Alan Wilson
About Alan D. Wilson
Alan D. Wilson, age 67, is an independent non‑executive director of Smurfit Westrock (SW) since 2024 and serves on the Compensation and Nomination Committees . He is the former Chairman (2009–2017) and CEO (2008–2016) of McCormick & Company, Inc., with prior senior roles including President (2007–2015) and leadership positions in U.S. consumer foods and sales/marketing from 2001–2006 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCormick & Company, Inc. | Chairman of the Board | 2009–2017 | Led governance and long-term strategy for a global CPG leader |
| McCormick & Company, Inc. | Chief Executive Officer | 2008–2016 | Drove scale, market expansion, and performance |
| McCormick & Company, Inc. | President | 2007–2015 | Oversaw global operations and execution |
| McCormick & Company, Inc. | President, North American Consumer Products | 2005–2006 | Led regional consumer portfolio |
| McCormick & Company, Inc. | President, U.S. Consumer Foods Group | 2003–2005 | Drove U.S. consumer segment growth |
| McCormick & Company, Inc. | VP — Sales & Marketing, U.S. Consumer Foods Group | 2001–2003 | Led commercial strategy and execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| T. Rowe Price Group, Inc. | Director | Current | Ongoing public company directorship |
| WestRock Company | Director | Prior (within 5 years) | Pre‑combination legacy board service |
Board Governance
- Independence: Board determined Wilson is independent under NYSE standards; key committees (Audit, Compensation, Nomination, Finance, Sustainability) are fully independent .
- Committee assignments: Member, Compensation Committee and Nomination Committee; Compensation Committee met 3 times and Nomination Committee met 3 times (July–Dec 2024 period) .
- Attendance: Between July 5–Dec 31, 2024, all directors (except one due to a family emergency) attended at least 75% of Board/committee meetings—indicating Wilson met minimum attendance expectations .
- Executive sessions: Independent directors meet in executive session regularly; sessions chaired by the independent Board Chair .
- Shareholder support: Re‑elected at the May 2, 2025 AGM with 99.69% votes FOR (426,944,842 FOR; 1,335,793 AGAINST) .
- Overboarding: Company policy caps directors at ≤3 other public boards (≤1 for public company executives); Nomination Committee confirmed compliance for all nominees .
Fixed Compensation
| Component | Program Terms | Alan D. Wilson – 2024 Actual |
|---|---|---|
| Annual Cash Retainer | $120,000 | $58,356 (partial year post‑combination) |
| Chair Retainers (supplemental) | $100,000 (Board Chair); $20,000 (committee chairs; Audit $25,000) | N/A (not a chair) |
| Meeting Fees | Not disclosed (no per‑meeting fees) | Not disclosed |
| All Other Compensation | Reimbursable travel, related meals, gifts; tax planning services; associated Irish benefit‑in‑kind taxes | $18,813 total; includes $9,476 travel-related, $590 tax planning, $8,747 taxes on benefits |
| Total (July–Dec 2024) | Cash retainer + equity + other | $77,169 (cash $58,356; stock $0; other $18,813) |
Director compensation was reset post‑combination to align with peer practices; former Smurfit Kappa directors received RSUs in August 2024, while former WestRock directors (including Wilson) did not, due to pre‑combination WestRock grants vesting/distributing at close .
Performance Compensation
| Award Type | Grant Details | Vesting | Alan D. Wilson – Status |
|---|---|---|---|
| Annual Stock Grant (RSUs) – SW | $175,000 value per director; Aug 2, 2024 grants to former Smurfit Kappa directors (2,094 RSUs each; Chair 3,291 RSUs) | Vested Jan 1, 2025; dividend equivalents accrue | No SW RSUs granted in 2024 (as a former WestRock director) |
| Legacy Deferred RSUs – WestRock Plan | Converted to SW RSUs at combination; fully vested | Settled per plan terms | 54,791 fully vested deferred RSUs |
| Unvested RSUs (as of Dec 31, 2024) | — | — | 0 unvested RSUs |
Other Directorships & Interlocks
| Company | Relationship to SW | Potential Interlock/Conflict Notes |
|---|---|---|
| T. Rowe Price Group, Inc. | Unrelated asset manager; Wilson is a director | No related‑party transactions disclosed; Compensation Committee interlocks none in 2024 |
| WestRock Company (prior) | Legacy entity now subsidiary post‑combination | Historical service; no current related‑party transactions |
Expertise & Qualifications
- Brings leadership experience, market expertise, and governance acumen, with experience operating at significant scale—aligned to SW’s global footprint and transformation objectives .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Alan D. Wilson | 55,826 | <1% | Includes 54,791 fully vested deferred RSUs from legacy WestRock non‑employee director plan (converted to SW RSUs) |
- Ownership policy: Directors must hold shares equal to 5× annual cash retainer; until met, must retain 50% of post‑tax shares from any equity vesting/exercise. At end‑2024, all non‑employee directors were either compliant or subject to holding requirement .
- Hedging/pledging prohibition: Insider trading policy broadly prohibits hedging and pledging of SW securities, and restricts margin purchases and short sales .
Governance Assessment
- Strengths: Independent status; dual committee roles (Compensation, Nomination) providing strong oversight; no related‑party transactions; no compensation committee interlocks; shareholder support for re‑election (99.69% FOR); broad prohibition on hedging/pledging; robust director ownership guidelines .
- Compensation alignment: Post‑combination director pay structure emphasizes cash retainer plus equity; Wilson’s 2024 SW equity was nil due to legacy WestRock grants vesting at close, but legacy deferred RSUs (fully vested) provide equity alignment; reimbursements/tax planning amounts were modest and disclosed .
- Attendance/engagement: Board met four times; committees active (e.g., Compensation 3, Nomination 3); all directors met ≥75% attendance (except one for family emergency), indicating baseline engagement .
- Shareholder signals: Say‑on‑pay approved with 95.32% FOR; frequency vote chose annual (reflects expectations for continued pay‑for‑performance oversight by committees that include Wilson) .
- RED FLAGS: None disclosed—no related‑party transactions, no hedging/pledging, no tax gross‑ups or single‑trigger CIC benefits in company policies; modest perquisite reimbursements disclosed transparently .