DEF 14A of Graphic Packaging Holding Co, Apr 8, 2024

DEF 14A of Graphic Packaging Holding Co

Filed Apr 8, 2024 · FY20230001193125-24-089201

Open on EDGAR

  1. Annual Meeting of Stockholders

    | Index of Frequently Requested Information | | | Board and Committee Membership | 4 | | CEO Pay Ratio | 24 | | Clawback Provisions | 36 | | Compensation Discussion and Analysis | 22 | | Insider Trading/Hedging and Pledging Policy | 37 | | Pay Versus Performance Table | 46 | | Peer Group and Market Data | 25 | | Stock Ownership Guidelines for Directors and Officers | 36 | | Summary Compensation Table | 38 |

  2. Annual Meeting of Stockholders

    | 2023 Nonqualified Deferred Compensation | 43 | | 2023 Equity Compensation Plan Information | 44 | | Potential Payments Upon Termination | 44 | | Pay Versus Performance | 46 | | Proposal 3 — Advisory Vote on Executive Compensation (Say-On-Pay) | 49 | | Proposal 4 — Approval of the Graphic Packaging Holding Company 2024 Omnibus Incentive Compensation Plan | 49 | | Proposal 5 — Simple Majority Vote | 55 | | Additional Information | 58 | | Proxy Solicitation and Householding | 58 | | Security Ownership of Certain Beneficial Owners and Management | 58 | | Stockholder Proposals and Nominations | 59 | | Appendix A — Graphic Packaging Holding Company 2024 Omnibus Incentive Compensation Plan | A-1 |

  3. INFORMATION REGARDING THE BOARD OF DIRECTORS

    INFORMATION REGARDING THE BOARD OF DIRECTORS

  4. INFORMATION CONCERNING THE NOMINEES

    INFORMATION CONCERNING THE NOMINEES

  5. Class II Directors — Terms to Expire in 2027

    Class II Directors — Terms to Expire in 2027

  6. Class II Directors — Terms to Expire in 2027

    | Aziz Aghili Executive Vice President and President, Heavy Vehicles Group, Dana | Biographical Information: Aziz Aghili, 65, joined the Company’s Board on March 1, 2022. Mr. Aghili serves as Executive Vice President and President, Heavy Vehicle Group of Dana Incorporated, a global leader in drivetrain and e-propulsion systems for commercial and industrial vehicles. Mr. Aghili joined Dana Incorporated in 2009 as President of Dana Europe, before being named President of Dana Asia-Pacific in 2010, President of Off Highway Driveline Technologies in 2011, Executive Vice President and President of Highway Driveline Technologies in 2012, and to his present position in 2021. During his time with Dana, Mr. Aghili has also led the company’s Global Aftermarket group. Prior to joining Dana Incorporated, Mr. Aghili spent more than 20 years at Meritor, where he most recently served as Vice President and General Manager of Body Systems, a $1.4 billion division with 24 global manufacturing facilities based in Europe. Additionally, he held strategic leadership positions around the world, including Vice President and General Manager of Asia Pacific and Vice President of Global Procurement, Commercial Marketing, and Business Development – Asia Pacific. Mr. Aghili also spent several years in the U.S., Malaysia, and Australia. Before joining Meritor, he worked for Nissan Motor Company and General Electric Plastics. Mr. Aghili is a member of the Board of Directors of Columbus McKinnon Corporation. Qualifications: The Board concluded that Mr. Aghili is qualified to serve as a Director of the Company because he has over 30 years of experience managing manufacturing businesses and has extensive international business experience, particularly in Europe and Asia. In addition, Mr. Aghili has served on the Board of Directors of another public company, Columbus McKinnon Corporation for over three years. |

  7. Class II Directors — Terms to Expire in 2027

    | | 2024 Proxy Statement | Page 11 |

  8. Class II Directors — Terms to Expire in 2027

    | Philip R. Martens Former President and Chief Executive Officer, Novelis Inc. | Biographical Information: Philip R. Martens, 63, was appointed Chairman of the Company’s Board of Directors on May 25, 2016. He joined the Company’s Board on November 21, 2013. Mr. Martens is the former President and Chief Executive Officer of Novelis Inc., a rolled aluminum manufacturing company, and he served in this capacity from 2009 to 2015. Prior to his employment with Novelis, Mr. Martens served as Senior Vice President of light vehicle systems for ArvinMeritor Inc., a distributor for engine and transmission parts, and President and Chief Executive Officer designate of Arvin Innovation, a leading global provider of dynamic motion and control automotive systems. Prior to that, Mr. Martens served as President and Chief Operations Officer of Plastech Engineered Products. From 1987 to 2005, he held various engineering and leadership positions at Ford Motor Company, most recently serving as group Vice President of product creation. Mr. Martens is also Chairman of the Board of International Automotive Components. Qualifications: The Board concluded that Mr. Martens is qualified to serve as a Director of the Company because he has over 25 years of senior management experience, including serving as Chief Executive Officer of two public manufacturing companies, including a company which is significantly larger than Graphic Packaging Holding Company. Mr. Martens also has extensive experience in international operations and business in Europe, South America and Asia where the Company currently has operations. | | Lynn A. Wentworth Former Senior Vice President, Chief Financial Officer and Treasurer, BlueLinx Holdings Inc. | Biographical Information: Lynn A. Wentworth, 65, joined the Company’s Board on November 18, 2009. Ms. Wentworth is the former Senior Vice President, Chief Financial Officer and Treasurer of BlueLinx Holdings, Inc., a building products distributor, where she served from January 2007 until February 2008. Prior to joining BlueLinx, she was, most recently, Vice President and Chief Financial Officer for BellSouth Corporation’s Communications Group and held various other positions there from 1985 until 2007. She is a certified public accountant. Ms. Wentworth was elected to the Board of Directors of Benchmark Electronics, Inc. on June 25, 2021, and to the Board of Directors of Lineage, Inc., a privately-held cold storage REIT on July 1, 2022. She currently serves as the Chair of the Audit Committee of Lineage Inc. and Benchmark Electronics, Inc., and is the former Chairman of the Board of Cincinnati Bell, Inc. and Cyrus One, Inc., where she also previously served as the Chair of the Audit and Finance Committees for both companies. Qualifications: The Board concluded that Ms. Wentworth is qualified to serve as a Director of the Company because she has over 30 years of public accounting and corporate finance experience, including her service as the Chief Financial Officer of BlueLinx Holdings, Inc., a public company, and the Communications Group of BellSouth Corporation, as well as her extensive board and corporate governance experience. |

  9. Class II Directors — Terms to Expire in 2027

    | Page 12 | 2024 Proxy Statement | |

  10. INFORMATION REGARDING CONTINUING DIRECTORS

    INFORMATION REGARDING CONTINUING DIRECTORS

  11. Class III Directors — Terms to Expire in 2025

    Class III Directors — Terms to Expire in 2025

  12. Class III Directors — Terms to Expire in 2025

    | Laurie Brlas Former Executive Vice President and Chief Financial Officer, Newmont Mining Corporation | Biographical Information: Laurie Brlas, 66, joined the Company’s Board on January 11, 2019. In December 2016, Ms. Brlas retired from Newmont Mining Corporation (“Newmont”), a mining industry leader in value creation and sustainability. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cliffs Natural Resources, most recently she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Prior to that, Ms. Brlas served as Senior Vice President and Chief Financial Officer of STERIS Corporation from 2000 through 2006 and from 1995 through 2000, Ms. Brlas held various positions of increasing responsibility with Office Max, Inc. Most recently, Ms. Brlas served as Senior Vice President and Corporate Controller. Ms. Brlas currently serves on the Board of Directors of Albemarle Corporation, a specialty chemical company, Constellation Energy Corp., an energy company, and Autoliv, Inc., a global automotive safety supplier. Qualifications: The Board concluded that Ms. Brlas is qualified to serve as a Director of the Company because of her previous executive leadership roles at several large public companies, including serving as Executive Vice President and Chief Financial Officer of Newmont Mining Corporation, a $7.3 billion mining company, as well as her extensive board and corporate governance experience on a number of public boards of directors. | | Robert A. Hagemann Former Senior Vice President and Chief Financial Officer, Quest Diagnostics Incorporated | Biographical Information: Robert A. Hagemann, 67, joined the Company’s Board on May 21, 2014. Mr. Hagemann, who is currently retired, was most recently Senior Vice President and Chief Financial Officer of Quest Diagnostics Incorporated (“Quest”) from May 2003 to July 2013. Prior to that, Mr. Hagemann served as Vice President and Chief Financial Officer of Quest from August 1998. Mr. Hagemann joined a predecessor company, Corning Life Sciences, Inc. (“Corning”), a subsidiary of Quest’s former parent, Corning Incorporated, in 1992, and held a variety of senior financial positions before being named Vice President and Corporate Controller of Quest in 1996. Prior to joining Corning, Mr. Hagemann was employed by Prime Hospitality, Inc. and Crompton & Knowles, Inc. in senior financial positions. He was also previously employed by Arthur Young & Co., a predecessor company to Ernst & Young. Mr. Hagemann serves on the Board of Directors of Zimmer Biomet Holdings, Inc. and Ryder System, Inc. Qualifications: The Board concluded that Mr. Hagemann is qualified to serve as a Director of the Company because of his 15 years of experience as the Chief Financial Officer of Quest Diagnostics, as well as his experience as a board member of both Zimmer Biomet Holdings, Inc. and Ryder System, Inc. Mr. Hageman serves as Chairman of the Audit Committee and a member of the Corporate Governance Committee for Zimmer Biomet Holdings, Inc. In addition, Mr. Hagemann serves as a member of the Audit Committee and the Finance Committee for Ryder System, Inc. Mr. Hagemann also has extensive acquisition experience, having completed and integrated numerous acquisitions over the course of his career. |

