DEF 14A of Graphic Packaging Holding Co, Apr 28, 2026

DEF 14A of Graphic Packaging Holding Co

Filed Apr 28, 2026 · FY20250001193125-26-186948

Open on EDGAR

  1. AUTHORIZE YOUR PROXY OR DIRECT YOUR VOTE BY MAIL, INTERNET OR TELEPHONE AS

    | Index of Frequently Requested Information | | | Board and Committee Membership | 4 | | CEO Pay Ratio | 40 | | 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 | 24 | | Stock Ownership Guidelines for Directors and Officers | 37 | | Summary Compensation Table | 38 |

  2. AUTHORIZE YOUR PROXY OR DIRECT YOUR VOTE BY MAIL, INTERNET OR TELEPHONE AS

    | 2025 Nonqualified Deferred Compensation | 43 | | 2025 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 — Amendment to Certificate of Incorporation to Declassify our Board | 49 | | Proposal 5 — Amendment to Certificate of Incorporation to Enable One or More Stockholders as a Group Holding 25% of the Company’s Common Stock to Call a Special Meeting of Stockholders Vote | 51 | | Proposal 6 — Stockholder Proposal — Give Shareholders the Ability to Call for a Special Shareholder Meeting | 53 | | Additional Information | 56 | | Proxy Solicitation and Householding | 56 | | Security Ownership of Certain Beneficial Owners and Management | 56 | | Stockholder Proposals and Nominations | 57 |

  3. INFORMATION REGARDING THE BOARD OF DIRECTORS

    INFORMATION REGARDING THE BOARD OF DIRECTORS

  4. INFORMATION CONCERNING THE NOMINEES

    INFORMATION CONCERNING THE NOMINEES

  5. Class I Directors — Terms to Expire in 2029

    Class I Directors — Terms to Expire in 2029

  6. Class I Directors — Terms to Expire in 2029

    | Andrew P. Callahan Operating Advisor Clayton, Dublier & Rice, LLC | Biographical Information: Andrew (“Andy”) Callahan, 60, joined the Company’s Board on July 19, 2024. Andy is an Operating Advisor for Clayton Dublier & Rice, a private investment firm. From 2018 to 2023, Mr. Callahan served as President, Chief Executive Officer and Executive Director of Hostess Brands from April, 2018 until its acquisition by the JM Smucker Company in November 2023. From 2014 to 2017, Mr. Callahan held two President-level roles at Tyson Foods, Inc., where he led its multi-billion dollar retail foodservice and international divisions and oversaw the integration of $8.4 billion acquisition of Hillshire Brands. Mr. Callahan served as President (Retail) at Hillshire Brands and in three senior leadership positions at Sara Lee Corporation, which he joined in 2008 following a 14-year career at Kraft Foods. Before joining Kraft Foods, Mr. Callahan was a Naval Flight Officer in the United States Navy. Mr. Callahan currently is serving as a Director at Mammoth Brands, a leading personal care CPG company. Qualifications: The Board concluded that Mr. Callahan is qualified to serve as a Director of the Company because of his executive leadership experience at Kraft Foods, Sara Lee Corporation, Hillshire Brands, Tyson Foods, Inc. and Hostess Brands, all of which are leading food manufacturers in the United States. Mr. Callahan also has experience integrating large acquisitions, having overseen the integration of Hillshire Brands into Tyson Foods, Inc. |

  7. Class I Directors — Terms to Expire in 2029

    | | 2026 Proxy Statement | Page 11 |

  8. Class I Directors — Terms to Expire in 2029

    | Jeffrey M. Stafeil Chief Executive Officer, RESRG Automotive | Biographical Information: Jeffrey M. Stafeil, 56, joined the Company’s Board on March 8, 2026. Mr. Stafeil has served as the Chief Executive Officer of RESRG Automotive, a leading global supplier of coated exterior systems and components, and a member of its Board of Directors since April 2025. He previously served as Chief Financial Officer of Tenneco Incorporated from 2022 to 2023 and Adient plc from 2016 to 2023. Before that, he served as Chief Executive Officer of DURA Automotive Systems, LLC and Chief Financial Officer at both Visteon Corporation and Metaldyne Corporation. Earlier in his career, he worked at Booz Allen Hamilton Incorporated and Ernst & Young LLP. Mr. Stafeil has served on several public company boards, including Arconic Corporation, Metaldyne Corporation, and Mentor Graphics Corporation, where he served as Chairman of the Audit Committee. Qualifications: The Board concluded that Mr. Stafeil is qualified to serve as a Director of the Company because he brings over 30 years of leadership experience in finance and operations in global industrial manufacturing and automotive supply companies, including service as both a Chief Executive Officer and Chief Financial Officer. Mr. Stafeil brings expertise in capital deployment, strategic transactions and management of large-scale manufacturing organizations in addition to having previously served on several other public company Boards of Directors. | | Larry M. Venturelli Former Executive Vice President and Chief Financial Officer, Whirlpool Corporation | Biographical Information: Larry M. Venturelli, 65, 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. |

  9. Class I Directors — Terms to Expire in 2029

    | Page 12 | 2026 Proxy Statement | |

  10. INFORMATION REGARDING CONTINUING DIRECTORS

    INFORMATION REGARDING CONTINUING DIRECTORS

  11. Class II Directors — Terms to Expire in 2027

    Class II Directors — Terms to Expire in 2027

  12. Class II Directors — Terms to Expire in 2027

    | Aziz Aghili Former Executive Vice President and President, Heavy Vehicles Group, Dana | Biographical Information: Aziz Aghili, 67, joined the Company’s Board on March 1, 2022. Mr. Aghili previously served 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 Executive Vice President and President, Heavy Vehicle Group 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 and NFI Group Inc. 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 since 2018 and joined the Board of Directors of NFI Group Inc. in January 2025. | | Philip R. Martens Former President and Chief Executive Officer, Novelis Inc. | Biographical Information: Philip R. Martens, 65, 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. |

