Anthony Smurfit
About Anthony Smurfit
Anthony Smurfit, 61, is President & Group Chief Executive Officer (CEO) of Smurfit Westrock (SW) and a director since 2023; he became CEO of the combined company at closing in July 2024 after serving as CEO of Smurfit Kappa (2015–Jul-2024) and in prior senior operating roles across Europe and France . In 2024 (first partial year post-combination), SW reported combined Net Sales of $30.9B and Adjusted EBITDA of $4.706B (15.2% margin), while company TSR rose 18.1% from U.S. listing (Jul 8, 2024) through year-end—providing an early read on value creation under his leadership . Management states a $400M synergy program is on track to complete in 2025, with at least an equal additional value opportunity identified .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Smurfit Westrock | President & Group CEO; Director | 2024–present (Director since 2023) | Brings leadership, strategic planning, and deep operating/customer knowledge to the combined platform . |
| Smurfit Kappa | Group Chief Executive Officer | 2015–Jul-2024 | Led the legacy European/LatAm packaging leader prior to combination . |
| Smurfit Kappa | Group Chief Operations Officer | 2002–2015 | Senior global operating leadership . |
| Smurfit Europe | Chief Executive | 1999–2002 | Regional CEO; previously Deputy CEO . |
| Smurfit France | Chief Executive Officer | Prior to Deputy CEO, dates not specified | Country leadership role . |
| Smurfit Kappa/Predecessors | Director | 1989–Jul-2024 | Long-tenured board service at legacy entity . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company boards listed; “Other Current Public Boards: None” . |
Fixed Compensation
- CEO pay mix emphasizes variable, at‑risk pay; in post-combination 2024, ~90% of CEO target compensation was performance-based .
- Base salary and target bonus terms: service contract annual base salary €1,387,040; starting 2025 target annual bonus 175% of base salary; base salaries set at combination with no 2025 change .
Multi-year summary (actuals reported under SEC rules):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $1,282,083 | $1,416,920 |
| Stock Awards (accounting grant/mod mods) | $4,063,801 | $17,067,897 |
| Non-Equity Incentive Plan Comp | $871,752 | $2,639,690 |
| All Other Compensation | $132,838 | $204,750 |
| Total | $6,350,474 | $21,329,257 |
Notes:
- 2024 “Stock Awards” include legacy award modifications and DBP settlements required to be recognized at combination; excluding those, 2024 stock awards tied to new programs totaled $10.615M (and total comp $14.876M) for transparency .
- Annualized base salary levels during 2024 were $1,333,563 (pre-combination) and $1,500,279 (post-combination) illustrative of alignment with U.S.-listed peer scale .
Performance Compensation
Annual incentives – design, targets, outcomes:
A) Post-Combination AIP (Jul–Dec 2024)
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | Company target (not disclosed) | $2.431B | 128.90% of target | Cash after certification . |
CEO specifics (Jul–Dec 2024): Target AIP 175% of base; target $1,312,744; final AIP $1,692,127 (128.90%) .
B) Legacy SKG Plan (Jan–Jun 2024)
| Metric | Weight | Threshold | Target | Max | Actual | Payout of Max |
|---|---|---|---|---|---|---|
| Adjusted EBIT | 35% | €414M | €549M | €685M | €647M | 30.11% (86%) |
| Free Cash Flow | 35% | €(162)M | €(65)M | €32M | €30M | 34.63% (99%) |
| Health, Safety & Wellbeing (TRIR) | 10% | <0.55 | <0.55 | <0.55 | 0.465 | 10.00% (100%) |
| Personal/Strategic Goals | 20% | Strong progress | Strong progress | Strong progress | Achieved | 20.00% (100%) |
| Total | 100% | — | — | — | — | 94.74% |
CEO SKG payout (Jan–Jun 2024): Opportunity $1,000,172; payout 94.74% = $947,563 .
