Ken Bowles
About Ken Bowles
Ken Bowles (age 53) is Executive Vice President & Group Chief Financial Officer and a director of Smurfit Westrock; he joined the predecessor entity’s board in 2023 and became CFO in 2024 following the Smurfit Kappa–WestRock combination . Background: joined Smurfit Kappa in 1994; roles included Group CFO (2016–2024), Financial Controller (2010–2016), Head of Tax (2007–2010), and the company’s first Head of Compliance (2004), giving him deep expertise in accounting, finance, internal control, tax, treasury, investor relations, and sustainability . Company performance context: combined 2024 Net Sales were $30.9B and Adjusted EBITDA $4.706B (15.2% margin), with TSR up 18.10% from first trading day post-combination (Jul 8, 2024) to year-end; adjusted EBITDA for the post-combination period used for AIP determination was $2.431B . The synergy program targets $400M by 2025 (additional $400M opportunities identified), and management reaffirmed strong capital allocation priorities and an investment-grade balance sheet (Fitch upgrade to BBB+ in July 2025) .
Board service and dual-role: Bowles is a management director (not independent) and serves on no board committees; the board has an independent Chair, a Senior Independent Director, and all key committees are 100% independent, mitigating dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smurfit Kappa Group | Group CFO | 2016–2024 | Led finance, capital markets, and sustainability; deep IR and financial governance expertise |
| Smurfit Kappa Group | Financial Controller | 2010–2016 | Strengthened controls, reporting, and financial operations |
| Smurfit Kappa Group | Head of Tax | 2007–2010 | Optimized tax strategy and compliance |
| Smurfit Kappa Group | First Head of Compliance | 2004 | Established compliance function and frameworks |
| Smurfit Kappa Group | Joined | 1994 | Progressive finance roles across businesses |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None | — | — | No current public company boards; prior board service at Smurfit Kappa Group plc |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Salary ($) | $787,293 | $884,545 | 2024 salary reflects pre- and post-combination transitions (USD presentation) |
| Base Salary (Annualized) Jan–Jun 2024 ($) | — | $818,910 | Converted from euro at 1.0816 USD/EUR |
| Base Salary (Annualized) Jul–Dec 2024 ($) | — | $950,181 | Converted from euro at 1.0816 USD/EUR |
| 2025 Contract Base Salary (€) | — | — | €878,458; 125% target bonus; $3,250,000 2025 target LTI grant-date value |
| All Other Comp ($) | $109,605 | $145,869 | Includes 10% cash pension allowance, car benefit, professional/health club dues, spouse travel, tax equalization |
Perquisites summary: 10% cash allowance in lieu of employer pension contributions; car benefit; up to two club memberships; executive physical; financial/tax planning; spouse travel (tax equalized) .
Performance Compensation
| Metric | Weighting | Target/Payout Basis | Result |
|---|---|---|---|
| 2024 AIP (Jul–Dec): Adjusted EBITDA | 100% | Target award $593,863 (125% of base; USD presentation) | Payout 128.90%; final $765,490 |
| 2024 SKG Plan (Jan–Jun): Adjusted EBIT | 35% | Opportunity $614,182 (USD presentation) | Part of 94.74% payout; see below |
| 2024 SKG Plan (Jan–Jun): Free Cash Flow | 35% | — | Part of 94.74% payout |
| 2024 SKG Plan (Jan–Jun): Health, Safety & Wellbeing (TRIR) | 10% | Group TRIR threshold <0.55 | Achieved; 100% for metric |
| 2024 SKG Plan (Jan–Jun): Personal/Strategic Goals | 20% | Talent pipeline, strategy/merger, digital, sustainability | 100% for metric |
| 2024 SKG Plan Outcome | Value ($) |
|---|---|
| Payout % of Opportunity | 94.74% |
| Final SKG Award (cash, pro-rated) | $581,876 |
2025 AIP design and weighting:
- Financial (80%): Adjusted EBITDA 35%, Free Cash Flow 35%, Synergies 10%
- Strategic (20%): Health & Safety (TRIR) 10%, Personal/Individual Strategic Priorities (sustainability, engagement, belonging) 10%
Long-term incentives:
- March 2024 PSP (Smurfit Kappa): 38,610 shares; grant-date value $1,703,029; performance deemed achieved at 100% upon combination; continues time-based vesting to 12/31/2026 .