  13. Class III Directors — Terms to Expire in 2025

    | | 2024 Proxy Statement | Page 13 |

  14. Class III Directors — Terms to Expire in 2025

    | Mary K. Rhinehart Chairman of the Board, Johns Manville | Biographical Information: Mary K. Rhinehart, 65, joined the Company’s Board on February 16, 2021. Ms. Rhinehart is the Chair of the Board of Johns Manville, a Berkshire Hathaway company and a global manufacturer of premium quality building and specialty products. Ms. Rhinehart has worked at Johns Manville for over four decades, serving in leadership roles in finance, global treasury, global supply chain, human resources and strategic business development, most recently serving as President and Chief Executive Officer and Chair from 2014 to 2020. Prior to that, Ms. Rhinehart served as Chief Financial Officer from 2004 to 2012. She has run several business units with full P&L responsibilities. Ms. Rhinehart currently serves as a non-executive director for CRH plc, a diversified building materials business, and Chair of Lubrizol, a global specialty chemical company, also a Berkshire Hathaway company. Qualifications: The Board concluded that Ms. Rhinehart is qualified to serve as a Director of the Company because she has extensive finance and executive leadership experience, as well as over seven years of experience as the Chairman of the Board of a global manufacturing company with revenues of over $3 billion. |

  15. Class I Directors — Terms to Expire in 2026

    Class I Directors — Terms to Expire in 2026

  16. Class I Directors — Terms to Expire in 2026

    | Michael P. Doss President and Chief Executive Officer, Graphic Packaging Holding Company | Biographical Information: Michael P. Doss, 57, is the President and Chief Executive Officer of the Company. He was elected to the Board of Directors on May 20, 2015. Prior to January 1, 2016, Mr. Doss held the position of President and Chief Operating Officer from May 20, 2015 through December 31, 2015 and Chief Operating Officer from January 1, 2014 until May 19, 2015. Prior to these positions, he served as the Executive Vice President, Commercial Operations of the Company. Prior to this, Mr. Doss held the position of Senior Vice President, Consumer Packaging Division. Prior to March 2008, he served as Senior Vice President, Consumer Products Packaging of Graphic Packaging Corporation since September 2006. From July 2000 until September 2006, he was the Vice President of Operations, Universal Packaging Division. Mr. Doss was Director of Web Systems for the Universal Packaging Division prior to his promotion to Vice President of Operations. Since joining Graphic Packaging International Corporation in 1990, Mr. Doss has held positions of increasing management responsibility, including Plant Manager at the Gordonsville, TN and Wausau, WI plants. Mr. Doss serves on the Board of Directors for the American Forest & Paper Association, the Sustainable Forest Initiative, the Paper Recycling Coalition, the Atlanta Area Council of the Boy Scouts of America, the Metro Atlanta Chamber of Commerce, the Woodruff Arts Center, the American Bird Conservancy, and Regal Rexnord Corporation (RRX). Qualifications: The Board concluded that Mr. Doss is qualified to serve as a Director of the Company because of his detailed knowledge of the Company and its business, having served in various senior management and operational roles with the Company or its predecessors since 1990. Mr. Doss also has significant financial management training, as he received a Master of Business Administration degree in Finance from Western Michigan University and has had supervisory responsibility for the Chief Financial Officer since becoming the President and Chief Executive Officer of Graphic Packaging Holding Company in January 2016. |

  17. Class I Directors — Terms to Expire in 2026

    | Page 14 | 2024 Proxy Statement | |

  18. Class I Directors — Terms to Expire in 2026

    | Dean A. Scarborough Former Chief Executive Officer, Avery Dennison Corporation | Biographical Information: Dean A. Scarborough, 68, joined the Company’s Board on July 27, 2018. In May 2016, Mr. Scarborough retired as Chief Executive Officer of Avery Dennison Corporation (“Avery”), a leader in packaging and labeling solutions with $6 billion in annual sales. Mr. Scarborough joined Avery in 1983 and served in a series of positions of increasing responsibility. In 1990, he was promoted to Vice President and General Manager of Label and Packaging Materials’ North American division. Five years later, he moved to the Netherlands and led Label and Packaging Materials Europe. Returning to the U.S. in 1997, he was appointed group Vice President, Label and Packaging Materials North America and Labels and Packaging Materials Europe. Two years later, he was promoted to group Vice President, Label and Packaging Materials Worldwide. In 2000, he was elected President and Chief Operating Officer. From 2005 until his retirement in 2016, Mr. Scarborough served as President and Chief Executive Officer and as Chairman of the Board from 2010 to 2016. He retired as Chairman of the Board of Avery in 2019. Additionally, Mr. Scarborough was on the Board of Directors of Cardinal Health, Inc. until November 7, 2022, and currently serves as a director of Beontag, Inc. Qualifications: The Board concluded that Mr. Scarborough is qualified to serve as a Director of the Company because he recently completed more than 11 years of service as the Chief Executive Officer of Avery Dennison Corporation, a publicly-traded packaging and labeling solutions company with approximately $6 billion in annual sales, and also formerly served as the Chairman of the Board of Directors of such Company. In addition, Mr. Scarborough served for over ten years on the Board of Directors of Mattel, Inc., the world’s largest toy brand. He brings extensive experience in building brand and stockholder value to the Company. | | Larry M. Venturelli Former Executive Vice President and Chief Financial Officer, Whirlpool Corporation | Biographical Information: Larry M. Venturelli, 63, joined the Company’s Board on May 25, 2016. Mr. Venturelli is the former Executive Vice President and Chief Financial Officer of Whirlpool Corporation, the world’s leading global manufacturer of home appliances, and he served in this capacity from January 2012 to August 2016, retiring from the company in February 2017. He joined Whirlpool as Assistant Corporate Controller in 2002. He held a number of positions of increasing leadership accountability in the Investor Relations and Global Finance organizations, serving as Senior Vice President, Corporate Controller, Chief Accounting Officer and Chief Financial Officer for Whirlpool International. Prior to joining Whirlpool, Mr. Venturelli held various financial positions at Royal Caribbean Cruises, Campbell Soup Company and Quaker Oats. Qualifications: The Board concluded that Mr. Venturelli is qualified to serve as a Director of the Company because he has over 30 years of corporate finance experience, including approximately five years of experience as the Chief Financial Officer and 4 years as the Corporate Controller of Whirlpool Corporation, a U.S. manufacturing company with revenues exceeding $20 billion. In addition, Mr. Venturelli has 16 years of experience working for U.S. food products companies and has served as the head of Investor Relations. |

  19. Class I Directors — Terms to Expire in 2026

    | | 2024 Proxy Statement | Page 15 |

  20. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Annually, WTW benchmarks the amount and type of compensation paid to the Company’s non-employee Directors against that paid by other companies in the Industry Specific Peer Group used for comparing executive officer compensation (as described in “Compensation Discussion and Analysis—Peer Group and Market Data”), as well as against a large published survey of non-employee director compensation across a wide range of industries and company sizes. The goal is to set non-management Director compensation at roughly the mid-point of compensation paid by companies of similar size in similar industries. The Nominating and Corporate Governance Committee reviews the benchmarking materials and approves and recommends all non-management Director compensation changes for approval by the full Board of Directors. The following table sets forth information regarding the compensation of the non-employee Directors of the Company who served in 2023.

  21. Director Compensation

    Director Compensation

  22. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1) | Total ($) | | Aziz Aghili | 115,938 | 160,000 | 275,938 | | Laurie Brlas | 115,938 | 160,000 | 275,938 | | Paul D. Carrico(2) | 27,500 | 0 | 27,500 | | Robert A. Hagemann | 115,938 | 160,000 | 275,938 | | Philip R. Martens | 265,938 | 160,000 | 425,938 | | Mary K. Rhinehart | 115,938 | 160,000 | 275,938 | | Dean A. Scarborough | 115,938 | 160,000 | 275,938 | | Larry M. Venturelli | 140,938 | 160,000 | 300,938 | | Lynn A. Wentworth | 135,938 | 160,000 | 295,938 |

  23. Director Compensation

    | (1) The dollar value of fees earned or paid in cash does not include an $11.03 cash payment in lieu of a fractional share. The dollar value of stock awards is equal to the aggregate fair value of the stock award as of the date of grant, plus the $11.03 cash payment in lieu of a fractional share. |

  24. Director Compensation

    | (2) Mr. Carrico retired from the Board on May 1, 2023. |

  25. Director Compensation

    | Page 18 | 2024 Proxy Statement | |

  26. Director Compensation

    On May 24, 2023, the Board of Directors revised the compensation program for non-employee directors as shown below. No changes were made to the compensation program for non-employee directors during 2022.

