Cheryl Beebe
Director at PKG
Board
About Cheryl K. Beebe
Cheryl K. Beebe, age 69, has served as an independent director of Packaging Corporation of America (PCA) since May 2008. She is the former Chief Financial Officer of Ingredion Incorporated (2004–2014) with deep finance and accounting expertise; PCA’s board has designated her an Audit Committee Financial Expert. She currently chairs PCA’s Audit Committee and is considered independent by the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingredion Incorporated (formerly Corn Products International) | Chief Financial Officer | Feb 2004–Feb 2014 | Led finance, accounting; CFO-level strategic oversight |
| Ingredion | Vice President, Finance | Jul 2002–Feb 2004 | Senior finance leadership |
| Ingredion | Vice President; Treasurer | Feb 1999–Feb 2004; Treasurer 1997–Feb 2004 | Treasury, capital markets, liquidity |
| Corn Products | Various financial roles | 1980–1997 | Progressive finance roles; manufacturing exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Mosaic Company | Director | Current | Public company directorship |
| Convergys Corporation | Director | Prior 5 years | Past public board service |
| Hanesbrands, Inc. | Director | Prior 5 years | Past public board service |
| Goldman Sachs Asset Management funds | Trustee | Current | Fund trustee; independence affirmed by PCA |
Board Governance
- Committee assignments: Audit Committee Chair; members include Beebe (Chair), Farrington, Harman, Lyons. Audit Committee met 10 times in 2024; Beebe is designated an Audit Committee Financial Expert.
- Independence: PCA’s board determined Beebe is independent; eight of ten nominees are independent.
- Attendance and engagement: Board met 4 times in 2024; all nominees attended at least 75% of board and relevant committee meetings; all directors attended the 2024 Annual Meeting. Independent directors hold executive sessions at every regular board meeting.
- Leadership structure: Lead Independent Director is Samuel M. Mencoff; independent directors meet in executive session each regular meeting.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees | $190,000 | Base cash retainer $165,000 plus Audit Chair premium $25,000 |
| Equity retainer (fully vested shares) | $109,981 | 616 shares granted May 7, 2024 at $178.54; fully vested at grant |
| Total | $299,981 | Director equity capped by plan at $650,000 per year |
Additional details:
- Standard structure for non-management directors: $275,000 total ($165,000 cash + $110,000 equity); Audit Chair +$25,000; Lead Director +$35,000; other committee chairs +$20,000.
- 616 fully vested shares were awarded to each non-management director on May 7, 2024.
Performance Compensation
| Element | Design | Metrics | Vesting | Notes |
|---|---|---|---|---|
| Director equity retainer | Fully vested at grant | None | N/A | No performance metrics; equity granted as fully vested shares |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts | PCA Assessment |
|---|---|---|---|
| The Mosaic Company | Director | None disclosed with PCA suppliers/customers | No material relationship impacting independence disclosed |
| Convergys; Hanesbrands (past 5 yrs) | Director | Historical service | No current conflicts disclosed |
| GSAM funds | Trustee | Funds are investment vehicles; no PCA-related transactions disclosed | Independence affirmed; no material relationship noted by PCA |
Expertise & Qualifications
- Former public-company CFO with extensive finance, accounting, audit, and manufacturing industry expertise.
- PCA-designated Audit Committee Financial Expert, providing oversight of accounting policies, internal controls, cybersecurity practices, and audit firm independence.
- Experience in capital allocation and risk oversight aligned with PCA’s governance priorities.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Date |
|---|---|---|---|
| Cheryl K. Beebe | 13,902 | <1% | As of March 14, 2025 |
Ownership alignment signals:
- Director stock ownership guideline: non-management directors must hold at least $450,000 in PCA stock; all directors are in compliance or making adequate progress.
- Hedging/pledging: PCA’s insider trading policy prohibits hedging, short-swing trading, short-selling, and pledging by directors. Trades require pre-clearance and are restricted in blackout periods.
- Annual equity retainer pattern: Form 4 shows annual fully vested share awards (616 shares in 2024; 611 in 2025), increasing reported holdings to 14,513 following May 7, 2025 grant.
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Granted | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2025-05-09 | 2025-05-07 | Award (A) | 611 | 14,513 | https://www.sec.gov/Archives/edgar/data/75677/000095017025067760/0000950170-25-067760-index.htm |
| 2024-05-10 | 2024-05-08 | Award (A) | 616 | 13,902 | https://www.sec.gov/Archives/edgar/data/75677/000095017024057836/0000950170-24-057836-index.htm |
| 2023-05-04 | 2023-05-02 | Award (A) | 636 | 13,286 | https://www.sec.gov/Archives/edgar/data/75677/000120919123027284/0001209191-23-027284-index.htm |
Governance Assessment
- Board effectiveness: Beebe chairs a highly active Audit Committee (10 meetings in 2024) overseeing auditor selection, internal audit, financial reporting, and cybersecurity; she is an SEC-defined financial expert — a positive signal for controls and reporting quality.
- Independence: PCA’s nominating and governance committee affirmed Beebe’s independence in 2025; no related-party transactions or material relationships involving Beebe were disclosed.
- Attendance: Board met 4 times; all nominees (including Beebe) attended ≥75% of board and committee meetings, and the annual meeting.
- Compensation and alignment: Cash/equity mix consistent with peers; annual equity retainer fully vested (no performance metric), but strong share ownership guidelines and hedging/pledging prohibitions enhance alignment.
- Shareholder sentiment: 2025 Say‑on‑Pay received 69,405,053 votes for vs. 4,174,407 against; auditor ratification received 80,335,918 votes for — supportive of PCA’s governance environment.
- RED FLAGS: None disclosed regarding Beebe — no attendance issues, no related-party conflicts, no pledging/hedging, and independence affirmed.
Overall, Beebe’s CFO pedigree and audit leadership support investor confidence in PCA’s financial governance and risk oversight. Her independence, consistent engagement, and equity ownership posture align with board effectiveness and shareholder interests.