Mary Lynn Ferguson-McHugh
About Mary Lynn Ferguson-McHugh
Independent director of Smurfit Westrock plc (SW); age 65; director since 2024 with prior board service at Smurfit Kappa (now a wholly owned subsidiary). She spent over 35 years at Procter & Gamble, culminating as CEO of Family Care (Paper Products) and P&G Ventures, and previously served as Group President for Western Europe and then Europe based in Switzerland; holds an MBA from Wharton and a B.S. from University of the Pacific .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | CEO, Family Care (Paper Products) | 2019–2021 | Led paper products operations; FMCG leadership |
| Procter & Gamble | CEO, P&G Ventures | 2015–2019 | Innovation and venture incubation |
| Procter & Gamble | Group President, Western Europe; Group President, Europe | 2011–2014 | Ran European operations from Switzerland |
| Procter & Gamble | Senior leadership roles (various) | 35+ years | Global operational expertise in FMCG |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Molson Coors Beverage Company | Non‑executive Director | Current | Public company directorship |
| FJ Management Inc. | Board Member | Current | Private company board |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Finance Committee .
- Finance Committee composition: Chair – Carol Fairweather; Members – Timothy J. Bernlohr, Terrell K. Crews, Mary Lynn Ferguson‑McHugh, Jørgen Buhl Rasmussen .
- Independence: Board affirmatively determined she meets NYSE independence standards, including heightened criteria for compensation committee service .
- Attendance: Between July 5–Dec 31, 2024, all directors except Terrell K. Crews attended at least 75% of Board and applicable committee meetings; implies Ferguson‑McHugh met ≥75% attendance .
- Meeting cadence (Jul–Dec 2024): Audit 6; Compensation 3; Nomination 3; Finance 3; Sustainability 2; Executive 0 .
- Shareholder vote (AGM May 2, 2025): Mary Lynn Ferguson‑McHugh received 427,284,553 “For” (99.77%), 994,916 “Against”; 95,515 abstentions; 15,444,618 broker non‑votes .
- Say‑on‑pay (first vote): 95.32% “For”; frequency vote: 98.73% supported “One Year” cadence .
- Shareholder engagement post‑Combination: Met >350 equity investors representing ~200 firms and ~40% of issued share capital .
Fixed Compensation
| Component | Program Detail (Annualized, post‑Combination) | Ferguson‑McHugh 2024 (Jul–Dec actual) |
|---|---|---|
| Annual Cash Retainer | $120,000 | $58,356 |
| Committee Chair Retainers | Audit $25,000; Comp $20,000; Nomination $20,000; Sustainability $20,000; Finance $20,000 | N/A (member) |
| Annual Stock Grant (Directors) | $175,000 RSUs | $87,487 grant‑date fair value (Aug 2, 2024 RSUs) |
| Chair Supplemental | Cash $100,000; Stock $100,000 | N/A |
| RSU Grant Detail | 2,094 RSUs granted Aug 2, 2024; dividend‑equivalent units accrue; vested Jan 1, 2025 | Unvested RSUs reported: 2,119 (year‑end table) |
| 2024 Total Compensation | Program alignment description | $145,843 total ($58,356 cash; $87,487 stock; $0 other) |
Notes: Former Smurfit Kappa directors received RSUs to align with ex‑WestRock directors who had already received 2024 awards; RSUs accrue dividend equivalents and vested on Jan 1, 2025 .
Performance Compensation
- Director equity is time‑based RSUs; no performance‑conditioned metrics disclosed for non‑executive directors (performance plans apply to executives, not directors) .
| Metric Type | Applies to Directors? | Details |
|---|---|---|
| TSR / revenue / EBITDA goals | No | Director RSUs are time‑based; no performance metrics disclosed |
| Clawbacks | Yes (policy framework) | Company adopted SEC/NYSE‑compliant clawback policy; plus broader discretionary clawback for misconduct and reporting issues (executive scope; governance signal for board oversight) |
Other Directorships & Interlocks
| Company | Relationship to SW | Potential Interlock/Conflict |
|---|---|---|
| Molson Coors Beverage Company | Customer‑adjacent in beverage packaging ecosystem | No related‑party transactions requiring disclosure; Board prohibits hedging/pledging; overboarding policy in place |
| FJ Management Inc. | Private company | No related‑party transactions requiring disclosure |
- Related‑party transactions: None requiring disclosure since the beginning of fiscal 2024 .
- Overboarding policy: Directors limited to three other public boards (one if serving as a public‑company executive); monitored by Nomination Committee .
- Compensation Committee interlocks: None; no member was an officer/employee in past 3 years; no relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Key skills: Significant global operational experience; fast‑moving consumer goods expertise; supply chain and manufacturing exposure aligned with paper/packaging industry .
- Education: MBA, University of Pennsylvania (Wharton); B.S., University of the Pacific .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mary Lynn Ferguson‑McHugh | 1,116 | <1% (star indicates <1%) | As of March 3, 2025; includes ordinary shares |
| Unvested RSUs (year‑end table) | 2,119 | N/A | Unvested count reported; director RSUs vested Jan 1, 2025 |
| Ownership Guidelines (Directors) | 5x annual cash base retainer | Policy requires 50% post‑tax retention until met; RSUs count; options/ex‑performance awards excluded | |
| Hedging/Pledging | Prohibited | No hedging, margin purchases, pledging, or short‑selling permitted by policy |
Insider Trades
| Period Reviewed | Person | Form 4 Transactions | Source |
|---|---|---|---|
| Jan 1, 2024 – Nov 20, 2025 | Mary Lynn Ferguson‑McHugh | None found in tool query | Insider‑trades skill run returned “No insider trades found” for SW and person filter; Section 16 compliance broadly timely for directors (no delinquencies noted for directors) |
Governance Assessment
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Strengths:
- Independence and committee roles: Independent with seats on Compensation and Finance Committees; committees fully independent; clear charters and oversight across risk, capital, and pay .
- Engagement and shareholder support: High AGM support (99.77% “For” her election); strong say‑on‑pay approval (95.32%); annual say‑on‑pay frequency affirmed .
- Alignment policies: Robust director ownership guidelines (5x cash retainer) with retention requirements; prohibitions on hedging/pledging; clawback framework underscores accountability .
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Potential risks/RED FLAGS:
- Related‑party and conflicts: None disclosed; insider trading policy bans pledging/hedging; no Item 404 related‑party transactions since fiscal 2024; no compensation committee interlocks .
- Attendance: Board disclosed ≥75% attendance for all directors except one due to family emergency; Ferguson‑McHugh meets threshold—monitor continued participation given dual committee responsibilities .
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Compensation mix implications:
- Director pay balanced cash/equity; RSUs time‑based with dividend equivalents; no performance metrics for directors reduces pay‑for‑performance linkage but aligns interests via ownership policy and retention requirements .
Overall, Ferguson‑McHugh’s FMCG operating pedigree, independence, and finance/compensation committee service support board effectiveness; high shareholder support and absence of conflicts reinforce investor confidence .