Greif - Proxy Statement 28
|
|
|
Stock Ownership Guidelines
|
The Board of Directors has adopted stock ownership guidelines to better align the interests of our executive officers and key employees with the interests of our stockholders. In furtherance of our commitment to sound corporate governance, our executive officers and key employees are required to hold shares of Company stock valued at the following multiple of their annual base salary:
|
|
|
|
|
|
Position
|
Ownership Level
|
CEO
|
5X Base Salary
|
Executive Officers (other than CEO)
|
3X Base Salary
|
Key Employees
|
1X Base Salary
|
Our executive officers and key employees have five years after initial participation in the LTIP, or the attainment of a position that requires a higher threshold, as the case may be, to meet these stock ownership guidelines. Our executive officers and key employees are generally required to retain 100% of the shares under the LTIP until they have satisfied the stock ownership threshold associated with their position. Once in compliance with the stock ownership guidelines associated with their position, executive officers and key employees will remain in compliance with these guidelines regardless of decreases in the trading price of our shares, changes to their base salary or immaterial dispositions of shares, until attainment of a position requiring a higher threshold, in which case the five-year compliance period starts again.
The Compensation Committee annually reviews compliance by our executive officers and key employees with these stock ownership guidelines. The Compensation Committee has determined that each NEO is in compliance with the stock ownership guidelines or within the five-year compliance period associated with their position. Failure to satisfy the requirements of the guidelines may impact participation by an executive officer or key employee in the LTIP in future years, among other matters.
|
|
|
Retirement and Deferred Compensation Plans
|
The Company offers a number of retirement and deferred compensation plans. Due to the varying tenure of our NEOs and the transition of certain of our retirement plans, our NEOs participate in different program based on geographic location and hire date. The table below indicates the retirement benefits applicable to each NEO in fiscal 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefits
|
Defined Contribution
|
|
Qualified
|
Nonqualified
|
Qualified
|
Nonqualified
|
Name
|
Pension Plan
|
SERP
|
401(k)
|
DC SERP
|
NQSP
|
NQDCP
|
Mr. Watson
|
ü
|
ü
|
ü
|
|
|
|
Mr. Hilsheimer
|
|
|
ü*
|
ü
|
|
|
Mr. Rosgaard
|
|
|
ü*
|
|
ü
|
ü
|
Mr. Martz
|
ü
|
ü
|
ü
|
|
|
|
Mr. Cronin
|
ü**
|
|
|
|
|
|
* Participant receives a retirement benefit contribution into their 401(k) account equal to 3% of participant's eligible compensation subject to IRS limitations since participant is not eligible to participate in the U.S. Pension Plan. See footnote 5 to the Summary Compensation table for further details.
** Participant participates in pension plans sponsored by a subsidiary of the Company in the Netherlands.
Pension Plans
We have a tax-qualified defined benefit plan that is intended to meet the requirements of Section 401(a) of the Code. This pension plan is designed to provide benefits to those U.S. employees hired prior to November 1, 2007 who have long and continuous service before retirement. 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. Messrs. Hilsheimer and Rosgaard are not eligible to participate in this pension plan.
Mr. Cronin participates in pension plans sponsored by a subsidiary of the Company in the Netherlands, and he is fully vested in his benefits under these pension plans. See "Executive Compensation Tables - Pension Benefits - Pension Plans" for additional information regarding our pension plans.
Supplemental Executive Retirement Plans
We have a defined benefit Supplemental Executive Retirement Plan (“SERP”) that provides benefits for a select group of executive officers, including our NEOs who participate in the pension plan described above. Under the SERP, we accrue an amount equal to a specified percentage of the executive officer's annual compensation. "Compensation" for purposes of the SERP includes base salary and payments under the STIP. This account is also credited annually with interest based on the discount rate used under the U.S pension plan. Vesting under the 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
Greif - Proxy Statement 29
installments quarterly over 15 years. 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. See "Executive Compensation Tables - Pension Benefits - Supplemental Executive Retirement Plans" for additional information regarding our SERP.
Executive officers, including our NEOs who are not eligible to participate in the pension plan may participate in the Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”). Under the DC SERP, we accrue an amount equal to a specified percentage of the executive officer’s annual compensation. “Compensation” for purposes of the DC SERP includes base salary and payments under the STIP. 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. Mr. Hilsheimer is the only NEO currently participating in the DC SERP, but he is not vested in his benefits under the DC SERP.
