DEF 14A of Amcor plc, Sep 23, 2025

DEF 14A of Amcor plc

Filed Sep 23, 2025 · FY20250001748790-25-000032

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: 71 Director since: 2012 Chairman Committees: 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 Life 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 | 2025 Proxy Statement | 13 |

  4. GRAEME LIEBELT

    Table of Contents

  5. STEPHEN E. STERRETT

    STEPHEN E. STERRETT

  6. STEPHEN E. STERRETT

    | | PROFESSIONAL BACKGROUND: •Sr. Executive Vice President and Chief Financial Officer, Indianapolis-based Simon Property Group, Inc. – 2000 to 2014 •Prior to joining the Simon organization in 1988, Mr. Sterrett was a Senior Manager, with the international accounting firm PricewaterhouseCoopers (previous) | | Age: 70 Director since: 2015* Deputy Chairman Committees: Audit, Executive (Chair) INDEPENDENT *Includes service on Berry’s Board of Directors prior to the Merger. | | | | OTHER DIRECTORSHIPS: •Lead Trustee of Equity Residential – June 2020 to present •Trustee of Equity Residential – January 2015 to present •Butler University – 2018 to present •The First Tee – 2021 to present •Berry Global Group, Inc. – 2015 to April 2025 •Realty Income Corporation (previous) | | | KEY QUALIFICATIONS AND EXPERIENCES: Mr. Sterrett served on Berry’s board of directors from 2015 until the Merger in April 2025. He serves as a Trustee of Tindley Accelerated Schools, a K-12 charter school network in Indianapolis, Indiana. Mr. Sterrett holds a B.S. degree in accounting and an M.B.A. in finance, both from Indiana University. He currently serves on both the Real Estate Center and the Kelley School of Business advisory boards for Indiana University. Mr. Sterrett’s extensive accounting and financial experience qualifies him to serve as a director of the Company. |

  7. PETER KONIECZNY

    PETER KONIECZNY

  8. 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:60 Director since: 2024 Committees: Executive | | | | 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 held business group Managing Director and Chief Finance Officer positions in the heavy industrial equipment industry and 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. |

  9. PETER KONIECZNY

    | 14 | Amcor plc | 2025 Proxy Statement |

  10. PETER KONIECZNY

    Table of Contents

  11. ACHAL AGARWAL

    ACHAL AGARWAL

  12. 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: 66 Director since: 2021 Committees: Compensation INDEPENDENT | | | | OTHER DIRECTORSHIPS: •AVPN Limited (Chair) – July 2025 to present •SATS Ltd – August 2016 to present •Trustee of WWF Singapore’s Conservation Fund •World-Wide Fund for Nature, Singapore (WWF Singapore) (Chair) (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. |

  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 •Ms. Carter has also held senior financial and accounting roles at Honeywell International, DeKalb Corporation, and Crane Co. (previous) | | Age: 66 Director since: 2021 Committees: Audit (Chair) INDEPENDENT | OTHER DIRECTORSHIPS: •Stanley Black & Decker, Inc (Audit Committee Member and Governance Committee Chair (2024)) – October 2023 to present •ON Semiconductor Corporation (Audit Committee Chair) – October 2020 to present •Pursuit Aerospace – July 2023 to present •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 | 2025 Proxy Statement | 15 |

  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 •CFO (Group Finance Director), Rexam plc – 2003 to 2005 •Various finance roles, GKN PLC and BOC Group PLC – 1990 to 2003 | | Age: 62 Director since: 2024 Committees: Audit, Executive INDEPENDENT | OTHER DIRECTORSHIPS: •Brambles LTD – January 2017 to present •AstraZeneca PLC (Senior Independent Director and Chair of Remuneration Committee) – 2012 to 2021 | | | 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. |

