DEF 14A of Amcor plc, Sep 24, 2024

DEF 14A of Amcor plc

Filed Sep 24, 2024 · FY20240001748790-24-000027

Open on EDGAR

  1. GRAEME LIEBELT

    GRAEME LIEBELT

  2. GRAEME LIEBELT

    | | PROFESSIONAL BACKGROUND: •Managing Director and Chief Executive Officer of Orica Limited – 2005 to 2012 •Executive Director of Orica Group – 1997 to 2012 •Numerous senior positions with the ICI Australia/Orica group including Managing Director of Dulux Australia, Chairman of Incitec Ltd, Director of Incitec Pivot Ltd and Chief Executive of Orica Mining Services – 1989 to 2012 | | Age: 70 Director since: 2012 Chairman Committees: Executive INDEPENDENT | OTHER DIRECTORSHIPS: •Australian Foundation Investment Company Limited •Australia and New Zealand Banking Group Limited (previous) •DuluxGroup Ltd (previous) | | | KEY QUALIFICATIONS AND EXPERIENCES: In addition to the professional background noted above, Mr. Liebelt is a Fellow of the Australian Academy of Technological Sciences and Engineering and a Fellow of the Australian Institute of Company Directors. Mr. Liebelt’s past leadership experiences and expertise in global manufacturing and operations make him particularly qualified to act as Chairman of the Board for Amcor. |

  3. GRAEME LIEBELT

    | Amcor plc | 2024 Proxy Statement | 15 |

  4. GRAEME LIEBELT

    Table of Contents

  5. PETER KONIECZNY

    PETER KONIECZNY

  6. PETER KONIECZNY

    | | PROFESSIONAL BACKGROUND: •Chief Executive Officer, Amcor plc – September 2024 to present • Interim Chief Executive Officer, Amcor plc – April 2024 to September 2024 • Chief Commercial Officer, Amcor plc – 2020 to April 2024 • President, Amcor Flexibles Europe, Middle East & Africa and Latin America – 2019 to 2020 • President, Amcor Flexibles Europe, Middle East & Africa – 2015 to 2019 • President, Amcor Specialty Cartons – 2010 to 2015 | | Age: 59 Since: Nominee | | | | KEY QUALIFICATIONS AND EXPERIENCES: Mr. Konieczny has had a number of leadership roles across several Business Groups within the Amcor organization, giving him unique insight into the individual challenges and opportunities of the Business Groups’ global business. Prior to joining Amcor, Mr. Konieczny was appointed President of Silgan White Cap, a global organization specializing in metal and plastic closures for the food and beverage industries. He has also worked as a management consultant with McKinsey & Company. Mr. Konieczny’s comprehensive knowledge of Amcor’s business, operations and customers and his strong operational and commercial leadership is invaluable to Amcor’s Board of Directors. Mr. Konieczny was originally recommended as a Director nominee by the Special Transition Committee. |

  7. ACHAL AGARWAL

    ACHAL AGARWAL

  8. ACHAL AGARWAL

    | | PROFESSIONAL BACKGROUND: •Global Chief Strategy and Transformation Officer, Kimberly-Clark – 2020 to 2021 •President, Asia Pacific Region, Kimberly-Clark – 2012 to 2020 •President, North Asia Region, Kimberly-Clark – 2008 to 2012 •Chief Operating Officer – Beverages (Greater China), PepsiCo – 2002 to 2008 •Vice President, Beverages (China), PepsiCo – 1998 to 2002 •Market Unit General Manager – Beverages (India), PepsiCo – 1994 to 1997 •Commercial Manager, Corporate, ICI India – 1993 to 1994 •Commercial Functions in Pharmaceutical, Agrochemical, Paints and Commercial Explosives businesses, ICI India – 1981 to 1993 | | Age: 65 Director since: 2021 Committees: Compensation INDEPENDENT | | | | OTHER DIRECTORSHIPS: •SATS Ltd •World-Wide Fund for Nature, Singapore (WWF Singapore) (previous) •Singapore International Chamber of Commerce (previous) •Asia Venture Philanthropy Network (previous) •Singapore Business Federation (previous) | | | KEY QUALIFICATIONS AND EXPERIENCES: Mr. Agarwal holds a degree and a Master of Business Administration from the University of Delhi, and an Advanced Management Program degree from The Wharton School, University of Pennsylvania. He is a global consumer executive with four decades of experience, of which 30 years have been in leadership roles in the Asia-Pacific across developed and emerging markets. He is passionate about coaching leaders to grow scalable and sustainable businesses in the midst of a changeable environment, contributing invaluable knowledge and skills to Amcor’s Board of Directors. |

