DEF 14A of Smurfit Westrock plc
Filed Mar 11, 2026 · FY20250001104659-26-026094
Information Regarding Our Director Nominees
Information Regarding Our Director Nominees
Information Regarding Our Director Nominees
| Name, Age, & Principal Occupation/Experience | | Director Since (1) | Independent | Other Current Public Boards | Committee Memberships and Board Leadership | | | Irial Finan, 68 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, 62 President & Group Chief Executive Officer and Director of Smurfit Westrock | 2023 | | · None | · Executive | | | Ken Bowles, 54 Executive Vice President & Group Chief Financial Officer and Director of Smurfit Westrock | 2023 | | · None | · None | | | Colleen F. Arnold, 68 Former Senior Vice President, Sales and Distribution of International Business Machines Corporation | 2024 | | · None | · Compensation · Sustainability | | | Timothy J. Bernlohr, 67 Managing Member of TJB Management Consulting, LLC; Former President and CEO of RBX Industries, Inc. | 2024 | | · International Seaways, Inc. · Spirit Airlines, Inc. | · Compensation (Chair) · Finance · Executive | | | Carole L. Brown, 61 Former Head of the Asset Management Group for PNC Financial Services Group | 2025 | | · None | · Audit (Chair) (2) (3) · Sustainability | | | Carol Fairweather, 64 Former Chief Financial Officer and executive Director of Burberry Group plc | 2024 | | · Segro plc | · Finance (Chair) · Audit · Executive | | | Mary Lynn Ferguson-McHugh, 66 Former Chief Executive Officer of Family Care (Paper Products) of Procter & Gamble | 2024 | | · Molson Coors Beverage Company | · Compensation · Finance | | | Suzan F. Harrison, 68 Former President, Global Oral Care, of Colgate-Palmolive Company | 2024 | | · Archer Daniels Midland Company · Ashland Inc. | · Audit · Nomination | | | Kaisa Hietala, 55 Senior Independent Director of Smurfit Westrock; Former Executive Vice President of Renewable Products of Neste Corporation | 2024 | | · Exxon Mobil Corp. | · Sustainability (Chair) · Nomination | | | Jørgen Buhl Rasmussen, 70 Former Chief Executive Officer of Carlsberg AS | 2024 | | · None | · Compensation · Finance | | | Alan D. Wilson, 68 Former Chairman and CEO of McCormick & Company, Inc. | 2024 | | · T. Rowe Price Group, Inc. | · Compensation · Nomination |
Information Regarding Our Director Nominees
(1) Tenure does not include prior service on the boards of Smurfit Kappa or WestRock, as applicable, which are now wholly-owned subsidiaries of Smurfit Westrock following the Combination. (2) Audit Committee Financial Expert (3) Carole L. Brown has been appointed by the Board as Chair of the Audit Committee, effective from the conclusion of this AGM. Prior to that time, Terrell K. Crews, who is not standing for re-election at this AGM, will continue to serve as Chair of the Audit Committee.
Information Regarding Our Director Nominees
| | 13 | 2026 PROXY STATEMENT |
Additional Director Nominee Highlights
Additional Director Nominee Highlights
Additional Director Nominee Highlights
| | 14 | 2026 PROXY STATEMENT |
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 date of this Proxy Statement, principal occupations, employment and other public company board service during 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:
Director Nominee Biographies
| Irial Finan Age: 68 Independent Board Chair Nationality: Irish Director Since: 2024 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, one of our wholly-owned subsidiaries, a position he held from 2019 to 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 |
Director Nominee Biographies
| Anthony Smurfit Age: 62 President & Group CEO and Director Nationality: Irish Director Since: 2023 Committees: Executive (Member) | Background Mr. Smurfit has served as the President & Group Chief Executive Officer since 2024 and director of Smurfit Westrock since 2023. He served as a director of Smurfit Kappa, one of our wholly-owned subsidiaries, and its predecessors from 1989 and as Group Chief Executive Officer of Smurfit Kappa between 2015 and 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 |
Director Nominee Biographies
| | 15 | 2026 PROXY STATEMENT |
Director Nominee Biographies
| Ken Bowles Age: 54 EVP & Group CFO and Director Nationality: Irish Director Since: 2023 | Background Mr. Bowles has served as the Executive Vice President & Group Chief Financial Officer since 2024 and director since 2023 which is in line with market practice in Ireland. He joined a predecessor of Smurfit Kappa, one of our wholly-owned subsidiaries, 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 Group Financial Controller between 2010 and 2016. Previously, he served as Smurfit Kappa Group’s Head of Tax from 2007 to 2010, prior to which he was appointed as the Group’s 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 |
Director Nominee Biographies
| Colleen F. Arnold Age: 68 Independent Director Nationality: American Director Since: 2024 Committees: Compensation (Member) Sustainability (Member) | Background Ms. Arnold has served as a director since 2024 and previously served on the board of directors of WestRock, one of our wholly-owned subsidiaries from 2018 to 2024. 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: · WestRock |
Director Nominee Biographies
| | 16 | 2026 PROXY STATEMENT |
Director Nominee Biographies
| Timothy J. Bernlohr Age: 67 Independent Director Nationality: American Director Since: 2024 Committees: Compensation (Chair) Finance (Member) Executive (Member) | Background Mr. Bernlohr has served as a director since 2024 and, previously he served on the board of directors of WestRock, one of our wholly-owned subsidiaries from 2015 to 2024. 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 |
Director Nominee Biographies
| Carole L. Brown Age: 61 Independent Director Nationality: American Director Since: 2025 Committees: Audit (Member and Incoming Chair) Sustainability (Member) | Background Ms. Brown has served as a director 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 |
Director Nominee Biographies
| | 17 | 2026 PROXY STATEMENT |
Director Nominee Biographies
| Carol Fairweather Age: 64 Independent Director Nationality: British Director Since: 2024 Committees: Finance (Chair) Audit (Member) Executive (Member) | Background Ms. Fairweather has served as a director since 2024, and, previously, she served on the board of directors of Smurfit Kappa, one of our wholly-owned subsidiaries from 2018 to 2024. 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 |
Director Nominee Biographies
| Mary Lynn Ferguson- McHugh Age: 66 Independent Director Nationality: American Director Since: 2024 Committees: Compensation (Member) Finance (Member) | Background Ms. Ferguson-McHugh has served as a director since 2024, and, previously served on the board of directors of Smurfit Kappa, one of our wholly-owned subsidiaries from 2023 to 2024. 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) and P&G Ventures from 2019 to 2021. 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 |
Director Nominee Biographies
| | 18 | 2026 PROXY STATEMENT |
Director Nominee Biographies
| Suzan F. Harrison Age: 68 Independent Director Nationality: American Director Since: 2024 Committees: Audit (Member) Nomination (Member) | Background Ms. Harrison has served as a director since 2024 and previously served on the board of directors of WestRock, one of our wholly-owned subsidiaries, from 2020 to 2024. 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 |
Director Nominee Biographies
| Kaisa Hietala Age: 55 Senior Independent Director Nationality: Finnish Director Since: 2024 Committees: Sustainability (Chair) Nomination (Member) | Background Ms. Hietala has served as a director and our Senior Independent Director since 2024 and, previously served on the board of directors of Smurfit Kappa, one of our wholly-owned subsidiaries, from 2020 to 2024. 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 | Other PREVIOUS Public Boards Within 5 Years: · Kemira Oyj · Rio Tinto plc · Smurfit Kappa |
Director Nominee Biographies
| | 19 | 2026 PROXY STATEMENT |
Director Nominee Biographies
| Jørgen Buhl Rasmussen Age: 70 Independent Director Nationality: Danish Director Since: 2024 Committees: Compensation (Member) Finance (Member) | Background Mr. Buhl Rasmussen has served as a director since 2024 and, previously served on the board of directors of Smurfit Kappa, one of our wholly-owned subsidiaries from 2017 to 2024. 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. Buhl 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 |
Director Nominee Biographies
| Alan D. Wilson Age: 68 Independent Director Nationality: American Director Since: 2024 Committees: Compensation (Member) Nomination (Member) | Background Mr. Wilson has served as a director since 2024, and, previously served on the board of directors of WestRock, one of our wholly-owned subsidiaries, from 2015 to 2024. 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 |
Director Nominee Biographies
| | 20 | 2026 PROXY STATEMENT |
Board Committees
| ● | annually review the form and amount of compensation of directors for service on the Board and its committees and recommend changes in such compensation to the Board as appropriate; and |
Elements of our Non-Executive Director Compensation Program
Elements of our Non-Executive Director Compensation Program The table below sets out a summary of our non-executive director compensation for 2025. Our non-executive director compensation program for 2025 consisted of an annual cash retainer and an annual equity retainer in the form of RSUs (which vest on the earlier of (i) the first anniversary of the grant date and (ii) the date of the next annual general meeting of shareholders), as well as additional retainers and a grant of Pro Rata Awards, as noted below. As Mr. Stockton did not stand for election at the 2025 annual general meeting of shareholders, he did not receive the annual equity retainer.