  27. Target Total Compensation for NEOs: Approximate Median of Peer Group Similar Officers

    Target Total Compensation for NEOs: Approximate Median of Peer Group Similar Officers

  28. Target Total Compensation for NEOs: Approximate Median of Peer Group Similar Officers

    | Page 22 | 2024 Proxy Statement | |

  29. Target Total Compensation for NEOs: Approximate Median of Peer Group Similar Officers

    Compensation Components:

  30. Target Total Compensation for NEOs: Approximate Median of Peer Group Similar Officers

    | Short-Term Compensation | Base Salary | | | Annual Cash Incentive under the MIP | | Long-Term Compensation | Equity Compensation: 1/3 Service RSUs 2/3 Performance RSUs | | Other | Retirement Benefits | | | Health and Welfare Benefits | | | Termination Pay |

  31. Target Total Compensation for NEOs: Approximate Median of Peer Group Similar Officers

    | President and CEO | Other Named Executive Officers |

  32. Performance Goals and Results

    Performance Goals and Results

  33. Performance Goals and Results

    | | | Target | Achievement | | 2023 MIP | Adjusted EBITDA (Weighted 50%) | $1,750 million | $1,876 million | | (Paid in early 2024) | Cash Flow before Debt Reduction (Weighted 50%) | $770 million | $808 million | | | Payout | | 153% | | | | Target | Achievement | | 2020 Performance RSUs | 3-Year Aggregate 2020 Adjusted EBITDA (Weighted 60%) | $3,573 million | $3,726 million | | (Paid in 2023) | 3-Year Average 2020 Return on Invested Capital (Weighted 40%) | 10.66% | 11.71% | | | Relative Total Stockholder Return Modifier (+/- up to 20%) | 50 percentile | 62.1 percentile | | | Relative TSR Payout Modifier | | 109.7% | | | Payout | | 181.3% |

  34. Performance Goals and Results

    | CEO Pay Ratio | | Say-on-Pay Voting History | | | 2023 | 250:1 | 2023 | 92% Approval | | 2022 | 251:1 | 2022 | 91% Approval | | 2021 | 136:1 | 2021 | 95% Approval |

  35. Compensation Design and Market Positioning

    Compensation Design and Market Positioning The Company’s compensation programs are designed to attract, retain, motivate and reward the Executives responsible for leading the business in a manner that directly aligns the Executives’ interests with those of the Company’s stockholders. To accomplish these objectives, the Committee sets each of the primary components of the Company’s executive compensation program (base salary, short-term cash incentive and long-term equity-based incentives) at a market-competitive rate, which is determined by reference to the approximate median of the relevant peer group (the Industry Specific Peer Group for the CEO and CFO, and the Survey Peer Group for the other NEOs, each as identified below), resulting in each Executive’s total compensation opportunity being set at approximately the median of the relevant peer group’s total pay for executives with similar positions and responsibilities. The Committee does not employ a mechanical process based on external compensation data, however, as other considerations such as time in position, role, individual performance and succession within the Company are considered. As data for the relevant peer group fluctuates or the peer group members are updated to reflect changes in the market, the Committee may make adjustments in one or more components of compensation to more closely align with market. The Committee and, with respect to the President and CEO, the Board of Directors, have full discretion to choose the elements of executive compensation that the Executives will be paid or will be eligible to earn each year and to adjust the proportion of total compensation opportunity that each element provides. Company performance, market data, individual performance, executive succession, hiring and retention needs and internal equity among our Executives’ compensation packages have been the primary factors considered in decisions to change compensation materially.

  36. Peer Group and Market Data

    Peer Group and Market Data Annually we obtain an analysis of compensation market data to assist in setting pay opportunities for our Executives for the following year. Compensation of the Executives is compared to the pay opportunities provided to executives holding comparable positions at companies with which we compete for business and for talent. The

  37. Peer Group and Market Data

    | | 2024 Proxy Statement | Page 25 |

  38. Peer Group and Market Data

    companies used for this comparison are recommended by the Company and the Committee’s compensation consultant and approved by the Committee. Both peer groups are reviewed annually and updated, if necessary, to ensure their appropriateness given any market changes. The companies used to develop 2023 executive compensation are listed below. Amcor plc, International Paper Company and Pactiv Evergreen were added to the Industry Specific Peer Group to replace Domtar Corporation (which was acquired) and Aptar Group, Inc. (which no longer met the size criteria for the peer group, AGCO Corporation, Parker-Hannifin Corporation and Trane Technologies plc were added to the Survey Peer Group to replace Armstrong World Industries, Inc., MillerKnoll, Inc. and Steelcase Inc., which no longer met the criteria for the peer group.

  39. Peer Group and Market Data

    | Industry Specific Peer Group | | | | Characteristics/Criteria | Publicly-traded companies Revenue of approximately .3x to 3.0x the Company’s revenue at 2021 FYE | | | Purpose | Data sourced from public filings Primary reference for the CEO and CFO Secondary reference for the other executive officer roles | | | Companies | Amcor plc Avery Dennison Corporation Ball Corporation Berry Global Group, Inc. Crown Holdings, Inc. Greif, Inc. International Paper Company | O-I Glass, Inc. Packaging Corporation of America, Inc. Pactiv Evergreen Inc. Sealed Air Corporation Silgan Holdings, Inc. Sonoco Products Company WestRock Company |

  40. Peer Group and Market Data

    | Survey Peer Group | | | | Characteristics/Criteria | Broader set of industrial companies (not all publicly traded) Revenue of approximately .5x to 2.0x the Company’s revenue at 2021 FYE | | | Purpose | Data sourced from survey responses Primary reference for executive officer roles other than CEO and CFO | | | Companies | AGCO Corporation Ball Corporation Berry Global Group, Inc. Borg Warner Inc. Builders First Source Dover Corporation Eastman Chemical Company Ecolab Inc. Fortune Brands Home & Security International Paper Company Leggett & Platt Incorporated Martin Marietta Materials, Inc. Masco Corporation | Mohawk Industries, Inc. Owens Corning O-I Glass, Inc. Packaging Corporation of America, Inc. Parker Hannifin Corporation Rockwell Automation, Inc. Sonoco Products Company The Scott’s Miracle-Gro Company Trane Technologies plc Vulcan Materials Company Westlake Corporation WestRock Company |

  41. Peer Group and Market Data

    | Page 26 | 2024 Proxy Statement | |

  42. Role of Compensation Consultants

    Role of Compensation Consultants The Committee retained Willis Towers Watson US LLC (“WTW”) to act as the Committee’s independent advisor on executive compensation and benefits throughout 2023. The mandate of the compensation consultant is to work for the Committee in its review of executive compensation practices and programs, including assessing the overall competitiveness of pay levels and program design, and providing updates on market trends and technical considerations. The Committee instructed the compensation consultant to compile and provide data on both total pay and individual elements of compensation among companies in the peer groups, as well as trends in compensation practices that they observed within the peer groups and generally among public companies. The Committee does not rely on the compensation consultant to recommend specific levels of total pay or any specific element of compensation to our Executives (other than the CEO for whom they make a recommendation); such recommendations are developed by management based on information provided by the compensation consultant and then presented to the Committee for consideration. Representatives of WTW attended each of the five Committee meetings in 2023 at the Committee’s request and were available to provide information to the Committee as questions and issues arose. The Committee completes an assessment of the compensation consultant annually. The Committee determined that the compensation consultant is independent after consideration of the SEC’s independence factors.

  43. Compensation Components

    | Element/How it is Paid | Purpose | Description | | Base Salary Cash | Compensates our Executives for their role and level of responsibility within the Company. | Base salary serves to reward performance and recognize significant increases in the scope of an Executive’s position and responsibilities. Base salary changes take into account market data for similar positions, the Executive’s experience and time in position, any changes in responsibilities and individual performance. Individual performance is determined by the Committee by considering achievement of individual performance goals established at the beginning of each year. Such performance goals support the financial and operational goals established for the Company and may include certain more subjective goals such as talent development, cultural initiatives, compliance and management effectiveness. | | Annual Short-Term Incentive under the Management Incentive Plan (“MIP”) Cash | Provides a meaningful short-term cash incentive that rewards the achievement of specified annual financial goals. | The MIP rewards achievement of annual financial goals that support the Company’s annual operating plan. For 2023, the financial measures used were 2023 Adjusted EBITDA and 2023 Cash Flow before Debt Reduction. The annual incentive target for each Executive is a percentage of his or her salary. See the 2023 MIP Performance Goals and the Incentive Targets for the Executives in the following tables. | | Long-Term Equity Incentives Shares of Common Stock | Promotes retention and rewards performance over a three-year period, thereby aligning the interests of the Executives with the interests of stockholders. | The Company’s long-term incentive program has two elements: Service RSUs and Performance RSUs. Service RSUs make up one-third of the total long-term incentive value granted to Executives and Performance RSUs make up two-thirds of such value. Service RSUs represent the right to receive one share of the Company’s Common Stock, while Performance RSUs represent the right to earn 0% to 200% (the maximum payout) of the target award based on the Company’s achievement of specific performance goals established for a three-year period. The financial measures for the 2020 grants of Performance RSUs that were paid out during 2023 were 3-Year Aggregate 2020 Adjusted EBITDA (weighted 60%) and 3-Year Average 2020 Return on Invested Capital (weighted 40%), subject to a Relative Total Stockholder Return modifier that adjusts the payout up or down by 20% (up to the 200% of target maximum payout). See the 2020 Long-Term Incentive Program Performance Goals and the target award value (as a percentage of salary) for the Executives in the following tables. | | Retirement Benefits Matching and Supplemental Contributions | Promotes retention and rewards tenure with the Company. | The Executives are eligible to participate in the Graphic Packaging International, LLC Savings Plan (the “401(k) Plan”) and the Graphic Packaging International, LLC Non-Qualified Deferred Compensation Plan (the “NQDCP”). Under the 401(k) Plan, employees who choose to contribute receive a matching contribution from the Company equal to 100% of the first 4% of contributions and 50% of the next 3% of contributions. Employees who do not participate in the Company’s pension plans are eligible to receive an annual supplemental contribution to the 401(k) Plan equal to 3% of eligible earnings. The NQDCP permits eligible employees (including the Executives) to defer and contribute from 1% to 50% of their base salary and up to 100% of their payment under the MIP to the plan. Employees in the NQDCP who do not participate in the Company’s pension plans are eligible for an annual 401(k) restoration matching contribution equal to a percentage of their deferral amount divided by compensation over the annual IRS limit, up to a maximum of 5.5% and an annual supplemental contribution equal to 3% of eligible pay over the annual IRS limits. In addition, the Company provides an employer contribution to the NQDCP equal to 3% of total pay to eligible senior executives (including the Executives). | | Health and Welfare Benefit Plans Insurance | Promotes the well-being of the Company’s employees and provides comparable benefits to those provided by other companies that compete for high-performing executive talent. | The Executives and all salaried employees may participate in medical, dental, vision, accidental death and dismemberment, business travel accident, prescription drug, life and disability benefit plans. The Executives are also eligible for an executive physical benefit in which the Company pays for an annual physical exam through a specified provider under the Company’s medical plan. |

  44. Short-Term Cash Incentive

    Short-Term Cash Incentive The Company’s short-term cash incentive opportunity under the MIP rewards the achievement of specified annual financial goals. For 2023, the financial measures used to set such financial goals were 2023 Adjusted EBITDA and 2023 Cash Flow Before Debt Reduction, each weighted 50% in the calculation. The Committee chose these financial metrics because they are well understood objective targets and have a direct link to the Company’s annual business plan. The degree to which MIP pays out varies both up and down based on business performance (up to a maximum of 200% of target), as reflected in the following chart.

