Irial Finan
About Irial Finan
Independent director of Fortune Brands Innovations (FBIN) since 2019; age 67. Former Executive Vice President at The Coca-Cola Company and President of Coca-Cola Bottling Investments Group, with over 30 years of international operations and strategy experience. Currently serves as Chair of Smurfit WestRock plc; previously served on boards of Coca-Cola European Partners (until 2021) and Coca-Cola Bottlers Japan Holdings Inc. (until 2023). Determined independent by the Board; attended >90% of Board/committee meetings in 2024 and attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | Executive Vice President; President, Coca-Cola Bottling Investments Group | Aug 2004 – Dec 2017; Consultant Jan–Mar 2018 | Led global bottling operations; extensive operations and strategy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Smurfit WestRock plc | Chair | Current | Current public company chair; board experience provides insight into board operations |
| Coca-Cola European Partners | Director | Until 2021 | Prior public board experience |
| Coca-Cola Bottlers Japan Holdings Inc. | Director | Until 2023 | Prior public board experience |
| Multiple non-profit boards | Director/Trustee | Current | Board notes service on multiple non-profit boards |
Board Governance
- Independence: Affirmatively determined independent (NYSE definition) .
- Committees: Member – Audit and Compensation .
- Committee leadership: Not a chair; Audit Chair – Amit Banati; Compensation Chair – A.D. David Mackay .
- Meeting attendance: >90% attendance for Board and all committees of membership in 2024; Board met 5x, Audit 8x, Compensation 5x, NESG 4x in 2024 .
- Board leadership structure: Independent Non‑Executive Chair (Susan Kilsby); regular executive sessions led by Chair .
- Election results (May 14, 2025): Votes to re-elect Finan – For 99,510,869; Against 4,724,921; Abstain 243,693; Broker non-votes 7,562,064 .
| Committee | 2024 Meetings | Finan Membership | Notes |
|---|---|---|---|
| Audit | 8 | Yes | All members independent and financially literate; committee oversees ERM, cybersecurity, climate risks |
| Compensation | 5 | Yes | All members independent; oversees executive pay design and risk |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 120,000 | 159,986 | n/a | 6,277 | 286,263 |
- Program elements (2024): Annual cash retainer $120,000; equity retainer $160,000 in company stock; Committee Chair fee $15,000 (Audit/Comp/NESG); Board Chair fee $200,000; director stock ownership guideline = 5x cash retainer ($600,000) within five years; all directors meet or are within the compliance window .
- Anti-hedging/pledging: Prohibited for directors and executives .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None disclosed – non-employee director program consists of fixed cash and equity retainers (no performance-conditioned awards) |
Other Directorships & Interlocks
- Compensation Committee interlocks/insider participation: None – no committee member served as a company officer or had Item 404 relationships .
- Related-party transactions: None requiring Item 404 disclosure since Dec 31, 2023 .
- Service on other boards policy: Max three public company boards in addition to FBIN; audit committee members restricted from serving on >2 other public company audit committees; NESG reviews outside commitments annually .
Expertise & Qualifications
- Operations/strategy leadership across global consumer products; financial/operational experience; extensive board experience (current chair and prior public boards); multiple non-profit boards .
- Audit committee membership implies financial literacy; broader Board skills emphasize consumer products and financial/accounting expertise .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (Mar 17, 2025) | 17,275 shares; includes 8,638 deferred shares under Non‑Employee Director plan |
| Ownership as % of shares outstanding | ~0.014% (17,275 / 121,228,859 shares outstanding as of record date) |
| 2024 annual equity grant | 2,197 shares (closing price $72.82 on grant date; $160,000 value); elected to defer receipt until January following cessation of service |
| 2024 cash fee deferral | Converted $120,000 cash fees to company stock; deferred 1,572 shares in 2024 |
| Stock ownership guidelines | Directors must hold stock equal to 5x cash retainer ($600,000) within five years; all directors meet or are within allowed period |
| Anti‑pledging/hedging | Prohibited for directors |
Governance Assessment
- Effectiveness: Independent director with deep operating and international experience; active on Audit and Compensation committees; >90% attendance; strong 2025 shareholder support for re‑election .
- Alignment: Defers both cash and equity into company stock (1,572 shares deferred from 2024 fees; 2,197-share annual grant deferred), reinforcing long-term alignment; subject to 5x retainer ownership guideline and anti‑hedging/pledging policy .
- Conflicts: No related-party transactions disclosed; Compensation Committee interlocks absent; policy framework and NESG oversight mitigate conflict risks .
- Signals: Company’s say‑on‑pay in 2024 was 71% amid program changes; 2025 advisory vote showed strong support (For 90,892,233; Against 13,046,226; Abstain 541,024), suggesting improved investor confidence in compensation governance; Compensation Committee (of which Finan is a member) conducted outreach and reverted to standard designs (e.g., PSA caps, EBITDA dollars) .
- RED FLAGS to monitor: Independent consultant WTW also provided $1.17M of services to management (committee reviews independence annually); continued vigilance on consultant conflicts advisable even with safeguards .