  13. Class II Directors — Terms to Expire in 2027

    | | 2026 Proxy Statement | Page 13 |

  14. Class II Directors — Terms to Expire in 2027

    | Robbert E. Rietbroek President and Chief Executive Officer | Biographical Information: Robbert E. Rietbroek, 52, is the President and Chief Executive Officer of the Company. He was appointed to the Board of Directors on January 1, 2026. Prior to joining the Company, Mr. Rietbroek was the Chief Executive Officer of Primo Brands from November 2024 to November 2025. Before joining Primo Brands, Mr. Rietbroek served from January 2024 to November 2024 as Chief Executive Officer of Primo Water Corporation. Prior to joining Primo Water Corporation, Mr. Rietbroek was Senior Vice President and General Manager for five years at Quaker Foods North America, a publicly reported division of PepsiCo, Inc., and prior to that served as Senior Vice President and General Manager for PepsiCo Australia and New Zealand. His global leadership experience also includes key roles at Kimberly-Clark Corporation and The Procter & Gamble Company. Qualifications: The Board concluded that Mr. Rietbroek is qualified to serve as a Director of the Company because of his more than 25 years of global leadership experience with some of the world’s largest consumer products companies, including Pepsico, Kimberly-Clark and Procter & Gamble, where he drove growth, transformative strategy and product innovation across multiple regions and markets. | | Lynn A. Wentworth Former Senior Vice President, Chief Financial Officer and Treasurer, BlueLinx Holdings Inc. | Biographical Information: Lynn A. Wentworth, 67, joined Graphic Packaging Holding 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 also serves as the Chairman of the Audit Committee. She was also elected to the Board of Directors of Lineage, Inc., a privately held cold storage REIT on July 1, 2022, and previously served as the Chairman of the Audit Committee until June 2024. Lineage, Inc. became a public company on July 25, 2024, at which time Ms. Wentworth was appointed Lead Independent Director. She is the former Chairman of the Board of CyrusOne, Inc. and Cincinnati Bell, Inc. 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. |

  15. Class II Directors — Terms to Expire in 2027

    | Page 14 | 2026 Proxy Statement | |

  16. Class III Directors — Terms to Expire in 2028

    Class III Directors — Terms to Expire in 2028

  17. Class III Directors — Terms to Expire in 2028

    | Laurie Brlas Former Executive Vice President and Chief Financial Officer, Newmont Mining Corporation | Biographical Information: Laurie Brlas, 68, 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, 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, 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, 69, 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 on 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. | | Alessandro Maselli Director, President and Chief Executive Officer Catalent Pharma Solutions | Biographical Information: Alessandro Maselli, 54, joined the Company’s Board on May 21, 2025. Mr. Maselli has served as the President and Chief Executive Officer of Catalent Pharma Solutions and as a member of its Board of Directors since July 2022. He previously served as the company’s President & Chief Operating Officer since February 2019. Mr. Maselli joined Catalent in 2010 as Director of Operations at Catalent’s pharmaceutical, nutritional and cosmetics plant in Aprilia, Italy. In 2013, he was appointed General Manager of Zydis® operations at Catalent’s facility in Swindon, U.K, in 2015 he became Vice President of Operations, Europe, for Catalent’s Drug Delivery Solutions business unit, and in 2016 he was named Catalent’s Senior Vice President, Global Operations. Prior to his service at Catalent, Mr. Maselli held operational and business leadership roles at Alstom SA and SGS SA. From 1998 to 2006, he held roles of increasing responsibility from process engineer to operations director at ABB Group. Mr. Maselli began his career as an automation systems engineer in the food industry. Qualifications: The Board concluded that Mr. Maselli is qualified to serve as a Director of the Company because he has over ten years of senior executive experience, including his current service as the President and Chief Executive Officer of Catalent, as well as experience leading European companies and operations. In addition, he served as a director on a U.S. public company’s board of directors for over two years prior to its acquisition. |

  18. Class III Directors — Terms to Expire in 2028

    | | 2026 Proxy Statement | Page 15 |

  19. 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 2025.

  20. Director Compensation

    Director Compensation

  21. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Aziz Aghili | 120,000 | 160,012 | 280,012 | | Laurie Brlas | 120,000 | 160,012 | 280,012 | | Andrew P. Callahan | 120,000 | 160,012 | 280,012 | | Robert A. Hagemann | 120,000 | 160,012 | 280,012 | | Philip R. Martens | 270,000 | 160,012 | 430,012 | | Alessandro Maselli(2) | 73,480 | 160,012 | 233,492 | | Mary K. Rhinehart(3) | 46,439 | 0 | 46,439 | | Dean A. Scarborough(4) | 72,164 | 160,012 | 232,176 | | Larry M. Venturelli | 145,000 | 160,012 | 305,012 | | Lynn A. Wentworth | 145,000 | 160,012 | 305,012 |

  22. Director Compensation

    | (1) Twelve Dollars ($12.00) of the amount shown reflects the fractional share paid to the directors due to rounding. |

  23. Director Compensation

    | (2) Mr. Maselli joined the Board on May 21, 2025. |

  24. Director Compensation

    | (3) Ms. Rhinehart served on the Board until May 20, 2025. |

  25. Director Compensation

    | (4) Mr. Scarborough served on the Board until August 6, 2025. |

  26. Director Compensation

    | Page 18 | 2026 Proxy Statement | |

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

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

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

    | Page 22 | 2026 Proxy Statement | |

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

    Compensation Components:

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

    | President and CEO 2025 Compensation | Other Named Executive Officers 2025 Average Compensation |

  32. 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.

  33. Peer Groups and Market Data

    Peer Groups 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 companies used for this comparison are recommended by the Company and the Committee’s compensation consultant and approved by the Committee. An industry-specific peer group is used for the CEO and CFO, and a broader survey peer group is used for other Executives. Both peer groups are reviewed annually and updated, if necessary, to ensure their appropriateness given any market changes. The companies comprising the peer groups used to develop 2025 executive compensation are listed below. After reviewing the companies in the prior year’s comparator groups against the criteria historically used to determine appropriate peers, the Committee determined that no changes to the peer groups were warranted, other than the removal of WestRock Company as a result of its acquisition by Smurfit Kappa in mid-2024.

