DEF 14A of Amcor plc, Sep 29, 2026

DEF 14A of Amcor plc

Filed Sep 29, 2026 · FY20260001748790-26-000025

Open on EDGAR

  1. NICHOLAS T. LONG (TOM)

    NICHOLAS T. LONG (TOM)

  2. NICHOLAS T. LONG (TOM)

    | | | | | PROFESSIONAL BACKGROUND: •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 | | | OTHER DIRECTORSHIPS: •Chairman, Wolverine Worldwide, Inc. (NYSE: WWW) – November 2022 to present •Wolverine Worldwide, Inc. – July 2011 to November 2022 | | Age: 67 Director Since: 2017 Committees: Compensation (Chair), Executive, NG INDEPENDENT | | | | 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 and is qualified to act as Chairman of the Board . |

  3. NICHOLAS T. LONG (TOM)

    | Amcor plc | 2026 Proxy Statement | 13 |

  4. NICHOLAS T. LONG (TOM)

    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) | | | 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) | | Age: 71 Director since: 2015* Deputy Chairman Committees: Audit, Executive INDEPENDENT *Includes service on Berry’s Board of Directors prior to the Merger. | | | | 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:61 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

    | Amcor plc | 2026 Proxy Statement | 14 |

  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: 67 Director since: 2021 Committees: Compensation INDEPENDENT | | | | OTHER DIRECTORSHIPS: •AVPN Limited (Chair) – July 2025 to present •SATS Ltd (SGX: S58) – 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 over 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: 67 Director since: 2021 Committees: Audit (Chair) INDEPENDENT | | | | OTHER DIRECTORSHIPS: •Stanley Black & Decker, Inc (Audit Committee Member and Governance Committee Chair (2024)) (NYSE: SWK) – October 2023 to present •ON Semiconductor Corporation (Audit Committee Chair) (NASDAQ: ON) – 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 | 2026 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 | | | OTHER DIRECTORSHIPS: •Brambles LTD (ASX: BXB; OTC: BXBLY) – January 2017 to present •AstraZeneca PLC (Senior Independent Director and Chair of Remuneration Committee) – 2012 to 2021 | | Age: 63 Director since: 2024 Committees: Audit, Executive (Chair) INDEPENDENT | | | | 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: 65 Director since: 2014* Committees: Audit INDEPENDENT *Includes service on Berry’s Board of Directors prior to the Merger. | | | | OTHER DIRECTORSHIPS: •Lear Corporation (NYSE: LEA) – November 2009 to present •Five Point Holdings (NYSE: FPH) – 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

    | Amcor plc | 2026 Proxy Statement | 16 |

  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 (Raychem) and the Dow Chemical Company (including Dow Corning and Rohm and Haas), serving a broad range of downstream industries, including packaging, healthcare, food and nutrition and industrial sectors. | | Age: 59 Director since: 2023 Committees: Compensation, NG (Chair) INDEPENDENT | | | | OTHER DIRECTORSHIPS: •Sika AG (Sustainability Committee Chair) (SIX: SIKA; OTC - SXYAY) – 2022 to present •SABIC (Saudi Basic Industries Corporation) (Investment Committee and Sustainability, Risk and EHSS Committee member) (TADAWUL: 2010) – 2025 to present •Quaker Houghton (Compensation Committee and Sustainability Committee member) (NYSE: KWR) – 2024 to present •Tronox Holdings plc (Corporate Governance and Sustainability Committee member) – April 2024 to April 2026 •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. (1)ㅤin 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 | | | OTHER DIRECTORSHIPS: •Midera Food Processing, Inc. (NASDAQ: MFP) - July 2026 to present •Tennant Company (NYSE: TNC) - 2026 to present •Berry Global Group, Inc. - 2024 to April 2025 •The Ravinia Festival – 2004 to present •Denison University - 2027 to present | | Age: 66 Director since: 2024* Committees: NG INDEPENDENT *Includes service on Berry’s Board of Directors prior to the Merger. | | | | 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 | 2026 Proxy Statement | 17 |

  28. LUCRÈCE FOUFOPOULOS-DE RIDDER

    Table of Contents

  29. JILL A. RAHMAN

    JILL A. RAHMAN

  30. 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 •While at Conagra Brands, Inc. , Ms. Rahman held Board of Director roles at joint venture companies in India, Mexico, and the Philippines. •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: 65 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, Compensation Committee and Audit Committee member) – November 2020 to 2025 •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. |

  31. JILL A. RAHMAN

    | Amcor plc | 2026 Proxy Statement | 18 |

  32. 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, 2025, 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).