  19. JONATHAN F. FOSTER

    JONATHAN F. FOSTER

  20. JONATHAN F. FOSTER

    | | PROFESSIONAL BACKGROUND: •Founder and Managing Partner, Current Capital Partners LLC – 2008 to present •Mr. Foster spent more than a decade at Lazard, including as a Managing Director (previous) •Managing Director and Co-Head of Diversified Industrials and Services at Wachovia Securities (now Wells Fargo) (previous) •Executive Vice President — Finance and Business Development of Revolution LLC (previous) •Managing Director of The Cypress Group (previous) •Senior Managing Director and Head of Industrial Products and Services Mergers and Acquisitions at Bear Stearns & Co (previous) •Executive Vice President, Chief Operating Officer, and Chief Financial Officer of ToysRUs.com, Inc. (previous) | | Age: 64 Director since: 2014* Committees: Audit INDEPENDENT *Includes service on Berry’s Board of Directors prior to the Merger. | | | | OTHER DIRECTORSHIPS: •Lear Corporation – November 2009 to present •Five Point Holdings – May 2016 to present •Berry Global Group, Inc. – 2014 to April 2025 •Masonite International (previous) | | | KEY QUALIFICATIONS AND EXPERIENCES: Mr. Foster served on Berry’s board of directors from 2014 until the Merger in April 2025. Mr. Foster has a Bachelor’s degree in Accounting from Emory University, a Master’s degree in Accounting and Finance from the London School of Economics and has attended Executive Education Program at Harvard Business School. Mr. Foster’s investment banking, finance, and investment experience qualifies him to serve as a director of the Company. |

  21. JONATHAN F. FOSTER

    | 16 | Amcor plc | 2025 Proxy Statement |

  22. JONATHAN F. FOSTER

    Table of Contents

  23. LUCRÈCE FOUFOPOULOS-DE RIDDER

    LUCRÈCE FOUFOPOULOS-DE RIDDER

  24. 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 December 2018 •Chief Commercial Officer, Eastman Chemical Company – August 2014 to December 2015 •Overall 32 years of global leadership experience in the specialty chemicals, petrochemicals and materials industry, holding executive and senior leadership roles at multinational companies such as Tyco (h-Raychem) and the Dow Chemical Company (including h-Dow Corning and h-Rohm and Haas), serving a broad range of downstream industries, including packaging, healthcare, food and nutrition and industrial sectors. | | Age: 58 Director since: 2023 Committees: Compensation, NG (Chair) INDEPENDENT | | | | OTHER DIRECTORSHIPS: •Sika AG (Sustainability Committee Chair) – 2022 to present •SABIC (Saudi Basic Industries Corporation) (Investment Committee and Sustainability, Risk and EHSS Committee member) – 2025 to present •Tronox Holdings plc (Corporate Governance and Sustainability Committee member) – 2024 to present •Quaker Houghton (Compensation Committee and Sustainability Committee member) – 2024 to present •Royal Vopak – April 2018 to April 2025 •Borouge Pte – January 2019 to January 2024 | | | KEY QUALIFICATIONS AND EXPERIENCES: Ms. Foufopoulos-De Ridder holds a Master’s degree in Polymer and Composites Engineering from the University of Leuven1 (KUL, Belgium). She also holds a second Master’s degree in Materials Science Engineering from the University of Ghent (Belgium) and has had executive business education at INSEAD (Paris) and IMD (Lausanne). Ms. Foufopoulos-De Ridder has held senior roles across Europe, the United States, and Asia at multinational corporations and brings more than 30 years of global leadership experience in the Specialty Chemicals, Petrochemicals, and Materials industries. She also currently advises a leading Greentech venture capital firm. Her extensive experience in business leadership and transformation, sustainability, innovation and commercial excellence strengthens Amcor’s Board of Directors. 1in collaboration with 5 European Universities: Imperial College (London), Ecole des Mines (Paris), RWTH (Aachen, Germany), TU Delft (Netherlands) and UCL (Belgium) |

  25. LUCRÈCE FOUFOPOULOS-DE RIDDER

    JAMES T. GLERUM, JR.