  34. Peer Groups and Market Data

    | Industry Specific Peer Group | | | | Characteristics/Criteria | Publicly-traded companies Revenue of approximately .3x to 3.0x the Company’s revenue .2x to 5.0x the Company’s market capitalization in a similar industry (metal and glass containers, paper packaging or paper products) | | | 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 |

  35. Peer Groups and Market Data

    | Page 24 | 2026 Proxy Statement | |

  36. Peer Groups 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 | | | 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, Inc. Dover Corporation Eastman Chemical Company Ecolab Inc. Fortune Brands Innovations, Inc. 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 Parker Hannifin Corporation Rockwell Automation, Inc. Sonoco Products Company The Scott’s Miracle-Gro Company Trane Technologies plc Vulcan Materials Company Westlake Corporation |

  37. Peer Groups and Market Data

    | | 2026 Proxy Statement | Page 25 |

  38. Role of Compensation Consultants

    Role of Compensation Consultants The Committee retained WTW to act as the Committee’s independent consultant on executive compensation and benefits throughout 2025. 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 four Committee meetings in 2025 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.

  39. Compensation Components

    | Element/How it is Paid | Purpose | Description | | Base Salary Cash | Compensates 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 2025, the financial measures used were 2025 Adjusted EBITDA and 2025 Cash Flow before Debt Reduction. The annual incentive target for each Executive is a percentage of his or her salary. See the 2025 MIP Performance Goals and the Incentive Targets for the Executives in the following tables. | | Long-Term 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 2022 grants of Performance RSUs that were paid out during 2025 were 3-Year Aggregate 2022 Adjusted EBITDA (weighted 40%), 3-Year Average 2022 Return on Invested Capital (weighted 40%), and Organic Revenue Growth (weighted 20%), and subject to a Relative Total Shareholder Return modifier that adjusts the payout up or down by 20% (subject to the 200% target maximum). See the 2022 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 plan 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 MIP payment to the plan. Employees in the NQDCP who do not participate in the Company’s pension plan 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 eligible pay to certain senior executives (including the Executives). | | Health and Welfare Benefit Plans Insurance Executive Physical | 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. |

  40. 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 2025, the financial measures used to set such financial goals were 2025 Adjusted EBITDA and 2025 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.

  41. 2025 MIP Performance Goals

    2025 MIP Performance Goals

  42. 2025 MIP Performance Goals

    | 2025 Adjusted EBITDA (Weighted 50%) | | | 2025 Cash Flow Before Debt Reduction (Weighted 50%)(1) | | | | Performance | | Payout | Performance | | Payout | | <90% of Target | $1,575 Million | 0% | <85% of Target | $540 Million | 0% | | Target | $1,750 Million | 100% | Target | $635 Million | 100% | | 110% of Target | $1,925 Million | 200% | 115% of Target | $730 Million | 200% | | Actual Performance | $1,372 Million | 0% | Actual Performance | $467 Million | 0% | | | Total Payout | | 0.0% of Target Payout | | |

  43. 2025 MIP Performance Goals

    | | 2026 Proxy Statement | Page 31 |

  44. 2025 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. In setting the 2025 MIP target levels, the Committee primarily looked at positioning within the peer group in deciding to leave the target percentages the same as in 2024 (other than Mr.Yost’s, which was increased to 85% in connection with his appointment as Executive Vice President and President, Americas, effective May 1, 2025). The annual incentive target (as a percentage of base salary) for each of the Executives for 2024 and 2025 is set forth below:

  45. 2025 MIP Performance Goals

    | Name | 2024 Incentive Target | 2025 Incentive Target | | Michael P. Doss | 135% | 135% | | Charles D. Lischer | 60% | 60% | | Stephen R. Scherger | 85% | 85% | | Michael J. Farrell | 70% | 70% | | Lauren S. Tashma | 80% | 80% | | Joseph P. Yost | 75% | 85% | | Maggie K. Bidlingmaier | 85% | 85% |

  46. 2025 MIP Performance Goals

    Short-Term Cash Incentive Payouts for 2025. Cash incentive payouts under the MIP 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 2025 Adjusted EBITDA performance goal was 78% of target and with respect to its 2025 Cash Flow Before Debt Reduction performance goal was 74% of target, resulting in no MIP payout for 2025. For more information on the 2025 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 2025.

  47. Long-Term Incentives

    Long-Term 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. Performance RSUs granted under the long-term incentive program generally vest in full on the third anniversary of the grant date (assuming the Executive has continued in his or her employment by the Company through such date). Service RSUs granted in 2025 vest in three approximately equal tranches on the first, second and third anniversaries of the grant date. Upon death, disability, or involuntary termination without cause, a proportion of the RSUs vests. Upon retirement (as defined in the grant agreement), all of the RSUs vest if the participant continued in the employment of the Company through December 31st of the year in which the grant occurred and subsequently retired and the participant provided written notice to the Company of his or her retirement at least six (6) months prior to the date of termination of employment due to retirement. If the participant is a Vice President or above and did not provide written notice to the Company of his or her decision to retire at least six (6) months prior to the termination of employment due to retirement, then only a portion of the RSUs vest. In the event of an Involuntary Termination or Termination for Good Reason within one year following the date of a change of control (as defined in the Graphic Packaging Holding Company 2024 Omnibus Incentive Compensation Plan (the “2024 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.

  48. Long-Term Incentives

    | Page 32 | 2026 Proxy Statement | |

  49. Long-Term Incentives

    Payout of 2022 Grants. In February 2025, the Committee approved the payout of the Performance RSUs granted in 2022 at 200% of target, based on the achievement of the performance goals for the three-year performance period shown below, as adjusted by the relative total shareholder return modifier.

  50. 2022 Long-Term Incentive Program Performance Goals

    2022 Long-Term Incentive Program Performance Goals

  51. 2022 Long-Term Incentive Program Performance Goals

    | 3-Year Aggregate 2022 Adjusted EBITDA (Weighted 40%) | | | 3-Year Aggregate 2022 Return on Invested Capital (Weighted 40%) | | | 3-Year Organic Revenue Growth (Weighted 20%) | | | | Performance | | Payout | Performance | | Payout | Performance | | Payout | | <90% of Target | $4,116 Million | 0% | <90% of Target | 11.05% | 0% | 0% | 0 bp | 0% | | Target | $4,573 Million | 100% | Target | 12.28% | 100% | 50% | 150 bp | 50% | | <110% of Target | $5,030 Million | 200% | <110% of Target | 13.51% | 200% | 100% | 300 bp | 100% | | Actual Performance | $5,158 Million | | Actual Performance | 14.14% | | 150% | 450 bp | 150% | | Combined Payout before TSR modifier 196% | | | | | | | | | | TSR modifier 120% | | | | | | | | | | Total Payout 200% | | | | | | | | |