  33. JILL A. RAHMAN

    | Description | Fee | | Retainer fees | •Chair: $541,500(1) delivered 50% in cash and 50% in restricted share units (“RSUs”)(3) | | | •Directors, other than the Chair: $305,500 delivered $135,500 in cash and $170,000 in RSUs(3) | | 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 |

  34. 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. (3)RSUs were granted on the effective date of the annual review, December 1, 2025, and vest 1 year later.

  35. JILL A. RAHMAN

    | Amcor plc | 2026 Proxy Statement | 19 |

  36. JILL A. RAHMAN

    Table of Contents Fiscal Year 2026 Director Compensation The table below sets forth certain information concerning the compensation earned in fiscal year 2026 by our non-executive Directors (non-management and independent Directors).

  37. JILL A. RAHMAN

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)3 | All Other Compensation ($)2 | Total ($) | | Graeme Liebelt | 265,288 | 270,752 | 20,358 | 556,398 | | Stephen E. Sterrett | 207,146 | 170,006 | — | 377,152 | | Achal Agarwal | 155,393 | 170,006 | — | 325,399 | | Susan Carter | 176,893 | 170,006 | — | 346,899 | | Graham Chipchase CBE | 161,806 | 170,006 | — | 331,812 | | Jonathan F. Foster | 162,326 | 170,006 | — | 332,332 | | Lucrèce Foufopoulos-De Ridder | 175,506 | 170,006 | — | 345,512 | | James T. Glerum, Jr. | 153,827 | 170,006 | — | 323,833 | | Tom Long | 177,506 | 170,006 | — | 347,512 | | Jill A. Rahman | 156,826 | 170,006 | — | 326,832 |

  38. 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. In fiscal year 2026, the Compensation Committee used FW Cook as its external

  39. Use of Compensation Consultants

    | Amcor plc | 2026 Proxy Statement | 32 |

  40. Use of Compensation Consultants

    Table of Contents independent executive compensation consultant to understand market practice and review market data relevant for making compensation determinations for key executive roles.

  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 2026 compensation benchmarking purposes, the Compensation Committee referenced multiple compensation benchmarks from a carefully selected peer group of U.S.-based publicly-traded companies of comparable size and global scale (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 informs competitive pay structures for our executives, grounded in U.S. market practice while accounting for competitive conditions across a number of international markets. No changes were made to the Compensation Peer Group for fiscal year 2026. COMPENSATION PEER GROUP:

  42. Use of Peer Company and Competitive Market Data

    | 3M Company | Emerson Electric Company | | Alcoa Corporation | Graphic Packaging Holding Company | | 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 | Smurfit Westrock plc | | Eaton Corporation plc | The Sherwin Williams Company |

  43. Use of Peer Company and Competitive Market Data

    Elements of Compensation For fiscal year 2026, 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) •Long-term incentive (LTI) Greater emphasis was placed on variable compensation with the CEO receiving 86% of his target compensation as variable compensation and the other NEOs receiving 79% (on average) of their target compensation as variable compensation, as shown below. (1) 14% 21% l Base salary l Short-term Incentive l Long-term Incentive l Variable Pay – At Risk 17% 59% 20% 69% 86% 79% (1)Represents an average across all NEOs, other than the CEO.

