DEF 14A of Magnera Corp
Filed Jan 14, 2026 · FY20250001140361-26-001150
Nominees for Director
Nominees for Director
Nominees for Director
| Name | Age | Joined | Primary Occupation | Other Public Boards | Committee Membership | | | | | | | | | Audit | Comp | NCG | | Curtis L. Begle | 50 | 2024 | President and CEO, Magnera Corporation | — | | | | | Bruce Brown* | 67 | 2014 | Retired Chief Technology Officer, Procter & Gamble, Inc. | 1 | | | | | Michael S. Curless* | 62 | 2024 | Retired Chief Investment Officer & Chief Customer Officer, Prologis | — | | | | | Thomas M. Fahnemann | 64 | 2022 | Former President and CEO, Glatfelter Corporation | — | | | | | Kevin M. Fogarty* (NEC) | 60 | 2012 | Retired President, CEO, and Director, Kraton Corporation, Inc. | 1 | | | | | Mary D. Hall* | 69 | 2024 | Executive Vice President and CFO, Ingevity Corporation | 1 | | | | | Samantha J. Marnick* | 55 | 2024 | President, Americas, Latecoere | — | | | | | C. Rick Rickertsen* | 65 | 2024 | Managing Partner, Pine Creek Partners | 2 | | | | | Thomas E. Salmon* | 62 | 2024 | Retired Chairman and CEO, Berry Global | 1 | | | |
Nominees for Director
| * Independent Director (NEC) Non-Executive Chair | Committee Chair Committee Member |
Election of Directors
Election of Directors The Board currently consists of nine directors, each of whom is standing for re-election at the Annual Meeting and each of whom is named in this proxy statement. The Company’s shareholders will vote on the election of the following nine director nominees to serve on the Board for one-year terms expiring on the date of the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified:
Election of Directors
| Curtis L. Begle | Thomas M. Fahnemann | Samantha J. Marnick | | Bruce Brown | Kevin M. Fogarty | C. Rick Rickertsen | | Michael S. Curless | Mary D. Hall | Thomas E. Salmon |
Election of Directors
Each director nominee has consented to serve if re-elected to the Board. If at the time of the Annual Meeting a director nominee is unable to serve, an event we do not anticipate, the Proxy Holders (as defined in the “Frequently Asked Questions” section of this proxy statement) will vote for a substitute director nominee as may be designated by the Board, unless the Board elects to reduce the size of the Board accordingly or has not yet identified a replacement nominee. The Board recommends a vote “FOR” each of the nine director nominees.
Director Nominees
Director Nominees
Director Nominees
| Kevin M. Fogarty | | NON-EXECUTIVE CHAIR | | Independent | | Board Committees: Compensation | | Age: 60 | | Director Since: 2012 |
Director Nominees
Mr. Fogarty serves as Non-Executive Chair of Magnera, a position he has held since August 2022. He retired as President, Chief Executive Officer and Director of Kraton Corporation, Inc. (“Kraton”) (formerly NYSE: KRA), a leading global sustainable producer of specialty polymers and high-value bio-based products, following its sale to DL Chemical in March 2022. Before joining Kraton in 2005, Mr. Fogarty spent 14 years with the Koch Industries, Inc. family of companies, where he held a variety of roles, including President for Polymer and Resins at Invista and President of KoSa’s Polymer and Intermediaries business. Since 2022, Mr. Fogarty has served as non-executive Chair of the Board of Directors of Ecovyst Inc. (NYSE: ECVT), a leading integrated and innovative global provider of specialty catalysts and services. He previously served on the boards of the American Chemistry Council (2017 – 2022), and OPAL Fuels Inc. (NASDAQ: OPAL) (2022 – 2025). Mr. Fogarty has significant experience with manufacturing, international operations, strategic partnerships, public company accounting and financial reporting, and new product development, in addition to his experience with strategic planning, operations, risk management, and corporate governance. He has more than ten years of experience as a director of public companies.
Director Nominees
| Curtis L. Begle | | DIRECTOR | | President & CEO | | Age: 50 | | Director Since: 2024 |
Director Nominees
Mr. Begle serves as the President and Chief Executive Officer of Magnera. Prior to Magnera, Mr. Begle spent his entire career with Berry Global (formerly NYSE: BERY), which he joined in 1999. Most recently, he was the President of the Health, Hygiene and Specialties Division at Berry Global, one of its four business units, where he led the $3.4 billion global business. During his time with Berry Global, Mr. Begle rose through various positions of increasing responsibility in sales and leadership, serving as President of Berry Global’s Rigid Closed Top Division from 2009 to 2014 and President of the Engineered Materials Division from 2014 through 2018. Mr. Begle served on the Board of Directors and Executive Committee for the Flexible Packaging Association from 2016 to 2024 and served as its Chair from 2019 to 2021. Mr. Begle is also a committed member of the Evansville, Indiana community. He is the Immediate Past Chair of the Evansville Regional Economic Partnership, for which he has been a board member since 2016. He has also been appointed to the Evansville Promise Neighborhood Sustainability Council. Mr. Begle has served on the Board of Directors for Deaconess Health Systems since 2019. Additionally, in 2019, Mr. Begle joined the Board of Trustees for the University of Evansville, his alma mater. KEY QUALIFICATIONS AND EXPERIENCES: Mr. Begle has extensive and long-tenured involvement in the consumer packaging and engineered materials industry. His experience includes leadership of global commercial, operations, supply chain, human resources, and innovation.
Director Nominees
| Bruce Brown | | DIRECTOR | | Independent | | Board Committees: Compensation, Chair Nom & Corp Gov | | Age: 67 | | Director Since: 2014 |
Director Nominees
Mr. Brown retired in 2014 from his position as the Chief Technology Officer of Procter & Gamble, Inc. (“P&G”), a publicly traded consumer goods company (NYSE: PG). With 34 years of experience at P&G, Mr. Brown’s responsibilities included leadership for P&G’s Innovation and Technology Program and Global Research & Development. Globally recognized as an innovation thought leader, Mr. Brown currently serves as Lead Independent Director for Innventure (NASDAQ: INV), a technology commercialization platform. He previously served on the Board of Directors for Nokia Corporation (NYSE: NOK) from 2012 to 2023 and Medpace Holdings, Inc. (NASDAQ: MEDP) from 2016 to 2019. Mr. Brown is a proven leader in innovation, global expansion, and organizational leadership development and he has familiarity with a number of the Company’s products and materials. He brings over three decades of business-building experience to the Board and has more than ten years of experience as a director of public companies.
