SW Smurfit WestRock plc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No.      )

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Dear Shareholder:

On behalf of the Board, I am very pleased to present the first Smurfit Westrock Proxy Statement and to invite you to our first AGM, which we plan to hold in person in Dublin, Ireland.

Smurfit Westrock was created in July 2024 as a combination between Smurfit Kappa and WestRock and aims to create the go-to packaging partner of choice, bringing together two highly complementary businesses and sets of capabilities benefiting customers, employees and shareholders. Since July 2024, Smurfit Westrock is listed on the NYSE, is a constituent of the S&P 500 and has a secondary listing on the London Stock Exchange.

As a result of the Combination, former Smurfit Kappa shareholders and WestRock shareholders became Smurfit Westrock shareholders, and I welcome each of you to Smurfit Westrock.

Since July 2024, our senior executive and investor relations team have continued to actively engage with investors to provide updates on our progress and gather valuable feedback, meeting with equity investors representing almost 40% of our issued share capital. As Chair, I have met with many of our largest investors, including U.S.-based members of the governance teams who are new to the combined company.

As Chair, I would like to share some perspective on the successful, initial phase of our transformation journey. We have a very strong, experienced executive leadership team in place. The operational and financial experience and expertise that are hallmarks of this management team are already evident as we transform the combined business to create a leader in innovative and sustainable packaging. Our culture is performance-driven which fosters teamwork, accountability and a dedication to customer satisfaction. This owner-operator culture is underpinned by our core values of safety, loyalty, integrity and respect.

The synergy program of $400 million is on track and expected to be completed during 2025, and the opportunity to create additional value at least equal to the synergy target has been identified. We also recently paid our shareholders a quarterly dividend of  $0.4308 in line with our progressive dividend policy, a 42% increase on the previous dividend.

The Board is committed to the governance practices that serve the interests of the Company and its shareholders. Good corporate governance is essential to our success, and good governance begins with a strong Board. Our Board members bring a broad range of skills and experience, including, among many others, global business and financial experience, as well as leadership and strategic planning experience. We are committed to Board refreshment, and we will continue to ensure we maintain a balanced Board with both fresh perspectives and deep experience. In line with this, we are excited to welcome Carole L. Brown to the Board. Ms. Brown joined us on March 11, 2025 and brings to the Board in-depth U.S. financial knowledge and broad experience in the execution of complex financial and strategic transactions. We are also grateful to Dmitri L. Stockton, who is not standing for re-election, for his service and contributions to the Company during the formative period following the Combination.

Since the completion of the Combination, I made visits to a number of our operations, including our Demopolis Mill, the Mahrt Mill, the Lanett Facility and the Stevenson Mill in Alabama, the Claremont Folding Carton facility in North Carolina, the Fernandina Mill and Box plant, the Seminole Mill in Florida and travelled to Georgia to visit the Norcross Box Plant. I also visited corrugated and consumer plants in Ireland, the Netherlands, including the Oss and the Van Dam plants, and the Brühl and Jülich plants in Germany. As part of these visits, I was delighted to meet face-to-face with management and employees and to experience first-hand the depth of expertise across Smurfit Westrock’s operations.

The Board held its October Board meeting in Atlanta which provided the Board with the opportunity to meet with senior executives and employees based at our North American headquarters and also presented the opportunity to visit our mill and box plant in Fernandina Beach, Florida.

As part of the Combination process, due consideration was given to the development of a compensation philosophy and senior executive packages suitable to the combined Company and in line with market practice for a company of our size and scale. We are pleased to present details of the compensation decisions within the Compensation Discussion and Analysis in the accompanying Proxy Statement.

I am particularly proud of our employees’ commitment and resolve to create a successful Smurfit Westrock, which was evident in my visits and interactions across the Company. On behalf of the Board and management team, I would like to record our appreciation to each and every one of our employees who have achieved so much since the closing of the Combination as Smurfit Westrock.

Thank you for your continued support and confidence in our Company,

Irial Finan

Chair of the Smurfit Westrock Board

We are pleased to invite you to join the Board of Directors and senior leadership at the Smurfit Westrock AGM scheduled for Friday, May 2, 2025, at 10:00 a.m. Dublin Time. As further described in the accompanying Proxy Statement, 2024 was our first partial year as a combined, newly U.S. listed, Irish public company following the combination between Smurfit Kappa and WestRock, which closed on July 5, 2024. As a combined company, Smurfit Westrock is listed both on NYSE and LSE and is also subject to the rules of the SEC as well as the laws of the country of its incorporation, Ireland. Therefore, the accompanying Proxy Statement includes the items of business, as described below, which are required under the SEC rules and / or Irish law or otherwise to reflect market practices.

Specifically, the AGM will be held for the following purposes, as more fully described in the accompanying Proxy Statement:

* Frequently used terms can be found in the Glossary of Terms in Appendix A on pages A-1 and A-2.

Notice of Annual General Meeting of Shareholders

The full text of these proposals is set forth in the accompanying Proxy Statement. Only shareholders of record of the Company at the close of business on the Record Date are eligible to receive notice of and vote at the AGM and any adjournment or postponement of the AGM.

We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the AGM and appointing a proxy under “Questions and Answers About the AGM.” The notice of internet availability of proxy materials is first being mailed, and the accompanying Proxy Statement, our Annual Report, and our Irish Statutory Annual Report are first being made available, to our shareholders on or about March 19, 2025.

By order of the Board of Directors,

Gillian Carson-Callan
Group SVP Finance & Company Secretary

March 19, 2025

Thank you for being a Smurfit Westrock shareholder. No matter how large or small your holdings may be, your vote is important to us, and we encourage you to vote your shares in accordance with the Board’s recommendations summarized in the notice above.

To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:

REGISTERED HOLDERS AND BENEFICIAL OWNERS*

* Please note that for all beneficial owners, all votes prior to the AGM must be received by 4:59 a.m. Dublin Time on May 1, 2025 / 11:59 p.m. Eastern Time on April 30, 2025 and for registered holders all votes prior to the AGM must be received by 12:00 p.m. Dublin Time / 7:00 a.m. Eastern Time on May 1, 2025. You can also attend the AGM in person to cast your vote. See “Questions and Answers About the AGM” section starting on page 81 below. However, we encourage all shareholders to vote in advance of the AGM. DI holders should refer to the “Questions and Answers About the AGM” section starting on page 81 below for details regarding how to vote and the cut-off deadline for voting.

