L. Frederick (Fred) Stephan
Chief Operating Officer, Global Flexibles at AMCR
Executive
About L. Frederick (Fred) Stephan
Chief Operating Officer, Global Flexible Packaging Solutions at Amcor (AMCR). Age 60. Roles over last five years: COO Global Flexibles (2024–2025), President, Amcor Flexibles North America (2019–2024); previously President, Bemis North America (2017–2019) and SVP/GM, Insulation Systems at Johns Manville (2011–2017) . Company performance context in FY2025: net sales $15,009m, GAAP net income $511m, adjusted EBIT $1,723m, adjusted EPS 71.2c, adjusted FCF $926m; relative TSR performance at the 21st percentile led to 0% vesting of the FY2022 LTI cycle, underscoring disciplined pay-for-performance outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amcor | COO, Global Flexible Packaging Solutions | 2025–present | Leads combined global flexibles platform post-merger integration, accountable for growth, cash and returns in largest segment . |
| Amcor | COO, Global Flexibles | 2024–2025 | Drove flexibles operational performance and cost actions ahead of Berry merger close . |
| Amcor | President, Amcor Flexibles North America | 2019–2024 | Led NA flexibles portfolio; commercial execution and footprint optimization . |
| Bemis | President, Bemis North America | 2017–2019 | Ran Bemis NA operations pre-integration into Amcor; managed turnaround and integration readiness . |
| Johns Manville | SVP & GM, Insulation Systems | 2011–2017 | P&L leadership; operational excellence and market expansion . |
External Roles
- No external public-company directorships disclosed for Mr. Stephan in the executive officers section covering the last five years .
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary (paid) | $1,027,194 | $1,045,440 | $1,130,807 |
| All Other Compensation (benefits, DC contributions, etc.) | $163,543 | $110,287 | $126,864 |
| All Other detail (FY2025): Non-monetary benefits | $14,400 | ||
| Employer DC contributions (FY2025) | $110,397 |
- Current salary rate per COO Letter Agreement (effective Sept 5, 2024): $1,150,000 annual base salary .
Performance Compensation
Annual STI (Short-Term Incentive) – FY2025
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Safety | 5% (CEO/CFO template; NEOs had role-specific scorecards) | Not disclosed | Target missed (company-level) | Included in below aggregate |
| Financial (Amcor + business group) | 75–80% (CEO/CFO template; NEO-specific) | Not disclosed | Partly met | Included in below aggregate |
| Strategy & Org Development | 15–20% (CEO/CFO template; NEO-specific) | Not disclosed | Partly met | Included in below aggregate |
| STI Target as % of Salary | 100% | — | — | — |
| STI % Actual | — | — | 38% | — |
| Cash STI Paid (USD) | — | — | — | $424,581 |
| Deferred Equity (50% of cash STI) | — | — | — | $212,291; 23,136 RSUs |
Notes:
- STI-Deferred Equity awards are delivered as RSUs vesting two years after payment; FY2024 STI RSUs vested Aug 28, 2025; FY2025 STI RSUs vest by Sep 1, 2026 .
Long-Term Incentive (LTI)
- Structure and metrics for FY2025 grant (performance period Jul 1, 2024 – Jun 30, 2027): 50% adjusted EPS growth with RoAFE ≥12% gateway (3% CAGR = 25% vest; 10% CAGR = 100% vest), 50% relative TSR vs peer group (35th percentile = 25% vest; 75th = 100% vest). Linear interpolation; no vesting below thresholds .
- FY2022 LTI cycle outcome (vested in FY2025): 0% vesting; both TSR and adjusted EPS below threshold .
| LTI Element (for FY2025 grant date 9/16/2024) | Target/Max | Key Terms |
|---|---|---|
| Performance Shares (PSUs) | Target: 112,250; Max: 224,500 | 3-year performance; vesting FY2028 subject to EPS/RoAFE and TSR conditions . |
| Share Options | Target: 160,100; Max: 320,200; Exercise price $11.12; Expiry 9/16/2034 | 3-year performance; vest FY2028 if conditions met; Black-Scholes/Monte Carlo valuation . |
| Grant-date Fair Values (FY2025) | PSUs: $1,867,840; Options: $585,966 | — |
Multi-Year Summary Compensation
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $1,027,194 | $1,045,440 | $1,130,807 |
| Stock Awards (incl. STI-deferred equity, PS/RSUs) | $1,727,557 | $3,430,772 | $2,080,131 |
| Option Awards | $533,690 | $501,555 | $585,966 |
| Non-Equity Incentive Plan Compensation (Cash STI) | $309,374 | $527,237 | $424,581 |
| All Other Compensation | $163,543 | $110,287 | $126,864 |
| Total | $3,761,358 | $5,615,291 | $4,348,349 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (as of Sep 8, 2025) | 511,345 shares; includes securities acquirable within 60 days (note: within-60-day amounts include options/RSUs) |
| Shares Outstanding (as of record date) | 2,308,359,941 shares |
| Beneficial Ownership % | ~0.022% (calculated from 511,345 / 2,308,359,941; sources: ) |
| Options Exercised in FY2025 | 0 |
| Stock Awards Vested in FY2025 | 84,058 shares; $938,087 value realized |