Director Nominees
| Michael S. Curless | | DIRECTOR | | Independent | | Board Committees: Audit Nom & Corp Gov | | Age: 62 | | Director Since: 2024 |
Director Nominees
Mr. Curless is an industry veteran in commercial real estate spanning the industrial, office, retail, healthcare, and data center sectors. From 1995 to 2000 and again from 2010 to 2023, Mr. Curless was employed at Prologis (NYSE: PLD), a top 75 company in the S&P 500 with over 1 billion square feet in 19 countries. He originally served as the founding market officer for the Indianapolis and St. Louis operations. He rejoined Prologis on the executive team as the Chief Investment Officer with additional responsibility for all customer-related activity. Mr. Curless further chaired the Prologis Investment Committee. In 2019, he served as Prologis’ first Chief Customer Officer. From 2000 to 2010, Mr. Curless was the President and one of four principals at Lauth Property Group, a privately held, national construction and development firm. In this role, he had overall responsibility for operations, development and asset management for the firm. In his early career, Mr. Curless served as an associate with the Trammell Crow Company and as a financial analyst with General Electric Company. Mr. Curless is a former member of the Young Presidents’ Organization and is currently active with Indiana University in multiple capacities. He also serves on the Investment Committee for Sample Gates Management, LLC and is a director for the Western Golf Association, specifically focused on development of Evans Scholar recipients. KEY QUALIFICATIONS AND EXPERIENCES: Mr. Curless has executive level experience in both private and public companies at the highest level within the organizations. He is a proven leader in the international real estate industry with key experience in corporate strategy, capital markets, human resources, customer experience, and corporate transformation.
Director Nominees
| Thomas M. Fahnemann | | DIRECTOR | | Former President & CEO | | Age: 64 | | Director Since: 2022 |
Director Nominees
Mr. Fahnemann was President and Chief Executive Officer of Glatfelter Corporation (formerly NYSE: GLT) from 2022 to 2024. Since 2017, Mr. Fahnemann has been a member of the Board of Directors and Chair of the Audit Committee for AustroCel Hallein, a producer of pulp and bio-energy. From 2010 to 2017, Mr. Fahnemann served as the Chief Executive Officer and Chairman of the Management Board of Semperit Holding AG, a global manufacturer of industrial polymer products and solutions. Prior to 2010, he held leadership roles in various fiber- and chemical-based businesses, including serving as Chief Executive Officer and Chairman of the Management Board, RHI AG; Chief Executive Officer and Chairman of the Management Board, Lenzing AG; and Vice President, General Manager, KoSa (Koch Industries). Mr. Fahnemann has significant experience leading worldwide operations, including international and domestic sales, marketing, research and development, global supply chain, information technology, and corporate program management, overseeing legal and human resource functions, and leading strategy development.
Director Nominees
| Mary D. Hall | | DIRECTOR | | Independent | | Board Committees: Audit | | Age: 69 | | Director Since: 2024 |
Director Nominees
Ms. Hall is the Executive Vice President and Chief Financial Officer at Ingevity Corporation (NYSE: NGVT), a global specialty chemicals and materials company that manufactures bio-based and biodegradable chemistries, where she manages the finance organization, corporate development, investor relations, supply chain and information technology. Before joining Ingevity in 2021, she served as Chief Financial Officer and Treasurer at Quaker Houghton beginning in 2015. Prior to Quaker Houghton, Hall was Vice President and Treasurer of Eastman Chemical Company. During her 20-year tenure with Eastman, she held various senior-level financial positions including Controller, Treasurer, and Head of Business Finance. Prior to Eastman, Ms. Hall held financial and banking positions with Nalco Chemical Company and several banks, including Citibank and First Chicago (now J.P. Morgan). Ms. Hall serves on the Board of Directors for Applied Industrial Technologies (NYSE: AIT). She also serves on the Advisory Board of FM Global. KEY QUALIFICATIONS AND EXPERIENCES: Ms. Hall has 30 years of experience as a public company financial executive. She has extensive experience on an international basis in finance, capital markets, investor relations, corporate strategy and development, risk management, information technology, and supply chain.
Director Nominees
| Samantha J. Marnick | | DIRECTOR | | Independent | | Board Committees: Compensation Nom & Corp Gov | | Age: 55 | | Director Since: 2024 |
Director Nominees
Ms. Marnick is the President of the Americas Region for Latecoere, a French, publicly traded tier 1 supplier to major international aircraft manufacturers. As Regional President, she oversees business development, sales and programs, and manufacturing operations within her respective region. Before assuming her current role with Latecoere, she served on its board of directors starting in 2024. Prior to joining Latecoere, Ms. Marnick provided operational and business consulting services on strategy, acquisition targets, contract negotiations, turnarounds/divestures, supply chain, operations, human capital, and labor relations issues, as well as senior executive coaching. Formerly, she was the Chief Operating Officer, President Commercial for Spirit AeroSystems (NYSE: SPR), a global aerostructures supplier with $6B in 2023 revenues and 18,000 employees across US, Europe, and Asia. Before leaving Spirit in 2023, Ms. Marnick had primary responsibility for the commercial business (approximately $5 billion in revenue) and had global corporate responsibility for operational metrics, make-buy-where, supply chain, logistics, facilities footprint, and advanced manufacturing. Prior key functional roles at Spirit included Chief Administrative Officer and Chief Human Resource Officer. Before joining Spirit in 2006, Ms. Marnick spent most of her career in management consulting focused on human capital, communication, and change management consulting with Mercer Human Resource Consulting in Europe and the US; Watson Wyatt Worldwide in the UK; and as a Civil Servant for the UK’s Department of Health and Social Security. Since 2018, she has served as a board member for InTrust Bank (privately held). She also previously served as a board member for the US Chamber (Non-Profit), and as a Company Trustee (representing Spirit) on the IAM National Multi Employer Pension Fund. Ms. Marnick is a high-achieving global leader with an exceptional career record in P&L operations, human resources, and communication consulting. Her prior experience includes executive compensation, global human resources strategy and transformation, mergers and acquisitions, regulatory compliance, risk management, supply chain, and sustainability.
Director Nominees
| C. Rick Rickertsen | | DIRECTOR | | Independent | | Board Committees: Audit, Chair Compensation | | Age: 65 | | Director Since: 2024 |
Director Nominees
Mr. Rickertsen is currently the managing partner of Pine Creek Partners, a private equity investment firm based in Washington, D.C., a position he has held since 2004. He has worked in private equity for over 25 years. Prior to founding Pine Creek Partners, Mr. Rickertsen was Chief Operating Officer and Managing Partner of Thayer Capital Partners from 1998 to 2004. Mr. Rickertsen was a founding partner of three Thayer investment funds and is a published author. Currently, he serves on the following public company boards: Hut8 (NASDAQ: HUT) since 2024 and Strategy Inc. (f/k/a MicroStrategy) (NASDAQ: MSTR) since 2002. Mr. Rickertsen served on the Board of Berry Global (formerly NYSE: BERY) from 2013-2024, and held previous directorships with Noranda Corporation, Convera Corporation, UAP Holding Corp., and Homeland Security Capital Corporation. KEY QUALIFICATIONS AND EXPERIENCES: Mr. Rickertsen is a recognized expert in management buyouts and mergers. He has further extensive experience in mergers and acquisitions, capital markets, finance, corporate strategy, corporate governance, executive compensation, and regulatory/compliance. He has more than 25 years of experience as a director of public companies.