​	OUR COMPANY	​	​	​	​	1	​	​
​	About the Company	​	​	​	​	1	​	​
​	Our Business	​	​	​	​	1	​	​
​	2024 Business Highlights	​	​	​	​	2	​	​
​	Geographical Footprint	​	​	​	​	3	​	​
​	Corporate Responsibility and Sustainability Matters	​	​	​	​	5	​	​
​	PROXY VOTING SUMMARY	​	​	​	​	7	​	​
​	Meeting Agenda and Voting Recommendations	​	​	​	​	7	​	​
​	Information Regarding Our Director Nominees	​	​	​	​	8	​	​
​	Additional Director Nominee Highlights	​	​	​	​	9	​	​
​	Corporate Governance Highlights	​	​	​	​	10	​	​
​	Executive Compensation Highlights	​	​	​	​	11	​	​
​	PROPOSAL 1: ELECTION OF DIRECTORS	​	​	​	​	13	​	​
​	Director Nominee Biographies	​	​	​	​	15	​	​
​	Board Composition	​	​	​	​	22	​	​
​	Board Leadership Structure	​	​	​	​	26	​	​
​	Executive Sessions	​	​	​	​	26	​	​
​	Director Independence	​	​	​	​	26	​	​
​	Related Person Transactions	​	​	​	​	27	​	​
​	Board Committees	​	​	​	​	27	​	​
​	Board and Committee Oversight of Strategy and Risks	​	​	​	​	31	​	​
​	Other Corporate Governance Practices and Policies	​	​	​	​	33	​	​
​	DIRECTOR COMPENSATION	​	​	​	​	36	​	​
​	Director Compensation – Smurfit Westrock	​	​	​	​	36	​	​
​	Legacy Director Compensation Pre-Combination	​	​	​	​	38	​	​
​	PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	​	​	​	​	39	​	​
​	PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE NON-BINDING, ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	​	​	​	​	40	​	​
​	EXECUTIVE COMPENSATION	​	​	​	​	41	​	​
​	Compensation Discussion and Analysis	​	​	​	​	41	​	​
​	Identification of Named Executive Officers	​	​	​	​	41	​	​
​	Executive Compensation Overview	​	​	​	​	42	​	​
​	Primary Elements of our Executive Compensation Program and 2024 Highlights	​	​	​	​	45	​	​
​	Components of our Executive Compensation Program	​	​	​	​	46	​	​
​	Executive Compensation Process and Decision-Making	​	​	​	​	54	​	​

​	Additional Information	​	​	​	​	56	​	​
​	Compensation Committee Report	​	​	​	​	58	​	​
​	Executive Compensation Tables	​	​	​	​	59	​	​
​	Summary Compensation Table	​	​	​	​	59	​	​
​	2024 Grants of Plan-Based Awards Table	​	​	​	​	61	​	​
​	Outstanding Equity Awards at 2024 Fiscal Year-End	​	​	​	​	63	​	​
​	Option Exercises and Stock Vested	​	​	​	​	64	​	​
​	Potential Payments upon Termination or Change in Control	​	​	​	​	64	​	​
​	Quantification of Potential Payments	​	​	​	​	68	​	​
​	Pay Versus Performance	​	​	​	​	69	​	​
​	Equity Compensation Plan Information	​	​	​	​	71	​	​
​	Report of the Audit Committee	​	​	​	​	72	​	​
​	Independent Registered Public Accounting Firm’s Fees	​	​	​	​	73	​	​
​	PROPOSAL 4: NON-BINDING RATIFICATION OF APPOINTMENT OF KPMG AND BINDING AUTHORIZATION TO DETERMINE ITS REMUNERATION	​	​	​	​	74	​	​
​	ANNUAL IRISH LAW PROPOSALS	​	​	​	​	75	​	​
​	PROPOSAL 5: RESOLUTION TO GRANT THE BOARD THE AUTHORITY TO ISSUE SHARES UNDER IRISH LAW	​	​	​	​	75	​	​
​	PROPOSAL 6: RESOLUTION TO GRANT THE BOARD THE AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW	​	​	​	​	76	​	​
​	PROPOSAL 7: RESOLUTION TO DETERMINE THE PRICE RANGE AT WHICH THE COMPANY CAN RE-ISSUE SHARES THAT IT HOLDS AS TREASURY SHARES UNDER IRISH LAW	​	​	​	​	78	​	​
​	BENEFICIAL OWNERSHIP	​	​	​	​	79	​	​
​	Security Ownership of Certain Beneficial Owners and Management	​	​	​	​	79	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	80	​	​
​	QUESTIONS AND ANSWERS ABOUT THE AGM	​	​	​	​	81	​	​
​	Additional Information	​	​	​	​	86	​	​
​	Appendix A: Glossary of Terms	​	​	​	​	A-1	​	​
​	APPENDIX B: NON-GAAP FINANCIAL MEASURES	​	​	​	​	B-1	​	​

Table of Contents

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Forward-Looking Statements. This Proxy Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, including statements concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and others. All statements other than statements of historical fact included in this Proxy Statement are forward-looking statements. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our filings with the SEC, and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. In addition, our sustainability goals, if any, are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. In some cases, we may determine to adjust our commitments, goals or targets or establish new ones to reflect changes in our business, operations or plans.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this Proxy Statement.

About the Company

Smurfit Westrock was created in July 2024 following the completion of the strategic combination between Smurfit Kappa and WestRock. Smurfit Kappa was one of the leading integrated corrugated packaging manufacturers in Europe, with a large-scale pan-regional presence in Latin America. WestRock was one of the leaders in North America in corrugated and consumer packaging solutions and a multinational provider of sustainable fiber-based paper and packaging solutions. Smurfit Kappa and WestRock each became wholly owned subsidiaries of Smurfit Westrock, and Smurfit Westrock continued as the newly U.S. listed, Irish public company of the combined group of Smurfit Kappa and WestRock. As a result of the Combination, former Smurfit Kappa shareholders and WestRock shareholders became shareholders of Smurfit Westrock.

Smurfit Westrock has a dual listing on NYSE and LSE. Smurfit Westrock is a constituent of Standard and Poor’s 500 Index (the “S&P 500”).

Our Business

Smurfit Westrock is a global leader in sustainable paper-based packaging with extensive scale, quality products and geographic reach. We aim to create the ‘go-to’ packaging partner of choice, bringing together highly complementary portfolios and sets of capabilities benefiting customers, employees and shareholders.

*

Net Sales (Combined) is a non-GAAP financial measure. See Appendix B on page B-1 for the definition/ explanation of this measure.

​

Our Company

2024 Business Highlights

CREATING THE GLOBAL LEADER IN SUSTAINABLE PAPER-BASED PACKAGING:

•

Improving operating efficiency, providing quality and service for the customer, delivering commercial excellence.

​

•

Delivering problem solving, value adding packaging through the most innovative approach in the industry.

​

•

Management team with a proven track record of delivery – fostering an owner-operator performance led culture.

​

•

Creating value for our shareholders through disciplined capital allocation is the foundation of our success.

​

•

Leveraging the deepest data sets, across an unrivalled geographic footprint, to further develop our unparalleled product portfolio.

