Michael Doss
GRAPHIC PACKAGING HOLDINGAbout Michael Doss
Michael P. Doss, 58, is President and CEO of Graphic Packaging Holding Company and a director since 2015; he became CEO on January 1, 2016 after joining the company in 1990 and progressing through senior operating and commercial roles. He holds an MBA in Finance from Western Michigan University and has supervisory responsibility for the CFO as CEO . Company performance under his leadership shows multi-year improvement: 2024 Adjusted EBITDA margin was 19.1%, with innovation sales growth of $205 million and $322 million returned to shareholders via dividends and buybacks . Pay-versus-performance disclosures indicate rising TSR and financials from 2020–2024, with Company TSR value of a $100 investment at $177.28 in 2024, Net Income of $658 million, and Adjusted EBITDA of $1,682 million .
Company performance snapshot (calendar years)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – $100 initial value | 103.95 | 121.60 | 140.89 | 158.66 | 177.28 |
| Net Income ($USD Millions) | 167 | 204 | 522 | 723 | 658 |
| Adjusted EBITDA ($USD Millions) | 1,070 | 1,056 | 1,600 | 1,876 | 1,682 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Graphic Packaging Holding Company | President & Chief Executive Officer | 2016–present | Led multi-year margin expansion, Vision 2030 rollout, capital returns |
| Graphic Packaging Holding Company | President & Chief Operating Officer | May–Dec 2015 | Transition to CEO; operational leadership |
| Graphic Packaging Holding Company | Chief Operating Officer | Jan 2014–May 2015 | Enterprise operations oversight |
| Graphic Packaging Holding Company | EVP, Commercial Operations | Prior to 2014 | Commercial strategy and growth |
| Graphic Packaging (and predecessors) | SVP, Consumer Packaging Division | Since Sept 2006; prior SVP Consumer Products Packaging | 2006–2008 |
| Graphic Packaging/Universal Packaging Division | VP Operations; Director of Web Systems | 2000–2006 | Manufacturing efficiency and systems |
| Graphic Packaging International (GPI) | Plant Manager (Gordonsville, TN; Wausau, WI) | 1990s | Plant-level execution and productivity |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Regal Rexnord Corporation (RRX) | Director | Current | Public company board |
| American Forest & Paper Association | Director | Current | Industry policy |
| Sustainable Forest Initiative | Director | Current | ESG forestry |
| Paper Recycling Coalition | Director | Current | Recycling advocacy |
| Atlanta Area Council, Boy Scouts of America | Director | Current | Community |
| Metro Atlanta Chamber of Commerce | Director | Current | Regional business |
| Woodruff Arts Center | Director | Current | Non-profit arts |
| American Bird Conservatory | Director | Current | Conservation |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 1,253,600 | 1,316,300 | 1,316,300 |
| Target bonus (% of salary) | — | 135% | 135% |
| Actual MIP payout ($) | 3,384,720 | 2,718,818 | 462,021 |
Notes:
- CEO base salary was held flat in 2024; Committee shifted mix toward at-risk pay .
- Target total direct pay positioned near peer group median; consultant Willis Towers Watson (WTW) supports benchmarking .