  26. LUCRÈCE FOUFOPOULOS-DE RIDDER

    | | PROFESSIONAL BACKGROUND: •Vice Chairman, Investment Banking, Citigroup – 2011 to July 2024 •Prior to joining Citigroup in 2011, Mr. Glerum held senior leadership positions in investment banking at UBS and Credit Suisse in Chicago and New York City (previous) | | Age: 65 Director since: 2024* Committees: NG INDEPENDENT *Includes service on Berry’s Board of Directors prior to the Merger. | OTHER DIRECTORSHIPS: • Denison University •The Ravina Festival •The Griffin Museum of Science •Berry Global Group, Inc. – 2024 to April 2025 | | | KEY QUALIFICATIONS AND EXPERIENCES: Mr. Glerum served on Berry’s board of directors from 2024 until the Merger in April 2025. Over his 40-year investment banking career, Mr. Glerum executed more than 325 corporate finance and strategic transactions with an aggregate value of over $500 billion. Mr. Glerum’s clients spanned multiple industry sectors, including manufacturing, healthcare, consumer and retail. Mr. Glerum earned an MBA from The Harvard Business School and a BA cum laude in Economics and Mathematics from Denison University. Mr. Glerum’s investment banking, finance, and investment experience qualify him to serve as a director of the Company. |

  27. LUCRÈCE FOUFOPOULOS-DE RIDDER

    | Amcor plc | 2025 Proxy Statement | 17 |

  28. LUCRÈCE FOUFOPOULOS-DE RIDDER

    Table of Contents

  29. NICHOLAS T. LONG (TOM)

    NICHOLAS T. LONG (TOM)

  30. 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: 66 Director Since: 2017 Committees: Compensation (Chair), Executive, NG INDEPENDENT | | | | OTHER DIRECTORSHIPS: •Chairman, Wolverine Worldwide, Inc. – November 2022 to present •Wolverine Worldwide, Inc. – July 2011 to November 2022 | | | 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. |

  31. JILL A. RAHMAN

    JILL A. RAHMAN

  32. JILL A. RAHMAN

    | | PROFESSIONAL BACKGROUND: •Chief Operating Officer, Greater Chicago Food Depository – 2020 to present •International Division President, Conagra Brands, Inc. – 2016 to 2020 •U.S. Sweet and Salty Snacks Vice President and General Manager, Conagra Brands, Inc. – 2010 to 2016 •Ms. Rahman also held a variety of marketing, brand management, and strategic planning roles during her 15-year career at Kraft Foods and at Newell Rubbermaid (previous) | | Age: 64 Director Since: 2020* Committees: Compensation INDEPENDENT *Includes service on Berry’s Board of Directors prior to the Merger. | OTHER DIRECTORSHIPS: •Treehouse Foods Inc. (Nominating & Corporate Governance Committee and Audit Committee member) – November 2020 to present •Berry Global Group, Inc. – 2020 to April 2025 | | | KEY QUALIFICATIONS AND EXPERIENCES: Ms. Rahman served on Berry’s board of directors from 2020 until the Merger in April 2025. Ms. Rahman earned a BBA from Howard University and an MBA from Indiana University. Ms. Rahman’s extensive executive management and marketing experience, particularly in the consumer products industry, qualifies her to serve as a director of the Company. |

  33. JILL A. RAHMAN

    | 18 | Amcor plc | 2025 Proxy Statement |

  34. JILL A. RAHMAN

    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, 2024, the Board of Directors agreed upon the following Director fee levels and structure shown in the table below (unless otherwise indicated, all dollar amounts in this proxy statement are in U.S. Dollars). There are only modest increases in fees applied compared to the fee structure that was in effect prior to December 1, 2024. In addition, effective from April 30, 2025 (the closing date of the Berry Global transaction), the Board of Directors agreed to the fees shown below for the Deputy Chair. Beginning December 1, 2025, directors, other than the Chair, will receive $170,000 in RSUs (increased from $150,000).

