Peter Konieczny
AmcorAbout Peter Konieczny
Peter Konieczny, age 60, is Amcor’s Chief Executive Officer (CEO) and a director since 2024. He served as Interim CEO from April–September 2024 before being appointed CEO in September 2024 . Company performance under his leadership in FY2025 included net sales of $15,009 million, GAAP net income of $511 million, adjusted EBIT of $1,723 million, adjusted EPS of 71.2 cents per share, and adjusted free cash flow of $926 million; however, relative TSR ranked at the 21st percentile and average 3‑year adjusted EPS growth was −0.4%, below LTI thresholds . The FY2025 CEO pay ratio was 119:1 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amcor plc | CEO | Sep 2024–present | Leads global packaging operations; deep commercial and operational expertise |
| Amcor plc | Interim CEO | Apr 2024–Sep 2024 | Oversaw transition and strategic execution |
| Amcor plc | Chief Commercial Officer | 2020–Apr 2024 | Drove global commercial agenda across business groups |
| Amcor Flexibles EMEA & Latin America | President | 2019–2020 | Led regional operations and growth initiatives |
| Amcor Flexibles EMEA | President | 2015–2019 | Managed EMEA portfolio; operational performance |
| Amcor Specialty Cartons | President | 2010–2015 | Led specialty packaging unit |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Silgan White Cap | President | Not disclosed | Global closures for food & beverage; relevant packaging leadership |
| Heavy industrial equipment industry | Managing Director, CFO | Not disclosed | Finance and operations leadership in industrials |
| McKinsey & Company | Management Consultant | Not disclosed | Strategy and execution capabilities |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 1,474,000 | 1,822,278 |
| All Other Compensation ($) | 334,656 | 355,732 |
Performance Compensation
| Component | Detail | FY2024 | FY2025 |
|---|---|---|---|
| STI Target (% of base) | CEO target as % of salary | Not disclosed | 120% |
| STI Range | Payout range | Not disclosed | 0–240% |
| STI Actual (% of base) | Actual payout vs base | Not disclosed | 71% |
| STI Cash Paid ($) | Annual cash bonus | 961,646 | 1,403,397 |
| STI Deferred Equity ($) | 50% of STI as RSUs | Not disclosed | 701,698 |
| STI Deferred RSUs (#) | RSUs granted for STI | Not disclosed | 76,473 |
| LTI Performance Shares (#) | Target PSUs granted | 321,700 (2024 grant) | 382,000 (2025 grant) |
| LTI Options (#) | Target options granted | 455,700 (2024 grant) | 544,800 (2025 grant) |
| Option Strike ($/sh) | Exercise price | 9.35 (2024 grant) | 11.12 (2025 grant) |
| Options Expiration | Expiry date | 9/15/2033 | 9/16/2034 |
| LTI Grant-date Fair Value ($) | PSUs + Options | 4,049,852 + 660,765 | 3,879,938 + 996,984 |
FY2025 STI Scorecard Details
| Metric category | Weighting | Target | Actual | Payout impact | Notes |
|---|---|---|---|---|---|
| Safety | 5% | Reduce TRIR | TRIR 0.27; target missed | Negative | 68% sites injury-free >12 months |
| Financial | 75–80% | Net sales, GAAP NI, Adj EPS, Adj EBIT, FCF | Net sales $15,009m; GAAP NI $511m; Adj EPS 71.2c; Adj EBIT $1,723m; FCF $926m | Partial payout | Focus on consolidated metrics |
| Strategy & Org Dev | 15–20% | Talent, projects, sustainability | Partly met | Partial payout | Progress on strategic projects & talent |
LTI Design and FY2025 Context
- 3-year performance period (FY2025 grants: Jul 1, 2024–Jun 30, 2027) .
- 50% based on constant-currency adjusted EPS growth with RoAFE ≥12% gateway: 3% avg annual EPS growth → 25% vest; 5% → 50%; 10% → 100%; <3% or RoAFE <12% → 0% .
- 50% based on relative TSR vs peer group: 35th percentile → 25% vest; 50th → 50%; 75th → 100%; <35th → 0% .
