Aziz Aghili
GRAPHIC PACKAGING HOLDINGAbout Aziz Aghili
Aziz Aghili, 66, is an independent director of Graphic Packaging Holding Company (GPK), serving since March 1, 2022 (current tenure ~3.1 years). He is a seasoned manufacturing executive and audit committee financial expert with deep international experience; he previously served as Executive Vice President and President of Dana Incorporated’s Heavy Vehicle Group and sits on the boards of Columbus McKinnon Corporation and NFI Group Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dana Incorporated | President, Dana Europe; President, Dana Asia-Pacific; President, Off Highway Driveline Technologies; EVP & President, Highway Driveline Technologies; EVP & President, Heavy Vehicle Group | 2009 (Europe); 2010 (Asia-Pacific); 2011 (Off Highway); 2012 (Highway Driveline); 2021 (Heavy Vehicle Group) | Led global operations including aftermarkets; extensive multi-region leadership |
| Meritor | Vice President & General Manager, Body Systems; VP roles in Asia-Pacific and Global Procurement/Commercial Marketing/Business Development | >20 years (prior to 2009) | Managed a $1.4B division with 24 global plants; Asia-Pacific leadership |
| Nissan Motor Company | Various roles | Not disclosed | Early career experience |
| General Electric Plastics | Various roles | Not disclosed | Early career experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbus McKinnon Corporation | Director | Since 2018 | Current public company board service |
| NFI Group Inc. | Director | Since January 2025 | Current public company board service |
Board Governance
- Independence: The Board determined all directors who served in 2024 were independent except the CEO, Michael P. Doss; Aghili is independent.
- Committee memberships (2024): Audit Committee (member; financial expert) and Compensation & Management Development Committee (member). Not on Nominating & Corporate Governance.
- Committee chairs: Audit Committee chaired by Larry M. Venturelli; Compensation Committee chaired by Lynn A. Wentworth.
- Attendance: All directors attended at least 94% of Board and assigned committee meetings in 2024.
- Meetings held (2024): Board 5; Audit 6; Compensation 5; Nominating 3.
- Executive sessions: Non-management directors met in regular executive sessions; Chairman Philip R. Martens presided (independent Chair structure maintained).
- Cybersecurity oversight delegated to Audit Committee; ESG oversight to Nominating & Corporate Governance Committee.
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $120,000 | Paid quarterly |
| 2024 | Annual equity grant (shares) | $160,013 | Equity grant payable in May in shares; total reflects rounding ($13 fractional share) |
| 2024 | Total director compensation | $280,013 | Aghili’s 2024 director compensation |
| Program history | Cash retainer progression | $100,000 (2019) → $110,000 (2021) → $120,000 (2023) | No change in 2024 |
| Program history | Equity grant progression | $120,000 (2019) → $140,000 (2021) → $160,000 (2023) | No change in 2024 |
| 2024 | Director deferred comp plan (NQDCP) | Participated | Directors can defer cash and equity into plan; Aghili participated in 2024 |
Performance Compensation
| Item | Details |
|---|---|
| Performance-linked director pay | None disclosed; non-employee director equity is granted as shares with fixed grant-date value and no performance metric overlay. |
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Other public boards | Columbus McKinnon Corporation (since 2018); NFI Group Inc. (since Jan 2025) |
| Compensation committee interlocks | None; no relationships requiring disclosure for Compensation Committee members in 2024. |
| Board service limits | GPK policy limits directors to no more than three other boards; CEO limited to one. Aghili serves on two—within policy. |
Expertise & Qualifications
| Skill/Experience | Status |
|---|---|
| Senior executive leadership | Yes |
| Operations (manufacturing/supply chain) | Yes |
| International business | Yes |
| Mergers & acquisitions | Yes |
| Innovation management | Yes |
| Cybersecurity/IT risk | Yes |
| Human capital management | Yes |
| ESG oversight | Yes |
| Years of other public company board service | 6 years (aggregate, excluding GPK) |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Date |
|---|---|---|---|
| Aziz Aghili | 19,114 | <1% (asterisk) | As of March 15, 2025 |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer; all non-management directors are in compliance or on track. | ||
| Hedging/pledging | Prohibited (short sales, options, collars, pledging/margin accounts). |
Governance Assessment
- Board effectiveness: Independent director with dual committee service and audit financial expert designation strengthens oversight of financial reporting, risk (incl. cybersecurity), and pay practices. Attendance ≥94% supports engagement and effectiveness.
- Alignment & incentives: Balanced cash/equity mix ($120k cash; ~$160k share grant) plus ownership guidelines and hedging/pledging prohibitions align interests with shareholders; NQDCP participation adds deferral flexibility without misalignment.
- Other boards/interlocks: Two outside directorships (CMCO, NFI Group) within GPK limits; no compensation committee interlocks disclosed—low conflict risk. Monitor for potential business overlaps with customers/suppliers though no related-party transactions are disclosed in provided materials.
- Shareholder sentiment: Strong say-on-pay support (91.5% approval in 2024; >90% in 2023/2022) signals investor confidence in governance and pay practices.
RED FLAGS: None evident from the proxy excerpts—no pledging/hedging, high attendance, independent status, and no disclosed related-party transactions involving Aghili. Continue to monitor for any cross-board business dealings or changes in committee roles.