- August 2024 PSUs (Smurfit Westrock LTI Plan): 24,572 target PSUs; grant-date target value $1,026,628; performance vesting on relative TSR vs S&P 500 from Jul 8, 2024 to 12/31/2026 .
| Relative TSR Percentile | Earned PSUs (% of Target) |
|---|---|
| <25th | 0% |
| 25th | 50% |
| 50th | 100% |
| ≥75th | 200% |
2025 LTI mix: 75% PSUs and 25% RSUs; PSUs weighted 40% Relative TSR, 30% Adjusted Cumulative EPS, 30% Average ROCE; RSUs vest ratably over 3 years .
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Beneficial ownership (shares) | 111,458; less than 1% of outstanding |
| Outstanding PSUs (unearned; max incl. dividend equivalents) | 49,742; $2,679,104 market value (@$53.86) |
| Outstanding PSP (unvested; 3/14/2024) | 40,137; $2,161,779 market value |
| Outstanding PSP (unvested; 9/22/2023) | 48,594; $2,617,273 market value |
| Outstanding PSP (unvested; 3/28/2022) | 39,740; $2,140,396 market value |
| Outstanding DBP (deferred bonus) | 13,082; $722,624 market value |
Ownership guidelines: CFO required to hold shares equal to 4x base salary; until met, must retain 50% of post-tax shares from vesting; as of end-2024 all NEOs were either compliant or subject to the holding policy . Hedging and pledging of company stock are broadly prohibited under insider trading policy; compensation program also disallows hedging/pledging .
Employment Terms
| Key Term | Detail |
|---|---|
| Service contract | 12 months’ notice by either party; PILON equals base salary only; garden leave possible; non-compete/non-solicit/non-dealing for 12 months (reduced by garden leave) |
| 2025 bonus & LTI targets | 125% of base bonus target; $3,250,000 target annual equity grant (USD) |
| Executive Severance Plan (without CIC) | 1.5x salary+target bonus + prorated bonus + healthcare subsidy equal to premium costs for severance multiple |
| Executive Severance Plan (with CIC, ≤2 years) | 2x salary+target bonus + prorated bonus + healthcare subsidy; double-trigger required; 280G cut-back vs pay-through optimized after-tax |
| Equity vesting on termination | PSUs: pro-rated/no-cause vest based on actual performance; disability—eligible based on actual; death—pro-rated and vests at target; CIC qualifying termination—immediate vest |
| Retention bonus (Combination) | €1,135,686 (18 months’ salary) payable within 30 days of 5-Jan-2025, subject to service and performance; paid; eligible if certain qualifying terminations occur |
Quantification of potential payments (as of 12/31/2024):
- Termination without cause: Cash $1,425,272; AIP $1,781,590; Retention $1,228,358; Health $15,000; Equity $7,061,123; Total $11,511,343 .
- Change-in-control qualifying termination: Cash $1,900,363; AIP $2,375,453; Retention $1,228,358; Health $20,000; Equity $9,472,317; Total $14,996,491 .
Clawbacks: Dodd-Frank-compliant policy (mandatory) plus broader discretionary clawback covering cash and equity (including time-based) in cases of misconduct, problematic decisions/actions, or restatements linked to conduct/failure .
Board Governance
- Director since 2023; EVP & Group CFO; no committee memberships; not independent due to officer role .
- Board independence: 12 of 14 nominees independent; independent Chair; Senior Independent Director designated; key committees (Audit, Compensation, Nomination, Finance, Sustainability) fully independent .