Elements of our Non-Executive Director Compensation Program
| 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 |
Elements of our Non-Executive Director Compensation Program
In addition to the annual compensation set forth in the above table, for 2025 only, the Board approved grants of RSUs to each non-executive director (including Mr. Stockton, who served as a director until the 2025 annual general meeting of shareholders) in respect of the period between January 1, 2025, and the 2025 annual general meeting of shareholders (the “Pro Rata Awards”). The Pro Rata Awards were made in connection with the alignment of our non-executive director equity grant timing from calendar year-based grants in 2024 to grants aligned with our annual general meeting of shareholders starting in 2025, which we view to be consistent with market practices. Accordingly, on March 4, 2025, the Board approved grants of 1,332 RSUs to each non-executive director and 2,093 RSUs to the Chair. The Pro Rata Awards vested on May 1, 2025, immediately prior to our 2025 annual general meeting of shareholders. To further align the long-term interests of our directors and our shareholders, we maintain 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 vested but deferred RSUs and shares underlying time-based RSUs are considered for purposes of complying with the guidelines. No stock options or unearned performance-based awards (if applicable) are considered. Until the applicable non-executive 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 2025, all of our non-executive directors were either in compliance with the requisite ownership guideline or subject to the holding policy, as applicable. In 2025, we did not provide any compensation or benefits 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.
Elements of our Non-Executive Director Compensation Program
| | 40 | 2026 PROXY STATEMENT |
Non-Executive Director Compensation Table
Non-Executive Director Compensation Table The following table summarizes the total compensation earned by each Smurfit Westrock non-executive director in 2025. See “Compensation Discussion and Analysis” and the accompanying tables, below, regarding compensation provided to Messrs. Smurfit and Bowles.
Non-Executive Director Compensation Table
| | Fees Earned or Paid in Cash | Stock Awards | Total | | Name | ($) | ($)(1) | ($) | | Colleen F. Arnold | 120,000 | 233,008 | 353,008 | | Timothy J. Bernlohr | 140,000 | 233,008 | 373,008 | | Carole L. Brown | 96,923 | 174,986 | 271,909 | | Terrell K. Crews(3) | 145,000 | 233,008 | 378,008 | | Carol Fairweather | 140,000 | 233,008 | 373,008 | | Mary Lynn Ferguson-McHugh | 120,000 | 233,008 | 353,008 | | Irial Finan | 240,000 | 366,178 | 606,178 | | Suzan F. Harrison | 120,000 | 233,008 | 353,008 | | Kaisa Hietala | 140,000 | 233,008 | 373,008 | | Lourdes Melgar(3) | 120,000 | 233,008 | 353,008 | | Jørgen Buhl Rasmussen | 120,000 | 233,008 | 353,008 | | Dmitri L. Stockton(2) | 40,923 | 58,022 | 98,945 | | Alan D. Wilson | 120,000 | 233,008 | 353,008 |
Non-Executive Director Compensation Table
| (1) Amounts in this column reflect the aggregate grant date fair value of RSUs granted to each director in 2025, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) based on (i) for the March 2025 grants, the closing price of Smurfit Westrock ordinary shares on March 11, 2025, the date of grant, of $43.56 and (ii) for the May 2025 grants, the closing price of Smurfit Westrock ordinary shares on May 2, 2025, the date of grant, of $41.28. The table below provides a breakdown of the grant date fair values of RSUs granted to each director in 2025. |
Non-Executive Director Compensation Table
| | March 2025 Stock Awards | May 2025 Stock Awards | Total 2025 Stock Awards | | Name | ($) | ($)(1) | ($) | | Colleen F. Arnold | 58,022 | 174,986 | 233,008 | | Timothy J. Bernlohr | 58,022 | 174,986 | 233,008 | | Carole L. Brown | — | 174,986 | 174,986 | | Terrell K. Crews | 58,022 | 174,986 | 233,008 | | Carol Fairweather | 58,022 | 174,986 | 233,008 | | Mary Lynn Ferguson-McHugh | 58,022 | 174,986 | 233,008 | | Irial Finan | 91,171 | 275,007 | 366,178 | | Suzan F. Harrison | 58,022 | 174,986 | 233,008 | | Kaisa Hietala | 58,022 | 174,986 | 233,008 | | Lourdes Melgar | 58,022 | 174,986 | 233,008 | | Jørgen Buhl Rasmussen | 58,022 | 174,986 | 233,008 | | Dmitri L. Stockton(2) | 58,022 | — | 58,022 | | Alan D. Wilson | 58,022 | 174,986 | 233,008 |
Non-Executive Director Compensation Table
| (2) Dmitri L. Stockton did not stand for election at the 2025 annual general meeting of shareholders. The compensation in the table reflects the Pro Rata Award received by Mr. Stockton as well as a pro-rata annual cash retainer for Mr. Stockton’s services on the Board from January 1, 2025 through May 2, 2025. |
Non-Executive Director Compensation Table
| (3) Terrell K. Crews and Lourdes Melgar are 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. |
Non-Executive Director Compensation Table
| | 41 | 2026 PROXY STATEMENT |
Non-Executive Director Compensation Table
As of December 31, 2025, each of the non-executive directors held outstanding RSUs as shown in the table below, all of which were unvested as of December 31, 2025. In addition, each of Ms. Arnold and Mr. Wilson held fully vested deferred RSUs under the legacy WestRock Company 2016 Deferred Compensation Plan for Non-Executive Directors as follows: Ms. Arnold — 26,969 RSUs; Mr. Wilson — 57,052 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.
Non-Executive Director Compensation Table
| | Unvested RSUs | | Name | (#) | | Colleen F. Arnold | 4,371 | | Timothy J. Bernlohr | 4,371 | | Carole L. Brown | 4,371 | | Terrell K. Crews | 4,371 | | Carol Fairweather | 4,371 | | Mary Lynn Ferguson-McHugh | 4,371 | | Irial Finan | 6,869 | | Suzan F. Harrison | 4,371 | | Kaisa Hietala | 4,371 | | Lourdes Melgar | 4,371 | | Jørgen Buhl Rasmussen | 4,371 | | Alan D. Wilson | 4,371 |
Non-Executive Director Compensation Table
| | 42 | 2026 PROXY STATEMENT |
Non-Executive Director Compensation Table
| | 43 | 2026 PROXY STATEMENT |
Non-Executive Director Compensation Table
Proposal 2: Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation
Executive Summary
| Financial Results | Pay for Performance | | ● Despite difficult market conditions, we delivered strong results in 2025, achieving $31.2 billion in full‑year net sales and generating $0.7 billion in net income and net income margin of 2.2%. We achieved $4.9 billion Adjusted EBITDA with an Adjusted EBITDA margin of 15.8% for the year. The company also generated net cash provided by operating activities of $3.4 billion and more than $1.5 billion in Adjusted Free Cash Flow (“Adjusted FCF”), reflecting robust cash generation across the business. | ● Executive pay remained strongly performance-oriented, with approximately 90% of the CEO’s target compensation and approximately 80% (on average) of other NEOs’ target compensation at risk, and long-term incentives delivered primarily through performance-based equity awards (75% PSUs / 25% RSUs). | | Synergy Realization | Aligned Compensation Program | | ● Achieved over $400 million synergies by the end of 2025, surpassing the original target through cost efficiencies, operational streamlining, and exiting loss‑making capacity. This outcome demonstrates exemplary execution of integration priorities and reflects the transformational impact of the Company’s first full year post‑Combination. | ● The Compensation Committee continued to embed and administer our compensation program to ensure alignment with our strategy and the creation of shareholder value, with incentive plans that the Compensation Committee considers to directly reflect the most critical financial and strategic outcomes underpinning that strategy. The Compensation Committee maintained competitive pay levels informed by a 17‑company peer group, supported by strong shareholder backing in the say‑on‑pay vote, and upheld by strong governance practices, including robust stock ownership guidelines and clawback policies. |
Our Compensation Decision-Making Process
| Role of Compensation Consultant | | | | ● Market Insights and Benchmarking: Provides guidance on competitive pay benchmarking, market practices, and emerging governance trends. ● Incentive Plan Review and Advice: Reviews and advises on incentive plan design and performance measurement criteria. ● Peer Group Support and Reporting: Supports Compensation Peer Group selection and analysis, reporting directly to the Compensation Committee. |
Our Compensation Decision-Making Process
| Role of Compensation Committee | | | | ● Compensation Oversight: Manages executive and director compensation, including philosophy, policies, equity grants including review of share usage and dilution, benefit plans, and employment arrangements. ● Governance & Disclosure: Reviews incentive plan design, risk assessments, Compensation Peer Group composition, stock ownership guidelines, and compensation-related disclosures for the annual report and proxy. ● Monitoring & Review: Confirms advisor independence and ensures alignment with NYSE and SEC standards while recommending director pay and monitoring governance trends. |
Our Compensation Decision-Making Process
Compensation Peer Group The Compensation Committee annually reviews and approves the composition of the compensation peer group for use in conducting competitive market analyses of compensation for our named executive officers (the “Compensation Peer Group”). The Compensation Peer Group is used as reference for establishing competitive executive pay levels, non-executive director compensation, share utilization, equity vehicle and incentive plan metrics, stock ownership guidelines, and other compensation policies and practices. Semler Brossy, our independent compensation consultant, assists the Compensation Committee 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 with consideration for proxy advisor viewpoint to ensure appropriateness of the Compensation Peer Group.