Director Nominees
| Thomas E. Salmon | | DIRECTOR | | Independent | | Board Committees: Nom & Corp Gov, Chair Audit | | Age: 62 | | Director Since: 2024 |
Director Nominees
Mr. Salmon is the retired Chief Executive Officer and Chairman of Berry Global (formerly NYSE: BERY), a Fortune 250 company and leading global manufacturer of rigid, flexible, and nonwoven packaging, protection and adhesive products with 200+ locations and ~40,000 associates worldwide and sales of nearly $13 billion. Mr. Salmon joined Berry Global in 2007. During his 16 years at Berry Global, he served in a number of leadership roles, including President and Chief Operating Officer, as well as President of its Consumer Packaging, Rigid Closed Top, and Engineered Materials divisions. Under Mr. Salmon’s leadership, Berry Global became a founding member of the Alliance to End Plastic Waste, and in 2021, he was appointed as an officer for the organization. In 2022, Mr. Salmon joined the American Chemistry Council’s Plastics Division Operating Committee leadership team as the Value Chain Committee Chair. Under his leadership, and through a number of initiatives and key customer collaborations, Mr. Salmon elevated Berry Global as a sustainability leader with its size, scale and influence across the value chain in creating a more circular, low-carbon economy. Before joining Berry Global, Mr. Salmon began his manufacturing career in sales with Honeywell International, successfully progressing through regional, national, and global sales management roles, and ultimately becoming General Manager. After leaving Honeywell, Mr. Salmon served as President of TYCO International Ltd Adhesives and later President of Covalence Specialty Adhesives LLC. Since 2018, Mr. Salmon has served on the Board of Directors of Old National Bank (NASDAQ: ONB). He also serves in various community roles. Mr. Salmon is an industry leader with extensive experience in consumer packaging, including global commercial, operations, and supply chain management. His leadership experience also extends to corporate strategy, capital markets, sustainability, executive compensation, transformation, and mergers and acquisitions. He has over five years’ experience serving as a public company director.
Evaluation of Board Nominees
Evaluation of Board Nominees The NCG Committee reviews all director nominations submitted to the Company, including individuals recommended by shareholders, directors, or members of management, using the same criteria. When evaluating whether to recommend an individual for nomination or re-nomination, the NCG Committee will consider, at a minimum and in accordance with the Company’s Corporate Governance Principles, the candidate’s independence, professional experience, diversity in personal background, knowledge of the Company’s business or industry, skills, expertise, wisdom, integrity, business acumen and availability to devote the necessary time to serve on the Board. The Board believes that diversity in personal background, professional experience, qualifications, attributes and skills, and how they complement, supplement, or duplicate those of other Board members can enhance the effectiveness of the Board and are important considerations in evaluating and selecting director candidates. The NCG Committee reviews the qualifications of each incumbent director, including the director’s understanding of the Company’s business and the environment in which the Company operates, attendance, and participation at Board and applicable committee meetings, and independence, including any relationships with the Company. Prior to nomination, each candidate for director must consent to stand for election, and each director nominee must agree in writing to abide by the Company’s Elections Policy set forth in its Corporate Governance Principles (as discussed in greater detail below). After the NCG Committee has completed its evaluation of all director candidates, it presents a recommended slate of directors to the Board for consideration and approval. The NCG Committee also discusses with the Board any candidates considered by the NCG Committee but not recommended for election or re-election as a director. The NCG Committee recommended, and the Board approved, the nomination of all nine incumbent directors for re-election at the Annual Meeting. These decisions were based on the individual experiences, qualifications, attributes, and skills of each candidate, including as described in the skills matrix in the “Board Skills and Experience” section of this proxy statement.
Director Compensation
Director Compensation Non-employee directors receive compensation for their service that is designed to compensate them fairly for the time, effort, and accountability required of a director and to align their interests with our shareholders. In making non-employee director compensation recommendations to the Board, the Compensation Committee considered the analysis of director compensation of the Company’s compensation peer group provided by Meridian Compensation Partners LLC (“Meridian”), the Compensation Committee’s independent compensation consultant (see discussion regarding the compensation peer group in the CD&A.). Meridian’s analysis included a review of annual cash retainers, annual equity grants, meeting fees, and committee fees compared to the compensation peer group.
Director Compensation Table
Director Compensation Table
Director Compensation Table
| Name(1) | Fees Paid in Cash(2) | Stock Awards(3)(4) | Total | | Bruce Brown | $120,000 | $199,996 | $319,996 | | Michael S. Curless | $100,000 | $199,996 | $299,996 | | Thomas M. Fahnemann | $100,000 | $149,981 | $249,981 | | Kevin M. Fogarty | $230,000 | $199,996 | $429,996 | | Mary D. Hall | $100,000 | $199,996 | $299,996 | | Samantha J. Marnick | $100,000 | $199,996 | $299,996 | | C. Rick Rickertsen | $125,000 | $199,996 | $324,996 | | Thomas E. Salmon | $118,750 | $199,996 | $318,746 |
Director Compensation Table
| (1) Only non-employee directors receive compensation for service on the Board. Accordingly, our CEO, Curtis L. Begle, did not receive compensation for his service as director in 2025. For information on Mr. Begle’s 2025 compensation, see the Summary Compensation Table. |
Director Compensation Table
| (2) The amounts include annual retainer fees and standing committee chair fees paid in cash. |
Director Compensation Table
| (3) In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, the amount shown for all non-employee directors is based on the grant date fair market value of $21.05 per share for RSUs granted on November 4, 2024, which vested one year after the grant date. |
Director Compensation Table
| Name | Number of RSUs Granted | | Bruce Brown | 9,501 | | Michael S. Curless | 9,501 | | Thomas M. Fahnemann | 7,125 | | Kevin M. Fogarty | 9,501 | | Mary D. Hall | 9,501 | | Samantha J. Marnick | 9,501 | | C. Rick Rickertsen | 9,501 | | Thomas E. Salmon | 9,501 |
Director Compensation Table
| (4) Each independent director’s annual award value of $150,000 was combined with a Transaction equity RSU award valued at $50,000 to recognize their commitment of time to complete the required pre-close activities to ensure successful completion of the Transaction. |
Management Composition and Leadership
Management Composition and Leadership Below is biographical information regarding Magnera’s executive officers, excluding Curtis L. Begle, our President and Chief Executive Officer, whose biographical information may be found under Proposal 1, “Director Nominees” section of this proxy statement.