  9. ACHAL AGARWAL

    | 16 | Amcor plc | 2024 Proxy Statement |

  10. ACHAL AGARWAL

    Table of Contents

  11. ANDREA BERTONE

    ANDREA BERTONE

  12. ANDREA BERTONE

    | | PROFESSIONAL BACKGROUND: •President, Duke Energy International LLC (an electric power generation company) – 2009 to 2016 •Associate General Counsel, Duke Energy – 2003 to 2009 | | | OTHER DIRECTORSHIPS: •Waste Connections Inc., listed on NYSE (Audit Committee) •Drax Group PLC, listed on the London Stock Exchange (Chair) •Peabody Energy Corporation, listed on NYSE (Audit and Chair of HSSE Committee) | | Age: 63 Director Since: 2019 Committees: Compensation, NG INDEPENDENT | •DMC Global Inc. (previous), listed on NASDAQ (Audit and Chair of Risk Committee) – 2019 to 2023 •Yamana Gold Inc. (previous), listed on NYSE (Audit and Risks Opportunities Committee) – 2017 to 2020 •Duke Energy International Geração Paranapanema S.A. (previous) | | | KEY QUALIFICATIONS AND EXPERIENCES: Ms. Bertone is a graduate of the University of São Paulo, Brazil, where she earned a juris doctorate degree, and Chicago-Kent College of Law, where she earned a Master of Laws degree. She also completed a finance program for senior executives at Harvard Business School. Ms. Bertone’s depth of experience with multinational companies operating in global markets and her experience in executive leadership, global strategy, legal and regulatory, finance, and M&A provide valuable contributions to Amcor’s Board of Directors. |

  13. SUSAN CARTER

    SUSAN CARTER

  14. SUSAN CARTER

    | | PROFESSIONAL BACKGROUND: •Senior Vice President and Chief Financial Officer, Ingersoll-Rand Plc – 2013 to 2020 •Executive Vice President and Chief Financial Officer, KBR, Inc. – 2009 to 2013 •Executive Vice President and Chief Financial Officer, Lennox International Inc. – 2004 to 2009 •Vice President and Corporate Controller/Chief Accounting Officer, Cummins, Inc. – 2002 to 2004 | | Age: 65 Director since: 2021 Committees: Audit INDEPENDENT | OTHER DIRECTORSHIPS: •Stanley Black & Decker, Inc •ON Semiconductor Corporation •Pursuit Aerospace •Air Products and Chemicals, Inc. (previous) •Lyondell Chemical Company (previous) | | | KEY QUALIFICATIONS AND EXPERIENCES: Ms. Carter received a Bachelor’s degree in Accounting from Indiana University and a Master’s degree in Business Administration from Northern Illinois University. Ms. Carter’s expertise in investor relations, capital markets, IT management, global company management, accounting and finance, and her experience as a chief financial officer of a public company, enable her to bring a thorough understanding of financial reporting, generally accepted accounting principles, financial analytics, budgeting, capital markets financing and auditing to Amcor’s Board of Directors. |

  15. SUSAN CARTER

    | Amcor plc | 2024 Proxy Statement | 17 |

  16. SUSAN CARTER

    Table of Contents

  17. GRAHAM CHIPCHASE CBE

    GRAHAM CHIPCHASE CBE

  18. GRAHAM CHIPCHASE CBE

    | | PROFESSIONAL BACKGROUND: •CEO, Brambles LTD – January 2017 to present •CEO, Rexam plc – 2010 to 2016 •Group Director of Plastic Packaging, Rexam plc – 2005 to 2009 •Group Finance Director, Rexam plc – 2003 to 2005 •Finance Director Aerospace Services, GKN PLC – 2001 to 2003 | | Age: 61 Since: Nominee INDEPENDENT | OTHER DIRECTORSHIPS: •AstraZeneca (Senior Independent Director and Chair of Remuneration Committee) – 2012 to 2021 (previous) | | | KEY QUALIFICATIONS AND EXPERIENCES: Mr. Chipchase is a long-tenured CEO with Non-Executive Director experience, and has worked in Sweden, Australia, the UK and the U.S. He holds an MA (Hons) Chemistry from Oriel College, Oxford, and is a Fellow of the Institute of Chartered Accountants in England and Wales. He was made a Commander of the British Empire (CBE) for services to sustainable business in June 2024. Mr. Chipchase left Rexam plc in 2016, at that time one of the world’s largest consumer packaging companies, having overseen the company’s sale to a U.S. competitor, Ball Corporation. He has significant experience in companies supplying the fast moving consumer goods industry and across finance, global strategic development and business transformation functions, and therefore provides valuable insights to the Amcor board. Mr. Chipchase was originally recommended as a Director nominee by a third party search firm. |

  19. LUCRÈCE FOUFOPOULOS-DE RIDDER

    LUCRÈCE FOUFOPOULOS-DE RIDDER

  20. LUCRÈCE FOUFOPOULOS-DE RIDDER

    | | PROFESSIONAL BACKGROUND: •Executive Vice President (EVP), Polyolefins Business, and Chief Technology Officer (CTO), Borealis Group – January 2019 to January 2024 •Vice President, General Manager, Rubber Additives Business, Eastman Chemical Company – December 2015 to January 2019 •Chief Commercial Officer, Eastman Chemical Company – August 2014 to December 2015 •Overall approximately 30 years of specialty chemical and materials industry experience from multinational companies such as Tyco (h-Raychem), the Dow Chemical Group (including h-Dow Corning and h-Rohm and Haas), Eastman Chemical Company, and the Borealis Group, serving a broad range of downstream industries, in a variety of business leadership (P&L), transformation and strategic planning, marketing and sales excellence, circularity and sustainability, and technology and innovation roles. | | Age: 57 Director Since: 2023 Committees: Compensation INDEPENDENT | | | | OTHER DIRECTORSHIPS: •Sika Group (Sustainability Committee Chair) •Royal Vopak •Tronox Holdings plc •Quaker Houghton •Borouge Pte (previous, until January 2024) | | | KEY QUALIFICATIONS AND EXPERIENCES: Ms. Foufopoulos-De Ridder holds a Master’s degree in Polymer and Composites Engineering from the University of Leuven (KUL, Belgium) in collaboration with 5 other European universities. She also holds a second Master’s degree in Materials Science Engineering from the University of Ghent, Belgium, and executive business education from Insead in Paris, France and IMD in Lausanne, Switzerland. Her distinguished and varied career of more than 30 years in the specialty chemicals and materials industry, her functional expertise and her sustainability and circular transformation experience strengthens Amcor’s Board of Directors. |