Our Compensation Decision-Making Process
| To identify companies with the appropriate characteristics for inclusion in our Compensation Peer Group, the Compensation Committee evaluates the following factors: | | | | | | | | Companies traded on major U.S. stock exchanges with Global Operations | | Companies with comparable Net Sales and Market Capitalization to Smurfit Westrock | | Companies within the same industry as Smurfit Westrock, as well as companies that operate in similar and adjacent industries |
Our Compensation Decision-Making Process
| Smurfit Westrock versus Compensation Peer Group Positioning | | | Emphasis is placed on selecting companies in comparable and adjacent industries that are listed on a major US exchange to ensure sufficient pay data disclosure. Adjacent industries include Chemicals, Construction Materials, Containers and Packaging, Paper and Forest Products, Industrial Conglomerates, Machinery, Package Foods and Meats, and Household Products. In addition to the primary net sales and market capitalization financial screens shown below, a market capitalization to net sales ratio below 3.0x was used as a secondary financial screen. | | | Net Sales 0.5 – 2.5x of Smurfit Westrock ($31.2B) | | | Market Capitalization 0.3x – 4.0x of Smurfit Westrock ($20.2B) | | | *Net Sales ($B) is for the full fiscal year 2025 and Market Capitalization ($B) value is as of December 31, 2025. | Smurfit Westrock versus Peer Group Positioning |
Our Compensation Decision-Making Process
| | In 2025, based on recommendations from our independent compensation consultant, the Compensation Committee reviewed and removed Berry Global from the Compensation Peer Group following its acquisition by Amcor in April 2025. The following 17 companies comprised the Compensation Peer Group for 2025. | | | | | | | | 3M Company | Amcor plc | Ball Corporation | CRH plc | Crown Holdings, Inc. | Cummins Inc. | | | Deere & Company | Dow Inc. | General Mills, Inc. | International Paper Company | Kimberly-Clark Corporation | LyondellBasell Industries N.V. | | Mondelez International, Inc. | | PACCAR Inc. | Packaging Corporation of America | The Kraft Heinz Company | Tyson Foods, Inc. | |
Components of Executive Compensation Program
| Fixed | Base Salary | | | | 2025 Highlights | Relationship to Compensation Principles | | | ● Reviewed annually, and adjusted as appropriate. ● 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. | | At-Risk | Annual Incentive Plan (AIP) | | | | 2025 Highlights | Relationship to Compensation Principles | | | ● The AIP performance metrics for 2025 were: ● Adjusted EBITDA* (35%) ● Free Cash Flow* (“FCF”) (35%) ● Synergies* (10%) ● Health and Safety (Total Recordable Incident Rate “TRIR”*) (10%) ● Other Strategic Priorities* (10%) | ● Incentivizes NEOs to achieve clearly-defined, challenging annual performance levels aligned with our business strategy and shorter-term goals. | | | ● With respect to 2025, the AIP delivered an above‑target outcome, highlighting the achievement of 2025 AIP performance metrics. | | | | Long-Term Incentive Plan (LTIP) | | | | 2025 Highlights | Relationship to Compensation Principles | | | ● In 2025, a majority of our long-term equity incentive awards were performance-based, consisting of 75% PSUs and 25% service-based RSUs (on a grant date value basis). ● PSUs vest following the completion of a three-year performance period (commencing in the year of grant) based on the achievement of pre-set performance metrics and continued service. ● The 2025 PSU performance metrics were: o Relative total shareholder return** (“rTSR”) (40%) o Adjusted cumulative earnings per share** (“EPS”) (30%) o Average return on capital employed** (“ROCE”) (30%) ● RSUs vest in substantially equal annual installments over three years, subject to continued service. | ● Rewards and incentivizes performance and creation of long-term shareholder value. ● Designed to retain NEOs and aligns compensation with shareholder interests. ● Together with the Smurfit Westrock Share Ownership Policy, aligns the interests of our NEOs and shareholders over term that can extend beyond the vesting and settlement of the underlying awards. |
Components of Executive Compensation Program
| * As defined below under “Components of Executive Compensation Program — 2025 Annual Incentive Design” |
Components of Executive Compensation Program
| ** As defined below under “Components of Executive Compensation Program — 2025 Long-Term Incentive Awards” |
Components of Executive Compensation Program
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 “Our Compensation Decision-Making Process — Compensation Peer Group”). The NEOs’ base salaries remained unchanged between 2024 and 2025. The USD values of the base salaries for those NEOs who are paid in Euros (Messrs. Smurfit, Bowles and Mayer) as reported in the table below appear higher for 2025 than the respective NEOs’ 2024 base salaries reported in the corresponding section of the Compensation Discussion and Analysis of our proxy statement for the 2025 annual general meeting of the shareholders of Smurfit Westrock because the NEO’s base salaries are set in local currency and, as such, this presentation of the base salary amounts is affected by inter year exchange rate fluctuations between 2024 and 2025.
2025 Annual Incentive Design
2025 Annual Incentive Design The following table shows our NEOs’ 2025 annual incentive compensation opportunities with respect to the AIP at target.
2025 Annual Incentive Design
| | Target AIP Award | Target as % of Base | | Named Executive Officer | ($)(1) | Salary | | Anthony Smurfit | 2,739,091 | 175% | | Ken Bowles | 1,239,119 | 125% | | Laurent Sellier | 675,000 | 75% | | Saverio Mayer | 645,642 | 75% | | Ben Garren | 506,250 | 75% |
2025 Annual Incentive Design
| (1) The Compensation Committee sets compensation opportunities in local currency. To create a consistent presentation, the table reflects all amounts in U.S. Dollars, with conversion from Euros (for Messrs. Smurfit, Bowles and Mayer) based on an exchange rate of 1.1284 U.S. Dollars per Euro, which represents the average daily exchange rate for 2025. |
2025 Annual Incentive Design
| | 54 | 2026 PROXY STATEMENT |
2025 Annual Incentive Design
For 2025, the Compensation Committee approved the following performance metrics under the AIP, with the following relative weightings: Our Compensation Committee believes that these performance metrics were 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 and Safety and Other Strategic Priorities. For Messrs. Sellier and Mayer, the Adjusted EBITDA performance metric is divided between Adjusted Group EBITDA (weighed as 15% of the AIP opportunity) and Regional EBITDA (weighted as 20% of the AIP opportunity) and the Health and Safety performance metric is based on their respective regions, which aligns these NEOs’ compensation to the performance of the respective regions for which these NEOs are primarily responsible.