​

*

Net Sales (Combined), Adjusted EBITDA (Combined) and Adjusted EBITDA Margin (Combined) are non-GAAP financial measures. See Appendix B on page B-1 for the definitions/ explanations of these measures as well as reconciliation of Adjusted EBITDA (Combined) to the most comparable GAAP measure.

​

Our Company

Geographical Footprint

Our global corporate headquarters is located in Dublin, Ireland. Our North American operations are headquartered in Atlanta, Georgia, U.S.; our European, Middle East, African and Asia-Pacific operations are headquartered in Amsterdam, the Netherlands; and our Latin American operations are headquartered in Florida, U.S.

Smurfit Westrock maintains operations in 40 countries, primarily in North America, Latin America and Europe, and with some operations in Asia, Africa and Australia. In North America, Smurfit Westrock is a leader in corrugated and consumer packaging, containerboard and paperboard. In Europe, Smurfit Westrock is a leader by production volume in corrugated packaging, containerboard and Bag-in-Box®, and one of the, leading producers of consumer packaging. In Latin America, Smurfit Westrock is a large-scale pan-regional player in corrugated packaging and containerboard.

We currently operate 62 paper mills (40 of which produce containerboard only, and 10 of which produce paperboard only, with five producing both, four producing containerboard and another grade, one producing paperboard and another grade and two producing kraft paper only), 459 converting plants (306 of which convert containerboard into corrugated containers, 88 of which convert paperboard into consumer packaging or manufacture leaflets or labels for consumer packaging, five sack plants, and 60 other conversion facilities), 63 recovered fiber facilities, two wood procurement operations in Europe (which together provide raw material for our mills in Europe), two forestry operations in Latin America, 58 distribution facilities in North America, and 31 other production facilities carrying on other related activities. In addition, we own approximately 301,000 acres of forest plantations in Latin America, which support mill operations in addition to propagating trees for planting. Our footprint allows us to better serve customers in close proximity to our corrugated box plants.

Our geographic reach is organized around three segments:

•

Smurfit Westrock North America (including the U.S., Canada and Mexico);

​

•

Smurfit Westrock Europe, Middle East and Africa (“MEA”) & Asia-Pacific ("APAC"); and

​

•

Smurfit Westrock Latin America ("LATAM").

​

The North America, Europe, MEA and APAC, and LATAM segments are each highly integrated within their segments and there are many interdependencies within these operations. They each include a system of mills and plants that primarily produce a number of grades of containerboard that is converted into corrugated containers within each segment or is sold to third parties.

Our Company

Our Company

Corporate Responsibility and Sustainability Matters

At Smurfit Westrock we are committed to creating sustainable packaging solutions that deliver for our stakeholders. We believe this commitment is evident in our culture and behaviors at all levels in our organization and across all areas of our business, informing our strategic business decisions and actions, now and into the future.

As a global leader in sustainable paper-based packaging, we are proud to create solutions from renewable and recyclable materials. Together, we are committed to being an impactful business and supporting a greener, bluer planet.

As a responsible company, operating globally, we provide products that are sustainable, driven by a culture with strong values of safety, loyalty, integrity and respect. We understand the challenges facing both our business and the planet and we are striving to have a positive impact on helping resolve these critical issues. Our ambition is to deliver sustainable growth for the benefit of all our stakeholders based on three pillars: Planet, People and Impactful Business.

Our Company

Smurfit Westrock recognizes the need for climate-related disclosures as part of its commitment to sustainability and responsible corporate citizenship. Due to the mid-year combination of Smurfit Kappa and WestRock, consolidated data is not yet available but is expected to form an integral part of our reporting on the 2025 financial year and will build on the strong sustainability foundations of each of the legacy companies. Both Smurfit Kappa and WestRock had annual published sustainability reports with third-party assured data outlining each company’s approach to sustainability related matters. Both companies reported against the Global Reporting Initiative (“GRI”) reporting framework, had Paris-aligned science-based targets and were very engaged in broader sustainability topics such as water, forestry and circularity.

For our 2024 calendar year reporting, we plan to report on a selection of each of the legacy companies’ key sustainability metrics.

In 2025, Smurfit Westrock plans to publish its first Net-Zero Transition Plan.

This proxy voting summary highlights information contained elsewhere in this Proxy Statement, which is expected to first be sent or made available to shareholders on or about March 19, 2025. This summary does not contain all of the information you should consider, so please read the entire Proxy Statement carefully before voting.

Proxy Voting Summary

Information Regarding Our Director Nominees

* Tenure does not include prior service on the boards of Smurfit Kappa or WestRock, as applicable, which, following the Combination, are now wholly-owned subsidiaries of Smurfit Westrock. All of the directors, other than Anthony Smurfit and Ken Bowles, joined the Smurfit Westrock Board on July 5, 2024, on completion of the Combination. Anthony Smurfit and Ken Bowles joined the board of the predecessor entity, Cepheidway Limited, on September 11, 2023. Cepheidway Limited then changed its name to Smurfit WestRock Limited on December 11, 2023 and subsequently re-registered as Smurfit Westrock plc, effective on June 18, 2024.

** Audit Committee Financial Expert

Proxy Voting Summary

Additional Director Nominee Highlights

Proxy Voting Summary

Corporate Governance Highlights

Smurfit Westrock is committed to governance policies and practices that serve the interests of the Company and its shareholders. Our governance practices and policies are in line with NYSE corporate governance guidelines and UK listing rules, as applicable, and include the following:

Proxy Voting Summary

Executive Compensation Highlights

As has been described in this Proxy Statement, 2024 was a profoundly transformative year for our Company. Smurfit Westrock was created in July 2024, following a strategic combination between Smurfit Kappa and WestRock, making us a leading provider of paper-based packaging solutions in the world, with approximately 100,000 employees across 40 countries. As a newly U.S. listed, Irish public company, it was essential to establish a compensation program that at its foundation was appropriate for a global company of our size and scale and that was in the best interests of our Company and our shareholders. It was also essential to ensure that the program developed would serve to drive the performance and retention of our leadership team, whose experience and track record of delivery on key strategic and financial goals are critical to the integration and success of Smurfit Westrock.

A core principle of our executive compensation program is to pay for performance: We ensure that a majority of our executive officers’ compensation is performance-based and, therefore, at-risk, as shown below with respect to our NEOs’ pay mix for the portion of 2024 that followed the Combination, and described in greater detail in the Compensation Discussion and Analysis starting on page 41.

Proxy Voting Summary

Compensation-Related Best Practices

The Smurfit Westrock compensation philosophy and related features are complemented by policies and practices designed to align our executive compensation program with the long-term interests of our shareholders, including the following compensation-related best practices implemented by our Compensation Committee in connection with and following the Combination:

The Board, upon recommendation of the Nomination Committee, has nominated 14 individuals to the Board to serve for a one-year term until the next annual general meeting of shareholders. If elected, each director nominee will hold office until the 2026 annual general meeting of shareholders or until their successor is elected or unless their office is vacated earlier in accordance with our Constitution. The 14 directors who are standing for election at the AGM are all currently serving on the Board and are named below. In addition, Dmitri L. Stockton, who served on the Board since the completion of the Combination, notified the Board that he will be stepping down from the Board, effective at the conclusion of the AGM and, therefore, will not be standing for election at the AGM. The Board and the Company thank Dmitri L. Stockton for his service and his contributions to the Company during the formative period following the Combination.

