Andrew Callahan
GRAPHIC PACKAGING HOLDINGAbout Andrew P. Callahan
Andrew (“Andy”) Callahan, 59, joined Graphic Packaging Holding Company’s Board on July 19, 2024 as an independent director and Audit Committee financial expert, with service as a Class I director through 2026 . He is an Operating Advisor at private investment firm Clayton, Dublier & Rice and previously served as President, CEO and Executive Director of Hostess Brands until its 2023 acquisition by J.M. Smucker; prior leadership roles span Tyson Foods, Hillshire Brands, Sara Lee, and Kraft Foods, following earlier service as a Naval Flight Officer . He currently serves on GPK’s Audit Committee and the Compensation and Management Development Committee; he is not a committee chair . All directors except the CEO are independent under NYSE and company guidelines; Callahan is independent and directors attended at least 94% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hostess Brands | President, CEO, Executive Director | Through 2023 | Led company until sale; previously public company leadership |
| Tyson Foods | President-level roles (Retail Foodservice and International divisions) | 2014–2017 | Oversaw integration of the $8.4B Hillshire Brands acquisition |
| Hillshire Brands | President (Retail) | Pre-2014 | Retail leadership; later integrated into Tyson |
| Sara Lee Corporation | Senior leadership positions | 2009 onward | Three senior roles across businesses |
| Kraft Foods | Various roles | ~1995–2009 (14 years) | Progressive leadership across functions |
| U.S. Navy | Naval Flight Officer | Prior to corporate career | Operational discipline and leadership foundation |
External Roles
| Organization | Role | Status |
|---|---|---|
| Clayton, Dublier & Rice, LLC | Operating Advisor | Current |
| Harry’s Inc. | Director | Current (private company) |
- Years of other public company board service: 5 years (aggregate, excluding GPK) .
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class I; term to expire in 2026 |
| Independence | Independent (all directors except CEO are independent) |
| Committee memberships | Audit Committee (member); Compensation & Management Development Committee (member) |
| Audit Committee financial expert | Yes (denoted “*” in committee matrix) |
| Committee chairs | None (Audit Chair: Venturelli; Compensation Chair: Wentworth; Nominating Chair: Martens) |
| Attendance | All directors attended at least 94% of Board/committee meetings in 2024 |
| Executive sessions | Non-management directors met in regular executive sessions; Chairman Martens presided |
| Board leadership | Independent Chairman (Martens); roles of Chairman and CEO are separated |
| 2024 Meeting Counts | Board | Audit | Compensation | Nominating |
|---|---|---|---|---|
| Number of meetings | 5 | 6 | 5 | 3 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $54,262 | Pro-rated for July 19, 2024 start; no meeting fees paid |
| Equity (2024) | $0 | Annual equity grant is typically issued in May; none recorded for Callahan in 2024 |
| Total (2024) | $54,262 | 2024 director compensation totals |
| Program Terms (Non-Employee Directors) | Amount |
|---|---|
| Annual cash retainer | $120,000 |
| Annual equity grant (common stock) | $160,000 (value at grant date) |
| Chair fees | Board Chair & Nominating Chair: $150,000; Audit Chair: $25,000; Compensation Chair: $20,000 |
| Deferred compensation | Directors NQDCP available; 2024 participants did not include Callahan |
Performance Compensation
- No performance-based compensation is disclosed for directors; annual equity grants are time-based common stock awards, not tied to performance metrics .
Other Directorships & Interlocks
| Company/Body | Role | Committee/Interlock Notes |
|---|---|---|
| Harry’s Inc. (private) | Director | No GPK-related interlock disclosed |
| Compensation committee interlocks (GPK) | N/A | Company disclosed no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Senior executive leadership across major consumer brands; integration of large-scale M&A (Hillshire into Tyson) .
- Skills matrix indicates experience in M&A, international business, human capital, ESG; years of other public board service: 5 .
- Audit Committee financial literacy; designated Audit Committee financial expert .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 15, 2025) | Callahan not listed individually in Security Ownership table; several directors and executives are listed; table shows directors’ and executives’ holdings and 5% holders |
| Director stock ownership guideline | 3x annual cash retainer for non-management directors |
| Compliance status | All non-management directors and executives are in compliance or on track |
| Hedging/pledging policy | Prohibits hedging (short sales, options, collars) and pledging/margin accounts for all associates, including directors |
Governance Assessment
- Board effectiveness: Independent director with dual committee membership (Audit; Compensation) and audit financial expert designation enhances oversight of financial reporting and pay practices .
- Engagement: Directors met at least 94% attendance in 2024; regular executive sessions without management support strong oversight culture .
- Compensation alignment: Director pay structured with balanced cash retainer and equity grant; no meeting fees; availability of NQDCP (Callahan not listed as a 2024 participant) reduces short-termism risk; stock ownership guidelines strengthen alignment .
- Conflicts: Callahan’s Operating Advisor role at Clayton, Dublier & Rice warrants routine monitoring for potential related-party transactions; company policy assigns related-party review/approval to the Audit Committee, with defined thresholds and standards .
- Shareholder signals: Strong say-on-pay approval (91.5% in 2024; >90% in prior years) indicates investor support for the company’s compensation governance framework .
- RED FLAGS: None disclosed specific to Callahan (no related-party transactions or hedging/pledging noted). Continue to monitor private-equity affiliations and any future overlapping relationships with customers/suppliers under the company’s related-party policy .