2025 Annual Incentive Design
| | 55 | 2026 PROXY STATEMENT |
2025 Annual Incentive Design
| Weighting | Metric | Rationale for the Metric | | | Adjusted EBITDA | Adjusted EBITDA offers a focused view of our core performance by adjusting for one‑off or non‑operational items, helping ensure that this AIP metric rewards sustainable value creation. | | | Free Cash Flow | Free Cash Flow directly reflects the Company’s ability to generate cash and create tangible, sustainable value for shareholders. | | | Synergies | Synergies reward the delivery of shareholder committed integration benefits that enhance efficiency, reduce costs, and accelerate value creation. | | | Health and Safety (“TRIR”) | Health and safety (“TRIR”) reinforces our strong safety culture and prioritizes the wellbeing of our employees as a core driver of sustainable performance. | | | Other Strategic Priorities | These measures encourage responsible practices that emphasize achievement of key sustainability goals, workforce engagement, community impact and culture and talent development as drivers of our long‑term success. |
2025 Annual Incentive Design
For purposes of the 2025 AIP:
2025 Annual Incentive Design
| ● | Adjusted EBITDA is determined as net income before income tax expense, depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service income (expense), net, share-based compensation expense, other expense, net, impairment and restructuring costs, transaction and integration-related expenses associated with the Combination, amortization of fair value step up on inventory and other specific items that management believes are not indicative of the ongoing operating results of the business; |
2025 Annual Incentive Design
| ● | Free Cash Flow is determined as net cash provided by operating activities as adjusted for capital expenditures; |
2025 Annual Incentive Design
| ● | Synergies is determined as the incremental Adjusted EBITDA reported from synergy and integration initiatives in 2025, relative to the amount reported in 2024. It includes the financial benefits delivered through actions such as cost reductions, procurement savings, overhead efficiencies, and operational improvements taken in both 2024 and 2025, with the full year Adjusted EBITDA impact of the former, less that reported already in 2024, and the proportional Adjusted EBITDA impact from the latter, depending on the time of its implementation; |
2025 Annual Incentive Design
| ● | Health and Safety (“TRIR”) is determined as the total number of recordable injury cases per 200,000 hours worked by all employees. This is calculated by dividing the total number of recordable injury cases by the total hours worked by all employees during the period, multiplied by 200,000. The total number of recordable injury cases is defined as the total lost time accidents, restricted workday cases and medical treatment cases; and, |
2025 Annual Incentive Design
| ● | Other Strategic Priorities included issuing the first Smurfit Westrock Task Force on Climate‑Related Financial Disclosures (“TCFD”) disclosures; enhancing workforce engagement through a global employee survey; implementing a comprehensive workforce talent and culture strategy; publishing key sustainability key performance indicators (“KPIs”); and advancing the Smurfit Westrock Foundation’s social impact strategy with a $5 million community investment. |
2025 Annual Incentive Design
| | 56 | 2026 PROXY STATEMENT |
Determination of 2025 AIP Performance
Determination of 2025 AIP Performance The actual results of the 2025 AIP performance goals were determined by the Compensation Committee as follows:
Determination of 2025 AIP Performance
| | Messrs. Smurfit, Bowles and Garren Performance | | | | | Resultant Payout | | | Weighting | Threshold 50% | Target 100% | Maximum 200% | Actual | | | Adjusted Group EBITDA ($’M) | 35% | $4,339 | $5,105 | $5,871 | $4,939 | 31.2% | | Group Free Cash Flow ($’M) | 35% | $928 | $1,160 | $1,392 | $1,198 | 40.7% | | Group Synergies ($’M) | 10% | $305 | $381 | $457 | $407 | 13.4% | | Health and Safety (“TRIR”) | 10% | 1.34 | 1.11 | 0.99 | 1.06 | 14.2% | | Other Strategic Priorities | 10% | Achievement of 2 goals | Achievement of 4 goals | Achievement of 6 goals | 4 goals achieved | 10.0% | | Total | | | | | 109.5% of Target | |
Determination of 2025 AIP Performance
| | Mr. Sellier Performance | | | | | Resultant Payout | | | Weighting | Threshold 50% | Target 100% | Maximum 200% | Actual | | | Adjusted Group EBITDA ($’M) | 15% | $4,339 | $5,105 | $5,871 | $4,939 | 13.4% | | Group Free Cash Flow ($’M) | 35% | $928 | $1,160 | $1,392 | $1,198 | 40.7% | | Group Synergies ($’M) | 10% | $305 | $381 | $457 | $407 | 13.4% | | Regional EBITDA ($’M) | 20% | $2,626 | $3,089 | $3,552 | $2,998 | 18.0% | | Regional Health and Safety (“TRIR”) | 10% | 1.34 | 1.11 | 0.99 | 1.07 | 13.3% | | Other Strategic Priorities | 10% | Achievement of 2 goals | Achievement of 4 goals | Achievement of 6 goals | 4 goals achieved | 10.0% | | Total | | | | | 108.8% of Target | |
Determination of 2025 AIP Performance
| | Mr. Mayer Performance | | | | | Resultant Payout | | | Weighting | Threshold 50% | Target 100% | Maximum 200% | Actual | | | Adjusted Group EBITDA ($’M) | 15% | $4,339 | $5,105 | $5,871 | $4,939 | 13.4% | | Group Free Cash Flow ($’M) | 35% | $928 | $1,160 | $1,392 | $1,198 | 40.7% | | Group Synergies ($’M) | 10% | $305 | $381 | $457 | $407 | 13.4% | | Regional EBITDA ($’M) | 20% | $1,375 | $1,618 | $1,861 | $1,613 | 19.8% | | Regional Health and Safety (“TRIR”) | 10% | 1.34 | 1.11 | 0.99 | 1.19 | 8.2% | | Other Strategic Priorities | 10% | Achievement of 2 goals | Achievement of 4 goals | Achievement of 6 goals | 4 goals achieved | 10.0% | | Total | | | | | 105.5% of Target | |
Determination of 2025 AIP Performance
.
Determination of 2025 AIP Performance
| | 57 | 2026 PROXY STATEMENT |
2025 Final AIP Award Calculation
2025 Final AIP Award Calculation
2025 Final AIP Award Calculation
| | Target AIP | | | | | Award | Payout Percentage | Final AIP Award | | Named Executive Officer | ($)(1) | (% of target) | ($)(1) | | Anthony Smurfit | 2,739,091 | 109.5% | 2,998,208 | | Ken Bowles | 1,239,119 | 109.5% | 1,356,339 | | Laurent Sellier | 675,000 | 108.8% | 734,738 | | Saverio Mayer | 645,642 | 105.5% | 681,410 | | Ben Garren | 506,250 | 109.5% | 554,141 |
2025 Final AIP Award Calculation
| (1) The Compensation Committee sets compensation opportunities in local currency. To create a consistent presentation, the table reflects all amounts in U.S. Dollars, with conversion from Euros (for Messrs. Smurfit, Bowles and Mayer) based on an exchange rate of 1.1284 U.S. Dollars per Euro, which represents the average daily exchange rate for 2025. |
2025 Final AIP Award Calculation
Long-Term Incentive Plan
Summary
Summary Our Compensation Committee grants annual equity awards under the Smurfit Westrock plc 2024 Long-Term Incentive Plan (“LTIP”), 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. The LTIP is the only plan under which we grant equity awards. During 2025, we did not grant stock options or stock option-like awards. Further, during 2025, the Compensation Committee did not take material non-public information into account when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
2025 Long-Term Incentive Awards
2025 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 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 Target LTIP opportunity for Mr. Sellier and Mr. Mayer increased by $1,000,000 and $500,000, respectively, in 2025, as approved by the Compensation Committee, to adjust for market competitiveness. The target long-term incentive opportunity for each of our NEOs, which will be delivered in the form of PSUs (representing 75% of the grant date value for each NEO) and RSUs (representing the remaining 25% of the grant date value for each NEO), was based on a performance period commencing on and including January 1, 2025, and ending December 31, 2027 (the “Performance Period”).
