Saverio Mayer
About Saverio Mayer
Saverio Mayer is President & Chief Executive Officer, Europe, MEA & APAC at Smurfit WestRock. He joined Smurfit Kappa in 1986, was appointed CEO Europe in April 2017, and was 58 years old as disclosed in 2024 filings . His employment continuity date with Smurfit Kappa Italia S.p.A. is April 22, 1986, and his role at Smurfit WestRock commenced via a July 5, 2024 service contract . 2024 performance metrics in his annual incentive included Group Adjusted EBIT, Group FCF, Europe EBIT/FCF, and safety (TRIR); his total annual incentive payout equaled 81.57% of maximum based on actuals of €647M Adjusted EBIT, €30M Group FCF, €478M Europe EBIT, €183M Europe FCF, and TRIR of 0.555 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smurfit Kappa Group | Head of Pan European Sales | 1996 | Led pan-European commercial efforts |
| Smurfit Kappa Italy | Chief Executive Officer | 2001– | Led national operations; grew corrugated footprint |
| Smurfit Kappa Russia | Chief Executive Officer | 2007–2009 | Managed entry/operations in Russia |
| Smurfit Kappa Poland | Chief Executive Officer | 2007–2011 | Led Poland operations within regional network |
| Smurfit Kappa Group | Responsible for Bag-in-Box Division | Since 2011 | Oversaw BIB division operations and performance |
| Smurfit Kappa Europe | Chief Operations Officer, Corrugated & Converting Europe | Sept 2015– | Responsible for operational, sales, and financial performance of corrugated plants and BIB |
| Smurfit WestRock | President & CEO, Europe, MEA & APAC | Apr 2017–present | Regional leader for EMEA & APAC at combined company |
Fixed Compensation
| Item | 2024 Jan–Jun (USD) | 2024 Jul–Dec (USD) | Notes |
|---|---|---|---|
| Base Salary | $738,919 | $825,122 | Committee determined base salaries in USD; Euro-paid executives converted at 2024 avg FX 1.0816 USD/EUR |
| Target Annual Bonus (%) | 75% of base salary | 75% of base salary | Applies from calendar 2025; prorated for 2024 post-Completion |
| Actual Annual Bonus Paid (2024) | $850,896 | — | Non-equity incentive plan compensation in 2024 |
| Perquisites | — | — | Car benefit provided under service contract |
Performance Compensation
Annual Short-Term Incentive (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (% of Max) |
|---|---|---|---|---|---|---|
| Adjusted EBIT (Group) | 20% | €414M | €549M | €685M | €647M | 17.21% (86%) |
| Free Cash Flow (Group) | 20% | €(162)M | €(65)M | €32M | €30M | 19.79% (99%) |
| Europe EBIT | 30% | €293M | €427M | €562M | €478M | 20.69% (99%) |
| Europe FCF | 20% | €24M | €121M | €218M | €183M | 16.38% (82%) |
| Health, Safety & Wellbeing (TRIR) | 10% | <0.55 | <0.55 | <0.55 | 0.555 | 7.50% (75%) |
| Total | 100% | — | — | — | — | 81.57% |
Long-Term Incentives and Vesting
| Grant Date | Award Type | Performance Metric | Threshold Shares | Target Shares | Max Shares | Vesting/Performance Period | Notes |
|---|---|---|---|---|---|---|---|
| Aug 2, 2024 | PSUs | Relative TSR vs S&P 500 | 4,722 | 9,443 | 18,886 | July 8, 2024–Dec 31, 2026; vests on Committee certification | Footnote describes TSR-based PSUs; outstanding unearned units shown at max reflect 2024 Y/E performance |
| Mar 14, 2024 | PSP Award (legacy SKG Plan) | Corporate performance (legacy PSP) | 8,497 | — | 33,989 | As per SKG PSP terms (modified at Combination) | 2024 SCT includes modification accounting; details in CD&A |
| Mar 14, 2024 | DBP Award (Deferred Bonus Plan) | N/A (deferred 2023 bonus equity) | — | 10,907 units | — | As per DBP plan terms | 2023 bonus paid as DBP Award in 2024; included in SCT "Stock Awards" |
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Beneficially Owned Shares (as of Mar 3, 2025) | 173,462; percentage marked “*” in proxy table (less than 1%) |
| Outstanding PSUs (Aug 2, 2024 grant, shown at max as of 12/31/2024) | 19,114 units; $1,029,480 market value at $53.86/share |
| Unvested Time-Based RSUs (selected grants at 12/31/2024) | 35,333 units ($1,903,035); 10,907 units ($602,481); 12,288 units ($681,978); 31,484 units ($1,695,728); 9,462 units ($542,516) |
| Initial SEC Form 3 (July 15, 2024) | “No securities are beneficially owned.” |
| Stock Ownership Guidelines | Other executive officers must hold 3x base salary; count unvested time-based RSUs and vested/deferred RSUs; exclude options and unearned performance awards |
| Holding Requirement | Until guideline met, must retain 50% of post-tax shares from vesting/settlement/exercise |
| Hedging/Pledging | Broad prohibition on hedging and pledging company securities |
Note: No stock options are listed among Mayer’s FY2024 outstanding equity awards in the proxy table .