These director nominees (other than Anthony Smurfit and Ken Bowles, who had previously been appointed to serve on the Board in connection with the announcement of the Combination on September 11, 2023, to serve until the AGM and Carole L. Brown, who had joined our Board on March 11, 2025, and has been appointed to serve until the AGM) have been appointed to the Board in connection with the Combination, effective as of July 5, 2024, to serve until the AGM. Specifically, eight of these director nominees previously served on the board of directors of Smurfit Kappa and were selected to serve on the Board in connection with the Combination by Smurfit Kappa (the “Smurfit Kappa Designees”), and five of the director nominees previously served on the board of directors of WestRock and were selected to serve on the Board by WestRock (the “WestRock Designees”). The Smurfit Kappa Designees were Irial Finan, the Chair of the Board; Anthony Smurfit, President & Group Chief Executive Officer; Ken Bowles, Executive Vice President & Group Chief Financial Officer; Carol Fairweather, Mary Lynn Ferguson-McHugh, Kaisa Hietala, Lourdes Melgar and Jørgen Buhl Rasmussen. The WestRock Designees were Colleen F. Arnold, Timothy J. Bernlohr, Terrell K. Crews, Suzan F. Harrison, Alan D. Wilson, as well as Dmitri L. Stockton, who is not standing for election at this AGM. Carole L. Brown was identified by a third-party search firm. All of the nominees have indicated that they are willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director for good cause, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to elect that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board in accordance with the Constitution. Upon the conclusion of this AGM, the size of the Board shall be decreased to 14 directors. As further described below, all of the director nominees (other than Anthony Smurfit and Ken Bowles) are independent under the applicable NYSE independence standards.

The resolution in respect of this Proposal 1 is an ordinary resolution that requires the affirmative majority of the votes cast at the AGM, in person or by proxy, with respect to each director nominee. If a director is not elected or re-elected in a director election, the director shall retire at the end of the AGM.

The text of the resolution in respect of Proposal 1 is as follows:

“RESOLVED THAT, the following individuals be, and each hereby is, by way of separate ordinary resolution, elected to serve as director of the Company until the next annual general meeting of the Company or until their successor is elected or unless their office is vacated earlier in accordance with the Constitution:

(i)

Irial Finan;

​

(ii)

Anthony Smurfit;

​

(iii)

Ken Bowles;

​

(iv)

Colleen F. Arnold;

​

(v)

Timothy J. Bernlohr;

​

(vi)

Carole L. Brown;

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(vii)

Terrell K. Crews;

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Proposal 1: Election of Directors

(viii)

Carol Fairweather;

​

(ix)

Mary Lynn Ferguson-McHugh;

​

(x)

Suzan F. Harrison;

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(xi)

Kaisa Hietala;

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(xii)

Lourdes Melgar;

​

(xiii)

Jørgen Buhl Rasmussen; and

​

(xiv)

Alan D. Wilson.”

​

Proposal 1: Election of Directors

Director Nominee Biographies

Set forth below are the names of the nominees for director at the AGM, their ages as of the Record Date, principal occupations, employment and other public company board service during at least the last five years, periods of service as a director of the Company, and the experiences, qualifications, attributes and skills of each nominee that led to the Board’s conclusion that each person should serve as a director:

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Board Composition

Our Board oversees the management of the Company and its business. Among other things, the Board reviews Smurfit Westrock’s financial performance on a regular basis at Board meetings and through periodic updates as well as Smurfit Westrock’s long-term strategic plans and the most significant financial, accounting and risk management issues facing Smurfit Westrock from time to time. The Board also assesses the performance of the Company’s President & Group Chief Executive Officer, oversees our processes for assessing and managing risk and engages in succession planning for the Board and key leadership roles on the Board and its committees. Additional information is set forth in our Principles of Corporate Governance, which can be found on our website at https://www.smurfitwestrock.com/about/corporate-governance/policies.

Board Qualifications

Consistent with the Company’s Principles of Corporate Governance and the Nomination Committee’s charter, the Nomination Committee is charged with developing and recommending Board membership criteria to the Board for approval, evaluating the composition of the Board annually to assess the skills, perspectives and experience that are currently represented on the Board. In addition, the Board considers the qualifications that may be valuable in the future and identifies, evaluates and recommends potential director candidates. The Nomination Committee seeks to create a Board that is composed of individuals whose particular backgrounds, skills, perspectives and expertise, when taken together, will provide the Board with a diversity of skills, experience, backgrounds and perspectives to guide and oversee Smurfit Westrock’s strategy, operations and management.

The Board and the Nomination Committee seek candidates who, at a minimum, have one or more of the following characteristics with the ultimate selection based on merit:

The Board and the Nomination Committee actively seek to achieve a diversity of occupational and personal backgrounds and perspectives on the Board. Among other things, we currently have seven women on the Board and three racially / ethnically diverse directors.  All final recommendations and selections are based on merit and the contributions Board members bring or are expected to bring to the Board. The Nomination Committee and the Board assess their effectiveness in this regard in connection with annual Board evaluation process.

In addition, generally speaking, the Board does not believe that it should limit the number of terms for which a person may serve as a director of the Company as directors develop significant insights into the Company and its operations over time. The Board also does not believe that a fixed retirement age for directors is appropriate. Rather, the Nomination Committee and Board will take into account the director’s age from when they reach 72 in addition to their tenure as part of its assessment of the Board’s composition and the qualifications of director candidates as described above.

Proposal 1: Election of Directors

Below is aggregated statistical information about our Board’s certain diversity characteristics, as self-identified to us by each of our director nominees:

Experience of Director Nominees

We believe our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of Smurfit Westrock (including, prior to the Combination of Smurfit Kappa and WestRock, which are now our wholly-owned subsidiaries) and fresh perspectives. The table below summarizes some of the experience, qualifications, attributes and skills of each individual director nominee. This summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes or skills, is set forth in “Proposal 1: Appointment of Directors — Director Nominee Biographies” above.

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Orientation and Continuing Education

On appointment, all independent directors receive comprehensive briefing documents regarding the Company, its operations and their duties as a director. They are also given presentations by key senior executives, external legal counsel and other advisors. In addition, directors are encouraged to visit our operations and meet with local management and the workforce. For instance, our Board meeting in October 2024 was held in our North American headquarters in Atlanta, which provided the Board with the opportunity to meet employees based there and included a visit to our mill and box plant in Fernandina Beach, Florida. Ongoing training and development takes place throughout the year with organized sessions and deep dives into specific business, legal and governance subject areas. In addition to the opportunities offered by the Company, all directors are encouraged to undergo third-party training to ensure they are kept up to date on relevant legal developments or changes in best practices.

