| |
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to Be Held on Wednesday, February 24, 2021: The proxy materials for the Annual Meeting are available at www.proxyvote.com. |
| |
| |
Although we are currently planning to hold the Annual Meeting in person, in light of the ongoing public health concerns surrounding the coronavirus (COVID-19) outbreak, we may deem it necessary to hold the Annual Meeting solely by means of remote communication (i.e., a virtual meeting) in lieu of an in-person meeting. If we decided to hold a virtual meeting, we will announce it in advance in a press release, and details will be posted on our website and filed as additional proxy soliciting materials with the Securities and Exchange Commission. Accordingly, if you are planning to attend our Annual Meeting, please monitor our website prior to the meeting date.
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| |
| PROXY STATEMENT SUMMARY | | | | | 1 | | |
| PROXY STATEMENT | | | | | 8 | | |
| QUESTIONS AND ANSWERS ABOUT THIS ANNUAL MEETING | | | | | 8 | | |
| DIRECTORS AND EXECUTIVE OFFICERS | | | | | 11 | | |
| SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT | | | | | 15 | | |
| CORPORATE GOVERNANCE | | | | | 17 | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
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| | | | | 21 | | | |
| | | | | 21 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| REPORT OF THE AUDIT COMMITTEE | | | | | 23 | | |
| EXECUTIVE COMPENSATION | | | | | 24 | | |
| | | | | 24 | | | |
| | | | | 24 | | | |
| | | | | 28 | | | |
| Compensation Committee Interlocks and Insider Participation | | | |
|
| | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| | | | | 31 | | | |
| | | | | 32 | | | |
|
Employment Agreements; Potential Payments Upon Termination or Change-in-Control |
| | |
|
| | |
| | | | | 35 | | | |
| | | | | 35 | | |
| | | | | 36 | | | |
| PROPOSAL 2: RATIFICATION OF SELECTION OF REGISTERED PUBLIC ACCOUNTANTS | | | | | 36 | | |
| PROPOSAL 3: ADVISORY, NON-BINDING VOTE ON EXECUTIVE COMPENSATION | | | | | 37 | | |
| PROPOSAL 4: APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REDUCE THE OWNERSHIP THRESHOLD REQUIRED FOR STOCKHOLDERS TO CALL A SPECIAL MEETING | | | | | 37 | | |
|
PROPOSAL 5: APPROVAL OF
AMENDMENT AND RESTATEMENT OF THE BERRY GLOBAL GROUP, INC. 2015 LONG-TERM INCENTIVE PLAN |
| | | | 38 | | |
| STOCKHOLDER PROPOSALS | | | | | 43 | | |
| OTHER MATTERS | | | | | 44 | | |
| EXPENSES OF SOLICITATION | | | | | 44 | | |
| HOUSEHOLDING OF PROXY MATERIALS | | | | | 44 | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | |
| | | |
Our Board’s
Recommendation |
| |||
| Proposal 1 – Election of Directors (page 36) The Board and the Nominating and Governance Committee believe that the ten director nominees named in this proxy statement possess the necessary qualifications to provide effective oversight of the Company’s business. |
| | | | |
FOR each Director Nominee
|
|
|
Proposal 2 – Ratification of the Appointment of Ernst & Young LLP as Independent Auditors (page 36)
The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the Independent Auditors for the fiscal year ending October 2, 2021 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the Independent Auditors. |
| | | | |
FOR
|
|
| Proposal 3 – Executive Compensation (page 37) The Board recommends that stockholders approve, on an advisory, non-binding basis, our executive compensation. |
| | | | |
FOR
|
|
| Proposal 4 – Governance proposal to reduce the ownership threshold required for stockholders to call a Special Meeting (page 37) The Board recommends that stockholders approve the amendment to our Amended and Restated Certificate of Incorporation to reduce the ownership threshold required for stockholders to call a special meeting from 25% to 15%. |
| | | | |
FOR
|
|
| Proposal 5 – Approve the Amended and Restated 2015 Long-Term Incentive Plan (page 38) The Board recommends that stockholders approve the Amended and Restated Berry Global Group, Inc. 2015 Long-Term Incentive Plan to increase the number of shares of common stock reserved for issuance by 8,250,000 shares and make other certain changes to align the plan with best practices recommended by the Company’s compensation consultant”. |
| | | | |
FOR
|
|
|
Name(1)
|
| |
Director
Since |
| |
Age
|
| |
Occupation
|
| |
Committee
|
| |
Indep
|
| |
Other Public Company Boards
|
|
| B. Evan Bayh | | |
2011
|
| |
65
|
| | Senior Advisor with Apollo Global Management |
| | CC | | |
✓
|
| | Fifth Third Bancorp, Inc. (NASDAQ: FITB) Marathon Petroleum Corporation (NYSE: MPC) RLJ Lodging Trust (NYSE: RLJ) |
|
| Jonathan F. Foster | | |
2014
|
| |
60
|
| | Founder and Managing Director of Current Capital Partners LLC |
| | CC AC (Chair) |
| |
✓
|
| |
Masonite International Corporation (NYSE:DOOR)
Lear Corporation (NYSE: LEA) Five Point Holdings LLC (NYSE: FPH) |
|
| Idalene F. Kesner | | |
2014
|
| |
62
|
| |
Dean of Indiana University’s Kelley
School of Business |
| |
NGC (Chair)
|
| |
✓
|
