Donna Harman
Director at PKG
Board
About Donna A. Harman
Donna A. Harman, age 65, has served on Packaging Corporation of America’s (PCA) Board since December 2019. She was President and CEO of the American Forest & Paper Association (AF&PA) from 2007 to 2019, previously serving as AF&PA Senior Vice President, Policy & Government Affairs; she also held government affairs roles at Champion International and Dow Chemical, and earlier served as a legislative assistant in Congress. Harman received the 2019 Bryce Harlow Award for excellence in business–government relations. She is an independent director per PCA’s annual review under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Forest & Paper Association (AF&PA) | President & CEO | 2007–2019 | Led U.S. paper/wood products industry advocacy and sustainability initiatives; senior leadership credentials relevant to PCA’s industry. |
| AF&PA | Senior Vice President, Policy & Government Affairs | Not disclosed | Directed federal policy and regulatory engagement across industry priorities. |
| Champion International Corporation | Government Affairs | Not disclosed | Corporate policy advocacy; industry regulatory exposure aligned with PCA’s operations. |
| Dow Chemical Company | Government Affairs | Not disclosed | Corporate government relations; exposure to large-cap manufacturing compliance and policy. |
| U.S. Congress | Legislative Assistant | Not disclosed | Direct legislative process experience; policy formation insight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in PCA’s 2025 proxy | — | — | No current public company directorships or committee roles disclosed. |
Board Governance
- Committee assignments: Audit Committee member; Sustainability Committee Chair.
- Independence: Determined independent (NYSE standards) in 2025 review.
- Attendance: The board met 4 times in 2024; all nominees (including Harman) attended at least 75% of board and applicable committee meetings; directors attended the 2024 annual meeting.
- Lead Independent Director: Samuel M. Mencoff; independent directors met in executive session at every regularly scheduled meeting.
- Board tenure context: PCA median board tenure is 15 years (no term limits).
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $165,000 | Standard non-management director cash fee. |
| Committee chair fee | $20,000 | Sustainability chair fee (audit chair is $25,000; lead director +$35,000). |
| Cash total | $185,000 | Sum of cash components. |
| Equity grant (fully vested shares) | $109,981 | 616 shares granted May 7, 2024 at $178.54; fully vested at grant. |
| Total annual director compensation | $294,981 | Cash + equity. |
- Fee structure benchmarking: 2024 director compensation at ~median of peer group; equity portion increased to $110,000 and lead director cash increased to $35,000; annual cap for outside director compensation is $650,000 under the equity plan.
Performance Compensation
Directors do not receive performance-conditioned awards; equity grants to directors are fully vested at issuance and carry no performance metrics.
| Award Type | Grant Date | Shares | Vesting | Grant Date Value |
|---|---|---|---|---|
| Director equity grant | May 7, 2024 | 616 | Fully vested at grant | $109,981 |
No director performance metrics (TSR, ROIC, EPS) apply; those metrics are used for executive long-term incentives.
Other Directorships & Interlocks
| Company | Relationship | Conflict/Interlock Indicator |
|---|---|---|
| None disclosed | — | No interlocks or shared boards with PCA competitors/suppliers/customers disclosed. |
Expertise & Qualifications
- Sustainability governance and environmental policy experience (AF&PA CEO; chairs PCA Sustainability Committee).
- Public policy and government affairs expertise; legislative process familiarity.
- Senior leadership in complex, industry-specific environments.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Donna A. Harman | 3,977 | ~0.0044% | 89,928,116 shares outstanding as of Mar 14, 2025; percent derived from disclosed figures. |
| Vested vs. Unvested | N/A | — | Director grants are fully vested; proxy does not show unvested director awards. |
| Pledging/Hedging | Prohibited | — | PCA insider trading policy prohibits hedging and pledging by directors. |
| Ownership Guidelines | $450,000 minimum value | — | PCA states all non-management directors are compliant or making adequate progress. |
Governance Assessment
- Committee effectiveness: Dual roles on Audit (financial literacy standard) and chairing Sustainability indicate active oversight of financial reporting, EHS compliance, climate strategy, and stakeholder sustainability disclosures—positive for board effectiveness.
- Independence & attendance: Independent status with meeting participation at or above required thresholds supports investor confidence.
- Compensation alignment: Mix of cash ($185,000) and fully vested equity ($109,981) aligns with market median; sustainability chair fee appropriately recognized; equity ownership guidelines provide alignment, with anti-hedging/pledging policies enforced.
- Conflicts and related parties: No reportable related party transactions involving Harman; Section 16 compliance affirmed; no tax gross-ups noted for directors.
- Shareholder signals: Recent say-on-pay support ~94% (excluding abstentions) indicates strong investor approval of compensation governance practices; while executive-focused, it reflects overall governance health impacting directors.
Red Flags
- None identified specific to Harman: no related-party exposure, no hedging/pledging, independent, adequate attendance. Board-level tenure policy (no term limits; median 15 years) can present entrenchment risk at the board level generally, but Harman’s tenure since 2019 is comparatively recent.