2025 Long-Term Incentive Awards
| | Target 2025 LTIP | | Named Executive Officer | Opportunity ($)(1) | | Anthony Smurfit | 11,250,000 | | Ken Bowles | 3,250,000 | | Laurent Sellier | 3,250,000 | | Saverio Mayer | 2,750,000 | | Ben Garren | 1,300,000 |
2025 Long-Term Incentive Awards
| (1) The values shown above are based on the values used by the Compensation Committee to determine the number of PSUs and RSUs 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. |
2025 Long-Term Incentive Awards
| | 58 | 2026 PROXY STATEMENT |
2025 Long-Term Incentive Awards
| For 2025, the Compensation Committee approved the following performance metrics for the 2025-2027 PSUs, with the following relative weightings: | |
2025 Long-Term Incentive Awards
| Metric | Rationale for the Metric | | Relative TSR | rTSR directly links rewards to shareholders’ long‑term value by measuring performance against market peers | | Adjusted Cumulative EPS | Adjusted cumulative EPS rewards sustained growth in underlying earnings, reinforcing long‑term profitability and value creation | | Average ROCE | Return on capital employed rewards efficient use of invested capital to drive sustained, high‑quality returns over the long term |
2025 Long-Term Incentive Awards
PSUs will be eligible to vest from 0% to 200% of the target number of PSUs granted based on achievement of the performance metrics described above over the Performance Period. Threshold performance will yield a 50% payout; target performance will yield a 100% payout and maximum performance will yield a 200% payout. Straight‑line interpolation will be applied for any percentile result between threshold, target and maximum levels of performance. For purposes of the 2025 LTIP:
2025 Long-Term Incentive Awards
| ● | Relative TSR (“rTSR”) is relative to the total shareholder return of companies in the S&P 500 at the start of the performance period. rTSR is determined 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 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; |
2025 Long-Term Incentive Awards
| ● | Adjusted Cumulative EPS is determined as the sum of the Company’s basic earnings per share attributable to common shareholders (as reported in the Company’s Annual Report for the applicable year), adjusted to exclude the cost of items that management believes are not indicative of the operating results of the business, for each completed calendar year during the Performance Period. The Committee shall have the right to adjust Cumulative Adjusted EPS to exclude certain non-recurring items, as shall be determined from time to time; and |
2025 Long-Term Incentive Awards
| ● | Average ROCE is calculated as the Company’s ROCE for each year in the Performance Period, divided by three. ROCE is defined as segment adjusted EBITDA, further adjusted for unallocated corporate costs, depreciation, depletion and amortization, share‑based compensation, and other expense (income) excluding finance costs or income, divided by average capital employed. Capital employed is total equity plus current and non‑current debt, minus cash and cash equivalents. Average capital employed is the average of capital employed for the year and the preceding year. The Committee may adjust ROCE to exclude certain non‑recurring items. |
2025 Long-Term Incentive Awards
| | 59 | 2026 PROXY STATEMENT |
2025 Long-Term Incentive Awards
Other Compensation
Service Contracts, Offer Letters and Post-Termination Compensation
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, we maintain the Smurfit Westrock plc Executive Severance Plan (the “Executive Severance Plan”). Each of the NEOs other than 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.
2025 Limited Perquisites and Other Benefits
2025 Limited Perquisites and Other Benefits In 2025, we provided our NEOs certain limited perquisites as a feature for executive retention and recruitment, which 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. In 2025, Mr. Bowles received reimbursements in respect of two professional subscriptions. 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), with the euro‑denominated amount having been set in 2025, to cover private group medical costs. Our NEOs 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 retirement plan applicable to their respective regions and receive a Company match in accordance with the terms of the applicable plan. In addition, Mr. Garren received limited travel benefits in the form of personal spousal travel; Messrs. Smurfit and Bowles have received customary corporate gifts of limited value; and each of our NEOs is eligible for 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. The footnotes to the “Summary Compensation Table” provide additional detail regarding the applicable perquisites and other relevant benefits provided to our NEOs in 2025. We do not provide our NEOs with excise tax gross-ups for any payments in connection with a change in control.
2025 Limited Perquisites and Other Benefits
In addition to shares held by the executive officer, an immediate family member or in a trust for the benefit of the executive officer, 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. Clawback Policies We maintain 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.
Summary Compensation Table
Summary Compensation Table This table contains information about the compensation paid to or earned by each of our NEOs during 2025, 2024 and 2023, as applicable. Prior to the Combination, Messrs. Smurfit, Bowles, Sellier, and Mayer were executives of Smurfit Kappa. While the Company was not a reporting company pursuant to section 13(a) or 15(d) of the Exchange Act at any time during 2023 or in 2024 prior to the Combination, information with respect to compensation paid to these NEOs by Smurfit Kappa during these periods of time is being presented here as it was previously required to be provided in response to an SEC filing requirement.
Summary Compensation Table
| | | | | | Non-equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Position(1) | Year | ($) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Anthony Smurfit – | 2025 | 1,565,194 | — | 11,653,645 | 2,998,208 | 212,642 | 16,429,689 | | President & Group | 2024 | 1,416,920 | — | 17,067,897 | 2,639,690 | 204,750 | 21,329,257 | | Chief Executive Officer | 2023 | 1,282,083 | — | 4,063,801 | 871,752 | 132,838 | 6,350,474 | | Ken Bowles – | 2025 | 991,295 | 1,281,508 | 3,366,578 | 1,356,339 | 170,275 | 7,165,995 | | Executive Vice President & Group | 2024 | 884,545 | — | 6,280,055 | 1,347,366 | 145,869 | 8,657,835 | | Chief Financial Officer | 2023 | 787,293 | — | 2,145,450 | 535,319 | 109,605 | 3,577,667 | | Laurent Sellier – | 2025 | 900,000 | 897,000 | 3,366,578 | 734,738 | 191,848 | 6,090,164 | | President & Chief Executive Officer, | 2024 | 760,960 | — | 4,388,320 | 841,633 | 357,278 | 6,348,191 | | North America (including Mexico) | 2023 | 598,000 | — | 1,575,693 | 370,493 | 188,859 | 2,733,045 | | Saverio Mayer – | 2025 | 860,856 | 770,892 | 2,848,659 | 681,410 | 41,582 | 5,203,399 | | President & Chief Executive Officer, | 2024 | 785,353 | — | 4,819,815 | 850,896 | 78,483 | 6,534,547 | | Europe, MEA & APAC | 2023 | 710,395 | — | 1,881,992 | 446,297 | 101,846 | 3,140,530 | | Ben Garren – | 2025 | 675,000 | — | 1,346,650 | 554,141 | 84,060 | 2,659,851 | | Executive Vice President & Group General Counsel | 2024 | 324,716 | — | 1,298,265 | 315,580 | 49,736 | 1,988,297 |
Summary Compensation Table
| (1) Other than cash compensation for Messrs. Sellier and Garren (which was paid in U.S. Dollars) and equity awards, the NEOs were paid in Euros. Amounts paid in Euros but being shown here in U.S. Dollars are based on the average daily exchange rate for 2025 — 1.1284 U.S. Dollars per Euro. |
Summary Compensation Table
| (2) Amounts shown in this column represent cash retention bonuses paid to Messrs. Bowles, Sellier and Mayer in connection with the Combination not based on any predefined performance targets. The retention bonuses are described in more detail in the Compensation Discussion and Analysis under the heading “Retention Awards”. |
Summary Compensation Table
| (3) The amounts shown in the Stock Awards column represent the grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations with respect to 2025 are contained and described in Note 17 to the Company’s financial statements for 2025 contained in our Annual Report. The amounts shown with respect to PSUs are based on the probable outcome of the applicable performance goals, which was determined to be 100% level achievement, excluding the effect of estimated forfeitures. The grant date fair value of the PSUs granted by the Company in 2025 assuming maximum achievement of the applicable performance goals is as follows: $17,682,301 for Mr. Smurfit, $5,108,194 for Mr. Bowles, $5,108,194 for Mr. Sellier, $4,322,302 for Mr. Mayer and $2,043,297 for Mr. Garren. |
Summary Compensation Table
| (4) Amounts in this column represent the NEOs’ annual short-term incentive bonuses under the AIP, all of which were paid fully in cash. |
Summary Compensation Table
| (5) The amounts in the “All Other Compensation” column for 2025 consist of the following: |
Summary Compensation Table
| ● | for Mr. Smurfit, a cash allowance in lieu of Company contributions under the Company’s tax-qualified defined contribution pension plan (at a rate of 10% base salary for the applicable year ($156,519), the aggregate incremental cost to the Company of providing car benefits ($29,866), an annual health plan cash allowance*, the aggregate incremental cost to the Company of providing executive financial and tax planning services and corporate gifts; |
Summary Compensation Table
| ● | for Mr. Bowles, a cash allowance in lieu of Company contributions under the Company’s tax-qualified defined contribution pension plan (at a rate of 10% base salary for the applicable year($98,907), the aggregate incremental cost to the Company of providing car benefits ($56,308), an annual health plan cash allowance*, the aggregate incremental cost to the Company of providing executive financial and tax planning services, and reimbursement for certain professional membership fees and corporate gifts; |
Summary Compensation Table
| ● | for Mr. Sellier, discretionary Company contributions credited under the Company’s tax-qualified defined contribution pension plan applicable to his region ($81,634), Company contributions under deferred compensation plan ($69,197), the aggregate incremental cost to the Company of providing car benefits, an annual health plan cash allowance*, the aggregate incremental cost to the Company of providing executive financial and tax planning services and the cost of group life insurance premiums; |
Summary Compensation Table
| ● | for Mr. Mayer, discretionary Company contributions credited under the Company’s tax-qualified defined contribution pension plan applicable to his region, the aggregate incremental cost to the Company of providing car benefits, the aggregate incremental cost to the Company of providing executive healthcare screening services, the aggregate incremental cost to the Company of providing executive financial planning services, an annual health plan cash allowance*, and the cost of group life insurance premiums; and |
Summary Compensation Table
| | 63 | 2026 PROXY STATEMENT |
Summary Compensation Table
| ● | for Mr. Garren, discretionary Company contributions credited under the Company’s tax-qualified defined contribution pension plan applicable to his region ($26,250), Company contributions under deferred compensation plan ($48,044) and the aggregate incremental cost to the Company of commuting and personal travel by his spouse. |
Summary Compensation Table
| * Since certain NEOs are not eligible to participate in a group medical program in their respective regions, the Company provides an annual health plan cash allowance to these NEOs which is intended to pay for private group medical costs. |
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table The following table summarizes each grant of an equity or non-equity incentive award made to the NEOs during fiscal 2025 under any incentive plan.