Director Overboarding Policy

Our Principles of Corporate Governance encourage our directors to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. They also provide that, ordinarily, directors who are executive officers of public companies may not serve on the board of more than one other public company, in addition to Smurfit Westrock’s Board, and that other directors may not serve on the boards of more than three other public companies, in addition to Smurfit Westrock’s Board. To help the Board monitor compliance with our overboarding policy, directors who are considering joining other boards are required to advise and obtain approval from the Nomination Committee in advance of accepting any such other board membership. Throughout the year, we also monitor our directors’ time commitments and in considering each director nominee for election or re-election at the AGM, the Nomination Committee took into account each director’s public company positions and other outside commitments to assess the director nominees’ compliance with our overboarding policy. In reviewing our candidates for election or re-election at this AGM, the Nomination Committee has confirmed that they are all in compliance with Smurfit Westrock’s overboarding policy.

Director Nomination Process and Succession Planning

Our Principles of Corporate Governance provide that each director is expected to stand for election by the Company’s shareholders annually. In considering each director nominee for the AGM, the Board and the Nomination Committee evaluated such person’s background, qualifications, attributes and skills to serve as a director, as discussed above. For additional information, see “— Board Qualifications,” “— Experience of Director Nominees” and “— Director Overboarding Policy” above. As part of its annual nomination and / or re-nomination process, the Nomination Committee regularly reviews the composition of our Board and assesses the skills and attributes of our directors. The Nomination Committee is responsible for, among other things, maintaining a qualified board to oversee management’s execution of the Company’s strategy and safeguard the long-term interests of shareholders.

The Nomination Committee may seek to identify and evaluate potential director nominees. If the Nomination Committee needs to identify potential candidates for Board membership, as part of doing so, the Nomination Committee will consider recommendations from directors, shareholders, management and others, including, from time to time, third-party search firms, to assist it in locating qualified candidates. In the case of Carole L. Brown, a third-party search firm identified her as a potential nominee. Once potential director candidates are identified, the Nomination Committee, with the assistance of management, will undertake a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities. As part of this vetting process, the Nomination Committee, as well as other members of the Board and the President & Group Chief Executive Officer, may conduct interviews with the candidates. Prior to her nomination for instance, Ms. Brown met separately with each of the Chair of the Board and President & Group Chief Executive Officer and members of the Nomination Committee. If the Nomination Committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it will recommend the candidate to the full Board for appointment or nomination and to the shareholders for election at the next annual general meeting of shareholders. In the case of Ms. Brown, the Nomination Committee recommended, and the Board approved, Ms. Brown’s appointment to the Board and nomination for election at the AGM.

Process for Shareholders to Recommend Director Nominees

It is the Nomination Committee’s policy to consider written recommendations from shareholders for nominees for director. The Nomination Committee uses the same criteria for evaluating candidates regardless of the source of referral. Any such recommendations should be submitted to the Nomination Committee as described in the section titled “— Other Corporate Governance Practices and Policies — Communications with the Board” below and should include the following information: (i) all information about the nominee that is required to be disclosed pursuant to Regulation 14A of the Exchange Act; (ii) such person’s written consent to serving as a director, if elected, for the full term for which such person is standing for election; (iii) the name(s) and address(es) for each shareholder of record and beneficial owner of ordinary shares making the nomination and the number of ordinary shares that are owned beneficially and of record by each such shareholder and beneficial owner; and (iv) such shareholder’s representation that he or she (or a qualified representative) intends to appear at the meeting to make such recommendation. Please

Proposal 1: Election of Directors

note that if a shareholder would like to also formally nominate directors for membership on the Board, such shareholder must follow the notice and procedural requirements outlined in Article 54 of our Constitution, which prescribes certain timing and nomination requirements with respect to any such nomination (see “Additional Information — Submission of Future Shareholder Proposals” on page 86 for additional details on how to submit a director nominee for our 2026 annual general meeting of shareholders).

Board Leadership Structure

Our Board annually reviews its leadership structure to evaluate whether the structure remains appropriate for Smurfit Westrock. Our Board believes that presently it is in the best interests of the Company to have an independent director serve as the Board Chair. Mr. Finan has served as the independent Board Chair since the Combination. As an independent Board Chair, in addition to serving as liaison between the Board and management, Mr. Finan sets the agendas for and also chairs executive sessions of independent directors. He is also available for consultation and communication with major shareholders upon request. In addition, the Board designated and appointed Ms. Kaisa Hietala to serve as the Senior Independent Director of the Board (the “Senior Independent Director”) as required under, and in compliance with, certain UK Listing Rules requirements. Historically, Smurfit Kappa had the position of Senior Independent Director, and Ms Kaisa Hietala held that position at Smurfit Kappa as well. The Senior Independent Director provides a sounding board for the Board Chair, serves as an intermediary for the other directors when necessary, chairs Board meetings in the absence of the Board Chair, if requested by the Board Chair or the Board and is also available for consultation and communication with major shareholders upon request.

Our Board believes that this is the appropriate Board leadership structure for us at this time. Separating the roles of the Board Chair and President & Group Chief Executive Officer enables our Board Chair to focus on leading the Board in carrying out its oversight and corporate governance responsibilities and our President & Group Chief Executive Officer to focus on leading the Company’s business and executing on its strategy, plans and initiatives. In addition, the Senior Independent Director is there to support the Board Chair in providing additional independent oversight. Our Principles of Corporate Governance provide that, if at any time when the Board Chair is not an independent director, unless the independent directors and / or the Board otherwise determine, the Senior Independent Director will also serve as the lead independent director for a period of at least one year with certain specified responsibilities.

Mr. Bowles, Executive Vice President & Group Chief Financial Officer is also a director of the Board. He served on the board of directors of Smurfit Kappa since 2016 until the Combination, as is customary for Chief Financial Officers in Ireland, and became a director of Smurfit Westrock before the completion of the Combination. Given his immense experience in the boardroom as a Smurfit Kappa director and his decades long knowledge of Smurfit Kappa’s business, his insights are invaluable for evaluating strategic decisions, assessing the financial health of Smurfit Westrock and enhancing the Board’s understanding of value creation without undermining the Board's overall independence or rigor of the Board’s oversight of the Company’s finances and its reporting. He also provides a continuity of perspectives to the Board and his Board service is in line with market practice in Ireland for a Chief Financial Officer of an Irish public company.

The Board’s current leadership structure facilitates robust communications between management and the Board and provides effective oversight by independent directors, including oversight of risks. Accordingly, the Board believes that its risk management processes are well supported by the current Board leadership structure.