  45. 2023 MIP Performance Goals

    2023 MIP Performance Goals

  46. 2023 MIP Performance Goals

    | 2023 Adjusted EBITDA (Weighted 50%) | | | 2023 Cash Flow Before Debt Reduction (Weighted 50%)(1) | | | | Performance | | Payout | Performance | | Payout | | <90% of Target | $1,575 Million | 0% | <85% of Target | $655 Million | 0% | | Target | $1,750 Million | 100% | Target | $770 Million | 100% | | 110% of Target | $1,925 Million | 200% | 115% of Target | $886 Million | 200% | | Actual Performance | $1,876 Million | 172% | Actual Performance | $808 Million | 133% | | | Total Payout | | 153% of Target Payout | | |

  47. 2023 MIP Performance Goals

    | Page 32 | 2024 Proxy Statement | |

  48. 2023 MIP Performance Goals

    Adjustments to MIP target levels are made periodically, taking into consideration the relevant peer group, the CEO’s recommendations (for Executives other than himself) and input from the compensation consultant. The annual incentive target (as a percentage of base salary) for each of the Executives for 2022 and 2023 is set forth below:

  49. 2023 MIP Performance Goals

    | Name | 2022 Incentive Target | 2023 Incentive Target | | Michael P. Doss | 135% | 135% | | Stephen R. Scherger | 85% | 85% | | Maggie K. Bidlingmaier | 75% | 80% | | Lauren S. Tashma | 70% | 75% | | Joseph P. Yost | 75% | 75% |

  50. 2023 MIP Performance Goals

    Short-Term Cash Incentive Payouts for 2023. Cash incentive payouts under the MIP for 2023 for the Executives are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The Company’s performance with respect to its 2023 Adjusted EBITDA performance goal was 104.9% of target and with respect to its 2023 Cash Flow Before Debt Reduction performance goal was 107.2% of target, resulting in a calculated MIP payout at 153% of target. For more information on the 2023 annual incentive opportunities for the Executives, refer to the “Grants of Plan-Based Awards” table in this Proxy Statement. The column titled “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” provides the estimated payouts for the Executives at threshold, target and maximum performance levels for 2023.

  51. Long-Term Equity Incentives

    Long-Term Equity Incentives The Committee has designed the long-term equity incentive program to be consistent with its desire to tie a larger percentage of the Executives’ total compensation to Company performance. Accordingly, one-third of the total long-term incentive value is granted in Service RSUs and two-thirds is granted in Performance RSUs. Both Service RSU and Performance RSU grants are intended to retain Executives during a multi-year vesting period and promote equity ownership. Service RSUs and Performance RSUs granted under the long-term incentive program generally vest in full on the third anniversary of the date of grant (assuming the Executive has continued in his or her employment by the Company through such date). Upon death, disability, retirement (as defined in the grant agreement) or involuntary termination without cause, a proportion of the RSUs vests. In the event of a change of control (as defined in the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan (the “2014 Plan”)), all Service RSUs and earned Performance RSUs vest in full. The number of Performance RSUs considered earned in the event of a change of control is determined based on assumed target performance for the performance period. Payout of 2020 Grants. In February 2023, the Committee approved the payout of the Performance RSUs granted in 2020 at 181.3% of target, based on the achievement of the performance goals for the three-year performance period shown below, as adjusted by the relative total stockholder return modifier.

  52. 2020 Long-Term Incentive Program Performance Goals

    2020 Long-Term Incentive Program Performance Goals

  53. 2020 Long-Term Incentive Program Performance Goals

    | 3-Year Aggregate 2020 Adjusted EBITDA (Weighted 60%) | | | 3-Year Average 2020 Return on Invested Capital (Weighted 40%) | | | | Performance | | Payout | Performance | | Payout | | <90% of Target | $3,216 Million | 0% | <90% of Target | 9.59% | 0% | | Target | $3,573 Million | 100% | Target | 10.66% | 100% | | 110% of Target | $3,930 Million | 200% | 110% of Target | 11.73% | 200% | | Actual Performance | $3,726 Million | | Actual Performance | 11.71% | | | Combined Payout before TSR modifier 165.3% | | | | | | | TSR modifier 109.7% | | | | | | | Total Payout 181.3% | | | | | |

  54. 2020 Long-Term Incentive Program Performance Goals

    | | 2024 Proxy Statement | Page 33 |

  55. 2020 Long-Term Incentive Program Performance Goals

    The Company achieved 3-Year Aggregate 2020 Adjusted EBITDA of $3,726 million (104.3% of target) resulting in a payout of this component at 142.9% and 3-Year Average 2020 Return on Invested Capital of 11.71% (109.9% of target) resulting in a payout of this component at 198.9% and a combined payout at 165.3% of target prior to application of the total stockholder return modifier. The Company’s performance with respect to TSR was at the 42.1 percentile, which resulted in a 109.7% payout modifier. Applying the TSR modifier to the Company’s 165.3% performance under the performance measures, the payout was 181.3% of target. 2023 Grants. In February 2023, the Company granted both Service RSUs and Performance RSUs to each Executive, under the long-term equity incentive program. For Executives, the total number of RSUs granted was set based on a value delivered as a percentage-of-salary formula, with the percentage established based on a review of responsibilities, market data and internal equity considerations. The value determined by the percentage of salary was then converted to the total number of RSUs by dividing the value by the average stock price of the Company’s common stock during January 2023. One-third of the total number of RSUs was granted as Service RSUs and two-thirds was granted as Performance RSUs. The target value of RSUs granted under the long-term equity incentive program (as a percentage of salary) during 2022 and 2023 for each of our Executives is set forth below:

  56. 2020 Long-Term Incentive Program Performance Goals

    | Name | 2022 Target | 2023 Target | | Michael P. Doss | 515% | 530% | | Stephen R. Scherger | 225% | 235% | | Maggie K. Bidlingmaier | 185% | 190% | | Lauren S. Tashma | 165% | 175% | | Joseph P. Yost | 185% | 185% |

  57. 2020 Long-Term Incentive Program Performance Goals

    For the Performance RSUs granted in 2023, the performance goals consist of a preset aggregate Adjusted EBITDA amount, a Return on Invested Capital percentage and an Organic Revenue Growth percentage. The actual Adjusted EBITDA, Return on Invested Capital and Organic Revenue Growth performance goals are not disclosed here, as the Committee believes they constitute sensitive competitive information. The actual goals will be disclosed after payout. The Adjusted EBITDA goal is weighted in the calculation of the Company’s annual achievement at 40%, the Return on invested capital percentage goal is weighted in the calculation at 40% and the Organic Revenue Growth goal is weighted at 20%. Total payout is also subject to a relative total stockholder return (“TSR”) modifier, which can modify payouts earned up or down by up to 20% (subject to the 200% of target cap). This payout modifier measures the Company’s stock performance against other similar companies and helps to more closely align management and stockholders’ interests.

  58. Employment Agreements, Severance Arrangements and Change of Control Provisions

    Employment Agreements, Severance Arrangements and Change of Control Provisions Executive officers serving prior to January 2014 (Messrs. Doss, Scherger and Yost) have employment agreements with generally uniform provisions, including non-competition and non-solicitation covenants as well as claims releases and severance provisions. The employment agreements specify the initial position, base salary and aggregate annual bonus opportunity (as a percentage of base salary) for each Executive at the time the agreement was entered into, as well as severance arrangements under different circumstances. Executives may receive severance benefits if they are terminated involuntarily without cause or terminate voluntarily for Good Reason (as defined below) within 30 days of the Good Reason event. The Executive must deliver written notice of intention to terminate for Good Reason, specifying the applicable provision, and provide the Company a reasonable opportunity to cure. The Good Reason provision in the agreements was designed to equalize the treatment of voluntary terminations for Good Reason with involuntary terminations without cause. Doing so enables the contracts to fulfill their purpose of promoting retention during times of uncertainty and transition. “Good Reason” as defined in the agreements includes material reduction in position, responsibilities or duties, failure by the Company to obtain the assumption of the agreement by a successor company, reduction in base salary (unless the reduction does not exceed 10% and is applied uniformly to all similarly situated executives), breach of agreement or mandatory relocation (other than in connection with promotion) of more than 50 miles. For Mr. Doss, the severance benefit is an amount equal to one year’s base salary, his target bonus for the year in which termination occurs and his actual bonus based on the plan targets, prorated for the number of days Mr. Doss is employed during the year in which termination occurs. For Messrs. Scherger and Yost, the severance benefit is one times base salary. Executives also receive health and welfare benefits for one year after termination and a pro-rata bonus payout. Mr. Doss also vests in any unvested equity awards on the date of his termination as if he were retirement eligible (daily pro-rata vesting) without regard to his actual age or years of service on the date of termination. In addition, if an Executive is separated from service without cause or for Good Reason within one year of a change in control, the Executive receives (i) an additional one-half year of base salary (one year for Mr. Doss) and (ii) instead of the pro-rata bonus, a bonus equal to the Executive’s target level bonus for the year in which the separation occurs (assuming that all performance targets had been achieved) multiplied by 1.5 (multiplied by 2 for Mr. Doss). All benefit payments under the employment agreements are conditioned upon the Executive executing and returning a claims release to the Company. Executives who do not have employment agreements are eligible to participate in the Graphic Packaging International, LLC Executive Severance Plan. Similar to the provisions in the employment agreements, the Executive Severance Plan provides severance benefits equal to one year’s base salary and a pro-rata bonus if the Executive is terminated involuntarily without cause or terminates his or her employment for Good Reason. If such a termination occurs within one year after a change in control, Executives receive an additional one-half year’s base salary and an amount equal to his or her bonus at target level as if he or she had been employed for the entire year multiplied by 1.5. Payments under the Executive Severance Plan are conditioned upon the participant executing a release that includes a general release of claims against the Company and an agreement to certain confidentiality, non-competition and non-solicitation of employee and customer provisions. In addition to the change in control provisions in the employment agreements and the Executive Severance Plan, the award agreements for Service RSUs and Performance RSUs provide for accelerated vesting and payout in the event of a change in control. A “change in control” of the Company means any of the following events:

  59. Employment Agreements, Severance Arrangements and Change of Control Provisions

    | • | The acquisition by any person of beneficial ownership of thirty percent (30%) or more of the combined voting power or outstanding shares of common stock of the Company entitled to vote generally in the |

  60. Employment Agreements, Severance Arrangements and Change of Control Provisions

    | | 2024 Proxy Statement | Page 35 |

  61. Employment Agreements, Severance Arrangements and Change of Control Provisions

    | election of directors, except if such acquisition is by a person who, prior to such acquisition, is the beneficial owner of thirty percent (30%) or more of such securities, or if such acquisition is by any employee benefit plan or related trust; |

  62. Employment Agreements, Severance Arrangements and Change of Control Provisions

    | • | Individuals of the incumbent Board (other than those whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of directors of the Company) do not constitute at least a majority of the Board; |

  63. Employment Agreements, Severance Arrangements and Change of Control Provisions

    | • | Consummation of a reorganization, merger or consolidation to which the Company is a party unless (i) all or substantially all of the individuals and entities who were the Beneficial Owners of the Company’s outstanding securities prior to such transaction beneficially own more than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from the transaction, and (ii) no person (excluding successors to current stockholders or any employee benefit plan or related trust) beneficially owns thirty percent (30%) or more of the combined voting power of the then outstanding voting securities, except to the extent that such ownership existed prior to the transaction, and (iii) at least a majority of the members of the board of directors of the resulting entity were members of the incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing such reorganization, merger or consolidation; |

  64. Employment Agreements, Severance Arrangements and Change of Control Provisions

    | • | The sale, transfer or disposition of all or substantially all of the assets of the Company; or |

  65. Employment Agreements, Severance Arrangements and Change of Control Provisions

    | • | The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. |

  66. Employment Agreements, Severance Arrangements and Change of Control Provisions

    The foregoing events were chosen to trigger the vesting and payout of RSUs (even without a subsequent termination of employment) because they constitute a fundamental change in the ownership or control of the Company, which materially alters the prospects and future of the Company and, therefore, the employment conditions and opportunities for the members of management, including the Executives, who receive RSUs.

  67. Summary Compensation Table

    Summary Compensation Table

  68. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($) | Total ($)(3) | | Michael P. Doss President and Chief Executive Officer (Principal Executive Officer) | 2023 | 1,316,300 | — | 7,291,291 | 2,718,818 | 70,380 | 540,714(4) | 11,937,503 | | | 2022 | 1,253,600 | – | 6,756,267 | 3,384,720 | – | 248,814 | 11,644,401 | | | 2021 | 1,119,250 | | 5,006,859 | 895,400 | – | 287,760 | 7,309,269 | | Stephen R. Scherger Executive Vice President and Chief Financial Officer (Principal Financial Officer) | 2023 | 745,000 | | 1,829,766 | 968,873 | | 221,469(5) | 3,765,107 | | | 2022 | 709,071 | – | 1,669,583 | 1,205,421 | | 122,545 | 3,706,619 | | | 2021 | 688,418 | | 1,351,238 | 352,470 | | 153,020 | 2,545,146 | | Maggie Bidlingmaier Executive Vice President and President, Americas | 2023 2022 | 682,500 600,758 | — — | 1,355,282 2,758,404 | 835,380 901,137 | | 192,553 33,919(6) | 3,065,715 4,294,218 | | Lauren S. Tashma Executive Vice President, General Counsel and Secretary | 2023 | 615,000 | | 1,124,817 | 705,713 | | 166,923(7) | 2,612,452 | | | 2022 | 585,232 | | 1,010,533 | 819,325 | | 110,817 | 2,525,907 | | | 2021 | 535,436 | 100,000 | 757,667 | 239,875 | | 110,908 | 1,743,887 | | Joseph P. Yost Executive Vice President and President, International | 2023 | 676,000 | | 1,307,043 | 775,710 | 25,730 | 398,490(8) | 3,182,973 | | | 2022 | 650,000 | – | 1,258,407 | 975,480 | – | 194,093 | 3,077,501 | | | 2021 | 601,000 | – | 1,265,030 | 288,480 | – | 130,617 | 2,285,127 |

  69. Summary Compensation Table

    | (1) Amounts shown in this column represent the aggregate fair value of Service RSUs and Performance RSUs as of the date of grant, computed in accordance with FASB ASC Topic 718. The value of Performance RSUs assumes performance occurs at target level. The value of 2023 Stock Awards assuming payout of Performance RSUs at the maximum level is as follows: Mr. Doss: $12,262,245; Mr. Scherger: $3,077,247; Ms. Bidlingmaier: $2,279,269; Ms. Tashma: $1,891,672; and Mr. Yost: $2,198,150. |

  70. Summary Compensation Table

    | (2) The amounts set forth in this column for Messrs. Doss and Yost for 2023 represent increases under the Supplemental Retirement Plans only, because both Mr. Doss and Mr. Yost received lump sum payments of accrued benefits under the U.S. Consolidated Pension Plan in 2019. The present value of Mr. Doss and Mr. Yost’s accumulated benefits under our Supplemental Retirement Plans decreased by $46,893 and $20,289, respectively, during 2021 and by $350,582 and $138,391, respectively, during 2022 due to an increase in discount rates used to calculate the present value of their accumulated benefits. Mr. Scherger, Ms. Bidlingmaier and Ms. Tashma do not participate in the Company’s Pension Plans or Supplemental Retirement Plans. None of the Named Executive Officers realized above market or preferential earnings on deferred compensation. |

  71. Summary Compensation Table

    | (3) Amounts in this column may not equal the sum of the amounts in the line exactly due to rounding. |

  72. Summary Compensation Table

    | (4) The amount shown for Mr. Doss includes (i) $28,147 of Company matching and supplemental contributions to the Company’s 401(k) Plan; and (ii) $512,567 of Company matching and supplemental contributions to the NQDCP. |

  73. Summary Compensation Table

    | (5) The amount shown for Mr. Scherger represents (i) $27,148 of Company matching and supplemental contributions to the Company’s 401(k) Plan; and (ii) $194,321 of Company matching and supplemental contributions to the NQDCP. |

  74. Summary Compensation Table

    | (6) The amount shown for Ms. Bidlingmaier represents (i) $27,115 of Company matching contributions to the Company’s 401(k) Plan; (ii) $162,563 of Company matching and supplemental contributions to the NQDCP; and (iii) $2,875 for an executive physical. |

  75. Summary Compensation Table

    | (7) The amount shown for Ms. Tashma includes (i) $26,660 of Company matching and supplemental contributions to the Company’s 401(k) Plan; (ii) $136,897 of Company matching and supplemental contributions to the NQDCP; and $3,366 for an executive physical. |

  76. Summary Compensation Table

    | (8) The amount shown for Mr. Yost represents (i) $26,921 of Company matching and supplemental contributions to the Company’s 401(k) Plan; (ii) $161,815 of Company matching and supplemental contributions to the NQDCP; (iii) housing allowances of $91,163; (iv) 6,198 of home leave benefits; (v) a $110,393 tax equalization benefit; and (vi) $2,000 of tax preparation fees. |

  77. Summary Compensation Table

    | Page 38 | 2024 Proxy Statement | |

  78. 2023 CEO Pay Ratio Information

    2023 CEO Pay Ratio Information In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K promulgated under the Exchange Act, the Company is required to determine and disclose the total annual compensation of the Company’s Principal Executive Officer (who is Michael P. Doss, the Company’s President and CEO) and the total annual compensation of the employee with the median of the total annual compensation of all employees of the Company (excluding Mr. Doss) and then express these amounts as a ratio. The Company reviewed employee headcount information and compensation programs for 2023 and determined that it did not have any change in its employee population or employee compensation arrangements that it believes would significantly impact its pay ratio disclosure. Accordingly, for purposes of its 2023 disclosure, the Company is using the same median employee that was identified for its 2022 pay ratio disclosure. To identify the employee with the median total annual compensation in 2022, the Company chose all cash compensation paid during the calendar year to each of its domestic and international employees as of December 31, 2022 as its consistently applied compensation measure. The Company did not annualize salaries for those employees who started working for the Company midyear or those employees who were on leave for a portion of the year. For those international employees paid in a different currency, the Company converted the total of all cash compensation paid to such employees to U.S. dollars, based on the exchange rate in effect on December 31, 2022. Using the median employee identified based upon 2022 data, the Company determined the median employee’s total annual compensation for 2023 was $47,713. The total annual compensation of our President and CEO for 2023 was $11,937,503. The ratio of the total annual compensation of our President and CEO to the median employee’s total annual compensation was 250:1.