| | Olympic Steel, Inc. (NASDAQ: ZEUS) | |
| Jill A. Rahman | | |
2020
|
| |
60
|
| |
Chief Operating Officer of The
Greater Chicago Food Depository |
| | NGC | | |
✓
|
| | TreeHouse Foods (NYSE:THS) | |
|
Carl J. (Rick) Rickertsen
|
| |
2013
|
| |
60
|
| |
Managing Partner of Pine Creek
Partners |
| |
CC (Chair)
AC |
| |
✓
|
| | None | |
| Thomas E. Salmon | | |
2017
|
| |
57
|
| | Berry Chairman of the Board and Chief Executive Officer |
| | | | | | | | Old National Bancorp (NASDAQ: ONB) | |
| Paula A. Sneed | | |
2018
|
| |
73
|
| | Chairperson and CEO of Phelps Prescott Group LLC |
| | NGC | | |
✓
|
| | Charles Schwab Corporation (NYSE: SCHW) | |
| Robert A. Steele | | |
2014
|
| |
65
|
| | Retired Procter & Gamble Vice Chairman Global Health and Well-being |
| | NGC | | |
✓
|
| | BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) Newell Brands Inc. (NYSE: NWL) |
|
| Stephen E. Sterrett* | | |
2015
|
| |
65
|
| | Former Sr. Executive Vice President and Chief Financial Officer of Simon Property Group, Inc. |
| | AC | | |
✓
|
| | Equity Residential (NYSE: EQR) | |
| Scott B. Ullem | | |
2017
|
| |
54
|
| | Chief Financial Officer of Edwards Lifesciences Corporation |
| | CC | | |
✓
|
| | None | |
|
Board Independence
|
| |
•
10 of our 11 current directors are independent.
•
Mr. Salmon is the only management director.
•
There are regular executive sessions for independent directors and any independent director may raise matters for discussion at these executive sessions.
|
|
|
Lead Independent Director
|
| |
•
Our Corporate Governance Guidelines require a Lead Independent Director position with specific responsibilities to ensure independent oversight of management whenever our CEO is also the Chairman of the Board. The Lead Independent Director is elected annually by the independent directors.
|
|
|
Board Composition
|
| |
•
The Board has fixed the number of directors at 10, effective as of the Annual Meeting. Mr. Rolfe, currently an independent director, will be retiring from the Board as of the Annual Meeting.
•
We regularly assess our Board and Board member performance and can adjust the number of directors according to our needs.
•
Our Board has a diverse mix of skills, experience and backgrounds, which we regularly assess.
•
Our director attendance for Board and committee meetings was in excess of 90% in fiscal 2020.
|
|
|
Accountability to
Stockholders |
| |
•
Proxy Access. Our Bylaws provide proxy access, allowing a stockholder or group of up to 20 stockholders continuously owning an aggregate of 3% or more of our outstanding common stock for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the number of directors then in office or two nominees, provided the stockholders and nominees otherwise satisfy the requirements of our Bylaws.
•
Majority Voting/Director Resignation Policy. Our Bylaws provide that in uncontested director elections each director shall be elected by the vote of the majority of the votes cast. Our Corporate Governance Guidelines provide that any incumbent director nominee in an uncontested election who receives a greater number of votes “against” than votes “for” such nominee’s election shall promptly tender his or her resignation to the Board for the Board’s consideration.
•
Board Declassification. Our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), provides for the annual election of directors.
•
We do not have a poison pill.
•
Special Meeting. Our Certificate of Incorporation and Bylaws currently permit stockholders who hold, in the aggregate, at least 25% of the outstanding common stock of the Company to call a special meeting of stockholders. If Proposal 4 is approved, that threshold would be lowered to 15% of the outstanding common stock of the Company.
|
|
|
Independent Board Committees
|
| |
•
We have three Board committees – Audit, Nominating and Governance, and Compensation.
•
All of the Board committees are composed entirely of independent directors, and each has a written charter that is reviewed and reassessed annually and is posted on our website.
•
Our Board and each committee may engage independent advisors at its sole discretion.
|
|
|
Risk Oversight
|
| |
•
Our full Board is responsible for risk oversight, and has designated committees to have particular oversight of certain key risks. Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. Our legal and compliance departments conduct an annual enterprise risk assessment that is reviewed with the Audit Committee.
|
|
|
Succession Planning
|
| |
•
The Board actively monitors our succession plans and receives regular updates on talent management, diversity and retention matters. At least annually, the Board reviews senior management succession and development plans.
•
The Board periodically evaluates Board succession and the processes by which additional directors with strong and diverse experience can be attracted and selected for future Board seats.
|
|
|
Board/Committee Self-evaluation
|
| |
•
We have an annual self-evaluation process for the Board.
