Susana Suarez Gonzalez
Executive Vice President, Chief Human Resources Officer at AMCR
Executive
About Susana Suarez Gonzalez
Executive Vice President, Chief Human Resources Officer (CHRO) at Amcor (AMCR). Named a Named Executive Officer (NEO) for FY2025, she oversees global HR during the Berry Global merger integration and culture program. She joined Amcor in 2022 and was confirmed to remain CHRO for the combined Amcor-Berry organization in March 2025 . Prior roles include EVP, Chief HR & Diversity Officer at International Flavors & Fragrances (IFF) (2016–2022) and HR leadership at Fluor Corporation across multiple functions and geographies .
Company performance during her latest disclosed compensation year (FY2025): Net sales $15.009B, GAAP net income $511M, Adjusted EBIT $1.723B, Adjusted EPS 71.2c, Adjusted FCF $926M; LTI performance cycle ended FY2025 paid 0% due to TSR 21st percentile and negative 3-year EPS growth, underscoring pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Flavors & Fragrances (IFF) | EVP, Chief HR & D&I Officer; previously EVP, CHRO | 2016–2022 | Led global HR and D&I across major integrations; executive committee member . |
| Fluor Corporation | SVP, Global Operations & Centers of Expertise, HR; prior leadership roles in construction, marketing, sales, project engineering, HR | 1991–2016 | Built global HR operating model; cross-functional leadership improving execution and talent depth . |
External Roles
No public company directorships or external committee roles disclosed in Amcor proxy. (No disclosure in 2024/2025 DEF 14A) .
Fixed Compensation
| Component (USD) | FY2025 |
|---|---|
| Base Salary | $822,939 |
| All Other Compensation (benefits, retirement, relocation/tax, etc.) | $520,783 (includes $206,744 employer DC contributions; $176,034 relocation; $102,994 taxes; $34,313 benefits) |
| Total Fixed/Other | $1,343,722 |
Performance Compensation
Annual Cash + Deferred Equity (STI)
| Metric | Target Weight | Target | Actual (FY2025) | Payout |
|---|---|---|---|---|
| Safety | ~5% (CEO/CFO; NEOs had safety goals) | Reduce recordables | Target missed; TRIR 0.27; 68% sites injury-free | Reflected in lower score |
| Financial (Consolidated/business-unit) | 75–80% (CEO/CFO; NEOs tailored) | Net sales, EPS, EBIT, FCF | Net sales $15,009M; Adj EPS 71.2c; Adj EBIT $1,723M; Adj FCF $926M | Partly met |
| Strategy & Org Development | 15–20% | Talent, engagement, strategic projects | Partly met | Partly met |
| STI Mechanics for Susana | — | 80% of base; 0–160% range | 48% of base | Cash: $428,820; Deferred RSUs: $214,410 (23,367 RSUs at $9.18 VWAP) |
Notes: Deferred portion vests after two years; equity allocations at 5-day VWAP ending June 30, 2025 ($9.18) .
Long-Term Incentive (LTI)
- Structure (FY2025 grant year): 50% performance shares (PSUs), 50% options; 3-year performance period (Jul 1, 2024 – Jun 30, 2027) .
- EPS leg: 3% avg annual Adj EPS growth = 25% vesting; 5% = 50%; 10% = 100%; with RoAFE ≥12% gateway. Below 3% or RoAFE <12% → 0% vesting .
- Relative TSR leg: 35th percentile = 25% vesting; 50th = 50%; 75th = 100%; below 35th → 0% .
- Outcomes (prior cycle): 2022 grant (3-year period ending FY2025) vested at 0% (both TSR and EPS below thresholds) .
Equity Grants (FY2025 plans granted Sep 16, 2024)
| Grant Type | Detail |
|---|---|
| Options | 154,200 unvested options; strike $11.12; expire 9/16/2034; performance-based vesting at FY2028 after 3-year performance . |
| PSUs | 108,100 target PSUs outstanding; market value $993,439 (at $9.19 FY-end price) . |
| STI-Deferred RSUs | 22,770 RSUs (FY2025 deferred portion); $209,256 market value; vests by Sep 1, 2026 . |
| Prior-year STI-Deferred RSUs | 8,756 RSUs (FY2024); $80,468; vested Aug 28, 2025 . |
| SERSP (Retention) RSUs | 70,000 RSUs; $643,300; vest Feb 27, 2026 . |
Summary Compensation (Total)
| Component (USD) | FY2025 |
|---|---|
| Stock Awards (time-based RSUs incl. STI-Deferred, SERSP, PSU fair values) | $1,113,802 |
| Option Awards (fair value) | $282,186 |
| Non-Equity Incentive (cash STI) | $428,820 |
| Total Compensation | $3,168,530 |
Equity Ownership & Alignment
- Beneficial Ownership: 74,174 Amcor shares; <1% of outstanding .
- Outstanding Awards: See Performance Compensation tables (options, PSUs, RSUs) .
- Ownership Guidelines: CEO 500% of salary; CEO direct reports (incl. CHRO) 300% of salary; five-year compliance window (raised in FY2025) .
- Hedging/Pledging: Prohibited for executives; violation can cause award cancellation .
- Clawback: SEC/NYSE-compliant compensation recovery policy effective Oct 2, 2023; plus broader company clawback for fraud/misconduct/misstatements .
Employment Terms
- Executive Services Agreement: Generally a 12-month notice period for NEOs; company can waive with payment in lieu; cause termination forfeits severance .
- Termination (non-CIC): For NEOs other than CEO/CFO, settlement typically equals 12 months’ base salary; FY2025 table lists $828,229 for Susana as 12 months’ base salary reference .