  79. 2023 CEO Pay Ratio Information

    | | 2024 Proxy Statement | Page 39 |

  80. 2023 CEO Pay Ratio Information

    The following table sets forth information regarding the grants of annual cash incentive compensation and annual equity compensation during 2023 to the Named Executive Officers.

  81. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023

  82. Grants of Plan-Based Awards in Fiscal 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards; Number of Shares of Stock or Units (#)(5) | Grant Date Fair Value of Stock Awards ($)(6) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(2) | Target (#)(3) | Maximum (#)(4) | | | | Michael P. Doss | 2/15/2023 | 0 | 1,777,005 | 3,554,010 | | | | | | | | 2/15/2023 | | | | 0 | 205,157 | 410,314 | | 4,970,954 | | | 2/15/2023 | | | | | | | 102,579 | 2,320,337 | | Stephen R. Scherger | 2/14/2024 | 0 | 633,250 | 1,266,500 | | | | | | | | 2/15/2023 | | | | 0 | 51,485 | 102,970 | | 1,247,482 | | | 2/15/2023 | | | | | | | 25,742 | 582,284 | | Maggie K. Bidlingmaier | 2/14/2024 | 0 | 546,000 | 1,092,000 | | | | | | | | 2/15/2023 | | | | 0 | 38,134 | 76,268 | | 923,987 | | | 2/15/2023 | | | | | | | 19,067 | 431,296 | | Lauren S. Tashma | 2/14/2024 | 0 | 461,250 | 922,500 | | | | | | | | 2/15/2023 | | | | 0 | 31,649 | 63,298 | | 766,855 | | | 2/15/2023 | | | | | | | 15,825 | 357,962 | | Joseph P. Yost | 2/14/2024 | 0 | 507,000 | 1,014,000 | | | | | | | | 2/15/2023 | | | | 0 | 36,777 | 73,554 | | 891,107 | | | 2/15/2023 | | | | | | | 18,388 | 415,937 |

  83. Grants of Plan-Based Awards in Fiscal 2023

    | (1) The amounts set forth in these columns reflect the threshold, target and maximum cash payments that could have been earned during 2023 under the MIP. |

  84. Grants of Plan-Based Awards in Fiscal 2023

    | (2) Amounts in this column represent the threshold number of Performance RSUs that will be paid out assuming Company performance occurs at less than 90% of the Adjusted EBITDA performance measure, less than 90% of the Return on Invested Capital performance measure or less than 1% of the Organic Revenue Growth performance measure under the 2023 long-term incentive program (the “2023 LTIP”). |

  85. Grants of Plan-Based Awards in Fiscal 2023

    | (3) Amounts in this column represent the number of Performance RSUs granted to each of the Named Executive Officers. This is the number of Performance RSUs that will be paid out assuming Company performance at the target levels under the 2023 LTIP. |

  86. Grants of Plan-Based Awards in Fiscal 2023

    | (4) Amounts in this column represent the maximum number of Performance RSUs that will be paid out to each of the Named Executive Officers under the 2023 LTIP, which is 200% of the target level grant. |

  87. Grants of Plan-Based Awards in Fiscal 2023

    | (5) Amounts in this column represent the number of Service RSUs granted to each of the Named Executive Officers in 2023. The Service RSUs vest after three years of continuous employment with the Company, or earlier upon a change in control or on a pro-rata basis upon a termination of employment due to death, disability or retirement. |

  88. Grants of Plan-Based Awards in Fiscal 2023

    | (6) Amounts in this column represent the aggregate grant date fair value of Performance RSUs and Service RSUs, computed in accordance with FASB ASC Topic 718. The value of the Performance RSUs assumes performance occurs at target level. |

  89. Grants of Plan-Based Awards in Fiscal 2023

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  90. Grants of Plan-Based Awards in Fiscal 2023

    The following table sets forth the aggregate outstanding RSUs held by the Named Executive Officers at the end of fiscal 2023. None of the Named Executive Officers held any stock options at the end of fiscal 2023.

  91. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End

  92. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Stock Awards | | | | | | Name | Grant Date | Numbers of Shares or Units of Stock That Have Not Vested (#)(1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Michael P. Doss | 2/15/2023 | 102,579 | 2,528,572 | 205,157 | 5,057,120 | | | 2/22/2022 | 112,026 | 2,761,441 | 224,051 | 5,522,857 | | | 2/24/2021 | 106,100 | 2,615,365 | 212,200 | 5,230,730 | | Stephen R. Scherger | 2/15/2023 | 25,742 | 634,540 | 51,485 | 1,269,105 | | | 2/22/2022 | 27,683 | 682,386 | 55,367 | 1,364,797 | | | 2/24/2021 | 28,634 | 705,828 | 57,268 | 1,411,656 | | Maggie Bidlingmaier | 2/15/2023 | 19,067 | 470,002 | 38,134 | 940,003 | | | 2/22/2022 | 20,866 | 514,347 | 41,731 | 1,028,669 | | | 2/8/2022 | 80,128 | 1,975,155 | | | | Lauren S. Tashma | 2/15/2023 | 15,825 | 390,086 | 31,649 | 780,148 | | | 2/22/2022 | 16,756 | 413,035 | 33,511 | 826,046 | | | 2/24/2021 | 16,056 | 395,780 | 32,111 | 791,536 | | Joseph P. Yost | 2/15/2023 | 18,388 | 453,264 | 36,777 | 906,553 | | | 2/22/2022 | 29,866 | 514,347 | 41,731 | 1,028,669 | | | 12/1/2021 | 12,926 | 318,626 | | | | | 2/24/2021 | 21,510 | 530,222 | 43,019 | 1,060,418 |

  93. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) The numbers in this column represent the number of Service RSUs held by each of the Named Executive Officers as of December 31, 2023. |

  94. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) The Service RSUs vest on the third anniversary of the date of grant except in the event of death, disability, retirement or a change of control. |

  95. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) Amounts in this column are calculated based on the closing price of the Company’s common stock on December 31, 2023. |

  96. Outstanding Equity Awards at 2023 Fiscal Year End

    | (4) The numbers in this column represent the number of Performance RSUs reflected at target payout level held by each of the Named Executive Officers as of December 31, 2023. |

  97. Outstanding Equity Awards at 2023 Fiscal Year End

    | (5) The Performance RSUs vest on the third anniversary of the date of grant except in the event of death, disability, retirement or a change of control. |

  98. Outstanding Equity Awards at 2023 Fiscal Year End

    | | 2024 Proxy Statement | Page 41 |

  99. Outstanding Equity Awards at 2023 Fiscal Year End

    The following table sets forth information regarding RSUs held by the Named Executive Officers that vested and were paid out during 2023.

  100. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  101. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | No. of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | Michael P. Doss | 493,432 | 11,605,521 | | Stephen R. Scherger | 149,534 | 3,517,040 | | Maggie K. Bidlingmaier | – | – | | Lauren S. Tashma | 76,224 | 1,792,788 | | Joseph P. Yost | 102,117 | 2,401,792 |

  102. Option Exercises and Stock Vested

    | (1) Only Stock Awards are included in the table because none of the Named Executive Officers held or exercised any stock options during 2023. The numbers in this column show the aggregate number of Performance RSUs and Service RSUs vested and paid out during 2023. |

  103. Option Exercises and Stock Vested

    | (2) Value realized represents the fair market value of the shares on the vesting date. |

  104. Pension Benefits at 2023 Fiscal Year End

    Pension Benefits at 2023 Fiscal Year End

  105. Pension Benefits at 2023 Fiscal Year End

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($)(3) | | Michael P. Doss(2) | Riverwood International Supplemental Retirement Plan | 11 | 889,901 | 0 | | | Graphic Packaging Supplemental Retirement Plan | 5 | 12,320 | 0 | | Stephen R. Scherger | – | – | – | – | | Maggie K. Bidlingmaier | – | – | – | – | | Lauren S. Tashma | – | – | – | – | | Joseph P. Yost(2) | Riverwood International Supplemental Retirement Plan | 11 | 320,252 | 0 |

  106. Pension Benefits at 2023 Fiscal Year End

    | (1) The valuation method and assumptions used in calculating the present value of the accumulated benefits are set forth in Note 8 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |

  107. Pension Benefits at 2023 Fiscal Year End

    | (2) Benefit service was frozen on December 31, 2004 for both the GPIC Retirement Plan and the Graphic Packaging Supplemental Retirement Plan. Mr. Doss was transferred to the Riverwood International Employees Retirement Plan and Riverwood International Supplemental Retirement Plan as of January 1, 2005. Mr. Doss and Mr. Yost’s benefit service for the Riverwood International Employees Retirement Plan and the Riverwood International Supplemental Retirement Plan was frozen as of June 30, 2011. Effective January 1, 2017, the Riverwood International Employees Retirement Plan and the GPIC Retirement Plan were merged into the GPI US Consolidated Pension Plan, but are shown separately in the table above because they are treated as subplans under the consolidated plan. |

  108. Pension Benefits at 2023 Fiscal Year End

    | (3) In 2019, Mr. Doss and Mr. Yost received lump-sum payments in settlement of the Company’s obligations to them under the GPI US Consolidated Pension Plan. |

  109. Pension Benefits at 2023 Fiscal Year End

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  110. Pension Benefits at 2023 Fiscal Year End

    The following table sets forth information regarding the Named Executive Officers’ participation in the Company’s NQDCP.

