Graeme Liebelt
Chairman of the Board at AMCR
Board
About Graeme Liebelt
Graeme Liebelt is Independent Chairman of the Board at Amcor plc, age 71, serving since 2012. He is a Fellow of the Australian Academy of Technological Sciences and Engineering and a Life Fellow of the Australian Institute of Company Directors, with deep leadership experience in global manufacturing and operations, making him particularly qualified to chair Amcor’s Board . The Board explicitly notes he is independent, and he currently serves as Chairman with a Deputy Chairman structure in place .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orica Limited | Managing Director & Chief Executive Officer | 2005–2012 | Led a global industrials business; manufacturing/operations expertise |
| Orica Group | Executive Director | 1997–2012 | Senior leadership/board experience |
| ICI Australia/Orica group | Managing Director, Dulux Australia | 1989–2012 | Consumer/industrial coatings leadership |
| Incitec Ltd | Chairman | 1989–2012 | Agribusiness governance experience |
| Incitec Pivot Ltd | Director | 1989–2012 | Industrial chemicals governance |
| Orica Mining Services | Chief Executive | 1989–2012 | Mining services operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Australian Foundation Investment Company Limited | Director | Current | Listed investment company; long-term investment oversight |
| Australia and New Zealand Banking Group Limited | Director | Previous | Large Australian bank; prior directorship |
| DuluxGroup Ltd | Director | Previous | Paints/coatings; prior directorship |
Board Governance
| Fiscal Year | Board Role | Committee Memberships | Committee Chair Roles | Independence | Attendance |
|---|---|---|---|---|---|
| FY2025 | Independent Chairman | Not listed on Audit, Compensation, NG, or Executive (Exec Committee members: Sterrett, Konieczny, Chipchase, Long) | None | Independent | Each Director attended ≥75% of Board and committee meetings; Board met 14 times |
| FY2024 | Independent Chairman | Executive Committee member (Exec Committee: Liebelt, Long, Nayar; did not meet) | None | Independent | Each Director attended ≥75%; Board met 10 times |
- Executive sessions: Independent Directors meet in executive session at each regular Board meeting, chaired by the Independent Chairman .
- Board leadership: Independent Chairman with Independent Deputy Chairman (Stephen E. Sterrett) in FY2025 .
- Board refreshment and diversity: Ongoing refreshment; mandatory retirement at 75; “All Director nominees, other than CEO, are independent” .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Chair Retainer (structure) | $541,216; delivered 50% cash / 50% RSUs | $541,500; delivered 50% cash / 50% RSUs |
| Fees Earned or Paid in Cash (Liebelt) | $287,835 | $268,120 |
| Stock Awards (RSUs) (Liebelt) | $270,609 | $270,750 |
| Employer Pension Contributions (Liebelt) | $17,957 | $18,869 |
| Total Director Compensation (Liebelt) | $576,402 | $557,740 |
| Committee Fees (schedule) | Audit Chair $32,473; Audit Member $16,236; Comp Chair $21,648; Comp Member $10,824; NG Chair $16,236; NG Member $7,577; 50% cash/50% RSUs delivery | Deputy Chair $40,000 (cash); Audit Chair $32,500; Audit Member $16,500; Comp Chair $25,000; Comp Member $11,000; NG Chair $20,000; NG Member $8,000; Committee fees paid 100% cash |
| Minimum Shareholding Requirement (Directors) | 5× cash retainer over five years | 5× cash retainer over five years |
Notes:
- Beginning December 1, 2025, directors other than the Chair will receive $170,000 in RSUs (up from $150,000) .
- The Chair does not receive additional committee fees .
Performance Compensation
| Component | Grant Type | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director Equity | Time-based RSUs | Retainer RSUs vest per plan schedule | No director-specific performance metrics disclosed; director pay is fixed retainer plus RSUs |
Amcor’s performance-based metrics (Adjusted EPS growth, RoAFE ≥12%, relative TSR) apply to executive LTI and STI programs, not to non-executive director compensation .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | Australian Foundation Investment Company Limited |
| Prior boards | Australia and New Zealand Banking Group Limited; DuluxGroup Ltd |
| Potential interlocks/conflicts | No related-party transactions involving Directors meeting Item 404 thresholds in FY2025 or FY2024 |
Expertise & Qualifications
- Global manufacturing and operations, with CEO experience at Orica and leadership across ICI Australia/Orica businesses .
- Technical and governance credentials: Fellow of the Australian Academy of Technological Sciences and Engineering; Life Fellow of the Australian Institute of Company Directors .
- Board independence and leadership as Chairman, with structured oversight of risk, human capital, cybersecurity, and ESG through Board and committee frameworks .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sept 8, 2025 | 225,714 | <1% | Per Security Ownership table; percent marked “*” for <1% |
| Sept 11, 2024 | 196,942 | <1% | Per Security Ownership table; percent marked “*” for <1% |
| Hedging/Pledging | Prohibited for equity awards; Insider Trading Policy bars short-selling and derivative trading (except plan awards) | ||
| Director Ownership Guideline | 5× cash retainer value over five years; individual compliance status not disclosed |
Governance Assessment
- Board effectiveness: Independent Chairman structure with regular executive sessions enhances oversight; all nominees (except CEO) are independent; Board refreshment and mandatory retirement at 75 mitigate entrenchment risk .
- Attendance and engagement: ≥75% attendance in FY2025 and FY2024; Chairman participates in shareholder engagement, including governance roadshows (FY2024) .
- Compensation alignment: Director pay is modest, balanced between cash and time-based RSUs; minimum ownership guideline (5× cash retainer) supports alignment; no director performance-based awards that could skew risk-taking .
- Ownership and insider practices: Liebelt’s ownership increased from 196,942 (FY2024) to 225,714 (FY2025); hedging/pledging prohibited; no Section 16(a) delinquency noted for Directors in FY2024; FY2025 delinquency noted only for specific non-director individuals (not Liebelt) .
- Conflicts/related parties: No related-party transactions disclosed in FY2025 or FY2024; committee independence affirmed across Audit, Compensation, and NG committees .
- Shareholder signals: Strong Say-on-Pay support (FY2025 vote: 1.499B For; annual frequency selected for say-on-pay), indicating investor confidence in governance and pay practices .
RED FLAGS
- Tenure risk: Long service (since 2012) can raise independence perception concerns, but Board maintains ongoing refreshment and mandatory retirement to counterbalance .
- External commitments: Current AFIC directorship; Board policy addresses overboarding and indicates no directors are overboarded under Amcor policy .
- No disclosed related-party transactions or pledging/hedging issues for Liebelt; no director meeting fees beyond standard retainer structure for the Chair .
Appendix: Voting Outcomes (FY2025 AGM)
| Item | Result |
|---|---|
| Re-election of Directors (including Liebelt) | Passed; Liebelt received 1,622,585,674 For, 31,672,594 Against, 6,722,659 Abstentions |
| Ratification of Auditor (PwC) | Passed; 1,756,948,016 For |
| Say-on-Pay (Advisory) | Passed; 1,499,031,651 For |
| Say-on-Pay Frequency | 1 Year selected; Board adopted annual votes |
| Reverse Stock Split | Approved; 1,749,623,711 For |