20192021 Performance Reviews of CEO and Other NEOsThe Compensation Committee reviews the performance of theour CEO and other NEOs based upon certain pre-established performance categories approved by the Compensation Committee. The performance categories were determined by the Compensation Committee to be aligned with our compensation philosophy and objectives. These categories are as follows: | | | 1. Financial Performance Results | 2. Strategic Effectiveness and Innovation | 3. Business Management | 4. Talent Management | 5. Personal Effectiveness | 6. Board Relations (CEO only) |
In reviewing Mr. Watson’s performance as CEO for fiscal 2019,2021, the Compensation Committee solicited written comments from all members of the Board of Directors based on the above six categories using the following criteria: exceeds expectations; meets expectations; and needs improvement. The Compensation Committee compiled the written comments. In evaluating fiscal 20192021 performance of Mr. Watson with respect to each of the categories of his compensation, the Compensation Committee specifically discussed and recognized the following factors of Mr. Watson’s performance during the year: •His strong leadership and crisis management skills united the Company in the face of a challenging labor market, disruptive supply chain and transportation environment, as well as his continued intense focus on employee safety through the COVID-19 pandemic; •His continued commitment on serving the needs of our customers, employees and suppliers to mitigate the impact of the supply chain disruption and continuing to supply high quality products and exceptional customer service, which will place the Company in a good position for continued growth; •His leadership and focus on customer satisfactionimproving the Company's liquidity and employee engagement resulting in increased profitability; His leadership in developingaccelerated debt repayment through a number of incremental actions, including the sale of a large holding of timberland and executing onrefinancing of the Company’s strategic plansEuro Senior Notes resulting in a number of high value add-on investments incash preservation and generation for the Rigid Industrial Packaging & Services business segment, particularly in IBCsCompany; and plastic drums, and in the Paper Packaging & Services business segment, particularly in specialty products and sheet feeders;
•His leadership in developing a strategic growth process that resulted in a strategic plan designed for a variety of growth opportunities and culminated in the transformative acquisition of Caraustar, which was the largest acquisition in the Company's history. Although the Company incurred a substantial amount of debt related to the acquisition of Caraustar, the Company’s operating plans and strategy are to aggressively de-lever and pay down debt, and in the first nine months after the acquisition, Mr. Watson’s has demonstrated a focus to drive his team to execute on that plan; His demonstrated skill in promptly adapting to market conditions to capitalize on opportunities, counter challenges and mitigate adverse impacts;
His actions continue to demonstrate high skill levels in communication and transparency, board relations and talent management; and
Hisdirected efforts and leadership have positioned the Company, in spite of the on-going supply chain disruption, labor shortages and inflationary market to further optimize operations and drive stockholder value.remain focused on controlling the controllable aspects of the Company's business.
Our CEO, Mr. Watson, reviews the performance of each NEO (other than himself) annually based on the first five performance categories set forth above using three criteria - exceeds expectations,expectations; meets expectations,expectations; and needs improvement - as well as using other subjective assessments of performance. After completing his performance review, Mr. Watson reports his subjective determinations and recommendations to the Compensation Committee and the Special Subcommittee.Committee. No single factor is given specific relative weight by Mr. Watson, the Compensation Committee or the SpecialCompensation Committee, but all of the factors are considered in the aggregate in their collective experience and reasoned business judgment. The Compensation Committee and Special Subcommittee then considerconsiders any proposed adjustments, to the base salary, STIP and LTIP compensation, and award opportunities for those NEOs and determine whether these compensation components are at appropriate levels in light of the salaries and bonuses of other executive officers in equivalent roles in our peer group and market data provided by Willis Towers Watson.
Greif - Proxy Statement 31
Mr. Watson noted the following factors for the performance of each of the NEOs during the prior fiscal year: •Mr. Hilsheimer- His efforts to guide the finance team on the analysis, execution, financing and integration related to our acquisition of Caraustar, his continuing leadership in driving the Company to meet our 2020 performance objectives, his continuing guidance in the implementation of a global ERP system and the improvement of our internal controls environment, and his focus on proactive communication with our stockholders and the investment community. Mr. Martz - His continued guidance in delivering results despite the challenges with supply chain disruptions and severe cost inflation, with a focus on managing operating working capital and executing on our capital allocation strategies to enable accelerated debt repayment to the Company's targeted leverage ratio which will enable future strategic growth, and his efforts of successfully refinancing the Euro Senior Notes with a beneficial interest rate to guide the legal team onCompany.
•Mr. Rosgaard - His diligent efforts in leading the analysis, execution, financingGlobal Industrial Packaging business through a challenging and integration relateddisruptive supply chain market, along with severe cost inflation and a tight labor market; and aligning the Company's global business operations with a "One Greif" approach to our acquisition of Caraustar, his leadership of legaldrive safety, colleague engagement and global real estate departments in providing excellent customer service to our businesses and corporate departments,create value for stockholders, and his astute legal advicefocus and counsel on business transactions and regulatory matters.preparation for his new role as Chief Executive Officer in fiscal 2022.
•Mr. CroninMartz - His commitmentcontinued leadership of the legal department and ability to serving our customers as evidenced by improving Customer Service Index scores, his continued focus on improving relationshipsnavigate the continuously changing legal, safety and global compliance obligations resulting from COVID-19 and effectively leading the real estate department in support of the Company's network optimization efforts and successful sale of a large holding of timberlands with our global key accounts,the proceeds applied to debt repayment, and his willingness to assumeleadership and guidance in driving a culture of servant leadership and customer service.
•Mr. Cronin - His focus and achievement in successfully maintaining continuity of supply within the role of leader of enterprise strategy in addition to leading our packaging accessories business and our global sourcing and supply chain function.function in the face of challenging global supply chain disruptions and severe cost inflation, and his continued leadership and guidance on developing an enterprise strategy. Mr. RosgaardGreif - His leadership in accepting the role of guiding our global RIPS business; his continued focus on serving our customers by achieving excellent Customer Service Index scores for the businesses he leads, and his efforts to champion our sustainability strategies and progress towards meeting our 2025 global sustainability goals.Proxy Statement 32
COMPENSATION COMMITTEE MATTERS | | | Compensation Committee Interlocks and Insider Participation |
During fiscal 2019,2021, the Compensation Committee members were Daniel J. Gunsett-Chairperson,Mark A. Emkes (Chair), Vicki L. Avril-Groves, Mark A. EmkesDaniel J, Gunsett and Judith D. Hook. During fiscal 2019,2021, the Company retained the law firm of Baker & Hostetler LLP to perform certain legal services on its behalf, and it anticipates retaining such firm in fiscal 2020.2022. Mr. Gunsett iswas a partner of Baker & Hostetler LLP.LLP during the first two months of fiscal 2021, and he retired from the law firm in December 2020. The Board determined that Mr. Gunsett and the other members of our Compensation Committee met all of the applicable standards of independence for compensation committee members. No executive officer of the Company served during fiscal 20192021 as a member of a compensation committee or as a director of any entity of which any of the Company’s directors served as an executive officer. | | | Compensation Committee Report |
The Compensation Committee has reviewed and discussed the CD&A above with Company’sour management and, based on this review and discussion, has recommended to the Board that this CD&A be included in this proxy statement and incorporated by reference into the 20192021 Form 10-K.
Submitted by the Compensation Committee of the Board of Directors. | | | Mark A. Emkes, Chair Vicki L. Avril-Groves Daniel J. Gunsett Committee Chairperson
Vicki L. Avril-Groves
Mark A. Emkes
Judith D. Hook
|
Greif - Proxy Statement 33
EXECUTIVE COMPENSATION TABLES | | | Summary Compensation Table |
The following table sets forth the compensation for the fiscal years ended October 31, 2019, 20182021, 2020 and 20172019 for our principal executive officer, principal financial officer and three other most highly compensated executive officers, (the “NEOs”our NEOs. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | Year |
Salary ($)(1) | Bonus ($) |
Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | Peter G. Watson President and Chief Executive Officer | 2021 | 1,084,231 | | | 882,736 | | 3,472,833 | | 2,644,444 | | 14,145 | | 8,098,389 | 2020 | 1,060,000 | | — | | 1,037,783 | | | 2,116,727 | | 1,293,936 | | 14,018 | | 5,522,464 | 2019 | 1,055,385 | | — | | 1,842,742 | | — | | 3,341,348 | | 1,721,549 | | 13,501 | | 10,187,093 | Lawrence A. Hilsheimer Executive Vice President, Chief Financial Officer | 2021 | 750,377 | | | 364,156 | | | 1,741,981 | | 33,623 | | 385,214 | | 3,275,351 | 2020 | 731,209 | | — | | 430,499 | | — | | 949,846 | | 9,015 | | 611,672 | | 2,732,241 | 2019 | 717,431 | | — | | 816,462 | | — | | 1,538,513 | | 4,038 | | 298,240 | | 3,374,684 | Ole G. Rosgaard Chief Operating Officer | 2021 | 602,123 | | | 178,204 | | | 1,190,999 | | — | | 97,822 | | 2,069,148 | 2020 | 550,000 | | — | | 190,989 | | — | | 499,388 | | — | | 18,968 | | 1,259,345 | 2019 | 506,628 | | — | | 348,826 | | — | | 759,907 | | — | | 21,580 | | 1,636,941 | Gary R. Martz Executive Vice President, General Counsel and Secretary | 2021 | 626,663 | | | 246,148 | | | 1,216,686 | | 1,389,001 | | 14,145 | | 3,492,643 | 2020 | 610,655 | | — | | 287,609 | | — | | 646,556 | | 777,343 | | 14,018 | | 2,336,181 | 2019 | 599,149 | | — | | 545,472 | | — | | 1,045,020 | | 1,235,282 | | 13,180 | | 3,438,103 | Michael Cronin Sr. Vice President, Enterprise Strategy and Global Sourcing and Supply Chain (6) | 2021 | 580,821 | | | 290,106 | | | 1,071,332 | | 27,137 | | 179,066 | | 2,148,462 | 2020 | 592,734 | | — | | 182,598 | | | 508,264 | | 51,958 | | 140,974 | | 1,476,528 | 2019 | 581,878 | | — | | 401,690 | | — | | 795,117 | | 62,576 | | 127,689 | | 1,968,950 |
(1) The amounts of base salary for fiscal 2019, 2020 and 2021 reflect actual amounts paid to the respective NEO for each fiscal year ended October 31. As discussed in “Compensation Discussion and Analysis - Elements of Our Compensation Program - Base Salary” above, we implement base salary increases on a calendar year rather than a fiscal year basis. (2)Amounts represent the restricted share portion of the 2006 LTIP awards, as described below (see footnote 3 below) and as discussed in the “Compensation Discussion and Analysis - Long-Term Incentive Plan” above, based upon the dollar amount recognized for financial statement reporting purposes during fiscal 2021, 2020, and 2019, respectively, computed in accordance with Accounting Standards Certification (“ASC”). 718. For a discussion of the relevant ASC 718 valuation assumptions, see Note 1 in the Consolidated Financial Statements included in Item 8 of the 2021 Form 10-K. For fiscal 2021, 2020 and 2019, LTIP award payout amounts in this table for fiscal 2021 and not for other purposes were determined by multiplying the closing price of our shares of Class A Common Stock on December 13, 2021 ($59.60), December 31, 2020 ($46.88), and December 31, 2019 ($44.20), respectively, by the number of shares granted or to be granted. (3)Amounts represent the cash awards earned under the STIP and 2006 LTIP. See “Compensation Discussion and Analysis - Elements of Our Compensation Program - Short-Term Incentive Plan” and “- Long-Term Incentive Plan.” The cash awards earned under the STIP and LTIP for fiscal 2021, 2020 and 2019 are as follows:
