Stephen R. Scherger
Executive Vice President and Chief Financial Officer at AMCR
Executive
About Stephen R. Scherger
Stephen R. “Steve” Scherger is Executive Vice President and Chief Financial Officer of Amcor, effective November 10, 2025 (age 61) . He brings 30+ years of finance, operations, and strategy experience in packaging, including a decade as CFO of Graphic Packaging (NYSE: GPK). During his GPK tenure (2015–2025), net sales more than doubled to nearly $9 billion and net income nearly tripled, highlighting a track record of value creation through M&A integration and operational execution . At Amcor, he steps in during the post-merger integration with Berry Global, a period management characterizes as focused on synergy realization and portfolio optimization amid integration and leverage risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graphic Packaging (NYSE: GPK) | CFO | 2015–2025 | Led transformation into the largest fiber-based packaging producer; supported integration and synergy realization across multiple large acquisitions; net sales doubled to nearly $9B; net income nearly tripled . |
| Graphic Packaging | SVP, Finance | 2014–2015 | Senior finance leadership preceding CFO role . |
| Graphic Packaging | SVP, Consumer Packaging | 2012–2014 | Direct responsibility for a $2.1B business, ~6,000 employees, 28 plants . |
| MeadWestvaco | Various finance, ops, strategy roles; ultimately President, Beverage & Consumer Electronics | ~1987–2012 | Led a $1.3B business within MWV; broad leadership across finance, operations, and strategy . |
External Roles
| Organization | Role | Committee/Responsibilities | Years |
|---|---|---|---|
| Middleby Corporation (NASDAQ: MIDD) | Director | Audit Committee member; Chair, Compensation Committee | Current |
Fixed Compensation
| Component | Key Terms | Amount/Multiple | Timing/Vesting |
|---|---|---|---|
| Base Salary | Annual base | $1,000,000 | Ongoing (review Oct 2026) |
| Annual Cash Bonus (MIP) – Target | % of base salary | 100% of base salary | FY2026 pro-rated from appointment date; paid if employed on pay date |
| Annual Cash Bonus (MIP) – Range | Payout range vs target | 0%–200% of base salary | Based on performance targets set by company |
| Sign-on Cash | One-time | $500,000 | Payable Feb 2026 |
| SERSP Retention RSUs | Time-based RSUs | $2,300,000 grant value | 50% vests one year from appointment (Nov 10, 2026), 50% vests two years from appointment (Nov 10, 2027) |
Performance Compensation
| Incentive | Metric(s) | Target/Size | Payout Mechanics | Vesting/Other Terms |
|---|---|---|---|---|
| Annual LTIP Award | Mix of PSUs, RSUs, and/or stock options (mix at company discretion) | Target grant-date fair value = 300% of base salary | Performance targets set by company; FY26 grant pro-rated from appointment | Vesting subject to continued employment and plan terms |
| Special LTIP “Flex-up” Award | PSUs and stock options | Target grant-date fair value = 195% of base salary | One-time grant at appointment | Vesting subject to continued employment and plan terms |
| LTIP Performance Conditions (Plan-wide) | Adjusted EPS growth with RoAFE hurdle and TSR performance | Not disclosed | Earn-out based on plan tests; options/performance shares vest conditional on achieving performance | Standard LTIP vesting and exercise windows per plan |
| Annual Cash Bonus (MIP) | Company-set performance scorecard | Target 100% of base; 0–200% range | Must be employed on payment date; FY26 pro-rated | Cash payout timing per plan |
Notes:
- Specific weightings, targets, and FY26 scorecard metrics were not disclosed in the offer letter. The company’s LTIP broadly uses adjusted EPS growth with a RoAFE hurdle and TSR measures, consistent with Amcor’s plan disclosures .
Equity Ownership & Alignment
- Minimum shareholding requirement: Hold Amcor shares equal to 3x base salary within 5 years of appointment .
- Beneficial ownership at appointment: Not disclosed in the 8-K; no related-party transactions disclosed .
- Pledging/hedging: Not disclosed in the offer letter/8-K.
- Alignment levers:
- Significant equity mix (LTIP 300% of salary target plus Flex-up 195%) ties compensation to long-term shareholder outcomes .
- Near-term retention RSUs ($2.3M SERSP) split 1-year and 2-year vesting provides immediate stickiness and potential future liquidity events .
