Lauren Tashma
GRAPHIC PACKAGING HOLDINGAbout Lauren Tashma
Executive Vice President, General Counsel and Secretary at Graphic Packaging Holding Company, with 11 years of tenure as of December 31, 2024 . Company performance during her tenure shows strong pay-for-performance alignment: 2024 Net Income was $658 million and Adjusted EBITDA was $1,682 million , and from 2020–2024 the stock price increased 60.3%, Net Income improved 394.0%, and Adjusted EBITDA rose 157.2% . 2024 company TSR equated to $177.28 per initial $100 investment, outperforming the peer group at $136.68 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graphic Packaging Holding Company | EVP, General Counsel and Secretary | 11 years (as of 12/31/2024) | Oversees corporate legal, governance, and compliance; Corporate Secretary for Board and stockholder matters |
External Roles
- Not disclosed in the proxy statement. (No data found in DEF 14A)
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $585,232 | $615,000 | $638,500 |
| Base Salary Change (%) | — | — | +3.8% vs 2023 |
| Target Annual Bonus (% of Salary) | 75% | 75% | 80% |
| Perquisites and Other ($) | $110,817 | $166,923 | $161,630 |
| Perquisites – 2024 Detail | 401(k) match/supplement $29,325; NQDCP match/supplement $124,219; Exec disability $4,785; Executive physical $3,001; Financial counseling $300 |
Performance Compensation
| Component | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 MIP (paid Q1’25) | Adjusted EBITDA | 50% | $1,825m | $1,693m | 52% of component | Cash in early 2025 |
| 2024 MIP (paid Q1’25) | Cash Flow before Debt Reduction | 50% | $832m | $672m | 0% of component | Cash in early 2025 |
| 2024 MIP (aggregate) | — | — | — | — | 26% of target | Cash in early 2025 |
| 2021 LTIP (paid in 2024) | 3-Year Aggregate Adjusted EBITDA | 40% | $4,063m | $4,532m | 200% | PSUs vest at year 3; payout approved Feb 2024 |
| 2021 LTIP (paid in 2024) | 3-Year Avg ROIC | 40% | 11.66% | 12.48% | 170.9% | PSUs vest at year 3 |
| 2021 LTIP (paid in 2024) | Organic Revenue Growth | 20% | 75 bps | 225 bps; 500.3% growth | 200% | PSUs vest at year 3 |
| 2021 LTIP TSR Modifier | Relative TSR | ±20% | 50th percentile | 76.0 percentile | 120% modifier; Total payout 200% | PSUs vest at year 3 |
| 2024 LTIP Grants | Adjusted EBITDA (2024–2026) | 40% | Not disclosed (competitive) | To be disclosed after payout | 0–200% cap; TSR ±20% | PSUs vest at year 3 |
| 2024 LTIP Grants | ROIC (2024–2026) | 40% | Not disclosed | To be disclosed after payout | 0–200% cap; TSR ±20% | PSUs vest at year 3 |
| 2024 LTIP Grants | Organic Revenue Growth (2024–2026) | 20% | Not disclosed | To be disclosed after payout | 0–200% cap; TSR ±20% | PSUs vest at year 3 |
Additional 2024 actual bonus paid (Non-Equity Incentive Plan Compensation): $132,808 .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Beneficial Ownership | 313,789 shares (as of 3/15/2025) |
| Ownership as % of Outstanding | 0.104% (313,789 / 301,754,281 shares outstanding ) |
| Unvested Service RSUs (12/31/2024) | 16,641 ($451,970); 15,825 ($390,086); 16,756 ($413,035) |
| Unvested Performance RSUs at target (12/31/2024) | 33,281 ($903,912); 31,649 ($780,148); 33,511 ($826,046) |
| 2024 Grants (2/15/2024) | PSUs target 33,281; Service RSUs 16,641; Grant-date fair values $845,005 and $395,057 respectively |
| 2024 Stock Vested | 80,278 shares vested; value realized $2,119,339 |
| Ownership Guidelines | EVPs required to hold ≥3× base salary; all executives are in compliance or on track |
| Hedging/Pledging | Prohibited (short sales, options, hedges, pledging/margin accounts) |
Vesting schedules: 2024 Service RSUs vest in three equal tranches on the first, second, and third anniversaries of the 2/15/2024 grant; 2024 Performance RSUs vest at the third anniversary; earlier Service RSUs (2022–2023) vest at the third anniversary .