•
We have an annual self-evaluation process for each standing Committee of the Board.
|
|
|
Robust Director and
Executive Officer Share Ownership Guidelines |
| |
•
Our share ownership guidelines require each director, the Chief Executive Officer, and each Chief Executive Officer direct report who is an Executive Vice President or above, on or before the end of a five (5) year transition period, to have a financial stake in Berry common stock with a value equivalent to:
■ Non-employee directors: 4 times annual cash retainer
■ Chief Executive Officer: 5 times base salary
■ Chief Executive Officer direct reports: 3 times base salary
|
|
|
Ethics
|
| |
•
All of our directors and Executive Officers are required to abide by the Company’s Code of Business Ethics and the Company’s Certification and Supplemental Code of Ethics.
•
The Company has an active ethics and compliance program, which includes (i) an Ethics Committee that reports to the Audit Committee quarterly; (ii) regular employee ethics and compliance training that sets the right tone, ensures our employees know what’s expected of them, and helps create a culture of ethics and respect; and (iii) a hotline that allows our employees to voice their concerns in the instances where they may not feel comfortable voicing concerns in person or directly to someone in the company.
|
|
| | | |
Plan
|
| |
Purpose
|
| | Relevant Performance Metric and Description |
| | | |
|
Annual/Short Term Incentive
|
| |
Base Salary
|
| |
To provide fair and competitive compensation for individual performance and level of responsibility associated with position held
|
| |
Based on individual performance, position, and responsibility
|
| |
Fixed
|
|
|
Executive Bonus Plan
|
| |
To provide a short-term annual performance-based cash incentive opportunity through a bonus plan that is based upon achievement of the established performance goals
|
| |
Bonus is determined based on two components that are tied directly to the performance of the Company:
•
an Adjusted EBITDA target (75% of the target award): and
•
a free cash flow target (25% of the target award)
|
| |
Variable
|
| |||
|
Long-Term Incentive
|
| | Long-Term Incentive Plan | | |
To provide long-term incentive opportunities in the form of equity awards in order to retain those individuals with the leadership abilities necessary for increasing long-term stockholder value while aligning their interests with the interests of our stockholders
|
| |
Option awards vest over a five-year period and incentivize performance as the options have value only to the extent the market value of the Company stock increases following issuance
|
| |||
| | | | | | | | | | | | | | |
|
Thomas E. Salmon
Age: 57
Chief Executive Officer, Director,
and Chairman of the Board
Term to Expire: 2022
|
| |
|
|
|
B. Evan Bayh
Age: 65
Director
Term to Expire: 2022
|
| |
|
|
|
Jonathan F. Foster
Age: 60
Director
Term to Expire: 2022
|
| |
|
|
|
Idalene F. Kesner
Age: 62
Director
Term to Expire: 2022
|
| |
|
|
|
Jill A. Rahman
Age: 60
Director
Term to Expire: 2022
|
| |
|
|
|
Carl J. (Rick) Rickertsen
Age: 60
Director
Term to Expire: 2022
|
| |
|
|
|
Ronald S. Rolfe
Age: 75
Director
Term to Expire: 2021
|
| |
|
|
|
Paula A. Sneed
Age: 73
Director
Term to Expire: 2022
|
| |
|
|
|
Robert A. Steele
Age: 65
Director
Term to Expire: 2022
|
| |
|
|
|
Stephen E. Sterrett
Age: 65
Director
Term to Expire: 2022
|
| |
|
|
|
Scott B. Ullem
Age: 54
Director
Term to Expire: 2022
|
| |
|
|
|
Name of Beneficial Owner(1)
|
| |
Direct and
Indirect Share Ownership(1) |
| |
Right to
Acquire(2) |
| |
Total
Beneficially Owned |
| |
Percent of
Class |
| ||||||||||||
| Thomas E. Salmon | | | | | 45,585 | | | | | | 830,815 | | | | | | 876,400 | | | | | | * | | |
| Mark W. Miles | | | | | 45,000 | | | | | | 606,000 | | | | | | 651,000 | | | | | | * | | |
| Curt L. Begle | | | | | 28,500 | | | | | | 263,200 | | | | | | 291,700 | | | | | | * | | |
| Jean-Marc Galvez | | | | | 0 | | | | | | 144,000 | | | | | | 144,000 | | | | | | * | | |
| Jason K. Greene | | | | | 250 | | | | | | 277,410 | | | | | | 277,660 | | | | | | * | | |
| B. Evan Bayh | | | | | 24,500 | | | | | | 72,500 | | | | | | 97,000 | | | | | | * | | |
| Jonathan F. Foster | | | | | 0 | | | | | | 72,500 | | | | | | 72,500 | | | | | | * | | |
| Idalene F. Kesner | | | | | 28,000 | | | | | | 44,500 | | | | | | 72,500 | | | | | | * | | |
| Jill A. Rahman | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | * | | |
| Carl J. (Rick) Rickertsen | | | | | 0 | | | | | | 44,500 | | | | | | 44,500 | | | | | | * | | |
| Ronald S. Rolfe | | | | | 1,040 | | | | | | 72,500 | | | | | | 73,540 | | | | | | * | | |
| Paula A. Sneed | | | | | 2,050 | | | | | | 26,000 | | | | | | 28,050 | | | | | | * | | |
