Philip Martens
GRAPHIC PACKAGING HOLDINGAbout Philip R. Martens
Philip R. Martens (age 64) is Graphic Packaging Holding Company’s independent Chairman of the Board, serving in that role since May 25, 2016 and on the Board since November 21, 2013 (tenure ~11.4 years). He is a former President & CEO of Novelis Inc. (2009–2015) and held senior leadership roles at Ford Motor Company (1987–2005), among other manufacturing companies. Education is not disclosed in the proxy. Martens is independent, presides over executive sessions, and directors attended at least 94% of meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novelis Inc. | President & Chief Executive Officer | 2009–2015 | Led global rolled aluminum manufacturer |
| Ford Motor Company | Group Vice President, Product Creation (and prior engineering/leadership roles) | 1987–2005 | Senior operational leadership in automotive product creation |
| ArvinMeritor Inc. | Senior Vice President, Light Vehicle Systems | Not disclosed | Automotive systems leadership; subsequent CEO-designate of Arvin Innovation |
| Arvin Innovation | President & CEO designate | Not disclosed | Global motion/control systems leadership |
| Plastech Engineered Products | President & Chief Operations Officer | Not disclosed | Operational leadership in engineered products |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| International Automotive Components | Chairman of the Board | Current (dates not disclosed) |
Board Governance
- Roles: Independent Chairman of the Board since May 25, 2016; Chair, Nominating & Corporate Governance Committee. Not a member of the Audit or Compensation & Management Development Committees.
- Independence: Board determined all directors serving in 2024 were independent except the CEO (Mr. Doss); Martens is independent.
- Attendance and engagement: All directors attended at least 94% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting. Non-management directors met in regular executive sessions; Martens presided.
- Committee oversight: ESG oversight assigned to the Nominating & Corporate Governance Committee; cybersecurity oversight to the Audit Committee.
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Board of Directors | Member | Chairman | 5 |
| Audit Committee | Not a member | — | 6 |
| Compensation & Mgmt Development | Not a member | — | 5 |
| Nominating & Corporate Governance | Member | Chair | 3 |
Fixed Compensation
| Component (Non-Employee Director) | Program Terms | 2024 Amount (Martens) |
|---|---|---|
| Annual Cash Retainer | $120,000 (as revised May 24, 2023) | Included in cash |
| Chair of the Board Fee | $150,000 | Included in cash |
| Chair – Nominating & Corporate Governance | $150,000 (same fee level category) | Program term only; total cash shown below |
| Committee Chair – Audit | $25,000 | N/A |
| Committee Chair – Compensation | $20,000 | N/A |
| Meeting Fees | None; expenses reimbursed | N/A |
| Annual Equity Grant | ~$160,000 value in common stock (May grant) | $160,013 |
| Cash Fees Earned (2024) | Quarterly payments | $270,000 |
| Total Compensation (2024) | Cash + Equity | $430,013 |
Notes:
- The director compensation program was benchmarked by WTW; no changes in 2024 after the May 24, 2023 revision.
- The Directors’ nonqualified deferred compensation plan permits deferral; participants in 2024 included Aghili, Hagemann, Scarborough, Wentworth (Martens not listed).
Performance Compensation
Directors do not receive performance-tied incentive pay; annual equity awards are fixed-value stock grants rather than PSUs/options for directors. No director-level performance metrics apply to Martens’ compensation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed for Martens in proxy beyond GPK; IAC chairman role disclosed (IAC not identified as public). |
| Compensation committee interlocks | None of the Compensation Committee members had relationships requiring interlock disclosure in 2024. |
| Shared directorships with counterparties | Not disclosed. |
Expertise & Qualifications
- Senior executive leadership, operations, international business, M&A, innovation management, human capital, ESG: skills matrix marks indicate broad, relevant expertise for Martens relative to GPK’s business.
- Industry breadth: Extensive international operations experience in Europe, South America, and Asia.
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | As-of Date |
|---|---|---|---|
| Philip R. Martens | 83,548 | ~0.028% (83,548 / 301,754,281) | March 15, 2025 |
Additional alignment and policy signals:
- Director stock ownership guidelines: 3x annual cash retainer; directors and executives are in compliance or on target.
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors and employees.
Governance Assessment
- Board effectiveness: Independent Chair since 2016, strong attendance (≥94%), regular executive sessions chaired by Martens, and clear delegation of ESG and cybersecurity oversight to committees; these support independent oversight and investor confidence.
- Alignment: Meaningful personal share ownership (83,548 shares) and equity-based director compensation plus stock ownership guidelines reinforce alignment; hedging/pledging prohibitions further protect alignment.
- Compensation structure: Cash retainer and fixed-value equity reflect standard market practice; Martens’ 2024 pay mix (cash $270,000; equity $160,013) balances cash and stock; no meeting fees.
- Conflicts and related-party oversight: Audit Committee reviews related-party transactions under a formal policy; proxy does not disclose any related-party transactions involving Martens.
- Shareholder signals: Say-on-Pay approval 91.5% in 2024 indicates broad support for executive pay practices and governance oversight under the Board’s leadership.
- Structural notes: Board has separate Chair/CEO roles, mandatory retirement age of 72, no poison pill, and majority-withhold resignation policy—each a positive governance indicator.
RED FLAGS (none disclosed specific to Martens):
- No pledging or hedging by directors permitted; no related-party transactions involving Martens disclosed; no interlocks disclosed.