  35. JILL A. RAHMAN

    | Description | Fee | | Retainer fees | •Chair: $541,500(1) delivered 50% in cash and 50% in restricted share units (“RSUs”) | | | •Directors, other than the Chair: $285,500 delivered $135,500 in cash and $150,000 in RSUs | | Committee and Deputy Chair fees(2) | •Deputy Chair: $40,000 | | | •Audit Committee Chair: $32,500 | | | •Audit Committee Member: $16,500 | | | •Compensation Committee Chair: $25,000 | | | •Compensation Committee Member: $11,000 | | | •Nominating and Corporate Governance Committee Chair: $20,000 | | | •Nominating and Corporate Governance Committee Member: $8,000 | | Minimum shareholding requirements | •5x cash retainer, accumulated over five years |

  36. JILL A. RAHMAN

    (1)The retainer for the Chair represents the total fee. The Chair does not receive additional fees for his involvement with Board committees. (2)Committee and Deputy Chair fees are delivered 100% in cash. (1) Directors received a fixed “base” fee for their role as Board members, plus additional fees for members and chairs of committees. The Chair does not receive additional fees for his involvement with Board committees. (2) Where applicable, the cash portion of the retainer fees is reduced by any required statutory pension contributions. (3) Mr. Sterrett joined the Board of Directors from Berry effective April 30, 2025. Amounts listed in the table above are based on his start date. (4) Ms. Bertone resigned from the Board of Directors effective April 30, 2025. Amounts listed in the table above include the settlement of cash fees until the 2025 Annual General Meeting (“AGM”). (5) Mr. Chipchase joined the Board of Directors effective November 6, 2024. Amounts listed in the table above are pro-rated based on his start date. (6) Mr. Foster joined the Board of Directors from Berry effective April 30, 2025. Amounts listed in the table above are based on his start date. (7) Mr. Glerum joined the Board of Directors from Berry effective April 30, 2025. Amounts listed in the table above are based on his start date. (8) Mr. Nayar resigned from the Board of Directors effective April 30, 2025. Amounts listed in the table above include the settlement of cash fees until the 2025 AGM. (9) Mr. Szczupak resigned from the Board of Directors effective April 30, 2025. Amounts listed in the table above include the settlement of cash fees until the 2025 AGM. (10) Ms. Rahman joined the Board of Directors from Berry effective April 30, 2025. Amounts listed in the table above are based on her start date.

  37. JILL A. RAHMAN

    | Amcor plc | 2025 Proxy Statement | 19 |

  38. JILL A. RAHMAN

    Table of Contents Fiscal Year 2025 Director Compensation The table below sets forth certain information concerning the compensation earned in fiscal year 2025 by our non-executive Directors (non-management and independent Directors).

  39. JILL A. RAHMAN

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($) | Employer Contributions to defined contribution pension plans ($)2 | Total ($) | | Graeme Liebelt | 268,120 | 270,750 | 18,869 | 557,740 | | Stephen E. Sterrett3 | 32,864 | 88,362 | 0 | 121,226 | | Achal Agarwal | 153,183 | 150,009 | 0 | 303,193 | | Andrea Bertone4 | 214,760 | 150,009 | 0 | 364,769 | | Susan Carter | 160,262 | 150,009 | 0 | 310,271 | | Graham Chipchase CBE5 | 92,435 | 159,254 | 0 | 251,689 | | Jonathan F. Foster6 | 26,087 | 88,362 | 0 | 114,450 | | Lucrèce Foufopoulos-De Ridder | 156,804 | 150,009 | 0 | 306,813 | | James T. Glerum, Jr.7 | 24,647 | 88,362 | 0 | 113,010 | | Karen Guerra | 76,327 | 0 | 0 | 76,327 | | Tom Long | 195,432 | 150,009 | 0 | 345,442 | | Arun Nayar8 | 250,629 | 150,009 | 0 | 400,639 | | David Szczupak9 | 231,209 | 150,566 | 0 | 381,775 | | Jill A. Rahman10 | 25,156 | 88,362 | 0 | 113,518 |

  40. 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 2025, FW Cook provided support and guidance to the Compensation Committee for decisions in preparation to the Merger.