| Robert A. Steele | | | | | 0 | | | | | | 58,500 | | | | | | 58,500 | | | | | | * | | |
| Stephen E. Sterrett | | | | | 0 | | | | | | 58,500 | | | | | | 58,500 | | | | | | * | | |
| Scott B. Ullem | | | | | 0 | | | | | | 42,500 | | | | | | 42,500 | | | | | | * | | |
| All current directors and executive officers as a group (18 persons)(2) | | | | | 174,925 | | | | | | 2,989,225 | | | | | | 3,164,150 | | | | | | 2.4% | | |
| EdgePoint Investment Group Inc.(3) | | | | | 14,132,464 | | | | | | — | | | | | | 14,132,464 | | | | | | 10.6% | | |
| The Vanguard Group, Inc.(4) | | | | | 11,950,403 | | | | | | — | | | | | | 11,950,403 | | | | | | 8.9% | | |
| Eminence Capital, LP(5) | | | | | 11,844,005 | | | | | | — | | | | | | 11,844,005 | | | | | | 8.8% | | |
| Canyon Capital Advisors LLC(6) | | | | | 8,899,669 | | | | | | — | | | | | | 8,899,669 | | | | | | 6.6% | | |
|
Corporate Governance Information on our Website
The following governance documents are available on the Investor page of our website, www.BerryGlobal.com, at “Corporate Governance — Highlights”:
•
Corporate Governance Guidelines
•
Code of Business Ethics
•
Certification and Supplemental Code of Ethics
•
Board Committee Charters
•
Share Ownership Guidelines
Paper copies can be obtained by writing to our Secretary, Berry Global Group, Inc., 101 Oakley Street, Evansville, IN 47710.
|
|
|
Committee
|
| |
Duties and Responsibilities
|
| | Committee Members |
| | Total Number of Meetings During Fiscal Year 2020 |
|
| Audit Committee(2) | | |
Assist the Board in fulfilling its oversight responsibilities relating to:
•
the accounting, financial and external reporting policies and practices of the Company;
•
the integrity of the Company’s financial statements;
•
the independence, qualifications and performance of the Company’s independent auditor;
•
the effectiveness of the Company’s internal control over financial reporting;
•
the risk assessment and risk management practices of the Company;
•
the performance of the Company’s internal audit function; and
•
compliance with the Company’s Code of Business Ethics.
|
| |
Mr. Foster(1)
Mr. Rickertsen Mr. Rolfe Mr. Sterrett |
| |
4
|
|
| Compensation Committee | | |
•
Approve and recommend to our Board of Directors all compensation plans for the executive officers and our Board of Directors.
•
Approve the short-term compensation of the executive officers and recommend for Board of Directors approval the short-term compensation for members of our Board of Directors.
•
Approve and authorize grants under the Company’s incentive plans, including all equity plans and long-term incentive plans.
•
Lead the Board of Directors in its annual review of the executive officers’ performance.
•
Review, and report to the Board on, the Company’s succession planning.
•
Prepare any report on executive compensation required by Securities and Exchange Commission rules and regulations for inclusion in our annual Proxy Statement, if any.
|
| | Mr. Rickertsen(1) Mr. Foster Mr. Bayh Mr. Ullem |
| |
5
|
|
|
Nominating and Governance Committee
|
| |
•
Implementation and review of criteria for membership on our Board of Directors and its committees.
•
Recommendation of proposed nominees for election to our Board of Directors and membership on its committees.
•
Recommendations to our Board of Directors regarding governance and related matters.
•
Review CEO and executive officer succession planning with the Compensation Committee as appropriate.
•
Lead the Board in its annual review of the Board’s performance.
|
| |
Dr. Kesner(1)
Ms. Sneed Mr. Steele Mr. Rolfe Ms. Rahman |
| |
3
|
|
|
Name
|
| |
Fees Earned or
Paid in Cash |
| |
Option
Awards(1) |
| |
Total
|
| |||||||||
| B. Evan Bayh | | | | $ | 105,000 | | | | | $ | 163,990 | | | | | $ | 268,990 | | |
| Jonathan F. Foster | | | | $ | 105,000 | | | | | $ | 163,990 | | | | | $ | 268,990 | | |
| Idalene F. Kesner | | | | $ | 105,000 | | | | | $ | 163,990 | | | | | $ | 268,990 | | |
| Carl J. Rickertsen | | | | $ | 125,000 | | | | | $ | 163,990 | | | | | $ | 288,990 | | |
| Ronald S. Rolfe | | | | $ | 125,000 | | | | | $ | 163,990 | | | | | $ | 288,990 | | |
| Robert A. Steele | | | | $ | 105,000 | | | | | $ | 163,990 | | | | | $ | 268,990 | | |
| Stephen E. Sterrett | | | | $ | 160,000 | | | | | $ | 163,990 | | | | | $ | 323,990 | | |
| Scott B. Ullem | | | | $ | 105,000 | | | | | $ | 163,990 | | | | | $ | 268,990 | | |
| Paula A. Sneed | | | | $ | 105,000 | | | | | $ | 163,990 | | | | | $ | 268,990 | | |
|
Executive Compensation Highlights
•
Link compensation to Company performance. Performance drives pay. A significant portion of compensation opportunities for the NEOs is variable, meaning it is tied to performance. Cash bonuses are based on the attainment of business plan performance metrics.