  111. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  112. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Michael P. Doss | 977,810 | 512,567 | 1,345,397 | – | 7,226,193 | | Stephen R. Scherger | 109,575 | 194,321 | 686,401 | – | 5,062,635 | | Maggie K. Bidlingmaier | 98,475 | 162,563 | 20,801 | – | 299,862 | | Lauren S. Tashma | 86,039 | 136,897 | 173,417 | – | 1,375,391 | | Joseph P. Yost | 98,280 | 161,815 | 342,855 | – | 2,162,722 |

  113. 2023 Nonqualified Deferred Compensation

    | (1) These amounts were included as 2023 compensation in the “Salary” or “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table. |

  114. 2023 Nonqualified Deferred Compensation

    | (2) These amounts, which were earned as of fiscal year end but not contributed until early 2024, were included in compensation in the “All Other Compensation” column for 2023 in the Summary Compensation Table and are reflected in the “Aggregate Balance at Last FYE” column of this table. |

  115. 2023 Nonqualified Deferred Compensation

    | (3) In previous years the amounts shown below have been included in the Company’s Summary Compensation Table as compensation to the following Named Executive Officers: |

  116. 2023 Nonqualified Deferred Compensation

    | Michael P. Doss | $2,909,730 | | Stephen R. Scherger | $2,420,754 | | Maggie K. Bidlingmaier | $18,023 | | Lauren S. Tashma | $675,907 | | Joseph P. Yost | $809,268 |

  117. 2023 Nonqualified Deferred Compensation

    Deferred Compensation. In 2011, the Company implemented the NQDCP, a nonqualified deferred compensation plan to which Executives and other eligible senior employees may defer a portion of their annual base salary and/or payment under the MIP, and to which the Company may also make additional contributions. Contributions to the NQDCP were first made during 2012. The NQDCP permits participants to defer and contribute from 1% to 50% of their base salary and up to 100% of their payment under the MIP to the plan. The NQDCP offers deemed investment options that generally mirror those available under the Company’s 401(k) Plan. The Company may, in its discretion, make contributions to the NQDCP, such as 401(k) restoration matching contributions and other supplemental contributions for Executives and eligible senior employees who do not participate in or receive future service accruals to one of the Company’s Pension Plans or Supplemental Plans. NQDCP distributions will be made or commence on the earlier of the six-month anniversary of a participant’s separation from service with the Company, a change in control of the Company or, if elected by the participant, on a specified date. Payment will be made in a lump sum or in annual installments (up to 10) as elected by the participant.

  118. 2023 Nonqualified Deferred Compensation

    | | 2024 Proxy Statement | Page 43 |

  119. 2023 Nonqualified Deferred Compensation

    The following table provides information as of December 31, 2023, with respect to the Company’s 2014 Plan, under which equity securities are authorized for issuance:

  120. Potential Payments Upon Termination

    Potential Payments Upon Termination The table below reflects the amount of compensation that would become payable to each of the Named Executive Officers under existing plans and arrangements if the Named Executive Officer’s employment was terminated (i) because of death; (ii) because of disability; (iii) by the Company without Cause or by the Named Executive Officer for Good Reason (as described in such Named Executive Officer’s employment agreement or, with respect to Ms. Bidlingmaier and Ms. Tashma, the Executive Severance Plan); or (iv) by the Company without Cause or by the Named Executive Officer for Good Reason within one year following a change in control of the Company, in each such case as of December 31, 2023, given the Named Executive Officer’s compensation and service levels as of such date and, if applicable, based on the Company’s closing stock price on that date. These benefits are in addition to benefits available prior to the occurrence of any termination of employment and benefits available to all salaried employees, such as distributions of employee contributions and Company matching and supplemental contributions under the Company’s 401(k) Plan and any accrued untaken vacation pay. These benefits are also in addition to the benefits described above in the Pension Benefits at 2023 Fiscal Year End table and the 2023 Nonqualified Deferred Compensation table. In the event that a Named Executive Officer is terminated for cause, no cash severance is payable, and the Named Executive Officer forfeits all unvested equity awards. In addition, no continued welfare benefits or outplacement services are provided to the Named Executive Officer.

  121. Potential Payments Upon Termination

    | Page 44 | 2024 Proxy Statement | |

  122. Potential Payments Upon Termination

    The actual amounts that would be paid upon a Named Executive Officer’s termination of employment can be determined only at the time of an executive’s actual separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events shown below, actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the maximum payouts under any incentive plans and the executive’s age.

  123. Potential Payments Upon Termination

    | | Termination following Death | | | Termination following Disability | | | Termination Without Cause or for Good Reason(1) | | | Termination following a Change in Control(1) | | | | Name | Cash ($) | Equity(2) ($) | Total ($) | Cash ($) | Equity(2) ($) | Total ($) | Cash ($) | Equity(2) ($) | Total ($) | Cash ($) | Equity(2) ($) | Total ($) | | Michael P. Doss | 1,886,697 | 14,783,785 | 16,670,482 | 1,777,005 | 14,783,785 | 16,560,790 | 4,870,310 | 14,783,785 | 19,654,095 | 7,963,615 | 23,716,085 | 31,679,700 | | Stephen R. Scherger | 695,333 | 3,831,406 | 4,526,739 | 633,250 | 3,831,406 | 4,464,656 | 1,378,250 | 3,831,406 | 5,209,656 | 2,700,625 | 6,068,312 | 8,768,937 | | Maggie K. Bidlingmaier | 602,875 | 2,611,183 | 3,214,058 | 546,000 | 2,611,183 | 3,157,183 | 1,228,500 | 2,611,183 | 3,839,683 | 1,842,750 | 4,928,176 | 6,770,926 | | Lauren S. Tashma | 512,500 | 2,234,678 | 2,747,178 | 461,250 | 2,234,678 | 2,695,928 | 1,076,250 | 2,234,678 | 3,310,928 | 1,614,375 | 3,596,632 | 5,211,007 | | Joseph P. Yost | 563,333 | 3,082,032 | 3,645,365 | 507,000 | 3,082,032 | 3,589,032 | 1,183,000 | 3,082,032 | 4,265,032 | 1,774,500 | 4,812,099 | 6,586,599 |

  124. Potential Payments Upon Termination

    | (1) In addition to the amounts shown above, each Named Executive Officer receives life insurance, medical, dental and prescription drug benefits for one year following the date of termination, as well as outplacement and career counseling services with a cost up to $25,000. The maximum annual amount of such outplacement and career counseling services and continued life insurance, medical, dental and prescription drug benefits for each of the Named Executive Officers is: |

  125. Potential Payments Upon Termination

    | Michael P. Doss | $57,967 | | Stephen R. Scherger | $47,814 | | Maggie K. Bidlingmaier | $38,846 | | Lauren S. Tashma | $46,853 | | Joseph P. Yost | $45,164 |

  126. Potential Payments Upon Termination

    | (2) Amounts in this column reflect the value of unvested Service RSUs and Performance RSUs that would vest and pay out upon the termination event, based on the closing price of the Company’s common stock on December 31, 2023. |

  127. Potential Payments Upon Termination

    In the event that the Named Executive Officer’s employment is terminated because of his or her retirement, such Named Executive Officer receives no cash severance and the same equity payout as if his or her employment had been terminated as a result of death.

  128. Potential Payments Upon Termination

    | | 2024 Proxy Statement | Page 45 |

  129. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the “compensation actually paid” (as defined in Item 402(v) of Regulation S-K, the “CAP”) to the Principal Executive Officer or “PEO” (Mr. Michael P. Doss) and to the Non-PEO NEOs (on an average basis), as well as certain performance metrics applicable to the Company. Note that the Compensation and Management Development Committee did not consider the measures set forth below when making its compensation decisions for 2020, 2021, 2022 or 2023, and that the Peer Group used in calculating the Peer Group Total Shareholder Return measure set forth below is the group of companies that make up the Dow Jones U.S. Container Packaging Index used in the Total Return to Stockholders graph in the Company’s 2023 Annual Report on Form 10-K, so it is not exactly the same Peer Group used by the Compensation and Management Development Committee in its process to determine executive compensation.

  130. 2023 Pay Versus Performance Table

    2023 Pay Versus Performance Table

  131. 2023 Pay Versus Performance Table

    | Year | Summary Compensation Table Total Compensation for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total Compensation for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment based on Company Total Shareholder Return | Value of Initial Fixed $100 Investment based on Peer Group Total Shareholder Return | Net Income (in millions) | Adjusted EBITDA (in millions) | | 2023 | $11,937,503 | $19,418,337 | $3,156,562 | $4,447,314 | 158.66 | 118.91 | $723 | $1,876 | | 2022 | $11,644,401 | $19,745,603 | $3,401,061 | $4,830,700 | 140.89 | 110.49 | $522 | $1,600 | | 2021 | $7,309,269 | $11,860,514 | $2,040,539 | $2,934,498 | 121.60 | 134.41 | $204 | $1,056 | | 2020 | $8,009,101 | $10,059,859 | $2,217,803 | $2,624,259 | 103.95 | 121.14 | $167 | $1,070 |

  132. 2023 Pay Versus Performance Table

    | (1) The amounts shown in this column are the “Total” compensation amounts reported in the Summary Compensation Table (“SCT”) for the Company’s PEO for each corresponding year. |

  133. 2023 Pay Versus Performance Table

    | (2) The amounts shown in this column represent the CAP paid to the Company’s PEO for each corresponding year. |

  134. 2023 Pay Versus Performance Table

    | The adjustments made to the PEO’s total compensation as set forth in the SCT to determine the CAP are set forth below. |