  44. Use of Peer Company and Competitive Market Data

    | Amcor plc | 2026 Proxy Statement | 33 |

  45. Use of Peer Company and Competitive Market Data

    Table of Contents 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 2026, 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. Details of the range of potential STI payments, the proportion to be received at “target” performance and the actual payments made in respect of fiscal year 2026 are shown below. The actual outcomes are based on each NEO’s performance against a selected range of business objectives (including safety and financial metrics) on an Amcor and/or division 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 (as % of Base Salary) | STI % Actual (as % of Target) | STI Payment ($) | | Peter Konieczny(1) | 120% | 0% to 240% | 52% | $1,206,543 | | Steve Scherger(2) | 100% | 0% to 200% | 52% | $328,753 | | Jean-Marc Galvez(1) | 100% | 0% to 200% | 51% | $552,321 | | Ian Wilson(1) | 80% | 0% to 160% | 52% | $420,456 | | Michael Casamento(1) | 100% | 0% to 200% | 52% | $652,680 | | Fred Stephan | 100% | 0% to 200% | 50% | $576,150 |

  48. Short-Term Incentive (STI)

    (1)Where STI payments are determined in currencies other than USD, the average foreign exchange rate for the five trading days prior to and including June 30, 2026 was applied to determine the USD equivalent. (2)The amount reported in this column for Mr. Scherger reflects the pro-rated STI paid in connection with his appointment effective November 10, 2025, consistent with the terms of his employment letter agreement. The table below also includes a more detailed analysis of the targets and outcomes for the CEO, CFO and SDG.

  49. Short-Term Incentive (STI)

    | Category | Safety Targets | Financial Targets | | Weighting | 5% | 95% | | Outcome | Safety Target Achieved | Financial Targets Partly Met | | Comments | •Total recordable incident rate (TRIR) of 0.47 and 53% of sites operating injury-free for over 12 months | •Net sales of $23.5 billion •GAAP net income of $1,106 million •Adjusted EPS of $4.02 •Adjusted EBITDA of $3,673 million •Free cash flow of $1,303 million |

  50. Short-Term Incentive (STI)

    The remaining NEOs’ targets and weightings were specific to their scope of accountability and division. •All NEOs had a safety objective to reduce recordable cases. •Financial metrics included both consolidated Amcor and division-specific metrics, including earnings, cash flow and growth metrics. Metrics and weightings for each ensured NEOs were incentivized to focus on objectives specific to their respective divisions. The performance targets for consolidated Amcor results are consistent with those of the CEO, CFO and SDG. Performance targets related to a division’s performance are established based on annual operating plans (which are considered

  51. Short-Term Incentive (STI)

    | Amcor plc | 2026 Proxy Statement | 34 |

  52. Short-Term Incentive (STI)

    Table of Contents 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.

  53. 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.

  54. LTI grants during fiscal year 2026

    LTI grants during fiscal year 2026 For fiscal year 2026, the Compensation Committee adopted an updated LTI design in connection with the closing of Amcor's merger with Berry Global and its ongoing review of the Company's executive compensation programs to ensure they continue to move closer towards United States market practice, are effective in attracting and retaining key talent, and remain aligned with shareholder interests. As part of this review, and in light of the Company's increased presence in the United States, the Compensation Committee evaluated the competitiveness and effectiveness of the program to drive appropriate performance outcomes. Fiscal year 2026 awards consist of grants of performance share units, share options and restricted share units, representing 60%, 20% and 20% of the total award value, respectively, each as described below. This weighting reflects the Committee's intent to emphasize performance-based, at-risk compensation. Performance Share Units (“PSUs”): Performance-based awards have a three-year performance period that began July 1, 2025 and will end June 30, 2028. Dividend equivalents accrue on PSUs and are paid at vesting based on the number of shares ultimately earned. Vesting is determined at the end of the performance period based on performance against two equally weighted metrics: adjusted EPS with an adjusted RoAFE gateway and relative TSR measured against a peer group of companies (the "TSR Peer Group"), each as described below. The combination of adjusted EPS and relative TSR ensures that management is rewarded for achieving profitable growth while remaining aligned with shareholders' experience of the Company's relative performance. •Half of the award is determined based on constant currency adjusted EPS growth over a three-year performance period, with 8% average annual adjusted EPS growth resulting in threshold level vesting for this portion of the award, 12% average annual adjusted EPS growth resulting in target level vesting for this portion of the award, and 15% average annual adjusted EPS growth resulting in maximum level vesting for this portion of the award (subject to linear interpolation between these points). There is a further condition that Amcor’s adjusted RoAFE is at or above 12% in the final year. If average annual adjusted EPS growth is less than 8%, or adjusted 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 threshold level vesting for this portion of the award, 50th percentile TSR resulting in target level vesting for this portion of the award, and 75th percentile TSR resulting in maximum level vesting for 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. The Compensation Committee, after careful review and input from FW Cook, determined no updates to the TSR Peer Group were necessary for fiscal year 2026 other than the removal of Sealed Air Corporation following its acquisition(3). TSR Peer Group(2):