  21. LUCRÈCE FOUFOPOULOS-DE RIDDER

    | 18 | Amcor plc | 2024 Proxy Statement |

  22. LUCRÈCE FOUFOPOULOS-DE RIDDER

    Table of Contents

  23. NICHOLAS T. LONG (TOM)

    NICHOLAS T. LONG (TOM)

  24. NICHOLAS T. LONG (TOM)

    | | PROFESSIONAL BACKGROUND: •Managing Partner, Bridger Growth Partners, LLC (a private equity fund) – 2015 to current •Chief Executive Officer, MillerCoors, LLC (a brewing company) – 2011 to 2015 •President and Chief Commercial Officer, MillerCoors, LLC – 2008 to 2011 •Chief Executive Officer, MillerBrewing Company (a brewing company) – 2006 to 2008 •Chief Marketing Officer, MillerBrewing Company – 2005 to 2006 •President Northwest Europe Division, The Coca-Cola Company – 2003 to 2005 | | Age: 65 Director Since: 2017 Committees: Compensation (Chair), Special Transition (Chair), Executive, NG INDEPENDENT | | | | OTHER DIRECTORSHIPS: •Chairman, Wolverine Worldwide, Inc. | | | KEY QUALIFICATIONS AND EXPERIENCES: Mr. Long holds a Masters of Business Administration from Harvard Business School and a Bachelor of Arts from the University of North Carolina. Mr. Long has significant experience in executive leadership in large, global companies, global strategy and international business operations, finance, and sales and marketing. In light of these experiences, Mr. Long provides valuable contributions to Amcor’s Board of Directors. |

  25. ARUN NAYAR

    ARUN NAYAR

  26. ARUN NAYAR

    | | PROFESSIONAL BACKGROUND: •Senior Advisor, McKinsey & Company (a global management consulting firm) – 2016 to current •Advisor, Global Advisory Council, ServiceNow, Inc. (a software company) – 2022 to current •Executive Vice President and Chief Financial Officer, Tyco International plc (a securities system company) – 2012 to 2016 •Senior Vice President, Treasurer and Chief Financial Officer, ADT Worldwide (Tyco) – 2008 to 2012 | | Age: 73 Director Since: 2019 Committees: Executive (Chair), Audit (Chair), Special Transition INDEPENDENT | | | | OTHER DIRECTORSHIPS: •Mastech Digital •GFL Environmental Inc. •Rite Aid Corporation (previous) •TFI International Inc. (previous) •Bemis Company, Inc. (previous) • | | | KEY QUALIFICATIONS AND EXPERIENCES: Mr. Nayar’s global experience and expertise in financial reporting, financial analytics, capital market financing, mergers and acquisitions and treasury matters provide important insight into the global financial matters for Amcor’s Board of Directors. His experiences make him well suited to serve as Chair of the Audit Committee. |

  27. ARUN NAYAR

    | Amcor plc | 2024 Proxy Statement | 19 |

  28. ARUN NAYAR

    Table of Contents

  29. DAVID SZCZUPAK

    DAVID SZCZUPAK

  30. DAVID SZCZUPAK

    | | PROFESSIONAL BACKGROUND: •Executive Vice President Global Product Organization, Whirlpool Corporation (a major home appliance company) – 2008 to 2017 •Chief Operation Officer, Dura Automotive Systems – 2006 to 2008 | | Age: 69 Director Since: 2019 Committees: Audit INDEPENDENT | OTHER DIRECTORSHIPS: •Bemis Company, Inc. (previous) | | | KEY QUALIFICATIONS AND EXPERIENCES: In his professional roles, Mr. Szczupak gained specific experience in product development, purchasing, manufacturing and product quality. In addition to these roles, Mr. Szczupak worked for Ford Motor Company for 22 years in a variety of leadership roles. Mr. Szczupak’s extensive background in product innovation, strategic planning, engineering, and global manufacturing give him unique and valuable insights and perspective to our global operations, research and development and innovation. |

  31. DAVID SZCZUPAK

    | 20 | Amcor plc | 2024 Proxy Statement |

  32. DAVID SZCZUPAK

    Table of Contents Director Compensation Summary Director compensation is approved by the Board of Directors. The Board of Directors considers benchmark data when determining appropriate pay. The components of Director pay include a fixed retainer plus additional fees for members and chairs of committees. As part of the annual review of director compensation, effective December 1, 2022, the Board of Directors decided not to increase fee levels from the prior year. The Board approved a one-time payment to the Special Transition Committee members and chair of $20,000 and $25,000, respectively. The fee levels and structure are shown in the table below (unless otherwise indicated, all dollar amounts in this proxy statement are in U.S. Dollars).

