DEF: Packaging Corporation of America Announces 2025 Annual Meeting of Stockholders
Definitive Proxy Statement
Packaging Corporation of America (PCA) will hold its 2025 Annual Meeting of Stockholders on May 7, 2025, to elect directors, ratify the appointment of KPMG LLP as auditor, and vote on executive compensation.
Summary
- Packaging Corporation of America (PCA) has scheduled its 2025 Annual Meeting of Stockholders for May 7, 2025, at its corporate office in Lake Forest, Illinois.
- The meeting's agenda includes the election of ten director nominees for a one-year term, ratification of KPMG LLP as the independent registered public accounting firm, and a non-binding vote on executive compensation.
- Stockholders of record as of March 14, 2025, are eligible to vote.
- The Board of Directors recommends voting FOR the election of each director nominee and FOR the ratification of KPMG LLP and the approval of executive compensation.
- In 2024, PCA's corrugated products business grew its volume by over 10%, while industry corrugated products volume was nearly flat year over year.
- PCA's earnings grew from $8.48 per share on a GAAP basis in 2023 to $8.93 in 2024 and, excluding special items, from $8.70 per share in 2023 to $9.04 per share in 2024.
- The company generated approximately $1.2 billion of operating cash flow and $521 million of free cash flow in 2024.
- PCA ended 2024 with $852 million of cash and marketable securities.
- The CEO's 2024 target awarded compensation was $14.6 million, and actual awarded compensation was $15.5 million.
- The company's one-year cumulative total stockholder return was 41.7%, the three-year return was 81.9%, and the five-year return was 135.2%.
Sentiment
Score: 8
Explanation: The document presents a positive outlook for PCA, highlighting strong financial performance, growth in its corrugated products business, and substantial returns to shareholders. The board's recommendations for voting on key proposals also suggest confidence in the company's direction.
Positives
- PCA's corrugated products business experienced significant volume growth in 2024, outperforming the industry average.
- The company achieved higher earnings per share in 2024 compared to 2023, both on a GAAP basis and excluding special items.
- PCA generated substantial operating and free cash flow in 2024.
- The company maintains a strong cash position and low leverage.
- PCA has delivered strong total stockholder returns over one, three, and five-year periods.
- Shareholders have overwhelmingly supported the company's executive compensation practices in recent years.
Future Outlook
PCA is well-positioned to continue investing in its business to improve efficiency and customer service, as well as return significant value to shareholders.
Industry Context
PCA's performance is compared to a peer group of companies in the paper, packaging, and related manufacturing industries, including International Paper, Smurfit WestRock, Graphic Packaging Holding Company, and Sonoco Products Company.
Comparison to Industry Standards
- PCA's 2024 revenues are near the median of its peer group.
- PCA's market capitalization is around the 75th percentile of its peer group.
- PCA's one-year total stockholder return is above the 75th percentile of its peer group.
- PCA's three-year total stockholder return is the highest of its peer group.
- PCA's compensation practices are benchmarked against a peer group including Aptargroup Inc., Ashland Global Holdings, Avery Dennison Corporation, Ball Corporation, Berry Global, Inc, Celanese Corporation, Crown Holdings Inc, Eastman Chemical Co, Graphic Packaging Holding Company, Greif, Inc, Ingredion Incorporated, International Paper Company, OI Glass, Inc, PPG Industries Inc., Sealed Air Corporation, The Sherwin Williams Corporation, Sonoco Products Company, Smurfit WestRock plc, and Weyerhaeuser Company.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Vice President and Chief Financial Officer | Robert P. Mundy | TBD | May 1, 2025 | Mr. Mundy will step down as Chief Financial Officer on May 1, 2025, and will remain employed by PCA in an advisory role through his planned retirement date of March 1, 2026. |
Related Party Transactions
- Nathaniel Carter, son of Executive Vice President Charles J. Carter, is employed by PCA as a manager, with total compensation of approximately $522,000 in 2024.
- Stephen Johnson, brother-in-law of Senior Vice President D. Ray Shirley, is employed by PCA as a manager, with total compensation of approximately $149,000 in 2024.
Stakeholder Impact
- Shareholders are encouraged to participate in the voting process to influence the company's direction.
- Employees are subject to a Code of Ethics and Business Conduct.
- Executive compensation is designed to align the interests of management and stockholders.
Next Steps
- Stockholders are encouraged to vote their shares by following the instructions provided in the proxy materials.
- The company will hold its Annual Meeting of Stockholders on May 7, 2025.
Key Dates
| Date | Description |
|---|---|
| March 14, 2025 | Record date for determining stockholders eligible to vote at the annual meeting. |
| March 27, 2025 | Date of proxy statement and annual report mailing to stockholders. |
| May 2, 2025 | Deadline for Computershare to receive revocation notices or voting instruction cards for 401(k) plan shares. |
| May 7, 2025 | Date of the 2025 Annual Meeting of Stockholders. |
| October 29, 2025 | Earliest date for receipt of written notice of director nominations pursuant to proxy access provisions. |
| November 28, 2025 | Latest date for receipt of written notice of director nominations pursuant to proxy access provisions and stockholder proposals for the 2026 Annual Meeting. |
| February 6, 2026 | Earliest date for receipt of written notice to directly nominate persons for director or bring business properly before the annual meeting. |
| March 1, 2026 | Mr. Mundy's planned retirement date. |
| March 8, 2026 | Latest date for receipt of written notice to directly nominate persons for director or bring business properly before the annual meeting. |
| May 7, 2026 | Anticipated date of the 2026 Annual Meeting of Stockholders. |
Keywords
annual meeting, proxy statement, executive compensation, board of directors, KPMG LLP, stockholders, financial performance, corporate governance, director election, packaging corporation of america, PCA
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