®
2026 Proxy Statement
Notice of Annual Meeting of Stockholders
®
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholders:
It is our pleasure to invite you to join our Board of Directors at the 2026 Annual Meeting of Stockholders of Greif, Inc. This year's Annual Meeting will be held solely as a virtual meeting. You will be able to attend the virtual Annual Meeting and vote your shares via a live webcast by visiting https://www.virtualshareholdermeeting.com/GEF2026.
DATE AND TIME:
Monday, February 23, 2026 8:00 a.m. Eastern Time
PLACE:
Webcast at https://www.virtualshareholdermeeting.com/GEF2026
ITEMS OF BUSINESS:
To elect ten directors to serve for a one-year term;
To ratify the appointment of Deloitte & Touche LLP as Greif, Inc.'s independent auditor for fiscal year 2026;
To approve, on an advisory basis, the compensation of Greif, Inc.'s Named Executive Officers; and
To transact such other business as may properly come before the meeting or any adjournments.
RECORD DATE:
Only stockholders of record of the Class B Common Stock at the close of business on December 29, 2025 will be entitled to vote at the Annual Meeting.
VOTING:
We hope that Class B stockholders will promptly vote over the internet, by phone, or by mailing their proxy cards in the enclosed envelope. Stockholders are always welcome to vote during the virtual meeting.
Vote by internet at www.proxyvote.com Vote by phone at +1 800 690 6903
Vote by mailing your proxy card
Vote in person during the virtual meeting
On behalf of the Board of Directors, management, and employees of Greif, thank you for your continued support. By Order of the Board of Directors,
/s/ L. Dennis Hoffman
L. Dennis Hoffman
Corporate Secretary
January 9, 2026
TABLE OF CONTENTSPage
Notice of Annual Meeting of Stockholders 2
Information About the Annual Meeting 5
Proposal 1: Election of Directors 7
Proposal 2: Ratification of Independent Auditors 11
Proposal 3: Advisory Vote on Compensation of Named Executive Officers 12
Corporate Governance 13
Board of Directors 13
Skills and Attributes of our Board 13
Board Responsibilities 14
Committees of the Board 14
Board Leadership Structure 15
Director Independence 15
Board's Role in Risk Management Oversight 16
Board's Role in Environmental, Social and Governance Matters Oversight 16
Availability of Corporate Governance Documents 18
Director Compensation for Fiscal 2025 19
Director Compensation Table 19
Director Compensation Arrangements 19
Stock Ownership Guidelines for Directors 19
Director Participation in Director Deferred Compensation Plan 20
Executive Officers of the Company 21
Stock Holdings of Certain Owners and Management 23
Compensation Discussion and Analysis 25
Overview and Introduction 25
Summary of Executive Compensation Governance Practices 25
Compensation Committee 25
Compensation Philosophy and Objectives 25
Elements of Our Compensation Program 27
Base Salary 27
Short-Term Incentive Plan 28
Long-Term Incentive Plan 29
Stock Ownership Guidelines 30
Retirement and Deferred Compensation Plans 31
Perquisites 32
"Say-on-Pay" Advisory Votes 32
Incentive Compensation Recovery Policy 33
2025 Performance Reviews of CEO and Other NEOs 33
Compensation Committee Matters 35
Compensation Committee Interlocks and Insider Participation 35
Compensation Committee Report 35
Executive Compensation Tables 36
Pay Ratio 43
Pay Versus Performance 44
Audit Committee Matters 50
Report of the Audit Committee 50
Audit Committee Pre-Approval Policy 51
Fees of the Independent Registered Public Accounting Firm 51
Other Matters 52
Stockholder Recommendations for Director Nominees 52
Certain Relationships and Related Party Transactions 53
PROXY STATEMENTINFORMATION ABOUT THE ANNUAL MEETING:
How to Attend the Virtual Annual Meeting?
The 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Greif, Inc. (the "Company," "our," "us" and "we"), with its principal executive office located at 425 Winter Road, Delaware, Ohio 43015, will be held on February 23, 2026, at 8:00 a.m., Eastern Time. The Annual Meeting will be held as a virtual meeting via a live webcast at https://www.virtualshareholdermeeting.com/GEF2026. In order to attend the Annual Meeting, you will need to access the webcast by using your 16-digit control number included on your Notice of Internet Availability or on your proxy card (if you received a printed copy of the proxy materials).