Performance Compensation
2024 Annual MIP design and results (paid early 2025)
| Metric | Weighting | Target | Actual | Payout outcome |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | $1,825 million | $1,693 million | 52% of component |
| Cash Flow before Debt Reduction | 50% | $832 million | $672 million | 0% of component |
| Total MIP payout vs target | — | — | — | 26% of target |
2021–2024 PSU award (3-year performance) – payout approved February 2024
| Metric | Weighting | Target | Actual | Component payout | TSR modifier | Total payout |
|---|---|---|---|---|---|---|
| 3-year Aggregate Adjusted EBITDA | 40% | $4,063m | $4,532m | 200% | ||
| 3-year Avg ROIC | 40% | 11.66% | 12.48% | 170.9% | ||
| 3-year Organic Revenue Growth | 20% | 75 bps | 225 bps | 150% | ||
| Combined pre-TSR payout | — | — | — | 188% | ||
| Relative TSR | ±20% | 50th percentile | 76th percentile | 120% modifier | ||
| Final PSU payout | — | — | — | 200% of target |
2024 long-term grant structure for CEO (granted Feb 15, 2024)
| Award type | Grant date | Shares (target) | Grant-date fair value ($) | Vesting schedule |
|---|---|---|---|---|
| Performance RSUs | 2/15/2024 | 192,111 | 4,877,698 | Cliff vest at 3 years; payout 0–200% with ROIC, Adj. EBITDA, Organic Growth + TSR ±20% |
| Service RSUs | 2/15/2024 | 96,055 | 2,280,346 | 1/3 each at 1, 2, 3-year anniversaries; accelerated on CIC per plan |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,236,890 shares (as of Mar 15, 2025) |
| Shares outstanding | 301,754,281 (Record Date Mar 24, 2025) |
| Ownership % of shares outstanding | ~0.74% (2,236,890 / 301,754,281) |
| Unvested Service RSUs (12/31/2024) | 310,660 total from 2022–2024 grants; market value $7,898,868 (sum of grant rows) |
| Unearned Performance RSUs at target (12/31/2024) | 621,319 total; market value $15,797,712 (sum of grant rows) |
| 2024 RSUs vested during year | 530,500 shares vested; value realized $14,005,200 |
| Options outstanding | None (no stock options held or exercised in 2024) |
| Insider hedging/pledging | Prohibited by policy; no pledging allowed (including margin accounts) |
| Ownership guidelines | CEO must hold ≥6x base salary; all executives and directors are in compliance or on track |
| Deferred comp balance (NQDCP) | $9,689,073 balance; $499,964 deferred by CEO and $434,714 company contribution in 2024 |
Insider selling activity (August 2024)
| Date | Transaction | Shares sold | Weighted avg. price | Post-transaction holdings | Source |
|---|---|---|---|---|---|
| 08/07/2024 | Open market sale | 86,374 | $28.05 (range $27.80–$28.61) | 2,123,202 | |
| 08/08/2024 | Open market sale | 164,443 | $28.21 (range $27.89–$28.41) | 1,958,759 | |
| 08/09/2024 | Open market sale | 49,183 | $27.91 (range $27.62–$28.10) | 1,909,576 |
Employment Terms
Key contract provisions (CEO)
- Employment agreement remains in effect; includes non-compete and non-solicit, severance for involuntary termination without cause or resignation for Good Reason; Good Reason includes material role reduction, pay reduction >10% (unless uniformly applied), mandatory relocation >50 miles, and breach of agreement .
- Without cause/Good Reason: cash equal to one year base salary, target bonus, prorated actual bonus, continued health/welfare benefits for one year, and retirement-like daily prorata vesting of unvested equity; if within one year of change-in-control, additional one year of base salary and 2x target bonus in lieu of prorated bonus .
- Service and Performance RSUs accelerate on change-in-control; PSUs earned at assumed target for payout calculation .
- Clawback policy adopted Nov 2023; mandatory recovery of erroneously-awarded incentive compensation after restatements and discretionary recovery for misconduct .
Potential payments upon termination (as of 12/31/2024)
| Scenario | Cash ($) | Equity vesting value ($) | Total ($) |
|---|---|---|---|
| Death/Disability | 1,777,005 (plus $109,692 life insurance salary increment) | 18,056,643 | 19,833,648 |
| Retirement / Non-renewal | — | 21,749,560 (assumes 6 months’ notice) | 21,749,560 |
| Without Cause / Good Reason | 4,870,310 | 16,854,426 | 21,724,736 |
| CIC + Without Cause/Good Reason | 7,963,615 | 25,312,550 | 33,276,165 |
Change-in-control triggers include ≥30% beneficial ownership change, board majority turnover, qualifying reorg/merger, sale of substantially all assets, or approved liquidation/dissolution .
Board Governance
- Board role: Doss is a director (Class I, term to 2026) and not independent due to executive status .
- Committees: Doss is not a member of Audit, Compensation, or Nominating committees; he serves only on the Board .
- Board leadership: independent Chairman (Philip R. Martens) since 2016; separate Chair/CEO structure; if CEO were Chair, a Lead Independent Director would be required .
- Attendance and independence: all directors attended ≥94% of meetings in 2024; majority of board independent; executive sessions held without management .
- ESG and risk oversight allocated across committees (Audit: cybersecurity and reporting; Nominating: ESG; Compensation: culture and talent) .