  33. DAVID SZCZUPAK

    | Description | Fee | | Retainer fees | •Chair: $541,216(1) | | | •Directors, other than the Chair: $270,608 | | Committee fees | •Audit Committee Chair: $32,473 | | | •Audit Committee Member: $16,236 | | | •Compensation Committee Chair: $21,648 | | | •Compensation Committee Member: $10,824 | | | •Nominating and Corporate Governance Committee Chair: $16,236 | | | •Nominating and Corporate Governance Committee Member: $7,577 | | Delivery of fee | •50% restricted share units | | | •50% cash | | Minimum shareholding requirements | •5x cash retainer, accumulated over five years |

  34. DAVID SZCZUPAK

    (1)The retainer for the Chair represents his total fee. He does not receive additional fees for his involvement with Board committees. Fiscal Year 2024 Director Compensation The table below sets forth certain information concerning the compensation earned in fiscal year 2024 by our non-executive Directors (non-management and independent Directors).

  35. DAVID SZCZUPAK

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards ($) | Employer Contributions to defined contribution pension plans(2) ($) | Total ($) | | Graeme Liebelt | 287,835 | 270,609 | 17,957 | 576,402 | | Armin Meyer(3) | 79,876 | 0 | 0 | 79,876 | | Achal Agarwal | 160,330 | 140,722 | 0 | 301,052 | | Andrea Bertone | 163,403 | 144,512 | 0 | 307,915 | | Susan Carter | 163,202 | 143,431 | 0 | 306,633 | | Lucrèce Foufopoulos-De Ridder (4) | 88,398 | 143,835 | 0 | 232,234 | | Karen Guerra | 182,706 | 143,431 | 0 | 326,137 | | Tom Long | 194,578 | 150,268 | 0 | 344,846 | | Arun Nayar | 192,067 | 151,548 | 0 | 343,615 | | David Szczupak | 163,691 | 143,431 | 0 | 307,122 |

  36. Use of Compensation Consultants

    Use of Compensation Consultants Where appropriate, the Compensation Committee seeks advice from independent compensation consultants in determining appropriate executive compensation actions. The Compensation Committee uses external compensation consultants, FW Cook and Willis Towers Watson, to understand market practice and review market data relevant for making compensation determinations for key executive roles. During fiscal year 2024, FW Cook provided support and guidance to the Compensation Committee for decisions related to the CEO transition.

  37. Use of Peer Company and Competitive Market Data

    Use of Peer Company and Competitive Market Data Due to the global scope of our business and the unique competitive environment in which we operate, a range of benchmarking data is used when making individual compensation decisions. At Amcor, compensation for Senior Executives is determined by reviewing general pay structures for similar roles in relevant markets around the world. Given we are an international company with a diverse group of Senior Executives, working in a range of different countries, whose responsibilities extend beyond their own geographic location, we need to be able to attract and retain Senior Executives who are global leaders with the experience and ability to perform in this environment. For fiscal year 2024 compensation benchmarking purposes, the Compensation Committee referenced multiple compensation benchmarks from a carefully selected peer group of U.S. and global companies (the “Compensation Peer Group”) that

  38. Use of Peer Company and Competitive Market Data

    | Amcor plc | 2024 Proxy Statement | 35 |

  39. Use of Peer Company and Competitive Market Data

    Table of Contents compete for selected executive talent with global or regional experience and responsibilities. We review our Compensation Peer Group on an ongoing basis and update it as necessary. No changes were made to the peer group for fiscal year 2024. This approach assists the Compensation Committee in understanding and considering market practice across a number of international markets when determining competitive pay structures for our executives. COMPENSATION PEER GROUP:

  40. Use of Peer Company and Competitive Market Data

    | Alcoa Corporation | Illinois Tool Works, Inc. | | Avery Dennison Corporation | International Paper Company | | Ball Corporation | Johnson Controls International, plc | | Berry Global Group, Inc. | Kimberly-Clark Corporation | | Caterpillar, Inc. | Nucor Corporation | | Corning, Inc. | PPG Industries, Inc. | | Crown Holdings, Inc. | Sealed Air Corporation | | Eastman Chemical Company | Sherwin Williams Company | | Ecolab, Inc. | Sonoco Products Company | | Emerson Electric Company | WestRock Company |

  41. Use of Peer Company and Competitive Market Data

    Elements of Compensation We compensate our NEOs using a combination of fixed and variable compensation plans. The primary elements of our executive compensation programs are: •Base salaries •Short-term incentive (STI); delivered through a combination of cash and deferred equity •Long-term incentive (LTI) Greater emphasis is placed on variable compensation with the CEO receiving 79% of his target compensation as variable compensation and the other NEOs receiving 76% (on average) of their target compensation as variable compensation, as shown below. (1) 21% 79% 25% 13% 41% 24% 18% 9% 49% 76% l Fixed / Base salary l STI (Cash) l STI (Deferred equity)(2) l LTI l Variable / Performance-based / At-risk (1)Represents an average across all NEOs, other than the CEO. (2)Deferred component of the STI delivered as units of Amcor shares that are restricted for two years following payment of the cash portion of the STI. We believe that these components, taken together, promote the compensation objectives described above.

  42. Use of Peer Company and Competitive Market Data

    | 36 | Amcor plc | 2024 Proxy Statement |

  43. Use of Peer Company and Competitive Market Data

    Table of Contents In determining the amounts payable with respect to each element, and the relative weighting of the various elements for each of our NEOs, the Compensation Committee considers the compensation elements, weightings and levels generally paid for similar roles in relevant markets around the world. We do not have a formal policy regarding allocation among types of compensation other than to ensure overall market competitiveness and to emphasize variable, performance-based, at-risk compensation. As such, our goal is to award compensation that is competitive in relation to the compensation objectives and in the best interest of our shareholders.