Why Am I Receiving these Proxy Materials?
This proxy statement is being furnished to all stockholders of the Company in connection with the Annual Meeting and has been made available to you electronically or by mail. It is anticipated that this proxy statement and proxy will first be sent to the stockholders on or about January 9, 2026.
Who May Vote at the Annual Meeting?
Only holders of Class B Common Stock as of the close of business on December 29, 2025 are entitled to vote at the Annual Meeting and any adjournment thereof. Holders of Class A Common Stock are not entitled to vote at the Annual Meeting. Therefore, this proxy statement is being furnished to holders of Class A Common Stock for informational purposes only, and no proxy card is being solicited from them. On the record date of December 29, 2025, there were 21,249,217 shares of Class B Common Stock outstanding, with each share entitled to one vote.
How do I Vote?
VOTE IN ADVANCE OF THE MEETING | ||
Via the Internet | By Phone | By Mail |
Visit https://www.proxyvote.com to submit a proxy via computer or your mobile device | Call 1-800-690-6903 24/7 within the United States | Mark, sign, and date your proxy card and mail promptly in the enclosed postage-paid envelope. |
VOTE DURING THE MEETING |
In Person |
Attend the Virtual Meeting at www.virtualshareholdermeeting. com/GEF2026 and vote by ballot. |
What Proposals Will Be Voted on at the Annual Meeting?
At the Annual Meeting, Class B stockholders will vote upon:
Proposal 1: The election of ten directors to serve for a one-year term;
Proposal 2: The ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditor for fiscal year 2026; and Proposal 3: The approval, on an advisory basis, of the compensation of the Company's Named Executive Officers ("NEOs") for fiscal 2025.
The Class B stockholders will also vote upon such other business as may properly come before the meeting or any adjournment.
How Are Votes Counted?
Holders of Class B Common Stock represented by properly executed proxies will be voted at the Annual Meeting in accordance with the choices indicated on the proxy. Each share of the Class B Common Stock is entitled to one vote for each director and in respect of any proposal.
For Proposal 1, the ten director nominees receiving the highest number of votes will be elected as directors. Class B stockholders do not have the right to cumulate their votes in the election of directors. Proxies cannot be voted at the Annual Meeting for a number of persons greater than the number of nominees named in this proxy statement.
For Proposal 2, the Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as the Company's independent registered public accounting firm and auditor for fiscal year 2026. Stockholder approval for this appointment is not required, but the Board of Directors is submitting the appointment of Deloitte & Touche LLP for ratification as a matter of good corporate practice. The favorable vote of a majority of the outstanding shares of the Class B Common Stock present and voting at the Annual Meeting is required to ratify, on an advisory basis, the appointment of Deloitte & Touche LLP.
For Proposal 3, the vote of the stockholders concerning executive compensation is advisory only and not binding on the Board of Directors, although the Compensation Committee may take into account the outcome of the vote when considering future executive compensation arrangements. The favorable vote of a majority of the outstanding shares of the Class B Common Stock present and voting at the Annual Meeting is required to approve, on an advisory basis, the compensation of the NEOs.
Abstentions and "broker non-votes" (described below) will be considered as shares of Class B Common Stock present at the Annual Meeting for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not be counted in the votes cast for the election of directors and will not have a positive or negative effect on the outcome of that election. Abstentions and broker non-votes (if any) with respect to Proposal 2 concerning the ratification of the Company's independent registered accounting firm and auditor and Proposal 3 concerning the advisory vote on executive compensation will have the same effect as not voting or expressing a preference, as the case may be, and will not have a positive or negative effect on the outcome of those proposals.
How Do I Change or Revoke my Vote?
Any proxy may be revoked at any time prior to its exercise by delivering to the Company a subsequently dated proxy or by giving notice of revocation to the Company in writing. A Class B stockholder may also revoke a proxy by attending the meeting and voting; however, the Class B Stockholder's presence at the Annual Meeting does not by itself revoke the proxy.
Voting Instructions to Broker:
If your Class B Common Stock is held in street name, you will need to instruct your broker regarding how to vote your Class B Common Stock. Pursuant to the rules of the New York Stock Exchange, your broker has discretion to vote your Class B Common Stock without your instructions only under certain circumstances. In general, brokers have discretionary voting authority on behalf of their customers with respect to "routine" matters when they do not receive timely voting instructions from their customers. Brokers do not have discretionary voting authority on behalf their customers with respect to "non-routine" matters, and a "broker non-vote" occurs when a broker does not receive voting instructions from its customer on a non-routine matter.