| | | | | | | | | | | | | | | Name | Fiscal Year | Short-Term Incentive Plan Awards ($) | Long-Term Incentive Plan Awards ($) | Total Non-Equity Incentive Plan Compensation Awards ($) | Peter G. Watson | 2021 | 2,725,000 | | 747,833 | | 3,472,833 | 2020 | 862,628 | | 1,254,099 | | 2,116,727 | 2019 | 1,258,008 | | 2,083,340 | | 3,341,348 | Lawrence A. Hilsheimer | 2021 | 1,433,486 | | 308,495 | | 1,741,981 | 2020 | 429,610 | | 520,236 | | 949,846 | 2019 | 615,441 | | 923,072 | | 1,538,513 | Ole G. Rosgaard | 2021 | 1,040,000 | | 150,999 | | 1,190,999 | 2020 | 268,554 | | 230,834 | | 499,388 | 2019 | 365,534 | | 394,373 | | 759,907 | Gary R. Martz | 2021 | 1,008,125 | | 208,561 | | 1,216,686 | 2020 | 298,984 | | 347,572 | | 646,556 | 2019 | 428,312 | | 616,708 | | 1,045,020 | Michael Cronin | 2021 | 781,226 | | 290,106 | | 1,071,332 | 2020 | 251,572 | | 256,692 | | 508,264 | 2019 | 340,968 | | 454,149 | | 795,117 |
Greif - Proxy Statement 34
| | | | | | | | | | | | | | | | | | | Name and Principal Position | Year |
Salary ($)(1) |
| Bonus ($) |
|
Stock Awards ($)(2) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($)(3) |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
| All Other Compensation ($)(5) |
| Total ($) | Peter G. Watson President and Chief Executive Officer | 2019 | 1,055,385 |
| — |
| 1,842,742 |
| | 3,341,348 |
| 1,721,549 |
| 13,501 |
| 7,974,525 |
| 2018 | 1,022,323 |
| — |
| 2,735,452 |
| — |
| 4,780,419 |
| 1,636,340 |
| 12,559 |
| 10,187,093 |
| 2017 | 967,778 |
| — |
| 836,573 |
| — |
| 1,670,539 |
| 1,092,876 |
| 13,120 |
| 4,580,886 |
| Lawrence A. Hilsheimer Executive Vice President, Chief Financial Officer | 2019 | 717,431 |
| — |
| 816,462 |
| — |
| 1,538,513 |
| 4,038 |
| 298,240 |
| 3,374,684 |
| 2018 | 699,560 |
| — |
| 1,285,379 |
| — |
| 2,231,261 |
| 11,640 |
| 335,766 |
| 4,563,606 |
| 2017 | 682,635 |
| — |
| 683,269 |
| — |
| 1,039,666 |
| 7,314 |
| 242,932 |
| 2,655,816 |
| Gary R. Martz Executive Vice President, General Counsel and Secretary | 2019 | 599,149 |
| — |
| 545,472 |
| — |
| 1,045,020 |
| 1,235,282 |
| 13,180 |
| 3,438,103 |
| 2018 | 584,223 |
| 75,000 |
| 860,395 |
| — |
| 1,513,423 |
| 526,890 |
| 12,955 |
| 3,572,886 |
| 2017 | 570,587 |
| — |
| 482,362 |
| — |
| 714,086 |
| 562,013 |
| 13,120 |
| 2,342,168 |
| Michael Cronin Sr. Vice President, Enterprise Strategy, Global Sourcing and Supply Chain and Greif Packaging Accessories(6) | 2019 | 581,878 |
| — |
| 401,690 |
| — |
| 795,117 |
| 62,576 |
| 127,689 |
| 1,968,950 |
| 2018 | 538,196 |
| — |
| 631,056 |
| — |
| 1,213,841 |
| 33,323 |
| 118,812 |
| 2,535,228 |
| 2017 | 525,000 |
| — |
| 185,744 |
| — |
| 473,568 |
| 70,382 |
| 97,180 |
| 1,351,874 |
| Ole Rosgaard Sr. Vice President and President Rigid Industrial Packaging & Services and Global Sustainability | 2019 | 506,628 |
| — |
| 348,826 |
| — |
| 759,907 |
| — |
| 21,580 |
| 1,636,941 |
| 2018 | 460,337 |
| — |
| 452,297 |
| — |
| 954,689 |
| — |
| 21,205 |
| 1,888,528 |
| 2017 | 404,040 |
| — |
| 150,211 |
| — |
| 419,711 |
| — |
| 10,320 |
| 984,282 |
|
| | (1) | The amounts of base salary for fiscal 2017, 2018 and 2019 reflect actual amounts paid to the respective NEO for each fiscal year ended October 31. As discussed in “Compensation Discussion and Analysis - Elements of Our Compensation Program - Base Salary” above, we implement base salary increases on a calendar year rather than a fiscal year basis. |
| | (2) | Amounts represent the restricted share portion of LTIP awards, as described below (see footnote 3 below) and as discussed in the “Compensation Discussion and Analysis - Long-Term Incentive Plan” above, based upon the dollar amount recognized for financial statement reporting purposes during fiscal 2019, 2018, and 2017, respectively, computed in accordance with Accounting Standards Certification (“ASC”) 718. For a discussion of the relevant ASC 718 valuation assumptions, see Note 1 in the Consolidated Financial Statements included in Item 8 of the 2019 Form 10-K. For fiscal 2019, 2018 and 2017, LTIP award amounts were determined by multiplying the closing price of our shares of Class A Common Stock on December 31, 2019 ($44.20), December 31, 2018 ($37.11) and January 4, 2018 ($62.20), respectively, by the number of shares granted or to be granted. No shares have been granted as of the date of this proxy statement for the performance period ending October 31, 2019. |
| | (3) | Amounts represent the cash awards earned under the STIP and LTIP. See “Compensation Discussion and Analysis - Elements of Our Compensation Program - Short-Term Incentive Plan” and “- Long-Term Incentive Plan.” The cash awards earned under the STIP and LTIP for fiscal 2019, 2018 and 2017 are as follows:
|
(4) Amounts represent the change in the pension value for each NEO, including amounts accruing under our pension plans, the SERP, the DC SERP, the NQSP and the NQDCP. During fiscal 2021, the Company accrued above market interest with respect to the DC SERP, a nonqualified defined contribution plan, for Mr. Hilsheimer in the amount of $39,510 which was equal to the difference between the interest accrued at 2.93% and that which would have accrued at 0.17% (120% of the long-term applicable federal rate for October 2020). During fiscal 2021, the Company accrued above market interest with respect to the NQSP, a nonqualified defined contribution plan, for Mr. Rosgaard in the amount of $736 which was equal to the difference between the interest accrued at 2.93% and that which would have accrued at 0.17% (120% of the long-term applicable federal rate for October 2020). None of the NEOs who participate in the NQDCP receive preferential or above market earnings. See " Executive Compensation Tables - Pension Benefits and Nonqualified Retirement and Deferred Compensation" for a description of all these plans. | | | | | | | | | | | | | | Name | Fiscal Year | | Short Term Incentive Plan Awards ($) |
| Long-Term Incentive Plan Awards ($) | | Total Non-Equity Incentive Plan Compensation Awards ($) | | Peter G. Watson | 2019 | | 1,258,008 |
| 2,083,340 | | 3,341,348 | | 2018 | | 2,334,624 |
| 2,445,795 | | 4,780,419 | | 2017 | | 1,078,111 |
| 592,428 | | 1,670,539 | | Lawrence A. Hilsheimer | 2019 | | 615,441 |
| 923,072 | | 1,538,513 | | 2018 | | 1,081,978 |
| 1,149,283 | | 2,231,261 | | 2017 | | 548,964 |
| 490,702 | | 1,039,666 | | Gary R. Martz | 2019 | | 428,312 |
| 616,708 | | 1,045,020 | | 2018 | | 744,134 |
| 769,289 | | 1,513,423 | | 2017 | | 372,496 |
| 341,590 | | 714,086 | | Michael Cronin | 2019 | | 340,968 |
| 454,149 | | 795,117 | | 2018 | | 649,609 |
| 564,232 | | 1,213,841 | | 2017 | | 341,250 |
| 132,318 | | 473,568 | | Ole Rosgaard | 2019 | | 365,534 |
| 394,373 | | 759,907 | | 2018 | | 550,269 |
| 404,420 | | 954,689 | | 2017 | | 275,876 |
| 143,836 | | 419,711 | |
(5) For NEOs based in the U.S., amounts represent our contributions to the 401(k) plan, subject to Internal Revenue Service and ERISA limitations, premiums paid for life insurance and health insurance premiums, the value of the annual wellness physical and any other perquisites paid by us to or on behalf of such NEO during fiscal years 2021, 2020 and 2019.
| | (4) | Amounts represent the change in the pension value for each NEO, including amounts accruing under our pension plans, the SERP, and the DC SERP. None of the NEOs who participate in the nonqualified deferred compensation plan receive preferential or above market earnings. During fiscal 2019, the Company accrued above market interest with respect to the DC SERP, a nonqualified defined contribution plan, for Mr. Hilsheimer in the amount of $4,038 which equaled the difference between the interest accrued at 3.27% and that which would have accrued at 3.06% (120% of the long term applicable federal rate for October 2018). |
| | (5) | For NEOs based in the U.S., amounts represent our contributions to the 401(k) plan, subject to Internal Revenue Service and ERISA limitations, premiums paid for life insurance and health insurance premiums, the value of the annual wellness physical and any other perquisites paid by us to or on behalf of such NEO during fiscal years 2019, 2018 and 2017. |
| | | | | | | | | | | | | | | | | | | | | | | | Name | Year | 401(k) Match and Contribution ($)† |
| Company paid Life Insurance and other Premiums ($)†† | Value of Wellness Physical Exams ($) |
| DC SERP ($)††† | | Perquisites and Other Personal Benefits ($)†††† | | Total All Other Compensation ($) | | Peter G. Watson | 2019 | 8,796 |
| 1,905 | | 2,800 |
| — | | — | | 13,501 | | 2018 | 7,854 |
| 1,905 | | 2,800 |
| — | | — | | 12,559 | | 2017 | 8,100 |
| 2,220 | | 2,800 |
| — | | — | | 13,120 | | Lawrence A. Hilsheimer | 2019 | 16,800 |
| 1,905 | | — |
| 279,460 | | 75 | | 298,240 | | 2018 | 16,500 |
| 1,905 | | 727 |
| 316,634 | | — | | 335,766 | | 2017 | 8,100 |
| 2,220 | | — |
| 232,612 | | — | | 242,392 | | Gary R. Martz | 2019 | 8,400 |
| 1,905 | | 2,800 |
| — | | 75 | | 13,180 | | 2018 | 8,250 |
| 1,905 | | 2,800 |
| — | | — | | 12,955 | | 2017 | 8,100 |
| 2,220 | | 2,800 |
| — | | — | | 13,120 | | Michael Cronin | 2019 | — |
| 37,898 | | — |
| — | | 89,791 | | 127,689 | | 2018 | — |
| 38,162 | | — |
| — | | 80,650 | | 118,812 | | 2017 | — |
| 27,024 | | — |
| — | | 70,488 | | 97,180 | | Ole Rosgaard | 2019 | 16,800 |
| 1,905 | | 2,800 |
| — | | 75 | | 21,580 | | 2018 | 16,500 |
| 1,905 | | 2,800 |
| — | | — | | 21,205 | | 2017 | 8,100 |
| 2,220 | | — |
| — | | — | | 10,320 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Year | 401(k) Match and Contribution ($)† | Company paid Life Insurance and other Premiums ($)†† | Value of Wellness Physical Exams ($) | DC SERP ($)††† | NQSP ($)†††† | Perquisites and Other Personal Benefit ($)††††† | Total All Other Compensation ($) | Peter G. Watson | 2021 | 8,700 | | 1,758 | | 3,600 | | — | | — | | 87 | | 14,145 | | 2020 | 8,550 | | 1,868 | | 3,600 | | — | | — | | — | | 14,018 | | 2019 | 8,796 | | 1,905 | | 2,800 | | — | | — | | — | | 13,501 | | Lawrence A. Hilsheimer | 2021 | 17,400 | | 1,758 | | 790 | | 360,514 | | — | | 4,752 | | 385,214 | | 2020 | 17,100 | | 1,868 | | 732 | | 240,260 | | — | | 351,712 | | 611,672 | | 2019 | 16,800 | | 1,905 | | — | | 279,460 | | — | | 75 | | 298,240 | | Ole G. Rosgaard | 2021 | 16,996 | | 1,758 | | 3,600 | | — | | 75,381 | | 87 | | 97,822 | | 2020 | 17,100 | | 1,868 | | — | | — | | — | | — | | 18,968 | | 2019 | 16,800 | | 1,905 | | 2,800 | | — | | — | | 75 | | 21,580 | | Gary R. Martz | 2021 | 8,700 | | 1,758 | | 3,600 | | — | | — | | 87 | | 14,145 | | 2020 | 8,550 | | 1,868 | | 3,600 | | — | | — | | — | | 14,018 | | 2019 | 8,400 | | 1,905 | | 2,800 | | — | | — | | 75 | | 13,180 | | Michael Cronin | 2021 | — | | 43,462 | | — | | — | | — | | 135,604 | | 179,066 | | 2020 | — | | 43,984 | | — | | — | | — | | 96,990 | | 140,974 | | 2019 | — | | 37,898 | | — | | — | | — | | 89,791 | | 127,689 | |
† This column includes an additional retirement contribution for Messrs. Hilsheimer and Rosgaard who are U.S. employees not eligible to participate in the the U.S. pension plan. This additional employer contribution is equal to three percent of their eligible compensation subject to IRS limitations. †† This column includes Company paid life insurance, accidental death and disability, and long-term disabilitydisability. ††† This column includes pay credits and global medicalnon-above market interest credits accrued with respect to Mr. Hilsheimer's benefits under the DC SERP as of October 31, 2021 in the amount of $360,514. See “Executive Compensation Tables - Nonqualified Retirement and dental insuranceDeferred Compensation - Supplemental Executive Retirement Plan” for a description of the DC SERP. †††† This column includes pay credits and evacuation premiums.non-above market interest credits accrued with respect to Mr. Rosgaard's benefits under the NQSP as of October, 31, 2021 in the amount of $75,381. See “Executive Compensation Tables - Nonqualified Retirement and Deferred Compensation - Supplemental Executive Retirement Plan” for a description of the NQSP. | | ††† | This column includes pay credits and non-above market interest credits accrued with respect to the DC SERP. Mr. Hilsheimer's benefits under the DC SERP as of October 31, 2019 total $1,352,758 in pay credits. Mr. Hilsheimer is not vested in these benefits under the DC SERP. See “Compensation Discussion and Analysis - Retirement and Deferred Compensation Plans - Supplemental Executive Retirement Plans” for a description of the DC SERP. |
†††† This column typically includes benefits related to expatriate assignments and other miscellaneous benefits. The amount for Messrs. Hilsheimer,Watson, Rosgaard and Martz and Rosgaard reflectsin fiscal 2021 represents the amount of a holiday gift card provided to corporate employeesemployee in December 2018.2020. The amountamounts for Mr. Cronin represents perquisites customary to his assignment in Europe, such as a pension contribution gap, tax preparation services and a housing allowance paid by the Company to or on behalf of Mr. Cronin as set forth below. Mr. Hilsheimer's amount in fiscal 2021, represents the amount of a holiday gift card provided to corporate employee in December 2020 and the amount paid by the Company for tax preparation services fee reimbursement related to the Company's 409A operational error and account distribution under the NQDCP that occurred in fiscal 2020.