  44. Short-Term Incentive (STI)

    Short-Term Incentive (STI) We provide our NEOs with a short-term incentive (“STI”) in the form of an annual, performance-based incentive program that delivers compensation based on achievement of annual business objectives. Part of any STI earned is delivered in restricted share units (“RSUs”) that are deferred for an additional period of two years (“STI-Deferred Equity Plan Awards”). The use of STI-Deferred Equity Plan Awards is intended to build equity ownership, to align management incentives with shareholder value creation and to act as a retention incentive. Details of the range of potential STI cash payments, the proportion to be received at “target” performance, the actual payments made, and RSUs awarded under the STI-Deferred Equity Plan Awards in respect of fiscal year 2024 are shown below. The actual outcomes are based on each NEO’s performance against a selected range of safety, financial, strategy development and organization development goals both on an Amcor and a business group level. Above-target outcomes are only payable based on outperformance against selected financial metrics.

  45. Short-Term Incentive (STI)

    | Name | STI % at Target (as % of Base Salary) | STI % Range | STI % Actual | STI Payment (USD) ($) | Deferred Equity Awarded (USD) | Deferred Equity Award (No. RSUs)(2) | | Peter Konieczny(1) | 120% | 0% to 180% of base salary | 65% | $961,646 | $480,823 | 48,766 | | Ron Delia | 120% | 0% to 180% of base salary | 87% | $1,532,785 | $766,393 | 77,728 | | Michael Casamento | 75% | 0% to 150% of base salary | 61% | $681,693 | $340,846 | 34,569 | | Eric Roegner | 75% | 0% to 150% of base salary | 14% | $145,634 | $72,817 | 7,386 | | Fred Stephan | 75% | 0% to 150% of base salary | 50% | $527,237 | $263,618 | 26,737 | | Michael Zacka | 75% | 0% to 150% of base salary | 32% | $416,841 | $208,420 | 21,138 |

  46. Short-Term Incentive (STI)

    (1)Mr. Konieczny’s STI % at Target and STI % Range as shown above are effective as of April 15, 2024, the date of his appointment as Chief Executive Officer. Prior to his appointment, his STI % at Target was 75% of base salary and his STI % Range was 0 to 150% of base salary. The STI payment to Mr. Konieczny at the end of the fiscal year was prorated to reflect the period of time he served in each of the roles during the course of the year. (2)Equity allocations were determined based on the volume weighted average price (“VWAP”) of Amcor shares for the five trading days prior to and including June 30, 2024 ($9.86 per share). Where STIs are determined in currencies other than USD, the average foreign exchange rate for the same five-day period was applied to determine the USD equivalent.

  47. Short-Term Incentive (STI)

    | Amcor plc | 2024 Proxy Statement | 37 |

  48. Short-Term Incentive (STI)

    Table of Contents The table below also includes a more detailed analysis of the targets and outcomes for the CEO and Chief Financial Officer (“CFO”).

  49. Short-Term Incentive (STI)

    | Category | Safety Targets | Financial Targets | Strategy and Organizational Development Goals | | Weighting | 5% | 75-80% | 15-20% | | Outcome | Some targets met | | | | Comments | •Safety recordable cases decreased by 12% from fiscal year 2023 and more than 70% of sites were injury free for more than 12 months | •Net sales of $13,640 million •GAAP net income of $730 million •Adjusted EPS of 70.2 cps •Adjusted EBIT of $1,560 million •Adjusted free cash flow of $952 million (up >$100 million or 12% on last year) | •Significant progress on talent and organizational matters, delivery of strategic projects and advancement of sustainability agenda |

  50. Short-Term Incentive (STI)

    The remaining NEOs’ targets and weighting were specific to their scope of accountability and business group. •All NEOs had a safety objective to reduce recordable cases. •Financial metrics included both consolidated Amcor and business group-specific metrics including earnings, cash flow and sales growth metrics. Metrics and weighting for each ensured NEOs were incentivized to focus on objectives specific to their respective business groups. •NEOs were assigned strategy and organizational development goals, where applicable to the role, with a focus on talent and employee engagement. The performance targets for consolidated Amcor results are consistent with those of the CEO and CFO. Performance targets related to business group or unit performance are established based on annual operating plans (which are considered commercially sensitive), and are determined by definitive and objective criteria set at levels intended to be challenging and require significant leadership effort, substantial achievement, and measurable value creation for payout to occur. We do not publicly report financial results for businesses within a reportable segment to protect the commercially sensitive nature of that information and the Company’s competitive positions.

  51. Long-Term Incentive (LTI)

    Long-Term Incentive (LTI) The objective of our LTI plan is to reward the achievement of long-term sustainable business outcomes, which is consistent with the Company’s objective of value creation for our shareholders.

