Sector: Materials
PACKAGING CORP OF AMERICA · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Beebe has served since 2008 and brings strong financial expertise as a former CFO; PKG's 3-year total shareholder return of +61.9% outperforms the compensation peer group median by +59.6 percentage points, well below the 65-point threshold needed to trigger a performance-based against vote, and she meets all attendance and independence requirements.
Farrington has served since 2015 and contributes relevant information technology and security expertise; PKG's strong stock performance versus peers clears all policy thresholds, he attended all meetings in 2025, and no other disqualifying flags apply.
Gowland joined in May 2024, placing her well within the 24-month new-director exemption from the TSR performance trigger, and she brings directly relevant legal, governance, and packaging industry experience from her career at Boise Inc.
Harman has served since December 2019 and brings deep paper and packaging industry policy expertise; PKG's relative stock performance comfortably clears all policy thresholds, she attended all 2025 meetings, and no disqualifying flags apply.
Kowlzan is the CEO and Chairman and has served as a director since 2010; as an executive director he is subject to the same TSR trigger as all other directors, but PKG's 3-year total shareholder return of +61.9% outperforms the peer group median by +59.6 percentage points, which does not meet the 65-point threshold required to fire a against vote, so no performance-based flag applies.
Lyons has served since 2011 and brings extensive financial and CEO-level experience; PKG's stock performance versus peers is well within policy limits, he attended all 2025 meetings, and the board has confirmed his independence despite the GATX commercial relationship being immaterial (under 0.1% of either company's revenue).
Mencoff has served since 1999 and contributes substantial operational and financial experience as a long-tenured private equity professional; PKG's relative stock performance clears all policy thresholds, he attended all 2025 meetings, and no overboarding, independence, or other disqualifying flags apply.
Porter has served since 2005 and brings business, government, and public policy experience relevant to PCA's regulatory environment; PKG's strong stock performance versus peers clears all policy thresholds, he attended all 2025 meetings, and no disqualifying flags apply.
Souleles has served since 2010 (and previously 1999–2008) and brings deep operational and financial expertise from his private equity career; PKG's 3-year TSR outperformance of +59.6 percentage points over the peer median does not reach the 65-point against-vote threshold, and no other disqualifying flags are present.
All nine director nominees receive a FOR vote. PKG's 3-year total shareholder return of +61.9% outperforms the company-disclosed compensation peer group median by +59.6 percentage points, which falls short of the 65-point threshold required to trigger a performance-based against vote under the strong-positive TSR tier. All nominees attended 100% of 2025 board and committee meetings. No director is overboarded, and all independent directors serving on audit and compensation committees have been confirmed independent. Karen Gowland, who joined in May 2024, is exempt from the TSR trigger as a director with less than 24 months of tenure.
CEO
Mark W. Kowlzan
Total Comp
$16,992,255
Prior Support
94%%
The CEO's total reported compensation of $16,992,255 for 2025 is within a reasonable range for a large-cap industrial company of PKG's size and complexity, and the pay structure is strongly performance-oriented: approximately 71% of the CEO's awarded compensation consists of long-term stock awards, two-thirds of which are tied to rigorous multi-year performance conditions based on return on invested capital and relative total shareholder return versus a peer group, well above the 50-60% variable pay threshold required by policy. PKG's 3-year total shareholder return of +61.9% significantly outperforms the peer group median by +59.6 percentage points, confirming that above-benchmark incentive payouts are justified by actual shareholder outcomes. Prior say-on-pay support exceeded 94% last year, the compensation program includes a meaningful clawback policy, robust stock ownership requirements (6x base salary for the CEO), and no single-trigger change-of-control vesting, all of which reflect sound compensation governance.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,705,000
Non-Audit Fees
$126,000
Non-audit fees for 2025 (audit-related fees of $16,000 plus other fees of $110,000 = $126,000) represent approximately 2.7% of audit fees of $4,705,000, which is well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and we default to FOR per policy. KPMG is a Big 4 firm fully appropriate for a company of PKG's size and complexity, and no material financial restatements were identified.
The 2026 PKG annual meeting presents three standard proposals: election of nine directors, ratification of KPMG as auditor, and an advisory say-on-pay vote. All three receive FOR votes — PKG's exceptional 3-year total shareholder return of +61.9% (outperforming the peer median by nearly 60 percentage points) supports the full director slate, the auditor fee structure is clean with non-audit fees at only 2.7% of audit fees, and the executive pay program is heavily performance-linked and well-aligned with shareholder outcomes. No stockholder proposals appear on this ballot.
19 companies disclosed in 2026 proxy filing
