fiscal year in which the transaction becomes effective. For the proxy statement for our 2026 annual general meeting of the shareholders of Smurfit Westrock we will include pay ratio disclosure on the ratio of the annual total compensation of our chief executive officer to the median of the total annual compensation of all of our employees (excluding our chief executive officer) as required pursuant to Item 402(u) of Regulation S-K.

  119. CEO PAY RATIO

    | | 70 | 2025 PROXY STATEMENT |