  135. 2023 Pay Versus Performance Table

    | | Year | | | | | | 2023 | 2022 | 2021 | 2020 | | Total Compensation Reported in SCT | $11,937,503 | $11,644,401 | $7,309,269 | $8,009,101 | | Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings Reported in SCT | $70,380 | $– | $– | $190,604 | | Less: Fair Value of Stock Awards Granted during Year at Date of Grant Reported in SCT | $7,291,291 | $6,756,267 | $5,006,859 | $5,030,321 | | Plus: Pension Value attributable to Service and Changes in Value due to Plan Amendments made during the Year | $– | $– | $– | $– | | Plus: Fair Value of Equity Compensation Granted during Year at FYE | $7,656,892 | $7,871,034 | $6,086,639 | $5,163,815 | | Plus: Change in Fair Value of Equity Compensation from the end of the Prior Year to Vesting Date for Stock Awards Made in Prior Years that Vested during Year Shown | $655,973 | $400,333 | $(313,875) | $(146,375) | | Plus: Change in Fair Value of Equity Compensation from the end of the Prior Year to the end of the Year Shown for Stock Awards that were unvested at FYE | $6,529,640 | $6,586,102 | $3,785,341 | $2,254,243 | | Plus: Dividends or Other Earnings paid on Stock Awards in the Year Shown prior to the Vesting Date not otherwise included in Total Compensation | $– | $– | $– | $– | | Compensation Actually Paid | $19,418,337 | $19,745,603 | $11,860,514 | $10,059,859 |

  136. 2023 Pay Versus Performance Table

    | (3) The amounts shown in this column are the average of the “Total” compensation amounts reported in the SCT for each of the Non-PEO NEOs for each corresponding year. The Non-PEO NEOs included in the calculation for 2023 and 2022 are Stephen R. Scherger, Maggie K. Bidlingmaier, Lauren S. Tashma and Joseph P. Yost. The Non-PEO NEOs included in the calculation for 2021 and 2020 are Stephen R. Scherger, Michael J. Farrell, Lauren S. Tashma and Joseph P. Yost. |

  137. 2023 Pay Versus Performance Table

    | (4) The amounts shown in this column represent the average CAP paid to the Company’s four Non-PEO NEOs for each corresponding year. |

  138. 2023 Pay Versus Performance Table

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  139. 2023 Pay Versus Performance Table

    The adjustments made to the Non-PEO NEOs’ total compensation as set forth in the SCT to determine the average CAP are set forth below.

  140. 2023 Pay Versus Performance Table

    | | Year | | | | | | 2023 | 2022 | 2021 | 2020 | | Average Total Compensation Reported in SCT | $3,156,562 | $3,401,061 | $2,040,539 | $2,217,803 | | Less: Average Change in Pension Value and Non-Qualified Deferred Compensation Earnings Reported in SCT | $6,433 | $– | $– | $18,760 | | Less: Average Fair Value of Stock Awards Granted during Year at Date of Grant Reported in SCT | $1,404,227 | $1,674,232 | $1,044,128 | $1,031,892 | | Plus: Average Pension Value attributable to Service and Changes in Value due to Plan Amendments made during the Year | $– | $– | $– | $– | | Plus: Average Fair Value of Equity Compensation Granted during Year at FYE | $1,474,638 | $1,942,288 | $1,253,564 | $1,059,276 | | Plus: Average Change in Fair Value of Equity Compensation from the end of the Prior Year to Vesting Date for Stock Awards Made in Prior Years that Vested during Year Shown | $109,054 | $73,532 | $(57,105) | $(27,438) | | Plus: Average Change in Fair Value of Equity Compensation from the end of the Prior Year to the end of the Year Shown for Stock Awards that were unvested at FYE | $1,117,720 | $1,088,051 | $741,628 | $425,269 | | Plus: Average Dividends or Other Earnings paid on Stock Awards in the Year Shown prior to the Vesting Date not otherwise included in Total Compensation | $0 | $– | $– | $– | | Compensation Actually Paid | $4,447,314 | $4,830,700 | $2,934,498 | $2,624,259 |

  141. Additional Information Regarding the Pay Versus Performance Table

    Additional Information Regarding the Pay Versus Performance Table The Pay versus Performance Table shows year over year change in the PEO’s and the Non-PEO NEOs’ compensation from 2020 year-end to 2023 year-end, reflecting improving Total Shareholder Returns versus our Peer Group’s Total Shareholder Returns, a 45.5% increase in the Company’s stock price, a 432.9% improvement in Net Income and a 175.3% increase in Adjusted EBITDA between 2020 year-end and 2023 year-end. The Company chose Adjusted EBITDA as its Company Selected Measure for evaluating Pay versus Performance because it is a key metric in both our short-term cash incentive plan and our long-term equity incentive plan. Below are graphs depicting the relationship of CAP paid to the Company’s PEO and the average CAP paid to the Non-PEO NEOs in 2020, 2021, 2022 and 2023 to (i) TSR of the Company and the Company’s peer group; and (ii) the Company’s Net Income and Adjusted EBITDA.

  142. Pay Versus Performance – Tabular List of Performance Measures

    Pay Versus Performance – Tabular List of Performance Measures We believe that the most important measures of the Company’s financial performance are: Adjusted EBITDA Cash Flow Before Debt Reduction Return on Invested Capital Net Organic Sales Growth These measures are used to determine payouts under our short-term cash incentive plan and our long-term equity incentive plan and collectively provide a holistic view of the Company’s financial condition.

  143. Pay Versus Performance – Tabular List of Performance Measures

    | Page 48 | 2024 Proxy Statement | |

  144. Key Data Relating to Outstanding Equity Awards and Shares Available

    Key Data Relating to Outstanding Equity Awards and Shares Available The following table includes information regarding outstanding equity awards and shares available for future awards under the Prior Plan as of March 25, 2024 (without giving effect to approval of the 2024 Plan under this Proposal):

  145. Key Data Relating to Outstanding Equity Awards and Shares Available

    | | Prior Plan(1) | | Total shares underlying outstanding stock options and SARs | — | | Total shares underlying outstanding unvested time-based full value awards (Service RSUs) | 2,238,540 | | Total shares underlying outstanding unvested performance-based full value awards (Performance RSUs) | 2,741,654(2) | | Total shares underlying all outstanding awards | 4,980,194 | | Total shares currently available for grant | 7,588,412(3) | | Common Stock outstanding as of March 25, 2024 | 307,293,066 | | Market price of Common Stock as of March 25, 2024 | $28.66 |

  146. Key Data Relating to Outstanding Equity Awards and Shares Available

    | (1) Includes information regarding all outstanding equity awards and shares available for future awards under the Prior Plan. As of March 25, 2024 (and as of the date of this Proxy Statement), no other predecessor plans had awards outstanding or shares available for future awards. |

  147. Key Data Relating to Outstanding Equity Awards and Shares Available

    | (2) All unvested Performance RSUs are unearned as of March 25, 2024. Assumes Performance RSUs will vest and pay out based on target performance levels being achieved. |

  148. Key Data Relating to Outstanding Equity Awards and Shares Available

    | (3) Represents the total number of shares available for future awards under the Prior Plan. |

  149. Key Data Relating to Outstanding Equity Awards and Shares Available

    The Company hereby commits that it will not grant any further awards under the Prior Plan from and following March 25, 2024.

  150. Key Data Relating to Outstanding Equity Awards and Shares Available

    | Page 50 | 2024 Proxy Statement | |

  151. Key Data Relating to Outstanding Equity Awards and Shares Available

    As noted above, as of March 25, 2024, there were approximately 7,588,412 shares reserved and available for future awards under the Prior Plan. The 2024 Plan authorizes 11,200,000 shares for future grants (representing full dilution of approximately 3.46% of the Company’s outstanding shares as of March 25, 2024). In setting and recommending to stockholders the number of shares to authorize under the 2024 Plan, the Compensation Committee and the Board considered the historical number of equity awards granted under the Prior Plan, potential dilution from the 2024 Plan, as well as the Company’s three-year average burn rate for the preceding three fiscal years. The aggregate shares shown in the table above (total shares underlying all outstanding awards (1.56%) and total shares currently available for grant (2.37%) represent a fully-diluted overhang of approximately 3.93% based on the Company’s common shares outstanding as of March 25, 2024. If the 2024 Plan is approved, the new 11,200,000 shares available for issuance would move the overhang (total shares underlying all outstanding awards and total shares newly approved) to approximately 5.0%. The Company calculates the fully diluted “overhang” as the total of (a) shares underlying outstanding awards plus shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards and shares available for issuance under future equity awards. When considering the share reserve for the 2024 Plan, the Compensation Committee and the Board reviewed, among other things, the potential dilution to current stockholders as measured by burn rate and overhang, projected future share usage and projected future forfeitures. The Company’s burn rate averaged .60% of common shares outstanding over the last three years (fiscal years 2021-2023), as shown in the table below.

  152. Key Data Relating to Outstanding Equity Awards and Shares Available

    | Fiscal Year | 2021 | 2022 | 2023 | 3-Year Average | | Service RSUs granted | 725,279 | 873,863 | 753,385 | 784,176 | | Performance RSUs granted | 1,010,773 | 1,104,066 | 1,052,548 | 1,055,796 | | Total | 1,736,052 | 1,977,929 | 1,805,933 | 1,839,971 | | Weighted-average common shares outstanding | 297,100,000 | 308,800,000 | 308,200,000 | 304,700 | | Gross burn rate(1) | .58% | .64% | .59% | .60% |

  153. Key Data Relating to Outstanding Equity Awards and Shares Available

    | (1) Total number of Service RSUs and Performance RSUs granted in each year divided by weighted average common shares outstanding. |