Alessandro Maselli
GRAPHIC PACKAGING HOLDINGAbout Alessandro Maselli
Alessandro Maselli (age 53) is President and Chief Executive Officer of Catalent Pharma Solutions and has served on Catalent’s Board since July 2022; he is a Class III nominee to Graphic Packaging Holding Company’s Board with a term set to expire in 2028 if elected . His background spans operations leadership across Europe and globally, including senior roles at Catalent and earlier operational roles at ABB Group, Alstom SA, and SGS SA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalent Pharma Solutions | President & CEO; Director | CEO/Director since Jul 2022 | Senior leadership oversight of global pharma operations |
| Catalent Pharma Solutions | President & COO | Feb 2019–Jun 2022 | Led global operations pre-CEO role |
| Catalent (Aprilia, Italy) | Director of Operations | 2010–2013 | Plant operations leadership |
| Catalent (Swindon, U.K.) | General Manager, Zydis operations | 2013–2015 | Site/technology leadership |
| Catalent | VP Operations, Europe (Drug Delivery Solutions) | 2015–2016 | Regional operations leadership |
| Catalent | SVP, Global Operations | 2016–2019 | Global operations leadership |
| ABB Group | Various roles from Process Engineer to Operations Director | 1998–2006 | Industrial operations experience |
| Alstom SA; SGS SA | Operational and business leadership roles | Pre-2010 | European operations/business leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Catalent Pharma Solutions | Director (Board) | Jul 2022 | Concurrent with CEO role |
| Unspecified U.S. public company | Director | >2 years before its acquisition | Prior board service noted (company not named in proxy) |
Board Governance
- Status at GPK: Class III nominee for election in 2025; if elected, term runs to 2028 .
- Committees: Committee assignments for Maselli are not disclosed in 2024 committee table (he was not a serving director in 2024) .
- Independence: The Board applies NYSE/SEC and Company guidelines; all 2024 directors except the CEO were independent; Maselli’s independence will be determined upon service under these standards .
- Attendance/Engagement: In 2024, all GPK directors attended at least 94% of Board and committee meetings; directors are expected to attend annual meetings and hold regular executive sessions led by the independent Chair .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Cash Retainer (non-employee director) | $120,000 | Payable in quarterly installments; no meeting fees |
| Chair of Board; Chair of Nominating & Corporate Governance Committee | $150,000 | Additional annual fee (if chair) |
| Chair of Audit Committee | $25,000 | Additional annual fee (if chair) |
| Chair of Compensation & Management Development Committee | $20,000 | Additional annual fee (if chair) |
| Director Deferred Compensation Plan (NQDCP) | Available | Directors may defer cash/equity compensation; stock fund option; multiple directors participated in 2024 |
Notes: Maselli is not listed among non-employee directors compensated in 2024, consistent with his status as a 2025 nominee .
Performance Compensation
| Component | Grant Value | Structure | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Equity Grant (non-employee director) | $160,000 | Common stock grant annually in May | Not specified for directors beyond grant timing | Not performance-based for directors; directors receive equity grants as retainer |
Policy context for executive pay-for-performance (Board oversight of management compensation):
- Compensation consultant (WTW) supports executive pay benchmarking; also provides director pay market data; independent of management and retained by the Committee .
- Executive incentive metrics include Adjusted EBITDA, Cash Flow Before Debt Reduction (MIP), and long-term PSUs tied to Adjusted EBITDA, ROIC, Organic Revenue Growth with a TSR modifier (for NEOs, not directors) .
Other Directorships & Interlocks
| Company | Role | Interlocks/Committee Overlap |
|---|---|---|
| Catalent Pharma Solutions | Director | External board role; no GPK compensation committee interlocks were disclosed for 2024 members; Maselli was not a 2024 GPK director |
Expertise & Qualifications
- Senior executive leadership: CEO/COO experience over a decade .
- Operations and supply chain: Extensive European/global operations leadership .
- International business, M&A, innovation management: Marked as skills in Directors’ Skills Matrix .
- Human capital and ESG oversight experience: Skills matrix indicates relevant experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Alessandro Maselli | Not listed | — | Security ownership table as of Mar 15, 2025 lists current directors/NEOs and 5% holders; Maselli not included (consistent with nominee status) |
| Director ownership guidelines | 3x annual cash retainer | — | Non-management directors must maintain ownership equal to 3x annual cash retainer; compliance expected within five years |
| Hedging/Pledging | Prohibited | — | Directors/officers/employees prohibited from hedging or pledging Company stock |
Governance Assessment
- Strengths: Deep operational and international leadership as a sitting public company CEO; skills align with GPK’s manufacturing and global footprint; board uses independent chair structure and maintains robust ESG, risk, and culture oversight across committees .
- Independence & conflicts: Independence will be assessed under NYSE/SEC standards; the proxy discloses a related-party transaction policy and assigns review to the Audit Committee; no specific related-party transactions involving Maselli are disclosed in the proxy .
- Alignment & incentives: Director pay mix balances cash retainer and equity grants; directors subject to ownership guidelines (3x retainer) and prohibited from hedging/pledging, supporting alignment with shareholders .
- Shareholder signals: Strong recent Say-on-Pay approvals (91.5% in 2024) reflect investor support for compensation governance; governance highlights include mandatory resignation policy for low-support nominees and separation of Chair/CEO roles .
RED FLAGS to monitor: Time commitments as a sitting CEO of Catalent; any future commercial relationships between GPK and Catalent (none disclosed in proxy); confirm post-annual meeting election outcome and committee placements to assess attendance and engagement going forward .