PACKAGING CORP OF AMERICA (PKG)
Sector: Materials
2026 Annual Meeting Analysis
PACKAGING CORP OF AMERICA · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured independent director with strong financial expertise as a former CFO; PKG's 3-year TSR of 75.6% outperforms the XLY sector ETF by +23.1pp, well below the 65pp threshold required to trigger a vote against, so no TSR concern applies.
Independent director with relevant IT and operational experience from a 40-year career at State Farm; no overboarding, attendance, or TSR trigger concerns apply.
Joined the board in May 2024, which is within the 24-month new-director exemption window, so she is fully exempt from the TSR trigger; brings relevant legal and governance experience from the packaging industry.
Independent director with deep paper and packaging industry policy experience; no overboarding, attendance, or TSR trigger concerns apply.
CEO and executive director with extensive operational expertise; PKG's 3-year TSR of 75.6% outperforms XLY by only +23.1pp, far below the 65pp trigger threshold, so no TSR-based vote against is warranted for executive directors either.
Independent director and current CEO of GATX Corporation; holds only one outside public board seat (PCA), so no overboarding concern; no TSR, attendance, or qualification concerns apply.
Long-tenured independent director serving as lead director with strong private equity and capital allocation experience; no overboarding, attendance, or TSR trigger concerns apply.
Independent director with government, economic policy, and business experience; no overboarding, attendance, or TSR trigger concerns apply.
Independent director with private equity and basic industries investment experience; no overboarding, attendance, or TSR trigger concerns apply.
All nine director nominees receive a FOR vote. PKG's 3-year price return of 75.6% outperforms the XLY sector ETF benchmark by +23.1 percentage points, which is well below the 65pp threshold required to trigger a vote against any director under the strong-positive TSR tier. All directors attended 100% of board and committee meetings in 2025, no director appears overboarded, the board discloses a skills matrix, audit committee members have demonstrated financial expertise, and no problematic independence or familial relationships are identified among the nominees.
Say on Pay
✓ FORCEO
Mark W. Kowlzan
Total Comp
$16,992,255
Prior Support
94%%
CEO total compensation of approximately $17.0 million is within a reasonable range for the head of a ~$19 billion market-cap packaging company, and the pay structure is heavily weighted toward variable, performance-linked awards — roughly 71% of the CEO's awarded compensation came from long-term equity grants, with two-thirds of those grants tied to rigorous ROIC and relative TSR performance metrics against a defined peer group. Pay-for-performance alignment is strong: PKG's 3-year TSR of 75.6% was the highest among its compensation peer group, and prior performance awards paid out at 114% and 187.4% of target reflecting genuine outperformance, not formula manipulation. Shareholders have overwhelmingly approved pay practices in recent years (94%+ support in 2025), the company maintains a robust clawback policy compliant with post-Dodd-Frank requirements, and no red flags are present in pay mix, equity dilution, or incentive plan design.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,705,000
Non-Audit Fees
$126,000
Non-audit fees for 2025 total approximately $126,000 (audit-related fees of $16,000 plus other fees of $110,000 for sustainability reporting readiness), representing only about 2.7% of audit fees of $4,705,000 — well below the 50% threshold that would raise independence concerns. KPMG's tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. KPMG is a Big 4 firm appropriate for a company of PKG's size and complexity, and no material financial restatements are noted.
Overall Assessment
PKG's 2026 annual meeting ballot contains three standard proposals: election of nine directors, ratification of KPMG as auditor, and an advisory say-on-pay vote. All three proposals receive a FOR vote determination — the director slate is well-qualified with strong attendance and no TSR underperformance concern given PKG's industry-leading 3-year return, KPMG's fees reflect a clean independence profile, and the executive compensation program is strongly performance-linked with overwhelming prior shareholder support. No stockholder proposals appear on this year's ballot.