  52. 2022 Long-Term Incentive Program Performance Goals

    The Company achieved 3-Year Aggregate 2022 Adjusted EBITDA of $5,158 million (112.8% of target) resulting in a payout of this component at 200%, 3-Year Average 2022 Return on Invested Capital of 14.14% (115.1% of target) resulting in a payout of this component at 200%, and 3-year Organic Revenue Growth of 5.5% resulting in a payout of this component at 182%. Overall performance of these performance measures resulted in a combined payout at 196% of target prior to application of the TSR modifier. The Company’s performance with respect to TSR was at the 96.6 percentile, which resulted in a 120% payout modifier. Applying the TSR modifier to the Company’s 196.4% performance under the performance measures, the payout was 200% of target. 2025 Grants. In February 2025, the Company granted both Service RSUs and Performance RSUs to each Executive, under the long-term incentive program. For Executives, other than Mr. Lischer, 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. Mr. Lischer’s grant was based on an annual target amount of $550,000. The value determined by the percentage of salary, or in Mr. Lischer’s case, the target amount, 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 2025. 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 incentive program (as a percentage of salary) during 2024 and 2025 for each of our Executives is set forth below:

  53. 2022 Long-Term Incentive Program Performance Goals

    | Name | 2024 Target | 2025 Target | | Michael P. Doss | 560% | 580% | | Charles D. Lischer | 105% | 102% | | Stephen R. Scherger | 250% | 270% | | Michael J. Farrell | 185% | 185% | | Lauren S. Tashma | 200% | 200% | | Joseph P. Yost(1) | 185% | 185% | | Maggie K. Bidlingmaier | 225% | 260% |

  54. 2022 Long-Term Incentive Program Performance Goals

    | (1) Mr. Yost’s 2025 grants of Restricted Stock Units was made in February 2025 at a target rate of 185%. In May 2025 his target percentage increased to 200% for purposes of future grants as a result of his transition to the role of Executive Vice President and President, Americas. |

  55. 2022 Long-Term Incentive Program Performance Goals

    For the Performance RSUs granted in 2025, the performance goals consist of a preset aggregate 2025 Adjusted EBITDA target amount, a 2025 Return on Invested Capital target and an Organic Revenue Growth target percentage. The actual 2025 Adjusted EBITDA, 2025 Return on Invested Capital and Organic Revenue Growth targets are not disclosed here, as the Committee believes they constitute sensitive competitive information. The actual targets will be disclosed after payout. The Adjusted EBITDA goal is weighted in the calculation of the Company’s annual

  56. 2022 Long-Term Incentive Program Performance Goals

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  57. 2022 Long-Term Incentive Program Performance Goals

    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 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 Prior to September 26, 2024, Messrs. Doss, Scherger and Yost had employment agreements with generally uniform provisions, including non-competition and non-solicitation covenants, as well as claims releases and severance provisions. The employment agreements specified 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. Messrs. Doss, Scherger and Yost could receive severance benefits if they were terminated involuntarily without cause or terminated voluntarily for Good Reason (as defined below) within 30 days of the Good Reason event. 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 enabled 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.

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

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

    On September 26, 2024, Mr. Scherger and Mr. Yost voluntarily terminated each of their employment agreements due to changes in the Executive Severance Plan that enhanced the severance benefits for all Executive Vice Presidents in the event of a termination of service after a change in control of the Company. The changes substantially eliminated the need for employment agreements for Mr. Scherger and Mr. Yost, but did not address all of the provisions in Mr. Doss’s Employment Agreement, which remained in place through December 31, 2025. 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. Mr. Doss also receives health and welfare benefits for one year after termination. Mr. Doss 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 Mr. Doss is separated from service without cause or for Good Reason within one year of a change in control, he receives (i) an additional year of base salary, and (ii) instead of the pro-rata bonus, a bonus equal to the target level bonus for the year in which the separation occurs (assuming that all performance targets had been achieved) multiplied by two. All benefit payments under Mr. Doss’s Employment Agreement are conditioned upon him executing and returning a claims release to the Company. All of the executives except Mr. Doss are eligible to participate in the Graphic Packaging International, LLC Executive Severance Plan. 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 two years after a change in control, Executives receive an amount equal to two times the sum of his or her base salary and his or her target bonus. 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 Mr. Doss’s Employment Agreement and the Executive Severance Plan, the Service RSUs and Performance RSUs granted in 2025 (after the implementation of the 2024 Omnibus Incentive Compensation Plan) provide that for Awards assumed by the Surviving Entity or otherwise equitably substituted in connection with a Change in Control, such Awards shall have accelerated vesting and payout if the Participant’s service is terminated without Cause or the Participant resigns for Good Reason within one year after the effective date of a change in control. The 2024 Omnibus Incentive Compensation Plan (the “2024 Plan”) also provides that for Awards not assumed by the Surviving Entity or otherwise equitably substituted in connection with a change in control, such Awards shall have 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 under the 2024 Plan:

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

    | (i) during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or |

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

    | (ii) any Person becomes a Beneficial Owner, directly or indirectly, of either (A) 30% or more of the then-outstanding shares of common stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or |

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

    | (iii) | the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, |

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

    | | 2026 Proxy Statement | Page 35 |

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

    | respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no Person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing is the Beneficial Owner, directly or indirectly, of 30% or more of the total common stock or 30% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or |

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

    | (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. |

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

    The foregoing events were chosen to trigger the vesting and payout of RSUs 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.