| | | | | | | | | | | | | | | | Pension Contribution Gap ($) | Tax Preparation ($) | Housing Allowance ($) | Total ($) | 2021 | 76,977 | | 2,049 | | 56,578 | | 135,604 | 2020 | 55,882 | | — | | 41,108 | | 96,990 | | 2019 | 50,899 | | — | | 38,892 | | 89,791 | |
(6) Mr. Cronin’s compensation is paid in Euros and has been converted to U.S. Dollars using an exchange rate of 1.160564, 1.174 and 1.1112 for fiscal years 2021, 2020 and 2019, respectively. Greif - Proxy Statement 35
| | | | | | | | | | | Pension Contribution Gap ($) |
| Tax Preparation ($) |
| Housing Allowance ($) |
| Total ($) |
| 2019 | 50,899 |
| — |
| 38,892 |
| 89,791 |
| 2018 | 40,844 |
| — |
| 39,806 |
| 80,650 |
| 2017 | 30,514 |
| 1,109 |
| 38,865 |
| 70,488 |
|
Grants of Plan-based Awards in Fiscal 2021
| | | (7) | Mr. Cronin’s compensation is paid in Euros and has been converted to U.S. Dollars using an exchange rate of 1.1112, 1.136097 and 1.110424 for fiscal years 2019, 2018 and 2017, respectively. |
| | Grants of Plan-based Awards in Fiscal 2019 |
The following table summarizes grants of non-equity and stock-based compensation awards made during fiscal 20192021 to the NEOs. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Grant Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | All Other Stock Awards: Number of Shares of Stocks (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Peter G. Watson | | | | | | | | | | STIP | 12/17/2020 | 681,250 | | 1,362,500 | | 2,725,000 | | | | | | | LTIP - RSUs | 12/17/2020 | | | | | | | 26,622 | 1,291,167 | LTIP - PSUs | 12/17/2020 | | | | 22,438 | 67,995 | 135,990 | | 3,210,724 | Lawrence A. Hilsheimer | | | | | | | | | | STIP | 12/17/2020 | 358,372 | | 716,743 | | 1,433,486 | | | | | | | LTIP - RSUs | 12/17/2020 | | | | | | | 13,504 | 654,944 | LTIP - PSUs | 12/17/2020 | | | | 7,317 | 22,172 | 44,344 | | 1,046,962 | Ole G. Rosgaard | | | | | | | | | | STIP | 12/17/2020 | 237,600 | | 475,200 | | 950,400 | | | | | | | LTIP - RSUs | 12/17/2020 | | | | | | | 8,288 | 401,968 | LTIP - PSUs | 12/17/2020 | | | | 4,491 | 13,608 | 27,216 | | 642,570 | Gary R. Martz | | | | | | | | | | STIP | 12/17/2020 | 252,031 | | 504,062 | | 1,008,125 | | | | | | | LTIP - RSUs | 12/17/2020 | | | | | | | 9,227 | 447,510 | LTIP - PSUs | 12/17/2020 | | | | 5,000 | 15,150 | 30,300 | | 715,383 | Michael Cronin (6) | | | | | | | | | | STIP | 12/17/2020 | 197,652 | | 395,304 | | 790,608 | | | | | | | LTIP - RSUs | 12/17/2020 | | | | | | | 6,069 | 294,347 | LTIP - PSUs | 12/17/2020 | | | | 4,491 | 9,965.00 | | 27,216 | | 470,547 |
(1) The date the RSUs and PSUs were granted to participates, including our NEOs. (2) In fiscal 2021, each NEO was selected to participate in the STIP. The amounts represent the threshold (50%), target (100%) and maximum (200%) cash award opportunity under the STIP for the performance period beginning November 1, 2020 and ending October 31, 2021. See “Compensation Discussion and Analysis - Elements of Our Compensation Program - Short-Term Incentive Plan.” The actual payments earned by each NEO in fiscal 2021 and paid in fiscal 2022 are shown in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. (3) In fiscal 2021, each NEO was selected to participate in the LTIP. The amounts represent the threshold (33%), target (100%) and maximum (200%) PSU award opportunity under the 2020 LTIP for the three-year performance period beginning November 1, 2020 and ending October 31, 2023. The PSUs granted may vest depending on performance results achieved during the performance period approximately three-years after the completion of the performance period subject to certain forfeiture events. See “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentive Plan.” (4) In fiscal 2021, each NEO was selected to participate in the LTIP. The amounts represent the RSU awards granted to each NEO under the 2020 LTIP for the performance period beginning November 1, 2020 and ending October 31, 2023. The RSUs granted are time-based and will vest on January 16, 2024 subject to certain forfeiture events. See “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentive Plan.” (5) The grant date fair market value of the RSUs and PSUs granted in fiscal 2021 were calculated in accordance with FASB ASC Topic 718 (excluding the effect of forfeitures) as of December 17, 2020. For RSUs, the market or payout value has been determined by multiplying the number of RSUs awarded by $48.50, the weighted average fair market value of the RSUs. For PSUs, the market or payout value has been determined by multiplying the number of PSUs awarded at target by $47.22, the weighted average fair market value of the PSUs. (6) Mr. Cronin's awards are valued in Euros and have been converted to U.S. Dollars using an exchange rate of 1.160564 for STIP and 1.145785903 for LTIP - RSUs and PSUs.
Greif - Proxy Statement 36
| | | | | | | | | | | | | | | | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)(2) | | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stocks (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | Threshold ($) | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | Peter G. Watson | | | | | | | | | | | | | Long-Term | 12/12/2018 | 1,236,667 |
| 3,710,000 |
| 7,420,000 |
| | -- | -- | -- | -- | -- | -- | -- | Short term | 12/12/2018 | 662,500 |
| 1,325,000 |
| 2,650,000 |
| | -- | -- | -- | -- | -- | -- | -- | Lawrence A. Hilsheimer | | | | | | | | | | | | | Long-Term | 12/12/2018 | 504,168 |
| 1,512,503 |
| 3,025,006 |
| | -- | -- | -- | -- | -- | -- | -- | Short term | 12/12/2018 | 324,108 |
| 648,215 |
| 1,296,430 |
| | -- | -- | -- | -- | -- | -- | -- | Gary R. Martz | | | | | | | | | | | | | Long-Term | 12/12/2018 | 340,847 |
| 1,022,540 |
| 2,045,080 |
| | -- | -- | -- | -- | -- | -- | -- | Short term | 12/12/2018 | 225,560 |
| 451,120 |
| 902,240 |
| | -- | -- | -- | -- | -- | -- | -- | Michael Cronin | | | | | | | | | | | | | Long-Term | 12/12/2018 | 194,576 |
| 583,727 |
| 1,167,454 |
| | -- | -- | -- | -- | -- | -- | -- | Short term | 12/12/2018 | 189,712 |
| 379,423 |
| 758,846 |
| | -- | -- | -- | -- | -- | -- | -- | Ole Rosgaard | | | | | | | | | | | | | Long-Term | 12/12/2018 | 227,948 |
| 683,843 |
| 1,367,686 |
| | -- | -- | -- | -- | -- | -- | -- | Short term | 12/12/2018 | 177,293 |
| 354,585 |
| 709,170 |
| | -- | -- | -- | -- | -- | -- | -- |
| | | (1) | In fiscal 2019, each NEO was selected to participate in the LTIP for the performance period beginning November 1, 2018 and ending October 31, 2021. If the performance goals are achieved for that performance period, then awards will be made based on a percentage of such person’s average base salary (exclusive of any bonus and other benefits) during the three-year performance period. For the performance period, the threshold and maximum levels are 33% and 200%, respectively, of the target award. Estimated future payouts are based on each NEO’s salary as of January 1, 2019, and are to be paid 50% in cash and 50% in restricted shares of our Class A and/or Class B Common Stock, as determined by the Special Subcommittee, with the number of restricted shares awarded being based on the average closing price of such restricted shares during the 90-day period preceding the day that the performance criteria for the performance period was established. See “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentive Plan.” |
| | (2) | In fiscal 2019, each NEO was selected to participate in the STIP. Under the STIP, threshold, target and maximum levels of each individual NEO’s award potential are established for each performance period, based on Corporate RONA. Approved target awards for fiscal 2019 are based upon a percentage of each NEO’s base salary paid during fiscal 2019. See “Compensation Discussion and Analysis - Elements of Our Compensation Program - Short Term Incentive Plan.” The actual payments earned by each NEO in fiscal 2019 and paid in fiscal 2020 are shown in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. |
Since 2006, we have not issued stock options or made stock awards to our executive officers or employees, other than as a component of the LTIP or in certain circumstances, as a component of compensation packages offered to attract new key employees. Although it is the Compensation Committee’s current intention to use only the LTIP for stock-based compensation to executive officers and other key employees, stock option and stock awards could be granted by the Compensation Committee under our 2001 Management Equity Incentive and Compensation Plan (the “2001 Plan”). The 2001 Plan provides for the award of incentive and nonqualified stock options and restricted and performance shares of Class A Common Stock to key employees. The maximum number of shares that could be issued each year is determined by a formula that takes into consideration the total number of shares outstanding and is also subject to certain limits. In addition, the maximum number of shares that may be issued under the 2001 Plan during its term for incentive stock options is 5,000,000 shares. The shares of Class A Common Stock subject to the 2001 Plan have been registered under the Securities Act of 1933. No option may vest less than two years after the grant date and or be exercised greater than ten years after its grant date. In addition, no options granted under the 2001 Plan can be repriced or repurchased by us without stockholder approval. In general, options may not be transferred by the option holder, except that the Compensation Committee may, in its sole discretion, permit transfers by the option holder to his or her spouse, children, grandchildren and certain other relatives or a trust for the principal benefit of one or more such persons or to a partnership whose only partners are one or more such persons.
| | Equity Compensation Plan Information(1) |
The following table summarizes the number of securities remaining available for future issuance under each approved equity compensation plan as of October 31, 2021.
| | | | | | | | | | | | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | Equity Compensation Plans Approved by Security Holders (2) (1) | — | — | | 2001 Plan (2) | — | — | 3,990,000 | 2005 Outside Directors Equity Award Plan (3) | — | — | 65,238 | 2006 LTIP (4) | — | — | 516,473 | 2020 LTIP (5) | — | — | 5,000,000 | Equity Compensation Plans Not Approved by Security Holders | — | — | — | Total: | — | — | — |
(1) Information as of October 31, 2021. See “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentive Plan” for a description of the 2020 LTIP and “Director Compensation for Fiscal 2021 - Director Compensation Arrangements” for a description of the 2005 Outside Director Equity Award Plan. (2) The 2001 Management Equity Incentive and Compensation Plan (the "2001 Plan") provides for the award of incentive and nonqualified stock options and restricted and performance shares of Class A Common Stock to key employees. The 2001 Plan contains a formula for calculating the number of shares available for future issuance. This formula provides that the maximum number of shares which may be issued each calendar year under the 2001 Plan is equal to the sum of (a) 5.0% of the total outstanding shares as of the last day of our immediately preceding fiscal year, plus (b) any shares related to awards under the 2001 Plan that, in whole or in part, expire or are unexercised, forfeited, or otherwise not issued to a participant or returned to the 2001 Plan, plus (c) any unused portion of the shares available under (a), above, for the immediately preceding two fiscal years as a result of not being made subject to a grant or award in such preceding two fiscal years. The approximate number of shares that may be issued under the 2001 Plan in fiscal 2021 is 3,990,000 shares. The maximum number of shares that may be issued under the 2001 Plan with respect to incentive stock options is 5,000,000 shares, with 1,072,311 shares remaining available for future issuance under this limitation. Stock options have not been issued under the 2001 Plan since 2006. (3) Shares of our Class A Common Stock may be issued under the 2005 Outside Directors Equity Award Plan. (4) Shares of our Class A and/or B Common Stock may be awarded under the 2006 LTIP. At the 2020 annual meeting, stockholders approved adding 750,000 shares to the 2006 LTIP. On February 28, 2020, 153,275 shares were issued for the 2017-2019 performance period. On January 19, 2021, 80,252 shares were issued for the 2018-2020 performance period. On December 16, 2021, 46,518 shares were issued for the 2019-2021 performance period. (5) Shares of our Class A and/or B Common Stock may be awarded under the 2020 LTIP. To date, no shares have been issued under the 2020 LTIP, As of October 31, 2021, 144,380 and 131,522 RSUs and 253,866 and 240,235 PSUs were granted under the 2020 LTIP for the 2020-2022 and the 2021-2023 performance periods, respectively. These amounts do not include cash equivalent RSUs and PSUs issued to participants in select countries where impediments exist related to the issuance of stock. Stock units are subject to forfeiture upon termination of employment and for failure to achieve performance targets. Stock awards under the 2020 LTIP will not occur until after fiscal year-end 2022.
| | (1) | Information as of October 31, 2019. |
| | (2) | These plans include the 2001 Plan, under which shares of our Class A Common Stock may be issued, the 2005 Outside Directors Equity Award Plan, under which shares of our Class A Common Stock may be issued, and the Current LTIP, under which restricted shares of our Class A and Class B Common Stock may be issued. See “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentive Plan,” “Executive Compensation - Stock-based Compensation,” and “Director Compensation for Fiscal 2019 - Director Compensation Arrangements” for a further description of these plans. Stock options are no longer issued under the incentive stock option plan. |
| | (3) | A total of 118,692 shares of Class A Common Stock remain available for future issuance under the 2005 Outside Directors Equity Award Plan. The Current LTIP does not currently contain a limit on, or a formula for calculating, the number of shares available for future issuance under that Plan. The 2001 Plan contains a formula for calculating the number of shares available for future issuance under that 2001 Plan. This formula provides that the maximum number of shares which may be issued each calendar year under the 2001 Plan is equal to the sum of (a) 5.0% of the total outstanding shares as of the last day of our immediately preceding fiscal year, plus (b) any shares related to awards under the 2001 Plan that, in whole or in part, expire or are unexercised, forfeited, or otherwise not issued to a participant or returned to the Company, plus (c) any unused portion of the shares available under (a), above, for the immediately preceding two fiscal years as a result of not being made subject to a grant or award in such preceding two fiscal years. The approximate number of shares that may be issued under the 2001 Plan in fiscal 2020 is 3,900,000 shares. The maximum number of shares that may be issued under the 2001 Plan with respect to incentive stock options is 5,000,000 shares, with 1,072,311 shares remaining available for future issuance under this limitation. |
| | Outstanding Equity Awards at Fiscal Year-End 2021 |
AsThe following table summarizes the outstanding stock awards held by each NEO as of October 31, 2021. There are no outstanding stock options.
| | | | | | | | | | | | | | | Name | Stock Awards | Numbers of Shares or Units of Stock that have not Vested (#) (1) | Market Value of Shares or Units of Stock that have not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights that have not Vested ($) (4) | Peter G. Watson | 54,935 | 3,568,578 | | 137,822 | | 8,952,917 | | Lawrence A. Hilsheimer | 28,354 | 1,841,876 | | 45,716 | | 2,969,711 | | Ole G. Rosgaard | 16,020 | 1,040,659 | | 25,867 | | 1,680,320 | | Gary R. Martz | 19,374 | 1,258,535 | | 31,238 | | 2,029,220 | | Michael Cronin (5) | 12,715 | 825,966 | | 20,502 | | 1,331,810 | |
(1) Represents the total number of RSUs granted under the 2020 LTIP for the 2020-2022 and 2021-2023 performance period. The 2020-2022 RSUs vest on January 15, 2023 and the 2021-2023 RSUs vest on January 16, 2024. (2) Represents the market or payout value of the RSUs determined by multiplying the closing price of our shares of Class A Common Stock on October 29, 2021 ($64.96) by the number of RSUs granted. (3) Represents the total number PSUs granted at the target performance level under the 2020 LTIP for the 2020-2022 and 2021-2023 performance period performance period. The PSU vesting date will be specified by the Compensation Committee following the end of fiscal 2019, there were no stock-based compensation awards outstandingthe performance period. The vesting date for the NEOs. As discussed in “Stock-based Compensation” above, since 2006, we have not issued stock options2020-2022 PSUs will be no sooner than January 14, 2023 and no later than March 15, 2023 and the vesting date for the 2021-2023 PSUs will be no sooner than January 14, 2024 and no later than March 15, 2024. Greif - Proxy Statement 37
(4) Represents the market or made stock awards to our executive officers or employees, including the NEOs, other than as a componentpayout value of the PSUs determined by multiplying the closing price of our shares of Class A Common Stock on October 29, 2021 ($64.96) by the number of PSUs granted at target performance level. (5) Mr. Cronin's awards are valued in Euros and have been converted to U.S. Dollars using an exchange rate of 1.141023611 and 1.1145785903 for the 2020 LTIP or in certain circumstances, as a component of compensation packages offered to attract new key employees. for the 2020-2022 and 2021-2023 performance periods, respectively. | | | Option Exercises and Stock Vested in Fiscal 2021 |
We had no stock-basedNo equity-based compensation awards were exercised or vested during fiscal 2019.
Pension Plans We have a tax-qualified defined benefit plan that is intended to meet the requirements of Section 401(a) of the Code for our U.S. employees hired prior to November 1, 2007, who have long and continuous service before retirement. Benefits payable under this pension plan are funded entirely through Company contributions to a trust fund. This pension plan provides for a lump sum payment or a monthly benefit for the participant’s lifetime upon reaching the normal retirement age under this pension plan, which is 65. The monthly benefit is calculated by multiplying the participant’s annual average compensation (calculated using the five highest complete years of the last ten years of compensation or the final sixty months of compensation, whichever is higher, capped at Code limits) by 35% and by the participant’s years of service divided by the years the participant could have worked until his or her normal retirement date divided by 12. “Compensation” for purposes of the pension plan includes base salary and payments under the STIP. Participants are 100% vested in this pension plan once they have been credited with five years of service with the Company. Messrs. Watson and Martz are the only NEOs eligible to participate in this pension plan, and both are fully vested in their benefits under this pension plan. Once a participant is fully vested, the participant will have earned a nonforfeitable right to a benefit under this pension plan. Benefits may commence at the later of age 65 or five years vested in this pension plan. This pension plan offers early retirement benefits at age 55 on a reduced basis with a required 15 years of service. Messrs. Watson and Martz are both eligible for early retirement benefits under this pension plan. Mr. Cronin participates in pension plans sponsored by a subsidiary of the Company in the Netherlands. Benefits payable under these pension plans are funded entirely through such subsidiary's contributions to a trust fund. These pension plans provide benefits to Mr. Cronin upon his reaching the normal retirement age under Dutch law, which is 68. Benefits accrue at the rate ofof 1.875% and 1.75%, respectively, per year of service on separate portions of a participant's base salary subject to limitations imposed by Dutch law. Participants under the plans vest in their benefits immediately. Therefore, Mr. Cronin is fully vested in the benefits of these pension plans. Mr. Cronin’s pension plans do not offer early retirement benefits.
Supplemental Executive Retirement Plan Our SERP provides benefits for a select group of executive officers, including our NEOs, who participate in the above described pension plan. The plan is considered to be an “unfunded” arrangement as amounts generally will not be set aside or held by the Company in a trust, escrow, or similar account. The benefit from the pension plan and the SERP is equal to a target percentage (ranging from 40% to 50% depending on job classification) times the executive officer’s highest three-year average compensation of the last five years worked by the executive officer and reduced for less than 20 years of continuous service and for receiving benefits prior to the executive officer’s normal retirement age. “Compensation” for purposes of the SERP includes base salary and payments under the STIP, and benefits are payable quarterly under the SERP for 15 years. “Normal retirement age” under the SERP is 65. Generally, vesting under the SERP requires 10 years of service or the attainment of the normal retirement age with at least five years of service.age. Messrs. Watson and Martz are the only NEOs eligible to participate in the SERP, and both are fully vested in their benefits under the SERP. The SERP offers early retirement benefits on a reduced basis to vested participants. Messrs. Watson and Martz are both eligible for early retirement benefits under the SERP. Pension Benefits in Fiscal 20192021 The table below sets forth the years of service and present value of the accumulated benefit for each of the eligible NEOs under the pension plans and the SERP described above as of October 31, 2019.2021. Messrs. Hilsheimer and Rosgaard are not eligible to participate in our pension plans or SERP. | | | | | | | | | | | | | | | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1)(2)(3) | Payments During Last FY ($) | Peter G. Watson | U.S. Pension Plan | 22 | 1,078,235 | | — | | SERP | 10 | 8,803,225 | | — | | Gary R. Martz | U.S. Pension Plan | 20 | 945,259 | | — | | SERP | 20 | 6,415,856 | | — | | Michael Cronin | Netherlands Pension Plan | 7 | 267,026 | | — | |
Greif - Proxy Statement 38
| | | | | | | | | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1)(2)(3) | Payments During Last Fiscal Year ($) | Peter G. Watson | U.S. Pension Plan | 20 |
| 850,570 |
| — |
| SERP | 8 |
| 5,092,510 |
| — |
| Gary R. Martz | U.S. Pension Plan | 18 |
| 735,217 |
| — |
| SERP | 18 |
| 4,459,524 |
| — |
| Michael Cronin | Netherlands Pension | 5 |
| 187,931 |
| — |
| | SERP | — |
| — |
| — |
|
(1) Assumptions for calculations: | | (1) | Assumptions for calculations: |
(A) Age 65 commencement for Messrs. Watson and Martz and age 67 commencement for Mr. Cronin; (B) No decrements for death nor termination prior to age 65; (C) RP-2014 Projected MortalityThe mortality assumption for the U.S. pension plan. Forplan uses Pri-2012 projected forward using the MP-2021 and MP-2020 projected scale as of October 31, 2021, and 2020, respectively, and MP-2019 to an ultimate annual improvement rate of 0.75% using the Society's of Actuaries mortality table modeling as of October 31, 2019. The mortality tables used for the Netherlands pension plans is the AP Prognosetafel AG 2020 mortality table as of October 31, 2021, and 2020, and the AP Prognosetafel AG 2018 mortality table as of October 31, 2019 and 2018, respectively; and the AP Prognosetafel 2016 mortality table as of October 31, 2017;2019. (D) Discount rates for the U.S. pension plan of 3.33%, 4.61%2.93% 3.01% and 3.28%3.33% as of October 31, 2019, 20182021, 2020 and 2017,2019, respectively; and discount rates for the SERP of 2.93%2.50%, 4.38%2.29% and 3.42%2.93% as of October 31, 2019, 20182021, 2020 and 2017,2019, respectively; and discount raterates for the Netherlands pension plans of 0.75%1.13%, 1.65%0.75% and 1.55%0.75% as of October 31, 2021, 2020 and 2019, 2018respectively. (2) See Note 12 in the Notes to Consolidated Financial Statements included in Item 8 of the 2021 Form 10-K for a discussion of the valuation method and 2017,material assumptions applied in quantifying the present value of the accumulated benefit. (3) Mr. Cronin’s Netherlands Pension benefits were calculated in Euros and converted to U.S. Dollars using an exchange rate of 1.1606, 1.1745, and 1.1112 for fiscal years 2021, 2020 and 2019, respectively.
