Timothy Bernlohr
About Timothy J. Bernlohr
Timothy J. Bernlohr, 66, is an independent director of Smurfit Westrock (SW) since 2024. He is Managing Member of TJB Management Consulting, LLC (since 2005), and formerly served as President & CEO of RBX Industries (1997–2005) after 16 years in management roles at Armstrong World Industries; at SW he chairs the Compensation Committee and sits on the Finance and Executive Committees, and is affirmed independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TJB Management Consulting, LLC | Managing Member | 2005–present | Business transformation, interim executive management |
| RBX Industries, Inc. | President & CEO; other executive roles | 1997–2005 | Led operational transformation |
| Armstrong World Industries, Inc. | Various management positions | 16 years | Corporate operations experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| International Seaways, Inc. | Director | Current | Public company board |
| Spirit Airlines, Inc. | Director | Current | Public company board |
| Atlas Air Worldwide Holdings, Inc. | Director | Prior (within 5 years) | Public company board |
| Skyline Champion Corp. | Director | Prior (within 5 years) | Public company board |
| F45 Training Holdings, Inc. | Director | Prior (within 5 years) | Public company board |
| WestRock Company | Director | Prior (within 5 years) | Public company board; WestRock designee to SW |
Board Governance
- Committee assignments: Compensation (Chair), Finance (Member), Executive (Member) .
- Independence status: Board determined Bernlohr is independent under NYSE and SEC standards; key committees are 100% independent .
- Committee activity (Jul 5–Dec 31, 2024): Compensation met 3×, Finance 3×, Executive 0× .
- Attendance: All directors except Terrell K. Crews attended at least 75% of board and committee meetings in H2 2024; Bernlohr met the ≥75% threshold .
- Overboarding policy: Limit of ≤3 other public boards (≤1 for sitting public-company executives); Nomination Committee confirmed compliance—Bernlohr holds two other current directorships (in compliance) .
- Compensation Committee oversight: As Chair, he signed the Compensation Committee Report and oversees pay philosophy, incentive design, and director pay; committee engages independent consultant Semler Brossy and conducts pay risk reviews .
Fixed Compensation
Director compensation program (annualized; SW post-combination):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Non-executive directors |
| Compensation Committee Chair | $20,000 | Additional annual retainer |
| Annual Stock Grant | $175,000 | RSUs; aligns director/shareholder interests |
| Note on 2024 RSUs | — | Former WestRock directors did not receive SW RSUs in 2024 due to pre-combination WestRock grants; former Smurfit Kappa directors received pro-rated SW RSUs |
Bernlohr’s actual 2024 director compensation (post-combination, Jul–Dec 2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Timothy J. Bernlohr | 68,082 | — | — | 68,082 |
- Director stock ownership guidelines: 5× annual cash retainer; until achieved, must retain 50% of post-tax shares from equity awards; as of end-2024, all non-employee directors either complied or were subject to the holding policy .
Performance Compensation
Executive pay-for-performance elements overseen by Compensation Committee (Bernlohr, Chair):
2025 Annual Incentive Plan (AIP) metrics and weights:
| Metric | Weight |
|---|---|
| Adjusted EBITDA | 35% |
| Free Cash Flow | 35% |
| Synergies | 10% |
| Health & Safety (TRIR) | 10% |
| Personal/Strategic Priorities (incl. sustainability, engagement) | 10% |
2024 AIP outcome (Jul–Dec 2024):
| Period | Metric | Result | Payout (% of Target) |
|---|---|---|---|
| H2 2024 | Adjusted EBITDA | $2.431B | 128.90% |
Long-Term Incentives (NEOs): 2024 PSUs based on relative TSR (S&P 500 comparator) with 0–200% payout; 2025 LTIs mix: 75% PSUs (Adjusted Cumulative EPS 30%, Average ROCE 30%, Relative TSR 40%) and 25% RSUs, reinforcing long-term alignment .
Other Directorships & Interlocks
- Current public boards: International Seaways, Spirit Airlines (no disclosed related-party transactions with SW; risk of interlocks appears low given industry separation) .
- Overboarding compliance confirmed by Nomination Committee; policy caps at ≤3 other boards (Bernlohr holds two) .
Expertise & Qualifications
- Broad corporate strategy and global business experience from consulting (transformation) and prior CEO tenure (RBX Industries), plus significant operating background (Armstrong) .
- Compensation oversight experience as SW Compensation Committee Chair; governance acumen evidenced by policy set (ownership guidelines, clawbacks, no single-trigger or excise tax gross-ups) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 50,091 |
| Shares outstanding (basis for % calc) | 521,964,165 |
| Ownership % of outstanding | ~0.0096% (50,091 ÷ 521,964,165) |
| Unvested SW RSUs at 12/31/2024 | 0 |
| Hedging/pledging company stock | Prohibited by Insider Trading Policy |
| Director ownership guideline | 5× annual cash retainer |
| Compliance status (board-wide) | All non-employee directors complied or were under holding policy at end-2024 |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; robust pay governance (independent consultant, clear performance metrics, clawbacks, no single-trigger, no excise tax gross-ups); attendance ≥75% in H2 2024; compliance with overboarding policy .
- Alignment: Director ownership guidelines (5× retainer) and prohibitions on hedging/pledging strengthen alignment; beneficial ownership disclosed and RSU status transparent .
- Conflicts/Related-party: No related-person transactions >$120,000 since 2024; Compensation Committee interlocks: none; low apparent interlock risk given other boards in unrelated industries .
- RED FLAGS: None material disclosed; monitoring recommended for time commitments across multiple boards (currently within policy limits) and Executive Committee role (committee met 0× in H2 2024, mitigating concerns) .