  68. Summary Compensation Table

    Summary Compensation Table

  69. 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(4) Former President and Chief Executive Officer (Principal Executive Officer) | 2025 | 1,316,300 | – | 7,495,753 | – | 85,167 | 207,527(5) | 9,104,747 | | | 2024 | 1,316,300 | – | 7,158,044 | 462,021 | – | 471,590 | 9,407,955 | | | 2023 | 1,316,300 | – | 7,291,291 | 2,718,818 | 70,380 | 540,714 | 11,937,503 | | Charles D. Lischer(6) Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer (Principal Financial Officer) | 2025 | 537,469 | – | 540,007 | – | – | 93,363(7) | 1,170,839 | | Stephen R. Scherger(8) Former Executive Vice President and Chief Financial Officer | 2025 | 676,883 | – | 2,054,480 | – | – | 100,389(9) | 2,831,752 | | | 2024 | 775,000 | – | 1,881,456 | 171,275 | – | 209,616 | 3,037,347 | | | 2023 | 745,000 | – | 1,829,766 | 968,873 | – | 221,469 | 3,765,107 | | Michael J. Farrell Executive Vice President, Mills | 2025 | 544,700 | – | 989,379 | – | – | 61,930(10) | 1,596,009 | | Lauren S. Tashma Executive Vice President, General Counsel and Secretary | 2025 | 662,500 | – | 1,300,931 | – | – | 95,828(11) | 2,059,259 | | | 2024 | 638,500 | – | 1,240,062 | 132,808 | – | 161,630 | 2,172,999 | | | 2023 | 615,000 | – | 1,124,817 | 705,713 | – | 166,923 | 2,612,452 | | Joseph P. Yost Executive Vice President and President, Americas | 2025 | 752,600 | – | 1,321,961 | – | 32,031 | 189,153(12) | 2,295,745 | | | 2024 | 701,500 | – | 1,260,233 | 136,793 | – | 272,935 | 2,371,460 | | | 2023 | 676,000 | – | 1,307,043 | 775,710 | 25,730 | 398,490 | 3,182,973 | | Maggie Bidlingmaier(13) Former Executive Vice President and President, Americas | 2025 | 340,795 | – | 1,920,175 | – | – | 59,003(14) | 2,319,973 | | | 2024 | 725,000 | – | 1,584,072 | 160,225 | – | 188,171 | 2,657,467 | | | 2023 | 682,500 | – | 1,355,282 | 835,380 | – | 192,553 | 3,065,715 |

  70. 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 2025 Stock Awards assuming payout of Performance RSUs at the maximum level is as follows: Mr. Doss: $12,553,711; Mr. Lischer: $904,387; Mr. Scherger: $3,440,813; Mr. Farrell: $1,656,997; Ms. Tashma: $2,178,772; Mr. Yost: $2,214,002; and Ms. Bidlingmaier: $3,215,882. |

  71. Summary Compensation Table

    | (2) The amounts set forth in this column for Messrs. Doss and Yost for 2025 and 2023 represent increases only under the Supplemental Retirement Plans. The present value of Mr. Doss and Mr. Yost’s accumulated benefits under our Supplemental Retirement Plans decreased by $31,477 and $13,274, respectively, during 2024 due to an increase in discount rates used to calculate the present value of their accumulated benefits. Mr. Lischer, Mr. Scherger, Mr. Farrell, Ms. Tashma and Ms. Bidlingmaier do not participate in the Company’s U.S. Consolidated Pension Plan or Supplemental Retirement Plans. None of the Named Executive Officers realized above market or preferential earnings on deferred compensation. |

  72. Summary Compensation Table

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

  73. Summary Compensation Table

    | Page 38 | 2026 Proxy Statement | |

  74. Summary Compensation Table

    | (4) Mr. Doss relinquished his role as the Company’s President and Chief Executive Officer effective January 1, 2026. |

  75. Summary Compensation Table

    | (5) The amount shown for Mr. Doss represents (i) $24,923 of Company matching and supplemental contributions to the Company’s 401(k) Plan; (ii) $174,757 of Company matching and supplemental contributions to the NQDCP; (iii) $4,591 for Executive Disability Insurance; and (iv) $3,256 for an executive physical. |

  76. Summary Compensation Table

    | (6) Mr. Lischer was appointed as Interim Chief Financial Officer effective as of November 7, 2025. |

  77. Summary Compensation Table

    | (7) The amount shown for Mr. Lischer represents (i) $29,750 of Company matching and supplemental contributions to the Company’s 401(k) Plan; (ii) $22,896 of Company matching and supplemental contributions to the NQDCP; (iii) $5,236 for Executive Disability Insurance; and (iv) a $25,000 allowance in connection with Mr. Lischer’s prior role as Senior Vice President, International Finance, and $10,481 of tax gross-up related thereto. |

  78. Summary Compensation Table

    | (8) Mr. Scherger resigned as Executive Vice President and Chief Financial Officer effective as of November 7, 2025. |

  79. Summary Compensation Table

    | (9) The amount shown for Mr. Scherger represents (i) $28,044 of Company matching and supplemental contributions to the Company’s 401(k) Plan; (ii) $67,788 of matching and supplemental contributions to the NQDCP; and (iii) $4,557 for Executive Disability Insurance. |

  80. Summary Compensation Table

    | (10) The amount shown for Mr. Farrell represents (i) $26,259 of Company matching and supplemental contributions to the Company’s 401(k) Plan; (ii) $27,915 of Company matching and supplemental contributions to the NQDCP; (iii) $4,745 for Executive Disability Insurance; (iv) $300 for financial counseling fees; and (v) $2,711 for an executive physical. |

  81. Summary Compensation Table

    | (11) The amount shown for Ms. Tashma includes (i) 26,017 of Company matching and supplemental contributions to the Company’s 401(k) Plan; (ii) $61,710 of Company matching and supplemental contributions to the NQDCP; (iii) $4,785 for Executive Disability Insurance and (iv) $3,316 for an executive physical. |

  82. Summary Compensation Table

    | (12) The amount shown for Mr. Yost represents (i) $27,956 of Company matching and supplemental contributions to the Company’s 401(k) Plan; (ii) $71,096 of Company matching and supplemental contributions to the NQDCP; (iii) $4,442 of Executive Disability Insurance; (iv) a housing allowance of $62,395; (v) $2,600 for financial counseling and tax preparation fees; (vi) $18,992 for a foreign auto allowance; and (vii) $1,672 for a foreign exchange rate correction. |

  83. Summary Compensation Table

    | (13) Ms. Bidlingmaier relinquished her position as Executive Vice President and President, Americas effective May 1, 2025 but remained an employee of the Company until June 2, 2025. |

  84. Summary Compensation Table

    | (14) The amount shown for Ms. Bidlingmaier represents (i) $28,423 of Company matching and supplemental contributions to the Company’s 401(k) Plan; (ii) $27,867 of Company matching and supplemental contributions to the NQDCP; and (iii) $2,713 for Executive Disability Insurance. |

  85. 2025 CEO Pay Ratio Information

    2025 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 as of December 31, 2025) 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 conducted a review to identify the employee with the median total annual compensation for 2025. As in prior years, the Company chose all cash compensation paid during the calendar year to each of its domestic and international employees as of December 31, 2025 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, 2025. Using the median employee identified based upon 2025 data, the Company determined the median employee’s total annual compensation for 2025 was $56,506. The total annual compensation of our President and CEO for 2025 was $9,104,747. The ratio of the total annual compensation of our President and CEO to the median employee’s total annual compensation was 161:1. The following table sets forth information regarding the grants of annual cash incentive compensation and annual equity compensation during 2025 to the Named Executive Officers.

