Ben Garren
About Ben Garren
Executive Vice President & Group General Counsel at Smurfit Westrock; appointed effective July 8, 2024 and designated a Section 16 officer, reporting to the President & Group CEO . Identified as a Named Executive Officer (NEO) for 2024, with compensation tied predominantly to performance (AIP and PSUs) and subject to robust share ownership and clawback policies . Company-wide 2024 outcomes informing his incentives included Adjusted EBITDA of $2.431B (post-Combination) supporting an AIP payout at 128.90% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smurfit Westrock plc | EVP & Group General Counsel | 2024–present | Executive legal leadership; Section 16 officer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smurfit Westrock US Holdings Corporation | Director (subsidiary) | 2025 | Governance/authorizations on securities filings |
| WRKCO Inc. | Director (subsidiary) | 2025 | Governance/authorizations on securities filings |
| WestRock MWV, LLC | Director (subsidiary signatory context) | 2025 | Governance/authorizations on securities filings |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary (annualized) | $675,000 | Set at Combination; unchanged for 2025 |
| Base Salary Paid (2024 actual) | $324,716 | Pro-rated for Jul–Dec 2024 |
| Target Annual Bonus (AIP % of salary) | 75% | Company set 75% target for Garren |
| Target Annual Bonus (Jul–Dec 2024) | $244,826 | Based on 75% target for the Jul–Dec period |
| Actual Annual Bonus (Jul–Dec 2024) | $315,580 | Payout at 128.90% of target |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting/Performance |
|---|---|---|---|---|---|
| 2024 AIP (Jul–Dec) | Adjusted EBITDA | 100% | Not disclosed | $2.431B achieved; 128.90% payout | Cash, pays post-year |
| 2025 AIP (design) | Adj. EBITDA | 35% | Set by Committee | Company guidance | Annual cash, multi-metric |
| 2025 AIP (design) | Free Cash Flow | 35% | Set by Committee | Company guidance | Annual cash, multi-metric |
| 2025 AIP (design) | Synergies | 10% | Set by Committee | Company guidance | Annual cash |
| 2025 AIP (design) | TRIR (Safety) | 10% | Set by Committee | Company guidance | Annual cash |
| 2025 AIP (design) | Personal/Strategic | 10% | Set by Committee | Company guidance | Annual cash |
| 2024 LTI | PSUs (Relative TSR vs S&P 500) | 100% | 50th percentile = 100% | 0–200% vest; straight-line interpolation | Performance period 7/8/2024–12/31/2026 |
| 2024 Grant (PSUs target value) | PSUs target value | — | $1,083,333 | 25,929 PSUs granted | Vests on certified performance |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/3/2025) | 0 shares beneficially owned |
| Outstanding PSUs (12/31/2024) | 52,488 PSUs; market/payout value shown as $2,827,004 (reflects max performance presentation per SEC) |
| Stock Options | None – no options granted in 2024 |
| Ownership Guidelines | Executives must hold shares equal to 3x base salary; must retain 50% of post-tax shares until compliant |
| Hedging/Pledging | Prohibited under Insider Trading Policy; broad prohibition highlighted in governance |
| Clawback | SEC/NYSE-compliant clawback plus broader discretionary policy covering misconduct, restatements, etc. |
Employment Terms
| Term/Provision | Details |
|---|---|
| Employment Start/Term | Starts July 8, 2024; fixed term to Dec 31, 2026 unless extended |
| Role & Reporting | General Counsel; Section 16 officer; reports to President & Group CEO |
| Target Bonus & Equity | AIP target 75% of salary; target annual equity grant value $1,300,000 (pro-rated for 2024) |
| Severance (no cause before 12/31/2026) | Base salary continuation through 12/31/2026; outstanding annual equity continues to vest on schedule (performance-based awards subject to achievement) |
| Non-compete/Non-solicit | 12 months after termination; carve-out permitting practice of law |
| At-will Language | Offer letter includes at-will provision, subject to notice provisions |
| Executive Severance Plan | Not eligible; covered by offer letter terms instead |
Potential Payments Upon Termination or Change-in-Control (as of 12/31/2024)
| Scenario | Cash Payments ($) | AIP Payments ($) | Retention Bonus ($) | Health Benefits ($) | Equity Incentive ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause | 1,350,000 | — | — | — | 2,827,004 | 4,177,004 |
| Change-in-Control Qualifying Termination | 1,350,000 | — | — | — | 2,827,004 | 4,177,004 |
| Death | — | — | — | — | 282,700 | 282,700 |
| Retirement | — | — | — | — | 282,700 | 282,700 |
| Disability | — | — | — | — | 2,827,004 | 2,827,004 |
Compensation & Incentives – Additional Detail
| Category | Detail |
|---|---|
| Total Compensation 2024 | $1,988,297 (Salary $324,716; Stock Awards $1,298,265; Non-Equity Incentive $315,580; All Other $49,736) |
| Perquisites/Other | Defined contribution plan contributions ($24,354); incremental costs for executive financial planning and spousal travel; other standard benefits per NEOs |
| Pay-for-Performance Structure | Post-Combination NEO pay majority at-risk; company-wide best practices (no excise tax gross-ups; no single-trigger CIC benefits; robust ownership & clawbacks) |
Performance & Track Record Context
- Smurfit Westrock 2024 combined performance: Net Sales $30.9B, Adjusted EBITDA $4.7B, EBITDA margin 15.2% (combined basis) .
- 2024 AIP focused on Adjusted EBITDA across post-Combination period; achieved $2.431B supporting above-target payouts .
Investment Implications
- Alignment signals: No options and PSUs entirely performance-based with 0–200% vesting on S&P 500 relative TSR through 12/31/2026; mandatory 50% post-tax share retention until 3x-salary ownership guideline met; hedging/pledging prohibited—reduces short-term selling risk and enhances alignment .
- Retention economics: Fixed-term offer with salary continuation and continued vesting on termination without cause suggests lower voluntary departure risk; quantified termination/CIC outcomes (~$4.18M) primarily equity-driven indicate strong incentive to remain through the PSU performance period .
- Near-term selling pressure: Beneficial ownership shows zero shares as of March 3, 2025, with significant outstanding PSUs scheduled to vest on performance certification; share retention policy mitigates post-vesting sell pressure .
- Governance & risk controls: Dual clawback policies and broad prohibition on hedging/pledging, plus Section 16 compliance disclosures, reduce compensation-related risk factors for investors .