| | | (2) | See Note 12 in the Notes to Consolidated Financial Statements included in Item 8 of the 2019 Form 10-K for a discussion of the valuation methodNonqualified Retirement and material assumptions applied in quantifying the present value of the accumulated benefit. |
| | (3) | Mr. Cronin’s Netherlands Pension benefits were calculated in Euros and converted to U.S. Dollars using an exchange rate of 1.1112, 1.136097 and 1.1610 for fiscal years 2019, 2018 and 2017, respectively. |
| | Nonqualified Deferred Compensation |
Supplemental Executive Retirement Plan We have a defined contribution supplement executive retirement plan ("DC SERP") for certain executive officers who are not eligible to participate in the pension plan. We accrue an amount equal to a specified percentage of the executive officer's base salary and annual short-term incentive plan bonus payments. This account is also credited annually with interest based on the discount rate used under the U.S. pension plan. Vesting under the DC SERP requires 10 years of service or the attainment of age 65. Vested executive officers are entitled to the payment of a future benefit upon retirement equal to the accrued amounts and credited interest, which is payable in equal installments quarterly over 15 years. The table below sets forth certain information concerning Mr. Hilsheimer's benefits under the DC SERP as of October 31, 2021. Mr. Hilsheimer is the only NEO currently participating in the DC SERP. He is not fully vested in his accumulated benefit under the DC SERP. | | | | | | | | | | | | | | | | | | Name | Plan Name | Number of Years Credited Service (#) | Value of Pay Credits and Above Market Interest in Last FY ($)(1) | Present Value of Accumulated Benefit ($) (2)(3) | Payments During Last FY ($) | Lawrence A. Hilsheimer | DC SERP | 7 | 392,502 | | 2,002,057 | | — | |
(1) The amount in this column represents pay credits and non-above market interest credits accrued during fiscal 2021 under the DC SERP. This amount is also included in Mr. Hilsheimer's fiscal 2021 compensation in the Summary Compensation Table. (2) The amount in this column represents the total value of pay credits and non-above market interest accrued under the DC SERP. This amount is not included in Mr. Hilsheimer's fiscal 2021 compensation in the Summary Compensation Table. (3) The mortality assumption for the DC SERP uses Pri-2012 projected forward using the MP-2021 projected scale as of October 31, 2021 and a discount rate for the DC SERP of 2.93% as of October 31, 2021. Greif - Proxy Statement 39
Nonqualified Supplemental Deferred Compensation Plan We have a nonqualified supplemental deferred compensation plan ("NQSP") for certain executive officers who do not participate in the SERP or DC SERP described above. This plan credits eligible officers who are employed on December 31 of each calendar year with a contribution equal to the maximum employer contribution rate under the Company's 401(k) Plan, multiplied by the excess, if any, of the sum of the officer's base salary and annual short-term incentive plan bonus payments, over the maximum compensation limit under Code Section 401(a)(17) for the applicable year. This plan also permits discretionary Company contributions, which may vary by eligible executive officer. The Company does not presently intend to make any discretionary contribution. The plan is compliant with the regulations promulgated by the IRS under Code Section 409A. We distribute the vested deferred balance upon retirement, termination from employment, death or disability based on a schedule selected by the officer either a lump sum or five annual installments. The table below sets forth certain information concerning Mr. Rosgaard's benefits under the NQSP as of October 31, 2021. Mr. Rosgaard is the only NEO currently participating in the NQSP. He is not fully vested in his accumulated benefit under the NQSP.
| | | | | | | | | | | | | | | | | | Name | Plan Name | Number of Years Credited Service (#) | Value of Pay Credits and Above Market Interest in Last FY ($)(1) | Present Value of Accumulated Benefit ($) (2)(3) | Payments During Last FY ($) | Ole G. Rosgaard | NQSP | 1 | $76,072 | $102,795 | — | |
(1) The amount in this column represents pay credits and non-above market interest credits accrued during fiscal 2021 under the NQSP. This amount is also included in Mr. Rosgaard's fiscal 2021 compensation in the Summary Compensation Table. (2) The amount in this column represents the total value of pay credits and non-above market interest accrued under the NQSP. This amount is not included in Mr. Rosgaard's fiscal 2021 compensation in the Summary Compensation Table. (3) The mortality assumption for the NQSP uses Pri-2012 projected forward using the MP-2021 projected scale as of October 31, 2021 and a discount rate for the NQSP of 2.93% as of October 31, 2021. Nonqualified Deferred Compensation Plan We have a NQDCP for our executive officers, including our NEOs, which provides a vehicle for our executive officers to elect to defer their compensation. This nonqualified deferred compensation plan is intended to meet the requirements of Section 409A of the Code. A participant’s base salary, STIP and LTIP cash payments are all eligible for deferral under this plan, and participants may defer up to 100% of their compensation. We do not currently match any compensation deferred by participants or provide any other discretionary contributions under this plan. A participant’s deferred compensation (along with company-match or contributions, if any) is deposited into an account with a rabbi trust to protect and segregate such funds. Deferred funds are invested in a similar range of investment options as are available in our 401(k) plan. The funds in a participant’s account are distributed to a participant upon his or her retirement in a lump sum or in equal annual installments over a five- or ten-year period, as elected by the participant, or in a lump sum upon a participant’s termination of employment, death or disability or a change in control of the Company. Subject to the terms of the plan, participants may also receive a distribution of funds for an “unforeseeable emergency.” A participant is fully vested in his or her own deferral contributions, but the right to company-matchingCompany-matching contributions, if any, is subject to vesting as provided by this plan. Messrs. Hilsheimer and Rosgaard are the only NEOs that have elected to defer compensation under our nonqualified deferred compensation plan.
Nonqualified Deferred Compensation Benefits in Fiscal 20192021 The table below providessets forth certain information regardingconcerning Mr. Rosgaard's benefits under the accounts of our NEOs who have deferred compensation under our nonqualified deferred compensation plan described aboveNQDCP as of October 31, 2019.2021. Mr. Rosgaard is the only NEO that has elected and deferred compensation under the NQDCP. He is fully vested in his aggregate balance under the NQDCP. | | | | | | | | | | | | | | | | | | | | | Name | Plan Name | Executive Contributions in Last FY ($)(1)(2) | Company Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FYE ($) | Ole G. Rosgaard | NQDCP | 11,542 | — | | — | | — | | 200,638 |
| | | | | | | | | | | | Name | Executive Contributions in Last FY ($)(1)(2) | Company Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | Lawrence A. Hilsheimer | — |
| — |
| 33,663 |
| — |
| 343,283 |
| Ole Rosgaard | 81,775 |
| — |
| 1,811 |
| — |
| 143,185 |
|
(1)The amount shown only includes LTIP cash awards deferred during fiscal 2021.(2)The amount shown is also included in Mr. Rosgaard's fiscal 2021 compensation in the Summary Compensation Table. | | (1) | The amounts shown above include base salary, STIP and LTIP cash awards deferred during fiscal 2019. |
| | (2) | The contribution amounts included in the table and also reported as fiscal 2019 compensation in the Summary Compensation Table of this proxy statement are $0 and $81,775 for Messrs. Hilsheimer and Rosgaard, respectively. |
| | (3) | The amounts in this column equals the sum of any investment income and capital gains less any capital losses. |
| | Potential Payments Upon Termination or Change in Control |
We have no plans, agreements, contracts or other arrangements providing any NEOof our NEOs with severance or change-in-control benefits. We do not have an employment agreementagreements with any NEO.of our NEOs. All NEOs, as well as all other participants in the LTIP, have agreed to certain post-employment covenants prohibiting them from becoming involved in any enterprise which competes with any business engaged in by the Companyus or itsour subsidiaries. Greif - Proxy Statement 40
Pursuant to Item 402(u) of RegulationRegulation S-K, for fiscal 2019,2021, the ratio of the total annual compensation of our CEO to the total annual compensation of the median employee was 202187 to 1. To identify the median employee, we first determined our global employee population consisting of full-time, part-time, seasonal and temporary employees as of October 1, 2019.28, 2021. We excluded all employees in Algeria (42)Egypt (40), Costa Rica (30), Egypt (42)Guatemala (13), Malaysia (80), Mexico (428)(75), Nigeria (3)(2), Ukraine (385) and Vietnam (218)(246) under the de minimus exception, as the aggregate number of employees in those countries (843)(761) represents less than 5% of our total global employee population of 17,064.15,737. After determining our global employee population, we then used the annual base salary reflected in our internal payroll system, converted into U.S. dollars, as our consistently applied compensation measure. We next annualized the compensation of all permanent employees who joined the Company during the fiscal year. Once the median employees were identified (we have two due to the fact that our population, excluding theour CEO, was an even number), we calculated the median employees' compensation using the same methodology used to calculate the total compensation of theour CEO as set forth in the Summary Compensation Table and average the two numbers. The average median employee annual total compensation was $39,538.$43,200. The annual total compensation of our CEO was $7,974,525$8,098,389 as set forth in the Summary Compensation Table of this proxy statement.
Greif - Proxy Statement 41
AUDIT COMMITTEE MATTERS Report of the Audit Committee The Audit Committee is responsible for monitoring and reviewing our financial reporting process on behalf of the Board of Directors.Board. The Audit Committee consists of four independent directors. The Company’s Board of Directors has determined that all Audit Committee members are “financially literate” as defined by the NYSE standards and that Bruce A. Edwards qualifies as an “audit committee financial expert” as defined by applicable SEC regulations. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and preparation of the consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). In fulfilling its responsibilities, the Audit Committee reviewed the audited consolidated financial statements in the 20192021 Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements. Throughout the year, the Audit Committee also monitored the results of the testing of internal control over financial reporting pursuant to §404 of the Sarbanes-Oxley Act of 2002, reviewed a report from management and internal audit regarding the design, operation and effectiveness of internal control over financial reporting, and reviewed a report from Deloitte & Touche LLP regarding the effectiveness of internal control over financial reporting. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited consolidated financial statements with GAAP, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). In addition, the Audit Committee received written disclosures regarding the independent auditors’ independence from management and the Company, and received a letter confirming that fact from the independent auditors, which included applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and considered the compatibility of nonaudit services with the auditors’ independence. The Audit Committee discussed with our internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets separately with the internal and independent auditors, with and without management present, and separately with management, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting. As discussed above, the Audit Committee is responsible for monitoring and reviewing our financial reporting process. It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures. Members of the Audit Committee are not employees of the Company. Therefore, the Audit Committee has relied, without independent verification, on management’s representation that the consolidated financial statements have been prepared with integrity and objectivity and in conformity with GAAP and on the representations of the independent auditors included in their report on our consolidated financial statements. The Audit Committee’s review does not provide its members with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent auditors do not assure that our consolidated financial statements are presented in accordance with GAAP, that the audit of our consolidated financial statements has been carried out in accordance with the standards of the PCAOB, or that our independent auditors are in fact “independent.” The Audit Committee receives regular reports from our General Counsel with respect to matters coming within the scope of our Code of Business Conduct and Ethics.Conduct. The CEO and the principal financial officer have each agreed to be bound by the Code of Business Conduct and Ethics and the Sarbanes-Oxley Act mandated Code of Ethics for Senior Financial Officers. The Company has also implemented and applied the Code of Business Conduct and Ethics throughout the Company. It also has in place procedures for the receipt of complaints concerning our accounting, internal accounting controls, or auditing practices, including the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing practices. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited consolidated financial statements be included in the 20192021 Form 10-K for filing with the Securities and Exchange Commission. The Audit Committee has selected Deloitte & Touche LLP as our independent auditors for the 20202022 fiscal year.