  86. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025

  87. Grants of Plan-Based Awards in Fiscal 2025

    | | | 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 ($)(6) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(2) | Target (#)(3) | Maximum (#)(4) | | | | Michael P. Doss | | 0 | 1,777,005 | 3,554,010 | | | | | | | | 2/26/2025 | | | | 0 | 186,299 | 372,598 | | 5,058,018 | | | 2/26/2025 | | | | | | | 93,150 | 2,437,736 | | Charles D. Lischer | | 0 | 322,481 | 644,963 | | | | | | | | 2/26/2025 | | | | 0 | 13,421 | 26,842 | | 364,380 | | | 2/26/2025 | | | | | | | 6,711 | 175,627 | | Stephen R. Scherger | | 0 | 658,750 | 1,317,500 | | | | | | | | 2/26/2025 | | | | 0 | 51,062 | 102,124 | | 1,386,333 | | | 2/26/2025 | | | | | | | 25,531 | 668,146 | | Michael J. Farrell | | 0 | 381,290 | 762,580 | | | | | | | | 2/26/2025 | | | | 0 | 24,590 | 49,180 | | 667,619 | | | 2/26/2025 | | | | | | | 12,295 | 321,760 | | Lauren S. Tashma | | 0 | 530,000 | 1,060,000 | | | | | | | | 2/26/2025 | | | | 0 | 32,333 | 64,666 | | 877,841 | | | 2/26/2025 | | | | | | | 16,167 | 423,090 | | Joseph P. Yost | | 0 | 624,750 | 1,249,500 | | | | | | | | 2/26/2025 | | | | 0 | 32,856 | 65,712 | | 892,040 | | | 2/26/2025 | | | | | | | 16,428 | 429,921 | | Maggie K. Bidlingmaier | | 0 | 639,370 | 1,278,740 | | | | | | | | 2/26/2025 | | | | 0 | 47,724 | 95,448 | | 1,295,707 | | | 2/26/2025 | | | | | | | 23,862 | 624,469 |

  88. Grants of Plan-Based Awards in Fiscal 2025

    | (1) The amounts set forth in these columns reflect the threshold, target and maximum cash payments that could have been earned during 2025 under the MIP. |

  89. Grants of Plan-Based Awards in Fiscal 2025

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  90. Grants of Plan-Based Awards in Fiscal 2025

    | (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 2025 long-term incentive program (the “2025 LTIP”). |

  91. Grants of Plan-Based Awards in Fiscal 2025

    | (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 2025 LTIP. |

  92. Grants of Plan-Based Awards in Fiscal 2025

    | (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 2025 LTIP, which is 200% of the target level grant. |

  93. Grants of Plan-Based Awards in Fiscal 2025

    | (5) Amounts in this column represent the number of Service RSUs granted to each of the Named Executive Officers in 2025. The Service RSUs vest in three approximately equal tranches on the first, second and third anniversaries of the date of grant, or earlier upon termination following a change in control or on a pro-rata basis upon a termination of employment due to death, disability or retirement. |

  94. Grants of Plan-Based Awards in Fiscal 2025

    | (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. |

  95. Grants of Plan-Based Awards in Fiscal 2025

    The following table sets forth the aggregate outstanding RSUs held by the Named Executive Officers at the end of fiscal 2025. None of the Named Executive Officers held any stock options at the end of fiscal 2025.

  96. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End

  97. Outstanding Equity Awards at 2025 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 | 2/26/2025 | 93,150 | 1,402,839 | 186,299 | 2,805,663 | | | 2/15/2024 | 64,357 | 969,216 | 192,111 | 2,893,192 | | | 2/15/2023 | 102,579 | 1,544,840 | 205,157 | 3,089,664 | | Charles D. Lischer | 2/26/2025 | 6,711 | 101,068 | 13,421 | 202,120 | | | 2/15/2024 | 4,802 | 72,318 | 14,335 | 215,885 | | | 2/15/2023 | 7,058 | 106,293 | 14,115 | 212,572 | | Stephen R. Scherger | 2/26/2025 | 10,851 | 163,416 | 11,892 | 179,094 | | | 2/15/2024 | 12,151 | 182,994 | 29,999 | 438,231 | | | 2/22/2023 | 23,415 | 352,630 | 46,831 | 705,275 | | Michael J. Farrell | 2/26/2025 | 12,295 | 185,163 | 24,590 | 370,325 | | | 2/15/2024 | 8,481 | 127,724 | 25,313 | 381,214 | | | 2/15/2023 | 13,982 | 210,569 | 27,963 | 421,123 | | Lauren S. Tashma | 2/26/2025 | 16,167 | 243,475 | 32,333 | 486,935 | | | 2/15/2024 | 11,150 | 167,076 | 33,281 | 501,212 | | | 2/15/2023 | 15,825 | 238,325 | 31,649 | 476,634 | | Joseph P. Yost | 2/26/2025 | 16,428 | 247,406 | 32,856 | 494,811 | | | 2/15/2024 | 11,331 | 169,786 | 33,823 | 509,374 | | | 2/15/2023 | 18,388 | 276,923 | 36,777 | 553,862 | | Maggie Bidlingmaier | 2/26/2025 | 3,859 | 58,117 | 4,228 | 63,674 | | | 2/15/2024 | 7,669 | 115,495 | 18,365 | 276,577 | | | 2/15/2024 | 14,592 | 219,756 | 29,184 | 439,511 |

  98. Outstanding Equity Awards at 2025 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, 2025. |

  99. Outstanding Equity Awards at 2025 Fiscal Year End

    | | 2026 Proxy Statement | Page 41 |

  100. Outstanding Equity Awards at 2025 Fiscal Year End

    | (2) The Service RSUs granted in 2025 and 2024 vest in three approximately equal tranches on the first, second and third anniversaries of the date of grant and the Service RSUs granted in 2023 vest on the third anniversary of the date of grant, in each case, except in the event of death, disability, retirement or a change of control. |

  101. Outstanding Equity Awards at 2025 Fiscal Year End

    | (3) Amounts in this column are calculated based on the closing price of the Company’s common stock on December 31, 2025. |

  102. Outstanding Equity Awards at 2025 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, 2025. |

  103. Outstanding Equity Awards at 2025 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. |

  104. Outstanding Equity Awards at 2025 Fiscal Year End

    The following table sets forth information regarding RSUs held by the Named Executive Officers that vested and were paid out during 2025.