  41. 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. 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 2025 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 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. 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. During fiscal year 2025, the Compensation Committee, after careful review and input from FW Cook, approved changes to the Compensation Peer Group removing Berry Global Group (given the Merger with Amcor), Caterpillar, Ecolab, Illinois Tool Works, Sealed Air and Sonoco Products; and the addition of 3M, Carrier Global, Colgate-Palmolive, Eaton, Graphic Packaging International and International Flavors & Fragrances. COMPENSATION PEER GROUP:

  42. Use of Peer Company and Competitive Market Data

    | 3M Company | Emerson Electric Company | | Alcoa Corporation | Graphic Packaging International, Inc. | | Avery Dennison Corporation | International Flavors & Fragrances, Inc. | | Ball Corporation | International Paper Company | | Carrier Global Corporation | Johnson Controls International, plc | | Colgate-Palmolive Company | Kimberly-Clark Corporation | | Corning, Inc. | Nucor Corporation | | Crown Holdings, Inc. | PPG Industries, Inc. | | Eastman Chemical Company | Sherwin Williams Company | | Eaton Corporation | Smurfit Westrock |

  43. Use of Peer Company and Competitive Market Data

    Elements of Compensation For fiscal year 2025 we compensated our NEOs using a combination of fixed and variable compensation plans. The primary elements of our executive compensation programs were: •Base salaries •Short-term incentive (STI); delivered through a combination of cash and deferred equity •Long-term incentive (LTI) Greater emphasis was placed on variable compensation with the CEO receiving 81% of his target compensation as variable compensation and the other NEOs receiving 75% (on average) of their target compensation as variable compensation, as shown below.

  44. Use of Peer Company and Competitive Market Data

    | 34 | Amcor plc | 2025 Proxy Statement |

  45. Use of Peer Company and Competitive Market Data

    Table of Contents (1) 19% 81% 23% 11% 47% 25% 19% 10% 46% 75% 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. 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. 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.

  46. Short-Term Incentive (STI)

    Short-Term Incentive (STI) For fiscal year 2025 we provided our NEOs with a short-term incentive (“STI”) in the form of an annual, performance-based incentive program that delivered compensation based on achievement of annual business objectives. Part of any STI earned was delivered in RSUs that were deferred for an additional period of two years (“STI-Deferred Equity Plan Awards”). The use of STI-Deferred Equity Plan Awards was 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 2025 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.

  47. 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 240% of base salary | 71% | $1,403,397 | $701,698 | 76,473 | | Michael Casamento(1) | 100% | 0% to 200% of base salary | 51% | $652,418 | $326,209 | 35,551 | | Fred Stephan | 100% | 0% to 200% of base salary | 38% | $424,581 | $212,291 | 23,136 | | Susana Suarez Gonzalez(1) | 80% | 0% to 160% of base salary | 48% | $428,820 | $214,410 | 23,367 | | Ian Wilson(1) | 80% | 0% to 160% of base salary | 48% | $505,256 | $252,628 | 27,532 |

  48. Short-Term Incentive (STI)

    | Amcor plc | 2025 Proxy Statement | 35 |

  49. Short-Term Incentive (STI)

    Table of Contents

  50. 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) | | Eric Roegner | 75% | 0% to 150% of base salary | 30% | $316,540 | $158,270 | 17,249 | | Michael Zacka | 75% | 0% to 150% of base salary | 24% | $358,374 | $179,187 | 19,529 |

  51. Short-Term Incentive (STI)

    (1)STI % at Target (as a % of base pay) and STI % Range shown above for Messrs. Konieczny, Casamento, Wilson and Ms. Suarez Gonzalez were adjusted effective as of April 30, 2025. STI payments have been prorated to reflect this. (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, 2025 ($9.18 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.

  52. Short-Term Incentive (STI)

    | 36 | Amcor plc | 2025 Proxy Statement |

  53. 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”).

