Lynn Wentworth

About Lynn A. Wentworth

Lynn A. Wentworth (age 66) is an independent director of Graphic Packaging Holding Company, serving on the Board since November 18, 2009 (≈15.4 years of tenure as of 2024) . She is a certified public accountant and former Senior Vice President, Chief Financial Officer and Treasurer of BlueLinx Holdings Inc.; previously Vice President and Chief Financial Officer for BellSouth Corporation’s Communications Group (1985–2007) . Her governance credentials include extensive audit and finance leadership and public company board experience (aggregate 28 years of other public company board service) .

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Chair, Compensation and Management Development Committee; Member, Nominating and Corporate Governance Committee; not on Audit Committee .
• Independence: Board determined all directors serving in 2024 were independent except the CEO (Michael P. Doss); Wentworth is independent .
• Attendance: All directors attended at least 94% of Board and assigned committee meetings in 2024; all directors attended the 2024 annual meeting of stockholders .
• Executive sessions: Non-management directors met in regular executive sessions in 2024 without management present .
• Board leadership structure: Independent Chairman (Philip R. Martens) since May 25, 2016; oversight of ESG delegated to Nominating & Corporate Governance; cybersecurity oversight delegated to Audit .

Fixed Compensation

Performance Compensation

Committee effectiveness: As Chair of the Compensation and Management Development Committee, Wentworth oversees executive pay design, talent and succession, risk review of compensation programs, and clawback/ownership compliance; WTW engaged as independent consultant and assessed for independence .

Other Directorships & Interlocks

• Compensation Committee interlocks: None of the Compensation and Management Development Committee members (including Wentworth) had any relationship requiring disclosure as a compensation committee interlock in 2024 .
• Shared directorships with competitors/suppliers/customers: Not disclosed in the proxy; no related-party transactions specific to Wentworth are identified in the document. Audit Committee reviews related-party transactions per policy .

Expertise & Qualifications

• Financial leadership: Former CFO roles; CPA credential .
• Audit and risk: Chairs audit committees externally; Audit Committee “financial expert” skills broadly represented on GPK Audit Committee (Wentworth not a member) ; skills matrix includes cybersecurity risk management and IT expertise for Wentworth .
• Strategy/operations/M&A: Skills matrix shows senior executive leadership, M&A experience, human capital management, ESG experience; 28 years of other public company board service .

Equity Ownership

• Stock ownership guidelines: Directors must hold ≥3x annual cash retainer; all non-management directors are in compliance or on track .
• Hedging/pledging: Company policy prohibits hedging, short sales, public options, and pledging/margin accounts for directors and employees .

Governance Assessment

• Alignment and independence: Independent director with deep finance/audit background; chairs Comp Committee and sits on Nominating & Corporate Governance, supporting oversight of pay, culture, succession, and ESG governance .
• Engagement: Strong attendance (Board-wide ≥94% in 2024) and participation in executive sessions indicate active oversight .
• Pay structure: Director compensation mix is balanced (cash retainer + committee chair fee + fixed-value equity), with WTW benchmarking to mid-point of peers and availability of deferral into stock fund—positive alignment signal; no meeting fees .
• Ownership and conduct: Meaningful personal stake (111,135 shares, <1%) and compliance with ownership guidelines; strict no-hedging/no-pledging policy reduces alignment red flags .
• Conflicts/Interlocks: No compensation committee interlocks requiring disclosure in 2024; related-party transaction oversight centralized in Audit Committee per formal policy .
• Shareholder sentiment: Say-on-Pay approval at 91.5% in 2024 (prior years >90%) supports confidence in pay practices overseen by her committee .

Supporting Governance and Compensation References