Employment Terms
| Term | Details |
|---|---|
| Start Date / Role | EVP & CFO effective November 10, 2025 |
| Employment Term | No fixed term; employment may be terminated by Amcor with or without notice/cause; at-will framing with severance eligibility |
| Executive Notice Period | Executive may resign with 6 months’ written notice |
| Severance (Non-CIC) | Eligible for Severance Plan: 12 months’ base salary, payable in installments or lump sum at company discretion, subject to release |
| CIC Protection | Double-trigger plan adopted Sept 23, 2025: for non-CEO participants (incl. CFO), severance equals 1x base salary plus target bonus, pro rata bonus, accelerated equity vesting, and limited post-employment healthcare for U.S. participants upon qualifying termination in connection with a change in control |
| Non-Compete | 12 months post-termination; restrictions on joining competitors in jurisdictions where Amcor operates when role is similar or likely to use confidential info |
| Non-Solicit | 12 months: applies to customers and employees/individual service providers |
| Confidentiality & IP | Perpetual confidentiality and assignment of inventions obligations |
| Location/Relocation | Based in Deerfield, IL; relocation support with repayment schedule if departure within 2 years |
Performance & Track Record
| Context | Quantitative/Qualitative Highlights |
|---|---|
| Graphic Packaging (2015–2025) | Net sales more than doubled to nearly $9B; net income nearly tripled; supported integration and synergy realization for multiple large acquisitions . |
| Operational scope | Led a $2.1B business segment (6,000 employees, 28 plants) prior to CFO role; earlier led a $1.3B business at MeadWestvaco . |
Execution context at Amcor:
- Joins during a complex post-merger integration with Berry Global, with risks including integration, potential unexpected costs, leverage/interest rate sensitivity, and execution of synergy capture and portfolio optimization .
Risk Indicators & Red Flags
- Related party transactions: None disclosed for Mr. Scherger .
- Clawbacks/tax gross-ups: Not disclosed in the offer letter/8-K.
- Legal/SEC investigations: Not disclosed specific to Mr. Scherger; standard company risk factors cited .
- Hedging/pledging: Not disclosed.
Compensation Structure Analysis
- Mix skews to equity with meaningful at-risk pay: LTIP (300% target) plus Flex-up (195%) and a $2.3M time-based RSU retention grant .
- Near-term guaranteed elements: $1.0M base and $0.5M sign-on cash (Feb 2026) .
- Performance linkage: LTIP aligned to adjusted EPS growth with RoAFE and TSR, in line with shareholder value creation metrics .
- Severance/CIC economics: Market-standard Severance Plan (12 months’ base) and double-trigger CIC (1x base+target bonus for non-CEO) support retention while limiting windfalls vs. peers .
Vesting Schedules and Potential Selling Pressure
- SERSP RSUs: 50% vest on Nov 10, 2026; 50% on Nov 10, 2027, creating potential liquidity events near those dates (subject to trading windows/blackouts) .
- LTIP Annual and Flex-up awards: Performance-based vesting per plan; specific vest dates will depend on grant agreements and performance assessments (common tests include adjusted EPS growth, RoAFE hurdle, TSR) .
Equity Ownership & Alignment Table
| Item | Status |
|---|---|
| Beneficial ownership (shares/%) | Not disclosed in 8-K |
| Ownership guideline | 3x base salary, within 5 years |
| Pledging/Hedging | Not disclosed |
| Compliance status | New appointee; 5-year runway to comply |
Investment Implications
- Alignment and retention: Large front-loaded equity (SERSP $2.3M over 2 years) and high ongoing LTIP target (300% salary) align the CFO with shareholder outcomes and reduce near-term flight risk; a 12-month non-compete/non-solicit further stabilizes tenure .
- Pay-for-performance: LTIP tied to adjusted EPS growth with RoAFE and TSR should incentivize profitable growth and capital discipline, consistent with Scherger’s prior track record at GPK integrating acquisitions and scaling earnings .
- Change-in-control risk/reward: Double-trigger CIC terms (1x base+target bonus for non-CEO) provide standard protections without excessive parachute risk; accelerated vesting could be value-relevant in strategic scenarios .
- Trading signals: Watch potential liquidity events around the SERSP vesting dates (Nov 2026 and Nov 2027); actual selling subject to trading windows and personal diversification strategy .
- Execution risk: Near-term focus is on Berry integration and synergy realization amid leverage and macro/FX cost pressures noted by the company; CFO credibility in integration and cost management will be a key driver of estimate revisions and multiple support .
Sources: Amcor 8-K (Oct 9, 2025) appointing Scherger and disclosing offer letter terms ; press release background/performance record ; Amcor 2025 Proxy Statement (DEF 14A) for LTIP metric design and CIC plan adoption .