Only the ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditor is considered a "routine" matter for which brokers may vote uninstructed shares. No other proposal to be voted on at the Annual Meeting is considered a "routine" matter, so your broker cannot vote your Class B Common Stock on any of the other proposals unless you provide your broker with voting instructions for each of these matters. If you do not provide voting instructions on a "non-routine" matter, your shares will not be voted on that matter. It is, therefore, important you vote your shares.
This Proxy Statement, the form of proxy, and the Company's Annual Report are available at https://www.proxyvote.com.
PROPOSAL 1: Election of DirectorsThe Nominating and Corporate Governance Committee (the "Nominating Committee") has recommended the ten director nominees named below for election as directors at the Annual Meeting. All of these director nominees are presently serving on our Board of Directors (the "Board"). Each nominee has consented to being named in this proxy statement and to serve if elected for a one-year term.
The ten presently serving director nominees have been nominated to serve as directors based on their record of service and individual contributions to the overall mission and responsibilities of the Board. Unless otherwise specified, the shares of Class B Common Stock represented by the proxies at the Annual Meeting will be voted to elect the ten director nominees named below. In the event any of these ten director nominees are unable to serve (which is not anticipated), the persons named as proxies in the proxy card will vote for another director nominee, if any, chosen by the Board to fill the vacancy. The names and biographies of each of the director nominees for election to the Board are set forth below.
Director Nominees
OLE G. ROSGAARD |
Age: 62 Director since 2022 President and Chief Executive Officer Mr. Rosgaard has served as President and Chief Executive Officer of the Company since February 2022. From July 2021 through January 2022, Mr. Rosgaard served as Chief Operating Officer of the Company. From June 2019 through June 2021, he served as Senior Vice President, Group President of Global Industrial Packaging. From June 2019 to September 2020, he was also responsible for Global Sustainability. From June 2017 to June 2019, Mr. Rosgaard served as Senior Vice President, Group President of Rigid Industrial Packaging & Services - Americas and Global Sustainability. Prior to that time and since joining the Company in 2015, Mr. Rosgaard served in various other leadership roles. Mr. Rosgaard currently sits on the Board of the American Forest & Paper Association, an industry association. In the past, he served on the Board of United Way of Delaware County, Ohio. Mr. Rosgaard was nominated to serve as a director based on his experience and strong leadership as our President and Chief Executive Officer, as well as his proven track record of operational execution. In making its nomination of Mr. Rosgaard, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of manufacturing, business operations, strategic planning, customer service, sustainability, and supply chain. |
BRUCE A. EDWARDS |
Age: 70 Independent Director since 2006 Chairman of the Board Stock Repurchase Committee (Chair) member From March 2008 until his retirement in September 2015, Mr. Edwards served on the Executive Management Board of Deutsche Post DHL, a global provider of mail and logistic services, with responsibility for running the supply chain operating unit of Deutsche Post DHL. From March 2007 through February 2008, Mr. Edwards was Global Chief Executive Officer for DHL Supply Chain, a supply chain services division of a subsidiary of Deutsche Post DHL. Prior to that time and for more than five years, he was Chief Executive Officer of Exel Americas, a supply chain services subsidiary of Deutsche Post DHL. Mr. Edwards currently serves on the Board of Advisors of ODW Logistics, a private company. In the past, he served on several other for-profit and non-profit boards. Mr. Edwards was nominated to serve as a director and Chairman based on his background, experience and judgment as an executive officer of a global supply chain services company. In making its nomination of Mr. Edwards, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of auditing, finance, risk management, strategy, supply chain, corporate governance and mergers and acquisitions and his global board experience on publicly traded companies on the London exchange, which is especially valuable with respect to our international operations and regulatory affairs. |
MARK A. EMKES |
Age: 73 Independent Director since 2008 Compensation (Chair) and Nominating Committee member From January 2011 until his retirement in May 2013, Mr. Emkes served as Commissioner of Finance and Administration for the State of Tennessee. Previously, Mr. Emkes was Chairman and Chief Executive Officer of Bridgestone Americas, Inc. and Bridgestone Americas Holdings, Inc., a tire and rubber manufacturing company, for more than five years prior to his retirement from that position in February 2010. He was also President of these companies from January 2009 until his retirement. Mr. Emkes currently serves on the Board of CoreCivic Corporation (NYSE) and Boy Scouts of America - Middle Tennessee Council. In the past, he served on several other for-profit and non-profit boards. Mr. Emkes was nominated to serve as a director based on his background, experience and judgment as the chairman and chief executive officer of a major international manufacturing company and as a senior state government official. In making its nomination of Mr. Emkes, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of auditing, finance, operations, strategy, global markets, mergers and acquisitions, and information technology, and his broad leadership ability and experience in state government and on several public company boards, which provides him with valuable regulatory experience and a deep understanding of corporate governance. |