  52. LTI grants during fiscal year 2024

    LTI grants during fiscal year 2024 LTI awards that were granted during fiscal year 2024 consist of a grant of options and performance rights (performance shares, in the case of U.S. participants) that have a three-year performance period that began July 1, 2023 and will end June 30, 2026. The performance conditions applicable to this award are adjusted EPS with a RoAFE gateway and relative TSR measured against a peer group of companies (the “TSR Peer Group”), each as described below: •Half of the award is determined based on constant currency adjusted EPS growth over a three-year performance period, with 5% average annual adjusted EPS growth resulting in 50% of this portion of the award vesting, and 10% average annual adjusted EPS growth resulting in full vesting of this portion of the award (subject to linear interpolation between these two points). There is a further condition that Amcor’s adjusted RoAFE is at or above 12%. If average annual adjusted EPS growth is less than 5%, or RoAFE is less than 12%, this portion of the award will not vest(1). •The other half of the award is based on relative TSR performance over a three-year performance period against the TSR Peer Group, with 35th percentile TSR resulting in 25% of this portion of the award vesting, 50th percentile TSR resulting in 50% of this portion of the award vesting, and 75th percentile TSR resulting in full vesting of this portion of the award (subject to linear interpolation between these points). There is no vesting of this portion of the award for performance below the 35th percentile.

  53. LTI grants during fiscal year 2024

    | 38 | Amcor plc | 2024 Proxy Statement |

  54. LTI grants during fiscal year 2024

    Table of Contents The combination of adjusted EPS with a RoAFE condition ensures that management is rewarded for achieving profitable growth while sustaining strong returns. The use of relative TSR provides alignment with a shareholder’s perspective of the Company’s relative performance against peer companies. The table below shows the TSR Peer Group for the LTI granted in fiscal year 2024: TSR PEER GROUP(2):

  55. LTI grants during fiscal year 2024

    | Ansell Limited | General Mills, Inc. | PepsiCo, Inc. | | AptarGroup, Inc. | Graphic Packaging International, Inc. | Sealed Air Corporation | | Avery Dennison Corporation | Huhtamäki Oyj | Silgan Holdings, Inc. | | Ball Corporation | International Paper Company | Sonoco Products Company | | Berry Global Group, Inc. | Johnson & Johnson | The Procter & Gamble Company | | Brambles Limited | Kraft Heinz | Treasury Wine Estates Limited | | Coles Group Limited | Mondelez International, Inc. | Unilever PLC | | Conagra Brands, Inc. | Nestlé S.A. | Wesfarmers Limited | | Crown Holdings, Inc. | O-I Glass, Inc. | WestRock Company | | Danone S.A. | Orora Limited | Woolworths Group Limited |

  56. LTI grants during fiscal year 2024

    (1)The Board has flexibility to adjust the EPS and RoAFE hurdles, or adjust the structure of these hurdles, to ensure they remain appropriate in the event of material events or strategic initiatives that affect the relevance of the performance conditions. (2)Certain events may occur (e.g. M&A, public to private transactions) that could affect the composition of the peer group. The Board has, accordingly, retained discretion to determine how those events will be treated at the time they arise. This may result in the alteration of the composition of the peer group from time to time. The Board also retains the discretion to deal with any other material event that affects the relevance of any member in the peer group.

  57. LTI vested during fiscal year 2024

    LTI vested during fiscal year 2024 LTI awards that vested during fiscal year 2024 were granted in 2021 and had a three-year performance period that ended on June 30, 2024. The performance conditions applicable to this plan were relative TSR and adjusted EPS with a RoAFE gateway. Relative TSR performance against the TSR Peer Group was at the 50th percentile resulting in 25% vesting under this metric. Average adjusted EPS performance was 2.2%, resulting in no vesting under this metric. The RoAFE gateway was met. This resulted in a total vesting of 25% of this LTI award.

  58. LTI vested during fiscal year 2024

    | Amcor plc | 2024 Proxy Statement | 39 |

  59. LTI vested during fiscal year 2024

    Table of Contents

  60. Policies and Practices Relating to the Timing of Equity Awards

    Policies and Practices Relating to the Timing of Equity Awards We generally grant annual equity-based awards during the first quarter of our fiscal year, on a predetermined date following our Compensation Committee’s approval of the awards, although such timing may change from year to year. The Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Committee. The Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  61. CEO Transition

