Smurfit WestRock plc filed SEC Form 8-K: Leadership Update
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 10, 2025, the Board of Directors (the “Board”) of Smurfit Westrock plc (the “Company”) appointed Carole L. Brown to the Board as an independent director, effective March 11, 2025. In connection with her appointment to the Board, Ms. Brown has also been appointed to serve on the Audit Committee of the Board and the Sustainability Committee of the Board.
Ms. Brown, age 60, last served as Head of the Asset Management Group for PNC Financial Services Group (“PNC”), one of the largest diversified financial services institutions in the United States, from 2020 until August 2024, after which she was a special advisor to the Chief Executive Officer until her retirement in January 2025. From 2019 to 2020, she held the position of Chief Change and Risk Officer for their Asset Management Group and Corporate & Institutional Banking businesses at PNC. From 2015 to 2019, Ms. Brown served as Chief Financial Officer for the City of Chicago. Prior to her work for the City of Chicago, Ms. Brown had a 25-year career as one of the leading municipal finance investment bankers in the country in various roles. From 2017 to 2019, she also served as a member of the Securities and Exchange Commission Fixed Income Market Structure Advisory Committee.
For her service on the Board and its committees, Ms. Brown will be entitled to receive the annual cash retainers and annual stock grant under the Company’s director compensation program as described in the Company’s Current Report on Form 8-K filed on July 8, 2024. Ms. Brown is also entering into the Company’s standard deed of indemnification and indemnification agreement, each in a form which was previously filed as Exhibit 10.1 and Exhibit 10.2, respectively, to the Company’s Current Report on Form 8-K filed on July 8, 2024.
There are no transactions involving Ms. Brown and the Company that require disclosure under Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Ms. Brown and any other person pursuant to which she was selected to serve as a director.
In connection with Ms. Brown’s appointment, the size of the Board was increased from 14 to 15. As previously disclosed, Dmitri L. Stockton will be stepping down from the Board, effective as of the conclusion of the Company’s 2025 Annual General Meeting of Shareholders, at which point the size of the Board will be decreased to 14.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Smurfit Westrock plc | ||
| /s/ Ken Bowles | ||
| Name: | Ken Bowles | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: March 11, 2025