Laurie Brlas
GRAPHIC PACKAGING HOLDINGAbout Laurie Brlas
Laurie Brlas, 67, has served on Graphic Packaging Holding Company’s Board since January 11, 2019 and is currently standing for re‑election as a Class III director with a term to expire in 2028. She is a former EVP and CFO of Newmont Mining (2013–2016), previously CFO and later EVP & President, Global Operations at Cliffs Natural Resources (2006–2013), SVP & CFO at STERIS (2000–2006), and SVP & Corporate Controller at OfficeMax (1995–2000). She is independent under NYSE and company standards and has 6.2 years of GPK board tenure as of 2024; attendance for all directors in 2024 was at least 94% of Board and assigned committee meetings. She currently serves on the boards of Albemarle Corporation and Autoliv, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newmont Mining Corporation | Executive Vice President & Chief Financial Officer | 2013–2016 | Senior financial leadership at a global mining leader |
| Cliffs Natural Resources | Chief Financial Officer; later EVP & President, Global Operations | 2006–2013 | Progression from finance to operations leadership across a large industrial company |
| STERIS Corporation | Senior Vice President & Chief Financial Officer | 2000–2006 | Corporate finance leadership in medical technology |
| OfficeMax, Inc. | Senior Vice President & Corporate Controller | 1995–2000 | Corporate controllership at a public retailer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albemarle Corporation | Director | Current | Specialty chemicals board service |
| Autoliv, Inc. | Director | Current | Global automotive safety supplier board service |
| Other Public Company Board Service | Aggregate years | 33 years | Skills matrix disclosure |
Board Governance
- Committee assignments: Compensation & Management Development Committee member; Nominating & Corporate Governance Committee member; not listed as a chair. Audit Committee membership is blank for Brlas (not a member). 2024 meeting counts: Board (5), Audit (6), Compensation (5), Nominating (3). All directors (except the CEO) were independent; all directors attended at least 94% of meetings.
- Independence: Board determined all 2024 directors were independent except the CEO, Michael Doss. Independence standards follow SEC/NYSE and company guidelines (no material relationships, thresholds for compensation, audit affiliations, related-party payments).
- Executive sessions: Non‑management directors met in regular executive sessions without management; chaired by the independent Chairman, Philip Martens. Mandatory retirement age is 72.
- ESG oversight: ESG oversight is assigned to the Nominating & Corporate Governance Committee (of which Brlas is a member); Audit Committee oversees cybersecurity and ESG reporting controls; Compensation Committee oversees culture and human capital.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (2024) | $120,000 | Paid quarterly; program unchanged in 2024 |
| Annual Equity Grant (2024) | $160,013 | Granted in May; paid in shares of common stock; fractional share rounding noted ($13) |
| Total Director Compensation (2024) | $280,013 | Sum of cash and stock awards for Brlas |
| Meeting Fees | $0 | Company does not pay meeting fees; reimburses reasonable expenses |
| Chair Fees (if applicable) | $0 | Brlas not disclosed as chair; chair fee schedule exists for Board and committees |
COMPENSATION HISTORY (program levels)
- Annual Cash Retainer: $100,000 (2019) → $110,000 (2021) → $120,000 (2023); Annual Equity Grant: $120,000 (2019) → $140,000 (2021) → $160,000 (2023). No changes in 2024.
Performance Compensation
| Metric/Vehicle | Applies to Non‑Employee Directors? | Detail |
|---|---|---|
| Performance‑based equity (PSUs/Options) | No disclosure of PSUs or options for directors | Annual equity is delivered as shares of common stock with ~$160,000 grant‑date value in May; no meeting fees or performance metrics for director pay |
| Deferred Compensation | Available; elective | Directors NQDCP allows deferral of cash and equity; 2024 participants were Aghili, Hagemann, Scarborough, Wentworth (Brlas not listed among participants) |
| Clawback/Policies | Company clawback policy (executives) and anti‑hedging/pledging policy | Clawback policy adopted (Nov 2023) for executives; company prohibits hedging, short sales, publicly‑traded options, and pledging by directors/officers/employees |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee Interlocks | None requiring disclosure in 2024; Brlas served on GPK’s Compensation & Management Development Committee alongside other independent directors |
| Outside Board Service Limits | Policy: no director may serve on more than 3 other boards; CEO limited to one. Brlas disclosed as serving on two (Albemarle, Autoliv) — within limit. |
Expertise & Qualifications
| Skill (from Directors’ Skills Matrix) | Brlas |
|---|---|
| Senior Executive Leadership | X |
| Operations Experience | X |
| International Business | X |
| Mergers & Acquisitions | X |
| Cybersecurity/IT Risk | X |
| Human Capital Management | X |
| ESG Oversight | X |
| Years of other public company board service | 33 |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Laurie Brlas | 45,219 | <1% | As of March 15, 2025; directors expected to maintain stock ≥3x annual cash retainer; all non‑management directors are in compliance or on track. Hedging and pledging are prohibited under company policy. |
Governance Assessment
- Strengths: Independent director with CFO and operations credentials; active roles on Compensation and Nominating & Corporate Governance (ESG oversight) committees; strong attendance (≥94% for all directors in 2024); equity‑linked director pay promotes alignment; hedging/pledging prohibited; stock ownership guideline of 3x cash retainer with directors in compliance/on track.
- Neutral/Monitoring: WTW serves as independent compensation consultant to the Compensation Committee and also provided separate health/welfare benefits consulting to the company (managed separately); the proxy discloses consultant independence and scope — continue monitoring for potential perceived conflicts.
- Red flags: None disclosed regarding related‑party transactions for Brlas; Audit Committee reviews any related‑party matters under formal policy. No compensation committee interlocks requiring disclosure in 2024.
Overall signal: Brlas’ financial and operational background, committee placements in compensation and ESG governance, and policy‑aligned ownership support investor confidence in board effectiveness at GPK. The director compensation mix (cash retainer plus equity grant) and anti‑hedging/pledging policy further reinforce alignment.