JILLIAN C. EVANKO |
Age: 48 Independent Director since 2024 Audit Committee Member Since January 2025, Ms. Evanko has served as President and CEO of Duravant LLC, a global provider of automation solutions, primarily in the food processing and packaging industries. From June 2018 to January 2025, Ms. Evanko served as President and CEO of Chart Industries, Inc., a global manufacturer of cryogenic and compression equipment servicing the clean energy and industrial gas markets. From 2017 to June 2018, Ms. Evanko served as Chief Financial Officer and Chief Accounting Officer of Chart Industries. From 2016 to 2017, Ms. Evanko served as the Chief Financial Officer of Truck-Lite Co., LLC, a global manufacturer of LED lighting systems for commercial vehicles. From 2004 to 2016, Ms. Evanko served in various leadership roles with Dover Corporation, a global manufacturer and digital solutions provider, including Chief Financial Officer of various Dover subsidiaries. Prior to that time, Ms. Evanko served in finance roles at Sony Corporation, an entertainment and technology company; Honeywell Corporation, an aerospace, automation, and sustainable technology solutions company; and Arthur Andersen LLP, an accounting firm. Ms. Evanko currently serves on the Board of the National Association of Manufacturers, an industry association. From June 2018 to January 2025, she served on the Board of Chart Industries, Inc. (NYSE). From January 2021 to October 2024, she served on the Board of Parker Hannifin (NYSE). She has also served on several other for-profit and non-profit boards. Ms. Evanko was nominated to serve as a director based on her background, experience and judgment as the president and chief executive officer of a publicly traded manufacturing company, as well as her many years as a finance executive at multiple other manufacturing companies. In making its nomination of Ms. Evanko, the Nominating Committee considered her valuable and extensive experience and knowledge in the areas of auditing, finance, operations, strategic planning, and risk management, and her experience as a board member of various publicly traded companies. |
JOHN W. McNAMARA |
Age: 61 Independent Director since 2009 Nominating (Chair) and Compensation Committee member Prior to September 2017 and for more than five years, Mr. McNamara served as President and Owner of Corporate Visions Limited, LLC, a provider of aviation management educational and training programs including designing aviation management programs for universities globally. Mr. McNamara was nominated to serve as a director based on his background, experience and judgment as owner and president of an aviation services company. In making its nomination of Mr. McNamara, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of auditing, finance, strategic planning, risk management, regulatory affairs and customer service. |
FRANK C. MILLER |
Age: 52 Independent Director since 2023 Nominating, Compensation, and Stock Repurchase Committee Member Since August 2018, Mr. Miller has been a partner with the law firm of Baker & Hostetler LLP. From July 2008 to July 2018, Mr. Miller served as Senior Counsel at Kaiser Permanente, a not-for-profit health care plan organization. Prior to July 2008, Mr. Miller was a partner at Baker & Hostetler LLP. Mr. Miller was nominated to serve as a director based on his background, experience and judgment as a partner at a major national law firm. In making its nomination of Mr. Miller, the Nominating Committee considered his valuable and extensive experience and perspective in the areas of legal and regulatory matters, healthcare, compliance, corporate governance, mergers and acquisitions, risk management, fiduciary duties, customer service and strategic planning. |
KAREN A. MORRISON |
Age: 66 Independent Director since 2023 (Director since 2022) Audit Committee Member Since 2008, Ms. Morrison has served as President of the OhioHealth Foundation and as Senior Vice President of External Affairs, OhioHealth, a not-for-profit system of hospitals and healthcare providers in Ohio. Ms. Morrison has held various leadership roles at OhioHealth since joining that organization in 1988. Ms. Morrison currently serves on the Board of Park National Bank (NYSE), Palmer-Donavin Manufacturing Company, a private company, and the Columbus Regional Airport Authority. In the past, she served on several other for-profit and non-profit boards. Ms. Morrison was nominated to serve as a director based on her leadership, experience and judgment as an executive leader within the healthcare industry. In making its nomination of Ms. Morrison, the Nominating Committee considered her valuable and extensive experience and knowledge in the areas of governance, government affairs, auditing, finance, ethics and compliance, healthcare, strategic planning and mergers and acquisitions. |