- Change-in-Control (adopted Sept 23, 2025): Double-trigger severance; CEO 2x salary+target bonus; other NEOs (incl. CHRO) 1x salary+target bonus; pro rata bonus; accelerated equity vesting; limited post-employment healthcare for U.S. participants .
- Insider Trading: Policy prohibits short sales/derivatives; applies to directors/senior personnel .
Performance & Track Record
- FY2025 performance highlights: Net sales $15.009B; GAAP NI $511M; Adjusted EPS 71.2c; Adjusted EBIT $1.723B; Adjusted FCF $926M; safety TRIR 0.27 (68% sites injury-free) .
- LTI outcome (cycle ending FY2025): 0% vesting (relative TSR 21st percentile; 3-year Adj EPS −0.4%)—evidence of downside risk in incentives .
- Integration: CHRO role confirmed for combined Amcor-Berry, signaling continuity in talent strategy during merger integration .
Compensation Committee / Peer Group Context
- Committee: Independent Compensation Committee (Chair Tom Long) oversees CEO pay, approves direct reports’ compensation frameworks, and succession planning .
- FY2025 Compensation Peer Group changes: Removed Berry, Caterpillar, Ecolab, ITW, Sealed Air, Sonoco; added 3M, Carrier, Colgate-Palmolive, Eaton, Graphic Packaging International, IFF .
- LTI TSR Peer Group updated to include Packaging Corporation of America; WestRock replaced with Smurfit WestRock (post-merger) .
Related Policies & Governance
- Minimum Shareholding Policy (see above) .
- No single-trigger CIC severance or equity vesting for executive officers .
- No repricing of options without shareholder approval .
- No hedging/pledging; no dividend payments on unearned awards .
- No Related Party Transactions in FY2025 .
Equity Ownership Detail (as of FY2025 year-end)
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficially owned shares | 74,174 | <1% of outstanding . |
| STI-Deferred RSUs (2025) | 22,770 | Vest by Sep 1, 2026; $209,256 MV . |
| STI-Deferred RSUs (2024) | 8,756 | Vested Aug 28, 2025; $80,468 MV . |
| SERSP RSUs (Retention) | 70,000 | Vest Feb 27, 2026; $643,300 MV . |
| LTI Target PSUs (2025 grant) | 108,100 | $993,439 MV; 3-year performance ends Jun 30, 2027 . |
| Unvested Options (2025 grant) | 154,200 | $11.12 strike; expire Sep 16, 2034 . |
Say-on-Pay & Shareholder Feedback
- Board recommended “FOR” on Say-on-Pay and annual frequency; the proxy outlines active shareholder engagement by management and Chair .
Expertise & Qualifications (selected)
- Global HR leadership across complex industrial and consumer businesses; prior IFF CHRO and Fluor leadership across operations, engineering, and HR—breadth aligned to Amcor’s global, multi-format packaging workforce and M&A execution needs .
Work History & Career Trajectory (selected)
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amcor | EVP, CHRO | 2022–present | Retained as CHRO post Amcor–Berry combination . |
| IFF | EVP, CHRO & D&I; EVP, CHRO | 2016–2022 | Executive leadership across integrations and D&I . |
| Fluor | Multiple leadership roles incl. SVP HR | 1991–2016 | Multi-functional, global leadership . |
Compensation Structure Analysis
- Pay mix emphasizes variable compensation: STI tied to safety, earnings, cash flow, and strategic/organizational goals; LTI conditioned on multi-year EPS growth with RoAFE gateway and relative TSR—clear alignment to shareholder outcomes .
- Evidence of rigor: FY2025 LTI cycle paid 0% due to under-threshold TSR and EPS, indicating downside exposure and limited windfall risk .
- Retention levers: SERSP RSUs (70,000) vest Feb 2026 and STI-Deferred RSUs vest in 2026, supporting near-term retention through merger integration .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment risk) .
- No related party transactions disclosed in FY2025 .
- CIC Plan moved to double-trigger market standard in 2025; acceleration still applies upon qualifying termination, but single-trigger risk is avoided .
- LTI repricing prohibited without shareholder approval .
Equity Ownership & Alignment Assessment
- Ownership: 74,174 shares (<1%) with substantial unvested equity exposure (PSUs, options, RSUs) — alignment primarily via future performance and service-based vesting .
- Ownership guideline: 300% of salary enhances alignment; five-year compliance window .
Employment Terms (Severance/CIC Economics)
- Non-CIC termination baseline: 12 months’ base salary (for NEOs other than CEO/CFO) .
- CIC (double-trigger): 1x salary+target bonus for CHRO; pro-rata bonus; equity acceleration; limited healthcare continuation for U.S. participants .
Investment Implications
- Pay-for-performance discipline is evident (0% LTI vest for FY2025 cycle), reducing the risk of pay dilution during underperformance and supporting shareholder alignment .
- Retention is reinforced via SERSP and STI-Deferred RSUs with 2026 vesting dates—expect potential insider selling windows post-vesting, though hedging/pledging prohibitions and ownership guidelines moderate adverse signals .
- Governance and policies (clawback, no single-trigger CIC, no option repricing) reflect shareholder-friendly practices, lowering governance risk premia .
- CHRO continuity through the Berry integration (explicitly confirmed) is a positive indicator for culture and talent execution—key to realizing $650M synergy targets by FY2028 (company-wide) .
Sources: Amcor plc 2025 DEF 14A (Executive Compensation, policies, ownership, performance), 2024 DEF 14A (program baselines), Amcor CEO internal note on leadership selections (Form 425), IFF filings for prior roles.
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