Director compensation (context; Doss as employee receives no director pay)
- Non-employee director retainers: $120,000 cash and ~$160,000 equity; additional chair fees as applicable; no meeting fees; NQDCP available .
Compensation Peer Group and Committee Practices
- Industry peer group for CEO/CFO benchmarking includes WestRock, International Paper, Avery Dennison, Amcor, Sealed Air, Berry Global, Sonoco, Crown, PCA, O-I Glass, Silgan, Greif, Pactiv Evergreen, Ball; survey peer group used for other NEOs .
- Independent consultant: Willis Towers Watson (WTW) advises the Compensation and Management Development Committee; WTW also supported TSR and PVP calculations; health/welfare consulting managed separately .
- Key practices: majority performance-based pay, ownership guidelines, clawbacks, incentive caps; no hedging/pledging; no tax gross-ups on change-of-control severance; no dividends on unvested equity .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2022 | 91% |
| 2023 | 92% |
| 2024 | 91.5% |
Equity Grants Outstanding (CEO) as of 12/31/2024
| Grant date | Service RSUs unvested (#) | Market value ($) | Performance RSUs at target (#) | Market/payout value ($) |
|---|---|---|---|---|
| 2/22/2022 | 112,026 | 2,761,441 | 224,051 | 5,522,857 |
| 2/15/2023 | 102,579 | 2,528,572 | 205,157 | 5,057,120 |
| 2/15/2024 | 96,055 | 2,608,854 | 192,111 | 5,217,735 |
| Totals | 310,660 | $7,898,868 | 621,319 | $15,797,712 |
Related Party Transactions, Risk Indicators & Red Flags
- Related party transaction policy overseen by Audit Committee; transactions >$120,000 reviewed and subject to arm’s-length standards .
- Clawback policy in place; no restatement-triggered recoveries in 2024 .
- Hedging and pledging prohibited (alignment-friendly) .
- No stock options outstanding or repricings; equity is RSU/PSU-based .
- Strong Say-on-Pay support; separate Chair/CEO mitigates dual-role concerns .
- Insider selling: CEO sold ~300,000 shares across Aug 7–9, 2024; holdings increased thereafter through vesting, reaching 2,236,890 by March 2025 (Form 4 and proxy ownership table) .
Compensation Structure Analysis
- Mix shift toward equity: CEO LTIP target rose from 530% to 560% of salary in 2024, with no base salary increase—heightening performance sensitivity and retention via RSUs/PSUs .
- At-risk pay responsive to performance: 2024 MIP paid 26% of target due to below-target Cash Flow before Debt Reduction and ~93% of EBITDA target, demonstrating downside linkage .
- Long-term program emphasizes ROIC, Adj. EBITDA, organic growth with TSR modifier; 2021–2024 cycle paid at 200% reflecting superior multi-year operational and market performance .
- Policies avoid misalignment: no hedging/pledging, clawbacks, ownership guidelines at 6x salary for CEO; no tax gross-ups on CIC .
Investment Implications
- Alignment: Strong ownership, strict anti-hedging/pledging policy, and high equity mix support long-term alignment; CEO holds ~0.74% of shares outstanding and complies with 6x salary ownership guideline .
- Performance linkage: Incentives tied to ROIC, EBITDA, and organic growth with TSR adjustments—historically paying well only when multi-year goals are met; 2024 MIP underscored downside sensitivity (26% payout) .
- Retention and CIC economics: CEO’s CIC protection is robust (total potential ~$33.3M), with accelerated vesting and 2x target bonus in CIC termination—a factor in deal scenarios and executive retention; single/double-trigger mechanics and Good Reason definitions limit opportunistic exits .
- Trading signals: August 2024 insider sales (~300k shares) suggest periodic liquidity or tax events; subsequent RSU vesting restored holdings and 2025 beneficial ownership was higher, tempering sustained selling pressure risk .
- Governance quality: Separate Chair/CEO and committee oversight of ESG, risk, and culture reduce dual-role concerns; high Say-on-Pay support (>91%) indicates shareholder acceptance of pay design .
S&P Global financials disclaimer: If revenue figures are needed for historical growth analysis, I can add a revenues table with values retrieved from S&P Global upon request.*