Robert Hagemann
GRAPHIC PACKAGING HOLDINGAbout Robert A. Hagemann
Robert A. Hagemann (age 68) has served on GPK’s Board since May 21, 2014 (tenure ~10.9 years). He is a former long-tenured CFO of Quest Diagnostics and is identified by GPK as an Audit Committee financial expert; he is an independent director under NYSE and company guidelines and attended at least 94% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quest Diagnostics | Senior VP & CFO; earlier VP & CFO and Corporate Controller | CFO May 2003–July 2013; VP & CFO since Aug 1998; Controller since 1996 | Led finance for ~15 years; extensive M&A execution and integrations |
| Corning Life Sciences (subsidiary of Corning) | Senior financial roles | 1992–1996 | Progressed to Corporate Controller for Quest predecessor |
| Prime Hospitality; Crompton & Knowles | Senior financial positions | Prior to 1992 | Finance leadership roles |
| Arthur Young & Co. (predecessor to Ernst & Young) | Auditor | Early career | Public accounting experience |
External Roles
| Company | Board Role | Committee Roles | Notes |
|---|---|---|---|
| Zimmer Biomet Holdings, Inc. | Director | Chair, Audit Committee; Member, Corporate Governance Committee | Financial oversight leadership; governance experience |
| Ryder System, Inc. | Director | Member, Audit Committee; Member, Finance Committee | Additional audit and capital oversight |
Board Governance
- Committee assignments: Audit Committee member (financial expert) and Nominating & Corporate Governance Committee member; not a chair. Independent director with 10.9 years tenure on Board; Board met 5 times in 2024; Audit 6; Compensation 5; Nominating 3 .
- Independence and attendance: Board determined all 2024 directors except the CEO were independent; all directors attended at least 94% of Board/committee meetings; directors attended the 2024 annual meeting; executive sessions held regularly with the independent chair presiding .
- Board leadership and oversight: Independent Chairman (Philip R. Martens) with separated Chair/CEO roles; Audit Committee oversees cybersecurity and information security reporting; Nominating Committee oversees ESG; Compensation Committee oversees culture/talent and pay-risk alignment .
- Related-party controls: Audit Committee reviews/approves related-party transactions under a formal policy; no director-specific related-party transactions disclosed for Hagemann in the proxy .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| 2024 | 120,000 | 160,013 | 280,013 |
- Program terms: Non-employee director compensation set at market mid-point; equity granted annually in May at ~$160,000 in common stock; no per-meeting fees; reimbursement of reasonable expenses .
- History: Program revised May 24, 2023 (cash retainer to $120,000; annual equity to $160,000); unchanged in 2024 .
- Deferrals: Participates in Directors’ nonqualified deferred compensation plan (NQDCP), which allows deferral of cash and equity into investment funds or a company stock fund .
Performance Compensation (Director)
- No performance-based director compensation is disclosed; annual director equity is time-based common stock grants rather than PSUs/TSR modifiers (performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| External Issuer | Sector Link to GPK | Potential Interlock/Conflict |
|---|---|---|
| Zimmer Biomet | Medical devices; packaging exposure possible, but no GPK related-party disclosure | None disclosed; related-party transactions are subject to Audit Committee review |
| Ryder System | Logistics/transport; may be a service provider to industrials broadly | None disclosed; independence affirmed |
- Board service limits: GPK limits directors to no more than three other public boards; Hagemann serves on two (within policy) .
Expertise & Qualifications
- Identified skills: senior executive leadership, operations, international business, M&A, innovation management, cybersecurity/IT risk, human capital, ESG; 26 aggregate years of other public company board service (ex-GPK) .
- Audit financial expert: Hagemann is flagged with an asterisk denoting Audit Committee financial expert; Audit Committee members are all financially literate and independent .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Robert A. Hagemann | 132,037 | <1% (asterisk) |
- Ownership guidelines: Non-management directors must hold ≥3x annual cash retainer; company states all non-management directors are in compliance or on track .
- Hedging/pledging: Company prohibits hedging, short sales, publicly-traded options, and pledging of company stock by directors and employees .
Governance Assessment
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Strengths
- Deep finance and audit leadership; designated audit financial expert; sits on audit chairs/committees at two other public companies, enhancing oversight quality at GPK .
- Independence, strong attendance, and separation of Chair/CEO bolster board effectiveness; Audit Committee oversight includes cybersecurity, an investor concern area .
- Director pay mix balanced (cash + equity) with equity alignment; stock ownership guidelines met/on track; hedging/pledging banned reduces misalignment risk .
- No related-party transactions disclosed involving Hagemann; formal policy and Audit Committee review mitigates conflict risk .
- Consistent shareholder support for pay (91.5% Say-on-Pay approval in 2024), signaling investor confidence in governance and compensation oversight .
-
Watch items
- Multiple external board commitments can increase workload, but remains within GPK policy (≤3) and roles appear complementary to his audit expertise .
- Director equity is time-based (no performance linkage); alignment relies on ownership guidelines and market exposure rather than explicit performance metrics .
-
Red flags
- None observed: independence affirmed; attendance robust; no pledging/hedging; no related-party transactions disclosed for Hagemann .