2025 Grants of Plan-Based Awards Table
| | | | | | | | | | All Other | | | | | | Estimated Possible Payouts | | | Estimated Possible Payouts | | | Stock | Grant Date | | | | | under Non-Equity Incentive | | | under Equity Incentive | | | Awards: | Fair Value of | | | | | Plan Awards(1) | | | Plan Awards(2) | | | Number of | Stock and | | | | | | | | | | | Shares or | Option | | | Award | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name | Type | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | Anthony Smurfit | AIP | | 1,369,545 | 2,739,091 | 5,478,181 | — | — | — | — | — | | | RSU | 3/11/2025 | — | — | — | — | — | — | 64,566 | 2,812,495 | | | PSU | 3/11/2025 | — | — | — | 96,849 | 193,698 | 387,396 | — | 8,841,150 | | Ken Bowles | AIP | | 619,559 | 1,239,119 | 2,478,237 | — | — | — | — | — | | | RSU | 3/11/2025 | — | — | — | — | — | — | 18,652 | 812,481 | | | PSU | 3/11/2025 | — | — | — | 27,979 | 55,957 | 111,914 | — | 2,554,097 | | Laurent Sellier | AIP | | 337,500 | 675,000 | 1,350,000 | — | — | — | — | — | | | RSU | 3/11/2025 | — | — | — | — | — | — | 18,652 | 812,481 | | | PSU | 3/11/2025 | — | — | — | 27,979 | 55,957 | 111,914 | — | 2,554,097 | | Saverio Mayer | AIP | | 322,821 | 645,642 | 1,291,285 | — | — | — | — | — | | | RSU | 3/11/2025 | — | — | — | — | — | — | 15,783 | 687,508 | | | PSU | 3/11/2025 | — | — | — | 23,674 | 47,348 | 94,696 | — | 2,161,151 | | Ben Garren | AIP | | 253,125 | 506,250 | 1,012,500 | — | — | — | — | — | | | RSU | 3/11/2025 | — | — | — | — | — | — | 7,461 | 325,001 | | | PSU | 3/11/2025 | — | — | — | 11,192 | 22,383 | 44,766 | — | 1,021,649 |
2025 Grants of Plan-Based Awards Table
| (1) Represents threshold, target and maximum opportunities for the NEOs in respect of the NEOs’ annual bonuses under the AIP. See “Compensation Discussion and Analysis — Components of Executive Compensation Program — Annual Incentive Plan” for information regarding the criteria applied in determining amounts payable under the awards. The actual amounts paid with respect to these awards are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. |
2025 Grants of Plan-Based Awards Table
| (2) Represents threshold, target and maximum opportunities for the NEOs in respect of PSUs granted by the Company, which vest over a three-year performance period based on the achievement of pre-established performance goals, subject to forfeiture as described in greater detail in “Compensation Discussion and Analysis — Components of Executive Compensation Program — Long-Term Incentive Plan.” The number of shares of common stock received on settlement is increased by dividend equivalents accrued during the performance period. |
2025 Grants of Plan-Based Awards Table
| (3) Represents RSUs granted under the LTI Plan that vest in substantially equal installments over three years, subject to forfeiture as described in greater detail in Compensation Discussion and Analysis — Components of Executive Compensation Program — Long-Term Incentive Plan.” The number of shares of common stock received on settlement is increased by dividend equivalents accrued in respect of the underlying RSU. |
2025 Grants of Plan-Based Awards Table
| (4) Amounts shown represent the aggregate grant date fair value of PSU and RSU awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. PSUs are shown assuming target performance is achieved. All assumptions made in the valuations are contained and described in Note 17 to the Company’s financial statements for 2025 contained in our Annual Report. |
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table Our 2025 compensation program was predominantly performance-based and consisted of three primary elements: (i) base salary which provides for a competitive level of fixed compensation reflecting the NEOs’ responsibilities, (ii) an annual performance-based bonus under our AIP, payable in cash based on achievement of pre-determined performance goals, and (iii) long-term equity incentive awards under our LTI Plan, which are intended to align our NEOs’ compensation with long-term shareholder interests. In 2025, the target grant date fair value of our NEOs’ long-term equity incentive awards was allocated 75% to PSUs (which vest following the competition of a three-year performance period based on the achievement of pre-determined performance goals and continued service) and 25% to service-based RSUs (which vest in substantially equal installments over three years, subject to continued service).
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
| | 64 | 2026 PROXY STATEMENT |
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
In addition, each of our NEOs has a service contract or offer letter and we maintain the Executive Severance Plan. The service contracts and offer letters, and the key terms of the Executive Severance Plan, are described in greater detail under “Potential Payments upon Termination or Change in Control”, below.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides details about each outstanding equity award held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | | | Equity Incentive | | | | | | | Plan Awards: | | | | | | Equity Incentive | Market or | | | | | | Plan Awards: | Payout Value of | | | | | | Number of | Unearned Shares, | | | | | | Unearned Shares, | Units or Other | | | | Number of Shares or | Market Value of Shares | Units or Other | Rights | | | | Units of Stock That | or Units of Stock That | Rights That Have | That Have Not | | Name | Grant Date | Have Not Vested (#) | Have Not Vested ($)(1) | Not Vested (#) | Vested ($)(1) | | Anthony Smurfit | 3/11/2025(2) | 66,592 | 2,575,113 | 99,888 | 3,862,650 | | | 8/2/2024(2) | — | — | 76,122 | 2,943,638 | | | 3/14/2024(3) | 21,304 | 880,717 | — | — | | | 3/14/2024(4) | 82,996 | 3,209,455 | — | — | | | 9/22/2023(3) | 23,049 | 958,883 | — | — | | | 9/22/2023(4) | 100,484 | 3,885,716 | — | — | | | 3/27/2020(3) | 1,746 | 78,917 | — | — | | Ken Bowles | 3/11/2025(2) | 19,236 | 743,856 | 28,855 | 1,115,804 | | | 8/2/2024(2) | — | — | 12,948 | 500,680 | | | 3/14/2024(3) | 13,082 | 540,816 | — | — | | | 3/14/2024(4) | 41,791 | 1,616,058 | — | — | | | 9/22/2023(3) | 14,154 | 588,834 | — | — | | | 9/22/2023(4) | 50,597 | 1,956,586 | — | — | | | 3/27/2020(3) | 980 | 44,295 | — | — | | Laurent Sellier | 3/11/2025(2) | 19,236 | 743,856 | 28,855 | 1,115,804 | | | 8/2/2024(2) | — | — | 7,959 | 307,775 | | | 3/14/2024(3) | 8,999 | 372,023 | — | — | | | 3/14/2024(4) | 30,614 | 1,183,843 | — | — | | | 9/22/2023(3) | 9,806 | 407,949 | — | — | | | 9/22/2023(4) | 37,885 | 1,465,013 | — | — | | Saverio Mayer | 3/11/2025(2) | 16,277 | 629,432 | 24,415 | 944,109 | | | 8/2/2024(2) | — | — | 4,975 | 192,383 | | | 3/14/2024(3) | 10,907 | 450,900 | — | — | | | 3/14/2024(4) | 36,788 | 1,422,592 | — | — | | | 9/22/2023(3) | 12,288 | 511,205 | — | — | | | 9/22/2023(4) | 44,539 | 1,722,323 | — | — | | Ben Garren | 3/11/2025(2) | 7,693 | 297,488 | 11,541 | 446,290 | | | 8/2/2024(2) | — | — | 13,663 | 528,329 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The values of the outstanding awards reflected in these columns are based on a price per Smurfit Westrock ordinary share of $38.67, the closing price of one Smurfit Westrock ordinary share on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Represents PSUs granted by the Company in August 2024 following the Combination and RSUs and PSUs granted by the Company in March 2025, along with dividend-equivalent units accrued in respect of such PSUs and RSUs that will settle in Smurfit Westrock ordinary shares. RSUs vest in ratable annual installments over a three-year period, subject to the NEO’s continued service through the applicable vesting date. PSUs vest (i) with respect to PSU granted in August 2024, subject to achievement of performance goals based on the Company’s relative TSR over a performance period commencing on and including July 8, 2024, and ending December 31, 2026, or (ii) with respect to PSUs granted in March 2025, subject to achievement of rTSR (40%), adjusted cumulative EPS (30%) and average ROCE (30%) performance goals over a performance period commencing on and including January 1, 2025, and ending on December 31, 2027, and in each case generally subject to the NEOs continued service through the date that the Compensation Committee certifies the extent to which the applicable performance goals have been met. The amounts reported in the table are in accordance with relevant SEC rules; however, actual payouts may range from 0% to 200% (the maximum number of PSUs) based on final performance results. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Represents the awards granted by Smurfit Kappa under the Smurfit Kappa Deferred Bonus Plan (“DBP”), which represent (i) the stock award portion of annual bonuses earned for the performance year immediately preceding the applicable year of grant under the pre-Combination Smurfit Kappa bonus program, which, upon the Combination, were converted into an award in respect of Smurfit Westrock ordinary shares covering the same number of Smurfit Westrock ordinary shares as covered by the underlying DBP awards as of immediately prior to the Combination, and will vest at the end of a three-year period following the date of grant, generally subject to the NEOs continued employment with the Company through such date, and (ii) dividends accrued in respect of such DBP awards that will settle in cash when such DBP awards vest. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| | 65 | 2026 PROXY STATEMENT |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Represents awards granted by Smurfit Kappa under the Smurfit Kappa Performance Share Plan (“PSP”) outstanding as of the Combination granted during, and prior to, fiscal year 2024, which, upon the Combination, (i) were converted into an award in respect of Smurfit Westrock ordinary shares covering the same number of Smurfit Westrock ordinary shares as covered by such PSP awards, as of immediately prior to the Combination, (ii) were modified upon the Combination to deem performance goals achieved at 100%, and (iii) will vest at the end of a three-year period following the date of grant of each award, respectively, generally subject to the NEOs continued employment with the Company through such date, and includes dividend equivalent units accrued in respect of such PSP awards that will settle in Smurfit Westrock ordinary shares when such PSP awards vest. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The table below sets forth the number of shares acquired in 2025 as a result of the vesting of PSP awards and DBP awards granted to our NEOs under the PSP and DBP, respectively. No stock or stock-based awards granted to our NEOs under our LTI Plan vested or were settled in 2025.
Option Exercises and Stock Vested
| | Number of Shares | Value | | | Acquired on | Realized | | | Vesting | on Vesting | | Name | (#)(1) | ($)(2) | | Anthony Smurfit | 96,704 | 5,352,423 | | Ken Bowles | 50,576 | 2,805,149 | | Laurent Sellier | 32,997 | 1,829,677 | | Saverio Mayer | 40,946 | 2,273,649 |
Option Exercises and Stock Vested
| (1) Reflects the vesting of DBP awards and PSP awards as reflected in greater detail in the below table, including dividend-equivalent units accrued in respect of PSP awards as follows: Anthony Smurfit, 8,541; Ken Bowles, 4,299; Laurent Sellier, 2,817; Saverio Mayer, 3,405. |
Option Exercises and Stock Vested
| (2) The value realized as shown in this table and the sub-table that follows is calculated as the number of Smurfit Westrock ordinary shares vested multiplied by the closing price on the date of vesting. The value realized on DBP awards vested includes the value of accrued cash dividends as follows: Anthony Smurfit, $67,549; Ken Bowles, $41,170; Laurent Sellier, $26,390; Saverio Mayer, $35,949. |
Option Exercises and Stock Vested
| | | Value | | Value | | | | Realized | | Realized | | | DBP | on Vesting of | PSP | on Vesting of | | | Awards | DBP Awards | Awards | PSP Awards | | Name | (#) | ($)(2) | (#) | ($)(2) | | Anthony Smurfit | 17,779 | 1,039,172 | 78,925 | 4,313,251 | | Ken Bowles | 10,836 | 633,358 | 39,740 | 2,171,791 | | Laurent Sellier | 6,946 | 405,989 | 26,051 | 1,423,687 | | Saverio Mayer | 9,462 | 553,048 | 31,484 | 1,720,601 |
Option Exercises and Stock Vested
| | 66 | 2026 PROXY STATEMENT |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control This section describes the payments and benefits that our NEOs would receive in connection with certain employment termination scenarios, including in connection with certain qualifying terminations of employment following a change in control, in each case as of December 31, 2025. With respect to payment and benefits that would be made in euros, such payments and benefits are presented in this section in U.S. Dollars based on the average daily exchange rate for 2025 — 1.1284 U.S. Dollars per euro.
Quantification of Potential Payments upon Termination or Change in Control
Quantification of Potential Payments upon Termination or Change in Control The following table sets forth the aggregate amounts that would have been payable to each NEO under their individual agreement or the Executive Severance Plan, as applicable, assuming the applicable termination event or change in control occurred on December 31, 2025.
Quantification of Potential Payments upon Termination or Change in Control
| | | Annual | Continued | | | | | Cash | Incentive | Health | Equity | | | | Payments | Plan Payments | Benefits | Incentive | Total | | | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Anthony Smurfit | | | | | | | Termination without Cause | 3,130,388 | 5,478,182 | 20,866 | 15,008,492 | 23,637,928 | | Death | — | — | — | 14,744,724 | 14,744,724 | | Disability | — | — | — | 25,561,845 | 25,561,845 | | Retirement | — | — | — | 15,008,492 | 15,008,492 | | Change in Control Qualifying Termination | 4,695,582 | 8,217,273 | 31,299 | 37,744,132 | 50,688,286 | | Ken Bowles | | | | | | | Termination without Cause | 1,486,943 | 1,858,679 | 15,650 | 5,409,456 | 8,770,728 | | Death | — | — | — | 5,752,653 | 5,752,653 | | Disability | — | — | — | 7,898,258 | 7,898,258 | | Retirement | — | — | — | 5,409,456 | 5,409,456 | | Change in Control Qualifying Termination | 1,982,590 | 2,478,238 | 20,866 | 11,417,692 | 15,899,386 | | Laurent Sellier | | | | | | | Termination without Cause | 1,350,000 | 1,012,500 | 10,755 | 3,772,655 | 6,145,910 | | Death | — | — | — | 4,347,407 | 4,347,407 | | Disability | — | — | — | 5,952,947 | 5,952,947 | | Retirement | — | — | — | 3,772,655 | 3,772,655 | | Change in Control Qualifying Termination | 1,800,000 | 1,350,000 | 14,340 | 9,472,381 | 12,636,721 | | Saverio Mayer | | | | | | | Termination without Cause | 1,291,284 | 968,463 | 8,895 | 4,094,310 | 6,362,952 | | Death | — | — | — | 4,662,295 | 4,662,295 | | Disability | — | — | — | 5,830,361 | 5,830,361 | | Retirement | — | — | — | 4,094,310 | 4,094,310 | | Change in Control Qualifying Termination | 1,721,712 | 1,291,284 | 11,860 | 8,808,222 | 11,833,078 | | Ben Garren | | | | | | | Termination without Cause | 675,000 | — | — | 4,195,966 | 4,870,966 | | Death | — | — | — | 1,011,375 | 1,011,375 | | Disability | — | — | — | 2,788,146 | 2,788,146 | | Retirement | — | — | — | 1,267,835 | 1,267,835 | | Change in Control Qualifying Termination | 675,000 | — | — | 4,195,966 | 4,870,966 |
Quantification of Potential Payments upon Termination or Change in Control
| (1) These amounts represent the annual base salary portion of cash severance payments under the Executive Severance Plan or, as applicable, continued base salary or PILON payments under Messrs. Smurfit, Bowles and Garren’s Individual Agreements. However, pursuant to the applicable Individual Agreements, any PILON payments will reduce ratably the cash severance payments provided under the Executive Severance Plan, resulting in the same amounts in respect of cash severance payments that would have been received under the Executive Severance Plan without any entitlement to PILON payments. |
Quantification of Potential Payments upon Termination or Change in Control
| (2) These amounts represent the target annual bonus portion of cash severance payments under the Executive Severance Plan. |
Quantification of Potential Payments upon Termination or Change in Control
| (3) These amounts represent a healthcare coverage subsidy payment under the Executive Severance Plan, generally equal to the applicable premium cost for the number of years equal to the applicable severance multiple. |
Quantification of Potential Payments upon Termination or Change in Control
| (4) These amounts represent the RSUs, PSUs, PSP awards and/or DBP awards, along with any dividend or dividend equivalent units accrued thereunder, as applicable, that would become vested upon the occurrence of the applicable event, based on a share price of $38.67, the closing price of one ordinary share on December 31, 2025, the last trading day of 2025. For purposes of any PSUs which remain subject to actual performance following termination, the amounts in this row reflect performance at maximum. |
Quantification of Potential Payments upon Termination or Change in Control
| | 72 | 2026 PROXY STATEMENT |
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, calculated in a manner consistent with SEC rules as described further below.