  55. LTI grants during fiscal year 2026

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

  56. LTI grants during fiscal year 2026

    (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)As of April 2026 Sealed Air Corporation is no longer included in the TSR Peer Group as a result of Clayton, Dubilier & Rice’s acquisition.

  57. LTI grants during fiscal year 2026

    | Amcor plc | 2026 Proxy Statement | 35 |

  58. LTI grants during fiscal year 2026

    Table of Contents Share Options (“Options”): Options deliver value only when the Company's share price increases following the grant date, thereby providing direct alignment with shareholders' experience of the Company's share price growth. Options vest after three years and expire ten years from the grant date. Restricted Share Units (“RSUs”): RSUs are time-based equity awards that vest annually on a pro-rata basis over a three-year period. Dividend equivalents accrue on RSUs and are paid upon vesting. RSUs provide retention and support alignment with shareholders through further exposure to the Company’s share price. The Company’s former equity programs (LTI and STI-Deferred Equity Plan) have been replaced by this new program.

  59. Transaction-based LTI (“T-LTI”) grants during fiscal year 2026

    Transaction-based LTI (“T-LTI”) grants during fiscal year 2026 In support of the integration of Berry Global, the Compensation Committee approved a one-time, transaction-based LTI award to our Senior Executives and a select group of other key executives with direct responsibility for integration execution and delivery against the value creation commitments made to shareholders in connection with the Merger. The Compensation Committee determined that the closing of the Merger materially raised performance expectations for the combined company, particularly with respect to adjusted EBITDA, and that a supplemental long-term award tied directly to those expectations was appropriate to incentivize stepped-up performance, support retention of key talent, and reinforce alignment with shareholder interests. These awards consist of PSUs and Options, representing approximately 70% and 30% of the total award value, respectively, each as described below. PSUs: The PSU component is structured around a single performance condition: achievement of a combined company adjusted EBITDA target in the third and final year of the performance period (July 1, 2027 to June 30, 2028), which began July 1, 2025. The adjusted EBITDA target was set in line with multi-year organic growth projections and estimated synergy targets that were developed in connection with, and disclosed, at the time of the Merger. If the target is met or exceeded, the award vests in full; if the target is not achieved, the award is forfeited in its entirety. Dividend equivalents accrue on PSUs and are paid at vesting based on the number of shares ultimately earned. Options: Options granted under this program are structured on the same terms as the share options described in the "LTI grants during fiscal year 2026" section above. The Compensation Committee, after careful review and input from FW Cook, determined that this structure provides a direct linkage between executive compensation and the delivery of Merger integration commitments, while serving as a meaningful retention tool for the combined organization.

  60. LTI vested during fiscal year 2026

    LTI vested during fiscal year 2026 LTI awards eligible to vest during fiscal year 2026 were granted in 2023 and had a three-year performance period that ended on June 30, 2026. The performance conditions applicable to this plan were relative TSR and adjusted EPS with an adjusted RoAFE gateway. Relative TSR performance against the TSR Peer Group was at the 41st percentile, resulting in 34.6% vesting of the TSR portion of the award, equivalent to 17.3% of the total award. Although we delivered double-digit EPS growth in 2026, average adjusted EPS performance of 4.1% did not meet the target range of 5-10% resulting in no vesting under this metric.

