Duane Farrington
Director at PKG
Board
About Duane C. Farrington
Duane C. Farrington, 66, has served as an independent director of Packaging Corporation of America (PCA) since August 2015. He retired from State Farm Mutual Automobile Insurance Company in 2020 after a 40-year career, culminating as Executive Vice President and Chief Administrative Officer with oversight of information technology, systems and business integration, information security, and innovation; he also holds the Chartered Property Casualty Underwriter (CPCU) designation (1995) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Farm Mutual Automobile Insurance Company | Senior Vice President, Sales & Operations (Mid-Atlantic) | 2005–2008 | Led regional sales/operations |
| State Farm (Corporate HQ from 2009) | Executive Vice President & Chief Administrative Officer | 2013–2020 | Responsible for IT, systems & business integration, information security, innovation |
| State Farm | Various roles | 1980–2020 | 40-year career culminating in senior leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 proxy |
Board Governance
- Independence: The board determined Farrington is independent; eight of ten nominees (including Farrington) were independent in 2025 .
- Committees: Member of the Audit Committee and the Sustainability Committee .
- Attendance: The board met 4 times in 2024; all nominees attended at least 75% of board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Board leadership/engagement: Lead Independent Director (Samuel Mencoff) presides over executive sessions at every regular meeting; executive sessions were held at every meeting in 2024 .
- Audit Committee activity: Met 10 times in 2024; responsibilities include auditor oversight, internal audit, financial reporting/internal controls, cybersecurity review, and compliance oversight; Beebe and Lyons designated as “audit committee financial experts” .
- Sustainability Committee activity: Met 4 times in 2024; responsibilities include EHS compliance, environmental stewardship, climate strategy, carbon neutrality oversight, and related disclosures .
2025 Shareholder Support (Signal)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Duane C. Farrington | 74,563,600 | 174,570 | 100,562 | 6,800,696 |
| Say-on-Pay (Advisory) | 69,405,053 | 4,174,407 | 1,259,272 | 6,800,696 |
| Auditor Ratification (KPMG) | 80,335,918 | 1,214,521 | 88,989 | — |
Shareholders have historically supported PCA’s compensation practices; the say‑on‑pay vote received at least 93% support in each of the last five years, with nearly 94% support last year (excluding abstentions) .
Fixed Compensation
| Year | Cash Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2024 | 165,000 | 109,981 | 274,981 |
- Standard director fee structure: $275,000 annually, paid as $165,000 cash (quarterly) and $110,000 in fully vested shares valued at the annual meeting; additional cash fees: Lead Director +$35,000, Audit Chair +$25,000, other committee chairs +$20,000 .
- 2024 equity grant mechanics: Each non‑management director was awarded 616 fully vested shares on May 7, 2024; NYSE closing price $178.54 that day .
- Positioning: 2024 director compensation set approximately at the median of PCA’s compensation peer group; equity portion increased from $85,000 to $110,000 and Lead Director cash fee from $25,000 to $35,000; outside director pay is capped at $650,000/year under the shareholder‑approved plan .
Performance Compensation
| Grant Date | Instrument | Shares | Closing Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| May 7, 2024 | Fully vested shares (director annual grant) | 616 | 178.54 | 109,981 | Fully vested at grant |
- Director equity grants are time-based and fully vested at grant; there are no performance conditions (no PSUs/TSR conditions) for non‑employee director awards .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company board roles disclosed for Farrington |
| Compensation Committee Interlocks | — | — | PCA discloses no compensation committee interlocks involving its executives; committee members are non‑employees |
Expertise & Qualifications
- Information technology and cybersecurity oversight: Selected for extensive experience in IT, systems integration, information security, and innovation from his State Farm leadership roles .
- Financial literacy: Audit Committee member; all audit members deemed financially literate under NYSE standards .
- Professional credential: CPCU designation (1995) .
- Sustainability oversight: Member of Sustainability Committee, covering EHS performance, climate strategy, and carbon initiatives .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As of Date |
|---|---|---|---|
| Duane C. Farrington | 6,041 | * (<1%) | March 14, 2025 |
- Shares outstanding used for calculation: 89,928,116 (as of March 14, 2025) .
- Ownership guidelines: Non‑management directors must hold stock valued at least $450,000; all non‑management directors and NEOs are in compliance or making adequate progress toward compliance .
- Hedging/pledging: PCA prohibits directors and officers from hedging or pledging PCA stock; trades by directors require pre‑clearance and are subject to blackout windows .
Related-Party/Conflict Review
- Independence: Farrington determined independent by the board in 2025 .
- Related persons: PCA discloses related-person employment involving relatives of two executives; none relate to Farrington .
- Interlocks/transactions: No reportable related-party transactions involving Farrington; none disclosed via compensation committee interlocks .
- Section 16 compliance: PCA reports all required filings were made in 2024 .
Governance Assessment
-
Strengths/positive signals:
- Strong shareholder support for Farrington’s 2025 election (74.6M for; minimal opposition) .
- Independent director with deep IT and cybersecurity background aligned with Audit Committee oversight of cyber risk and internal controls; Audit met 10 times in 2024, indicating robust engagement .
- Active on Sustainability Committee overseeing EHS and climate strategy; committee met 4 times in 2024 .
- Consistent meeting attendance by all nominees (≥75%); all directors attended 2024 AGM .
- Director pay mix balances cash and equity with a moderate structure near peer median; equity awards fully vested but coupled with meaningful stock ownership guidelines .
- Company-wide guardrails: anti‑hedging/pledging policy; outside director pay cap; strong say-on-pay support historically .
-
Watch items/risks:
- Board structure and tenure: Combined CEO/Chair role persists; however, a Lead Independent Director mitigates and presides over executive sessions at every meeting; the board’s median tenure is 15 years, which can raise entrenchment concerns despite asserted benefits of familiarity and performance .
- Ownership alignment: Farrington’s reported beneficial ownership is modest in absolute shares; while PCA states directors meet or are progressing toward ownership guidelines, individual compliance levels are not disclosed by director .
Bottom line: Farrington appears to be an effective, engaged, and independent voice with relevant IT/cybersecurity expertise on a risk‑critical Audit Committee and active Sustainability oversight. No apparent conflicts or related‑party issues are disclosed; shareholder support and attendance are strong, with governance mitigants (Lead Director, ownership guidelines, anti‑hedging) in place alongside potential structural concerns (combined Chair/CEO, long median board tenure) .