Management Composition and Leadership
| Executive Officers | | James Till Chief Financial Officer Age: 48 James Till has served as Chief Financial Officer since November 4, 2024. Mr. Till previously held various senior level finance positions at Berry Global since 2008, with most recently serving as Berry Global’s Corporate Controller (Principal Accounting Officer) since January 2014. | | Tarun Manroa Chief Operating Officer Age: 45 Tarun Manroa has served as Chief Operating Officer since November 4, 2024. Mr. Manroa previously served as the Chief Strategy Officer for Berry Global where he had oversight of long-term strategy, global procurement and sustainability initiatives for the company. Mr. Manroa also had P&L responsibilities as the General Manager for Berry Global’s Engineered Materials Division. Mr. Manroa joined Berry Global in 2005 in an engineering role and progressed through various roles in plant leadership, product management and supply chain. | | Jill L. Urey General Counsel and Corporate Secretary Age: 59 Jill L. Urey has served as General Counsel and Corporate Secretary since November 4, 2024. Ms. Urey previously served as General Counsel and Corporate Secretary of Glatfelter since December 2019. She started with Glatfelter in 2013 as Assistant General Counsel and assumed additional responsibilities as the Chief Compliance Officer in 2016. |
Management Composition and Leadership
| Executive Compensation | |
Management Composition and Leadership
Compensation Discussion and Analysis
Management Composition and Leadership
| Highlights | Introduction | 29 | | | Say-on-Pay | 29 | | | Executive Summary | 30 | | What We Pay and Why | Compensation Programs | 33 | | | Target Pay Mix | 35 | | | Perquisites | 39 | | | Retirement Compensation | 39 | | Policies and Practices | Additional Compensation Policies and Practices | 40 | | | Role of the Compensation Committee and Consultant Independence | 43 |
Long-Term Incentives (“LTI”)
| (1) Additional details regarding the NEOs’ 2025 LTI grants can be found in the “Grants of Plan-Based Awards” section. |
Role of the Compensation Committee and Consultant Independence
| Name and Principal Position in 2025 | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and NQDC Earnings(5) | All Other Compensation(6) | Total | | Curtis L. Begle CEO | $910,000 | $750,000 | $7,274,307 | $846,400 | N/A | $11,557 | $9,792,264 | | James Till CFO | $524,116 | N/A | $2,006,309 | $365,010 | N/A | $12,170 | $2,907,605 | | Tarun Manroa COO | $502,308 | N/A | $1,629,722 | $349,140 | N/A | $11,239 | $2,492,408 | | David Parks President, Americas | $496,242 | $205,000 | $877,612 | $286,083 | N/A | $13,473 | $1,878,411 | | Eileen L. Beck CHRO | $391,413 | $185,000 | $877,612 | $228,528 | $1,000 | $30,877 | $1,714,430 |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table, including footnotes, sets forth information concerning plan-based awards in granted 2025:
2025 Grants of Plan-Based Awards
| Name | Grant Date | Award Type | Estimated Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) | | | | | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | Curtis L. Begle | 11/04/2024 | STI | $460,000 | $920,000 | $1,840,000 | | | | | | | | 12/16/2024 | PSU | | | | 45,659 | 182,636 | 365,272 | | $4,624,344 | | | 11/04/2024 | RSU – Annual | | | | | | | 54,631 | $1,149,983 | | | 11/04/2024 | RSU – Special | | | | | | | 71,258 | $1,499,981 | | James Till | 11/04/2024 | STI | $198,375 | $396,750 | $793,500 | | | | | | | | 12/16/2024 | PSU | | | | 11,911 | 47,644 | 95,288 | | $1,206,346 | | | 11/04/2024 | RSU – Annual | | | | | | | 14,251 | $299,984 | | | 11/04/2024 | RSU – Special | | | | | | | 23,752 | $499,980 | | Tarun Manroa | 11/04/2024 | STI | $189,750 | $379,500 | $759,000 | | | | | | | | 12/16/2024 | PSU | | | | 8,933 | 35,733 | 71,466 | | $904,760 | | | 11/04/2024 | RSU – Annual | | | | | | | 10,688 | $224,982 | | | 11/04/2024 | RSU – Special | | | | | | | 23,752 | $499,980 | | David Parks | 11/04/2024 | STI | $155,480 | $310,960 | $621,920 | | | | | | | | 12/16/2024 | PSU | | | | 4,963 | 19,851 | 39,702 | | $502,627 | | | 11/04/2024 | RSU – Annual | | | | | | | 5,938 | $124,995 | | | 11/04/2024 | RSU – Special | | | | | | | 11,876 | $249,990 | | Eileen L. Beck | 11/04/2024 | STI | $124,200 | $248,400 | $496,800 | | | | | | | | 12/16/2024 | PSU | | | | 4,963 | 19,851 | 39,702 | | $502,627 | | | 11/04/2024 | RSU – Annual | | | | | | | 5,938 | $124,995 | | | 11/04/2024 | RSU – Special | | | | | | | 11,876 | $249,990 |
2025 Grants of Plan-Based Awards
| (1) Represents target, threshold, and maximum STI values awarded under the Company’s STI program in 2025. Target amount is based on a prorated annual salary of 11 applicable months, due to the beginning of the fiscal year starting upon the close of the Transaction. Threshold payments equal 50% of the target amount, and maximum payments equal 200% of the target amount. For 2025, achievement of the performance goals resulted in STI payments as described in the NEO STI Payments table of the CD&A. |
2025 Grants of Plan-Based Awards
| (2) The target amounts reflect the number of PSUs granted to the NEOs in 2025 under the LTI program. A 15-day volume-weighted average stock price of $18.89 for the period ranging from November 11, 2024 through November 29, 2024 was used to determine the number of shares granted. The actual number of shares paid out will range from 0% to 200% of the target amount, depending upon attainment of stock price hurdle goals after a three-year period. |
2025 Grants of Plan-Based Awards
| (3) The amounts shown reflect the RSUs granted to the NEOs in 2025 under the LTI program. The annual RSU award vests equally in one-third increments on the first, second, and third anniversaries of the grant date. The one-time special RSU award has a three-year cliff vesting requirement. |
2025 Grants of Plan-Based Awards
| (4) PSU values reflect a Monte Carlo valuation of $25.32 applied to the target payout amount. RSU values are based on the fair market value of $21.05 on the grant date. |
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
| | | | | | Equity Incentive Plan Awards | | | | | | Unexercised Options(1) | | | | RSUs Not Vested | | PSUs Unearned, Not Vested | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Exercise Price ($) | Expiration Date | Amount(2) (#) | Market Value(3) ($) | Amount(2) (#) | Market Value(3) ($) | | Begle | — | — | — | — | 125,889 | $1,388,556 | 182,636 | $2,014,475 | | Till | — | — | — | — | 38,003 | $419,173 | 47,644 | $525,513 | | Manroa | — | — | — | — | 34,440 | $379,873 | 35,733 | $394,135 | | Parks | — | — | — | — | 17,814 | $196,488 | 19,851 | $218,957 | | Beck | 02/25/2016 | 859 | $224.51 | 02/25/2026 | 22,885 | $252,422 | 19,851 | $218,957 |
2025 Outstanding Equity Awards at Fiscal Year-End
| (1) Represents legacy GLT SOSARs with a 10-year term, which vested ratably on the first, second, and third anniversaries of the grant date. All SOSARs are settled in shares of the Company’s common stock. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (2) The amounts listed in the table below represent the outstanding equity awards for each NEO as of September 27, 2025. Grant designs and performance metrics are described in more detail in the Target Pay Mix section of the CD&A. |
2025 Outstanding Equity Awards at Fiscal Year-End