Long-term equity (alignment and vesting):
| Award | Grant date | Vehicle | Target/Qty | Key performance/vesting terms |
|---|---|---|---|---|
| LTI Plan PSUs | Aug 2, 2024 | PSUs | 144,452 sh | 0–200% based on Relative TSR vs S&P 500; performance period Jul 8, 2024–Dec 31, 2026; straight-line interpolation . |
| Legacy PSP | Mar 14, 2024 | PSP | 76,676 sh | Performance deemed achieved at 100% at combination; continues time vesting over 3 years . |
| Legacy DBP (2023 bonus deferral) | Mar 14, 2024 | RSUs (DBP) | 21,304 sh | 3-year time vesting from grant date (dividends in cash at vest) . |
- 2024 LTI target values: LTI Plan PSUs $6.035M; March 2024 PSP $3.382M (accounting grant values) .
- 2025 long-term design: 75% PSUs (Adjusted Cumulative EPS 30%, Average ROCE 30%, Relative TSR 40%), 25% RSUs; three-year period .
2025 AIP framework (first full year as U.S.-listed):
| Category | Weight | Metrics |
|---|---|---|
| Financial | 80% | Adjusted EBITDA 35%; Free Cash Flow 35%; Synergies 10% . |
| Strategic | 20% | TRIR 10%; Personal/Individual Strategic Priorities (incl. sustainability/engagement) 10% . |
Equity Ownership & Alignment
- Beneficial ownership: 1,507,545 SW ordinary shares (<1% of outstanding) .
- Outstanding unvested awards at 12/31/2024 (CEO): PSUs 292,428 (maximum basis incl. DEUs), PSP 79,711 (2024), PSP 96,505 (2023), PSP 78,925 (2022), DBP RSUs (2024) 21,304; select DBP awards from prior years remain outstanding subject to underpin .
- Ownership guidelines: CEO required to hold 8x salary; executives must retain 50% of post-tax shares until compliant; as of 2024, NEOs either in compliance or subject to holding policy .
- Hedging/pledging: Prohibited by policy (also short sales, margin, collars, swaps) .
- Option usage: No options granted in 2024; company notes no option repricing/backdating without shareholder approval .
Employment Terms
- Service contract: Base salary €1,387,040; 2025 target bonus 175% of salary; eligible for annual equity awards (2025 target grant value $11,250,000) .
- Termination mechanics: 12 months’ notice by either party; company may make payment-in-lieu-of-notice; garden leave permitted; confidentiality/IP obligations; 12‑month non‑compete/non‑solicit/non‑dealing (reduced by any garden leave) .
- Executive Severance Plan (ESP):
- Outside change-in-control (CIC): 2x (CEO) salary+target bonus; pro‑rated target bonus; healthcare subsidy .
- CIC double-trigger (within 24 months): 3x (CEO) salary+target bonus; pro‑rated target bonus; healthcare subsidy .
- No single-trigger benefits or excise tax gross-ups; 280G cutback if beneficial .
- Clawbacks: Dodd-Frank compliant accounting restatement clawback plus broader discretionary clawback for misconduct/risk failures (cash/equity) .
Quantified potential payments (illustrative, as of 12/31/2024):
| Scenario | Cash (salary portion) | AIP/Bonus portion | Healthcare | Equity vesting (est.) | Total |
|---|---|---|---|---|---|
| Termination without Cause | $3,000,557 | $5,250,975 | $20,000 | $14,300,733 | $22,572,265 |
| CIC Qualifying Termination | $4,500,836 | $7,876,463 | $30,000 | $28,475,888 | $40,883,187 |
Vesting treatment highlights:
- PSUs (post-combination): pro‑rata on certain terminations; full acceleration on CIC double trigger; death vests at target; disability vests based on actual performance .
- Legacy PSP/DBP: continue or accelerate per specified “good” terminations, death, or certain corporate events; otherwise forfeit .
Board Governance (Director + CEO dual-role review)
- Board role: Director since 2023; member of the Executive Committee .
- Independence: Not independent due to officer status; 12 of 14 nominees are independent .
- Leadership structure: Independent Chair (Irial Finan) and a Senior Independent Director (Kaisa Hietala) provide additional counterbalance; committees (Audit, Compensation, Nomination, Finance, Sustainability) are fully independent .