ROBERT M. PATTERSON |
Age: 53 Independent Director since 2020 Audit (Chair) and Stock Repurchase Committee member Audit Committee Financial Expert From May 2014 to December 2023, Mr. Patterson served as President and Chief Executive Officer of Avient Corporation, a provider of specialty polymer materials, and from May 2016 also served as its Chairman of the Board. From May 2008 to April 2014, Mr. Patterson served in various leadership roles with Avient, including Chief Financial Officer. Prior to that time, Mr. Patterson served in leadership roles at Novelis, Inc., a manufacturer of aluminum-rolled products, and SPX Corporation, a multi-industry manufacturer and developer. Mr. Patterson was nominated to serve as a director based on his leadership, experience and judgment as a recent chief executive officer and chairman of a publicly traded manufacturing company and his hands on management and operations experience in various industries and markets relevant to our products and services. In making its nomination of Mr. Patterson, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of auditing, finance, global markets, operations, strategic planning, risk management, corporate governance and mergers and acquisitions, and his experience as chairman of the board of a publicly traded company. |
B. ANDREW ROSE |
Age: 55 Independent Director since 2024 Audit and Compensation Committee member From December 2023 until his retirement in October 2024, Mr. Rose served as President and CEO of Worthington Enterprises, Inc., a designer and manufacturer of industrial and consumer building products and sustainable energy solutions. From September 2020 to December 2023, Mr. Rose served as President and CEO of Worthington Industries, the predecessor to Worthington Enterprises and Worthington Steel, Inc., a steel processing business. Prior to 2020 and for more than five years, Mr. Rose served in various leadership roles at Worthington Industries, including Chief Financial Officer. Prior to that time, Mr. Rose served as a partner at MCG Capital Advisory, a private equity investment advisory firm, and Peachtree Equity Partners, a private equity investment firm. Mr. Rose currently serves on the Board of Sterling Infrastructure Inc. (NASDAQ) and OhioHealth Corporation, a nonprofit hospital and health services organization. From December 2023 to November 2024, he served on the Board of Worthington Enterprises (NYSE). In the past, he served on several other for-profit boards. Mr. Rose was nominated to serve as a director based on his leadership, experience and judgment as a recent chief executive officer of a publicly traded manufacturing company and his years in leadership and other finance roles, both in the manufacturing and private equity sectors. In making its nomination of Mr. Rose, the Nominating Committee considered his valuable and extensive experience and knowledge in areas of finance, operations, strategic planning, risk management, and mergers and acquisitions, and his experience as a board member of several public, private and nonprofit entities. |
KIMBERLY T. SCOTT |
Age: 53 Independent Director since 2022 Compensation and Nominating Committee member Since March 2025, Ms. Scott has operated KDT Strategic Advisors, LLC, a consulting firm advising private equity companies. From October 2021 to March 2025, Ms. Scott served as President and Chief Executive Officer of Vestis Corporation (formerly Aramark Uniform Services, a division of Aramark), a leading provider of uniform services. From January 2021 to September 2021, Ms. Scott served as Chief Operating Officer of Terminix Global Holdings, a provider of residential and commercial pest control services, and from December 2019 to January 2021 she served as President of Terminix Residential, a division of Terminix Global Holdings. From July 2018 to September 2019, Ms. Scott served as President of Rubicon Global Holdings, a provider of cloud-based waste and recycling solutions. Prior to that time and for more than five years, Ms. Scott served in various leadership roles at Brambles Limited, including President of CHEP North America, a global leader in the provision of reusable pallets, crates and containers and logistic services. From October 2023 to March 2025, Ms. Scott served on the Board of Vestis Corporation (NYSE). In the past, she served on several other for-profit and non-profit boards. Ms. Scott was nominated to serve as a director based on her leadership, experience and judgment as a president and chief executive officer of a leading global uniform services provider and her management and operations experience in various industries and markets relevant to our products and services. In making its nomination of Ms. Scott, the Nominating Committee considered her valuable and extensive experience and knowledge in the areas of manufacturing, supply chain, operations, logistics, strategic planning, global markets, customer service, environmental, risk management, and mergers and acquisitions. |
Proposal 1: Board Recommendation
The Board of Directors recommends that Class B stockholders vote FOR the election of all nominees listed above to the Board of Directors.