  105. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  106. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | No. of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | Michael P. Doss | 591,826 | 16,014,286 | | Charles D. Lischer | 37,068 | 1,002,879 | | Stephen R. Scherger | 146,748 | 3,970,687 | | Michael J. Farrell | 84,261 | 2,280,159 | | Lauren S. Tashma | 89,269 | 2,415,263 | | Joseph P. Yost | 109,908 | 2,974,132 | | Maggie K. Bidlingmaier | 111,342 | 3,012,406 |

  107. 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 2025. The numbers in this column show the aggregate number of Performance RSUs and Service RSUs vested and paid out during 2025. |

  108. Option Exercises and Stock Vested

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

  109. Pension Benefits at 2025 Fiscal Year End

    Pension Benefits at 2025 Fiscal Year End

  110. Pension Benefits at 2025 Fiscal Year End

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Michael P. Doss(2) | Riverwood International Supplemental Retirement Plan | 11 | 942,788 | – | | | Graphic Packaging Supplemental Retirement Plan | 5 | 13,123 | – | | Charles D. Lischer | – | – | – | – | | Stephen R. Scherger | – | – | – | – | | Michael J. Farrell | – | – | – | – | | Lauren S. Tashma | – | – | – | – | | Joseph P. Yost(2) | Riverwood International Supplemental Retirement Plan | 11 | 339,009 | – | | Maggie Bidlingmaier | – | – | – | – |

  111. Pension Benefits at 2025 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, 2025. |

  112. Pension Benefits at 2025 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 the Riverwood International Supplemental Retirement Plan as of January 1, 2005. Mr. Doss and Mr. Yost’s benefit service for the Riverwood |

  113. Pension Benefits at 2025 Fiscal Year End

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  114. Pension Benefits at 2025 Fiscal Year End

    | 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. |

  115. Pension Benefits at 2025 Fiscal Year End

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

  116. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  117. 2025 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 | 138,343 | 174,757 | 1,907,153 | – | 11,909,326 | | Charles D. Lischer | 176,978 | 22,896 | 443,147 | – | 2,537,446 | | Stephen R. Scherger | 59,919 | 67,788 | 621,682 | – | 6,441,053 | | Michael J. Farrell | 2,406 | 27,915 | 246,506 | – | 1,352,975 | | Lauren S. Tashma | 36,853 | 61,710 | 368,909 | – | 2,195,986 | | Joseph P. Yost | 35,102 | 71,096 | 406,108 | – | 3,257,099 | | Maggie K. Bidlingmaier | 27,356 | 27,867 | 130,059 | 431,318 | 353,205 |

  118. 2025 Nonqualified Deferred Compensation

    | (1) These amounts were included as 2025 compensation in the “Salary” or “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table. |

  119. 2025 Nonqualified Deferred Compensation

    | (2) These amounts, which were earned as of 2025 fiscal year end but not contributed until early 2026, were included in compensation in the “All Other Compensation” column for 2025 in the Summary Compensation Table and are reflected in the “Aggregate Balance at Last FYE” column of this table. |

  120. 2025 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: |

  121. 2025 Nonqualified Deferred Compensation

    | Michael P. Doss | $5,334,785 | | Charles D. Lischer | $0 | | Stephen R. Scherger | $3,008,252 | | Michael J. Farrell | $229,220 | | Lauren S. Tashma | $1,090,925 | | Joseph P. Yost | $1,300,034 | | Maggie K. Bidlingmaier | $517,760 |

  122. 2025 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 the Company’s Pension Plan 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.

  123. 2025 Nonqualified Deferred Compensation

    | | 2026 Proxy Statement | Page 43 |

  124. 2025 Nonqualified Deferred Compensation

    The following table provides information as of December 31, 2025, with respect to the Company’s 2024 Plan, under which equity securities are authorized for issuance, as well as the 2014 Plan, which has expired but still has outstanding awards.

  125. 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 or disability; (ii) because of retirement; (iii) by the Company without Cause or by the Named Executive Officer for Good Reason (as described in the employment agreement with Mr. Doss or, with respect to Mr. Lischer, Mr. Scherger, Mr. Farrell, Ms. Tashma, Mr. Yost and Ms. Bidlingmaier, 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, 2025, 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 2025 Fiscal Year End table and the 2025 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.

  126. Potential Payments Upon Termination

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  127. 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. As reflected in the table below, Mr. Scherger was retirement-eligible when he resigned from the Company effective November 7, 2025. Accordingly, he was not eligible for benefits under the Executive Severance Plan, but was eligible for daily pro-rata vesting of Restricted Stock Units pursuant to the terms of his Service-Based Restricted Stock Unit Award Agreements and Performance-Base Restricted Stock Unit Award Agreements. Ms. Bidlingmaier resigned her position effective May 1, 2025, and her employment was terminated effective June 2, 2025, under circumstances that entitled her to payments and benefits under the Executive Severance Plan and to daily pro-rata vesting of her Restricted Stock Units pursuant to the terms of her Service-Based Restricted Stock Unit Award Agreements and Performance-Based Restricted Stock Unit Award Agreements. The amounts in the table below reflect the actual payments and benefits paid and provided to Mr. Scherger and Ms. Bidlingmaier.