Defined Contribution/401(k) Plan
We maintain a tax-qualified defined contribution plan that is intended to meet the requirements of Section 401(k) of the Code, commonly called a 401(k) plan. The 401(k) plan is available on the same terms to substantially all of our U.S. employees, including our U.S.-based NEOs. Each participant can elect to contribute from 0% to 100% of his or her eligible earnings to the 401(k) plan, subject to Internal Revenue Service (“IRS”) and ERISA limitations. The deferred amount is invested in accordance with the election of the participant in a variety of investment choices, including a Company stock fund. Subject to certain limitations, we have the option to match a participant’s contributions to the 401(k) plan, and we currently do match a percentage of a participant's 401(k) contributions. U.S. employees not eligible to participate in the U.S. pension plan are entitled to a company retirement contribution of 3% of the employee's eligible earnings subject to IRS limitations. A participant is fully vested in his or her own salary reduction contributions, but the right to company contributions is subject to vesting as provided by the 401(k) plan. All NEOs other than Mr. Cronin receive company-matching contributions. The only NEOs currently receiving company retirement contributions are Messrs. Hilsheimer and Rosgaard.
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 officer. The Company does not presently intend to make any discretionary contributions. 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. Mr. Rosgaard is the only NEO currently participating in the NQSP.
Nonqualified Deferred Compensation Plan
We have a Nonqualified Deferred Compensation Plan ("NQDCP") for our executive officers, including our NEOs, which provides a vehicle for our executive officers to elect to defer their compensation. This plan is intended to meet the requirements of Section 409A of the Code. Mr. Rosgaard is the only NEO that has elected and is currently deferring compensation under this plan. See “Executive Compensation Tables - Pension Benefits - Nonqualified Deferred Compensation - Nonqualified Deferred Compensation Plan” for additional information regarding our NQDCP.
In addition to the compensation described above, we provide a health and wellness program for our executive officers, including our NEOs, which includes annual physical exams. Mr. Hilsheimer also received a one-time tax preparation services fee reimbursement in fiscal 2021 related to the technical 409A violation that occurred in fiscal 2020 with respect to his Nonqualified Deferred Compensation Plan account. We offer no other perquisites to our U.S.-based NEOs. Mr. Cronin, who is based in Europe, is provided in accordance with customary local practice, a pension contribution gap payment, housing allowance and tax preparation services fee reimbursement. See Footnote (5) to the “Summary Compensation Table” for information concerning these perquisites.
|
|
|
“Say-on-Pay” Advisory Votes
|
At our 2017 annual meeting of stockholders, the holders of Class B Common Stock approved a three-year frequency period for holding advisory votes on executive compensation of our NEOs. At our 2020 annual meeting of stockholders, the holders of Class B Common Stock approved, on an advisory basis, the executive compensation to our NEOs (by an affirmative vote in excess of 99% of shares voted) as disclosed in the CD&A section and compensation tables, as well as the other narrative executive compensation disclosures in the 2020 proxy statement. The next stockholder advisory vote on the frequency period of such votes and an advisory vote on executive compensation of our NEOs will be held next year during our 2023 annual meeting of stockholders. The Compensation Committee will continue to review the design of our executive compensation program, particularly in light of our “say-on-pay” votes, executive
Greif - Proxy Statement 30
compensation developments and our pay-for-performance philosophy, to align the executive compensation program consistent with the interests our stockholders.
Our Board has adopted a recoupment policy, or clawback policy, which generally provides for the recoupment by the Company of certain incentive based compensation payments and awards paid to certain current or former officers of the Company. Under this policy, in the event that we are required to prepare an accounting restatement of our financial statements due to a material noncompliance with any financial reporting requirements, the Compensation Committee (as the administrator of the recoupment policy) may require recoupment, repayment and/or forfeiture of all or any portion of any incentive compensation paid that exceeds the amount an officer would have received had the incentive compensation paid or awarded been calculated based on our restated financial statements, as determined by the Compensation Committee in its discretion.
2021 Performance Reviews of CEO and Other NEOs
The Compensation Committee reviews the performance of our 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 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 2021 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 improving the Company's liquidity and accelerated debt repayment through a number of incremental actions, including the sale of a large holding of timberland and refinancing of the Euro Senior Notes resulting in a cash preservation and generation for the Company; and
•His directed efforts and leadership have positioned the Company, in spite of the on-going supply chain disruption, labor shortages and inflationary market to 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; meets 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. No single factor is given specific relative weight by Mr. Watson, or the Compensation Committee, but all of the factors are considered in the aggregate in their collective experience and reasoned business judgment. The Compensation Committee then considers 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 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 the Company.
