Larry Venturelli
GRAPHIC PACKAGING HOLDINGAbout Larry M. Venturelli
Independent director and Audit Committee Chair at Graphic Packaging Holding Company (GPK). Age 64; joined the Board on May 25, 2016 (tenure ~8.9 years) . Former Executive Vice President and Chief Financial Officer of Whirlpool Corporation (Jan 2012–Aug 2016; retired Feb 2017); earlier senior finance roles at Whirlpool (Assistant Corporate Controller; SVP Corporate Controller; Chief Accounting Officer; CFO Whirlpool International); prior finance roles at Royal Caribbean Cruises, Campbell Soup Company, and Quaker Oats . Audit committee financial expert and independent director per NYSE/SEC standards; all directors except the CEO were independent in 2024 .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | EVP & CFO | Jan 2012–Aug 2016; retired Feb 2017 | Led global finance; CFO role at a >$20B revenue manufacturer |
| Whirlpool Corporation | Assistant Corporate Controller; SVP Corporate Controller; Chief Accounting Officer; CFO Whirlpool International | 2002 onward (various years) | Progressively senior finance and IR leadership |
| Royal Caribbean Cruises | Finance roles | Not disclosed | Corporate finance experience |
| Campbell Soup Company | Finance roles | Not disclosed | Corporate finance experience |
| Quaker Oats | Finance roles | Not disclosed | Corporate finance experience |
External Roles
| Company/Institution | Role | Status/Years | Notes |
|---|---|---|---|
| — | — | — | Directors’ skills matrix lists “Years of Other Public Company Board Service” as 0 for Venturelli |
Board Governance
- Committee assignments and roles:
- Audit Committee Chair; audit financial expert; member of Board and Nominating & Corporate Governance Committee
- 2024 meeting counts: Board (5), Audit (6), Compensation (5), Nominating (3)
- Attendance: all directors attended at least 94% of Board and assigned committee meetings in 2024; directors attended the 2024 annual meeting
- Independence: all directors except the CEO were independent in 2024; independence determined under SEC/NYSE standards
- Oversight delegation:
- Cybersecurity risk oversight assigned to Audit Committee
- ESG oversight assigned to Nominating & Corporate Governance Committee; human capital/culture oversight to Compensation & Management Development Committee
Fixed Compensation
Program structure and Larry Venturelli’s actual 2023–2024 compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer (program schedule) | $120,000 | $120,000 |
| Audit Committee Chair Fee (program schedule) | $25,000 | $25,000 |
| Fees Earned in Cash (actual) | $140,938 | $145,000 |
| Equity Grant (annual; common stock) | $160,000 | $160,013 |
| Total Director Compensation (actual) | $300,938 | $305,013 |
Notes:
- No meeting fees; reimburses reasonable director expenses .
- Director nonqualified deferred compensation plan exists; participants in 2024 were Aghili, Hagemann, Scarborough, Wentworth (Venturelli not listed) .
Performance Compensation
Directors do not have performance-tied pay; annual equity grants are time-based common stock awards. No options or director performance metrics disclosed .
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Any financial/ESG metrics for director pay | None disclosed |
Other Directorships & Interlocks
- Current public company directorships for Venturelli: none disclosed; skills matrix shows 0 years of other public board service .
- Compensation committee interlocks: Company disclosed none for 2024 (Venturelli is not on the comp committee) .
Expertise & Qualifications
- Audit/financial expertise: Audit Committee Chair; committee members are financially literate and qualify as audit committee financial experts .
- Senior corporate finance leadership: CFO of Whirlpool; extensive experience across accounting, controlling, IR .
- Industry/manufacturing exposure: Whirlpool and consumer product companies background .
- Governance skills: skills matrix attributes across senior leadership, operations, international business, M&A (matrix overview includes Venturelli) .
Equity Ownership
| Date (as of) | Shares Beneficially Owned | % of Class |
|---|---|---|
| Mar 15, 2023 | 89,899 | <1% |
| Mar 15, 2025 | 96,296 | <1% |
- Ownership guidelines: Directors must hold ≥3x the annual cash retainer; expected to comply within five years; company states all non-management directors/executives are in compliance or on track .
- Hedging/pledging: Prohibited for directors and employees (short sales, options, collars; pledging/margin accounts) .
Governance Assessment
- Board effectiveness: Venturelli chairs the Audit Committee that oversees financial reporting, auditor independence, internal audit, related-party review, and cybersecurity controls—key areas for investor confidence . Strong attendance and independent Board structure support effective oversight .
- Alignment signals: Cash/equity mix is standard mid-market benchmarked; audit chair fee aligns with added workload; equity grants in common stock support alignment; director ownership guidelines and anti-hedging/pledging policy reinforce long-term orientation .
- Independence/conflicts: Independent under SEC/NYSE standards; no related-party transactions linked to Venturelli disclosed in the proxy excerpts; Audit Committee reviews related-party transactions under a formal policy .
- Risk indicators: No red flags identified in disclosures—no pledging/hedging, strong attendance, robust clawback policy (executive-focused but signals governance rigor), and shareholder support for pay (Say-on-Pay approval 91.5% in 2024) .
Overall: Venturelli’s deep finance background and current role as Audit Committee Chair, combined with independence, attendance, and risk/control oversight (including cybersecurity), are positive board-quality signals. Compensation structure and ownership policies further support investor alignment; no conflicts are evident from disclosed materials .