Carol Fairweather
About Carol Fairweather
Carol Fairweather, 63, is a British independent director of Smurfit Westrock (SW) since 2024. She is Finance Committee Chair and a member of the Audit and Executive Committees, bringing global retail experience and FTSE 100 CFO credentials from her tenure as CFO and executive director at Burberry (2013–2017), following senior finance roles at Burberry (joined 2006), News International (1997–2005), and Shandwick (1991–1997) . All director nominees other than the CEO and CFO are independent under NYSE standards, and Audit Committee members meet heightened independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burberry Group plc | Chief Financial Officer and executive Director | 2013–2017 | CFO experience at FTSE 100 company; global retail finance leadership |
| Burberry Group plc | Senior Vice President, Group Finance | Prior to 2013 (joined 2006) | Senior finance leadership |
| News International Limited | Director of Finance | 1997–2005 | Corporate finance leadership |
| Shandwick plc | UK Regional Controller | 1991–1997 | Regional finance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Segro plc | Non-executive director | Current | Not disclosed in SW proxy |
| Smurfit Kappa Group plc | Non-executive director | Prior within 5 years | Pre-Combination board service (legacy) |
Board Governance
- Committee assignments: Finance (Chair), Audit (Member), Executive (Member) .
- Audit Committee independence and literacy: all members independent; committee includes multiple “financial experts” (Brown, Crews, Stockton); Audit Committee charter oversight of external auditor and ICFR .
- Meeting activity (Jul 5–Dec 31, 2024): Audit (6), Compensation (3), Nomination (3), Finance (3), Sustainability (2), Executive (0) .
- Attendance: During Jul 5–Dec 31, 2024, each director other than Mr. Crews attended at least 75% of Board and relevant committee meetings; Crews’ shortfall due to family emergency. Fairweather met the 75% threshold .
- Election support: At the May 2, 2025 AGM, Fairweather received 99.77% votes “For” (427,315,210 “For”; 970,482 “Against”; 89,292 abstain) .
Fixed Compensation
| Element | Amount/Detail | 2024 Amount (Fairweather) |
|---|---|---|
| Annual Cash Retainer | $120,000 (annualized; paid post-Combination for Jul–Dec 2024) | $68,082 (pro-rated fees earned in cash) |
| Committee Chair Fees | Finance Chair $20,000; Audit Chair $25,000; Compensation/Nomination/Sustainability Chairs $20,000 | Included in $68,082 total cash fees (specific chair fee component not separately disclosed) |
| Non-Executive Chair Supplemental Cash | $100,000 (not applicable to Fairweather) | — |
| Reimbursements | Reasonable travel/related expenses; Irish benefit-in-kind taxes in certain spouse-accompanied instances | $0 (All Other Compensation not recorded for Fairweather) |
Performance Compensation
| Equity Element | Grant Detail | Fair Value / Shares | Vesting / Other Terms |
|---|---|---|---|
| Annual Stock Grant (go-forward program) | $175,000 (annualized) | N/A for 2024 due to timing; legacy RSUs granted Aug 2, 2024 | Annual program; details apply prospectively |
| RSUs (post-Combination catch-up) | Granted Aug 2, 2024 to former Smurfit Kappa directors | $87,487 grant-date fair value (based on $41.78 close on grant date) ; 2,094 RSUs granted to Fairweather | Vested Jan 1, 2025; accrue dividend-equivalent units (unvested RSUs at year-end: 2,119) |
Performance metrics in director pay:
| Metric Type | 2024 Application | Notes |
|---|---|---|
| Financial (Revenue, EBITDA, TSR percentile) | None disclosed for director awards | Director RSUs were time-based; unearned performance awards excluded from ownership guideline calculations |
| ESG/Strategic Goals | None disclosed | Not part of director equity in 2024 |
Other Directorships & Interlocks
| Company | Relationship to SW | Potential Interlock/Conflict |
|---|---|---|
| Segro plc | External public board | No related-party transactions requiring disclosure; no specific conflict disclosed |
Expertise & Qualifications
- Global retail and finance expertise as Burberry CFO; significant public company finance experience .
- Committee leadership: Finance Chair overseeing capital budgets, capital structure, financing, liquidity, and debt ratings .
- Audit Committee member; Board determined all Audit Committee members independent and financially literate .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Carol Fairweather | 4,116 | <1% (*) | Beneficial ownership as of Mar 3, 2025; asterisk denotes less than 1% |
| Unvested RSUs at 12/31/2024 | 2,119 | N/A | RSUs accrue dividend equivalents; vested Jan 1, 2025 |
| Ownership Guideline | 5× annual cash base retainer; counts time-based RSUs; retain 50% of post-tax shares until compliant | N/A | As of end-2024, all non-employee directors either compliant or subject to holding policy |
Governance Assessment
- Strengths:
- Independent director with deep CFO experience (Burberry) and finance leadership; chairs Finance Committee, indicating strong capital allocation oversight .
- High shareholder support (99.77% “For”) in 2025 director election—positive investor confidence signal .
- Audit Committee membership and Board’s independence determinations support governance quality and financial literacy .
- Attendance met at least 75% threshold in 2H 2024; Board committees active post-Combination .
- Share ownership policy (5× cash retainer) aligns director incentives; RSUs time-based, dividend-equivalent accruals transparent .
- Watch items / RED FLAGS:
- No director-specific performance metrics attached to equity grants (time-based RSUs)—typical for board pay but offers limited pay-for-performance linkage .
- External board at Segro plc—no conflicts disclosed, but monitor for any related-party transactions; proxy states none requiring disclosure since 2024 .
- Shareholder feedback context:
- Say-on-pay advisory vote for NEOs received 95.32% support; shareholders chose annual say-on-pay frequency (98.73% “One Year”)—constructive governance environment .