Executive Sessions

The independent directors generally have the opportunity to meet in executive sessions without management present at every regular Board meeting. The purpose of these executive sessions is to encourage and enhance communication among independent directors. Mr. Finan, our independent Board Chair, presides at executive sessions of independent directors.

Director Independence

NYSE listing rules require a majority of a listed company’s board of directors to be comprised of independent directors. To be considered independent under the NYSE independence standards, a director must not have any direct or indirect material relationship with Smurfit Westrock, as determined affirmatively by the Board. In addition, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the NYSE and SEC rules.

Our Nomination Committee and the Board undertake a review of its composition and the independence of each director annually. In making its independence recommendations, the Nomination Committee evaluates the various commercial, charitable and employment transactions and relationships known to the Nomination Committee that exist between us and our subsidiaries on the one hand, and the directors and the entities with which certain of our directors or members of their immediate families are, or have been, affiliated with (including those identified through our annual director questionnaires) on the other hand.

Proposal 1: Election of Directors

Based on its analysis, the Nomination Committee recommended, and the Board affirmatively determined, that each of the following director nominees are independent under the NYSE listing rules, including, with respect to members of the Audit and Compensation Committees, the NYSE and SEC rules applicable to such committee service: Colleen F. Arnold, Timothy J. Bernlohr, Carole L. Brown, Terrell K. Crews, Carol Fairweather, Mary Lynn Ferguson-McHugh, Irial Finan, Suzan F. Harrison, Kaisa Hietala, Lourdes Melgar, Jørgen Buhl Rasmussen and Alan D. Wilson. In addition, the Nomination Committee recommended, and the Board also determined, that Dmitri L. Stockton, who is not standing for election at this AGM, is independent as well. Anthony Smurfit and Ken Bowles are not deemed to be independent under the NYSE listing rules by virtue of their respective roles as officers of the Company.

Related Person Transactions

Related Person Transactions Policy

Our Board adopted a written policy (the “Related Person Transaction Policy”) regarding the review, approval or disapproval by our Audit Committee of transactions between us or any of our subsidiaries and any related person (defined to include our executive officers, directors or director nominees, any shareholder beneficially owning in excess of 5% of ordinary shares, and any immediate family member of any of the foregoing persons or any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest) in which the amount involved since the beginning of our last completed fiscal year will or may be expected to exceed $120,000 and in which one or more of such related persons has a direct or indirect material interest. In addition, the Related Person Transaction Policy includes a list of certain transactions that are deemed pre-approved under the policy, such as compensation for services of NEOs or Board members. In approving or rejecting any “related person” transaction, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant to the Audit Committee. Any Board member who is a related person with respect to a transaction under review by the Audit Committee will not be permitted to participate in the deliberations or vote on approval, ratification, or disapproval of the transaction.

Related Person Transactions

Since the beginning of fiscal 2024, there have been no transactions, and there currently are no proposed transactions, in excess of $120,000 between Smurfit Westrock (or one of our subsidiaries) and a related person in which the related person had or will have a direct or indirect material interest that require disclosure under Item 404 of Regulation S-K.

Board Committees

Our Board has a separately designated Audit Committee, Compensation Committee, Nomination Committee, Finance Committee and Sustainability Committee, each of which is comprised solely of independent directors as required under the applicable NYSE listing rules and, if applicable, SEC rules, with the membership and responsibilities of each committee summarized and described below. The Board reviews committee memberships annually. In addition, our Board has a separate Executive Committee, the primary purpose of which is to aid the Board in handling matters which, in the opinion of the Board Chair, should not be postponed until the next scheduled meeting of the Board. Members serve on these committees until their successors are duly elected and qualified or until their earlier resignation or removal and may be removed or replaced, with or without cause, by the Board at any time. Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at https://www.smurfitwestrock.com/about/corporate-governance/​board-committees, under “Corporate Governance.”

The membership of each of the standing Board committees as of the date of this Proxy Statement, including the number of Board committee meetings held between July 5, 2024, the date when we completed our Combination, and December 31, 2024, are set forth in the table below:

Proposal 1: Election of Directors

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(1)

Carole L. Brown joined the Board in March 2025 and, therefore, was not eligible to attend and did not attend any meetings in 2024.

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(2)

Dmitri L. Stockton is not standing for election at this AGM and will no longer be serving on any committees of the Board as of the conclusion of this AGM.

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Proposal 1: Election of Directors

A description of each of our standing committees as of the date of this Proxy Statement, together with its primary responsibilities, is provided below:

The primary responsibilities of our Audit Committee are to assist the Board in its oversight of:

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the quality and integrity of the consolidated financial statements of Smurfit Westrock and its subsidiaries and related disclosure;

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the qualifications, independence and performance of Smurfit Westrock’s independent registered public accounting firm and statutory auditor under Irish law;

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the performance of Smurfit Westrock’s internal audit function;

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Smurfit Westrock’s systems of disclosure controls and procedures and internal controls over financial reporting;

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compliance by Smurfit Westrock and its subsidiaries with all legal and regulatory requirements; and

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the Company’s practices with respect to risk assessment and risk management, including risks related to the Company’s financial statements and financial reporting processes as well as information technology, data privacy and cybersecurity, in coordination with other committees of the Board, if and as applicable.

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The Board has determined that each member of the Audit Committee meets the financial literacy, heightened independence and accounting or auditing requirements of the SEC, the Irish Companies Act and the NYSE, as applicable to audit committee members, and that each of Terrell K. Crews, Carole L. Brown and Dmitri L. Stockton also qualifies as an “audit committee financial expert” for purposes of SEC rules.

The primary responsibilities of our Compensation Committee are to:

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oversee the Company’s overall compensation philosophy, policies and programs, and assess whether the Company’s compensation philosophy establishes appropriate incentives for management and employees;

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review and approve corporate goals and objectives relevant to the compensation of the President & Group Chief Executive Officer (“CEO”), evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation;

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in conjunction with the CEO, evaluate the performance of other executives, and set the compensation levels of other executives based on this evaluation and upon the recommendation of the CEO;

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annually review the form and amount of compensation of directors for service on the Board and its committees and recommend changes in such compensation to the Board as appropriate; and

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annually oversee the assessment of the risks related to the Company’s compensation policies and programs applicable to officers and employees and review the results of this assessment.

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Proposal 1: Election of Directors

The Compensation Committee may delegate its authority to one or more subcommittees or to one member of the committee. The Compensation Committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. The Compensation Committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities.

The Board has determined that each member of the Compensation Committee meets the independence requirements of the SEC, including under Section 16, and heightened NYSE independence requirements applicable to compensation committee members.

The primary responsibilities of our Nomination Committee are to:

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assist the Board in identifying and recommending individuals qualified to become members of the Board;

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evaluate the composition, size and governance of the Board and its committees;

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review the Principles of Corporate Governance and make recommendations to the Board regarding possible changes;

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assess the qualifications, contributions and independence of director candidates and incumbent directors in determining whether to recommend them for election or reelection to the Board; and

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discuss and make recommendations to the Board regarding succession planning for the Board and key leadership roles on the Board and its committees.

