Roger Porter

About Roger B. Porter

Roger B. Porter (age 78) has served as an independent director of Packaging Corporation of America (PCA) since May 2005. He is the IBM Professor of Business and Government at Harvard University (on the faculty since 1977) and previously held senior U.S. White House economic policy roles across the Ford, Reagan, and George H.W. Bush administrations. His core credentials are in public policy, governance, and economic strategy.

Past Roles

Organization	Role	Tenure	Committees/Impact
Harvard University	IBM Professor of Business and Government; faculty member	1977–present	Academic leader at the intersection of business and public policy
The White House (Ford)	Special Assistant to the President; Executive Secretary, Economic Policy Board	1974–1977	Coordinated economic policy deliberations
The White House (Reagan)	Deputy Assistant to the President; Director, Office of Policy Development	1981–1985	Led domestic policy development
The White House (G.H.W. Bush)	Assistant to the President for Economic and Domestic Policy	1989–1993	Senior role shaping economic/domestic policy

External Roles

Company	Role	Status/Timing
Extra Space Storage Inc.	Director	Current; also served during the last five years
Zions Bancorporation	Director	Served during the last five years (no current status stated)
Tenneco, Inc.	Director	Served during the last five years (no current status stated)

Board Governance

Independence: PCA deems Porter independent; eight of ten nominees are independent (excludes CEO Mark Kowlzan and former CEO Paul Stecko).
Committee assignments (2024 activity levels in parentheses):
- Nominating & Governance Committee – Chair (met 3x in 2024).
- Compensation Committee – Member (met 6x in 2024).
- Sustainability Committee – Member (met 4x in 2024).
Attendance: Board met 4 times in 2024; all nominees attended at least 75% of board/committee meetings; all directors attended the 2024 Annual Meeting.
Leadership/structure: Combined Chair/CEO; Lead Independent Director is Samuel M. Mencoff; independent directors hold executive sessions at every regular board meeting.
Tenure/refreshment: No term limits or mandatory retirement; median board tenure is 15 years; PCA states TSR has more than doubled the S&P 500 over the board’s median tenure.

Fixed Compensation

Element	Detail	Amount/Units
Annual cash retainer	Non-employee director cash retainer (2024)	$165,000
Committee chair fee	Nominating & Governance chair fee (other committee chairs receive $20,000; audit chair $25,000; lead director $35,000)	$20,000 (Porter, as N&G Chair)
Total cash fees (2024)	Fees earned or paid in cash (Porter)	$185,000
Equity retainer	Fully vested stock grant at annual meeting (2024)	616 shares; grant-date closing price $178.54; grant value $109,981
Total 2024 director compensation (Porter)	Cash + equity	$294,981

Notes: All non-management directors receive $275,000 annually (cash $165,000; equity $110,000), plus chair/lead premiums; all stock awards are fully vested at grant.

Performance Compensation

Director equity is not performance-based; all director stock awards are fully vested at grant; no annual bonus or performance-conditioned awards are disclosed for directors.

Other Directorships & Interlocks

Current public company board: Extra Space Storage Inc. (director).
Prior five-year public boards: Zions Bancorporation; Tenneco, Inc.
Compensation committee interlocks: None—no PCA executive officer serves on the board or compensation committee of an entity with an executive serving on PCA’s board/compensation committee.
Related-party transactions: PCA disclosed related-person transactions for two management relatives; no reportable related-person transactions involving Porter were disclosed.

Expertise & Qualifications

Governance/public policy expertise, including multiple senior White House posts and Harvard professorship in business-government relations.
Committee leadership: Chairs Nominating & Governance (board composition, independence assessments, related-party review, annual board evaluations).
Participation on Compensation and Sustainability committees reflects oversight exposure to pay-for-performance design and EHS/climate strategy, respectively.

Equity Ownership

Holder	Beneficial Ownership (shares)	% of Shares Outstanding	As-of Date/Notes
Roger B. Porter	21,402	~0.02% (21,402 / 89,928,116)	Shares outstanding 89,928,116 as of Mar 14, 2025; “*” denotes <1% in proxy
Director ownership guideline	Non-management directors must hold ≥$450,000 of PCA stock; company states all non-management directors are in compliance or making adequate progress	Policy threshold: $450,000	Compliance status disclosed at group level

Additional alignment safeguards: PCA prohibits directors/officers from hedging or pledging PCA stock; blackout windows and pre-clearance apply.

Governance Assessment

Positives
- Independent director with deep policy and governance expertise; chairs Nominating & Governance (key for board effectiveness, independence determinations, related-party oversight, and annual board evaluations).
- Strong committee engagement (N&G Chair; member of Compensation and Sustainability) with regular meeting cadence in 2024 (3/6/4 respectively).
- Clean interlock and related-party profile; no disclosed conflicts involving Porter.
- Shareholder-aligned practices: director equity grants, stock ownership guidelines ($450k), and prohibition on hedging/pledging; high say‑on‑pay support (~94% in 2024).
Watch items
- Board has no term limits/retirement age; median tenure 15 years (Porter ~20 years on board), which some investors view as entrenchment risk despite PCA’s stated TSR outperformance vs. S&P 500 over median tenure.
- Combined Chair/CEO model mitigated by Lead Independent Director and routine executive sessions; continued monitoring of independent oversight is warranted.
Attendance/Engagement signal
- All nominees met ≥75% attendance and all directors attended the 2024 Annual Meeting—adequate engagement baseline.
Director Pay Mix (signal)
- 2024 mix for Porter: ~$185k cash (includes $20k chair premium) and ~$110k equity (616 fully vested shares). Cash/equity structure is standard; equity is not performance-vesting for directors, consistent with governance norms.
Shareholder Feedback
- Say‑on‑pay support has been ≥93% for five years; 2024 vote “nearly 94%,” signaling investor comfort with compensation governance overseen in part by the Compensation Committee (where Porter serves).

RED FLAGS: None disclosed specific to Porter (no related-party ties, no hedging/pledging, no interlocks; independent status affirmed). Entrenchment concerns from long board tenure and lack of term limits merit monitoring but are partially offset by lead director structure and robust committee oversight.