    CEO Transition During fiscal year 2024, in connection with Mr. Konieczny’s appointment as Interim CEO, he entered into a letter agreement (the “Interim CEO Letter Agreement”) setting forth employment and compensation terms relating to his role as Interim CEO. Pursuant to the terms of the Interim CEO Letter Agreement, effective April 15, 2024, Mr. Konieczny received an increased annualized base salary of CHF 1,580,190 and participated in the STI at the level and terms previously provided to the former CEO, Mr. Delia, including a target percentage of 120% of base salary and payouts ranging from 0 to 180% of base salary, and the same performance goals as previously set for Mr. Delia. Mr. Konieczny continued to participate in our STI-Deferred Equity Plan with an annual grant valued at 50% of the cash STI payout paid to him and delivered in the form of time-based RSUs. He also continued to participate in our LTI with grants made to him based on a grant date fair value of 200% of his base salary. Mr. Konieczny also received a retention grant of 170,000 RSUs with a vesting period that continues to February 2026. In connection with Mr. Konieczny’s appointment to the role of CEO effective September 4, 2024, he entered into a letter agreement (the “CEO Letter Agreement”) that sets forth employment and compensation terms relating to his role as the CEO, and which incorporates certain terms of Mr. Konieczny’s executive services agreement. The CEO Letter Agreement confirms that Mr. Konieczny will report to the Board in his role as CEO. Mr. Konieczny’s compensation remained unchanged, except that his LTI grant level was increased from 200% to 250% of base salary, consistent with that provided to Mr. Delia. The CEO Letter Agreement supersedes and cancels the Interim CEO Letter Agreement. If we were to terminate Mr. Konieczny without cause, or if Mr. Konieczny were to terminate his employment as a good leaver (defined generally to include experiencing certain material reductions to compensation or material negative changes to duty, authority or responsibility), each while he is serving as CEO, then he would be entitled to: (1) 12 months of base salary; (2) any STI payment previously earned at the time of termination, paid entirely in cash; (3) a pro-rated portion of the STI award earned for the performance period during which the termination occurs, paid entirely in cash; (4) the vesting in full of all outstanding RSUs granted to him under the STI-Deferred Equity Plan within 30 days after the employment termination date and the vesting in full of the RSUs granted to him at the time he became Interim CEO within 30 days following cessation of active employment; and (5) any other equity awards for which he has completed one-half of the performance or vesting period as of the termination date will continue to vest according to their terms on a pro-rated basis. In connection with Mr. Delia’s retirement, he entered into a Transition and Release Agreement (the “Transition and Release Agreement”). The Transition and Release Agreement provides for the following, in exchange for Mr. Delia’s execution of a general release of claims and continued compliance with certain covenants: (1) continued base salary through September 30, 2024, the date of his expected retirement (the “Retirement Date”); (2) the right to receive the cash bonus under the STI plan (including any portion due under the STI - Deferred Equity plan which will be settled in cash) for fiscal year 2024; (3) the continued right to vest in any equity awards for which the vesting date occurs prior to the Retirement Date (contingent on any requirements for vesting being met); (4) a payment in an amount equal to six months’ base salary following the Retirement Date; (5) the right to receive a pro-rated STI award for fiscal year 2025, if any is earned, to be paid at the same time such bonuses are otherwise paid; (6) relocation assistance; (7) our coverage of the employer portion of any applicable premium for continued health care coverage pursuant to COBRA for a period of 12 months following the Retirement Date; (8) tax support services through calendar years 2023, 2024, 2025, and 2026; (9) the vesting in full within 30 days after the Retirement Date of the outstanding RSUs under the STI-Deferred Equity Plan; (10) the right to exercise vested stock options for 90 days after the Retirement Date and continued vesting on a pro-rated basis of outstanding stock option awards and performance share awards, assuming that performance conditions are met, with any stock options vesting after the Retirement Date remaining exercisable for 90 days after the vesting date; and (11) career transition assistance at our expense for a period of 12 months. Mr. Delia will not receive any grants of additional equity awards under the STI-Deferred Equity Plan or our LTI plan, nor will he receive an allocation of employer contributions under our non-qualified deferred compensation plan for the 2024 calendar year.

  62. Chief Operating Officer Letter Agreement

    Chief Operating Officer Letter Agreement On September 5, 2024, in connection with Mr. Stephan’s appointment to the Chief Operating Officer (“COO”) role, he entered into a letter agreement (the “COO Letter Agreement”) that sets forth employment and compensation terms relating to his role as the COO, and which incorporates certain terms of Mr. Stephan’s executive services agreement. Pursuant to the terms of the COO Letter Agreement, Mr. Stephan will receive an annualized base salary of USD 1,150,000. He will continue to participate in the STI including a target percentage of 100% of base salary and payouts ranging from 0 to 200% of base salary based on individual and Company performance. Mr. Stephan will continue to participate in our STI-Deferred Equity Plan with an annual grant valued at 50% of the cash STI payout paid to him and delivered in the form of time-based RSUs. He will also continue to participate in our LTI with grants made to him based on a grant date fair value of 225% of his base salary. If we were to terminate Mr. Stephan other than for cause while he is serving as COO, then he would be entitled to severance equivalent to twelve months’ base salary. The notice period for Mr. Stephan to terminate his employment as identified under his executive services agreement has been changed to six months’ written notice. Minimum Shareholding Policy A minimum shareholding policy is in place in order to strengthen alignment of the interests of our NEOs with value creation for our shareholders. Under the minimum shareholding policy, the CEO and each of their direct reports, including each of our NEOs, must build and maintain a minimum shareholding of Amcor shares. Our CEO is required to acquire and maintain ownership of Amcor shares (excluding vested and unvested options and unvested shares) with a value equivalent to 300% of base salary, and each of our CEO’s direct reports, including each of our other NEOs, are required to acquire and maintain ownership of Amcor shares (excluding vested and unvested options and unvested shares) with a value equivalent to 200% of base salary. These executives are required to attain these minimum shareholding requirements progressively within five years of becoming subject to the minimum shareholding policy. Hedging and Pledging Policy Our equity award agreements contain a provision restricting participants from hedging or pledging the value of the award or entering into a derivative agreement in respect of the award. Equity award recipients include all of our executive officers, Directors and certain employees. Any breach of the hedging or pledging restriction could result in cancellation or forfeiture of the award, at the discretion of the Board. In addition, our Insider Trading Policy prohibits members of the Board and senior personnel of the Company from short-selling or trading in derivative securities related to Amcor’s equity securities, with the exception of trading in derivative securities received pursuant to a Company compensatory or benefit plan. Insider Trading Policy Our Board of Directors has adopted an Insider Trading Policy which governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, other key employees, and covered persons which we believe is reasonably designed to ensure compliance with applicable insider trading rules, regulations, and listing standards. For more information, please see the description of our Insider Trading Policy in our most recent Annual Report on Form 10-K. Compensation Recovery Policy Effective as of October 2, 2023, we adopted a compensation recovery policy (“Compensation Recovery Policy”) governing the recovery of erroneously awarded incentive-based compensation consistent with the requirements of the SEC and the NYSE. The Compensation Recovery Policy provides that, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based compensation received by a person who served as a covered officer at any time during the applicable performance period during the three completed years immediately preceding the date we are required to prepare the accounting restatement over (2) the amount that would have been received had it been determined based on the restated financials. The Compensation Recovery Policy applies to incentive-based compensation received by a covered officer on or after October 2, 2023. In addition to the Compensation Recovery Policy, a clawback policy is in place that allows the Board of Directors to cancel awards in the event of fraud, dishonesty, breach of obligations, financial misstatements, or if awards were made on the basis of a misrepresentation or an omission, or on the basis of facts or circumstances that were later proven to be untrue or inaccurate.