- Board meeting attendance (Jul–Dec 2024): each director other than Mr. Crews attended ≥75% of meetings; AGM attendance expected absent unusual circumstances .
- Director compensation: executives receive no additional compensation for board service .
Performance & Track Record
| Metric | 2024 Combined | Notes |
|---|---|---|
| Net Sales ($B) | $30.904 | |
| Adjusted EBITDA ($B) | $4.706 | |
| Adjusted EBITDA Margin (%) | 15.2% | |
| Net Income ($MM) | $319 | |
| TSR (Jul 8–Dec 31, 2024) | 118.10 vs 100 baseline |
Selected execution highlights (2024–H1’25):
- $400M synergy program on track exiting 2025; identified ≥$400M additional opportunities .
- Strong capital allocation framework (capex $2.2–$2.4B FY’25; progressive dividend policy; leverage target <2x through cycle) and Fitch upgrade to BBB+ (stable) in July 2025 .
- No related party transactions requiring disclosure since 2024 .
Say-on-Pay & Peer Group
- First say-on-pay vote recommended “FOR”; say-on-frequency recommended “ONE YEAR” .
- Independent consultant (Semler Brossy) engaged; 18-company compensation peer group includes International Paper, Amcor, Crown Holdings, Ball, Berry Global, Packaging Corp. of America, CRH, LyondellBasell, etc. .
Risk Indicators & Red Flags
- No single-trigger CIC benefits; no excise tax gross-ups; no hedging/pledging; no option backdating/repricing without shareholder approval; significant pay-at-risk (>75%) .
- Compliance/enforcement: 2020 deferred bonus awards for Messrs. Smurfit and Bowles partially withheld (10%) pending outcome of Italian fine appeals; enhances accountability .
- Section 16 compliance: directors/officers timely filed in 2024 except one former executive (not Bowles) with two late transactions .
Compensation Structure Analysis
| Element | Mix/Trend | Implication |
|---|---|---|
| Cash vs Equity | High at-risk equity and performance-based cash; 2024 at-risk 78% avg for non-CEO NEOs | Strong pay-for-performance alignment; sensitivity to TSR and EBITDA |
| Options vs RSUs/PSUs | No options granted in 2024; performance PSUs and legacy PSP/DBP dominate | Lower re-pricing risk; clearer linkage to TSR and multi-year fundamentals |
| Guaranteed vs At-risk | No guaranteed bonuses; double-trigger CIC; robust clawbacks | Governance-friendly; mitigates windfall risks |
Equity Ownership & Alignment Details
- Ownership guidelines: CFO 4x salary; retention of 50% post-tax shares until compliant; NEOs compliant or held under policy at year-end .
- Pledging/hedging prohibited; insider policy includes pre-clearance and trading windows .
- Beneficial ownership is small relative to float (<1%), but unvested equity and share retention policy increase alignment over time .
Investment Implications
- Pay-for-performance alignment is strong: 2024 AIP keyed to Adjusted EBITDA with above-target payout on $2.431B achievement; 2025 AIP adds FCF and synergy targets plus TRIR/strategic goals (80% financial/20% strategic), while 2025 PSUs incorporate TSR, EPS, and ROCE—driving balanced execution across earnings quality, capital efficiency, and market performance .
- Retention risk appears moderate: a one-time retention bonus (paid) and severance plan with 1.5x/2x multiples and double-trigger CIC reduce departure risk without shareholder-unfriendly provisions (no single-trigger, no excise gross-ups); clawbacks add accountability .
- Insider selling pressure is constrained: hedging/pledging prohibitions and ownership guidelines enforce ongoing skin-in-the-game; while beneficial ownership is <1%, significant unvested PSUs/PSPs and holding policies support alignment .
- Trading signals: PSU vesting tied to relative TSR through end-2026 introduces market-linked leverage; focus on 2025 synergy delivery ($400M) and FCF may catalyze performance-based payouts and valuation upside if execution meets targets; credit upgrade and capital allocation discipline underpin equity narrative .