Samuel Mencoff
Lead Director at PKG
Board
About Samuel M. Mencoff
Samuel M. Mencoff, 68, is PKG’s Lead Independent Director, serving on the board since January 1999 and previously as Vice President of PCA from January 1999–January 2000. He is Senior Advisor at Madison Dearborn Partners (MDP) after serving as Co-CEO from 2008–2023; earlier, he was Vice President at First Chicago Venture Capital (1987–1993). The board classifies him as independent and elected him Lead Director to strengthen independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Packaging Corporation of America | Vice President | Jan 1999–Jan 2000 | Transition leadership post-board appointment |
| Madison Dearborn Partners, LLC | Co-Chief Executive Officer | 2008–2023 | Operational/financial leadership across portfolio companies |
| Madison Dearborn Partners, LLC | Senior Advisor | 2023–Present | Non-executive advisory capacity |
| First Chicago Venture Capital | Vice President | 1987–1993 | Investment and portfolio experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Madison Dearborn Partners, LLC | Senior Advisor | 2023–Present | Non-executive; board reviewed independence in light of MDP ties |
| Public company directorships (last five years) | — | — | None disclosed in PKG proxy biography for Mencoff |
Board Governance
- Independence: The board determined Mencoff is independent; eight of ten nominees are independent .
- Lead Independent Director: Mencoff is Lead Director; responsibilities include presiding over executive sessions, coordinating agendas with the Chair/CEO, recruiting directors, engaging advisors, and regular CEO feedback. Independent directors met in executive session at every regularly scheduled board meeting in 2024 .
- Committees:
- Compensation Committee member; committee met six times in 2024; comprised solely of independent directors under SEC and NYSE standards .
- Nominating & Governance Committee member; committee met three times in 2024; solely independent directors .
- Attendance: All nominees attended at least 75% of board and committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Leadership structure: PKG combines Chairman/CEO roles; Lead Director chosen to maintain strong independent oversight .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | $190,000 | $200,000 |
| Equity (Stock Awards) ($) | $84,938 | $109,981 |
| Shares Granted (fully vested) | 636 shares (May 2, 2023) at $133.55 | 616 shares (May 7, 2024) at $178.54 |
| Role-based Cash Adders | Lead Director fee $25,000 | Lead Director fee $35,000 |
| Standard Annual Fees | $250,000 total: $165,000 cash + $85,000 equity | $275,000 total: $165,000 cash + $110,000 equity |
| Total ($) | $274,938 | $309,981 |
- Fee structure changes: Equity portion increased from $85,000 to $110,000; Lead Director cash premium increased from $25,000 to $35,000; annual director compensation positioned around median of peer group .
Performance Compensation
| Element | Terms | Notes |
|---|---|---|
| Performance-based pay for non-employee directors | None disclosed | Director stock awards are fully vested at grant; no PSU/option-based metrics for directors |
Other Directorships & Interlocks
- Other public boards: None disclosed for Mencoff in his PKG biography .
- Compensation Committee interlocks: None; committee members are not PKG employees; no reciprocal executive overlaps across companies .
- Related party exposure via MDP: Board considered MDP relationships; no reportable related-party transactions with MDP portfolio companies in 2024; Mencoff’s current MDP role is non-executive (Senior Advisor) .
Expertise & Qualifications
- Deep operational and financial expertise from acquisitions and managing portfolio companies during his MDP tenure; selected for board primarily for this background .
- Long board tenure at PKG (since 1999) adds institutional knowledge; role as Lead Director underscores governance credibility .
Equity Ownership
| Holder | Shares Beneficially Owned | Breakdown | Percent of Class |
|---|---|---|---|
| Samuel M. Mencoff | 336,003 | 262,264 held directly; 73,739 via Temple Hall Partners, LP (family LP; disclaims beneficial ownership except pecuniary interest) | <1% (star notation) |
| Shares Outstanding (Record Date) | 89,928,116 | As of March 14, 2025 | — |
- Director ownership guidelines require non-management directors to hold stock valued at ≥$450,000; PKG states all non-management directors are compliant or making adequate progress .
- Hedging/pledging: PKG’s insider trading policy prohibits hedging and pledging of company stock by directors and officers .
- Counting rules: Restricted stock and RSUs count toward guidelines; options and performance units do not .
Governance Assessment
- Strengths:
- Lead Independent Director role with robust responsibilities and regular executive sessions enhances board independence and oversight .
- Committee service on Compensation and Nominating & Governance; committees comprise independent directors and follow NYSE/SEC independence standards .
- Strong ownership alignment via guidelines; prohibition on hedging and pledging reduces misalignment risk .
- Shareholder support: Say-on-Pay has received ≥93% approval for five years; nearly 94% last year, signaling investor confidence in compensation governance .
- Watch items and potential conflicts:
- Private equity ties (MDP): Board reviewed and maintained independence; no reportable related-party transactions with MDP portfolio companies in 2024; Mencoff’s current role is non-executive Senior Advisor—mitigating risk but worth ongoing monitoring for interlocks or transactions .
- Temple Hall Partners LP holdings: Family limited partnership beneficial ownership disclaimed except pecuniary interest; monitor for pledging/hedging (policy prohibits) and any related-party transactions—none reported for Mencoff .
- Attendance/engagement: Met the ≥75% attendance threshold; present at Annual Meeting; active committee participation (6 Compensation meetings; 3 Nominating & Governance meetings) .
Overall signal: Mencoff’s long tenure, Lead Director role, independence determinations, and ownership alignment support investor confidence; private equity associations are disclosed with controls and currently non-material, but merit continued surveillance for any evolving interlocks or related-party transactions .