| | Award | Grant Date | Unvested RSUs | Unearned PSUs | Vesting Dates | | Begle | RSU – Annual | 11/04/2024 | 54,631 | | 11/04/2025; 11/04/2026; and 11/04/2027 | | | RSU – Special | 11/04/2024 | 71,258 | | 11/04/2027 | | | PSU | 12/16/2024 | | 182,636 | 10/02/2027 | | | Begle Total | | 125,889 | 182,636 | | | Till | RSU – Annual | 11/04/2024 | 14,251 | | 11/04/2025; 11/04/2026; and 11/04/2027 | | | RSU – Special | 11/04/2024 | 23,752 | | 11/04/2027 | | | PSU | 12/16/2024 | | 47,644 | 10/02/2027 | | | Till Total | | 38,003 | 47,644 | | | Manroa | RSU – Annual | 11/04/2024 | 10,688 | | 11/04/2025; 11/04/2026; and 11/04/2027 | | | RSU – Special | 11/04/2024 | 23,752 | | 11/04/2027 | | | PSU | 12/16/2024 | | 35,733 | 10/02/2027 | | | Manroa Total | | 34,440 | 35,733 | | | Parks | RSU – Annual | 11/04/2024 | 5,938 | | 11/04/2025; 11/04/2026; and 11/04/2027 | | | RSU – Special | 11/04/2024 | 11,876 | | 11/04/2027 | | | PSU | 12/16/2024 | | 19,851 | 10/02/2027 | | | Parks Total | | 17,814 | 19,851 | | | Beck(i) | 2023 GLT RSU | 02/24/2023 | 513 | | 02/24/2026 | | | 2024 GLT RSU | 02/28/2024 | 4,558 | | 02/28/2026; and 02/28/2027 | | | RSU – Annual | 11/04/2024 | 5,938 | | 11/04/2025; 11/04/2026; and 11/04/2027 | | | RSU – Special | 11/04/2024 | 11,876 | | 11/04/2027 | | | PSU | 12/16/2024 | | 19,851 | 10/02/2027 | | | Beck Total | | 22,885 | 19,851 | |
2025 Outstanding Equity Awards at Fiscal Year-End
| (i) Reflects GLT equity that was converted to MAGN RSUs in conjunction with the Transaction. Converted awards were adjusted to reflect the reverse stock split and remain subject to the same terms and conditions, including vesting schedule, in place when originally granted. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (3) Market value calculated based on the closing price of the Company’s common stock on September 26, 2025 ($11.03). |
2025 Options Exercised and Stock Vested
2025 Options Exercised and Stock Vested The following table, including footnotes, sets forth information concerning NEOs’ stock grants that vested during fiscal year 2025. Messrs. Begle, Till, Manroa, and Parks joined the Company in November 2024 and did not have any equity awards that vested in fiscal year 2025. Shares reported for Ms. Beck reflect vestings that occurred pursuant to her GLT equity awards, which were converted under the terms of the Transaction and adjusted to reflect the 1-for-13 reverse stock split effective November 4, 2024.
2025 Options Exercised and Stock Vested
| | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting | | Beck | 5,372 | $106,850 |
2025 Options Exercised and Stock Vested
| (1) Represents settlement of GLT RSU and PSU awards granted on February 18, 2022 and February 24, 2023, and RSUs granted on February 28, 2024. Such amounts include accrued dividend equivalents in the form of additional RSUs and PSUs, as applicable. The RSUs vested on February 18, 2025, February 24, 2025, and December 31, 2024, respectively. The PSUs vested on November 4, 2024 in connection with the Transaction. Performance was based on actual results for completed periods and target performance for incomplete periods. Amount reflects vested shares before tax withholding, for which the Company withheld 1,694 shares. |
Magnera Non-Qualified Deferred Compensation Plan
Magnera Non-Qualified Deferred Compensation Plan Effective November 4, 2024, the Company began offering a non-qualified deferred compensation plan (“NQDC plan”) which coordinates with the 401(k) plan by providing a Company match related to compensation in excess of the 401(k) plan limits, with a maximum non-qualified contribution of 3% of such excess compensation, provided the executive contributes 6% of base earnings in excess of the annual Code limit to the plan. Executive officers can elect to defer compensation under the NQDC plan up to a maximum of 90% of base salary and STI, above the IRS limit. All NEOs were participants in the NQDC plan in 2025. Because the employer match is funded after the fiscal year ends, applicable earnings for fiscal year 2025 will be reflected in future disclosures. Accounts in the NQDC plan attributable to Company contributions are credited with earnings based on the investment return of funds in which such participant accounts are invested on a notional basis; participant deferrals are funded in a rabbi trust. The following table, including footnotes, sets forth information concerning non-qualified deferred compensation benefits (Company contributions and participant deferrals under the Magnera NQDC plan) during fiscal year 2025.
Magnera Non-Qualified Deferred Compensation Plan
| Name | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals / Distributions in Last FY | Aggregate Balance at FYE(4) | | Begle | $343,270 | $0 | $18,584 | $0 | $361,854 | | Till | $6,865 | $0 | $190 | $0 | $7,055 | | Manroa | $5,654 | $0 | $86 | $0 | $5,740 | | Parks | $4,200 | $0 | $71 | $0 | $4,271 | | Beck | $4,243 | $0 | $1 | $0 | $4,244 |
Magnera Non-Qualified Deferred Compensation Plan
| (1) Amounts reflect elective deferrals into the Magnera NQDC plan in fiscal year 2025 for Messrs. Begle, Till, Manroa, and Parks and Ms. Beck. Deferral elections on 2025 base salary and 2025 bonus earned above the IRS limit were as follows: Mr. Begle 75%, and Messrs. Till, Manroa, and Ms. Beck 6%. Mr. Parks elected to defer 6% of his base salary but did not elect to defer any of his 2025 bonus. |
Magnera Non-Qualified Deferred Compensation Plan
| (2) Registrant contributions are paid in the form of a match following the end of the plan year. Given the timing of the fiscal year, no registrant contributions are noted for participants in 2025. |
Magnera Non-Qualified Deferred Compensation Plan
| (3) Represents aggregate gains and losses on all accounts attributable to Company contributions and participant deferrals to the NQDC plan, based on the investment return of funds in which such participant accounts were invested on a notional basis. |
Magnera Non-Qualified Deferred Compensation Plan
| (4) Amounts listed reflect the cumulative aggregate balance in all accounts under the NQDC plan as of September 27, 2025. |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck Ms. Beck is also a participant in a legacy GLT NQDC plan that was originally established to replace the Supplemental Executive Retirement Plan (“SERP”), which was frozen effective December 31, 2019 and subsumed under the legacy GLT NQDC plan. No additional benefits have accrued under the SERP after December 31, 2019, and no new participants are eligible to participate. The legacy GLT NQDC plan coordinated with the 401(K) plan by providing a company contribution related to compensation in excess of the IRS limit. The SERP accumulates interest at the end of each calendar year. As of January 1, 2020, the present value of the frozen SERP benefits for Ms. Beck was credited to the legacy GLT NQDC plan established by the Company and accrues interest annually using the Moody’s Aa bond yield for the month the interest rate is set (which is November of the year preceding the year for which interest is credited). The frozen SERP balance, with interest, will be paid in the same form and at the same time as previously provided for under the SERP. Although the frozen SERP balances have been subsumed within the legacy GLT NQDC plan, the Company has accounted for them as a separate defined benefit plan in its financial statements. Accordingly, the Company has disclosed Ms. Beck’s frozen SERP balance information in the Pension Benefits Table below. All legacy GLT SERP and NQDC plan benefits remain unfunded.
