Not independent
Tenure on this board
15.9 yrs
9 nominees · 3 ballot items.
Elect nine director nominees for one-year terms; ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the company’s named executive officers (say-on-pay).
Elect nine nominees named in the proxy statement to serve for one-year terms expiring at the 2027 Annual Meeting of Stockholders.
Ratify the appointment of KPMG LLP as Packaging Corporation of America’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.
This management-sponsored, non-binding "say-on-pay" proposal asks shareholders to approve the company’s disclosed executive compensation for the named executive officers. Management is seeking shareholder approval to affirm its compensation practices, which emphasize long-term performance via a mix of time-vesting restricted stock and performance-based equity (ROIC and TSR units) and an annual cash incentive tied to EPS excluding special items. The compensation committee relies on independent consultants and peer-group benchmarking and has structured awards with rigorous performance hurdles (e.g., ROIC rewards require above-median performance and TSR units pay out only for top-quartile performance ranges) and caps that limit outsized payouts. The board recommends a FOR vote, citing that the mix of incentive mechanisms aligns management incentives with shareholder value creation, has driven strong capital allocation and operational performance, and that the program lacks certain problematic features (no employment agreements, no single-trigger change-of-control vesting, and stock ownership/anti-hedging policies). The proposal is advisory and non-binding, but the company commits to carefully review shareholder feedback and consider results when making future compensation decisions; historically, PCA’s say-on-pay has received very strong support (over 93% in recent years). From a governance perspective, the proposal’s context includes robust performance metrics, independent committee oversight, and use of peer-based relative metrics that tie pay to competitive outcomes. Risk considerations include that advisory approval does not alter contractual rights and that the company reserves discretion in compensation design; however, the current structure favors long-term alignment and retention through multi-year performance periods and substantial equity orientation. Overall, an analyst assessing the proposal should weigh the strong historical shareholder support, the explicit performance-based design (ROIC and TSR), the board’s independent oversight and consultant use, and the non-binding nature of the vote when evaluating whether the compensation program is consistent with shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 7.17% | 6,389,548 | $1.4B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | 5,802,254 | $1.2B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.92% | 4,380,570 | $930M |
| 4 | STATE STREET CORP | 4.76% | 4,244,444 | $906M |
| 5 | BlackRock, Inc. | 3.88% | 3,459,218 | $734M |
| 6 | FIL Ltd | 3.12% | 2,779,851 | $590M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.46% | 2,194,868 | $464M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.32% | 2,066,537 | $439M |
| 9 | BlackRock, Inc. | 2.26% | 2,013,829 | $427M |
| 10 | ROYAL BANK OF CANADA | 2.24% | 1,991,978 | $423M |
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