Employment Terms
- Service Contract: Dated July 5, 2024, between Smurfit Kappa Italia S.p.A. and Saverio Mayer; role is President & CEO, Europe, MEA & APAC, reporting hierarchically to Group CEO and functionally to the Board . The contract confirms employment continuity from April 22, 1986 .
- Base Salary and Annual Incentives: Annual base salary €762,872 (illustrative $825,000), target annual bonus 75% of base salary effective 2025; 2024 bonuses prorated pre/post-Completion; annual equity awards targeted at $2,250,000 grant date fair value .
- Severance (Executive Severance Plan):
- Non-CIC termination without cause: 1.5x salary+target bonus; prorated target bonus; healthcare continuation subsidy; subject to release and covenant compliance .
- CIC double-trigger (terminate without cause or resign for good reason within 2 years): 2x salary+target bonus; prorated bonus; healthcare continuation; best-net approach for 280G (no excise tax gross-ups) .
- Non-Compete/Non-Solicit: 12 months post-termination non-competition, non-solicitation and non-dealing covenants; confidentiality/IP obligations during and after employment .
- Hypothetical Termination Values (as of Dec 31, 2024):
- Without Cause: $1,237,684 cash severance; $928,263 annual incentive; $738,920 retention bonus; $15,000 healthcare; $5,795,976 equity treatment; total $8,715,843 .
- CIC Qualifying Termination: $1,650,245 cash; $1,237,684 annual incentive; $738,920 retention bonus; $20,000 healthcare; $6,722,508 equity; total $10,369,357 .
Investment Implications
- Pay-for-performance alignment: Mayer’s STI paid at 81.57% of maximum driven by strong Group and Europe EBIT/FCF actuals; LTIs are 75% performance-based (PSUs) and 25% time-based RSUs, with PSUs tied to relative TSR vs S&P 500 through 2026, reinforcing long-term alignment .
- Retention risk mitigants: Executive Severance Plan provides 1.5x/2x salary+bonus (non-CIC/CIC) with double-trigger CIC and healthcare continuation; no excise tax gross-ups; retention bonuses payable only under specified terminations; non-compete/non-solicit for 12 months .
- Insider selling pressure: Initial Form 3 showed no holdings in July 2024, but by March 2025 Mayer beneficially owned 173,462 shares; holding requirements mandate retention of 50% of post-tax shares until guideline met; hedging/pledging banned—both reduce near-term sell pressure and alignment risk .
- Ownership alignment: Executives must hold shares equal to 3x salary (including unvested time-based RSUs and vested/deferred RSUs), and all NEOs were either in compliance or subject to holding policies at 2024 year-end .
- Execution track record: As EMEA & APAC leader, Mayer’s regional metrics in 2024 met or exceeded targets (Europe EBIT 99% of max; Europe FCF 82%), supporting integration execution; company-level transformation targets (e.g., $400M synergies by FY2025) provide context for his region’s contribution .
- Governance quality: Robust clawback policies (Dodd-Frank compliant plus discretionary), independent compensation committee consultant engagement, and prohibitions on single-trigger CIC, hedging/pledging, and excise tax gross-ups indicate shareholder-friendly design .