Kaisa Hietala
About Kaisa Hietala
Kaisa Hietala, age 54, is Smurfit Westrock’s Senior Independent Director and Chair of the Sustainability Committee, serving on the board since 2024; she is Finnish and previously served on the Smurfit Kappa Group board prior to the Combination on July 5, 2024 . She spent over 20 years at Neste Corporation, most recently as Executive Vice President, Renewable Products (2014–2019) and a member of the Executive Board, leading the strategic review that resulted in the Renewable Products segment . Her expertise centers on sustainability with significant strategic and operational experience; she also currently serves on the boards of Exxon Mobil Corporation and Rio Tinto plc .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neste Corporation | Executive Vice President, Renewable Products; Member of Executive Board | 2014–2019 | Led strategic review resulting in Renewable Products segment |
| Smurfit Kappa Group plc | Non-Executive Director; Senior Independent Director | Through July 5, 2024 | Senior Independent Director role; transitioned to SW Board post-Combination |
| Kemira Oyj | Director (prior 5 years) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exxon Mobil Corporation | Director | Not disclosed | Not disclosed |
| Rio Tinto plc | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: The Board affirmatively determined Hietala is independent under NYSE listing rules; audit and compensation committee members meet heightened independence standards .
- Committee assignments: Sustainability Committee Chair; Nomination Committee member .
- Senior Independent Director responsibilities: Acts as sounding board for the Chair, intermediary for directors, may chair board meetings if Chair is absent, and is available for shareholder consultation; role provides additional independent oversight .
- Attendance: Between July 5, 2024 and December 31, 2024, each board member other than one director attended at least 75% of board and committee meetings; Hietala met or exceeded the 75% threshold .
- Executive sessions: Independent directors generally meet in executive session without management at every regular Board meeting; sessions are presided over by the independent Board Chair .
2025 AGM Director Election Result (Signal of investor confidence)
| Director | Votes For | For (%) | Against | Against (%) | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|---|
| Kaisa Hietala | 425,274,029 | 99.30 | 3,003,830 | 0.70 | 97,125 | 15,444,618 |
Fixed Compensation
| Period | Cash Fees ($) | Notes |
|---|---|---|
| 2024 (post-Combination, SW) | 68,082 | Smurfit Westrock non-executive director cash fees |
| 2024 (pre-Combination, Smurfit Kappa) | 78,124 | Fees paid until July 2024; legacy SKG director compensation disclosed |
Legacy Smurfit Kappa annualized fee structure (paid until July 2024; USD converted from EUR at 1.0816):
| Fee Type | Amount ($) |
|---|---|
| Non-Executive Chair Annual Cash Retainer | 409,450 |
| Non-Executive Director Annual Cash Retainer | 81,890 |
| Senior Independent Director Annual Cash Retainer | 70,192 |
| Committee Chair Annual Cash Retainer | 70,192 |
| Committee Member Annual Cash Retainer | 23,397 |
Performance Compensation
| Award Type | Grant Date | Units (#) | Grant-Date Fair Value ($) | Vesting/Performance Conditions |
|---|---|---|---|---|
| RSUs (former Smurfit Kappa directors) | Aug 2, 2024 | 2,119 | 87,487 | Time-based RSUs; specific vesting dates not disclosed |
- RSU valuation based on closing price $41.78 on Aug 2, 2024, calculated per FASB ASC 718; 2024 equity awards applied only to former Smurfit Kappa directors (which includes Hietala) .
Other Directorships & Interlocks
| Company | Relationship to SW | Potential Interlock/Conflict Notes |
|---|---|---|
| Exxon Mobil Corporation | Current public board (Hietala director) | Large energy customer/industrial end-market; no related-party transactions disclosed; monitor time commitments and sector overlap |
| Rio Tinto plc | Current public board (Hietala director) | Major mining materials company; no related-party transactions disclosed; monitor time commitments and sector overlap |
| Kemira Oyj | Prior public board (within 5 years) | Specialty chemicals; historical role only |
| Smurfit Kappa Group plc | Prior public board | Predecessor company to SW; transition via Combination |
Expertise & Qualifications
- Sustainability leadership and operational transformation experience from 20+ years at Neste, including EVP Renewable Products and Executive Board membership (2014–2019) .
- Strategic and operational credentials aligned to SW’s sustainability strategy and packaging industry dynamics .
- Senior Independent Director experience at Smurfit Kappa and now at SW, strengthening independent oversight and shareholder engagement pathways .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Shares Outstanding | Unvested RSUs (#) |
|---|---|---|---|
| Kaisa Hietala | 2,587 | <1% | 2,119 |
- Share ownership policy: Non-executive directors must hold shares equal to 5x annual cash base retainer; RSUs count toward compliance, stock options and unearned performance awards do not. Directors must retain 50% of post-tax shares until guideline met. As of end-2024, all non-employee directors were either compliant or subject to the holding policy .
Governance Assessment
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Positive indicators:
- Independent director with reinforced oversight via Senior Independent Director role; chairs Sustainability Committee, aligning board governance with ESG strategy .
- Strong shareholder support: 99.30% votes For her re-election at the 2025 AGM, a clear confidence signal .
- Ownership alignment: Equity-based RSU award ($87,487 grant-date fair value; 2,119 units) and stringent 5x retainer ownership guidelines promote alignment with shareholders .
- Attendance and engagement: Met at least 75% attendance threshold in H2 2024; independent directors hold executive sessions at every regular meeting .
- Independence confirmed under NYSE rules; related-person transaction oversight governed by Audit Committee policy .
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Watch items:
- Multiple external public boards (Exxon Mobil, Rio Tinto) imply significant time commitments; monitor potential information-flow interlocks and sector overlap, though no related-party transactions are disclosed in the proxy .
- Sustainability Committee remit includes climate-related disclosures; ensure robust measurement and risk oversight given evolving disclosure regimes .
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Compensation mix and structure:
- 2024 SW compensation is cash retainer plus time-based RSUs; absence of performance-conditioned director equity suggests alignment via ownership rather than metric-based pay, consistent with common governance practice .
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Shareholder engagement: Senior Independent Director responsibilities include availability for shareholder consultation, enhancing investor dialogue pathways .