Colleen Arnold
About Colleen F. Arnold
Colleen F. Arnold, age 67, is an American independent director of Smurfit WestRock (SW) since 2024 and a former WestRock director prior to the Combination (July 5, 2024). She served as SVP, Sales & Distribution at IBM from 2014–2016 and held multiple global general manager roles at IBM from 1998–2014. Her core credentials cited by the Board include global business experience, financial expertise, consumer markets and sales, innovation, and scaling large organizations. She currently serves on the Compensation and Sustainability Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | SVP, Sales & Distribution | 2014–2016 | Global sales and distribution leadership at scale |
| IBM | Senior leadership roles incl. SVP, Application Management Services (GBS); GM GBS Strategy; GM Global Consulting Services/Industries/Application Services; GM EMEA; GM ANZ Global Services; CEO Global Services Australia | 1998–2014 | Global P&L, strategy, operations across regions/functions |
| WestRock Company | Director (pre-Combination) | Prior to 2024 | WestRock board service before SW Combination |
External Roles
| Company | Role | Status |
|---|---|---|
| Cardinal Health, Inc. | Director | Previous (within last 5 years) |
| WestRock Company | Director | Previous (within last 5 years) |
| Current public company boards | — | None |
Board Governance
- Committee assignments: Compensation (Member); Sustainability (Member). No chair roles.
- Independence: Board affirmatively determined Arnold is independent under NYSE rules (including heightened standards for Compensation Committee membership).
- Attendance and engagement: From July 5–Dec 31, 2024 the Board met 4 times; each director other than Terrell K. Crews attended at least 75% of aggregate Board and committee meetings during their service window, indicating Arnold met the ≥75% threshold.
- Committee activity levels (July 5–Dec 31, 2024): Audit 6; Compensation 3; Nomination 3; Finance 3; Sustainability 2; Executive 0.
- Shareholder support (2025 AGM): Arnold received 426,524,570 votes “For” (99.59%), 1,762,063 “Against,” 88,351 abstentions (broker non-votes 15,444,618).
- Overboarding policy: Directors may serve on no more than three other public boards (or one for public company executives); key committees are 100% independent.
- Hedging/pledging: Company policy broadly prohibits hedging and pledging of SW securities.
- Related-party transactions: None requiring disclosure since the start of FY2024; Board maintains a Related Person Transaction Policy overseen by the Audit Committee.
Fixed Compensation
- Program structure (annualized for non-executive directors; paid July–Dec 2024 post-Combination):
- Annual Cash Retainer: $120,000
- Committee Chair retainers: Audit $25,000; Compensation $20,000; Nomination $20,000; Sustainability $20,000; Finance $20,000
- Annual Stock Grant: $175,000
- Chair of Board: additional $100,000 cash + $100,000 stock
- 2024 actual (post-Combination; individual):
- Arnold: Cash fees $58,356; Stock awards $0; All other compensation $6,651; Total $65,007. Note: certain spousal travel/related taxes were reimbursed for some directors in 2024; former WestRock directors (incl. Arnold) had received a 2024 grant at WestRock that vested on Combination, so SW did not issue a 2024 RSU grant to them.
- Unvested RSUs at year-end 2024: Arnold 0.
| Director Pay Element (2024 post-Combination) | Amount (USD) |
|---|---|
| Annual Cash Retainer (program) | $120,000 |
| Committee Chair Fees (program) | $20,000–$25,000 by committee |
| Annual Stock Grant (program) | $175,000 |
| Arnold – Cash Fees (actual) | $58,356 |
| Arnold – Stock Awards (actual) | $0 |
| Arnold – All Other Compensation (actual) | $6,651 |
| Arnold – Total (actual) | $65,007 |
| Arnold – Unvested RSUs (#) | 0 |
Performance Compensation
- Director equity is time-based, not performance-based. The go-forward program includes an annual stock grant ($175,000) in RSUs for non-executive directors; the 2024 SW RSUs were granted only to former Smurfit Kappa directors (vesting Jan 1, 2025) to align with former WestRock directors who received and vested 2024 awards at WestRock at Combination close. Arnold, as a former WestRock director, did not receive a 2024 SW RSU grant.
| Equity Component | Instrument | Vesting | Performance Metrics |
|---|---|---|---|
| Annual director equity (program) | RSUs | Time-based; annual cycle | None (time-based) |
| 2024 SW grant (scope) | RSUs to former Smurfit Kappa directors | Vested Jan 1, 2025 | Not applicable to Arnold (no SW 2024 RSUs) |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Cardinal Health, Inc. | Previous public board (within 5 years) | No direct packaging-supplier/customer overlap disclosed with SW; no related-party transactions disclosed. |
| WestRock Company | Previous public board (within 5 years) | Now a wholly-owned subsidiary post-Combination; standard integration context. |
Expertise & Qualifications
- Board-cited skills: global business; financial expertise; consumer markets and sales; innovation; experience operating at significant scale.
- Board skills matrix context: technology/cyber among Board’s composite skills, with multiple directors bringing such experience; Board committees oversee strategy, risk, and sustainability.
Equity Ownership
- Beneficial ownership (as of March 3, 2025): Arnold beneficially owns 27,098 SW shares (<1%); includes 25,901 shares through the Non-Employee Director Deferred Compensation Plan.
- Unvested RSUs: 0.
- Pledging/Hedging: Prohibited by insider trading policy.
- Director ownership guideline: 5x annual cash base retainer; until met, must retain 50% of net-after-tax shares from company awards. As of end of 2024, all non-employee directors were either in compliance or subject to the holding policy.
| Ownership Detail | Amount |
|---|---|
| Shares Beneficially Owned | 27,098 (<1% of 521,964,165 shares outstanding) |
| Includes (Deferred Plan) | 25,901 shares |
| Unvested RSUs | 0 |
| Hedging/Pledging | Prohibited by policy |
| Ownership Guideline | 5x annual cash retainer; retain 50% of net shares until met |
Governance Assessment
- Strengths:
- Strong shareholder mandate (99.59% support in 2025 director election).
- Independence confirmed; service on key independent committees (Compensation and Sustainability).
- Attendance at or above Board’s ≥75% threshold; Board conducted four meetings in 2H 2024; committees active.
- Ownership alignment supported by robust director ownership guideline (5x retainer) and anti-hedging/pledging policy.
- No related-party transactions requiring disclosure; Compensation Committee uses an independent consultant (Semler Brossy) with independence affirmed.
- Watch items (not red flags):
- 2024 SW equity grant not issued to former WestRock directors (including Arnold) due to pre-Combination WRK grants; alignment resumes under go-forward program in subsequent cycles.
- Minor “all other” compensation largely tied to director/spousal travel and related Irish benefit-in-kind taxes in 2024.
- Overall implication: Arnold brings large-cap operating depth and commercial acumen to Compensation and Sustainability oversight with strong investor backing and no apparent conflicts, supporting board effectiveness and investor confidence.