•
Balanced compensation program. The compensation program includes complementary but diverse performance goals, a balance of types of compensation, and caps on the amount of compensation that can be awarded.
•
Compensation aligned with stockholder interests. Long-term incentive compensation opportunities for the NEOs are equity-based.
•
Independent Compensation Consultant. Our Compensation Committee utilizes an independent compensation consultant.
•
Double trigger change in control arrangements. Benefits in connection with a change in control are only payable after a qualifying termination.
•
No repricing of awards. No previously granted awards can be repriced or surrendered in exchange for new awards.
•
Recoupment Policy. Our Compensation Recoupment Policy provides for the recoupment of executive compensation in the event of certain accounting irregularities by executives.
|
|
|
Fiscal 2020 Compensation Overview
Our executive compensation program is comprised of (i) base salary, (ii) short-term annual performance-based cash incentives (annual bonus), and (iii) long-term equity incentives. The highlights of our fiscal 2020 compensation program are as follows:
•
Following the acquisition of RPC, the Compensation Committee approved, for certain executive officers, adjustments to fiscal 2020 base salaries to reflect changes in position or responsibility and increases in fiscal 2020 annual bonus targets and equity grants.
•
The short-term annual performance-based cash incentive is comprised of two components that are tied directly to the performance of the Company:
■
an Adjusted EBITDA target (75% of the target award), and
■
a free cash flow target (25% of the target award).
•
Based on our actual results for the fiscal year ended September 26, 2020, Adjusted EBITDA performance came in at 103% of the target and free cash flow came in at 118% of the target, which resulted in a total annual bonus payout to our Named Executive Officers equal to 167% of target bonus for fiscal 2020.
•
In fiscal 2020, we granted stock option awards with respect to approximately 2.6 million shares in the aggregate to non-employee directors, employees and officers, including options with respect to 870,000 shares to our Named Executive Officers.
|
|
|
Fiscal 2021 Equity-Based Compensation Changes
Beginning in fiscal 2021 (effective with the November 23, 2020 grant) the annual equity awards to our executive officers will consist of 67% stock options and 33% performance-based restricted stock units (fiscal 2021 performance-based restricted stock units will be settled only in cash). Unless set forth otherwise in the applicable award agreement, (i) time-based options generally vest in 25% increments on each of the first four (4) anniversaries of the grant date and (ii) performance-based restricted stock units vest, based on the achievement of performance criteria (relative TSR and ROCE targets, each with a 50% weighting factor), at the end of the applicable three-year performance period.
|
|
|
Ball Corporation
Sealed Air Corporation
Avery Dennison Corporation
Packaging Corporation of America
|
| |
International Paper Company
Amcor plc
Mondi plc
Westrock Company
Westlake Chemical Corp.
|
| |
Eastman Chemical Co.
Ardagh Group SA
AptarGroup, Inc.
Crown Holdings, Inc.
Akzo Nobel NV
DS Smith plc
|
|
| | |
Target Bonus
(% of Base Salary) |
| |
Adjusted EBITDA Factor (75%)(1)
|
| |
Free Cash Flow
Factor (25%)(1) |
| |
Bonus Achieved
(% of Target Bonus) |
| |||||||||||||||||||||||||||
| | | | | |
Target
|
| |
Achieved
|
| |
Target
|
| |
Achieved
|
| ||||||||||||||||||||||||
CEO | | |
FY 2020
|
| | | | 125% | | | | | $ | 2,150 | | | | | $ | 2,209 | | | | | $ | 800 | | | | | $ | 947 | | | | | | 167% | | |
Other NEOs | | |
FY 2020
|
| | | | 80% | | | | | $ | 2,150 | | | | | $ | 2,209 | | | | | $ | 800 | | | | | $ | 947 | | | | | | 167% | | |
|
Name and Principal Position(1)
|
| |
Fiscal
Year |
| |
Salary
|
| |
Option
Awards(2) |
| |
Non-Equity
Incentive Plan Compensation |
| |
All Other
Compensation |
| |
Total
|
| ||||||||||||||||||
|
Thomas E. Salmon
Chairman and Chief Executive Officer |
| | | | 2020 | | | | | | 1,069,231 | | | | | | 6,773,500 | | | | | | 2,219,375 | | | | | | 16,505(3) | | | | | | 10,078,611 | | |
| | | 2019 | | | | | | 1,027,692 | | | | | | 4,298,300 | | | | | | 250,000 | | | | | | 14,952(3) | | | | | | 5,590,944 | | | |||
