Joseph Yost
GRAPHIC PACKAGING HOLDINGAbout Joseph Yost
Joseph P. Yost is Executive Vice President and President, Americas at Graphic Packaging (effective May 1, 2025), after serving as EVP & President, International since January 2022 and previously EVP & President, Americas from 2017–2022 . He is 57 years old (FY2024 10-K) and has been with the company and predecessors since 1997, holding senior roles spanning operations, supply chain, finance, and international integration, which underpins deep operating and cross-border execution credentials . Under the company’s broader performance context during his recent tenure, Adjusted EBITDA margin reached 19.1% in 2024 and the Pay vs. Performance table shows the value of an initial $100 investment in GPK stock at 177.28 for 2024 (company TSR metric); the company also launched “Vision 2030” and delivered $205 million of innovation sales growth in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Graphic Packaging | EVP & President, Americas | 2017–2022; reappointed May 1, 2025–present | Led largest commercial region; reappointed with higher pay targets, signaling expanded scope and retention importance . |
| Graphic Packaging | EVP & President, International | 2022–Apr 2025 | Oversaw international operations amid consumer affordability pressures, building on prior EMEA and global beverage leadership . |
| Graphic Packaging | SVP, Global Beverage & Europe | 2015–2017 | Managed global category and EMEA P&L; integration across regions . |
| Graphic Packaging | SVP, Europe; SVP, European Chief Integration Officer/CFO | 2013–2015 | Led European integration and finance; post-M&A execution . |
| Graphic Packaging | SVP, Supply Chain | 2009–2013 | Enterprise supply chain leadership; cost and service leverage . |
| Graphic Packaging | VP, Operations Support – Consumer Packaging; prior finance/ops roles | 2006–2009; 1999–2006 | Manufacturing/operations support; finance/centralized services; operations planning . |
| Fort James Corporation | Management roles | 1997–1999 | Early career operating foundation . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base salary ($) | 650,000 | 676,000 | 701,500 | 2025: increased to $765,000 effective May 1, 2025 for Americas role . |
| Target annual bonus (% of salary) | 75% | 75% | 75% | 2025: raised to 85% with new role . |
| LTIP target (% of salary) | 185% (2023 plan) | 185% (2023 plan) | 185% (2024 plan) | 2025: increased to 200% with new role . |
Multi-year compensation (Summary Compensation Table):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 650,000 | 676,000 | 701,500 |
| Stock awards (grant-date fair value) | 1,258,407 | 1,307,043 | 1,260,233 |
| Non-equity incentive (annual cash) | 975,480 | 775,710 | 136,793 |
| All other compensation | 194,093 | 398,490 | 272,935 |
| Total | 3,077,501 | 3,182,973 | 2,371,460 |
Perquisites (2024 detail):
- Housing allowance $93,193; foreign auto allowance $3,121; tax prep $2,000; 401(k) match/supplement $29,325; NQDCP company contributions $140,554; executive disability $4,442; financial counseling $300 .
Performance Compensation
Annual MIP (2024):
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | $1,825m | $1,693m | 52% of target for this component |
| Cash Flow Before Debt Reduction | 50% | $832m | $672m | 0% of target for this component |
| Total payout | — | — | — | 26% of target (company-wide MIP result) |
LTIP structure and results:
- Mix and vesting: For NEOs, 1/3 Service RSUs (time-vest, equal annual tranches over 3 years for 2024 grants) and 2/3 Performance RSUs (3-year cliff vest, payout 0–200% based on performance; both subject to change-in-control acceleration per 2014 Plan award terms) .
- 2021 PSU cycle (paid in 2024): Aggregate Adjusted EBITDA 111.6% of target (payout 200% for that component); 3-year average ROIC 107.1% (payout 170.9%); 3-year Organic Revenue Growth 500.3% (payout 200%); combined 188.4% before TSR; Relative TSR at 76th percentile → 1.2x modifier; final payout capped at 200% .
- 2024 PSU goals: weighted 40% aggregate Adjusted EBITDA (three-year), 40% average ROIC (three-year), 20% Organic Revenue Growth, plus ±20% relative TSR modifier (cap 200%); targets to be disclosed after performance period .
- 2024 grants (Yost): 33,823 target PSUs and 16,911 service RSUs granted Feb 15, 2024; service RSUs vest in three equal annual tranches; PSUs vest at three years subject to performance .
“Pay-for-performance” design safeguards:
- Clawback policy compliant with NYSE Rule 10D-1 (mandatory recovery upon restatement; discretionary extensions to service-based awards and misconduct) .