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| Terms of Ms. Beck’s Frozen SERP | | | Restoration Benefit | The SERP provides participants whose benefits under the retirement plan were reduced due to legal limits with a supplemental pension benefit. The supplemental benefit restored the portion of the pension benefit that was earned but not able to be paid under the retirement plan because of the legal limits provided in the Code. The SERP calculation considered, as a reduction to the benefit, the participant’s retirement plan benefits and certain 401(k) contributions and is paid in the form of an annuity. Ms. Beck is the only 2025 NEO with this benefit. |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
The following table, including footnotes, sets forth information concerning Ms. Beck’s frozen SERP benefits during fiscal year 2025:
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| Name | Age | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefits(2)(3) | Payments During Last Fiscal Year | | Eileen L. Beck | 63 | Frozen SERP | 8 | $6,000 | $0 |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| (1) Years of Credited Service is based on the date that the SERP was frozen. Accordingly, there is a difference between the number of years of service that were credited to Ms. Beck for purposes of calculating the frozen SERP benefit and her actual 13 years of service with the Company. |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| (2) The former GLT SERP was frozen as of December 31, 2019. Ms. Beck is vested in the benefit but no longer accrues service. Although the frozen SERP balance was incorporated into the NQDC plan, it is accounted for as a separate defined benefit plan and disclosed accordingly. |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| (3) For Ms. Beck, the amount reflected represents the present value of her frozen SERP balance under the GLT NQDC plan as of September 27, 2025. The present value of accumulated benefits was calculated using actuarially determined assumptions, including: (i) a discount rate of 5.46% (SERP II for U.S. GAAP accounting); (ii) Moody’s Aa average interest crediting rates of 5.33% and 5.67% for November 2023 and 2024, respectively; and (iii) an assumed retirement age. The accrued value of Ms. Beck’s total cash balance benefit as of September 27, 2025 was $5,280. |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
Given the hybrid nature of the legacy GLT NQDC plan, the frozen SERP balances in the NQDC plan are considered a defined benefit plan on the Company’s financial statements and are reflected in the Pension Benefits Table above, and the Company contribution and participant deferral portions of the NQDC plan are considered a defined contribution plan and reflected in the Non-Qualified Deferred Compensation table below. The legacy GLT NQDC plan coordinated with the 401(k) plan in November and December of 2024, whereby Ms. Beck received a company contribution of 7% on earnings in excess of the annual Code earnings limit. Ms. Beck did not elect to defer any base salary or bonus in this account during fiscal year 2025. Accounts in the NQDC plan attributable to Company contributions are credited with earnings based on the investment return of funds in which such participant accounts are invested on a notional basis. All legacy GLT NQDC plan benefits remain unfunded. The following table, including footnotes, sets forth information concerning non-qualified deferred compensation benefits during 2025.
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| Name | Executive Contributions(1) | Registrant Contributions(2) | Aggregate Earnings(3) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE(4) | | Beck | $0 | $16,019 | $10,546 | $0 | $105,716 |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| (1) Ms. Beck did not elect to defer any of her base or bonus into the legacy GLT NQDC plan for the months of November and December 2024. |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| (2) These amounts reflect the Company contributions to the NQDC plan for Ms. Beck in November and December 2024. The amounts shown as Registrant Contributions in 2025 are also reported as compensation to the NEOs in the All Other Compensation column in the Summary Compensation Table. The amounts represented as Registrant Contributions in 2025 do not reflect the frozen SERP balances, which are reflected in the Pension Benefits Table above. |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| (3) Represents aggregate gains and losses on all accounts attributable to Company contributions and participant deferrals to the NQDC plan, based on the investment return of funds in which such participant accounts were invested on a notional basis. Interest on the frozen SERP balances is not included in the foregoing table, and, instead, is described in the Pension Benefits table above. |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
| (4) Amounts listed reflect the cumulative aggregate balance in all of Ms. Beck’s accounts under the legacy GLT NQDC plan as of September 27, 2025. The amounts represented in Aggregate Balance at Last FYE column do not reflect the frozen SERP balances in the NQDC plan, which are reflected in the Pension Benefits Table above. |
Additional Legacy GLT Pension Benefits and Non-Qualified Deferred Compensation Plan for Ms. Beck
Potential Payments upon Termination or Change in Control
“Double-Trigger” Provisions
“Double-Trigger” Provisions The Company’s equity grant agreements include “double-trigger” provisions that accelerate vesting in the event of a CIC if the executive is terminated without “cause” or resigns with “good reason” (each as defined in the Executive Severance Plan). The Compensation Committee believes that the double-trigger provision ensures continuity of management during mergers and acquisitions and assists with retaining key executives, ultimately benefiting shareholders. The following table describes how each element of the NEO’s post-employment compensation would be treated in the event of termination, with and without a CIC. The description of benefits upon termination or CIC for each NEO is only a general description of the existing arrangements as of September 27, 2025.
