Charles Lischer
GRAPHIC PACKAGING HOLDINGAbout Charles Lischer
Charles D. Lischer, age 56, is Senior Vice President and Interim Chief Financial Officer of Graphic Packaging Holding Company (GPK) as of November 7, 2025; he has served as Senior Vice President and Chief Accounting Officer since November 2019 and is the Principal Accounting Officer signatory on GPK’s 10-K and 10-Q filings . During his tenure, company performance included Adjusted EBITDA of $1,682 million and Net Income of $658 million in 2024, with company TSR growing the value of a $100 investment to $177.28 by year-end 2024; the company also delivered a 19.1% Adjusted EBITDA margin in 2024 and returned $322 million to shareholders via dividends and buybacks . Prior roles include SVP Finance & CAO at Teradata (2015–2019) and various finance and accounting positions at The Coca-Cola Company (2005–2015) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graphic Packaging Holding Company | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | Nov 2019 – Nov 2025 | Principal Accounting Officer signatory on Form 10-K and 10-Q; oversight of financial reporting integrity |
| Graphic Packaging Holding Company | Senior Vice President & Interim Chief Financial Officer | Nov 7, 2025 – Present | Executive leadership of finance; continuity through CFO transition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teradata Corporation | Senior Vice President, Finance & Chief Accounting Officer | Mar 2015 – Sep 2019 | Led public-company finance and accounting functions |
| The Coca-Cola Company & affiliates | Finance and accounting positions | Jun 2005 – Feb 2015 | Progressive roles in finance and accounting |
Fixed Compensation
Lischer’s individual base salary, target bonus, and actual bonus are not disclosed in public filings; however, GPK’s executive compensation framework for senior officers comprises base salary and an annual cash incentive under the Management Incentive Plan (MIP), which uses Adjusted EBITDA and Cash Flow Before Debt Reduction (each at 50% weight) as performance metrics .
2024 MIP performance results (company level):
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA ($USD Millions) | 50% | 1,825 | 1,693 | 52% component payout |
| Cash Flow Before Debt Reduction ($USD Millions) | 50% | 832 | 672 | 0% component payout |
| Total MIP Payout (% of Target) | — | — | — | 26% |
Performance Compensation
Long-term incentives for senior officers are delivered as one-third Service RSUs and two-thirds Performance RSUs, with the PSUs measured over three years on Adjusted EBITDA (40%), Return on Invested Capital (40%), and Organic Revenue Growth (20%), subject to a relative TSR modifier of ±20% (cap at 200%) .
2021 PSU cohort payout (paid in 2024):
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| 3-Year Aggregate Adjusted EBITDA ($USD Millions) | 40% | 4,063 | 4,532 | 200% |
| 3-Year Average ROIC (%) | 40% | 11.66% | 12.48% | 170.9% |
| 3-Year Organic Revenue Growth (bps) | 20% | 75 | 225 | 150% |
| Combined before TSR | — | — | — | 188.4% |
| TSR modifier (percentile/payout) | — | 50th | 76.0th | 120% |
| Total PSU Payout | — | — | — | 200% |
Vesting and change-in-control terms:
| Award Type | Standard Vesting | Change-of-Control Treatment | Death/Disability/Retirement Treatment |
|---|---|---|---|
| Service RSUs | 2024 grants vest in 3 equal annual tranches on the 1st–3rd anniversaries; 2022–2023 grants cliff vest after 3 years | Full vesting of Service RSUs upon change in control | Pro-rata vesting; retirement conditions specified in grant |
| Performance RSUs | Vest at 3 years based on performance | Earned PSUs vest; PSUs deemed earned at target upon change in control | Pro-rata vesting; retirement conditions specified in grant |
Equity Ownership & Alignment
| Policy/Practice | Requirement/Restriction | Applies to | Status/Notes |
|---|---|---|---|
| Stock Ownership Guidelines | 6x base salary (CEO), 3x (EVPs), 1x (SVPs) | Directors and senior officers | Company reports all are in compliance or on track |
| Hedging/Pledging | Hedging, short sales, publicly-traded options, and pledging (margin accounts/collateral) are prohibited | Directors, officers, employees, and household members | Policy filed with 2024 Form 10-K |
| Clawback Policy | Mandatory recovery of erroneously awarded incentive compensation for restatements (3-year lookback); discretionary recovery for misconduct and service-based awards | Executive officers (mandatory); other covered persons (discretionary) | No restatements triggering clawback in 2024 |
| Beneficial Ownership (individual) | Not disclosed for Lischer in proxy ownership tables (covers NEOs/directors only) | — | — |
Employment Terms
| Provision | Terms |
|---|---|
| Executive Severance Plan eligibility | All executives except the CEO are eligible; Lischer is covered as a senior executive |
| Involuntary termination without cause / Good Reason | Severance equal to one year’s base salary plus pro-rata bonus; continued benefits and outplacement (up to stated caps) |
| Change-in-control termination (within two years) | Severance equal to two times base salary plus two times target bonus; continued benefits and outplacement; RSU acceleration per plan |
| Restrictive covenants | Confidentiality, non-competition, and non-solicitation agreements required for severance eligibility |
| Related parties | No related-party transactions requiring disclosure for Lischer |
Company Performance Context (during Lischer’s tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($USD Millions) | 167 | 204 | 522 | 723 | 658 |
| Adjusted EBITDA ($USD Millions) | 1,070 | 1,056 | 1,600 | 1,876 | 1,682 |
| Company TSR ($100 initial) | 103.95 | 121.60 | 140.89 | 158.66 | 177.28 |
| Adjusted EBITDA Margin (%) | — | — | — | — | 19.1% |
Investment Implications
- Compensation alignment: Senior officers’ pay is heavily at-risk via MIP and PSUs tied to Adjusted EBITDA, cash flow, ROIC, and relative TSR; this structurally aligns Lischer’s incentives with operating performance and shareholder returns .
- Retention and transition: Interim CFO appointment during a CFO change suggests continuity in financial leadership; severance protections and RSU acceleration under change-of-control mitigate retention risk but could create near-term decision asymmetries if a transaction emerges .
- Governance quality: Strong clawback, ownership guidelines, and explicit bans on hedging/pledging reduce governance and alignment risk; lack of disclosed pledging and presence of clawback are positive signals .
- Execution track record: Company performance improved meaningfully through 2020–2023 with some normalization in 2024; bonus payouts reflected underperformance vs 2024 MIP targets (26% of target), demonstrating pay-for-performance discipline .