  54. Short-Term Incentive (STI)

    | Category | Safety Targets | Financial Targets | Strategy and Organizational Development Goals | | Weighting | 5% | 75-80% | 15-20% | | Outcome | Safety Target Missed | Financial Targets Partly Met | Strategy and Organizational Development Goals Partly Met | | Comments | •Total recordable incident rate (TRIR) of 0.27 and 68% of sites operating injury-free for over 12 months | •Net sales of $15,009 million •GAAP net income of $511 million •Adjusted EPS of 71.2 cps •Adjusted EBIT of $1,723 million •Adjusted free cash flow of $926 million | •Significant progress on talent and organizational matters, delivery of strategic projects and advancement of sustainability agenda |

  55. 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.

  56. 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.

  57. LTI grants during fiscal year 2025

    LTI grants during fiscal year 2025 LTI awards that were granted during fiscal year 2025 consist of a grant of options and performance shares that have a three- year performance period that began July 1, 2024 and will end June 30, 2027. 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 3% average annual adjusted EPS growth resulting in 25% of this portion of the award vesting, 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 3%, 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.

  58. LTI grants during fiscal year 2025

    | Amcor plc | 2025 Proxy Statement | 37 |

  59. LTI grants during fiscal year 2025

    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 Compensation Committee, after careful review and input from FW Cook, determined no updates to the TSR Peer Group were necessary for 2025, other than the inclusion of Packaging Corporation of America and the replacement Westrock with Smurfit Westrock (as a result of Westrock’s merger with Smurfit Kappa which was completed in July 2024). The table below shows the TSR Peer Group for the LTI granted in fiscal year 2025: TSR PEER GROUP(2):

  60. LTI grants during fiscal year 2025

    | Ansell Limited | Graphic Packaging International, Inc. | PepsiCo, Inc. | | AptarGroup, Inc. | Huhtamäki Oyj | Sealed Air Corporation | | Avery Dennison Corporation | International Paper Company | Silgan Holdings, Inc. | | Ball Corporation | Johnson & Johnson | Smurfit WestRock | | Berry Global Group, Inc.(3) | Kraft Heinz | Sonoco Products Company | | Brambles Limited | Mondelez International, Inc. | The Procter & Gamble Company | | Coles Group Limited | Nestlé S.A. | Treasury Wine Estates Limited | | Conagra Brands, Inc. | O-I Glass, Inc. | Unilever PLC | | Crown Holdings, Inc. | Orora Limited | Wesfarmers Limited | | Danone S.A. | Packaging Corporation of America | Woolworths Group Limited | | General Mills, Inc. | | |

  61. LTI grants during fiscal year 2025

    (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. (3)Berry Global Group, Inc. is no longer included in the TSR Peer Group following the Merger.

  62. LTI vested during fiscal year 2025

    LTI vested during fiscal year 2025 LTI awards eligible to vest during fiscal year 2025 were granted in 2022 and had a three-year performance period that ended on June 30, 2025. The performance conditions applicable to this plan were relative TSR and adjusted EPS with a RoAFE gateway. Relative TSR and adjusted EPS performance were both below the threshold required and resulted in no vesting (0%) of this LTI award.

  63. LTI vested during fiscal year 2025

    | 38 | Amcor plc | 2025 Proxy Statement |

  64. LTI vested during fiscal year 2025

    Table of Contents

  65. 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.

  66. Perquisites

    Table of Contents Employment Agreements Each of our NEOs has entered into an executive services agreement, which generally provides for compensation terms (including base salary, STI and LTI opportunity, and in limited circumstances, retention incentives), and other perquisites and benefits described elsewhere in the “Executive Compensation Discussion and Analysis” section. The executive services agreements for our NEOs generally require a 12-month notice period to terminate the services agreement, although the Company may waive any portion of the notice period. The CEO agreement also provides for certain payments and benefits upon a termination without cause, as described below under the heading “Potential Payments Upon Termination or Change in Control.” The Company may summarily terminate the employment of a NEO (without notice or severance payments) (a “cause” termination) immediately if the NEO commits: (a) a serious or persistent breach of any of the terms or conditions of the executive’s employment; (b) any negligent act the executive commits in connection with the performance of the duties of the executive’s role; (c) any conduct or act which, in the reasonable opinion of the Company, brings the Company into disrepute; (d) any criminal offense for which the executive is convicted which, in the reasonable opinion of the Company, impairs the executive’s ability to perform his or her duties; (e) any wrongful or dishonest or fraudulent act or conduct which, in the reasonable opinion of the Company, brings the Company into disrepute; or (f) any other act which would entitle the Company to dismiss the executive summarily. Furthermore, the executive services agreements include obligations relating to conflicts of interest, confidential information, intellectual property, and competitive activity following a termination of employment for any reason, for the restricted period specified in each executive services agreement.