  128. Potential Payments Upon Termination

    | | Termination following Death or Disability | | | Termination following Employee’s Retirement | | | Termination Without Cause or for Good Reason(1) | | | Termination Without Cause or for Good Reason 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 | 1,777,005(3) | 9,415,169 | 11,192,174 | | 12,514,955 | 12,514,955 | 4,870,310 | 8,517,708 | 13,388,018 | 7,963,615 | 12,690,946 | 20,654,561 | | Charles D. Lischer | – | 671,051 | 671,051 | – | 896,071 | 896,071 | 940,571 | 605,820 | 1,546,390 | 1,934,888 | 910,257 | 2,845,145 | | Stephen R. Scherger | | | | – | 2,021,639 | 2,021,639 | | | | | | | | Michael J. Farrell | – | 1,261,259 | 1,261,259 | – | 1,668,239 | 1,668,239 | 953,225 | 1,142,840 | 2,096,065 | 1,960,920 | 1,696,117 | 3,657,037 | | Lauren S. Tashma | – | 1,547,178 | 1,547,178 | – | 2,085,117 | 2,085,117 | 1,192,500 | 1,391,779 | 2,584,279 | 2,385,000 | 2,114,499 | 4,499,499 | | Joseph P. Yost | – | 1,672,523 | 1,672,523 | – | 2,216,323 | 2,216,323 | 1,338,750 | 1,514,305 | 2,853,055 | 2,677,500 | 2,253,021 | 4,930,521 | | Maggie K. Bidlingmaier | | | | | | | 1,392,125 | 1,173,129 | 2,565,254 | | | |

  129. 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 termination without Cause or for Good Reason, 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: |

  130. Potential Payments Upon Termination

    | Michael P. Doss | $55,877 | | Charles D. Lischer | $48,320 | | Stephen R. Scherger | $– | | Michael J. Farrell | $59,084 | | Lauren S. Tashma | $52,625 | | Joseph P. Yost | $46,892 | | Maggie K. Bidlingmaier | $29,882 |

  131. 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, 2025. In addition, amounts shown assume that the Executive gave written notice of his or her intent to retire at least six (6) months prior to the date of retirement. |

  132. Potential Payments Upon Termination

    | (3) In addition to this amount, Mr. Doss receives one additional months’ salary, or $109,692, upon termination of employment due to his death. |

  133. Potential Payments Upon Termination

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  134. 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 the years shown below, 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 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.

  135. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table

  136. 2025 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) | | 2025 | $9,104,747 | ($6,313,159) | $2,045,596 | ($955,787) | $96.66 | $99.86 | $444 | $1,395 | | 2024 | $9,407,955 | $17,901,034 | $2,559,819 | $4,397,170 | 177.28 | 136.68 | $658 | $1,682 | | 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 |

  137. 2025 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. |

  138. 2025 Pay Versus Performance Table

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

  139. 2025 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. |

  140. 2025 Pay Versus Performance Table

    | | Year | | | | | | | | 2025 | | 2024 | 2023 | 2022 | 2021 | | Total Compensation Reported in SCT | | 9,104,747 | $9,407,955 | $11,937,503 | $11,644,401 | $7,309,269 | | Less Change in Pension Value and Non-Qualified Deferred Compensation Earnings Reported in SCT | | 85,167 | – | $70,380 | – | – | | Less: Fair Value of Stock Awards Granted during Year at Date of Grant Reported in SCT | | 7,495,753 | $7,158,044 | $7,291,291 | $6,756,267 | $5,006,859 | | 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 | | 3,553,355 | $8,103,613 | $7,656,892 | $7,871,034 | $6,086,639 | | Plus: Change in Fair Value of Equity Compensation from the end of the Prior Year to Vesting Date for Stock Awards Made in Prior Years that Vested during Year Shown | ($ | 16,018) | $89,124 | $655,973 | $400,333 | $(313,875) | | Plus: Change in Fair Value of Equity Compensation from the end of the Prior Year to the end of the Year Shown for Stock Awards that were unvested at FYE | ($ | 11,374,323) | $7,458,386 | $6,529,640 | $6,586,102 | $3,785,341 | | Plus: Dividends or Other Earnings paid on Stock Awards in the Year Shown prior to the Vesting Date not otherwise included in Total Compensation | | – | – | – | – | – | | Compensation Actually Paid | ($ | 6,313,159) | $17,901,034 | $19,418,337 | $19,745,603 | $11,860,514 |

  141. 2025 Pay Versus Performance Table

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  142. 2025 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 2025 are Charles D. Lischer, Stephen R. Scherger, Michael J. Farrell, Lauren S. Tashma, Joseph P. Yost and Maggie K. Bidlingmaier. The Non-PEO NEOS included in the calculation for the years 2022—2024 are Stephen R. Scherger, Maggie K. Bidlingmaier, Lauren S. Tashma and Joseph P. Yost. The Non-PEO NEOs included in the calculation for 2021 are Stephen R. Scherger, Michael J. Farrell, Lauren S. Tashma and Joseph P. Yost. |

  143. 2025 Pay Versus Performance Table

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

  144. 2025 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.

  145. 2025 Pay Versus Performance Table

    | | Year | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Average Total Compensation Reported in SCT | 2,045,596 | $2,559,819 | $3,156,562 | $3,401,061 | $2,040,539 | | Less: Average Change in Pension Value and Non-Qualified Deferred Compensation Earnings Reported in SCT | 5,339 | – | $6,433 | – | – | | Less: Average Fair Value of Stock Awards Granted during Year at Date of Grant Reported in SCT | 1,354,489 | $1,491,456 | $1,404,227 | $1,674,232 | $1,044,128 | | 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 | 394,680 | $1,688,475 | $1,474,638 | $1,942,288 | $1,253,564 | | 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 | 5,154 | $147,817 | $109,054 | $73,532 | $(57,105) | | 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 | (2,046,729) | $1,492,515 | $1,117,720 | $1,088,051 | $741,628 | | 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 | $0 | $0 | $0 | | Compensation Actually Paid | (955,787) | $4,397,170 | $4,447,314 | $4,830,700 | $2,934,498 |

  146. 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 2021 year-end to 2025 year-end, reflecting for 2025 a decline in Total Shareholder Returns for the Company and our Peer Group, a $214 million (33%) decline in Net Income and a $287 million or 17% decrease in Adjusted EBITDA. 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.

  147. Additional Information Regarding the Pay Versus Performance Table

    | | 2026 Proxy Statement | Page 47 |

  148. Additional Information Regarding the Pay Versus Performance Table

    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 the years 2021 through 2025 to (i) TSR of the Company and the Company’s peer group; and (ii) the Company’s Net Income and Adjusted EBITDA.

  149. 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.

  150. Pay Versus Performance – Tabular List of Performance Measures

    | Page 48 | 2026 Proxy Statement | |