Outstanding equity at FY2025 year-end (select items):
| Instrument | Grant Year | Status at 6/30/2025 | Key Terms |
|---|---|---|---|
| STI Deferred RSUs | 2025 | 26,737 unvested; $245,713 MV | Vest by Sep 1, 2026 . |
| STI Deferred RSUs | 2024 | 15,585 unvested; $143,226 MV | Vested Aug 28, 2025 . |
| SERSP RSUs | 2024 | 170,000 unvested; $1,562,300 MV | Vest Feb 27, 2026 . |
| Performance Shares (PSUs) | 2025 | 224,500 unearned (max); $2,063,155 MV | 3-year performance to FY2027; vest FY2028 if earned . |
| Performance Shares (PSUs) | 2024 | 244,200 unearned (max); $2,244,198 MV | As above . |
| Share Options | 2025 | 320,200 unearned; $11.12 strike; exp 9/16/2034 | OTM at 6/30/25 price $9.19 . |
| Share Options | 2024 | 345,900 unearned; $9.35 strike; exp 9/15/2033 | Slightly OTM vs $9.19 . |
| Share Options | 2022 | 97,025 exercisable; $12.40; exp 10/31/2027 | OTM vs $9.19 . |
| Share Options | 2021 | 171,513 exercisable; $11.21; exp 10/31/2026 | OTM vs $9.19 . |
Policies enhancing alignment and risk control:
- Stock ownership guidelines: CEO 500% of salary; CEO direct reports (incl. NEOs like Stephan) 300% of salary; 5-year compliance window .
- Hedging and pledging prohibited in award agreements; violations can trigger cancellation/forfeiture; insider trading policy restricts derivatives and short selling .
- Compensation recovery (clawback) policy aligned with SEC/NYSE; Board also maintains broader clawback for misconduct/misstatements .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreements | Employment Agreement dated June 21, 2019 (Amcor Flexibles North America, Inc.) . COO Letter Agreement dated Sept 5, 2024 (comp terms for COO) . Additional Letter Agreement dated Apr 30, 2025 (Amcor Flexibles North America, Inc.) . |
| Base Salary (COO) | $1,150,000 annualized . |
| STI Target | 100% of base salary (0–200% payout range) . |
| STI Deferred Equity | Annual RSU grant valued at 50% of cash STI payout . |
| LTI Target | 225% of base salary grant-date fair value . |
| Notice Period | Executive resignation notice period changed to 6 months; company termination without cause: 12-months’ notice or pay in lieu . |
| Severance (without cause; as of FYE 2025) | 12 months’ base salary; estimated $1,150,000 . |
| Change-in-Control (adopted 9/23/2025) | Double-trigger CIC plan for covered executives: cash severance equal to 1x base salary + target bonus, pro rata bonus, accelerated equity vesting, limited post-employment healthcare for U.S. participants . |
| Restrictive Covenants | Executive services agreements include obligations regarding conflicts, confidentiality, IP, and competitive activity post-termination for a restricted period (duration not specified in proxy) . |
| Clawbacks/Hedging/Pledging | Clawback per SEC/NYSE; board-level clawback; hedging/pledging of awards prohibited . |
Additional Data Highlights
- 2025 Grants of Plan-Based Awards (Mr. Stephan): PSUs Target 112,250; Options Target 160,100; PSUs grant-date FV $1,867,840; Options grant-date FV $585,966; grant 9/16/2024 at $11.12 exercise price .
- 2025 Nonqualified Deferred Compensation (Mr. Stephan): Company contribution $85,897; aggregate balance $2,079,785 at FY-end .
- 2025 Option Exercises and Stock Vested (Mr. Stephan): Options exercised: 0; Shares vested: 84,058; value on vesting $938,087 .
- Say-on-Pay (Nov 6, 2025 AGM): Approved; votes for 1,499,031,651; against 153,189,371; abstain 8,759,905 .
Investment Implications
- Pay-for-performance alignment: FY2022 LTI cycle vested at 0% (below-threshold TSR and EPS), and Stephan’s FY2025 STI paid at 38% of salary (below target), evidencing downward sensitivity of realized pay to underperformance—supportive for governance, but suggesting limited near-term equity inflows for this NEO .
- Near-term selling pressure: Upcoming time-based vesting events (SERSP 170,000 vesting Feb 27, 2026; FY2025 STI RSUs vest by Sep 1, 2026) represent potential supply; options are out-of-the-money at FY-end ($9.19 vs $9.35/$11.12/$11.21/$12.40), tempering option-related exercise/sell pressure absent price appreciation .
- Retention and risk: Severance is modest (12 months’ base) and CIC protection is standard double-trigger at 1x salary+target bonus—adequate but not rich; combined with material unvested equity and ownership guidelines (300% of salary), this supports retention and alignment without excessive parachutes .
- Execution watch items: Flexibles leadership accountability and FY2025 outcomes (company-level TSR/EPS shortfalls vs LTI thresholds, below-target STI for Stephan) imply execution risk in achieving EPS growth and TSR hurdles through FY2027; monitor intra-year operating KPIs, synergy capture from Berry integration, and segment margin trajectory as primary levers for LTI vesting probability .