Charles Carter
Executive Vice President — Mill Operations at PKG
Executive
About Charles Carter
Charles J. Carter (age 65) serves as Executive Vice President – Mill Operations at Packaging Corporation of America (PCA) and has led the company’s mill operations since January 2011; he previously served as Director of Papermaking Technology (Mar 2010–Jan 2011) and spent 28 years in pulp and paper roles including Vice President & General Manager of AbitibiBowater’s Calhoun, TN mill (2007–2010) and manager of SP Newsprint’s Dublin, GA mill (1999–2007) . Under PCA’s mill leadership, 2024 performance included record containerboard production and completion of the Jackson mill conversion, with EPS excluding special items rising to $9.04 (from $8.70 in 2023), operating cash flow of ~$1.191B and free cash flow of ~$521M; one-, three-, and five-year TSR were 41.7%, 81.9%, and 135.2%, respectively . PCA’s 2024 revenues were $8,383M, near peer group median; market cap ranked around the 75th percentile compared to peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Packaging Corporation of America | EVP – Mill Operations | 2011–present | Leads mill operations; company reported record containerboard output and major mill conversion in 2024 |
| Packaging Corporation of America | Director of Papermaking Technology | 2010–2011 | Corporate papermaking technology leadership |
| AbitibiBowater (Calhoun, TN) | VP & General Manager | 2007–2010 | Mill general management |
| SP Newsprint (Dublin, GA) | Mill Manager | 1999–2007 | Mill operations leadership |
External Roles
- No external public-company board roles disclosed in PCA’s executive officer biographies for Carter .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $738,690 | $766,392 | $795,132 |
| All Other Compensation ($) | $112,312 | $96,198 | $103,894 |
| Total Compensation ($) | $3,998,464 | $3,884,130 | $4,152,463 |
2024 “All Other Compensation” breakdown for Carter:
- Company 401(k) contribution: $17,940
- Company contribution to non-qualified deferred compensation plan: $65,700
- Extended 401(k) match: $20,254
Performance Compensation
| Component | Metric / Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual EICP (Cash) – 2024 | EPS excluding special items; payout matrix with threshold/target/max | Threshold $5.63; Target $7.50; Max $9.75 EPS | Company achieved $9.04 EPS; payout 139% of target; Carter received $1,218,670 | Annual, based on full-year performance |
| Long-Term Equity – 2024 mix | ~1/3 Restricted Stock; ~1/3 ROIC Units; ~1/3 TSR Units | Equal grant-date values per type | ROIC and TSR awards performance-based; RS time-based | RS: cliff vest at 4 years; ROIC: 4-year performance (2024–2027) pays at 0–120%; TSR: 3-year (Mar 1, 2024–Feb 28, 2027) pays at 0–200% |
| ROIC Units – 2024 grant | Peer-relative average ROIC (2024–2027); payout capped at 120% | Target shares: 3,846; Threshold 0 | Payout curve: top-3 pays 106.66–120%; median–4th pays 100%; 3rd quartile pays 40–100%; 4th quartile 0 | Pays on/after Feb 28, 2028 (service condition) |
| TSR Units – 2024 grant | Peer-relative TSR (Mar 1, 2024–Feb 28, 2027) | Target shares: 3,308; Threshold 0 | Payout curve: 33.33rd–median pays 0–100%; median–top pays 100–200%; top pays 200% | Pays after committee certification post-period end |
| Historical LTI payout | 2021 TSR Units (3/1/2021–2/28/2024) | N/A | Paid at 176.4% of target (company-level TSR ~88th percentile) | Vested Mar 25, 2024 |
| Historical LTI payout | 2021 ROIC Units (2021–2024 avg ROIC) | N/A | Certified at 114% of target (second-highest peer) | Vested Feb 23, 2025 |
2024 Grant Date Fair Values for Carter:
- Restricted Stock: $678,281 (3,846 shares)
- ROIC Units: $678,281 (target 3,846; max 4,615)
- TSR Units: $678,206 (target 3,308; max 6,616)
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 41,259 |
| Ownership % of shares outstanding (89,928,116) | ~0.046% (denoted <1%) |
| Vested/not subject to vesting | 17,902 shares |
| Restricted stock (unvested) | 17,216 shares |
| 401(k) holdings | 6,141 shares |
| Ownership guidelines | EVPs/SVPs (first elected before 2019): 4.5× base salary; other execs: 3×; all NEOs in compliance |