Employment Terms
| Provision | Terms |
|---|---|
| Executive Severance Plan (EVPs) | If terminated involuntarily without cause or for Good Reason: cash equal to 1× base salary and pro-rata bonus; within 2 years after change in control: 2× (base salary + target bonus). Subject to release, confidentiality, non-compete, and non-solicit . |
| Potential Payments – Without Cause/Good Reason | Cash $1,149,300; Equity $2,614,874; Total $3,764,174 |
| Potential Payments – Following Change in Control | Cash $2,298,600; Equity $4,010,527; Total $6,309,127 |
| Health/Welfare & Outplacement | Continuation of benefits for one year; outplacement/career counseling up to $43,250 |
| Equity – Change of Control | Single-trigger: all Service RSUs and earned Performance RSUs vest in full; PSUs assumed at target for change in control determination |
| Clawback Policy | Adopted Nov 2023; mandatory recovery of erroneously awarded compensation after restatement for prior 3 fiscal years; discretionary recovery for misconduct and service-based equity; no restatement in 2024 |
| Tax Gross-Ups | No tax gross-ups on change-of-control severance benefits; relocation gross-ups may be provided |
| Deferred Compensation (NQDCP) | 2024 contributions: Executive $67,863; Company $124,219; earnings $161,041; year-end balance $1,728,514 |
Multi-Year Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $585,232 | $615,000 | $638,500 |
| Stock Awards ($) | $1,010,533 | $1,124,817 | $1,240,062 |
| Non-Equity Incentive Plan ($) | $819,325 | $705,713 | $132,808 |
| All Other Compensation ($) | $110,817 | $166,923 | $161,630 |
| Total ($) | $2,525,907 | $2,612,452 | $2,172,999 |
Compensation Structure Analysis
- Mix shift: Annual cash incentive paid at 26% of target in 2024 due to underperformance on cash flow, compressing short-term pay; LTIP paid 200% for 2021–2023 performance, reinforcing multi-year alignment .
- Equity-heavy design: 2024 LTIP target for Tashma rose to 200% of salary (from 175% in 2023), increasing at-risk equity exposure .
- Strong governance: Clawback policy compliant with NYSE and Rule 10D-1; insider hedging/pledging prohibited; ownership guidelines enforced .
Say‑on‑Pay, Peer Group, and Committee
- Say‑on‑Pay approvals: 91.5% in 2024; 92% in 2023; 91% in 2022, indicating strong stockholder support .
- Compensation consultant: Willis Towers Watson engaged; independent; benchmarking against industry- and survey-based peer groups .
- Peer group exemplars: Amcor, Avery Dennison, Ball, Berry Global, Crown, International Paper, Packaging Corp. of America, Sealed Air, Sonoco, WestRock, etc. .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – $100 initial investment | $103.95 | $121.60 | $140.89 | $158.66 | $177.28 |
| Net Income ($mm) | $167 | $204 | $522 | $723 | $658 |
| Adjusted EBITDA ($mm) | $1,070 | $1,056 | $1,600 | $1,876 | $1,682 |
| 2020–2024 Change | Stock price +60.3%; Net Income +394.0%; Adjusted EBITDA +157.2% |
Investment Implications
- Alignment and retention: Ownership guidelines (3× salary for EVPs) and strong clawback/anti-hedging/anti-pledging policies align incentives; beneficial ownership is meaningful but remains <0.2% of shares outstanding, moderating pure ownership alignment (313,789 shares vs 301.8m outstanding) .
- Vesting/selling dynamics: RSU-heavy pay with significant vesting (80,278 shares vested, $2.12m value realized in 2024) creates periodic supply potential; however, hedging/pledging is prohibited and no options outstanding reduces leverage risk .
- Change‑of‑control economics: Executive Severance Plan provides 2× (salary+target bonus) on CIC terminations and single‑trigger RSU acceleration on CIC; investors should factor increased equity vest value in transaction scenarios (CIC totals: cash $2.30m; equity $4.01m; total $6.31m) .
- Pay-for-performance: 2024 MIP paid 26% of target due to cash flow underperformance, while LTIP paid out at 200% for 2021–2023—overall signaling discipline on annual goals and emphasis on multi-year value drivers (Adjusted EBITDA, ROIC, organic growth, TSR) .
- Governance signal: Strong Say‑on‑Pay approval (91.5%) and independent advisor benchmarking suggest limited compensation inflation risk versus peers; committee oversight and clawback expand downside protection .