Carole Brown
About Carole L. Brown
Carole L. Brown, age 60, was appointed as an independent director of Smurfit Westrock plc on March 11, 2025 and serves on the Audit Committee and Sustainability Committee; she is designated an Audit Committee Financial Expert under SEC rules . Brown previously led PNC’s Asset Management Group (2020–Aug 2024), was a special advisor to the CEO until retiring in Jan 2025, served as Chicago’s Chief Financial Officer (2015–2019), and had a 25‑year career as a leading municipal finance investment banker; she also served on the SEC Fixed Income Market Structure Advisory Committee (2017–2019) . The Board affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Financial Services Group | Head, Asset Management Group | 2020–Aug 2024 | Led asset management; risk/change roles prior; retired Jan 2025 |
| PNC Financial Services Group | Chief Change & Risk Officer (AMG and C&IB) | 2019–2020 | Oversight of risk and change management |
| City of Chicago | Chief Financial Officer | 2015–2019 | Oversight of municipal finance and capital markets execution |
| SEC | Member, Fixed Income Market Structure Advisory Committee | 2017–2019 | Policy advisory on fixed income market structure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards (current) | None | — | — |
| Public company boards (past 5 years) | None | — | — |
Board Governance
- Committee assignments: Audit Committee member; Sustainability Committee member; Audit Committee chaired by Terrell K. Crews . Brown is designated an Audit Committee Financial Expert by the Board .
- Independence: Board determined Brown is independent under NYSE rules (and meets heightened audit independence standards) .
- Attendance: The Board met four times between July 5–Dec 31, 2024 and committees met per the schedule; Brown joined in March 2025 and was not eligible to attend 2024 meetings .
- Board refresh & selection: Identified via a third‑party search firm; vetted by the Nomination Committee and approved by the Board .
- Policies: Director overboarding policy (max three other public boards; continuous monitoring) ; Share ownership guidelines for directors (5× annual cash retainer; 50% post‑tax share retention until compliant) ; Prohibition on hedging and pledging company stock .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Standard non‑executive director cash retainer |
| Committee Chair Fees | $20,000–$25,000 | Chairs only (Audit $25k; others $20k); Brown is a member, not a chair |
| Annual Stock Grant | $175,000 | Standard non‑executive director annual equity grant |
| Program Applicability | Entitled | Brown to receive annual cash retainers and stock grant per program |
- 2024 director compensation table shows no 2024 compensation for Brown (joined March 2025) .
Performance Compensation
| Metric | Weight | Notes |
|---|---|---|
| Not applicable to non‑executive directors | — | Director equity grants are time‑based; no performance metrics apply to director compensation |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None (current) | — | — | No current public company interlocks reported |
| Related party transactions | — | — | No transactions requiring disclosure since fiscal 2024 (Item 404) |
Expertise & Qualifications
- Financial and risk management expertise; extensive execution of complex financial and strategic transactions in U.S. markets .
- Audit Committee Financial Expert designation; financial literacy per NYSE and Irish Companies Act requirements .
- Public sector finance leadership (City of Chicago CFO) and SEC policy advisory experience .
Equity Ownership
| Date/Source | Event | Shares Transacted | Price | Post‑Transaction Ownership | Notes |
|---|---|---|---|---|---|
| 2025‑03‑03 (DEF 14A) | Beneficial ownership snapshot | — | — | 0 | As of record date; Brown had not yet joined the Board |
| 2025‑03‑20 (Form 3) | Initial filing | 0 | — | 0 | Initial insider filing upon appointment |
| 2025‑05‑02 (Form 4) | Award of Ordinary Shares | 4,239 | $0.00 | 4,239 | Director equity award; direct ownership |
| 2025‑06‑18 (Form 4) | Award of Ordinary Shares | 43 | $0.00 | 4,282 | Incremental award; direct ownership |
| 2025‑09‑18 (Form 4) | Award of Ordinary Shares | 41 | $0.00 | 4,323 | Incremental award; direct ownership |
- Ownership as % of shares outstanding: ~0.0008% (4,323 / 521,964,165 shares) .
- Pledging/Hedging: Company policy broadly prohibits hedging and pledging of SW securities; no pledging disclosed for Brown .
- Stock ownership guidelines: Directors must hold shares equal to 5× annual cash retainer; until compliant, must retain 50% of post‑tax shares from equity awards .
Shareholder Votes (2025 AGM)
| Proposal | For | Against | Abstain | Broker Non‑Votes | % For |
|---|---|---|---|---|---|
| Election of Carole L. Brown | 427,293,815 | 981,702 | 99,467 | 15,444,618 | 99.77% |
| Say‑on‑Pay (NEO compensation) | 407,878,831 | 20,047,502 | 448,651 | 15,444,618 | 95.32% |
| Say‑on‑Frequency (“One Year”) | 414,315,039 | 107,942 (Two Years) | 8,746,478 (Abstain) | 15,444,618 | 98.73% (One Year) |
Governance Assessment
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Board effectiveness: Brown strengthens audit oversight as a designated Audit Committee Financial Expert and adds U.S. financial markets and risk management depth; she also contributes to sustainability governance through committee service .
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Independence & overboarding: Affirmed independent; no other public boards reported, which minimizes overboarding risk under SW’s policy .
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Alignment & incentives: Director pay structure mixes cash ($120k) with equity ($175k) and is supported by robust ownership guidelines (5× cash retainer, 50% post‑tax retention) and prohibitions on hedging/pledging, supporting long‑term alignment .
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Shareholder support: Strong election support (99.77% for Brown) and high say‑on‑pay approval (95.32%), bolstering investor confidence .
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Conflicts/red flags: No related‑party transactions requiring disclosure; no pledging/hedging; no other public board interlocks; no governance red flags identified in filings .
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Executive sessions and refresh: Independent Chair leads regular executive sessions; Brown’s appointment via third‑party search supports refreshment and balanced board composition .