Submitted by the Audit Committee of the Board of Directors.
Bruce A. Edwards, Committee ChairpersonChair John F. Finn Michael J. Gasser
John W. McNamara Robert M. Patterson
Greif - Proxy Statement 42
Audit Committee Pre-Approval Policy The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent auditors. As part of this responsibility, the Audit Committee is required to pre-approve the audit and permissible non-audit services performed by the independent auditors in order to assure that such services do not impair the auditors’ independence from the Company. The Securities and Exchange Commission has issued rules specifying the types of services that independent auditors may not provide to their audit client, as well as the audit committee’s administration of the engagement of the independent auditors. Accordingly, the Audit Committee has adopted a Pre-Approval Policy (the “Policy”), which sets forth the procedures and the conditions under which services proposed to be performed by the independent auditors must be pre-approved. Pursuant to the Policy, certain proposed services may be pre-approved on a periodic basis so long as the services do not exceed certain pre-determined cost levels. If not pre-approved on a periodic basis, proposed services must otherwise be separately pre-approved prior to being performed by the independent auditors. In addition, any proposed services that were pre-approved on a periodic basis, but later exceed the pre-determined cost level would require separate pre-approval of the incremental amounts by the Audit Committee. The Audit Committee has delegated pre-approval authority to the ChairpersonChair of the Audit Committee for proposed services to be performed by the independent auditors for up to $100,000 per engagement. Pursuant to such Policy, in the event the ChairpersonChair pre-approves services, the ChairpersonChair is required to report decisions to the full Audit Committee at its next regularly-scheduled meeting.
Fees of the Independent Registered Public Accounting Firm Deloitte & Touche LLP served as our independent registered public accounting firm for the fiscal year ended October 31, 2019.2021. It is currently expected that a representative of Deloitte & Touche LLP will be present atattend the Annual Meeting via the live webcast, will have an opportunity to make a statement if such representative so desires and will be available to respond to appropriate questions from stockholders. Our Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for the 20202022 fiscal year. Deloitte & Touche LLP was initially engaged by the Audit Committee as our independent registered public accounting firm in August 2014. All services to be provided by our independent auditors are pre-approved by the Audit Committee, including audit services, audit-related services, tax services and certain other services. See “Audit Committee Pre-Approval Policy.” Aggregate fees billed to the Company for each of the fiscal years ended October 31, 20182021 and October 31, 20192020 by Deloitte & Touche LLP were as follows: | | | | | | | | | Type of Service | 2021 | 2020 | Audit Fees (1) | $6,453,000 | $6,790,000 | Audit-Related Fees (2) | $602,000 | $687,000 | Tax Fees (3) | $2,582,000 | $2,647,000 | All Other Fees (4) | $6,000 | $17,000 | Total | $9,643,000 | $10,141,000 |
| | | | Type of Service | 2019 | 2018 | Audit Fees (1) | $7,610,000 | $6,575,000 | Audit-Related Fees (2) | $888,000 | $506,000 | Tax Fees (3) | $2,424,000 | $1,684,000 | All Other Fees (4) | $23,000 | $43,000 | Total | $10,945,000 | $8,808,000 |
(1)Comprises the audits of our annual financial statements and internal controls over financial reporting and reviews of our quarterly financial statements, attest services and consents to SEC filings. | | (1) | Comprises the audits of our annual financial statements and internal controls over financial reporting and reviews of our quarterly financial statements, attest services and consents to SEC filings. |
| | (2) | Comprises statutory audits of Company subsidiaries, employee benefit plan audits and consultations regarding financial accounting and reporting. |
| | (3) | Comprises services for tax compliance, tax planning and tax advice. Tax compliance includes services for compliance related tax advice, as well as the preparation and review of both original and amended tax returns for the Company and its consolidated subsidiaries. Tax compliance related fees represented $30,000 and $0 of the tax fees for fiscal years 2019 and 2018, respectively. The remaining tax fees primarily include tax planning. |
| | (4) | Comprises other miscellaneous services. |
(2)Comprises statutory audits of Company subsidiaries, employee benefit plan audits and consultations regarding financial accounting and reporting. (3)Comprises services for tax compliance, tax planning and tax advice. Tax compliance includes services for compliance related tax advice, as well as the preparation and review of both original and amended tax returns for the Company and its consolidated subsidiaries. Tax compliance related fees represented $0, and $0 of the tax fees for fiscal years 2021 and 2020, respectively. The remaining tax fees primarily include tax planning. (4)Comprises other miscellaneous services.
None of the services described under the headings “Audit-Related Fees,” “Tax Fees,” or “All Other Fees” above were approved by the Audit Committee pursuant to the waiver procedure set forth in 17 CFR 210.2-01 (c)(7)(i)(C).
Greif - Proxy Statement 43
OTHER MATTERS Communications with the Board Our Board believes it is important for stockholders to have a process to send communications to the Board. Accordingly, any stockholder or other interested party who desires to make his or her concerns known to the non-management directors or to the entire Board may do so by communicating with the chairpersonchair of the Audit Committee by e-mail to audit.committee@greif.com or in writing to Audit Committee Chairperson,Chair, Greif, Inc., 425 Winter Road, Delaware, Ohio 43015. All such communications will be forwarded to the non-management directors or the entire Board as requested in the communication. Stockholder Recommendations for Director Nominees The Nominating Committee is responsible for evaluating and recommending candidates to the Board. The Committee’s Charter sets forth certain specific, minimum qualifications that must be met by a Nominating Committee recommended nominee for a position on the Board, as well as qualities and skills that Board members must possess. The Nominating Committee determines, and reviews with the Board on an annual basis, the desired skills and characteristics for directors as well as the composition of the Board as a whole. This assessmentassessment considers director’s qualification as independent, as well as diversity, age, skill and experience in the context of the needs of the Board. The Nominating Committee seeks to achieve diversity of occupational and personal backgrounds and considers diversity as a factor in director nominations. The Nominating Committee views diversity in a broad context to include race, gender, ethnicity, geography, diversity of viewpoint, professional and industry experience, skills, education and personal expertise, among others. At a minimum, directors should share the values of the Company and should possess the following characteristics: high personal and professional integrity; the ability to exercise sound business judgment; an inquiring mind; and the time available to devote to Board activities and the willingness to do so. Ultimately,Ultimately, the Nominating Committee will select prospective Board members who the Nominating Committee believes will be effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of the stockholders. The Nominating Committee identifies potential director candidates through a variety of means, including recommendations from members of the Committee or the Board, suggestions from Company management, and stockholder recommendations. The Committee also may, in its discretion, engage director search firms to identify candidates. Stockholders may recommend director candidates for consideration by the Nominating Committee by submitting a written recommendation to the Secretary of the Company at 425 Winter Road, Delaware, Ohio 43015 (the “Recommendation Notice”). The Recommendation Notice must contain, at a minimum, the following: the name and address, as they appear on our books, and telephone number, of the stockholder making the recommendation, including information on the name, age, business address and residence address of nominee, principal occupation or employment, number of shares and class of stock owned, and if such person is not a stockholder of record or if such shares are owned by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity; the full legal name, address and telephone number of the individual being recommended, together with a reasonably detailed description of the background, experience and qualifications of that individual; a written acknowledgement by the individual being recommended that he or she has consented to that recommendation and consents to our undertaking of an investigation into that individual’s background, experience and qualifications in the event that the Nominating Committee desires to do so; the disclosure of any relationship of the individual being recommended with the Company or any of its subsidiaries or affiliates, whether direct or indirect; and, if known to the stockholder, any material interest of such stockholder or individual being recommended in any proposals or other business to be presented at our next annual meeting of stockholders (or a statement to the effect that no material interest is known to such stockholder). Except for the director nominees recommended by the Nominating Committee to the Board, no person may be nominated for election as a director of the Company during any stockholder meeting unless such person was first recommended by a stockholder for Board membership in accordance with the procedures set forth in the preceding paragraph and our Third Amended and Restated By-Laws, and the Recommendation Notice was received by us not lesslater than 60 daysthe close of business on the 90th day nor moreearlier than 90 daysthe 120th day prior to the anniversary date of such meeting;the immediately preceding annual meeting of stockholders; provided, however, if less than 75 days’ noticethat in the event that no annual meeting was held in the previous year or prior public disclosure of the date of a stockholders’annual meeting is givenmore than 30 days before or made to stockholders, then, in orderafter such anniversary date, the Recommendation Notice by the stockholder to be timely received, the Recommendation Notice must be received by us no later than the close of business on the 10th day following the day on which such notice of the date of the stockholders’ meeting was mailed or such public disclosure of the date of the annual meeting was made.made, whichever occurs first. Stockholder Proposals Proposals of stockholders intended to be presented at the 20212023 annual meeting of stockholders (scheduled for(expected to be February 23, 2021)28, 2023) must be received by us for inclusion in the proxy statement and form of proxy on or prior tono earlier than 120 days and no less than close of business on the 90th day in advance of the first anniversary of the date of this proxy statement.the last annual shareholder meeting. If a stockholder intends to present a proposal at the 20212023 annual meeting of stockholders, but does not seek to include such proposal in our proxy statement and form of proxy,proxy, such proposal must be received by us on or prior to 45 days in advance of the first anniversary of the date of this proxy statement or the persons named in the form of proxy for the 20212023 annual meeting of stockholders will be entitled to use their discretionary voting authority should such proposal then be raised at such meeting, without any discussion of the matter in our proxy Greif - Proxy Statement 44
statement or form of proxy. Furthermore, stockholders must follow the procedures set forth in Article I, Section 8,1.8, of our SecondThird Amended and Restated By-Laws, as amended, in order to present proposals at the 20212023 annual meeting of stockholders.
Certain Relationships and Related Party Transactions We have a written policy for the approval of a transaction between the Company and one of its directors, executive officers, greater than 5% Class B stockholders, an entity owned or controlled by such persons, or an immediate family member of such persons, which is generally referred to as a related party transaction. This policy provides that the Audit Committee must review, evaluate and approve or disapprove all related party transactions involving an amount equal to or greater than $5,000. This policy also requires that all related party transactions be disclosed in our applicable filings as required by the Securities Act of 1933 and the Securities Exchange Act of 1934 and related rules. In addition, the Nominating Committee, which advises the Board of Directors on corporate governance matters, independently reviews and assesses corporate governance issues related to contemplated related party transactions. During fiscal 2019,2021, we retained the law firm of Baker & Hostetler LLP to perform certain legal services on our behalf. Daniel J. Gunsett, a partner in that firm for the first two months of fiscal 2021, is a director of the Company and a member of the Compensation, Nominating and Stock Repurchase Committees. We anticipate retaining Baker & Hostetler LLP in the 20202022 fiscal year. The fees for legal services rendered in fiscal 20192021 were less than $900,000.$300,000. Mr. Gunsett retired from Baker & Hostetler LLP in December 2020. The Board has affirmatively determined that Mr. Gunsett meets the categorical standards of independence adopted by the Board and is an independent director as defined in the NYSE listing standards. See “Corporate Governance-Director Independence.” Other Information The proxy card enclosed with this proxy statement is solicited from Class B stockholders by and on behalf of the Board of Directors of the Company. A person giving the proxy has the power to revoke it. The expense for soliciting proxies for this Annual Meeting is to be paid by us. Solicitations of proxies also may be made by personal calls upon or telephone or telegraphic communications with stockholders, or their representatives, by not more than five officers or regular employees of the Company who will receive no compensation for doing so other than their regular salaries. Management knows of no matters to be presented at the Annual Meeting other than the above proposals. However, if any other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters.
| | | | | | | | | | | /s/ Gary R. Martz | | | Gary R. Martz | | | Corporate Secretary | | | | January 10, 202014, 2022 | | |
Exhibit A
AMENDMENT NO. 3
TO THE
GREIF, INC.
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
The Greif, Inc. Amended and Restated Long-Term Incentive Plan (the “Plan”) is hereby amended pursuant to the following provisions:
1. Definitions: For the purposes of the Plan and this amendment, all capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
2. Amendments:
(a) Article 2A is hereby added to the Plan, immediately following Article 2 of the Plan:
“Article 2A. Shares subject to the Plan
2A.1. Overall Number of Shares Available for Delivery.The total number of Shares reserved and available for issuance in connection with Awards under the Plan shall be 750,000 (the “Share Pool”). The total number of Shares available is subject to adjustment as provided in Section 2A.3. Any Shares delivered under the Plan shall consist of authorized and unissued shares or treasury shares.