- Board activity: Board met 4 times from Jul 5–Dec 31, 2024; committees met frequently during integration; directors generally met 75%+ attendance .
- Director pay: Executives receive no additional director compensation .
Implications: Combining executive and director roles is mitigated by independent Chair, Senior Independent Director, fully independent key committees, and regular executive sessions—addressing independence concerns typical of CEO-director dual roles .
Compensation Structure Analysis
- At‑risk pay dominated 2024 CEO mix (~90% at target); 2024 LTI was 100% performance-based PSUs (Relative TSR); 2025 LTI shifts to 75% PSUs/25% RSUs, adding multi-metric financial performance to PSUs (Adjusted EPS, ROCE, TSR) .
- 2025 AIP broadens to include FCF and Synergies (financial 80%) plus safety and strategic priorities (20%)—tightening linkage to integration execution and cash discipline .
- Policies: No single-trigger CIC benefits; no excise tax gross-ups; hedging/pledging prohibited; robust clawbacks; no option repricing/backdating without shareholder approval .
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM will feature the company’s first say‑on‑pay and say‑on‑frequency votes; Board recommends “FOR” say‑on‑pay and “One Year” frequency .
- Since combination, management engaged >350 equity investors across ~200 firms representing ~40% of issued share capital .
Related Party Transactions
- None requiring disclosure since the beginning of fiscal 2024; a formal Related Person Transactions Policy governs approvals .
Performance & Track Record
- 2024 combined metrics: Net Sales $30.9B; Adjusted EBITDA $4.706B; Adj. EBITDA margin 15.2% .
- TSR increased 18.1% from U.S. listing (Jul 8, 2024) through year-end; peer index (Dow Jones U.S. Containers & Packaging) up 9.3% in same period .
- Synergy program: $400M on track to complete in 2025, with identified opportunity at least equal to the synergy target .
Compensation Peer Group (benchmarking context)
- 18-company peer group spanning packaging and large industrial/consumer names (e.g., Amcor, Ball, Crown, International Paper, CRH, Dow, Deere, Kimberly‑Clark, Mondelez, General Mills, PACCAR, Kraft Heinz, LyondellBasell, 3M, Cummins, Tyson, Packaging Corp. of America) established for competitive pay levels and program design .
- Independent consultant (Semler Brossy) supports compensation decisions and risk assessments .
Equity Ownership Detail (as of 12/31/2024)
| Category | Amount |
|---|---|
| Beneficially owned shares | 1,507,545 (<1%) |
| Unvested PSUs (post-comb., max basis incl. DEUs) | 292,428 |
| Unvested PSP awards (2024/2023/2022) | 79,711 / 96,505 / 78,925 |
| Unvested DBP RSUs (2024) | 21,304 |
Employment Economics – Key Dates
- PSU performance period: Jul 8, 2024–Dec 31, 2026; vest after Compensation Committee certification (early 2027 timing typical) .
- PSP/DBP vesting: Three-year schedules from respective grant dates (3/28/2022; 9/22/2023; 3/14/2024) .
Investment Implications
- Alignment: High at‑risk mix, multi-year PSU metrics (TSR, EPS, ROCE) and 8x salary ownership guideline (with hedging/pledging prohibitions and dual clawbacks) support shareholder alignment and reduce governance risk .
- Execution incentives: 2025 AIP/PSU metrics (Adjusted EBITDA/FCF/Synergies; EPS/ROCE/TSR) tie payouts to integration, cash generation, and capital efficiency—positive for deleveraging and returns trajectory .
- Retention risk: CEO lacks special retention bonuses (others received), but has sizable unvested PSU/PSP/DBP equity through 2026–2027, creating retention glue; severance/CIC protections are market-standard (double-trigger, no tax gross-ups) .
- Overhang/flow: No 2024 options and prohibition on hedging/pledging temper selling pressure; a sizable PSU tranche culminates in early 2027 which could be a liquidity event window depending on performance outcomes .
- Governance: Independent Chair and fully independent key committees mitigate CEO/director dual-role concerns; first say-on-pay in 2025 will be a temperature check on post-combination pay design .