Robert Lyons
Director at PKG
Board
About Robert C. Lyons
Robert C. Lyons, 61, has served as an independent director of Packaging Corporation of America (PCA) since August 2011. He is President and Chief Executive Officer and a director of GATX Corporation (since April 2022), and previously served as EVP & President—Rail North America (2018–2022) and CFO (2004–2018) at GATX; earlier roles include Financial Relations Board and corporate banking at The Bank of Tokyo‑Mitsubishi, underscoring deep finance and operating expertise suitable for audit oversight . The board determined Lyons is independent; despite PCA’s ordinary‑course purchases from GATX (~$308,000 in 2024; <0.1% of sales for each firm), the relationship was deemed immaterial and Lyons is eligible for audit committee service . The board has identified Lyons as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GATX Corporation | President & CEO; Director | Apr 2022–present | Public company CEO/board experience; capital allocation and risk oversight . |
| GATX Corporation | EVP & President—Rail North America | Aug 2018–Apr 2022 | Operational leadership in complex industrial leasing . |
| GATX Corporation | Chief Financial Officer | Nov 2004–Aug 2018 | Financial reporting, capital markets; audit literacy . |
| GATX Corporation | Various roles | 1997–2004 | Progressive responsibility in finance/operations . |
| Financial Relations Board | Finance/IR role | Prior to GATX | Stakeholder communication experience . |
| The Bank of Tokyo‑Mitsubishi | Corporate banking | Prior to GATX | Credit/risk skills relevant to audit oversight . |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| GATX Corporation | Director | Executive leadership and board service; potential supplier relationship to PCA evaluated as immaterial for independence . |
Board Governance
- Committee assignments: Audit Committee member; the board designated Lyons and Cheryl K. Beebe as audit committee financial experts. Audit met 10 times in 2024 .
- Independence: PCA’s nominating & governance committee and board affirmed Lyons’ independence, including review of PCA’s ~$308,000 purchases from GATX in 2024 (<0.1% of each company’s sales), deeming the relationship not material; Lyons remains eligible for audit committee service .
- Attendance and engagement: The board met 4 times in 2024; all nominees (including Lyons) attended at least 75% of board and committee meetings, and all directors attended the 2024 annual meeting .
- Lead independent director: Samuel M. Mencoff serves as Lead Director; independent directors hold executive sessions at every regularly scheduled board meeting .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $165,000 | Paid quarterly . |
| Annual equity grant (fully vested) | $109,981 | 616 shares granted 5/7/2024 at $178.54 per share; fully vested at grant . |
| Committee chair fees | $0 | Lyons is not listed as a chair; Audit Chair receives $25,000; other chairs $20,000; Lead Director $35,000 . |
| Meeting fees | $0 | Not used; compensation via retainers and equity . |
| Total reported compensation | $274,981 | 2024 director compensation table (Lyons) . |
Performance Compensation
| Element | Structure | Metrics | Vesting/Triggers |
|---|---|---|---|
| Equity awards (directors) | Fully vested stock at grant | None (not performance‑based) | Fully vested; no performance conditions . |
PCA discloses no performance metrics or bonus structures for non‑employee directors; stock awards are fully vested at grant and director pay is primarily fixed cash/equity retainers .
Other Directorships & Interlocks
| Relationship | Nature | 2024 Transaction Amount | Independence Determination |
|---|---|---|---|
| PCA purchases from GATX (Lyons is GATX CEO/Director) | Ordinary‑course services purchased by PCA | ~$308,000 (2024) | Less than 0.1% of 2024 sales for each of GATX and PCA; board deemed not material; Lyons independent and eligible for audit committee . |
Expertise & Qualifications
- Financial/accounting depth (former CFO) and public company CEO experience; designated audit committee financial expert .
- Senior leadership in complex, asset‑intensive industrial operations (Rail North America), relevant to PCA’s operational and capital allocation focus .
- Strategic and risk oversight credentials aligned with PCA’s board skills matrix (finance, auditing/accounting, complex business leadership) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Robert C. Lyons | 12,227 | <1% (denoted “*”) | As of 3/14/2025; percent “*” indicates <1% of 89,928,116 shares outstanding . |
- Stock ownership guidelines: Non‑management directors must hold stock valued at least $450,000; all non‑management directors are in compliance or making adequate progress .
- Counting rules: Outright holdings, defined contribution plan shares, and restricted stock/RSUs count; options/performance units do not count toward guidelines .
Insider Trades (Section 16 Compliance)
- Directors were awarded 616 fully‑vested shares on May 7, 2024 at $178.54; Form 4 filings reflect routine director equity grants around that date .
- PCA states all Section 16(a) filing requirements applicable to directors and officers were complied with during 2024 .
- Additional Form 4 reference for Lyons (2025): company archive link indicating filing activity .
Governance Assessment
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Strengths:
- Independence affirmed despite GATX supplier relationship; explicit board review with quantified materiality (<0.1% of sales) and audit eligibility maintained .
- Audit committee financial expert designation and deep finance background bolster oversight quality; audit committee met 10 times in 2024, indicating active engagement .
- Attendance threshold met; executive‑session cadence supports independent oversight .
- Director compensation at approximately peer median; shareholder‑approved cap of $650,000 for outside directors controls fee inflation risk .
- Robust ownership guidelines apply to directors; board reports compliance progress, reinforcing alignment .
-
Potential risk indicators and how mitigated:
- Related‑party exposure: PCA purchases from GATX (Lyons’ employer) present a potential conflict; board quantified immateriality and affirmed independence; Lyons not involved or compensated due to the relationship .
- Pay‑for‑performance governance signals: Directors receive fully‑vested stock (no performance conditions); however, overall pay levels are moderate/median and equity increases were disclosed transparently .
-
Shareholder sentiment context:
- PCA’s say‑on‑pay support has been strong (≥93% for five years; nearly 94% in 2024), indicating investor confidence in compensation governance broadly .
RED FLAG to monitor: Continued PCA‑GATX transactions—ensure amounts remain small and independent oversight remains robust; any increase in scope or change in Lyons’ involvement would warrant reassessment of independence and committee eligibility .