  67. Roegner Transition and Separation Arrangement

    Roegner Transition and Separation Arrangement Mr. Roegner became Executive Vice President, Integration and Special Projects, effective January 1, 2025, at which time he was no longer an executive officer of the Company. In his new role, Mr. Roegner reported to the Company’s Executive Vice President, Strategy and Development Group, and facilitated strategic initiatives, including the integration with Berry Global. In May 2025, we entered into a Transition and Separation Agreement (“Transition Agreement”) with Mr. Roegner that provided for the transition of his duties and responsibilities through June 30, 2025 followed by a 12-month notice period resulting in the termination of his employment relationship on June 30, 2026. During this period, Mr. Roegner will continue to be provided with salary and benefits as in effect immediately prior to entry into the Transition Agreement. If Mr. Roegner complies with the requirements of the Transition Agreement (including the provision of a release of claims and obligations relating to conflicts of interest, confidential information, intellectual property, and competitive activity), he will remain eligible to receive a cash bonus under the STI for the fiscal year ending June 30, 2025 and RSUs in accordance with the STI-Deferred Equity Plan Awards (as outlined in the section titled “Short-Term Incentive (STI)”) with respect to the fiscal year ending June 30, 2025, his vested and outstanding share options will remain exercisable for up to 90 days following his separation from employment, his outstanding and unvested RSU awards under the STI-Deferred Equity Plan Awards and the SERSP will remain outstanding and become vested either on the scheduled vesting date (if earlier than the separation date) or in full within 30 days after the separation date, and, with respect to all other LTI awards granted to him fiscal years 2023 and 2024 (as outlined in the section titled “Long-Term Incentive (LTI)”), Mr. Roegner will remain eligible to vest with respect to the portion of each award that vests based on actual performance for the applicable performance period, multiplied by a fraction, the numerator of which is the number of days in the applicable performance period up to and including June 30, 2025 and the denominator of which is the number of days in the applicable performance period. All equity awards granted to Mr. Roegner in fiscal year 2025 were cancelled in their entirety. Mr. Roegner will also be eligible for subsidized COBRA coverage for up to 12 months following his separation.

  68. Zacka Separation Arrangement

    Zacka Separation Arrangement In April 2025, we entered into a Separation Agreement (“Separation Agreement”) with Mr. Zacka that provided for the transition of his duties and responsibilities through July 31, 2025. Contingent on Mr. Zacka’s compliance with the requirements of the Separation Agreement (including the provision of a release of claims and obligations relating to conflicts of interest, confidential information, intellectual property, and competitive activity), he was entitled to a payment equal to approximately 11 months’ base salary in settlement of the remaining notice period under his existing employment agreement and to a cash bonus under the STI for the fiscal year ending June 30, 2025. The associated STI-Deferred Equity Plan Awards were settled as a cash payment (instead of RSUs) at the same time, Mr. Zacka’s vested and outstanding share options will remain exercisable for up to 90 days following his separation from employment, and his outstanding and unvested RSUs under the STI-Deferred Equity Plan Awards and the SERSP were converted to shares in July 2025 in accordance with the applicable plan documents. With respect to all LTI awards granted to him for fiscal years 2023 and 2024, Mr. Zacka will remain eligible to vest with respect to the portion of each award that vests based on actual performance for the applicable performance period, multiplied by a fraction, the numerator of which is the number of days in the applicable performance period up to and including June 30, 2025 and the denominator of which is the number of days in the applicable performance period. All equity awards granted to Mr. Zacka in fiscal year 2025 were cancelled in their entirety. We also agreed to pay moderate costs of tax advisors to finalize Mr. Zacka’s tax return for 2025 and some limited relocation costs.