| | | 2018 | | | | | | 973,077 | | | | | | 3,568,000 | | | | | | 213,750 | | | | | | 20,566(3) | | | | | | 4,775,393 | | | |||
|
Mark W. Miles
Chief Financial Officer |
| | | | 2020 | | | | | | 593,462 | | | | | | 1,853,800 | | | | | | 786,580 | | | | | | 18,620(4) | | | | | | 3,252,462 | | |
| | | 2019 | | | | | | 577,846 | | | | | | 1,297,600 | | | | | | 92,625 | | | | | | 19,469(4) | | | | | | 1,987,540 | | | |||
| | | 2018 | | | | | | 559,231 | | | | | | 1,159,600 | | | | | | 80,438 | | | | | | 20,787(4) | | | | | | 1,820,056 | | | |||
|
Curt L. Begle
President — Health, Hygiene & Specialities Division |
| | | | 2020 | | | | | | 600,000 | | | | | | 1,140,800 | | | | | | 804,000 | | | | | | 21,951(4) | | | | | | 2,566,751 | | |
| | | 2019 | | | | | | 581,250 | | | | | | 1,102,960 | | | | | | 85,313 | | | | | | 23,892(4) | | | | | | 1,793,415 | | | |||
| | | 2018 | | | | | | 511,539 | | | | | | 892,000 | | | | | | 73,125 | | | | | | 23,073(4) | | | | | | 1,499,737 | | | |||
|
Jean-Marc Galvez
President — Consumer Packaging International Division |
| | | | 2020 | | | | | | 627,221 | | | | | | 1,426,000 | | | | | | 840,476 | | | | | | 245,000(5) | | | | | | 3,138,697 | | |
| | | 2019 | | | | | | 546,711 | | | | | | 811,000 | | | | | | 84,322 | | | | | | 145,700(5) | | | | | | 1,587,734 | | | |||
| | | 2018 | | | | | | 517,288 | | | | | | 713,600 | | | | | | 76,369 | | | | | | 138,978(5) | | | | | | 1,446,235 | | | |||
|
Jason K. Greene
Executive Vice President, Chief Legal Officer and Secretary |
| | | | 2020 | | | | | | 508,846 | | | | | | 1,212,100 | | | | | | 675,360 | | | | | | 20,911(4) | | | | | | 2,417,217 | | |
| | | 2019 | | | | | | 496,462 | | | | | | 811,000 | | | | | | 79,625 | | | | | | 21,110(4) | | | | | | 1,408,197 | | |
| | | | | | |
Stock Options(1)
|
| |
Executive Bonus Plan(2)
|
| ||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities (#) |
| |
Exercise
Price ($/Sh) |
| |
Grant Date
Fair Value ($) |
| |
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards ($) |
| ||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |||||||||||||||||||||||||||||||||
| Thomas E. Salmon | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
11/25/2019
|
| | | | 475,000 | | | | | $ | 45.60 | | | | | $ | 6,773,500 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
9/26/20
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 397,500 | | | | | $ | 1,325,000 | | | | | $ | 2,650,000 | | |
| Mark W. Miles | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
11/25/2019
|
| | | | 130,000 | | | | | $ | 45.60 | | | | | $ | 1,853,800 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
9/26/20
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 140,880 | | | | | $ | 469,600 | | | | | $ | 939,200 | | |
| Curt L. Begle | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
11/25/2019
|
| | | | 80,000 | | | | | $ | 45.60 | | | | | $ | 1,140,800 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
9/26/20
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 144,000 | | | | | $ | 480,000 | | | | | $ | 960,000 | | |
| Jean-Marc Galvez | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
11/25/2019
|
| | | | 100,000 | | | | | $ | 45.60 | | | | | $ | 1,426,000 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
9/26/20
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 160,084 | | | | | $ | 533,613 | | | | | $ | 1,067,226 | | |
| Jason K. Greene | | |||||||||||||||||||||||||||||||||||||||
|
Options
|
| |
11/25/2019
|
| | | | 85,000 | | | | | $ | 45.60 | | | | | $ | 1,212,100 | | | | | | — | | | | | | — | | | | | | — | | |
|
Executive Bonus Plan
|
| |
9/26/20
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 120,960 | | | | | $ | 403,200 | | | | | $ | 806,400 | | |
|
Name
|
| |
Number of Securities
Underlying Unexercised Options (#) Exercisable |
| |
Number of Securities
Underlying Unexercised Options (#) Unexercisable(1) |
| |
Option Exercise Price
($/sh) |
| |
Option Expiration
Date |
| ||||||||||||
|
Thomas E. Salmon
|
| | | | 44,815 | | | | | | — | | | | | | 16.00 | | | | | | 10/3/22 | | |
| | | 95,000 | | | | | | — | | | | | | 21.00 | | | | | | 11/26/23 | | | |||
| | | 100,000 | | | | | | — | | | | | | 28.75 | | | | | | 11/25/24 | | | |||
| | | 56,000 | | | | | | 14,000(2) | | | | | | 29.59 | | | | | | 2/12/26 | | | |||
