GRAPHIC PACKAGING HOLDING CO
For the period ended May 23, 2024. Filed Apr 8, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 8, 2024
Contents
Pay Versus Performance Table
2023 Pay Versus Performance Table
| Year | Summary Compensation Table Total Compensation for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total Compensation for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment based on Company Total Shareholder Return | Value of Initial Fixed $100 Investment based on Peer Group Total Shareholder Return | Net Income (in millions) | Adjusted EBITDA (in millions) |
|---|---|---|---|---|---|---|---|---|
| 2023 | $11,937,503 | $19,418,337 | $3,156,562 | $4,447,314 | 158.66 | 118.91 | $723 | $1,876 |
| 2022 | $11,644,401 | $19,745,603 | $3,401,061 | $4,830,700 | 140.89 | 110.49 | $522 | $1,600 |
| 2021 | $ 7,309,269 | $11,860,514 | $2,040,539 | $2,934,498 | 121.60 | 134.41 | $204 | $1,056 |
| 2020 | $ 8,009,101 | $10,059,859 | $2,217,803 | $2,624,259 | 103.95 | 121.14 | $167 | $1,070 |
| (1) | The amounts shown in this column are the “Total” compensation amounts reported in the Summary Compensation Table (“SCT”) for the Company’s PEO for each corresponding year. |
| (2) | The amounts shown in this column represent the CAP paid to the Company’s PEO for each corresponding year. |
The adjustments made to the PEO’s total compensation as set forth in the SCT to determine the CAP are set forth below.
| Year | ||||
|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2020 | |
| Total Compensation Reported in SCT | $11,937,503 | $11,644,401 | $7,309,269 | $8,009,101 |
| Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings Reported in SCT | $70,380 | $– | $– | $190,604 |
| Less: Fair Value of Stock Awards Granted during Year at Date of Grant Reported in SCT | $7,291,291 | $6,756,267 | $5,006,859 | $5,030,321 |
| Plus: Pension Value attributable to Service and Changes in Value due to Plan Amendments made during the Year | $– | $– | $– | $– |
| Plus: Fair Value of Equity Compensation Granted during Year at FYE | $7,656,892 | $7,871,034 | $6,086,639 | $5,163,815 |
| Plus: Change in Fair Value of Equity Compensation from the end of the Prior Year to Vesting Date for Stock Awards Made in Prior Years that Vested during Year Shown | $655,973 | $400,333 | $(313,875) | $(146,375) |
| Plus: Change in Fair Value of Equity Compensation from the end of the Prior Year to the end of the Year Shown for Stock Awards that were unvested at FYE | $6,529,640 | $6,586,102 | $3,785,341 | $2,254,243 |
| Plus: Dividends or Other Earnings paid on Stock Awards in the Year Shown prior to the Vesting Date not otherwise included in Total Compensation | $– | $– | $– | $– |
| Compensation Actually Paid | $19,418,337 | $19,745,603 | $11,860,514 | $10,059,859 |
| (3) | The amounts shown in this column are the average of the “Total” compensation amounts reported in the SCT for each of the Non-PEO NEOs for each corresponding year. The Non-PEO NEOs included in the calculation for 2023 and 2022 are Stephen R. Scherger, Maggie K. Bidlingmaier, Lauren S. Tashma and Joseph P. Yost. The Non-PEO NEOs included in the calculation for 2021 and 2020 are Stephen R. Scherger, Michael J. Farrell, Lauren S. Tashma and Joseph P. Yost. |
| (4) | The amounts shown in this column represent the average CAP paid to the Company’s four Non-PEO NEOs for each corresponding year. |
| Page 46 | 2024 Proxy Statement |
|---|
The adjustments made to the
Non-PEO
NEOs’ total compensation as set forth in the SCT to determine the average CAP are set forth below.
| Year | ||||
|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2020 | |
| Average Total Compensation Reported in SCT | $3,156,562 | $3,401,061 | $2,040,539 | $2,217,803 |
| Less: Average Change in Pension Value and Non-Qualified Deferred Compensation Earnings Reported in SCT | $6,433 | $– | $– | $18,760 |
| Less: Average Fair Value of Stock Awards Granted during Year at Date of Grant Reported in SCT | $1,404,227 | $1,674,232 | $1,044,128 | $1,031,892 |
| Plus: Average Pension Value attributable to Service and Changes in Value due to Plan Amendments made during the Year | $– | $– | $– | $– |
| Plus: Average Fair Value of Equity Compensation Granted during Year at FYE | $1,474,638 | $1,942,288 | $1,253,564 | $1,059,276 |
| Plus: Average Change in Fair Value of Equity Compensation from the end of the Prior Year to Vesting Date for Stock Awards Made in Prior Years that Vested during Year Shown | $109,054 | $73,532 | $(57,105) | $(27,438) |
| Plus: Average Change in Fair Value of Equity Compensation from the end of the Prior Year to the end of the Year Shown for Stock Awards that were unvested at FYE | $1,117,720 | $1,088,051 | $741,628 | $425,269 |
| Plus: Average Dividends or Other Earnings paid on Stock Awards in the Year Shown prior to the Vesting Date not otherwise included in Total Compensation | $0 | $– | $– | $– |
| Compensation Actually Paid | $4,447,314 | $4,830,700 | $2,934,498 | $2,624,259 |
Additional Information Regarding the Pay Versus Performance Table
The Pay versus Performance Table shows year over year change in the PEO’s and the
Non-PEO
NEOs’ compensation from 2020
year-end
to 2023
year-end,
reflecting improving Total Shareholder Returns versus our Peer Group’s Total Shareholder Returns, a 45.5% increase in the Company’s stock price, a 432.9% improvement in Net Income and a 175.3% increase in Adjusted EBITDA between 2020
year-end
and 2023
year-end.
The Company chose Adjusted EBITDA as its Company Selected Measure for evaluating Pay versus Performance because it is a key metric in both our short-term cash incentive plan and our long-term equity incentive plan.
Below are graphs depicting the relationship of CAP paid to the Company’s PEO and the average CAP paid to the
Non-PEO
NEOs in 2020, 2021, 2022 and 2023 to (i) TSR of the Company and the Company’s peer group; and (ii) the Company’s Net Income and Adjusted EBITDA.
PEO CAP and Average
Non-PEO
NEO CAP vs.
Company TSR and Peer Group TSR
PEO and Average
Non-PEO
NEO CAP vs Net Income
and Adjusted EBITDA
| 2024 Proxy Statement | Page 47 |
Pay Versus Performance – Tabular List of Performance Measures
We believe that the most important measures of the Company’s financial performance are:
Adjusted EBITDA
Cash Flow Before Debt Reduction
Return on Invested Capital
Net Organic Sales Growth
These measures are used to determine payouts under our short-term cash incentive plan and our long-term equity incentive plan and collectively provide a holistic view of the Company’s financial condition.
| Page 48 | 2024 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.