Paul Stecko
Director at PKG
Board
About Paul T. Stecko
Paul T. Stecko, 80, has served on PKG’s board since March 1999; he was Chairman from March 1999–December 2015, Executive Chairman July 2010–December 2013, and CEO January 1999–July 2010. He also served as a Senior Advisor to PKG from December 2015–2017; the board classifies him as not independent given his former executive roles. In 2024, the board met four times and all nominees, including Mr. Stecko, attended at least 75% of board/committee meetings; all directors attended the 2024 Annual Meeting. He brings extensive paper/packaging operating expertise and >10 years of CEO experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Packaging Corporation of America (PKG) | Director | Mar 1999–present | Long-tenured; institutional knowledge |
| Packaging Corporation of America (PKG) | Chairman | Mar 1999–Dec 2015 | Board leadership |
| Packaging Corporation of America (PKG) | Executive Chairman | Jul 2010–Dec 2013 | Executive oversight during transition |
| Packaging Corporation of America (PKG) | Chief Executive Officer | Jan 1999–Jul 2010 | Led >10 years of CEO tenure |
| PKG | Senior Advisor (post-retirement) | Dec 2015–Dec 2017 | Advisory continuity |
| Tenneco, Inc. | Chief Operating Officer | Jan 1997–Apr 1999 | Large industrial operations experience |
| Tenneco Packaging Inc. | President & CEO | Dec 1993–Jan 1997 | Packaging sector leadership |
| International Paper Company | Various roles | ~16 years (prior to 1993) | Paper industry operating foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenneco, Inc. | Director | Served during past five years (specific dates not disclosed) | Not disclosed |
Board Governance
- Committee assignments: Not listed as a member of the audit, compensation, nominating & governance, or sustainability committees in 2024. Audit: Beebe (Chair), Farrington, Harman, Lyons; Compensation: Souleles (Chair), Gowland, Mencoff, Porter; Nominating & Governance: Porter (Chair), Gowland, Mencoff, Souleles; Sustainability: Harman (Chair), Farrington, Kowlzan, Porter.
- Compensation Committee participation: Attends meetings by invitation due to familiarity with compensation history/philosophy; when compensation decisions for executive officers are made, the committee meets in executive session without management present.
- Independence: Not independent; all directors other than CEO Mark Kowlzan and former CEO Paul Stecko are independent.
- Attendance: Board met four times in 2024; all nominees attended at least 75% of meetings; all directors attended the 2024 Annual Meeting.
- Lead Independent Director: Samuel M. Mencoff; independent directors meet in executive session at every regularly scheduled board meeting.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $165,000 | Standard cash retainer (no chair premium) |
| Stock Awards (Grant-Date Fair Value) | $109,981 | Fully vested shares upon grant |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | $27,467 | Reflects pension value change |
| Total | $302,448 | 2024 director compensation total |
Director fee schedule (structure):
- Annual fees for non-management directors: $275,000 total = $165,000 cash + $110,000 fully vested shares. Lead Director +$35,000 cash; Audit Chair +$25,000; other committee chairs +$20,000. 2024 structure was approximately peer median.
Pension benefits:
| Item | Value |
|---|---|
| Plan Name | Plan 1 (PCA Pension Plan) |
| Years of Credited Service | 14.71 years |
| Present Value of Accumulated Benefit (12/31/2024) | $380,675 |
| Payments During Last Fiscal Year | $51,232 |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Vesting | Grant-Date Price/Fair Value |
|---|---|---|---|---|
| Fully vested common shares (Annual Director Grant) | May 7, 2024 | 616 shares | Fully vested at grant | $178.54 close price; $109,981 fair value |
- Options/PSUs: None disclosed for directors; all stock awards are fully vested at grant; no performance metrics tied to director equity.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Tenneco, Inc. (served during past five years; current status not explicitly stated) |
| Director interlocks | Compensation Committee composed of non-employees; no executive officer interlocks disclosed. No reportable related transactions with Madison Dearborn portfolio companies in 2024. |
| Related-party transactions (Stecko) | None reported; 2024 related-person disclosures involved relatives of other executives. |
Expertise & Qualifications
- Extensive paper and packaging sector leadership, including >10 years as PKG CEO; prior CEO of Tenneco Packaging; senior operating roles at Tenneco and International Paper.
- Board service depth at PKG (since 1999) and director experience at Tenneco, Inc.
- Audit Committee financial experts on the PKG board are Ms. Beebe and Mr. Lyons (not Mr. Stecko).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding Basis |
|---|---|---|---|
| Paul T. Stecko | 8,881 | <1% (asterisked) | 89,928,116 shares outstanding (as of 3/14/2025) |
Ownership alignment policies:
- Director stock ownership guideline: at least $450,000 in value; the company discloses all non-management directors and NEOs are in compliance or making adequate progress.
- Pledging/hedging: No pledging noted for Mr. Stecko in beneficial ownership footnotes.
- Counting toward guidelines: includes outright shares, plan shares, and restricted stock/RSUs; excludes options and performance units.
Governance Assessment
Strengths
- Deep sector expertise and continuity: Former CEO/Chairman with decades of packaging industry operating experience; provides strategic and capital allocation context.
- Board process safeguards: Lead Independent Director in place; independent director executive sessions at every regular meeting.
- Transparent, median-level director pay structure with meaningful equity component; annual grants are delivered in stock, supporting alignment.
Risks and potential red flags
-
25-year tenure and “not independent” status raise entrenchment and independence optics, particularly given continued board presence post-executive and advisory roles.
- Former CEO attends compensation committee meetings by invitation, which can influence pay-setting dialogue, though the committee holds executive sessions when making executive compensation decisions.
- Pension accrual and annual pension-related changes add a legacy benefit component atypical for newer directors, modest in size but noteworthy for alignment scrutiny.
Engagement/attendance
- Meets board attendance expectations (≥75%) and attended the 2024 Annual Meeting, supporting engagement.
Conflicts/related-party exposure
- No reportable related-party transactions involving Mr. Stecko; 2024 related-person items pertained to relatives of other executives.