Business Context and Reporting Period
This Form 8-K Current Report, filed on December 8, 2025, by Graphic Packaging Holding Company (GPK), discloses a significant change in executive leadership. The report details the departure of the current President and CEO and the appointment of a successor effective January 1, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- CEO Departure: Michael P. Doss will depart his role as President and CEO and as a Board member effective December 31, 2025. He will remain in his current role through that date to assist with the transition.
- CEO Appointment: Robbert E. Rietbroek has been appointed as the new CEO, effective January 1, 2026. He is also expected to be appointed to the Board of Directors on the same date.
- Compensation Structure: The filing outlines a new employment agreement for Mr. Rietbroek with a base salary of $1,350,000, a target annual incentive of 150% of base salary, and a long-term incentive target of 560% of base salary.
- Equity Grant: Mr. Rietbroek will receive a one-time grant of time-based restricted stock units valued at $4,000,000, vesting in equal installments over three years.
Outlook, Risks, and Contingencies
Management Commentary: The Board initiated a transition process to bring in Mr. Rietbroek, who brings over 25 years of experience at Fortune 500 companies, including recent roles as CEO of Primo Brands Corporation and previous leadership positions at PepsiCo and Kimberly-Clark.
Severance Protections: The new agreement includes significant severance protections for Mr. Rietbroek. In the event of an involuntary termination without cause or resignation for good reason (not in connection with a change in control), he is entitled to two years of base salary and two years of target annual incentive payments, plus pro-rata vesting of equity awards. Enhanced benefits apply if termination occurs within two years of a change in control.
Outgoing CEO Benefits: Mr. Doss is expected to be eligible for separation benefits under his pre-existing Employment Agreement, contingent upon the execution of a Release Agreement.
Investor Verification Checklist
- Verify the terms of the separation agreement for Michael P. Doss to understand the total cost of his departure.
- Review the vesting schedule and performance conditions for Mr. Rietbroek's $4,000,000 restricted stock unit grant.
- Assess the potential financial impact of the new CEO's compensation package, including the 560% long-term incentive target.
- Confirm the timeline for Mr. Rietbroek's relocation to Atlanta and his integration into the Board.
- Monitor subsequent filings for any strategic shifts in business direction resulting from the leadership change.