•Mr. Rosgaard - His diligent efforts in leading the Global Industrial Packaging business through a challenging and disruptive 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 drive safety, colleague engagement and excellent customer service to create value for stockholders, and his focus and preparation for his new role as Chief Executive Officer in fiscal 2022.
•Mr. Martz - His continued leadership of the legal department and ability to navigate 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 the proceeds applied to debt repayment, and his leadership 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 global sourcing and supply chain 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.
Greif - Proxy Statement 32
COMPENSATION COMMITTEE MATTERS
|
|
|
Compensation Committee Interlocks and Insider Participation
|
During fiscal 2021, the Compensation Committee members were Mark A. Emkes (Chair), Vicki L. Avril-Groves, Daniel J, Gunsett and Judith D. Hook. During fiscal 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 2022. Mr. Gunsett was a partner of Baker & Hostetler 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 2021 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 our 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 2021 Form 10-K.
Submitted by the Compensation Committee of the Board of Directors.
|
|
|
Mark A. Emkes, Chair
Vicki L. Avril-Groves
Daniel J. Gunsett
|
Greif - Proxy Statement 33
EXECUTIVE COMPENSATION TABLES
|
|
|
Summary Compensation Table
|
The following table sets forth the compensation for the fiscal years ended October 31, 2021, 2020 and 2019 for our principal executive officer, principal financial officer and three other most highly compensated executive officers, 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
(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 $736 which was equal to the difference between the interest accrued at 2.93% and that which would have accrued at 0.17% (120% of the long-term applicable federal rate for October 2020). None of the NEOs who participate in the NQDCP receive preferential or above market earnings. See " Executive Compensation Tables - Pension Benefits and Nonqualified Retirement and Deferred Compensation" for a description of all these plans.
(5) For NEOs based in the U.S., amounts represent our contributions to the 401(k) plan, subject to Internal Revenue Service and ERISA limitations, premiums paid for life insurance and health insurance premiums, the value of the annual wellness physical and any other perquisites paid by us to or on behalf of such NEO during fiscal years 2021, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Year
|
401(k) Match and Contribution ($)†
|
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 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 disability.
††† This column includes pay credits and non-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 Deferred Compensation - Supplemental Executive Retirement Plan” for a description of the DC SERP.
†††† This column includes pay credits and 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 $75,381. See “Executive Compensation Tables - Nonqualified Retirement and Deferred Compensation - Supplemental Executive Retirement Plan” for a description of the NQSP.
††††† This column typically includes benefits related to expatriate assignments and other miscellaneous benefits. The amount for Messrs. Watson, Rosgaard and Martz in fiscal 2021 represents the amount of a holiday gift card provided to corporate employee in December 2020. The amounts for Mr. Cronin represents perquisites customary to his assignment in Europe, such as a pension contribution gap, tax preparation services and a housing allowance paid by the Company to or on behalf of Mr. Cronin as set forth below. Mr. Hilsheimer's amount in fiscal 2021, represents the amount of a holiday gift card provided to corporate employee in December 2020 and the amount paid by the Company for tax preparation services fee reimbursement related to the Company's 409A operational error and account distribution under the NQDCP that occurred in fiscal 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Contribution Gap ($)
|
Tax Preparation ($)
|
Housing Allowance ($)
|
Total ($)
|
2021
|
76,977
|
|
2,049
|
|
56,578
|
|
135,604
|
2020
|
55,882
|
|
—
|
|
41,108
|
|
96,990
|
|
2019
|
50,899
|
|
—
|
|
38,892
|
|
89,791
|
|
(6) Mr. Cronin’s compensation is paid in Euros and has been converted to U.S. Dollars using an exchange rate of 1.160564, 1.174 and 1.1112 for fiscal years 2021, 2020 and 2019, respectively.