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The primary responsibilities of our Finance Committee are to:

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review the Company’s proposed capital budget and make recommendations to the Board as to whether to approve the proposed capital budget;

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review and make recommendations to the Board regarding approval of capital expenditure projects and acquisitions within Board approved limits, where appropriate and not within the purview of another committee of the Board;

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review management’s assessment of the Company’s capital structure, including dividend policies and stock repurchase programs, debt capacity and liquidity;

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review financing and liquidity initiatives proposed by management for Board action; and

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review and monitor the Company’s debt ratings.

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Proposal 1: Election of Directors

The primary responsibilities of our Sustainability Committee are to:

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provide strategic guidance and support to the Board in the implementation of the sustainability strategy of the Company;

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monitor and review current and emerging trends, relevant international standards and legislative requirements related to the Company’s sustainability strategy;

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review the Company’s sustainability reporting strategy;

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oversee the Company’s strategies and policies related to human capital management with respect to matters such as belonging, workplace environment and culture; and

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review the Company’s sustainability-related risks and the Company’s reporting of sustainability and climate-related disclosures, including under various applicable reporting regimes.

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Board and Committee Oversight of Strategy and Risks

Oversight of Strategy

The Board is responsible for providing governance and oversight over the strategy, operations and management of Smurfit Westrock. Acting as a full Board and through the Board’s six standing committees, the Board is involved in the Company’s strategic planning process. In addition, throughout the year, the Board reviews specific strategic initiatives where the Board may provide additional oversight. The Board is continuously engaged in providing oversight and independent business judgment on the strategic issues that are most important to the Company.

Oversight of Risks, Including Information Technology and Cybersecurity Risks

Risk management is an important part of establishing and executing on the Company’s business strategy. The Board has overall responsibility for Smurfit Westrock’s system of risk management and internal control and for monitoring and reviewing its effectiveness, in order to safeguard shareholders’ investments and Smurfit Westrock’s assets. Our Board and its committees receive regular reports from members of the Company's senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks, and the Committee chairs provide regular reports to the full Board on relevant areas of oversight, as summarized above. The Company's risk register process is based upon a standardized approach to risk identification, assessment and review with a clear focus on mitigating factors and assignment of responsibility to risk owners. The risk register is updated, as needed, to reflect any significant changes. The risk register is then reviewed by the Audit Committee and the Board. In addition, emerging risks are considered as part of the risk process. All identified emerging risks are monitored and reported to the Audit Committee and the Board. Please see the following page for an outline of the Board and its Committees oversight of risk.

Proposal 1: Election of Directors

Risk Management Framework

Smurfit Westrock’s enterprise risk management (“ERM”) program facilitates the identification, assessment, prioritization, and management of risks. Risk management is owned by management at each reporting level and is evaluated and reviewed on a continuous basis.

Our risk management framework is embedded within our organizational structure, comprising: operational management, who have responsibility for identifying, managing and mitigating risk within their local operations on a day-to-day basis; country and divisional management, who are responsible for oversight and monitoring; subject matter experts and senior management, who are also responsible for oversight together with the identification, management and mitigation of risks. Internal audit acts as an independent assurance provider over certain principal risks.

Proposal 1: Election of Directors

For more information on risks that affect our business, please see our most recent Annual Report and other filings we make with the SEC.

Compensation Risk Oversight and Assessment

As mentioned above, the Compensation Committee is responsible for overseeing management of risks related to our compensation policies and programs. In 2024, Semler Brossy, the Compensation Committee’s independent compensation consultant, supported the Compensation Committee in conducting their risk assessment of our incentive compensation plans and practices. As a result of this analysis, as well as the Compensation Committee’s regular review of compensation policies and practices, the Compensation Committee has concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

Management Oversight of Sustainability

Our President & Group Chief Executive Officer, as part of his overall responsibility for the day-to-day oversight of the Company’s business and the implementation of the Company strategy and policies and as part of his role on the Board as a management director, is directly responsible for actions governing sustainability, including areas such as climate change. The Board delegated oversight of sustainability to the Sustainability Committee, as summarized above.

Other Corporate Governance Practices and Policies

Director Attendance

Following the completion of the Combination on July 5, 2024, and between this date and December 31, 2024, the Board met four times and the Board committees each met the number of times summarized in the chart under the heading “— Board Committees” on page 28. During that time, each member of the Board, other than Mr. Terrell K. Crews, attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee. Mr. Crews traveled to Ireland for the July Board and committee meetings, but had to depart before the meetings commenced due to a death in his family. But for the meetings that were missed due to the aforementioned family emergency, Mr. Crews would have attended over 75% of all meetings of the Board and meetings of the Board committees on which he served between July 5, 2024 and December 31, 2024.

Directors are expected to attend annual general meetings of shareholders absent unusual circumstances. This AGM will be our first annual general meeting of shareholders as a U.S. listed, Irish public company.

Shareholder Engagement

At Smurfit Westrock, we place significant importance on maintaining open and constructive dialogue with our shareholders. Since the successful completion of the Combination, our executives and investor relations ("Investor Relations") team have continued to actively engage with investors to provide updates on our progress and gather valuable feedback.

Since the completion of the Combination, we have met with over 350 equity investors representing approximately 200 investment firms and almost 40% of our issued share capital. These engagements were instrumental in fostering transparency and strengthening our relationships with our investors.

Proposal 1: Election of Directors

The primary topics of discussion during these meetings included:

Management Succession Planning

Smurfit Westrock seeks to identify candidates for management succession with the experience and skills needed to serve our customers and to develop the strategy and manage the operations of the Company, and who also exemplify the Company’s leadership values. As described in the Company’s Principles of Corporate Governance, the Nomination Committee is responsible for oversight of succession planning for certain senior management positions. At least annually, the Nomination Committee reviews with the Board succession planning and management development, including recommendations and evaluations of potential successors to fill the role of the President & Group Chief Executive Officer and other executive and senior management positions. The succession planning process includes consideration of both ordinary course succession, in the event of planned promotions and retirements, and planning for situations where the President & Group Chief Executive Officer or another executive or member of senior management unexpectedly becomes unable to perform the duties of their position.

Board Evaluations

The Nomination Committee is responsible for developing and overseeing processes for conducting evaluations of the Board and its committees. Directors also share perspectives, feedback and suggestions year-round, which the Nomination Committee takes into account when evaluating the operation and performance of the Board and its committees. The Board conducts an annual self-evaluation to assess its performance. The Audit, Nomination, Sustainability, Compensation and Finance committees each conduct annual self-evaluations to assess their performance. Summaries of the evaluations are provided to the Board, committee chairs and management members, as applicable. Each committee reviews its evaluation results separately, while the Nomination Committee reviews all committee and Board results. During an executive session, the Board discusses its results. Policies and practices are updated as appropriate as a result of director feedback. In addition, director feedback is considered when determining future board meeting agenda items and director training sessions. Although the combined company has only been in operation since July 2024, given our commitment to governance, an internal Board evaluation was conducted, led by the Chair, for the period from July to December 2024.

