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Robbert Rietbroek

Robbert Rietbroek

President and Chief Executive Officer at GRAPHIC PACKAGING HOLDINGGRAPHIC PACKAGING HOLDING
CEO
Executive
Board

About Robbert Rietbroek

Robbert E. Rietbroek, 52, is President and CEO of Graphic Packaging Holding Company and a director since January 1, 2026. He brings more than 25 years of global leadership experience across some of the world's largest consumer products companies, including PepsiCo, Kimberly-Clark, Procter & Gamble, Primo Water, and Primo Brands. He holds a Master's degree from Maastricht University in the Netherlands and has three packaging design patents.

Mr. Rietbroek was appointed CEO following a confidential search led by Korn Ferry. The Board selected him for his extensive CPG expertise and track record of delivering value-creating results, positioning him to drive organic growth and world-class execution. He succeeds Michael P. Doss, who served as CEO from 2016-2025 and helped transform Graphic Packaging into an industry leader.

Company performance snapshot (calendar years)

Metric20202021202220232024
Company TSR - $100 initial value103.95121.60140.89158.66177.28
Net Income ($USD Millions)$167$204$522$723$658
Adjusted EBITDA ($USD Millions)$1,070$1,056$1,600$1,876$1,682

Past Roles

OrganizationRoleYearsStrategic Impact
Primo Brands CorporationChief Executive Officer & DirectorNov 2024 - Nov 2025Led newly combined entity post-merger; named one of America's Greenest Companies by Newsweek
Primo Water CorporationChief Executive Officer & DirectorJan 2024 - Nov 2024Drove growth, operational excellence; led transformative merger with BlueTriton Brands
PepsiCo - Quaker Foods North AmericaSenior Vice President & General Manager2019 - 2024Oversaw end-to-end operations and P&L; achieved significant volume and revenue growth over 5-year tenure
PepsiCo Australia & New ZealandSenior Vice President & General ManagerPrior to 2019Led regional business performance
Kimberly-ClarkVice President & Global Sector Leader, Baby and Child CarePrior rolesLed global category strategy
Kimberly-Clark Australia & New ZealandVice President & General ManagerPrior rolesResponsibility for Millicent Mill, one of largest paper tissue facilities in Asia-Pacific
Procter & GambleVarious positions (15 years)Early careerStrategic initiatives and brand development across Europe, South America, and the United States

External Roles

OrganizationRoleYearsNotes
American Forest & Paper AssociationBoard of DirectorsCurrentIndustry association
Metro Atlanta ChamberBoard of Directors, Executive CommitteeCurrentRegional business leadership
Wall Street Journal CEO CouncilMemberCurrentCEO peer network
Consumer Brands AssociationDirectorPreviousIndustry association
World Business ChicagoDirectorPreviousRegional business development
Australian Food and Grocery CouncilDirectorPreviousIndustry policy
American Chamber of Commerce AustraliaDirectorPreviousBusiness/trade association

Fixed Compensation

Component2026 (Initial)
Base Salary ($)$1,350,000
Target Bonus (% of salary)150%
Target Bonus ($)$2,025,000
Target LTIP (% of salary)560%
Target LTIP ($)$7,560,000
Target Total Direct Compensation~$10,935,000

Notes:

  • CEO base salary and targets set per Employment Agreement effective January 1, 2026
  • Target total direct pay positioned competitively with peer group
  • Compensation consultant Willis Towers Watson (WTW) supports benchmarking

Sign-On Equity Grant

Award TypeGrant DateValueVesting Schedule
Sign-On Time-Based RSUsJanuary 1, 2026$4,000,0001/3 vesting annually over 3 years on anniversary of start date

Long-Term Incentive Structure (2026 Ongoing)

Award TypeTarget Value (% of Salary)Description
Performance RSUs~373% (2/3 of 560%)Vest based on 3-year Adjusted EBITDA, ROIC, Organic Revenue Growth with TSR modifier +/-20%; payout 0-200% of target
Service RSUs~187% (1/3 of 560%)1/3 vesting each at 1, 2, 3-year anniversaries

Performance Metrics for LTIP (based on GPK historical structure):

  • Adjusted EBITDA (40% weight)
  • Return on Invested Capital (40% weight)
  • Organic Revenue Growth (20% weight)
  • Relative TSR modifier: +/-20% adjustment to payout

Equity Ownership & Alignment

ItemDetail
Sign-on RSU grant$4,000,000 (granted January 1, 2026)
Current beneficial ownershipTo be disclosed in future proxy filings
Ownership guidelinesCEO must hold >=6x base salary ($8,100,000 in stock)
Timeline to compliance5 years from becoming subject to guidelines
Insider hedging/pledgingProhibited by policy; no pledging allowed
Clawback policySubject to mandatory and discretionary recovery of erroneously-awarded compensation

Employment Terms

Key Contract Provisions (CEO)

The Rietbroek Employment Agreement, effective January 1, 2026, includes:

  • Term: Employment at-will with no definite term
  • Reporting: Reports solely to the Board of Directors
  • Relocation: Required to relocate to Atlanta, Georgia by September 21, 2026; travel expenses reimbursed until relocation
  • Vacation: 5 weeks paid vacation annually
  • Non-compete: 1-year post-termination restriction on working for competitors
  • Non-solicitation: 1-year post-termination restriction on soliciting employees and customers