2A.2. Share Counting Rules.The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in accordance with this Section 2A.2.
2A.3. Adjustments. In the event that any large, special and non-recurring dividend or other distribution (whether in the form of cash or property other than Shares), recapitalization, forward or reverse stock split, stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares, then the Committee shall, in an equitable manner as determined by the Committee, adjust any or all of (a) the number and kind of Shares or other securities of the Company or other issuer which are subject to the Plan, (b) the number and kind of Shares or other securities of the Company or other issuer by which annual per-person Award limitations are measured under Article 4, and (c) the number and kind of Shares or other securities of the Company or other issuer subject to or deliverable in respect of outstanding Awards; or, if deemed appropriate, the Committee may make provision for a payment of cash or property to the holder of an outstanding Award.”
3. Effective Date; Construction: The effective date of this amendment is February 25, 2020 and this amendment shall be deemed to be part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
Greif - Proxy Statement 45
Exhibit B
GREIF, INC.
2020 LONG-TERM INCENTIVE PLAN
Article 1. Establishment and Purpose
1.1. Establishment of Plan. The Greif, Inc. 2020 Long-Term Incentive Plan (the “Plan”) replaces the Greif, Inc. Amended and Restated Long-Term Incentive Plan (the “Prior Plan”). The Prior Plan became effective as of May 1, 2001, and has been amended and restated from time to time. The Prior Plan continues to apply to Performance Periods that commenced on November 1, 2016, 2017 and 2018 respectively, all of which commenced before the Effective Date of this Plan. No Performance Period under the Plan shall end after October 31, 2030, and the Plan shall remain in effect until the payment of any Award issued in connection with the Plan; provided, however, that the Plan may be terminated by the Board or the Committee.
The Plan shall become effective as of November 1, 2019, subject to approval of the Plan by holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting of stockholders duly held in accordance with the laws of the State of Delaware within 12 months following adoption of the Plan by the Board. If the Plan is not approved by stockholders, as described in the preceding sentence, within 12 months following its adoption by the Board, then the Prior Plan shall continue in full force and effect without change thereto, except for any change approved by the Board and, to the extent required under the rules of any exchange on which the Shares of the Company are traded, the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting of stockholders duly held in accordance with the laws of the State of Delaware.
1.2. Purpose. The primary purposes of the Plan are to:
(a) Retain, motivate and attract key employees;
(b) Focus management on key measures that drive superior performance and thus, creation of value for the Company;
(c) Provide compensation opportunities that are externally competitive and internally consistent with the Company’s total compensation strategies; and
(d) Provide award opportunities that are comparable in both character and magnitude to those provided through stock-based plans.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the defined meaning is intended, the term is capitalized:
2.1. “Adopted Child” or “Adopted Children” means one or more persons adopted by court proceedings, the finality of which is not being contested at the time of the Participant’s death.
2.2“Affiliate” means any entity regardless of its form (including, but not limited to, a corporation, partnership or limited liability company) that directly or indirectly is controlled by or is under common control with the Company.
2.3“Award” means any Performance Stock Unit or Restricted Stock Unit, together with any related interest, granted to a Participant under the Plan with respect to a Performance Period.
2.4. “Award Document” means the document provided, electronically or otherwise, by the Company to a Participant setting forth the terms and provisions applicable to such Participant’s Award, determined in accordance with Article 5.
2.5. “Award Opportunity” means the various levels of incentive compensation, payable in connection with a PSU in cash and/or Shares, which a Participant may earn under the Plan with respect to a Performance Period, as established by the Committee pursuant to Article 5 herein.
2.6. “Board” or “Board of Directors” means the Board of Directors of the Company.
2.7. “Child” or “Children” means a Participant’s natural and Adopted Children living or deceased on the date of the Participant’s death. A Child who was conceived but not yet born on the date of the Participant’s death shall be regarded for purposes of the Plan as though such Child were living on that date, but only if such Child survives birth.
2.8. “Code” means the Internal Revenue Code of 1986, as amended.
2.9. “Committee” means the Special Subcommittee on Incentive Compensation, comprised of two (2) or more individuals appointed by the Nominating and Corporate Governance Committee of the Board to administer the Plan, in accordance with Article 7. In the event that the Special Subcommittee on Incentive Compensation ceases to exist, Committee shall mean the Compensation Committee of the Company.
2.10. “Company” means Greif, Inc., or any successor thereto.
2.11. “Descendants” mean legitimate descendants of whatever degree, including descendants both by blood and Adopted Children.
2.12. “Dividend Equivalents” means a right granted in connection with a RSU pursuant to Section 5.4 of the Plan.
2.13. “Disability” shall have the meaning ascribed to such term in the long term disability plan maintained by the Participant’s employer at the time that the determination regarding Disability is made hereunder, or under applicable legislation if no such long term disability plan applies.
2.14. “Effective Date” means November 1, 2019 as to this Plan, subject to approval by the Company’s stockholders as set forth in Section 1.1.
2.15. “Employee” means any key employee of the Company or an Affiliate. Directors who are not employed by the Company shall not be considered Employees under the Plan.
2.16. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
2.17. “Fair Market Value” means the fair market value of Shares, Awards or other property as determined in good faith by the Committee or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of a Share shall be the closing price per share of a Share reported on a consolidated basis for securities listed on the principal stock exchange or market on which Shares are traded on the day as of which such Fair Market Value is being determined or, if there is no closing price on that day, then the closing price on the last previous day on which a closing price was reported.
2.18. “Participant” means a current or former Employee who has been granted an Award under the Plan which remains outstanding.
2.19. “Performance Criteria” shall have the meaning set forth in Section 5.3.
2.20. “Performance Period” means the consecutive and overlapping three-year cycles beginning on each November 1st during the term of the Plan.
2.21. "Performance Stock Unit” or “PSU” means an Award, granted under the Plan, which may entitle a Participant to receive Shares, cash or a combination thereof, contingent upon satisfaction of specified Performance Criteria for a Performance Period.
2.22 “Period of Restriction” means the period during which the transfer of Shares issued in connection with an Award is limited based on the passage of time, as determined by the Committee in its sole discretion.
2.23. “Plan” means this Greif, Inc. 2020 Long-Term Incentive Plan, as hereafter amended from time to time.
2.24. “Restricted Stock Unit” or “RSU” means an Award, granted under the Plan, which may entitle a Participant to receive Shares, cash or a combination thereof at the end of a specified deferral period.
2.25. “Rule 16b-3” means Rule 16b-3 adopted by the Securities and Exchange Commission under the Exchange Act.
2.26. “Share” means a share of the Company’s no par value Class A and/or Class B common stock as set forth in an applicable Award Document.
2.27. “Target Incentive Award” means the incentive compensation amount, or formula to determine such amount, to be paid to the Participants when the Performance Criteria designated as the “100% Award Level” are met, as established by the Committee for a Performance Period.
Article 3. Shares Subject to Plan.
3.1. Overall Number of Shares Available for Delivery.The total number of Shares reserved and available for delivery in connection with Awards under the Plan shall be 5,000,000 (the “Share Pool”). The total number of Shares available is subject to adjustment as provided in Section 3.3. Any Shares delivered under the Plan shall consist of authorized and unissued shares or treasury shares.
3.2. Share Counting Rules.The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in accordance with this Section 3.2.
(a) Except as set forth below, to the extent that an Award granted under the Plan expires or is forfeited, cancelled, surrendered or otherwise terminated without issuance of shares to the Participant, settled only in cash or settled by the issuance of fewer Shares than the number underlying the Award, the Shares retained by or tendered to the Company will be available under the Plan.
(b) Shares that are withheld from an Award granted under the Plan to cover withholding tax obligations related to that Award or Shares that are separately tendered by the Participant (either by delivery or attestation) in payment of such taxes shall be deemed to constitute Shares not delivered to the Participant and will be available for future grants under the Plan.
(c) In addition, in the case of any Award granted through the assumption of, or in substitution for, an outstanding award granted by a company or business acquired by the Company or an Affiliate or with which the Company or an Affiliate merges, consolidates or enters into a similar corporate transaction, Shares issued or issuable in connection with such substitute Award shall not be counted against the Share Pool.
3.3. Adjustments.So long as any such adjustment is not in violation of the rules of any exchange on which the Shares of the Company are traded, in the event that any large, special and non-recurring dividend or other distribution (whether in the form of cash or property other than Shares), recapitalization, forward or reverse stock split, stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares, then the Committee shall, in an equitable manner as determined by the Committee, adjust any or all of (a) the number and kind of Shares or other securities of the Company or other issuer which are subject to the Plan, (b) the number and kind of Shares or other securities of the Company or other issuer by which annual per-person Award limitations are measured under Article 5, and (c) the number and kind of Shares or other securities of the Company or other issuer subject to or deliverable in respect of outstanding Awards; or, if deemed appropriate, the Committee may make provision for a payment of cash or property to the holder of an outstanding Award.
Article 4. Eligibility and Participation
4.1. Eligibility. The Committee may issue an Award to any Employee. In general, an Employee may be designated as a key employee if such Employee is responsible for or contributes to the management, growth, and/or profitability of the business of the Company in a material way.
4.2. Participation. Participation in the Plan shall be determined by the Committee annually or for each Performance Period based upon the criteria set forth in Section 4.1 herein. Employees who are chosen to participate in the Plan for any given Performance Period shall be issued Award Documents setting forth the terms and conditions of the RSUs and/or PSUs , as soon as is practicable after such Award Opportunities are established.
4.3. No Right to Participate. No Participant or other Employee shall at any time have a right to be selected for participation in the Plan for any Performance Period, whether or not he or she previously participated in the Plan.
Article 5. Award Determination
5.1. Terms of Awards, In General. Except as determined by the Committee in its sole discretion, each Award under the Plan shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of Performance Criteria and/or future service requirements), in such installments or otherwise and under such other circumstances as the Committee may determine at the date of grant or thereafter.
Each Award issued under the Plan may include such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment by the Participant.
The grant, issuance, retention, vesting and/or settlement of an Award shall occur at such time and in such installments as determined by the Committee or under criteria established by the Committee. The Committee shall determine the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of the Award subject to continued employment, passage of time and/or such Performance Criteria as deemed appropriate by the Committee; provided that the grant, issuance, retention, vesting and/or settlement of an Award that is based in whole or in part on the level of achievement versus specified Performance
Criteria shall be subject to a performance period of not less than one year, and any Award based solely upon continued employment or the passage of time shall vest over a period of not less than three years from the date the Award is made, provided that such vesting may occur in pro rata installments over the three-year period, with the first installment vesting no sooner than the first anniversary of the date of grant of such Award. These minimum vesting conditions need not apply (a) in the case of the death, disability or Retirement of the Participant, and (b) with respect to up to an aggregate of 5% of the Shares.
5.2. Terms Applicable to Restricted Stock Units. A Participant granted RSUs shall not have any of the rights of a stockholder of the Company, including any right to vote, until Shares shall have been issued in the Participant’s name pursuant to the RSUs, except that the Committee may provide for dividend equivalents pursuant to Section 5.4 below. The Award Document shall set forth any Period of Restriction and the applicable limitations or restrictions that apply to Shares issued to a Participant in connection with RSUs. Shares awarded under the Plan in connection with RSUs shall become freely transferable by the Participant after the last day of the applicable Period of Restriction, if any, subject to any applicable securities laws.
5.3. Terms Applicable to Performance Stock Units.
(a) Unless otherwise specified in an Award Document, PSUs shall be settled in Shares at the end of a Performance Period based on the satisfaction of applicable Performance Criteria. In no event may dividend equivalents be issued in connection with a PSU.
(b) Prior to the beginning of each Performance Period, or as soon as practicable thereafter (but in no event later than 90 days following the first day of the Performance Period), the Committee shall select and establish performance goals for that Performance Period (the “Performance Criteria”), which, if met, will entitle the Participants to the payment of the Award Opportunities.
The performance goals applicable to any Participant may include growth, improvement or attainment of certain levels of one or more (in any combination and with such adjustments as determined by the Committee):
(i) return on capital, assets, or equity;
(ii) operating costs;
(iii) economic value added;
(iv) margins;
(v) total stockholder return;
(vi) operating profit or net income;
(vii) cash flow;
(viii) earnings before interest and taxes, earnings before interest, taxes and depreciation, or earnings before interest, taxes, depreciation and amortization;
(ix) sales, throughput, or product volumes;
(x) costs or expenses; and/or
(xi) such other performance goals as the Committee may determine.
