Irial Finan
About Irial Finan
Irial Finan, age 67, is the independent Board Chair of Smurfit Westrock (SW) and has served on the Board since 2024. He is Irish and previously served as Chair of Smurfit Kappa (2019–July 5, 2024). His background includes Executive Vice President at The Coca-Cola Company and President of the Bottling Investments Group (2004–2017; retired 2018), and prior service as CEO of Coca-Cola Hellenic Bottling Company SA. He brings senior management, finance, global operations, and integration expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smurfit Westrock | Independent Board Chair | 2024–present | Chairs Executive sessions of independent directors and serves as liaison to management and investors |
| Smurfit Kappa Group plc | Chair | 2019–July 5, 2024 | Led through combination into Smurfit Westrock; integration experience cited |
| The Coca-Cola Company | Executive Vice President; President, Bottling Investments Group (Coca-Cola subsidiary) | 2004–2017; retired 2018 | Senior executive leadership; global operations; integrations |
| Coca-Cola Hellenic Bottling Company SA | Chief Executive Officer | Not disclosed (prior to 2004) | CEO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune Brands Innovations, Inc. | Director (current) | Not disclosed | Not disclosed |
| Coca-Cola Bottlers Japan Holdings Inc. | Director (prior 5 years) | Not disclosed | Not disclosed |
| Coca-Cola European Partners plc | Director (prior 5 years) | Not disclosed | Not disclosed |
| Smurfit Kappa Group plc | Director (prior 5 years) | Not disclosed | Not disclosed |
Board Governance
- Independent Board Chair; Board maintains separation of Chair and CEO roles. Finan sets agendas and chairs executive sessions of independent directors and is available for shareholder consultation .
- Committee leadership: Nomination Committee (Chair); Executive Committee (Chair) .
- Senior Independent Director designated: Kaisa Hietala, supporting additional independent oversight .
- Committees comprised solely of independent directors under NYSE/SEC rules; independence of Finan affirmed by the Board .
- Committee meeting counts (Jul 5–Dec 31, 2024): Audit 6; Compensation 3; Nomination 3; Finance 3; Sustainability 2; Executive 0 .
- Shareholder support: Finan received 99.52% “For” votes in 2025 director elections (426,224,615 For; 2,050,015 Against) . Say-on-pay received 95.32% “For” .
- No related-party transactions over $120,000 since the beginning of fiscal 2024 requiring disclosure .
Fixed Compensation
| Period | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 (post-Combination) | 116,712 | 137,498 (RSUs, grant date fair value) | 20,248 | 274,458 |
All other compensation for Finan included travel/related items ($10,529) and tax payments on benefits-in-kind ($9,719) . RSU grant date was August 2, 2024 at $41.78 closing price; RSUs in 2024 were awarded to former Smurfit Kappa directors post-Combination .
| Legacy (Smurfit Kappa pre-Combination) | Annual Non-Executive Chair Cash Retainer ($) | Committee Chair ($) | Committee Member ($) |
|---|---|---|---|
| Fee schedule (annualized; paid until July 2024) | 409,450 | 70,192 | 23,397 |
| Legacy (Smurfit Kappa pre-Combination) | Fees Earned or Paid in Cash ($) |
|---|---|
| Irial Finan (Chair) | 210,334 |
Performance Compensation
| Item | Detail |
|---|---|
| Equity award type | RSUs (time-based) |
| Grant date | August 2, 2024 |
| Grant-date fair value | $137,498 |
| Unvested RSUs outstanding (12/31/2024) | 3,330 |
| Options/PSUs | None disclosed |
| Performance metrics tied to director compensation | Not disclosed (director RSUs appear time-based, no performance criteria reported) |
| Vesting schedule | Not disclosed |
Other Directorships & Interlocks
| Company | Relationship to SW (competitor/supplier/customer) | Interlock/Conflict Notes |
|---|---|---|
| Fortune Brands Innovations, Inc. | Not disclosed | No conflicts disclosed via Item 404; Board independence affirmed |
| Coca-Cola Bottlers Japan Holdings Inc. (prior) | Not disclosed | No conflicts disclosed via Item 404 |
| Coca-Cola European Partners plc (prior) | Not disclosed | No conflicts disclosed via Item 404 |
| Smurfit Kappa Group plc (prior) | SW wholly-owned subsidiary post-Combination | No related-party transactions requiring disclosure |
Expertise & Qualifications
- Senior executive leadership with finance and global operations experience; significant integration experience and establishing new markets .
- Board leadership as independent Chair; governance oversight of executive sessions and shareholder engagement .
- Independence confirmed for committee service standards; committees fully independent under NYSE/SEC rules .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 31,963 |
| Percentage of shares outstanding | * (less than 1%) |
| Unvested RSUs outstanding (12/31/2024) | 3,330 |
| Director stock ownership guideline | 5x annual cash base retainer; unvested time-based RSUs count toward guideline |
| Compliance status | As of end-2024, all non-employee directors either compliant or subject to holding policy |
| Hedging/pledging | Prohibited by Insider Trading Policy (no hedging, no pledging, no margin) |
Governance Assessment
- Strengths: Independent Board Chair with demonstrated large-scale integration experience; strong investor support (99.52% “For” vote); robust independence framework (committees fully independent); prohibition of hedging/pledging; Board conducts annual evaluations; executive sessions led by Finan .
- Compensation alignment: Director ownership guideline at 5x base retainer and RSUs granted post-Combination enhance alignment; Finan holds 31,963 shares and 3,330 unvested RSUs as of 12/31/2024 .
- RED FLAGS: Company-paid taxes on director benefits-in-kind constitute tax gross-ups (shareholder-unfriendly); Finan received $9,719 tax payments and $10,529 travel/gifts in 2024 .
- No related-party transactions requiring disclosure since 2024 and Compensation Committee independence/interlocks clean, reducing conflict risk .
- Engagement signals: Finan chairs Nomination and Executive Committees; Board meeting cadence established (2H 2024: Audit 6; Nomination 3; Compensation 3; Finance 3; Sustainability 2; Executive 0); frequency of executive sessions supports independent oversight .