Good Reason Definition includes:

  • Material diminution in duties or responsibilities
  • Material reduction in base salary (unless <=10% and applied uniformly)
  • Material breach by Company
  • Mandatory relocation >50 miles

Potential Payments Upon Termination

ScenarioCash SeverancePro-Rata BonusEquity TreatmentBenefits
Death/DisabilityBase salary through termination + 1 month (death only)Pro-rata target bonusPer plan/award termsStandard
Without Cause / Good Reason (pre-CIC)2x base salary + 2x target bonus ($6,750,000)Pro-rata actual bonusPro-rata vesting of performance RSUs based on actual performance18 months COBRA subsidy + $25,000 outplacement
Without Cause / Good Reason (within 2 years post-CIC)2x base salary + 2x target bonus ($6,750,000)Pro-rata target bonusAccelerated per plan terms2 years COBRA subsidy + $25,000 outplacement

Change-in-Control Definition includes:

  • Incumbent directors cease to constitute board majority
  • =30% beneficial ownership change

  • Qualifying reorganization/merger
  • Sale of substantially all assets
  • Approved liquidation/dissolution

Board Governance

ItemDetail
Board roleDirector (Class I) effective January 1, 2026; not independent due to executive status
CommitteesNot a member of Audit, Compensation, or Nominating committees; serves only on the Board
Board leadershipIndependent Chairman (Philip R. Martens) since 2016; separate Chair/CEO structure
Director compensationNone - CEO receives no additional director pay while serving as executive
Board attendanceAll directors attended >=94% of meetings in 2024
ESG oversightNominating Committee; Audit Committee oversees cybersecurity; Compensation Committee oversees culture/talent

Compensation Peer Group and Committee Practices

Industry Peer Group (for CEO benchmarking): Amcor plc, Avery Dennison Corporation, Ball Corporation, Berry Global Group, Inc., Crown Holdings, Inc., Greif, Inc., International Paper Company, O-I Glass, Inc., Packaging Corporation of America, Inc., Pactiv Evergreen Inc., Sealed Air Corporation, Silgan Holdings, Inc., Sonoco Products Company, WestRock Company

Key Compensation Practices:

  • Majority of compensation is performance-based
  • Stock ownership guidelines (6x salary for CEO)
  • Clawback policy for restatements and misconduct
  • Independent compensation consultant (WTW)
  • Annual Say-on-Pay vote
  • No hedging/pledging permitted
  • No tax gross-ups on change-of-control severance
  • No dividends on unvested equity

Say-on-Pay & Shareholder Feedback

YearSay-on-Pay Approval
202291%
202392%
202491.5%

Related Party Transactions, Risk Indicators & Red Flags

ItemAssessment
Related party transactionsPolicy overseen by Audit Committee; transactions >$120,000 reviewed
Prior relationships with GPKNone disclosed; no relationship requiring disclosure under Item 401(d) or 404(a) of Regulation S-K
Clawback policyIn place; no restatement-triggered recoveries in 2024
Hedging/pledgingProhibited
Stock optionsNone - equity is RSU/PSU-based
Governance structureSeparate Chair/CEO mitigates dual-role concerns

Compensation Structure Analysis

  • Mix shift toward at-risk pay: CEO total target compensation is heavily weighted toward incentive compensation (150% target bonus + 560% LTIP vs. 100% base salary), ensuring strong alignment with performance
  • Sign-on equity retention: $4 million sign-on RSU grant vesting over 3 years creates strong retention incentive during initial tenure
  • Long-term alignment: LTIP emphasizes ROIC, Adjusted EBITDA, and organic growth with TSR modifier - historically paying well only when multi-year goals are met; 2024 MIP demonstrated downside sensitivity (26% payout)
  • Competitive positioning: Target compensation positioned at approximately median of industry peer group
  • Best practices: No hedging/pledging, robust clawbacks, 6x salary ownership guideline; no tax gross-ups on CIC

Investment Implications

  • Fresh leadership amid challenges: Mr. Rietbroek was appointed amid a ~50% decline in GPK's share price over the prior year. The Board initiated the CEO transition to restore value and accelerate Vision 2030 execution.
  • CPG expertise: Extensive consumer packaged goods background at PepsiCo, Kimberly-Clark, and Procter & Gamble positions him to understand customer needs and drive organic growth through innovation.
  • Transformation track record: Led Primo Water's transformative merger with BlueTriton Brands, demonstrating M&A and integration capabilities.
  • Alignment: Compensation structure with 560% LTIP target and $4M sign-on equity creates strong incentive alignment with shareholders; 6x salary ownership requirement ensures long-term skin in the game.
  • Governance quality: Separate Chair/CEO structure, independent board oversight, high Say-on-Pay support (>91%), and robust compensation policies reduce governance risk.
  • Near-term focus areas (per CEO): Cost and production optimization, Vision 2030 execution, free cash flow improvement, and creating innovative sustainable packaging solutions.
  • Activist involvement: Eminence Capital has been engaged with the company; GPK reiterated commitment to Vision 2030 and confidence in new leadership.

Data sourced from GPK 8-K filed December 8, 2025, 2025 Proxy Statement (DEF 14A), and company press releases.