Business Context and Reporting Period
This Form 8-K Current Report was filed by Packaging Corporation of America (PKG) on March 3, 2026, covering events occurring on February 25, 2026, and March 1, 2026. The filing addresses corporate governance changes, executive appointments, and updates to long-term incentive compensation plans.
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 personnel and compensation matters.
Material Changes and Personnel Actions
- Board Departure: Paul T. Stecko announced his retirement from the Board of Directors effective at the 2026 Annual Meeting of Stockholders. His departure is not due to any disagreement with the company. The Board size will be reduced from ten to nine directors.
- Executive Promotion: Fabian C. Strauss was promoted to Senior Vice President – Finance, Controller & Treasurer, effective March 1, 2026. He will serve as the principal accounting officer. His annual base salary is set at $455,000, with eligibility for annual incentive awards and long-term equity grants.
- Executive Retirement: Robert Mundy, former Executive Vice President and Chief Financial Officer, retired as Special Advisor effective March 1, 2026. Under a post-retirement agreement, his 9,928 outstanding restricted shares vested immediately. His 3,900 TSR performance units and 9,928 ROIC performance units will continue to vest on their originally scheduled dates.
Guidance, Outlook, and Compensation Plan Updates
The Compensation Subcommittee approved new forms of equity award agreements for the Long-Term Equity Incentive Plan, effective for grants made on or after February 25, 2026. Key amendments include:
- Retirement Provisions: ROIC and TSR performance units will vest at the end of the performance period (based on actual performance) if termination occurs due to Retirement.
- Disability Provisions:
- TSR performance units will be pro-rated based on performance through the termination date.
- ROIC performance units will be based on performance through the calendar year preceding termination (or at target level if terminated before the first year ends).
- RSU Provisions: Restricted Stock Units will vest immediately upon termination due to death or disability. If terminated due to Retirement, RSUs will vest at the end of the restricted period.
- Definition of Retirement: Defined as termination on or after age 55 where the sum of age and service equals at least 70.
Investor Verification Checklist
- Verify the exact date of the 2026 Annual Meeting of Stockholders to confirm the effective date of the Board size reduction.
- Review the full text of the Post-Retirement Agreement (Exhibit 10.4) to confirm the specific non-competition and non-solicitation covenants applicable to Robert Mundy.
- Confirm the specific performance metrics and targets for the new ROIC and TSR performance unit agreements filed as Exhibits 10.1 and 10.2.
- Monitor future filings for the appointment of a new director to fill the vacancy left by Paul T. Stecko, if applicable.