Greif - Proxy Statement 35
Grants of Plan-based Awards in Fiscal 2021
The following table summarizes grants of non-equity and stock-based compensation awards made during fiscal 2021 to the NEOs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Grant Date (1)
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)
|
Estimated Future Payouts Under Equity Incentive Plan Awards (3)
|
All Other Stock Awards: Number of Shares of Stocks (#)(4)
|
Grant Date Fair Value of Stock and Option Awards ($)(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
|
|
|
Equity Compensation Plan Information
|
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 (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.
|
|
|
Outstanding Equity Awards at Fiscal Year-End 2021
|
The 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 the performance period. The vesting date for the 2020-2022 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 payout 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 for the 2020-2022 and 2021-2023 performance periods, respectively.
|
|
|
Option Exercises and Stock Vested in Fiscal 2021
|
No equity-based compensation awards were exercised or vested during fiscal 2021.
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 of 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. 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.
Pension Benefits in Fiscal 2021
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 SERP described above as of October 31, 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
(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) The mortality assumption for the U.S. pension plan 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.
(D) Discount rates for the U.S. pension plan of 2.93% 3.01% and 3.33% as of October 31, 2021, 2020 and 2019, respectively; and discount rates for the SERP of 2.50%, 2.29% and 2.93% as of October 31, 2021, 2020 and 2019, respectively; and discount rates for the Netherlands pension plans of 1.13%, 0.75% and 0.75% as of October 31, 2021, 2020 and 2019, respectively.
(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 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.
|
|
|
Nonqualified Retirement and 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 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-matching contributions, if any, is subject to vesting as provided by this plan.
Nonqualified Deferred Compensation Benefits in Fiscal 2021
The table below sets forth certain information concerning Mr. Rosgaard's benefits under the NQDCP as of October 31, 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
|
(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.
|
|
|
Potential Payments Upon Termination or Change in Control
|
We have no plans, agreements, contracts or other arrangements providing any of our NEOs with severance or change-in-control benefits.
We do not have employment agreements with any 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 us or our subsidiaries.
Greif - Proxy Statement 40
Pursuant to Item 402(u) of Regulation S-K, for fiscal 2021, the ratio of the total annual compensation of our CEO to the total annual compensation of the median employee was 187 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 28, 2021. We excluded all employees in Egypt (40), Guatemala (13), Malaysia (75), Nigeria (2), Ukraine (385) and Vietnam (246) under the de minimus exception, as the aggregate number of employees in those countries (761) represents less than 5% of our total global employee population of 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.
Once the median employees were identified (we have two due to the fact that our population, excluding our CEO, was an even number), we calculated the median employees' compensation using the same methodology used to calculate the total compensation of our CEO as set forth in the Summary Compensation Table and average the two numbers. The average median employee annual total compensation was $43,200. The annual total compensation of our CEO was $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. The Audit Committee consists of four independent directors. The Company’s Board 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 2021 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 Conduct. The CEO and the principal financial officer have each agreed to be bound by the Code of Conduct and the Sarbanes-Oxley Act mandated Code of Ethics for Senior Financial Officers. The Company has also implemented and applied the Code of Conduct 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 2021 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 2022 fiscal year.
Submitted by the Audit Committee of the Board of Directors.
Bruce A. Edwards, Chair
John F. Finn
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 Chair 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 Chair pre-approves services, the Chair 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, 2021. It is currently expected that a representative of Deloitte & Touche LLP will attend 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 2022 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, 2021 and October 31, 2020 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
|
(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 $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 chair of the Audit Committee by e-mail to audit.committee@greif.com or in writing to Audit Committee 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 assessment 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, 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 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; 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 later than the close of business on the 90th day nor earlier than the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is more than 30 days before or after such anniversary date, the Recommendation Notice by the stockholder to be timely must be received no later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever occurs first.
Stockholder Proposals
Proposals of stockholders intended to be presented at the 2023 annual meeting of stockholders (expected to be February 28, 2023) must be received by us for inclusion in the proxy statement and form of proxy no earlier than 120 days and no less than close of business on the 90th day in advance of the anniversary of the date of the last annual shareholder meeting. If a stockholder intends to present a proposal at the 2023 annual meeting of stockholders, but does not seek to include such proposal in our proxy statement and form of 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 2023 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 1.8, of our Third Amended and Restated By-Laws, as amended, in order to present proposals at the 2023 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 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 2022 fiscal year. The fees for legal services rendered in fiscal 2021 were less than $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 14, 2022
|
|
|
Greif - Proxy Statement 45
Greif - Proxy Statement 46
Greif (NYSE:GEF)
Historical Stock Chart
From Jul 2024 to Aug 2024
Greif (NYSE:GEF)
Historical Stock Chart
From Aug 2023 to Aug 2024