| | | 150,000 | | | | | | 100,000(3) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | 80,000 | | | | | | 120,000(5) | | | | | | 54.33 | | | | | | 2/9/28 | | | |||
| | | 53,000 | | | | | | 212,000(6) | | | | | | 49.90 | | | | | | 2/5/29 | | | |||
| | | — | | | | | | 475,000(7) | | | | | | 45.60 | | | | | | 11/25/29 | | | |||
|
Mark W. Miles
|
| | | | 160,000 | | | | | | — | | | | | | 21.00 | | | | | | 11/26/23 | | |
| | | 160,000 | | | | | | — | | | | | | 28.75 | | | | | | 11/25/24 | | | |||
| | | 100,000 | | | | | | 25,000(2) | | | | | | 29.59 | | | | | | 2/12/26 | | | |||
| | | 48,000 | | | | | | 32,000(3) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | 26,000 | | | | | | 39,000(5) | | | | | | 54.33 | | | | | | 2/9/28 | | | |||
| | | 16,000 | | | | | | 64,000(6) | | | | | | 49.90 | | | | | | 2/5/29 | | | |||
| | | | | | | | 130,000(7) | | | | | | 45.60 | | | | | | 11/25/29 | | | ||||
|
Curt L. Begle
|
| | | | 36,000 | | | | | | — | | | | | | 21.00 | | | | | | 11/26/23 | | |
| | | 54,000 | | | | | | — | | | | | | 28.75 | | | | | | 11/25/24 | | | |||
| | | 56,000 | | | | | | 14,000(2) | | | | | | 29.59 | | | | | | 2/12/26 | | | |||
| | | 36,000 | | | | | | 24,000(3) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | 20,000 | | | | | | 30,000(5) | | | | | | 54.33 | | | | | | 2/9/28 | | | |||
| | | 13,600 | | | | | | 54,400(6) | | | | | | 49.90 | | | | | | 2/5/29 | | | |||
| | | | | | | | 80,000(7) | | | | | | 45.60 | | | | | | 11/25/29 | | | ||||
|
Jean-Marc Galvez
|
| | | | 32,000 | | | | | | 8,000(4) | | | | | | 36.36 | | | | | | 11/30/25 | | |
| | | 30,000 | | | | | | 20,000(3) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | 16,000 | | | | | | 24,000(5) | | | | | | 54.33 | | | | | | 2/9/28 | | | |||
| | | 10,000 | | | | | | 40,000(6) | | | | | | 49.90 | | | | | | 2/5/29 | | | |||
| | | | | | | | 100,000(7) | | | | | | 45.60 | | | | | | 11/25/29 | | | ||||
|
Jason K. Greene
|
| | | | 20,500 | | | | | | — | | | | | | 21.00 | | | | | | 11/26/23 | | |
| | | 90,000 | | | | | | — | | | | | | 28.75 | | | | | | 11/25/24 | | | |||
| | | 60,000 | | | | | | 15,000(2) | | | | | | 29.59 | | | | | | 2/12/26 | | | |||
| | | 30,000 | | | | | | 20,000(3) | | | | | | 49.53 | | | | | | 2/7/27 | | | |||
| | | 16,000 | | | | | | 24,000(5) | | | | | | 54.33 | | | | | | 2/9/28 | | | |||
| | | 10,000 | | | | | | 40,000(6) | | | | | | 49.90 | | | | | | 2/5/29 | | | |||
| | | | | | | | 85,000(7) | | | | | | 45.60 | | | | | | 11/25/29 | | |
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on
Exercise ($)(1) |
| ||||||
| Thomas E. Salmon | | | | | 15,185 | | | | | $ | 356,848(2) | | |
| Mark W. Miles | | | | | 45,000 | | | | | $ | 1,190,500(2) | | |
| Curt L. Begle | | | | | 20,000 | | | | | $ | 739,046 | | |
| Jean-Marc Galvez | | | | | — | | | | | | — | | |
| Jason K. Greene | | | | | 10,000 | | | | | $ | 318,420 | | |
|
|
Named Executive
|
| |
Event
|
| |
Cash Severance
Payment (Salary, Bonus $) |
| |
Continuation of
Medical/Welfare benefits (Present Value $) |
| |
Acceleration of
Options ($)(1) |
| |||||||||
|
Thomas E. Salmon
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,119,010 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 1,119,010 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 1,590,000 | | | | | $ | — | | | | | $ | 290,568 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| | | | Involuntary or constructive termination after Change in Control(2) | | | | $ | 3,825,000 | | | | | $ | 32,000 | | | | | $ | 1,119,010 | | |
|
Mark W. Miles
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 683,900 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 683,900 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 587,000 | | | | | $ | — | | | | | $ | 299,817 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| | | |
Involuntary or constructive termination after Change in Control(2)
|
| | | $ | 1,584,900 | | | | | $ | 29,000 | | | | | $ | 683,900 | | |
|
Curt L. Begle
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 396,160 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 396,160 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 600,000 | | | | | $ | — | | | | | $ | 170,093 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
|
Involuntary or constructive termination after Change in Control(2)