  69. Zacka Separation Arrangement

    Table of Contents Executive Change in Control Plan Effective as of September 23, 2025, we adopted an Executive Change in Control Severance Plan (a “CIC Plan”) which is typical practice for companies in our peer group. It is intended to provide “double trigger” severance protections to covered executives, including our current NEOs, in the event of a qualifying termination of employment in connection with change in control (as defined in the CIC Plan). The Compensation Committee approved the CIC Plan to encourage eligible executives’ full attention and dedication to the Company in the event of any possible or pending change in control despite the personal uncertainties that may accompany such a situation and to provide them with compensation and benefits upon a change in control consistent with their expectations and competitive practice. The severance benefits under CIC Plan in the event of a change in control and a related termination without cause or a resignation for good reason would include cash severance equal to a multiple of base salary and target bonus (2x for our CEO and 1x for our other NEO participants), a pro rata bonus, accelerated vesting of equity awards and a limited period of post-employment healthcare coverage for U.S. participants. 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 his or her 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 options, unvested options and unvested performance shares/rights) with a value equivalent to 500% of base salary, and each of our CEO’s direct reports, including each of our other active NEOs, are required to acquire and maintain ownership of Amcor shares (excluding vested options, unvested options and unvested performance shares/rights) with a value equivalent to 300% 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.

  70. Zacka Separation Arrangement

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Peter Konieczny(1) Chief Executive Officer | 2025 | 1,822,278 | 3,879,938 | 996,984 | 1,403,397 | 355,732 | 8,458,329 | | | 2024 | 1,474,000 | 4,049,852 | 660,765 | 961,646 | 334,656 | 7,480,919 | | Michael Casamento(1) Executive Vice President, Finance and Chief Financial Officer | 2025 | 1,175,358 | 2,038,465 | 537,288 | 652,418 | 634,016 | 5,037,545 | | | 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 | | Fred Stephan Chief Operating Officer, Global Flexibles | 2025 | 1,130,807 | 2,080,131 | 585,966 | 424,581 | 126,864 | 4,348,349 | | | 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 | | Susana Suarez Gonzalez(1) Executive Vice President, Chief Human Resources Officer | 2025 | 822,939 | 1,113,802 | 282,186 | 428,820 | 520,783 | 3,168,530 | | Ian Wilson(1) Executive Vice President, Strategic Development | 2025 | 992,571 | 1,349,204 | 344,223 | 505,256 | 130,205 | 3,321,459 | | Eric Roegner Former President, Amcor Rigid Packaging | 2025 | 1,041,106 | 1,725,758 | 491,904 | 316,540 | 141,098 | 3,716,406 | | | 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 | | Michael Zacka(1) Former President, Amcor Flexibles Europe, Middle East & Africa | 2025 | 1,357,495 | 2,151,859 | 618,723 | 358,374 | 683,214 | 5,169,665 | | | 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 |

  71. 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) | | 2025 | 8,458,329 | 5,072,024 | — | — | 4,126,992 | 2,415,337 | 111.43 | 172.42 | 518 | 0.712 | | 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 |

  72. 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, it increased in 2024 and then decreased in 2025. 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, decreased from 2023 to 2024 and 2024 to 2025. 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, from 2023 to 2024 and then increased from 2024 to 2025. While this is aligned with the CAP amounts reported in this table for most years, it is not the primary driver of the year to year changes.

  73. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Although certain of our officers and directors have an interest in the Reverse Stock Split Proposal as a result of their ownership of Ordinary Shares and CDIs, we do not believe that our officers or directors have interests in the Reverse Stock Split Proposal that conflict with, are different than or greater than those of any of our other shareholders.