- FY2025 outcomes indicate relative TSR at the 21st percentile and 3-year adjusted EPS growth −0.4% (missed), consistent with zero vesting of FY2022 awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 848,870 shares; “less than 1%” of outstanding indicated by asterisk in table |
| Shares acquirable within 60 days | 372,227 (e.g., options/rights) |
| Options – Exercisable | 130,700 (2022 grant, 12.40 strike, exp. 10/31/27); 241,527 (2021 grant, 11.21 strike, exp. 10/31/26) |
| Options – Unexercisable/Unearned | 544,800 (2025 grant, 11.12 strike, exp. 9/16/34); 455,700 (2024 grant, 9.35 strike, exp. 9/15/33) |
| RSUs – Outstanding | 48,766 (2025 STI Deferred); 18,214 (2024 STI Deferred) |
| RSUs – Market value | $448,160 (2025); $167,387 (2024) at $9.19/share |
| PSUs – Outstanding | 382,000 (2025 grant); 321,700 (2024 grant) |
| Ownership guidelines | CEO required to hold shares equal to 500% of base salary; attainment within 5 years; excludes options/unvested awards |
| Hedging/pledging | Award agreements restrict hedging/pledging; board may cancel/forfeit upon breach; Insider Trading Policy prohibits short-selling/derivatives except plan awards |
| 2025 vests/exercises | 104,762 shares vested ($1,177,323); no option exercises reported for CEO |
Key Vesting Dates and Potential Supply
| Award | Grant date | Vesting/Outcome |
|---|---|---|
| STI RSUs (2025) | Sep 16, 2024 | Vest by Sep 1, 2026 |
| STI RSUs (2024) | Sep 15, 2023 | Vested Aug 28, 2025 |
| LTI Options/PSUs (2025) | Sep 16, 2024 | 3-year performance through FY2027; vesting contingent on EPS/TSR |
| LTI Options/PSUs (2024) | Sep 15, 2023 | 3-year performance through FY2026; contingent vesting |
| LTI (2022 award) | Sep 15, 2022 | No amounts earned (missed thresholds) |
Employment Terms
| Provision | CEO – Peter Konieczny |
|---|---|
| Termination without cause or “good leaver” (while serving as CEO) | 12 months base salary; any previously earned STI paid in cash; pro‑rated STI for year of termination (cash); full vesting of all outstanding STI RSUs within 30 days; RSUs granted at appointment as Interim CEO vest within 30 days; other equity awards for which ≥½ of performance/vesting period completed continue to vest pro‑rata per terms |
| Estimated value of accelerated vesting (as of 6/30/2025) | ~$3,866,107 (incremental upon qualifying termination) |
| Change in Control (CIC) Plan adopted Sept 23, 2025 | Double trigger; CEO receives cash severance equal to 2x base salary + target bonus; pro rata bonus; accelerated equity vesting; limited post‑employment healthcare for U.S. participants |
| Clawback | SEC/NYSE-compliant recoupment policy effective Oct 2, 2023; plus board discretionary clawback for fraud, dishonesty, breach, misstatement |
| Hedging/pledging | Prohibited per award agreements and Insider Trading Policy |
Board Governance and Director Service
- Director since 2024; serves on the Executive Committee alongside independent directors; Executive Committee may act between full board meetings as needed; independent director Stephen Sterrett chairs the Executive Committee .
- Board met 14 times in FY2025; all directors attended at least 75% of board and committee meetings; executive sessions are held regularly without non‑independent directors; Amcor has an independent Chairman (Graeme Liebelt) and independent Deputy Chairman (Stephen Sterrett) .
- All committee members (Audit, Compensation, Nominating & Corporate Governance) are independent per NYSE standards; the CEO is not independent, mitigating dual‑role concerns through independent leadership and committee structures .
Committee Membership
| Committee | Role |
|---|---|
| Executive Committee | Member |
Director Compensation (context for governance; CEO-as-director)
Non-executive directors receive cash retainers, RSUs, and committee/deputy chair fees; the Chair retainer is $541,500 (50% cash/50% RSUs), and other directors receive $285,500 ($135,500 cash/$150,000 RSUs), with additional committee fees. Minimum director shareholding equals 5x cash retainer over five years. CEO director compensation is not disclosed (typical practice is executives do not receive additional director fees) .
Compensation Committee and Peer Group
- Compensation Committee: Tom Long (Chair), Achal Agarwal, Lucrèce Foufopoulos‑De Ridder, Jill A. Rahman; recommended CD&A inclusion; met 7 times in FY2025 .
- LTI TSR Peer Group includes packaging and consumer companies (e.g., Sealed Air, Ball, Crown, Mondelēz, Unilever); FY2025 peer group adjustments included adding Packaging Corporation of America and replacing WestRock with Smurfit WestRock; FW Cook provided input on peer group decisions .
Pay Versus Performance and TSR Context
| Year | CEO SCT Total ($) | CEO Compensation Actually Paid ($) | TSR – $100 initial value | Peer Group TSR – $100 initial value | Net Income ($mm) | Adjusted EPS ($) |
|---|---|---|---|---|---|---|
| FY2024 | 7,480,919 | 6,959,258 | 112.81 | 169.26 | 740 | 0.702 |
| FY2025 | 8,458,329 | 5,072,024 | 111.43 | 172.42 | 518 | 0.712 |
Related Party Transactions and Compliance
No related party transactions meeting Item 404 thresholds in FY2025; Section 16(a) compliance was timely with two late Form 4s attributed to other individuals (not the CEO) .
Capital Structure Consideration: Reverse Stock Split
If the proposed 5‑for‑1 reverse stock split is approved, option exercise prices and award share counts will adjust proportionately, and targets tied to share counts will be proportionally adjusted; market capitalization itself is not directly affected by the split mechanics .
Investment Implications
- Pay-for-performance linkage is functioning: FY2022 LTI awards paid zero, and FY2025 scorecard shows only partial STI payout amid TSR underperformance and negative 3‑year EPS growth; this ties realized pay to outcomes and limits windfalls in weaker periods .
- Near-term supply risk from vesting appears moderate: FY2025 CEO had 104,762 shares vest and no option exercises; upcoming STI RSUs from 2025 vest by Sep 1, 2026, while major LTI awards vest in FY2026–FY2028 contingent on performance, tempering immediate selling pressure .
- Strong alignment safeguards: 500% salary ownership requirement, hedging/pledging prohibitions, and clawbacks reduce misalignment and signal governance rigor .
- Retention economics: CEO termination without cause includes 12 months salary and significant accelerated equity vesting (~$3.9m estimate at FY2025), with new CIC plan providing 2x salary+target bonus on double trigger; investors should weigh retention benefits against potential change‑in‑control costs .
- TSR peer benchmarking and independent board leadership mitigate dual‑role risks from CEO serving on the board; independent chair, independent committees, and regular executive sessions reduce governance concerns .
- Potential technical impact: If reverse split is executed, expect mechanical adjustments to outstanding equity awards and option strike prices, which may affect dilution optics and award accounting without fundamental value change .