Thomas Souleles
Director at PKG
Board
About Thomas Souleles
Independent director of Packaging Corporation of America; age 56; current PCA board service since September 2010, with prior PCA board service from 1999–2008. Vice Chairman at Madison Dearborn Partners (appointed 2024), previously Co‑CEO (2023) and Managing Director focused on basic industries; chosen for substantial operational/financial experience including paper/forest products and expertise in financial analysis . Determined independent by PCA’s board despite Madison Dearborn portfolio relationships; no reportable related‑party transactions in 2024 involving Madison Dearborn portfolio companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Packaging Corporation of America | Director (independent) | 2010–present; prior 1999–2008 | Board nominee; independence affirmed |
| Madison Dearborn Partners, LLC | Vice Chairman; previously Co‑CEO; Managing Director | Vice Chairman since 2024; Co‑CEO in 2023; employed since 1995 | Basic industries investor; experience in paper/forest products; financial analysis expertise |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Madison Dearborn Partners, LLC | Vice Chairman (2024–), previously Co‑CEO (2023) | No (private firm) | Potential ordinary‑course dealings via portfolio companies; none reportable in 2024; independence maintained |
| Other public company boards | None disclosed | — | PCA proxy biography lists no other current public company directorships for Souleles |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent; board considered Madison Dearborn portfolio relationships immaterial; no reportable related‑party transactions in 2024 |
| Committees | Compensation Committee (Chair); Nominating & Governance Committee (member) |
| Committee meeting cadence (2024) | Compensation Committee: 6 meetings; Nominating & Governance Committee: 3 meetings |
| Board meetings (2024) | Board met 4 times; all nominees attended at least 75% of board/committee meetings; all directors attended 2024 annual meeting |
| Lead Independent Director | Samuel M. Mencoff; independent directors held executive sessions at every regular board meeting |
| Compensation governance infrastructure | Independent consultant FW Cook to compensation committee; Meridian supports management; FW Cook attested independence |
| Clawback & trading policies | Mandatory clawback for erroneously awarded comp after restatement; hedging and pledging of PCA stock prohibited; blackout windows and pre‑clearance apply to directors |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $165,000 | Paid quarterly to non‑management directors |
| Committee chair fee (Compensation) | $20,000 | Chair supplement for compensation committee |
| Total cash fees | $185,000 | Souleles total cash in 2024 |
| Equity (fully vested shares) | 616 shares; $109,981 grant‑date value | Granted May 7, 2024 at $178.54/share; fully vested at award |
| Total director compensation | $294,981 | Fees + stock awards |
Director fee structure: 2024 non‑management directors received $165,000 cash + $110,000 equity; chair supplements $20,000 (Comp), $25,000 (Audit), $20,000 (other); program assessed ~median of peer group .
Performance Compensation
| Metric/Instrument | Structure | 2024 Detail |
|---|---|---|
| Performance‑based elements for directors | None | Director equity grants are fully vested; no performance conditions, no options disclosed for directors |
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Conflict | 2024 Exposure |
|---|---|---|---|---|
| Private equity affiliation | Madison Dearborn Partners | Vice Chairman | Portfolio companies may buy from or sell to PCA in ordinary course; Souleles may be deemed to beneficially own >10% of certain portfolio companies | No reportable related‑party transactions in 2024; Souleles not compensated from such transactions and not involved |
| Public company boards | None disclosed | — | — | — |
Expertise & Qualifications
- Substantial operational and financial experience managing portfolio companies, including paper and forest products; expertise in financial analysis .
- Committee leadership experience as Compensation Committee Chair; active role in pay philosophy, goal‑setting, and oversight .
- Alignment with board skills emphasis on capital allocation, governance, and industry experience per Nominating & Governance remit .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Thomas S. Souleles | 10,000 | <1% (denoted “*”) | Shares outstanding 89,928,116 at record date |
| Ownership guidelines (directors) | Required value | Compliance | Policy notes |
| Non‑management directors | ≥$450,000 | All non‑management directors are in compliance or making adequate progress | Counts outright, plan, and restricted shares; options/performance units do not count |
| Hedging/Pledging | Prohibited for directors | — | Insider trading policy bans hedging/derivatives, short‑selling, and pledging PCA stock; pre‑clearance required, blackout periods enforced |
Governance Assessment
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Strengths:
- Independent status affirmed despite private equity affiliation; explicit review of related‑party exposure with no reportable transactions in 2024 .
- High engagement: committee chair plus N&G member; compensation committee met 6 times, N&G met 3 times; board attendance ≥75% and annual meeting attendance .
- Robust compensation governance: use of fully independent consultant (FW Cook), clawback policy aligned to SEC rules, anti‑hedging/anti‑pledging policy, and director ownership guidelines .
- Shareholder support: say‑on‑pay received ~94% approval last year; ≥93% in each of last five years, signaling investor confidence in compensation oversight .
-
Potential risk indicators and red flags to monitor:
- Private equity interlocks: ongoing vigilance needed given Madison Dearborn portfolio breadth, even though 2024 had no reportable related‑party transactions and independence was maintained .
- Board tenure: PCA has no term limits; median tenure is 15 years—long tenure may raise entrenchment concerns for some investors, though the company argues it enhances operational familiarity and has coincided with strong TSR .
- Concentration of compensation oversight: as Compensation Committee Chair, Souleles’ decisions shape executive pay outcomes; continued transparency on performance rigor (EPS, ROIC, TSR) and consultant independence remains critical .
-
Alignment signals:
- Director pay mix balanced between cash and equity; equity fully vested and ownership guidelines enforce material personal stake (≥$450k), with compliance noted .
- Policies on clawbacks, hedging, and pledging support shareholder‑friendly governance .