“Double-Trigger” Provisions
| Type of Post- Employment Compensation | Termination Following a CIC Without Cause by the Company or for Good Reason by the NEO | Termination Not in Connection with a CIC | | Cash Severance | 2x (Base Salary + Target Bonus) | 1x (Base Salary + Target Bonus) | | Health & Welfare Benefits | Cash payment to cover 24 months of health care coverage | Cash payment to cover 12 months of health care coverage | | Short-Term Incentives | Prorated portion of target STI in year of termination | Prorated portion of target STI in year of termination | | Long-Term Incentives | RSUs, PSUs & SOSARs – Surviving entity to issue substitute award preserving same terms and conditions; A “double-trigger” provision applies whereby acceleration occurs upon involuntary termination or good reason termination upon or following a change in control If no substitute award is issued by surviving entity, equity awards are accelerated upon CIC PSUs – Calculated at actual performance for completed performance periods and at the greater of target or projected performance, for any performance period that is incomplete; as determined by the Committee Vested SOSARs (Beck Only) – A value restoration payment will made equal to the difference between the fair market value of the shares of the surviving entity’s common stock Ms. Beck would have received had she exercised the replacement SOSARs on the date of the CIC and, if less, the fair market value of the surviving entity’s common stock Ms. Beck would receive if she were to exercise the replacement SOSARs on the date of vesting | RSUs – • Death/Disability – fully accelerates • Retirement – continuous vesting if employed through first year of award cycle • Involuntary without cause – prorated vesting if employed through first year of award cycle • Voluntary or Involuntary with cause – forfeit PSUs – • Death/Disability – fully accelerates; performance applied at target • Retirement – continuous vesting if employed through first year of award cycle; actual performance applied • Involuntary without cause – prorated vesting if employed through first year of award cycle; actual performance applied • Voluntary or Involuntary with cause – forfeit Vested SOSARS (Beck Only) – • Death/Disability – exercisable for three years from death/disability, or if shorter, end of term • Retirement – exercisable for three years from retirement, or if shorter, end of term • Involuntary without cause – exercisable for 90 days post termination, or if shorter, end of term • Involuntary with cause – forfeit • Voluntary – exercisable for 90 days post termination, or if shorter, end of term Retirement Definition: Age 55 with 10 years of service, or Age 65 with five years of service, must also remain employed through first year of award cycle |
“Double-Trigger” Provisions
The following table, including the footnotes that follow, describes the potential estimated payments to the NEOs upon termination of employment or due to a CIC of the Company as if such termination or CIC occurred on September 27, 2025. The tables below merely illustrate the impact of a hypothetical termination of employment or CIC. The actual amounts to be paid can only be determined at the time of such NEO’s separation from the Company and/or CIC.
Quantification of Payments Upon Termination or Change in Control
Quantification of Payments Upon Termination or Change in Control
Quantification of Payments Upon Termination or Change in Control
| Name | Death or Disability | Retirement | Involuntary Termination Without Cause | Termination Following CIC Without Cause or for Good Reason | | Curtis L. Begle | | | | | | Severance Payments(1) | N/A | N/A | $2,000,000 | $4,000,000 | | Prorated Bonus Payment(2) | N/A | N/A | $1,000,000 | $1,000,000 | | RSUs(3) | $1,388,555 | $0 | $0 | $1,388,555 | | PSUs(3)(4) | $2,014,475 | $0 | $0 | $2,014,475 | | Health & Welfare Benefits(5) | N/A | N/A | $27,864 | $55,727 | | 280G Cutback(6) | N/A | N/A | N/A | ($330,155) | | Begle Total | $3,403,030 | $0 | $3,027,864 | $8,128,602 | | James Till | | | | | | Severance Payments(1) | N/A | N/A | $1,006,250 | $2,012,500 | | Prorated Bonus Payment(2) | N/A | N/A | $431,250 | $431,250 | | RSUs(3) | $419,174 | $0 | $0 | $419,174 | | PSUs(3)(4) | $525,513 | $0 | $0 | $525,513 | | Health & Welfare Benefits(5) | N/A | N/A | $27,504 | $55,008 | | 280G Cutback(6) | N/A | N/A | N/A | $0 | | Till Total | $944,687 | $0 | $1,465,004 | $3,443,445 | | Tarun Manroa | | | | | | Severance Payments(1) | N/A | N/A | $962,500 | $1,925,000 | | Prorated Bonus Payment(2) | N/A | N/A | $412,500 | $412,500 | | RSUs(3) | $379,874 | $0 | $0 | $379,874 | | PSUs(3)(4) | $394,135 | $0 | $0 | $394,135 | | Health & Welfare Benefits(5) | N/A | N/A | $28,464 | $56,928 | | 280G Cutback(6) | N/A | N/A | N/A | ($207,199) | | Manroa Total | $774,009 | $0 | $1,403,464 | $2,961,238 |
Quantification of Payments Upon Termination or Change in Control
| Name | Death or Disability | Retirement | Involuntary Termination Without Cause | Termination Following CIC Without Cause or for Good Reason | | David Parks | | | | | | Severance Payments(1) | N/A | N/A | $858,000 | $1,716,000 | | Prorated Bonus Payment(2) | N/A | N/A | $338,000 | $338,000 | | RSUs(3) | $196,487 | $196,487 | $0 | $196,487 | | PSUs(3)(4) | $218,957 | $218,957 | $0 | $218,957 | | Health & Welfare Benefits(5) | N/A | N/A | $18,684 | $37,368 | | 280G Cutback(6) | N/A | N/A | N/A | $0 | | Parks Total | $415,444 | $415,444 | $1,214,684 | $2,506,811 | | Eileen L. Beck | | | | | | Severance Payments(1) | N/A | N/A | $720,000 | $1,440,000 | | Prorated Bonus Payment(2) | N/A | N/A | $270,000 | $270,000 | | RSUs(3) | $202,145 | $202,145 | $19,102 | $202,145 | | PSUs(3)(4) | $218,957 | $218,957 | $0 | $218,957 | | Health & Welfare Benefits(5) | N/A | N/A | $23,785 | $47,569 | | 280G Cutback(6) | N/A | N/A | N/A | ($278,516) | | Beck Total | $421,102 | $421,102 | $1,032,886 | $1,900,155 |
Quantification of Payments Upon Termination or Change in Control
| (1) In the event of an involuntary termination without cause, cash severance is equal to 12 months’ base salary and target bonus. In the event of an involuntary termination without cause or for good reason in connection with a CIC, cash severance is equal to 24 months’ base salary and target bonus. |
Quantification of Payments Upon Termination or Change in Control
| (2) Represents prorated bonus payment for the year of termination, valued at target. |
Quantification of Payments Upon Termination or Change in Control
| (3) The values above represent awards for which full or partial vesting occurs upon termination as a result of involuntary termination without cause, death, disability or retirement, as applicable. The values are calculated (a) based on the closing price of $11.03 of the Company’s common stock on September 26, 2025, and (b) as if death, disability or retirement had occurred on September 27, 2025. For CIC, the value assumes vesting (as determined under applicable award agreements) on September 27, 2025. |
Quantification of Payments Upon Termination or Change in Control
| (4) Assumes achievement of a target performance level at the end of the performance period. |
Quantification of Payments Upon Termination or Change in Control
| (5) Based on current type of coverage and premium levels. |
Quantification of Payments Upon Termination or Change in Control
| (6) Amounts reflect the application of the Company’s Section 280G best-net cutback provision. For Messrs. Begle and Manroa and Ms. Beck, total parachute payments exceed their respective Section 280G limits; therefore, payments are reduced only to the extent necessary to provide a greater after-tax benefit than would be received without the reduction. No cutback applies if the executive would be in a better after-tax position receiving the full payments subject to excise tax, or if the executive is below the Section 280G limit. |
Quantification of Payments Upon Termination or Change in Control
| Pay Versus Performance | |
Quantification of Payments Upon Termination or Change in Control
The following information is presented to disclose the relationship between Compensation Actually Paid (“CAP”), as calculated under applicable SEC rules, and the financial performance of the Company. As required by SEC rules, the table presented below discloses CAP for (i) the Company’s principal executive officer (“PEO”) and (ii) the Company’s NEOs other than the PEO (the “non-PEO NEOs”), on an average basis, for the fiscal year 2025. The methodology for calculating amounts presented in the columns “PEO CAP” and “Non-PEO NEOs Average CAP” is provided in the footnotes to the table, and includes details regarding the amounts that were deducted from, and added to, the Summary Compensation Table (“SCT”) totals to arrive at the values presented for CAP. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table and (ii) that the Company has deemed most important in linking CAP during 2025 to Company performance is also presented below. Consistent with SEC rules, Magnera has identified Adj. EBITDA(4) as its “Company-Selected Measure.” Magnera believes that this measure represents the most important financial performance measure used to link CAP to Company performance. Adj. EBITDA is a key component of Magnera’s compensation program, as described in the CD&A. Compensation decisions at Magnera are made independently of the Pay versus Performance (“PvP”) disclosure requirements and this disclosure is intended to be supplemental to, not in replacement of, the compensation program objectives and strategy discussed in the CD&A. For information related to how the Compensation Committee assessed Magnera’s performance and established compensation for the NEOs, see the “Executive Compensation” section of this proxy statement.
