Achal Agarwal
Director at AMCR
Board
About Achal Agarwal
Achal Agarwal is 66 and has served as an independent director of Amcor since 2021. He is a global consumer executive with four decades of experience, including senior leadership roles in Asia-Pacific, and holds a degree and MBA from the University of Delhi plus an Advanced Management Program from Wharton. He serves on Amcor’s Compensation Committee and is designated independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly-Clark | Global Chief Strategy & Transformation Officer | 2020–2021 | Led strategic transformation initiatives |
| Kimberly-Clark | President, Asia Pacific Region | 2012–2020 | Oversaw regional P&L and growth across developed/emerging markets |
| Kimberly-Clark | President, North Asia Region | 2008–2012 | Regional leadership across North Asia |
| PepsiCo | Chief Operating Officer – Beverages (Greater China) | 2002–2008 | Operations leadership in Greater China beverages |
| PepsiCo | Vice President, Beverages (China) | 1998–2002 | Commercial leadership in China beverages |
| PepsiCo | Market Unit General Manager – Beverages (India) | 1994–1997 | Country GM responsibilities |
| ICI India | Commercial Manager, Corporate | 1993–1994 | Corporate commercial management |
| ICI India | Commercial functions (Pharma, Agrochemical, Paints, Explosives) | 1981–1993 | Diverse commercial roles across industries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AVPN Limited | Chair | Jul 2025–present | Oversees network governance and strategy |
| SATS Ltd | Director | Aug 2016–present | Board member of Asia aviation services company |
| WWF Singapore’s Conservation Fund | Trustee | Undisclosed | Non-profit conservation trustee |
| WWF Singapore | Chair (previous) | Undisclosed | Prior board leadership in conservation |
| Singapore International Chamber of Commerce | Director (previous) | Undisclosed | Business chamber engagement |
| Asia Venture Philanthropy Network | Director (previous) | Undisclosed | Philanthropy network leadership |
| Singapore Business Federation | Director (previous) | Undisclosed | Business federation involvement |
Board Governance
- Independence: Board determined all nominees other than the CEO are independent; all Compensation Committee members (including Agarwal) are independent under NYSE standards .
- Committees: Compensation Committee member; the committee met 7 times in FY2025 and oversees CEO/director pay, executive pay plans, CD&A, and succession planning .
- Attendance: Board met 14 times in FY2025; each Director attended at least 75% of aggregate Board and applicable committee meetings; all then-current Directors attended the annual meeting .
- Leadership: Independent Chair (Graeme Liebelt) and independent Deputy Chair (Stephen Sterrett); split roles deemed appropriate .
| Governance Metric (FY2025) | Value |
|---|---|
| Board meetings held | 14 |
| Compensation Committee meetings | 7 |
| Agarwal independence status | Independent |
| Attendance threshold met | ≥75% for each Director |
Fixed Compensation
- Structure effective Dec 1, 2024: Directors other than the Chair receive a retainer delivered $135,500 in cash plus $150,000 in RSUs; committee chair/member fees paid in cash (Comp Committee Chair $25,000; Member $11,000). Minimum shareholding requirement for Directors is 5x cash retainer accumulated over five years . Beginning Dec 1, 2025, directors other than the Chair will receive $170,000 in equity (Board noted modest increases; implementation detail referenced) .
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $160,330 | $153,183 |
| Stock Awards ($) | $140,722 | $150,009 |
| Total ($) | $301,052 | $303,193 |
| Fee Schedule (Directors) | Amount |
|---|---|
| Director retainer (other than Chair): cash portion | $135,500 |
| Director retainer (other than Chair): RSUs | $150,000 (increased thereafter per Board) |
| Compensation Committee Chair fee | $25,000 |
| Compensation Committee Member fee | $11,000 |
Performance Compensation
- Director equity is delivered as RSUs tied to service; no director-specific performance metrics disclosed. However, the Compensation Committee (including Agarwal) uses the following company performance metrics for executive incentives, aligning pay with shareholder outcomes .
| Incentive Program | Metric | Target/Condition |
|---|---|---|
| Long-Term Incentive (LTI) | Adjusted EPS growth | 10% per annum for full vesting |
| Long-Term Incentive (LTI) | RoAFE | ≥12% |
| Long-Term Incentive (LTI) | Relative TSR | Upper quartile performance |
| Variable incentives (STI & equity) | Performance-based | 100% at risk, financial targets aligned with shareholder expectations |
| Clawback | Cash & equity | Board may cancel for fraud/dishonesty/misstatements; SEC/NYSE-compliant recovery policy for restatements |
| Hedging/Pledging | Prohibited | Equity award agreements and Insider Trading Policy restrict hedging/pledging by Directors |
Other Directorships & Interlocks
- Current public company board: SATS Ltd (ongoing since August 2016) .
- Non-profit/industry roles: AVPN Limited (Chair), WWF Singapore’s Conservation Fund (Trustee), prior roles at WWF Singapore, SICC, AVPN, Singapore Business Federation .
- Board policy on external commitments requires notification before joining other public company boards to assess capacity; Board example indicates attention to time commitments and attendance standards .
Expertise & Qualifications
- Education: Degree and MBA (University of Delhi); Advanced Management Program (Wharton) .
- Domain: Four decades in consumer goods, 30 years in Asia-Pacific leadership; deep operational, strategic, and transformation experience, including PepsiCo and Kimberly-Clark .
- Board contribution: Brings scalable growth and sustainability leadership to Amcor’s board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Achal Agarwal | 88,967 | <1% | Based on 2,308,359,941 shares outstanding as of Sep 8, 2025 |
| Director minimum shareholding guideline | 5x cash retainer | N/A | To be accumulated over five years |
| Hedging/Pledging | Prohibited | N/A | Violations may trigger cancellation/forfeiture |
No disclosure of pledged shares, vested vs. unvested breakdown, or deferred director equity elections for Agarwal was provided in the proxy .
Governance Assessment
- Independence & Engagement: Agarwal is independent and actively engaged via Compensation Committee membership; he is a signatory to the Compensation Committee Report, indicating oversight of CD&A inclusion and executive pay governance .
- Attendance & Capacity: Board-wide attendance met ≥75% thresholds in FY2025; Amcor requires notification before joining other public boards, reflecting discipline around director capacity. No concerns disclosed specific to Agarwal’s attendance or time commitments .
- Pay & Alignment: Director pay combines cash retainer and RSUs; minimum shareholding policy (5x cash retainer) strengthens alignment. Hedging/pledging prohibitions and clawback policies cover directors, mitigating misalignment and conduct risk .
- Conflicts & Related Parties: No related party transactions in FY2025 per Item 404; none flagged for Agarwal. Audit Committee standards require best-interest determination and arm’s-length equivalence for any related-party transactions .
- Compensation Committee Quality: Committee relies on independent consultants FW Cook and Willis Towers Watson; peer group reviewed and refreshed post-merger, suggesting robust benchmarking and process integrity .
RED FLAGS: None disclosed relating to Agarwal—no related-party transactions, no pledging/hedging, and attendance threshold met. Monitor evolving director equity levels after Dec 1, 2025 fee structure changes and any additional board commitments to ensure continued capacity and alignment .