Performance goals may be expressed either on an absolute basis or relative to other companies selected by the Committee. Performance goals may be established without regard to length of service with the Company.
For each Performance Period, the Committee may, in its discretion, establish a range of performance goals which correspond to, and will entitle the Participants to receive, various levels of Award Opportunities based on percentage multiples of the Target Incentive Award. Each performance goal range shall include a level of performance designated as the “100% Award Level” at which the Target Incentive Award shall be earned. In addition, each range may include levels of performance above and below the one hundred percent (100%) performance level, ranging from a minimum of 0% to a maximum of 200% of the Target Incentive Award. For purposes of clarity, the Committee may establish minimum levels of performance goal achievement under the Performance Criteria, below which no payouts shall be made to a Participant.
(c) Adjustment of Performance Criteria. Once established, the Performance Criteria normally shall not be changed during the Performance Period. However, if the Committee determines that external changes or other unanticipated business conditions have materially affected the fairness of the goals, or that a change in the business, operations, corporate structure or capital
structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Criteria unsuitable, then the Committee may approve appropriate adjustments to the Performance Criteria (either up or down) as such criteria apply to the Award Opportunities of specified Participants. For purposes of clarity, this includes adjustments for unusual or non-recurring items. In addition, at the time the award subject to Performance Criteria is made and Performance Criteria are established, the Committee is authorized to determine the manner in which the Performance Criteria will be calculated or measured to take into account certain factors over which the Participants have no or limited control, including market related changes in inventory value, changes in industry margins, changes in accounting principles, and extraordinary charges to income.
(d) The Committee shall certify in writing the extent to which the Performance Criteria were met during the Performance Period. The PSUs shall be settled no sooner than 75 days after the end of each Performance Period and no later than March 15th of the year following the end of the applicable Performance Period.
(e) The Award Document shall set forth any Period of Restriction and the applicable limitations or restrictions that apply to Shares issued to a Participant in connection with a PSUs. Shares awarded under the Plan in connection with a PSU shall become freely transferable by the Participant after the last day of the applicable Period of Restriction, subject to any applicable securities laws.
5.4 Dividend Equivalents. Any Participant selected by the Committee may be granted Dividend-Equivalents in connection with a RSU Award, based on the dividends declared on Shares that are subject to the Award to which they relate, to be accrued as of dividend payment dates, during the period between the date the Award is granted and the date the Award vests or expires, as determined by the Committee. Such Dividend-Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee. No amount shall be paid or settled in connection with a Dividend-Equivalent until the underlying Award has become vested.
Article 6. Termination of Employment
6.1. Termination of Employment Due to Death, Disability, or Retirement. In the event a Participant’s employment is terminated by reason of death, Disability, or “Retirement”, outstanding RSUs and PSUs shall be reduced on a prorated basis to reflect participation prior to termination. The reduction shall be determined by multiplying the RSUs and PSUs by a fraction, the numerator of which is the number of days of employment in the Performance Period or vesting period, as applicable, through the date of employment termination, and the denominator of which is the number of days in the Performance Period or vesting period, as applicable. In the case of a Participant’s Disability, the employment termination shall be deemed to have occurred on the date that the Committee determines the definition of Disability to have been satisfied. “Retirement” shall have the meaning set forth in the applicable Award Document. The adjusted number of RSUs shall vest and be settled as soon as reasonably practicable following the Participant’s date of termination. The adjusted number of PSUs shall be settled at the time the PSU Award would have been settled had the Participant remained actively employed.
6.2. Beneficiary Designations.
(a) General. Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before such Participant receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his or her lifetime.
(b) Invalidity of Powers of Attorney. The Plan shall not recognize beneficiary designations made on a Participant’s behalf by the Participant’s attorney in fact, or by any person acting under a power of attorney or any instrument by which the Participant has appointed another person as his or her agent, thereby conferring upon him or her the authority to perform certain specified acts on the Participant’s behalf.
(c) Failure of Beneficiary Designation. In the absence of a beneficiary designation made by the Participant in accordance with Section 6.2(a), or if the beneficiary named by a Participant predeceases him or her, then the Committee shall pay any benefits remaining unpaid at the Participant’s death to the Participant’s surviving spouse. If the Participant has no surviving spouse at his or her date of death, then the Committee shall pay the remaining benefit hereunder to the Participant’s Children per capita and to any deceased Child’s Descendants per stirpes. If no spouse, Children or Descendants survive the Participant, then the Committee shall pay any remaining benefits hereunder to the Participant’s estate.
6.3. Termination of Employment for Other Reasons. In the event a Participant’s employment is terminated before the date payment of the Award is made for any reason other than death, Disability, or “Retirement” as described in Section 6.1, any outstanding unvested Awards shall be forfeited.
Article 7. Administration
7.1. The Committee. The Committee shall administer the Plan. The members of the Committee shall be appointed by, and shall serve at the discretion of, the Nominating and Corporate Governance Committee of the Board. All Committee members shall be members of the Board, and must be “non-employee directors,” as such term is described in Rule 16b-3, if and as such Rule is in effect. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. The Nominating and Corporate Governance Committee of the Board shall fill vacancies in the Committee.
7.2. Authority of the Committee.
(a) General. Except as limited by law or by the certificate of incorporation or bylaws of the Company, as then in effect, and subject to the provisions herein, the Committee shall have full power to select Employees who shall participate in the Plan; determine the size and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan (such Awards need not be identical for each Participant); construe and interpret the Plan and any agreement or instrument entered into under the Plan and correct defects, supply omissions or reconcile inconsistencies therein; establish, amend, or waive rules and regulations for the Plan’s administration; and (subject to the provisions of Article 5 herein) amend the terms and conditions of any outstanding Award Opportunity to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other determinations, which may be necessary or advisable for the administration of the Plan. As permitted by law, the Board, the Compensation Committee of the Board, and the Committee may employ attorneys, consultants, accountants, appraisers and other persons, and may delegate as appropriate its authorities as identified hereunder. The Board, the Compensation Committee of the Board, the Committee, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or evaluations of any such persons.
(b) Facility of Payment. If the Committee deems any person entitled to receive any amount under the provisions of the Plan to be incapable of receiving or disbursing the same by reason of minority, illness or infirmity, mental incompetency, or incapacity of any kind, the Committee may, in its sole discretion, take any one or more of the following actions:
(i) apply such amount directly for the comfort, support and maintenance of such person;
(ii) reimburse any person for any such support theretofore supplied to the person entitled to receive any such payment;
(iii) pay such amount to any person selected by the Committee to disburse it for such comfort, support and maintenance, including without limitation, any relative who has undertaken, wholly or partially, the expense of such person’s comfort, care and maintenance, or any institution in whose care or custody the person entitled to the amount may be; or
(iv) with respect to any amount due to a minor, deposit such amount to his or her credit in any savings or commercial bank of the Committee’s choice, direct that such distribution be paid to the legal guardian, or if none, to a parent of such person or a responsible adult with whom the minor maintains his or her residence, or to the custodian for such person under the Uniform Gift to Minors Act or Gift to Minors Act, if such payment is permitted by the laws of the state in which the minor resides.
Payment pursuant to this Section 7.2(b) shall fully discharge the Company, the Board, the Compensation Committee of the Board, the Committee, and the Plan from further liability on account thereof.
7.3. Majority Rule. The Committee shall act by a majority of its members.
7.4. Decisions Binding. All determinations and decisions of the Committee as to any disputed question arising under the Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all parties.
7.5. Indemnification. Each person who is or shall have been a member of the Committee, the Compensation Committee of the Board, or the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party, or in which he or she may be involved by reason of any action taken or failure to act under the Plan, and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf.
This Section 7.5 shall not restrict any entitlement to indemnification to which such persons may have as a matter of law, the Company’s bylaws as then in effect, or any contract with the Company, or any power that the Company may have to indemnify them or hold them harmless.
Article 8. Amendments
The Board or the Committee, without notice, at any time and from time to time, may modify or amend, in whole or in part, any or all of the provisions of the Plan, or suspend or terminate it entirely; provided, however, that:
(a) no such modification, amendment, suspension, or termination may, without the consent of a Participant, materially reduce the right of a Participant to a payment or distribution hereunder to which he or she has already become entitled, as determined under Article 5 and Section 6.1; and
(b) no amendment shall be effective unless approved by the affirmative vote of a majority of the votes eligible to be cast at a meeting of stockholders of the Company held within twelve (12) months of the date of adoption of such amendment and prior to payment of any compensation pursuant to such amendment, where such amendment will make any change which may require stockholder approval under the rules of any exchange on which Shares are traded. No Award Opportunity may be granted during any period of suspension of the Plan or after termination of the Plan, and in no event may any Award Opportunities be granted for any Performance Period ending after October 31, 2030.
Article 9. Miscellaneous
9.1. Regulations and Other Approvals; Governing Law.
(a) The obligation of the Company to deliver Shares with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.
(b) The portion of each Award payable in Shares is subject to the requirement that, if at any time the Committee determines, in its sole discretion, that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the issuance of Shares, no such Shares will be issued unless such consent or approval has been effected or obtained free of any conditions and as acceptable to the Committee.
(c) In the event that the disposition of Shares acquired under the Plan is not covered by a then current registration statement under the Exchange Act and is not otherwise exempt from registration, such Shares shall be restricted against transfer to the extent required by the Exchange Act or regulations thereunder, and the Committee may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares, to represent to the Company in writing that the Shares acquired by such individual are acquired for investment only and not with a view to distribution. The certificate for any Shares acquired pursuant to the Plan shall include any legend that the Committee deems appropriate to reflect any restrictions on transfer.
9.2. Choice of Law. The Plan and all agreements hereunder, shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law.
9.3. Withholding Taxes. The Company and any Affiliate, as applicable, shall have the power to deduct from all cash payments under the Plan any federal, state, or local taxes required by law to be withheld with respect to any Award. The Company and any Affiliate shall have the power to deduct or withhold from any cash or Shares payable to a Participant in connection with an Award, or require a Participant to remit to the Company, the minimum statutory amount, or such higher withholding elected by the Participant provided that such higher withholding would not have a negative accounting impact for the Company, to satisfy federal, state, provincial, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan. As soon as practicable after the date as of which the amount first becomes includible in the gross income of the Participant, the Participant shall pay to the Company or an Affiliate (or other entity identified by the Committee), or make arrangements satisfactory to the Company or other entity identified by the Committee regarding the payment of any federal, state, provincial, or local taxes of any kind (including any employment taxes) required by law to be withheld with respect to such income. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the power to deduct any such taxes from any payment otherwise due to the Participant. or such higher withholding elected by the Participant provided that such higher withholding would not have a negative accounting impact for the Company
9.4. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular, and the singular shall include the plural.
9.5. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
9.6. Costs of the Plan. All costs of implementing and administering the Plan shall be borne by the Company.
9.7. Successors. All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
9.8. Titles; Construction. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, when the context so indicates. Any reference to a section (other than to a section of the Plan) shall also include a successor to such section.
9.9. Employment. Nothing in the Plan shall interfere with or limit in any way the authority of the Company to terminate any Participant’s employment at any time, nor confer upon any Participant any entitlement to continue in the employ of the Company.
9.10. Nontransferability. No interest of any Participant in the Plan shall be assignable or transferable, or subject to any lien, directly, by operation of law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge, and bankruptcy.
9.11. Stockholder Rights. No Participant shall be deemed for any purpose to be or to have the rights and privileges of the owner of any Shares to be awarded under the Plan until such Participant shall have become the holder thereof.
9.12. Non-U.S. Participants. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified pursuant to this Section 9.12 in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award is modified.
Exhibit C
GREIF, INC.
AMENDMENT NO. 3
TO THE
2001 MANAGEMENT EQUITY INCENTIVE AND COMPENSATION PLAN
The 2001 Management Equity Incentive and Compensation Plan (the “Plan”) is hereby amended pursuant to the following provisions:
1. Definitions: For the purposes of the Plan and this amendment, all capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
2. Amendment:
(a) Section 25 of the Plan is hereby amended in its entirety to read as follows:
“Section 25.Term of Plan.
No Award shall be granted pursuant to the Plan on or after December 4, 2025, but Awards granted prior to such date may extend beyond that date.”
3. Effective Date; Construction: The effective date of this amendment is February 25, 2020 and this amendment shall be deemed to be part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
Greif - Proxy Statement 46
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