Pay Versus Performance
| | | | | | Value of Initial Fixed | | | | | | | | Average | | $100 Investment Based On:(4) | | | | | | Summary | | Summary | Average | | Peer Group | | | | | Compensation | Compensation | Compensation | Compensation | Total | Total | | | | | Table Total for | Actually Paid | Table Total for | Actually Paid to | Shareholder | Shareholder | | Adjusted | | | PEO | to PEO | Non-PEO NEOs | Non-PEO NEOs | Return | Return | Net Income | EBITDA | | Year | ($)(1) | ($)(3) | ($)(2) | ($)(3) | ($) | ($)(5) | ($in millions)(6) | ($in millions)(7) | | 2025 | 16,429,689 | (726,562) | 5,279,852 | 1,729,745 | 88.21 | 96.75 | 699 | 4,939 | | 2024 | 21,329,257 | 27,897,467 | 5,882,218 | 7,199,348 | 118.10 | 109.32 | 319 | 2,431 |
Pay Versus Performance
| (1) The dollar amount reported in this column represents the total compensation reported for Mr. Smurfit, our PEO, for 2024 and 2025 in our Summary Compensation Table. Refer to the “Executive Compensation Tables — Summary Compensation Table.” |
Pay Versus Performance
| (2) The dollar amount reported in this column represents the average of the total compensation reported for our Non-PEO NEOs for each applicable year in our Summary Compensation Table. The Non-PEO NEOs for 2024 were Ken Bowles, Saverio Mayer, Laurent Sellier, and Ben Garren. The Non-PEO NEOs for 2025 were Ken Bowles, Saverio Mayer, Laurent Sellier, and Ben Garren. |
Pay Versus Performance
| (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 2025, 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. |
Pay Versus Performance
| Compensation Actually Paid for 2025 | PEO | Non-PEO NEOs | | Summary Compensation Table Total | $16,429,689 | $5,279,852 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $(11,653,645) | $(2,732,116) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $5,427,041 | $1,281,938 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(11,071,366) | $(2,149,409) | | 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 | $76,396 | $24,593 | | Plus, value of dividends or other earnings paid on equity awards not otherwise reflected in total compensation | $65,323 | $24,887 | | Compensation Actually Paid | $(726,562) | $1,729,745 |
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 each fiscal year 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. |
Pay Versus Performance
| (5) The peer group used for purposes of determining the TSR of our peer group is the Dow Jones U.S. Containers & Packaging Index. |
Pay Versus Performance
| (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for each fiscal year. |
Pay Versus Performance
| (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 is determined as net income before income tax expense, depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service income (expense), net, share-based compensation expense, other expense, net, impairment and restructuring costs, transaction and integration-related expenses associated with the Combination, amortization of fair value step up on inventory and other specific items that management believes are not indicative of the ongoing operating results of the business |
Pay Versus Performance
| | 73 | 2026 PROXY STATEMENT |
Pay Versus Performance
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 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.
Compensation Actually Paid, Cumulative TSR and Peer Group TSR
Compensation Actually Paid, Cumulative TSR and Peer Group TSR Our TSR decreased by 11.8% from December 31, 2024 (the last trading day of the fiscal year 2024) through the end of 2025. The decrease in our TSR is in line with the 3.3% decrease in the Dow Jones U.S. Containers & Packaging Index over the same period. The decrease in our TSR from the Combination is the primary reason that the 2025 CAP to our PEO of ($726,562) is lower than the Summary Compensation Table figure of $16,429,689, and that the average CAP for our Non-PEO NEOs of $1,729,745 is lower than the Summary Compensation Table average of $5,279,852.
Compensation Actually Paid and Financial Performance Measures
Compensation Actually Paid and Financial Performance Measures Since we became a newly U.S. listed, Irish public company on July 8, 2024, at this time there is no clear correlation between compensation actually paid, net income, and adjusted EBITDA. We believe the compensation actually paid to our PEO and Non-PEO NEOs in 2025 reflects our pay-for-performance philosophy, and this relationship will develop 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 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:
Compensation Actually Paid and Financial Performance Measures
| 1. | Adjusted EBITDA |
Compensation Actually Paid and Financial Performance Measures
| 2. | Free Cash Flow |
Compensation Actually Paid and Financial Performance Measures
| 3. | Relative TSR |
Compensation Actually Paid and Financial Performance Measures
| 4. | Cumulative Adjusted Earnings per Share |
Compensation Actually Paid and Financial Performance Measures
| 5. | Average Return on Capital Employed |
Compensation Actually Paid and Financial Performance Measures
| | 74 | 2026 PROXY STATEMENT |
CEO PAY RATIO
CEO PAY RATIO Pursuant to the pay ratio disclosure requirement under Item 402 of Regulation S‑K, we provide the following information comparing the annual total compensation of our CEO to that of our median employee (excluding our CEO), together with a description of the methodology used to identify the median employee and calculate the respective compensation amounts. For 2025, the annual total compensation of our median employee (excluding our CEO) was $60,554, while the annual total compensation as presented in the “Total” column in the 2025 Summary Compensation Table for our CEO was $16,429,689. As a result, for 2025, the ratio of the annual total compensation of our CEO to that of our median employee was estimated to be 271 to 1. Methodology Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Our methodology and process is explained below:
CEO PAY RATIO
| ● | Determined employee population. We began with our global employee population (excluding our CEO) as of October 1, 2025 (the “Determination Date”). As of that date, we had approximately 95,797 full-time, part-time, and seasonal or temporary workers, employed by the Company, consisting of 31,860 U.S. employees and 63,937 non-U.S employees. Pursuant to the de minimis exemption allowed by the SEC, we then excluded 4,614 non-U.S. employees located in certain countries, which represented in aggregate less than 5% of our total population (Austria (572), Bulgaria (299), Greece (202), Hungary (38), Latvia (5), Lithuania (112), Monaco (1), Morocco (135), Norway (190), Portugal (187), Slovakia (210), South Africa (1), Switzerland (199), Australia (212), India (408), Japan (52), Malaysia (6), New Zealand (3), Singapore (1), South Korea (20), Taiwan (6), Thailand (10), Vietnam (3), Chile (211), Costa Rica (362), Dominican Republic (467), Ecuador (88), El Salvador (344), Guatemala (7), Honduras (4), Nicaragua (13), and Peru (246)). After excluding the countries and employees described above, we determined the identity of our median employee from a population of 91,183 employees, including 31,860 U.S. employees and 59,323 non-U.S. employees. |
CEO PAY RATIO
| ● | Identified the median employee. We used a consistently applied compensation measure across the employee population determined as described above to calculate the median employee. We did not make any cost-of-living adjustments. The consistently applied compensation measure we used was annualized base salary, which we believe is a compensation measure that can be applied consistently across our employee population. Annualized base salary for salaried employees consisted of the base rate effective on October 1, 2025, and for hourly employees consisted of the annualized base rate, using the hourly rate effective on October 1, 2025, and standard annual work hours. |
CEO PAY RATIO
| ● | Calculated CEO pay ratio. We calculated our median employee’s annual total compensation for 2025 according to the SEC’s instructions for preparing the Summary Compensation Table as detailed in Item 402(c)(2)(x) of Regulation S-K. We then calculated our CEO’s annual total compensation using the same approach to determine the pay ratio shown above as of the Determination Date. |
CEO PAY RATIO
Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO PAY RATIO
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