GRAPHIC PACKAGING HOLDING CO
For the period ended Jun 11, 2026. Filed Apr 28, 2026.
View on SEC.govAbout this filing
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.
Jun 11, 2026 · Filed Apr 28, 2026
Contents
Pay Versus Performance Table
2025 Pay Versus Performance Table
| Year | Summary Compensation Table Total Compensation for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total Compensation for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment based on Company Total Shareholder Return | Value of Initial Fixed $100 Investment based on Peer Group Total Shareholder Return | Net Income (in millions) | Adjusted EBITDA (in millions) |
|---|---|---|---|---|---|---|---|---|
| 2025 | $ 9,104,747 | ($6,313,159) | $2,045,596 | ($955,787) | $96.66 | $99.86 | $444 | $1,395 |
| 2024 | $ 9,407,955 | $17,901,034 | $2,559,819 | $4,397,170 | 177.28 | 136.68 | $658 | $1,682 |
| 2023 | $11,937,503 | $19,418,337 | $3,156,562 | $4,447,314 | 158.66 | 118.91 | $723 | $1,876 |
| 2022 | $11,644,401 | $19,745,603 | $3,401,061 | $4,830,700 | 140.89 | 110.49 | $522 | $1,600 |
| 2021 | $ 7,309,269 | $11,860,514 | $2,040,539 | $2,934,498 | 121.60 | 134.41 | $204 | $1,056 |
| 2020 | $ 8,009,101 | $10,059,859 | $2,217,803 | $2,624,259 | 103.95 | 121.14 | $167 | $1,070 |
| (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 | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 · 2023 · 2022 · 2021 | ||||||
| Total Compensation Reported in SCT | $9,104,747 | $9,407,955 | $11,937,503 | $11,644,401 | $7,309,269 | |
| Less Change in Pension Value and Non-Qualified Deferred Compensation Earnings Reported in SCT | $85,167 | – | $70,380 | – | – | |
| Less: Fair Value of Stock Awards Granted during Year at Date of Grant Reported in SCT | $7,495,753 | $7,158,044 | $7,291,291 | $6,756,267 | $5,006,859 | |
| Plus: Pension Value attributable to Service and Changes in Value due to Plan Amendments made during the Year | – | – | – | – | – | |
| Plus: Fair Value of Equity Compensation Granted during Year at FYE | $3,553,355 | $8,103,613 | $7,656,892 | $7,871,034 | $6,086,639 | |
| Plus: Change in Fair Value of Equity Compensation from the end of the Prior Year to Vesting Date for Stock Awards Made in Prior Years that Vested during Year Shown | ($ | 16,018) | $89,124 | $655,973 | $400,333 | $(313,875) |
| Plus: Change in Fair Value of Equity Compensation from the end of the Prior Year to the end of the Year Shown for Stock Awards that were unvested at FYE | ($ | 11,374,323) | $7,458,386 | $6,529,640 | $6,586,102 | $3,785,341 |
| Plus: Dividends or Other Earnings paid on Stock Awards in the Year Shown prior to the Vesting Date not otherwise included in Total Compensation | – | – | – | – | – | |
| Compensation Actually Paid | ($ | 6,313,159) | $17,901,034 | $19,418,337 | $19,745,603 | $11,860,514 |
| Page 46 | 2026 Proxy Statement |
|---|
| (3) | The amounts shown in this column are the average of the “Total” compensation amounts reported in the SCT for each of the Non-PEO NEOs for each corresponding year. The Non-PEO NEOs included in the calculation for 2025 are Charles D. Lischer, Stephen R. Scherger, Michael J. Farrell, Lauren S. Tashma, Joseph P. Yost and Maggie K. Bidlingmaier. The Non-PEO NEOS included in the calculation for the years 2022—2024 are Stephen R. Scherger, Maggie K. Bidlingmaier, Lauren S. Tashma and Joseph P. Yost. The Non-PEO NEOs included in the calculation for 2021 are Stephen R. Scherger, Michael J. Farrell, Lauren S. Tashma and Joseph P. Yost. |
| (4) | The amounts shown in this column represent the average CAP paid to the Company’s Non-PEO NEOs for each corresponding year. |
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 | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | 2021 | |
| Average Total Compensation Reported in SCT | 2,045,596 | $2,559,819 | $3,156,562 | $3,401,061 | $2,040,539 |
| Less: Average Change in Pension Value and Non-Qualified Deferred Compensation Earnings Reported in SCT | 5,339 | – | $6,433 | – | – |
| Less: Average Fair Value of Stock Awards Granted during Year at Date of Grant Reported in SCT | 1,354,489 | $1,491,456 | $1,404,227 | $1,674,232 | $1,044,128 |
| Plus: Average Pension Value attributable to Service and Changes in Value due to Plan Amendments made during the Year | – | – | – | – | – |
| Plus: Average Fair Value of Equity Compensation Granted during Year at FYE | 394,680 | $1,688,475 | $1,474,638 | $1,942,288 | $1,253,564 |
| Plus: Average Change in Fair Value of Equity Compensation from the end of the Prior Year to Vesting Date for Stock Awards Made in Prior Years that Vested during Year Shown | 5,154 | $147,817 | $109,054 | $73,532 | $(57,105) |
| Plus: Average Change in Fair Value of Equity Compensation from the end of the Prior Year to the end of the Year Shown for Stock Awards that were unvested at FYE | (2,046,729) | $1,492,515 | $1,117,720 | $1,088,051 | $741,628 |
| Plus: Average Dividends or Other Earnings paid on Stock Awards in the Year Shown prior to the Vesting Date not otherwise included in Total Compensation | – | $0 | $0 | $0 | $0 |
| Compensation Actually Paid | (955,787) | $4,397,170 | $4,447,314 | $4,830,700 | $2,934,498 |
Additional Information Regarding the Pay Versus Performance Table
The Pay versus Performance Table shows year over year change in the PEO’s and the
Non-PEO
NEOs’ compensation from 2021
year-end
to 2025
year-end,
reflecting for 2025 a decline in Total Shareholder Returns for the Company and our Peer Group, a $214 million (33%) decline in Net Income and a $287 million or 17% decrease in Adjusted EBITDA. The Company chose Adjusted EBITDA as its Company Selected Measure for evaluating Pay versus Performance because it is a key metric in both our short-term cash incentive plan and our long-term equity incentive plan.
| 2026 Proxy Statement | Page 47 |
Below are graphs depicting the relationship of CAP paid to the Company’s PEO and the average CAP paid to the
Non-PEO
NEOs in the years 2021 through 2025 to (i) TSR of the Company and the Company’s peer group; and (ii) the Company’s Net Income and Adjusted EBITDA.
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
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 | 2026 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.