01—Abstract
Summary
Summary of the 8-K filed March 3, 2026. Cited figures are marked; the original filing is the authoritative source.
Packaging Corporation of America (PCA) filed this Form 8-K on March 3, 2026 to report several leadership and compensation changes.
Director Paul T. Stecko informed the Board on February 25, 2026 that he will retire and not stand for reelection at the 2026 Annual Meeting of Stockholders. He is not leaving due to any disagreement with the company, and he will serve until his term expires at that meeting.
Effective at the Annual Meeting, the Board will shrink from ten to nine directors. Fabian C. Strauss, age 45, was promoted on March 1, 2026 from Vice President, Controller and Treasurer to Senior Vice President – Finance, Controller & Treasurer, and he will serve as principal accounting officer.
He will receive an annual base salary of $455,000a and is eligible for annual incentive and long-term equity awards. The filing also reports that Robert Mundy, the former Executive Vice President and Chief Financial Officer, retired as Special Advisor effective March 1, 2026. Under a post-retirement agreement, his 9,928 restricted shares vest as of the retirement date, subject to continued compliance with confidentiality, non-competition and non-solicitation covenants.
His 3,900 TSR performance units and 9,928 ROIC performance units continue to vest on their originally scheduled dates. On February 25, 2026, the Compensation Subcommittee approved new forms of equity award agreements under the Second Amended and Restated 1999 Long-Term Equity Incentive Plan for TSR performance units, ROIC performance units and RSUs.
These forms apply to awards made on or after that date and will be used beginning with fiscal year 2026 long-term incentive grants. The changes add retirement-based vesting, defined as termination on or after age 55 with age plus service of at least 70, and revise disability and death provisions.
02—Key points
Key Highlights
- Paul T. Stecko will retire from the Board and not stand for reelection at the 2026 Annual Meeting; his decision was not due to any disagreement with PCA.
- Board size will decrease from ten to nine directors effective at the 2026 Annual Meeting.
- Fabian C. Strauss was promoted to Senior Vice President – Finance, Controller & Treasurer effective March 1, 2026, and will serve as principal accounting officer, with an annual base salary of $455,000.
- Robert Mundy, former Executive Vice President and Chief Financial Officer, retired as Special Advisor effective March 1, 2026, under a post-retirement agreement.
- All 9,928 of Mr. Mundy's outstanding restricted shares vest as of the Retirement Date, subject to continued compliance with restrictive covenants.
- New equity award agreement forms for TSR performance units, ROIC performance units and RSUs were approved on February 25, 2026 and apply to awards made on or after that date, starting with fiscal year 2026 grants.
- New retirement vesting provision: termination on or after age 55 with age plus service of at least 70 triggers vesting treatment for performance units and RSUs.
03—Questions
Frequently Asked Questions
Why is Paul T. Stecko leaving the Board?
Mr. Stecko informed the Board on February 25, 2026 that he has decided to retire and will not stand for reelection at the 2026 Annual Meeting. The filing states his decision is not the result of any disagreement with PCA on its operations, policies, practices or otherwise. He will continue as a director until his term expires at that meeting.
Who is replacing Robert Mundy as Chief Financial Officer?
The filing does not name a successor CFO. It reports that Fabian C. Strauss was promoted to Senior Vice President – Finance, Controller & Treasurer effective March 1, 2026 and will serve as principal accounting officer. It also states that Mr. Mundy retired as Special Advisor effective March 1, 2026.
What are the new retirement provisions in the equity award agreements?
Under the revised agreements, retirement is defined as termination on or after age 55 when the sum of age and service equals at least 70, and no other termination reason applies. For ROIC and TSR performance units, awards vest at the end of the performance period based on actual performance, subject to certain conditions. For RSUs, all units vest at the end of the restricted period, subject to certain conditions.
What happens to Robert Mundy's equity awards?
Subject to continued compliance with confidentiality, non-competition and non-solicitation covenants, all 9,928 of his outstanding restricted shares vest as of the Retirement Date. His 3,900 outstanding TSR performance units and 9,928 outstanding ROIC performance units continue to vest on their originally scheduled dates under the award agreements.
What is Fabian C. Strauss's compensation?
Mr. Strauss will receive an annual base salary of $455,000. He is eligible for an annual incentive award under PCA's Executive Incentive Compensation Plan and for awards under the Long-Term Equity Incentive Plan. The filing states that no agreements were entered into with him in connection with his appointment to the new position.
04—Continue