  61. 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.

  62. Other Compensation

    Other Compensation In connection with the CFO transition, the Compensation Committee and the Board approved a one-time cash payment of $500,000 to Mr. Scherger, payable in February 2026. The Compensation Committee approved this award as a sign-on award to provide an additional incentive for Mr. Scherger to accept his offer of employment. Mr. Scherger is also eligible for relocation assistance. Employment Agreements Each of our NEOs has entered into an employment letter agreement, which generally provides for compensation terms (including base salary, STI and LTI opportunity, and in limited circumstances, retention incentives or sign-on awards), and other perquisites and benefits described elsewhere in the “Executive Compensation Discussion and Analysis” section. The employment letter agreements for our NEOs generally provide for 12 months’ base salary as severance or 12 months’ advance notice if we terminate the NEO’s employment other than for cause or, in the case of the CEO, if the CEO resigns as a result of a good leaver event. The CEO agreement also provides for certain additional payments and benefits upon a termination without cause or as a good leaver, as described below under the heading “Potential Payments Upon Termination or Change in Control.” The agreements define or describe “cause” generally to include: (a) certain failures to perform; (b) certain breaches of agreements; (c) certain convictions or indictments and (d) certain other culpable actions. The CEO’s agreement defines a “good leaver” event to include (x) a material change to the CEO’s authority, duties, or responsibilities and (y) a reduction in annual base salary or participation level or opportunity in any bonus or other incentive compensation program. The amounts that would have been payable to our NEOs under the employment letter agreements upon a qualifying termination as of June 30, 2026 are set forth below under the heading “Potential Payments Upon Termination or Change in Control.” Furthermore, the employment letter 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 employment letter agreement.

  63. Casamento Transition and Separation Arrangement

    Casamento Transition and Separation Arrangement In October 2025, Mr. Casamento stepped down from his officer role as Executive Vice President and Chief Financial Officer, effective November 10, 2025. Mr. Casamento remained employed as a special advisor to the Company until June 30, 2026 (the “Departure Date”) to ensure a smooth transition of his duties. In connection with Mr. Casamento’s departure, he entered into a Mutual Settlement Agreement with the Company, dated October 8, 2025 (the “Mutual Settlement Agreement”), which serves as an amendment to any relevant clauses included in Mr. Casamento’s previously existing employment agreement. The Mutual Settlement Agreement provided for the following, in exchange for Mr. Casamento’s execution of a general release of claims, as well as continued compliance with the covenants in the Mutual Settlement Agreement and Mr. Casamento’s previously existing employment agreement: (1) continued base salary at the amount that Mr. Casamento was receiving immediately prior to his departure from his officer role, and continued benefits, through the Departure Date; (2) a payment in an amount equal to twelve months’ base salary, payable following the Departure Date; (3) the right to receive the actual cash bonus earned under the STI for the fiscal year ending June 30, 2026; (4) the continued right to vest in any equity awards issued by the Company for which the vesting date occurred prior to the Departure Date (contingent on any requirements for vesting being met), including those awards issued under the SERSP; (5) vesting within 30 days after the Departure Date of any unvested awards under the STI-Deferred Equity Plan; (6) treatment under the LTI of various awards based on their status, including (i) the ability to exercise vested but unexercised options or performance rights for 90 days after the Departure Date, and (ii) pro-rated vesting of performance-based equity awards and options to the extent more than half of the performance period had been satisfied as of the Departure Date, with performance tested as of the assessment date and 90 days to exercise following their vesting date; (7) pro-ration of unvested PSUs and options under the fiscal year 2026 transaction-based LTI grants, with performance tested as of the assessment date and the expiration date of the options set in 2035; (8) other than as discussed in (7) herein, cancellation of any equity awards issued under the LTI at July 1, 2025 or later (except that retirement-eligible RSUs that were not part of the STI-Deferred Equity Plan continue to vest on their regular schedule in accordance with the terms and conditions of the applicable award agreements and the equity plan); (9) relocation assistance to Melbourne, Australia; and (10) settlement of his vacation days following the Departure Date. In exchange for the payments made under the Mutual Settlement Agreement, Mr. Casamento provided a general release of claims as related to the Company and its affiliates, officers, directors, and shareholders. The Mutual Settlement Agreement and Mr. Casamento’s previously existing employment letter agreement contain customary restrictive covenants relating to non- competition, non-solicitation, non-disparagement, and confidentiality, for which the payments described above serve as consideration.

