01—Abstract
Summary
Summary of the 8-K filed March 11, 2025. Cited figures are marked; the original filing is the authoritative source.
In an Item 5.02 Form 8-K dated March 11, 2025, Smurfit Westrock plc reports that its Board of Directors appointed Carole L.
Brown as an independent director, effective March 11, 2025. The Board appointed her as well to the Audit Committee and the Sustainability Committee. The filing describes Ms. Brown, age 60, as having most recently served as Head of the Asset Management Group at PNC Financial Services Group from 2020 until August 2024, and as having previously been Chief Financial Officer for the City of Chicago from 2015 to 2019.
Ms. Brown will receive the annual cash retainers and annual stock grant under the company's director compensation program, as described in a prior Form 8-K filed July 8, 2024. She is also entering into the company's standard deed of indemnification and indemnification agreement. The filing states there are no related-party transactions under Item 404(a) of Regulation S-K and no arrangements under which she was selected as a director.
The board size increases from 14 to 15 with Ms. Brown's appointment. As previously disclosed, Dmitri L. Stockton will step down from the Board at the conclusion of the 2025 Annual General Meeting of Shareholders, at which point the board size will decrease back to 14.
02—Key points
Key Highlights
- Carole L. Brown appointed as an independent director effective March 11, 2025
- Brown joins both the Audit Committee and the Sustainability Committee
- Brown previously served as Head of the Asset Management Group at PNC Financial Services Group from 2020 until August 2024
- Brown served as Chief Financial Officer for the City of Chicago from 2015 to 2019
- Board size increases from 14 to 15 with this appointment
- Dmitri L. Stockton will step down from the Board at the 2025 Annual General Meeting, reducing the board back to 14
- No Item 404(a) related-party transactions disclosed for Brown
03—Questions
Frequently Asked Questions
Who was appointed to the Smurfit Westrock board?
Carole L. Brown, age 60, was appointed by the Board on March 10, 2025 as an independent director, effective March 11, 2025.
What committees will Ms. Brown serve on?
She was appointed to the Audit Committee and the Sustainability Committee of the Board.
What is Ms. Brown's professional background?
The filing says she led PNC's Asset Management Group from 2020 until August 2024, was a special advisor to the CEO until retiring in January 2025, served as Chief Financial Officer for the City of Chicago from 2015 to 2019, and was a member of the SEC Fixed Income Market Structure Advisory Committee from 2017 to 2019.
How will Ms. Brown be compensated?
She will receive the annual cash retainers and annual stock grant under the company's director compensation program, as described in the Form 8-K filed July 8, 2024. She is also entering into the company's standard indemnification agreement.
How does this change the size of the board?
The board increases from 14 to 15 with Ms. Brown's appointment. Dmitri L. Stockton will step down at the conclusion of the 2025 Annual General Meeting, which will reduce the board size back to 14.
04—Continue