Communications with the Board

Shareholders and other interested parties may communicate with our Board or a particular director, including the Board Chair, by sending a letter addressed to the Board, the Board Chair or a particular director to our Group Company Secretary at Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland. These communications will be compiled and reviewed by our Group Company Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations or junk mail).

Proposal 1: Election of Directors

Code of Conduct

Our Board has adopted the Code of Conduct (the “Code of Conduct”), which is applicable to all employees and all directors as well as the Code of Ethical Conduct for Directors and Senior Financial Officers (the “Code of Ethics”), which is applicable to our directors and our senior financial officers as well as any other senior executive who may be specifically designated from time to time by the President & Group Chief Executive Officer (the Code of Conduct and the Code of Ethics together, the “Codes”). The Codes are available at https://www.smurfitwestrock.com/about/corporate-governance/policies. To the extent required by the rules of the NYSE and/or the SEC, Smurfit Westrock intends to disclose amendments to and waivers of the Codes applicable to executive officers and directors, if any, on that website within four business days following the date of any such amendment or waiver.

Securities and Insider Trading Policy

Our Board adopted a securities and insider trading policy (the “Insider Trading Policy”), which governs the purchase, sale and other dispositions of Smurfit Westrock securities by directors, officers and employees (including, as applicable, their family members and controlled entities, in each case, as defined in the Insider Trading Policy) of the Company and the Company itself and is designed to promote compliance with insider trading and market abuse laws, rules and regulations, and the NYSE and UK Listing Rules. Among other things, the Insider Trading Policy prohibits the purchase and sale of Smurfit Westrock ordinary shares while an individual is in possession of material nonpublic information or inside information about the Company or Smurfit Westrock securities and provides for trading windows and pre-clearance processes that apply to certain covered individuals. It also prohibits our employees, officers, directors and their family members and controlled entities from (i) entering into derivative or hedging transactions (for example, warrants, puts, calls, other publicly-traded options or similar instruments) in Smurfit Westrock securities and purchasing financial instruments tied to Smurfit Westrock securities (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or engaging in any other hedging transactions, (ii) purchasing Smurfit Westrock securities on margin, borrowing against the Smurfit Westrock’s securities or otherwise pledging Smurfit Westrock securities as collateral for a loan or (iii) short-selling Smurfit Westrock securities.​

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee (i) has, at any time during the prior three years, been one of our officers or employees or (ii) had any relationship with the Company during fiscal year 2024 requiring disclosure under Item 404 of Regulation S-K. In addition, none of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Our non-executive director compensation program is intended to enable the Company to retain highly qualified, experienced and engaged directors at this critical time for the Company, while also ensuring that the compensation program will enable the Company to attract high caliber non-executive directors into the future. The program aligns with the director compensation paid by our Compensation Peer Group, with consideration of legacy programs at both Smurfit Kappa and WestRock, as well as broader market practices. Our Board was advised by our independent compensation consultant, Semler Brossy, in assessing the form and amount of our non-executive director compensation program. Executive officers do not play a role in determining or recommending the amount or form of non-executive director compensation. On an annual basis going forward, our Compensation Committee and Board intend to review our non-executive director compensation to ensure it remains competitive and aligned with our peers and the market.

This section consists of two parts to ensure compliance with SEC rules. The first part, entitled “Director Compensation —  Smurfit Westrock” describes the material terms of our current director compensation program as approved by the Smurfit Westrock Board following the Combination. The second part, entitled “Legacy Director Compensation Pre-Combination” provides information, as required by SEC guidance, with respect to compensation paid by Smurfit Kappa to the non-executive directors of Smurfit Westrock who served as non-executive directors of Smurfit Kappa prior to the Combination. We note that the compensation decisions underlying Smurfit Kappa pre-Combination director compensation were not made by the Smurfit Westrock Board and did not relate to Smurfit Westrock Board service, but this information is provided to comply with applicable SEC guidance and for informational purposes. Consequently, we have focused the disclosure presented below on the elements of non-executive director compensation paid in 2024 following the completion of the Combination as they were approved by the Smurfit Westrock Board and are representative of the go-forward compensation for our non-executive directors.

Director Compensation — Smurfit Westrock

The table below sets out a summary of the Smurfit Westrock non-executive director annualized fees for 2024. As the Combination was completed in July 2024, these fees were only paid during the July –  December 2024 period following the Combination.

On August 2, 2024, the Board approved grants of 2,094 RSUs to each of Ms. Fairweather, Ms. Ferguson-McHugh, Ms. Hietala, Ms. Melgar, and Mr. Rasmussen, and a grant of 3,291 RSUs to Mr. Finan. These RSUs were not granted to any members of our Board who formerly served on the WestRock board of directors, as such directors received grants from WestRock for 2024 prior to the Combination and such grants vested and were distributed on completion of the Combination. The RSUs were granted for the July –  December 2024 period following the Combination to align the former Smurfit Kappa directors with the former WestRock directors who had received grants for the full fiscal year. The RSUs accrue dividend-equivalent units that settle in Smurfit Westrock ordinary shares. The RSUs granted to the former Smurfit Kappa directors vested on January 1, 2025.

Director Compensation

To further align the long-term interests of our directors and our shareholders, in connection with the Combination, we adopted the Smurfit Westrock Share Ownership Policy, which requires each non-executive director to hold shares having an aggregate value equal to five times the annual cash base retainer. In addition to shares held by the non-executive director, an immediate family member or in a trust for the benefit of the non-executive director, shares underlying time-based RSUs are considered for purposes of complying with the guidelines. No stock options or unearned performance-based awards (if any) are considered. Until the applicable non-employee director has achieved the requisite ownership guideline, the non-executive director must retain 50% of the post-tax shares received upon vesting, settlement, or exercise of any equity award granted by the Company. As of the end of 2024, all of our non-employee directors were either in compliance with the requisite ownership guideline or subject to the holding policy, as applicable.

We have not made payments to our non-executive directors other than the fees and stock awards described above and reimbursement of reasonable travel and other expenses incurred in connection with attending meetings of the Board and its committees. In 2024, certain directors’ spouses accompanied directors to Board meetings. In these instances, we paid or reimbursed the director for the cost of travel and related meals, facility expenses and corporate gifts, and paid the associated Irish benefit in kind taxes.

The following table summarizes the total compensation earned by each Smurfit Westrock non-executive director in 2024, following the Combination. No additional compensation is provided for any executive’s service on our Board. See “Compensation Discussion and Analysis” and the accompanying tables, below, regarding compensation provided to Messrs. Smurfit and Bowles.