  63. Chief Operating Officer Letter Agreement

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(4) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Peter Konieczny(1)(2) Chief Executive Officer | 2024 | 1,474,000 | 4,049,852 | 660,765 | 961,646 | 334,656 | 7,480,919 | | Ron Delia(1) Former Chief Executive Officer | 2024 | 1,755,767 | 4,032,292 | 1,052,990 | 1,532,785 | 603,495 | 8,977,329 | | | 2023 | 1,742,877 | 3,459,902 | 1,120,168 | 316,038 | 667,010 | 7,305,995 | | | 2022 | 1,696,203 | 4,371,997 | 1,101,918 | 2,045,554 | 657,086 | 9,872,758 | | Michael Casamento(2) Executive Vice President, Finance and Chief Financial Officer | 2024 | 1,126,883 | 3,611,194 | 534,905 | 681,693 | 584,814 | 6,539,489 | | | 2023 | 1,057,240 | 1,614,678 | 533,524 | 83,617 | 540,332 | 3,829,391 | | | 2022 | 980,909 | 2,163,512 | 545,799 | 1,008,824 | 599,371 | 5,298,416 | | Eric Roegner President, Amcor Rigid Packaging | 2024 | 1,021,996 | 2,162,136 | 490,245 | 145,634 | 135,377 | 3,955,388 | | | 2023 | 1,016,945 | 1,595,205 | 521,572 | 114,975 | 168,355 | 3,417,052 | | | 2022 | 997,005 | 1,800,880 | 518,193 | 450,881 | 260,945 | 4,027,904 | | Fred Stephan(3) Chief Operating Officer, Former President, Amcor Flexibles North America | 2024 | 1,045,440 | 3,430,772 | 501,555 | 527,237 | 110,287 | 5,615,291 | | | 2023 | 1,027,194 | 1,727,557 | 533,690 | 309,374 | 163,543 | 3,761,358 | | | 2022 | 947,025 | 2,062,488 | 500,649 | 1,081,256 | 29,800 | 4,621,218 | | Michael Zacka(2) President, Amcor Flexibles Europe, Middle East & Africa | 2024 | 1,312,098 | 3,751,404 | 622,775 | 416,841 | 724,390 | 6,827,508 | | | 2023 | 1,231,008 | 1,957,705 | 621,338 | 253,010 | 672,450 | 4,735,510 | | | 2022 | 1,206,444 | 2,456,386 | 635,583 | 1,049,371 | 718,323 | 6,066,106 |

  64. EMEA 31%

    | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) Konieczny ($) | Compensation Actually Paid to PEO(2) Konieczny ($) | Summary Compensation Table Total for PEO(1) Delia ($) | Compensation Actually Paid to PEO(2) Delia ($) | | | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income(5) (in millions) | Adjusted Earnings Per Share (EPS)(6) ($) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 7,480,919 | 6,959,258 | 8,977,329 | 5,073,747 | 5,734,419 | 5,253,911 | 112.81 | 169.26 | 740 | 0.702 | | 2023 | — | — | 7,305,995 | (1,817,920) | 3,935,828 | (456,566) | 109.20 | 155.73 | 1,058 | 0.733 | | 2022 | — | — | 9,872,758 | 18,573,062 | 5,003,411 | 8,834,900 | 130.29 | 135.28 | 815 | 0.805 | | 2021 | — | — | 10,991,148 | 11,147,349 | 6,040,930 | 6,108,431 | 115.51 | 148.23 | 951 | 0.744 |

  65. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance In accordance with the Securities and Exchange Commission rules, the following section is intended to describe the relationship between Compensation Actually Paid and the Company’s performance over the fiscal years presented: •Our cumulative TSR performance was positive in each of the fiscal years presented and increased year over year from 2020 to 2022, it decreased in 2023 and then increased in 2024 to just a few percentage points below 2021 levels. This cumulative TSR performance correlates with the CAP amounts reported in this table. While our TSR performance over the years presented is positive, it’s been outperformed by the Peer Group in each of the fiscal years presented. Amcor is a constituent of this Peer Group but performance of this group is largely influenced by companies in the chemical and mining industries and as such not directly comparable to the Company’s performance. •Our Net Income performance varied in each of the fiscal years presented, it decreased from 2021 to 2022, increased from 2022 to 2023 and then decreased for 2024. This Net Income performance was not correlated with the reported CAP amounts reported in this table and the Company does not use net income to determine compensation levels or incentive plan payouts. •Our Adjusted EPS increased from 2021 to 2022, decreased from 2022 to 2023 and from 2023 to 2024. This correlates with the CAP amounts reported in this table but is not the primary driver of the year to year changes.