Jørgen Buhl Rasmussen
About Jørgen Buhl Rasmussen
Independent director at Smurfit Westrock (SW), age 69, Danish, and a Board member since 2024. Former CEO of Carlsberg A/S (2007–2015; joined 2006) with 28 years in senior roles at global FMCG companies including Gillette, Duracell, Mars, and Unilever; brings executive leadership and FMCG expertise. Current Board committee assignments: Compensation (Member) and Finance (Member). The Board deems him independent under NYSE standards; directors (other than the CEO and CFO) are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlsberg A/S | Chief Executive Officer | 2007–2015 (joined 2006) | Led multinational brewer; executive leadership credentials |
| Gillette Group; Duracell; Mars; Unilever | Senior positions (FMCG) | 28 years prior to Carlsberg | FMCG operations, marketing, and leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novozymes A/S | Director (prior 5 years) | Not disclosed | Not disclosed |
| Smurfit Kappa Group plc | Director (prior to Combination) | Not disclosed | Not disclosed |
| Other current public company boards | None | — | — |
Board Governance
- Committee memberships: Compensation (member) and Finance (member). All standing committees are composed solely of independent directors; Compensation Committee members meet heightened NYSE independence requirements and may engage outside advisors; Semler Brossy advises the Board on director pay .
- Independence: The director nominees, other than the CEO and CFO, are independent per NYSE standards .
- Attendance: From July 5 to Dec 31, 2024, the Board met 4 times; each director, except Terrell K. Crews (family emergency), attended at least 75% of Board/committee meetings—Rasmussen met or exceeded the 75% threshold .
- Committee activity (Jul–Dec 2024): Compensation held 3 meetings; Finance held 3 meetings (Rasmussen is a member of both) .
Fixed Compensation
| Element | Design (Annualized) | 2024 Actual (Partial Year; $) |
|---|---|---|
| Annual Cash Retainer | $120,000 | $58,356 |
| Committee Chair Fee (Compensation) | $20,000 (chair) | Not applicable (member) |
| Committee Chair Fee (Finance) | $20,000 (chair) | Not applicable (member) |
| Meeting Fees | Not disclosed (none indicated) | Not disclosed |
| All Other Compensation | Reimbursed travel/meals/gifts; Irish benefit-in-kind taxes | $1,120 (taxes/perquisites) |
- Share ownership guideline: 5x annual cash base retainer; until met, must retain 50% of post-tax shares from equity awards; as of end-2024, all non-employee directors were either compliant or subject to the holding policy .
Performance Compensation
| Award Type | Grant Date | # of RSUs | Grant-Date Fair Value ($) | Vesting | Dividend Equivalents | Notes |
|---|---|---|---|---|---|---|
| Time-based RSUs | Aug 2, 2024 | 2,094 | $87,487 (based on $41.78/share) | Vested Jan 1, 2025 | Accrue, settle in SW shares | Granted to former Smurfit Kappa directors to align partial-year awards |
| Unvested RSUs at 12/31/2024 | — | 2,119 | — | — | — | Count difference likely includes dividend equivalents |
- Performance metrics tied to director compensation: None disclosed; director RSUs are time-based (no TSR/EBITDA metrics for directors) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Novozymes A/S (prior 5 years) | Former director | No related-party transactions disclosed under Item 404 |
| Smurfit Kappa Group plc (prior) | Former director | Legacy affiliation; now a wholly-owned subsidiary of SW |
Expertise & Qualifications
- Former CEO of a global FMCG company (Carlsberg); deep brand, operations, and international leadership experience .
- Board-level experience at Smurfit Kappa and Novozymes; adds consumer sector perspective to packaging end-markets .
- Finance Committee role provides capital allocation and liquidity oversight; Compensation Committee role influences pay philosophy and director compensation policy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jørgen Buhl Rasmussen | 7,262 | <1% (represents less than one percent) | As of March 3, 2025; shares outstanding 521,964,165 |
| Unvested RSUs (12/31/2024) | 2,119 | — | Director RSUs time-based; dividend equivalents accrue |
| Pledging/Hedging | Not disclosed | — | No pledging disclosure in proxy; share ownership guideline requires 5x base retainer and 50% post-tax retention until met |
Governance Assessment
- Board effectiveness: Independent director with strong FMCG background; active on Compensation and Finance, both central to investor concerns (pay-for-performance discipline and capital structure). Committees are independent and empowered to use outside advisors; director attendance threshold met, supporting engagement .
- Alignment: Robust ownership guideline (5x retainer) and equity retainer program; RSUs and retention policy promote long-term alignment. Beneficial ownership recorded; legacy RSUs for WestRock directors handled distinctly; Rasmussen received RSUs aligned to partial-year service .
- Conflicts/related parties: No Item 404 related-person transactions >$120k; no pledging disclosed. Prior Smurfit Kappa board service is legacy and not a current interlock risk as SKG is now a subsidiary .
- Compensation structure signals: Mix of cash retainer and time-based RSUs; no performance metrics tied to director awards (standard market practice). Semler Brossy engagement and peer alignment suggest market-based levels. Minor perquisite tax payments were reimbursed (Irish benefit-in-kind taxes), a small shareholder-unfriendly feature but not material; monitor for expansion of perquisites or tax gross-ups in future .
RED FLAGS: None material disclosed. Monitor for any expansion of perquisite tax reimbursements, changes to director equity design toward guaranteed pay, or any future related-party transactions. Attendance was adequate; one director (not Rasmussen) had <75% due to a family emergency, noted transparently .