| Hedging/pledging | Prohibited; trades require pre-clearance and occur outside blackout periods |
| Deferred compensation (aggregate balance, 12/31/2024) | $3,691,420; 2024 registrant contribution $65,700; 2024 earnings $522,195 |
Outstanding equity and scheduled vests (as of 12/31/2024):
- Unvested restricted stock: 16,403 shares (value $3,692,807 at $225.13 closing price)
- Unearned performance units (target basis unless noted): 28,192 shares (value $6,346,833 at $225.13)
- Dividend equivalents accrued on performance units through 12/31/2024: $321,307 (≈1,427 shares if paid in shares)
Vesting/payout schedule (share counts):
| Year | ROIC Units | TSR Units |
|---|---|---|
| 2025 | 4,160 | 3,829 |
| 2026 | 4,331 | 4,141 |
| 2027 | 4,577 | 3,308 |
| 2028 | 3,846 | — |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment agreement | None; PCA does not have employment contracts with executive officers |
| Severance | No contractual obligation; any severance considered case-by-case by the Compensation Committee |
| Change-of-control | Double-trigger on equity (accelerated if no qualifying substitute award, or upon termination without cause/for good reason within 2 years); no contractual cash severance |
| Estimated CoC equity value (12/31/2024) | $12,358,360 for Carter (includes unvested RS and performance units under CoC scenarios) |
| Good reason (summary) | Includes breach of obligations, diminution of duties/authority, certain compensation reductions, or relocation |
| Clawback | Applies to erroneously awarded compensation tied to financial reporting measures, including TSR, upon restatement (3-year lookback) |
| Trading policy | Prohibits hedging/pledging, short sales; pre-clearance and blackout windows apply |
| Tax gross-ups | Plan prohibits excise tax gross-ups; governance features include no repricing and minimum vesting |
Compensation Structure Notes
- Pay mix emphasizes performance: two-thirds of LTI awards are ROIC and TSR PSUs; restricted stock is time-based with 4-year cliff vest .
- Annual incentive tied solely to EPS excluding special items; 2024 payout 139% of target on $9.04 EPS excluding special items .
- No stock options have been granted under PCA’s plan since 2007; equity awards are full-value (RS/PSUs) .
- Benchmarking: FW Cook advises the committee; PCA reviews a peer group annually; in 2024 PCA’s revenues near median, market cap ~75th percentile, one-year TSR >75th percentile, three-year TSR highest in group .
- Say-on-pay support: recent approval ~94% (2024 vote: 71,793,232 For vs 4,930,720 Against) .
Related Party and Risk Indicators
- Related party transaction: Carter’s son (Nathaniel Carter) employed by PCA; 2024 total compensation ~$522,000; reviewed under related-person policy .
- Planned management change: CFO Robert P. Mundy to step down May 1, 2025; remains as advisor through Mar 1, 2026 .
- Equity plan governance: no option repricing; minimum vesting; double-trigger CoC; hedging/pledging prohibited; robust clawback .
Investment Implications
- Alignment and retention: Heavy performance-based equity (ROIC/TSR) with rigorous peer-relative curves and 4-year ROIC horizon support long-term orientation; Carter meets ownership guidelines and is subject to hedging/pledging prohibitions, reducing misalignment risk .
- Near-term selling pressure: Scheduled vesting/payouts across 2025–2028 (total ~15,914 ROIC and ~11,278 TSR units at target) indicate recurring settlement windows; combined with blackout/pre-clearance rules, sales should be orderly but represent modest incremental supply versus PCA’s ~89.9M shares outstanding .
- CoC economics: No contractual severance and double-trigger equity vesting limit windfall risk; Carter’s CoC equity value was ~$12.36M at 12/31/2024, informative for transaction scenarios and retention calculus .
- Execution track record: Under mill leadership, PCA achieved record output and a major mill conversion; recent ROIC/TSR PSU payouts above target reflect superior peer-relative performance, supporting pay-for-performance linkage .