Quantification of Payments Upon Termination or Change in Control
| | PEO(1) | | Non-PEO NEOs(2) | | Value of Initial Fixed $100 Investment Based on(3): | | Company’s Net Income (millions) (from 2025 10-K) | Adj. EBITDA(4) (millions) (from 2025 10-K) | | | SCT Total | CAP(5) | Average SCT | Average CAP(5) | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2025(6) | $9,792,264 | $6,154,761 | $2,248,213 | $1,609,625 | $51.30 | $100.33 | $(159) | $354 | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Quantification of Payments Upon Termination or Change in Control
| (1) The PEO reported in fiscal year 2025 is Curtis L. Begle. |
Quantification of Payments Upon Termination or Change in Control
| (2) The non-PEO NEOs reported in fiscal year 2025 are James Till, Tarun Manroa, David Parks, and Eileen L. Beck. |
Quantification of Payments Upon Termination or Change in Control
| (3) Amounts reported in this column represent returns on an initial $100 investment in the S&P Small Cap 600 Materials Index, which was utilized as the Company’s peer group for purposes of calculating peer group total shareholder return included in this table pursuant to Item 201(e) of Regulation S-K. |
Quantification of Payments Upon Termination or Change in Control
| (4) Adj. EBITDA is a non-GAAP measure that is reconciled to the nearest GAAP measure in “Annex A” of this proxy statement. |
Quantification of Payments Upon Termination or Change in Control
| (5) CAP, as required under SEC rules, reflects adjustments to the value of unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. Valuations calculated on such dates are determined in accordance with the Company’s methodology used for financial reporting purposes. Equity awards issued by the Company during the covered periods are subject to certain market conditions and have been valued using a Monte Carlo simulation where applicable. |
Quantification of Payments Upon Termination or Change in Control
| (6) The following table sets forth the amounts deducted from and added to SCT total compensation pursuant to Item 401(v) of Regulation S-K to determine CAP for the PEO and non-PEO NEOs in 2025: |
Quantification of Payments Upon Termination or Change in Control
| PEO Equity Award Adjustment Breakout | | | | | | | | | | Year | SCT total for PEO | Reported value of equity awards for PEO | Fair value as of year- end for awards granted during the year | Fair value year-over- year increase or decrease in unvested awards granted in prior years | Fair value of awards granted and vested during the same year | Fair value increase or decrease from prior year end for awards that vested during the year | Awards granted in prior year that were forfeited in current year | CAP to PEO | | 2025 | $9,792,264 | $(7,274,307) | $3,636,805 | — | — | — | — | $6,154,761 |
Quantification of Payments Upon Termination or Change in Control
| NEO Equity Award Adjustment Breakout | | | | | | | | | | Year | Average SCT total for non- PEO NEOs | Reported value of equity awards for NEOs | Fair value as of year- end for awards granted during the year | Fair value year-over- year increase or decrease in unvested awards granted in prior years | Fair value of awards granted and vested during the same year | Fair value increase or decrease from prior year end for awards that vested during the year | Awards granted in prior year that were forfeited in current year | Average CAP to NEOs | | 2025 | $2,248,213 | $(1,347,814) | $690,765 | — | $18,461 | — | — | $1,609,625 |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures In accordance with the SEC’s rules, the following section describes the relationship between CAP and the Company’s performance metrics set forth in the table above for fiscal year 2025:
Relationship Between Compensation Actually Paid and Performance Measures
| • | Total Shareholder Return (“TSR”): As noted in the above table, Magnera’s TSR was outperformed by the peer group, which is comprised primarily of larger, more established companies with market capitalization higher than that of a newly formed company like Magnera. |
Relationship Between Compensation Actually Paid and Performance Measures
| • | Adj. EBITDA: Fiscal year 2025 represents Magnera’s first year of standalone operations following the Transaction, and therefore no prior-year EBITDA results are available for comparison. Magnera generated Adj. EBITDA of $354 million for fiscal year 2025. Executive compensation for fiscal year 2025 was established at the time of the Transaction and was based on the Company’s expected EBITDA performance as reflected in the Transaction-related plan, rather than on reported fiscal 2024 results, which were not available at the time. |
Relationship Between Compensation Actually Paid and Performance Measures
| • | Net Income: Net Income (calculated in accordance with GAAP) was negative for fiscal year 2025 and does not correlate with CAP for the fiscal year presented. The Company does not use net income to determine compensation levels or incentive plan payouts. |
Relationship Between Compensation Actually Paid and Performance Measures
Note that the Company was formed in November 2024; no year-over-year comparison is available for prior periods.
Tabular List of Most Important Performance Measures
| CEO Pay Ratio | |
Tabular List of Most Important Performance Measures
| Name | Annual Total Compensation(1) | | CEO (Actual) | $9,792,264 | | CEO (Annualized)(2) | $7,785,883 | | Median Employee | $42,258 | | CEO Pay Ratio (Actual) | 232:1 | | CEO Pay Ratio (Annualized)(2) | 184:1 |
Tabular List of Most Important Performance Measures
| (2) Reflects illustrative annualized compensation to represent the true pay ratio excluding the impact of any one-time special compensation elements. |