- Hedging/pledging prohibited; no short sales or pledging/margin use permitted for insiders .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 285,203 shares as of March 15, 2025; each director/NEO under 1% ownership; asterisk denotes <1% in table . |
| Unvested equity at 12/31/2024 | 16,911 service RSUs ($459,303) and 33,823 target PSUs ($918,633) from 2024 grant; additional outstanding from 2023/2022 grants per table . |
| 2024 vesting realized | 120,474 shares vested; value realized $3,180,514 (aggregate RSU vesting during 2024) . |
| Stock options | None outstanding (NEOs held no options at 12/31/2024) . |
| Ownership guidelines | EVPs must hold ≥3x base salary; company reports all executives are in compliance or on track . |
| Hedging/Pledging | Prohibited by policy (no hedges, short sales, pledging/margin accounts) . |
Vesting cadence indicators (potential selling pressure windows):
- 2024 service RSUs vest in three equal tranches on first, second, third anniversaries of grant (Feb 15, 2024), implying remaining tranches in 2026 and 2027; 2024 PSUs vest on third anniversary (Feb 15, 2027) subject to performance .
- 2022 and 2023 service RSUs vest on third anniversary; PSUs vest at three years, each subject to standard retirement/change-in-control provisions .
Deferred compensation and pension:
- NQDCP (2024): Executive contribution $90,117; company contribution $140,554; aggregate earnings $351,400; year-end balance $2,744,793 .
- Supplemental retirement plan present value (12/31/2024): $306,978 (Riverwood International Supplemental Retirement Plan) .
Employment Terms
| Provision | Yost (EVP) |
|---|---|
| Employment agreement status | Prior uniform agreements (incl. non-compete/non-solicit) existed pre-9/26/2024; on Sept 26, 2024 he voluntarily terminated his agreement due to enhancements to the Executive Severance Plan; now covered by plan terms (CEO’s separate agreement remains) . |
| Severance (no change-in-control) | Executive Severance Plan: 1x base salary + pro-rata bonus; benefits continuation and outplacement (benefits estimated up to $41,062 for Yost) . |
| Severance (change-in-control) | Double trigger: if terminated without cause or for Good Reason within 2 years post-CoC, 2x (base salary + target bonus); benefits continuation and outplacement . |
| Equity on change-in-control | RSU acceleration upon change-in-control (single-trigger for 2014 Plan awards: service RSUs vest; PSUs vest at target) . |
| Clawback | Mandatory recovery upon restatement; discretionary recovery for misconduct/other covered persons . |
| Hedging/Pledging | Prohibited . |
Performance & Track Record
- Role expansion and retention signal: Effective May 1, 2025, Yost was reappointed to lead Americas and received increases to base salary (+5.1% to $765,000), annual bonus target (to 85%), and LTIP target (to 200% of salary), reflecting larger scope and retention focus .
- Company operating context under management team: launched Vision 2030; delivered 2024 Adjusted EBITDA margin of 19.1%; $205 million innovation sales growth; $322 million returned to shareholders via dividends/repurchases in 2024 .
- Pay-for-performance calibration: 2024 MIP paid at 26% amid below-target EBITDA and cash flow; 2021 PSUs paid at 200% on strong multi-year metrics with positive TSR modifier, reinforcing long-term equity alignment .
- Company TSR and earnings profile: Pay vs. Performance table indicates value of $100 invested in GPK grew to 177.28 over 2020–2024; Adjusted EBITDA rose from $1,070m (2020) to $1,682m (2024) in that table’s series .
Compensation Structure Analysis
- Shift toward equity/at-risk pay: For EVPs, two-thirds of LTIP in PSUs; service RSUs one-third; Yost’s LTIP target elevated to 200% of salary in 2025 with increased Americas responsibility—greater long-term equity leverage and retention weight .
- Annual bonus rigor: 2024 MIP at 26% despite corporate initiatives, indicating discipline when EBITDA and cash flow lag targets .
- No options/repricing: NEOs hold no options; no option repricing disclosed—reduces repricing risk .
- Clawback and anti-hedging/pledging: Reinforce alignment and mitigate risk behaviors .
Compensation Peer Group & Say-on-Pay
- Peer groups used for benchmarking include an Industry Specific Peer Group (Amcor, Avery Dennison, Ball, Berry, Crown, Greif, IP, O-I, Packaging Corp., Pactiv, Sealed Air, Silgan, Sonoco, WestRock) and a broader survey group; NEO targets set near median .
- Say-on-pay approval: 91.5% in 2024 (prior years >90%)—indicates strong shareholder support for exec pay design .
Investment Implications
- Alignment: High equity weighting (PSUs + RSUs), anti-hedging/pledging rules, and ownership guidelines (3x salary for EVPs) support strong alignment; company states execs are in compliance or on track .
- Near-term selling pressure: Service RSUs from 2024 grant vest in equal annual tranches (remaining tranches in 2026 and 2027); 2024 PSUs cliff-vest in 2027 subject to performance—watch standard post-vesting liquidity windows, but no pledging allowed .
- Retention/transition risk: Reassignment to Americas with higher targets and severance protections (2x base+target on CoC termination) reduces flight risk; removal of individual employment agreement offset by enhanced plan benefits .
- Pay-for-performance sensitivity: 2024 MIP underscored downside variability in cash compensation; long-term equity payouts are sensitive to multi-year EBITDA/ROIC/organic growth and relative TSR, embedding execution risk tied to Vision 2030 delivery .
- Governance risk: Robust clawback and high say-on-pay support mitigate governance red flags; pledging/hedging prohibitions reduce alignment risk; no option repricing disclosed .