|
| | | $ | 1,620,000 | | | | | $ | 28,000 | | | | | $ | 396,160 | | | |||
|
Jean-Marc Galvez
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 271,560 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 271,560 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 1,600,800 | | | | | $ | — | | | | | $ | 104,300 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary or constructive termination after Change in Control(2) | | | | $ | 1,600,800 | | | | | $ | 4,700 | | | | | $ | 271,560 | | |
|
Named Executive
|
| |
Event
|
| |
Cash Severance
Payment (Salary, Bonus $) |
| |
Continuation of
Medical/Welfare benefits (Present Value $) |
| |
Acceleration of
Options ($)(1) |
| |||||||||
|
Jason K. Greene
|
| |
Death
|
| | | $ | — | | | | | $ | — | | | | | $ | 423,150 | | |
| Disability | | | | $ | — | | | | | $ | — | | | | | $ | 423,150 | | | |||
|
Voluntary Termination/Retirement
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| Involuntary Termination | | | | $ | 504,000 | | | | | $ | — | | | | | $ | 182,025 | | | |||
|
Involuntary Termination for Cause
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| | | | Involuntary or constructive termination after Change in Control(2) | | | | $ | 1,360,800 | | | | | $ | 21,000 | | | | | $ | 423,150 | | |
|
Plan category
|
| |
Number of securities to be
issued upon exercise of outstanding options, warrants and rights |
| |
Weighted average exercise
price of outstanding options, warrants and rights |
| |
Number of securities
remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) |
| |||||||||
| | | |
(a)
|
| |
(b)
|
| |
(c)
|
| |||||||||
|
Equity compensation plans approved by security holders
|
| | | | 11,460,066(1) | | | | | $ | 41.10 | | | | | | 2,677,730(3) | | |
|
Equity compensation plans not approved by security holders(2)
|
| | | | 98,737 | | | | | $ | 10.92 | | | | | | — | | |
| Total | | | | | 11,558,803 | | | | | $ | 40.84 | | | | | | 2,677,730 | | |
|
Country
|
| |
Employee
Count |
| |
Country
|
| |
Employee
Count |
|
| India | | |
271
|
| | Iceland | | |
99
|
|
| Bosnia and Herzegovina | | |
233
|
| | Romania | | |
89
|
|
| Estonia | | |
216
|
| | Finland | | |
45
|
|
| Norway | | |
167
|
| |
Hong Kong
|
| |
36
|
|
|
Country
|
| |
Employee
Count |
| |
Country
|
| |
Employee
Count |
|
| Columbia | | |
152
|
| |
Switzerland
|
| |
22
|
|
| Russia | | |
150
|
| | Austria | | |
8
|
|
| Argentina | | |
144
|
| | Hungary | | |
2
|
|
| Australia | | |
129
|
| | Lithuania | | |
2
|
|
| Thailand | | |
125
|
| | Malaysia | | |
1
|
|
| Philippines | | |
114
|
| | Peru | | |
1
|
|
| Tunisia | | |
106
|
| | | | | | |
Fee type
|
| |
2020
|
| |
2019
|
| ||||||
Audit Fees(1) | | | | $ | 10.3 | | | | | $ | 8.2 | | |
Audit-Related Fees(2) | | | | | — | | | | | | 0.2 | | |
Tax Fees(3) | | | | | 0.2 | | | | | | 0.4 | | |
All Other Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 10.5 | | | | | $ | 8.8 | | |
| 1) | | | earnings per share | | | 17) | | | profit margin; | |
| 2) | | | book value per share; | | | 18) | | | stock price; | |
| 3) | | | operating cash flow; | | | 19) | | | enterprise value; | |
| 4) | | | free cash flow; | | | 20) | | | operating income; | |
| 5) | | | cash flow return on investments; | | | 21) | | | EBIT or EBITDA; | |
| 6) | | | cash available; | | | 22) | | | expenses or operating expenses; | |
| 7) | | | net income (before or after taxes); | | | 23) | | |
productivity of employees as measured by revenues, costs, or earnings per employee;
|
|
| 8) | | | revenue or revenue growth; | | | 24) | | | working capital; | |
| 9) | | | total stockholder return; | | | 25) | | | improvements in capital structure; | |
| 10) | | |
return on invested capital;
|
| | 26) | | | client retention and/or satisfaction; | |
| 11) | | | return on stockholder equity; | | | 27) | | | market share; | |
| 12) | | | return on assets; | | | 28) | | | employee retention and/or satisfaction; | |
| 13) | | | return on common book equity; | | | 29) | | | completion of operating milestones; | |
| 14) | | | market share; | | | 30) | | | cost reduction goals; | |
| 15) | | | economic value added; | | | 31) | | | return on capital employed; or | |
| 16) | | | operating margin; | | | 32) | | | any combination of the foregoing. | |
| | |
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