Susan Carter
Director at AMCR
Board
About Susan Carter
Susan Carter, age 66, is an independent director of Amcor plc since 2021 and currently serves as Chair of the Audit Committee; she is a former public‑company CFO with deep expertise in financial reporting, GAAP, budgeting, capital markets financing and auditing, and holds a B.S. in Accounting (Indiana University) and an MBA (Northern Illinois University) . The Board has determined she is independent under NYSE standards and an “audit committee financial expert” alongside other Audit Committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingersoll‑Rand plc | Senior Vice President & Chief Financial Officer | 2013–2020 | Public‑company CFO experience; capital markets, investor relations |
| KBR, Inc. | Executive Vice President & Chief Financial Officer | 2009–2013 | Senior finance leadership |
| Lennox International Inc. | Executive Vice President & Chief Financial Officer | 2004–2009 | Senior finance leadership |
| Cummins, Inc. | Vice President & Corporate Controller/Chief Accounting Officer | 2002–2004 | Corporate controller/CAO |
| Honeywell International; DeKalb Corporation; Crane Co. | Senior financial and accounting roles | Prior | Earlier finance roles (previous) |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Stanley Black & Decker, Inc. | Director | Oct 2023–present | Audit Committee Member; Governance Committee Chair (2024) |
| ON Semiconductor Corporation | Director | Oct 2020–present | Audit Committee Chair |
| Pursuit Aerospace | Director | July 2023–present | — |
| Air Products and Chemicals, Inc. | Prior Director | — | — |
| Lyondell Chemical Company | Prior Director | — | — |
Board Governance
- Committee leadership: Audit Committee Chair; members include Stephen E. Sterrett, Graham Chipchase CBE, and Jonathan F. Foster; all committee members are independent and qualify as “audit committee financial experts” .
- Meeting cadence: Audit Committee met 6 times in FY2025; Board met 14 times; each director attended at least 75% of the aggregate of Board and relevant committee meetings, and all then‑current directors attended the annual shareholder meeting .
- Independence and leadership structure: All director nominees other than the CEO are independent; the Chairman (Graeme Liebelt) and Deputy Chairman (Stephen Sterrett) are independent, with regular executive sessions of independent directors at each regular Board meeting .
- Risk oversight: The Audit Committee oversees financial reporting, internal controls, independent auditor selection/compensation, internal audit performance, legal/ethical compliance, and reviews management’s cybersecurity risk framework and actions .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| FY2025 cash fees (Susan Carter) | $160,262 | Cash portion actually paid in FY2025 |
| FY2025 stock awards (Susan Carter) | $150,009 | RSUs; grant value as reported |
| FY2025 total (Susan Carter) | $310,271 | Sum of cash fees + stock awards |
| Director retainer (ex‑Chair) | $285,500 | Delivered $135,500 in cash + $150,000 in RSUs |
| Audit Committee Chair fee | $32,500 | Delivered 100% in cash |
| Audit Committee Member fee | $16,500 | Delivered 100% in cash |
| Compensation Committee Chair/Member | $25,000 / $11,000 | Delivered 100% in cash |
| Nominating & Corporate Governance Chair/Member | $20,000 / $8,000 | Delivered 100% in cash |
| Minimum shareholding requirement | 5× cash retainer | Accumulated over five years |
| RSU value change (effective Dec 1, 2025) | $170,000 | Increase from $150,000 for directors other than Chair |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; non‑employee director equity is delivered as RSUs as part of fixed retainer |
| Options/PSUs for directors | Not disclosed in director compensation; table reports RSUs/stock awards and cash fees for non‑executive directors |
Other Directorships & Interlocks
| External Company | Sector Adjacency to Amcor | Potential Interlock/Conflict |
|---|---|---|
| Stanley Black & Decker | Industrial/tools; may be end‑market packaging user | No related‑party transactions disclosed in FY2025 |
| ON Semiconductor | Semiconductors | No related‑party transactions disclosed in FY2025 |
| Pursuit Aerospace | Aerospace components | No related‑party transactions disclosed in FY2025 |
The company disclosed no related‑party transactions meeting Item 404 thresholds in FY2025; Audit Committee reviews and approves any related‑party transactions per policy .
Expertise & Qualifications
- Public‑company CFO track record (Ingersoll‑Rand, KBR, Lennox), with expertise in investor relations, capital markets, IT management, global management, accounting/finance; brings thorough understanding of financial reporting, GAAP, analytics, budgeting, capital markets financing, and auditing .
- Determined by the Board to be independent and an “audit committee financial expert”; Audit Committee members are financially literate under NYSE standards .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Sept 8, 2025) | 63,081 shares; less than 1% of outstanding |
| Shares outstanding reference | 2,308,359,941 shares (basis for percentages) |
| Ownership guideline | Directors must hold 5× cash retainer within five years; individual compliance status not disclosed |
| Pledging/hedging | Not disclosed for directors in the proxy |
Insider Trades
| Filing Date | Transaction Date | Form | Security | Amount | Note |
|---|---|---|---|---|---|
| May 9, 2025 | April 30, 2025 | Form 4 | Ordinary shares | 13,108 | Late Form 4 reported by company |
Governance Assessment
- Strengths: Independent director with deep CFO experience; Audit Committee Chair and audit financial expert; Audit Committee actively oversees financial reporting, internal control, auditor independence, and cybersecurity; Board structure includes independent Chair/Deputy Chair and regular executive sessions of independent directors, supporting robust oversight .
- Alignment: Director pay mixes cash with equity RSUs; minimum ownership guideline of 5× cash retainer over five years promotes alignment; Susan Carter held 63,081 shares as of Sept 8, 2025 .
- Engagement: Board met 14 times in FY2025; each director attended at least 75% of Board/committee meetings; all directors attended the annual shareholder meeting .
- Potential red flags: A late Form 4 was filed for Susan Carter related to 13,108 shares acquired on April 30, 2025; while disclosed, late filings can be a procedural compliance concern to monitor .
- Conflicts: No Item 404 related‑party transactions in FY2025; Audit Committee has explicit standards for reviewing/approving related‑party transactions .
- Workload/overboarding: Company states no directors are overboarded under Amcor’s policy; directors may serve on other boards subject to notification and review; continued monitoring of time commitments is prudent given multiple external roles .