  64. Stephan Transition, Retirement and General Release

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Peter Konieczny(1) Chief Executive Officer ("CEO") | 2026 | 1,991,739 | | 12,529,313 | 3,949,837 | 1,206,543 | 470,871 | 20,148,303 | | | 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 | | Steve Scherger Executive Vice President and Chief Financial Officer ("CFO") | 2026 | 638,356 | 500,000 | 5,894,050 | 1,084,770 | 328,753 | 16,077 | 8,462,006 | | | 2025 | | | | | | | | | | 2024 | | | | | | | | | Jean-Marc Galvez(1) Division President, Global Rigid Packaging Solutions ("GRPS") | 2026 | 1,109,190 | | 4,186,498 | 1,319,787 | 552,321 | 485,576 | 7,653,372 | | | 2025 | | | | | | | | | | 2024 | | | | | | | | | Ian Wilson(1) Executive Vice President, Strategic Development ("SDG") | 2026 | 1,036,389 | | 3,383,812 | 1,146,067 | 420,456 | 115,949 | 6,102,673 | | | 2025 | 992,571 | | 1,349,204 | 344,223 | 505,256 | 130,205 | 3,321,459 | | | 2024 | | | | | | | | | Michael Casamento(1) Former Executive Vice President and Chief Financial Officer | 2026 | 1,292,918 | | 3,725,647 | 1,025,367 | 652,680 | 661,184 | 7,357,796 | | | 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 | | Fred Stephan Former Division President, Global Flexible Packaging Solutions ("GFPS") | 2026 | 1,150,000 | | 4,377,497 | 1,379,993 | 576,150 | 134,640 | 7,618,280 | | | 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 |

  65. EMEA 34%

    | | | | | | 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) ($) | Net Income(5) (in millions) | Adjusted Earnings Per Share (EPS)(6) ($) | | 2026 | 20,148,303 | 23,797,168 | — | — | 7,438,825 | 8,436,098 | 96.64 | 135.80 | 1,106 | 4.02 | | 2025 | 8,458,329 | 5,072,024 | — | — | 4,126,992 | 2,415,337 | 96.47 | 116.33 | 518 | 3.56 | | 2024 | 7,480,919 | 6,959,258 | 8,977,329 | 5,073,747 | 5,734,419 | 5,253,911 | 97.66 | 114.21 | 740 | 3.51 | | 2023 | — | — | 7,305,995 | (1,817,920) | 3,935,828 | (456,566) | 94.54 | 105.07 | 1,058 | 3.67 | | 2022 | — | — | 9,872,758 | 18,573,062 | 5,003,411 | 8,834,900 | 112.79 | 91.27 | 815 | 4.03 |

  66. 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 varied in each of the fiscal years presented. It increased in 2022, decreased from 2022 to 2023, increased from 2023 to 2024, decreased from 2024 to 2025, and increased from 2025 to 2026. This cumulative TSR performance correlates with the CAP amounts reported in this table. Amcor's direct comparability is limited as the Peer Group's performance is largely influenced by companies in the chemical and mining industries, which are not representative of Amcor's business. •Our Net Income performance varied in each of the fiscal years presented. It increased from 2022 to 2023, decreased from 2023 to 2024 and 2024 to 2025, and it increased from 2025 to 2026. This Net Income performance was not correlated with the reported CAP amounts reported in this table and we do not use net income to determine compensation levels or incentive plan payouts. •Our Adjusted EPS performance varied in each of the fiscal years presented. It decreased from 2022 to 2023 and from 2023 to 2024, it increased from 2024 to 2025 and 2025 to 2026. 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.