PROPOSAL 2: Ratification of Appointment of Independent AuditorThe Board of Directors is recommending that the Company's Class B stockholders consider and vote at the Annual Meeting to ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor for fiscal year 2026.
Deloitte & Touche LLP served as our independent registered public accounting firm for fiscal 2025, which ended September 30, 2025. Deloitte & Touche LLP was initially engaged by the Audit Committee as our independent registered public accounting firm in August 2014. See "Audit Committee Pre-Approval Policy" and "Fees of the Independent Registered Public Accounting Firm" for additional information.
The Audit Committee and the Board believe the appointment of Deloitte & Touche LLP as the Company's independent registered accounting firm and auditor for fiscal year 2026 is appropriate because of the firm's reputation, qualifications, and experience. Although not required, the Board is submitting the appointment of Deloitte & Touche LLP to Class B stockholders for ratification as a matter of good corporate practice.
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.
The favorable vote of a majority of the outstanding shares of Class B Common Stock present and voting at the Annual Meeting on this Proposal is required to ratify, on an advisory basis, the appointment of Deloitte & Touche LLP. Abstentions on this Proposal will have the same effect as not voting or expressing a preference, as the case may be, and will not have a positive or negative effect on the outcome of this Proposal. This Proposal is considered a routine matter on which a broker or other nominee has discretionary authority to vote. Accordingly, brokers, banks and other similar institutions may vote uninstructed shares of their clients on this Proposal.
This vote is advisory and therefore will not be binding on the Company, although the Company may take into account the outcome of the vote when considering future appointments of independent auditors. Even if the selection of Deloitte & Touche LLP is ratified by Class B stockholders, the Audit Committee, in its discretion, could decide to terminate the engagement of Deloitte & Touche LLP and to engage another independent registered public accounting firm as the Company's auditor if the Audit Committee determines such action is in the best interests of the Company and our stockholders.
Proposal 2: Board Recommendation
The Board of Directors recommends that Class B stockholders vote FOR ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent auditor for fiscal year 2026.
PROPOSAL 3: Advisory Vote on Compensation of Named Executive OfficersAt the Annual Meeting, the Class B stockholders will be requested to consider and vote upon the following resolutions concerning the compensation of the Company's NEOs for fiscal 2025, pursuant to Section 14A of the Securities Exchange Act of 1934.
"Resolved, that the Class B Stockholders hereby approve, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation Tables, as well as the other narrative compensation disclosures contained in this 2026 proxy statement."
This vote is advisory only and not binding on the Board, although the Compensation Committee may take into account the outcome of the vote when considering future executive compensation arrangements.
Board Recommendation
The Board of Directors recommends that Class B stockholders vote FOR approval of the compensation of the Named Executive Officers.
CORPORATE GOVERNANCE Board of DirectorsThe Board currently consists of nine independent directors and one director, Mr. Rosgaard, who is an employee of the Company.
Skills and Attributes of our Board
The Board is committed to identifying directors for nomination with the highest ethical values and integrity, mature judgement, unbiased perspective, and the deep expertise necessary to provide proper oversight and counsel to the Company. The Board in collaboration with the Nominating Committee regularly evaluates the skills, qualifications, and experiences desirable of our Board to successfully achieve our long-term business strategies and serve the interest of our stockholders, customers, employees, and communities.
Our directors bring a balanced mix of skills, qualifications, and experiences and we believe their varied backgrounds contribute to an effective and well-balanced Board. Listed below is a summary of the combined skills and attributes of our Board:
Leadership
Governance/Board Service
International
Manufacturing/Supply Chain
Accounting/Finance
Strategy/M&A
Risk Management
Government/ Legal
Technology
Directors with senior leadership experience in complex public, private, and government organizations, whether as an officer or board member, are better able to oversee the management of the Company. This experience brings perspective in analyzing and overseeing the execution of important operational issues and developing strategy to drive change and growth. Directors with leadership experience generally possess strong abilities to motivate and manage others and to recognize and develop leadership skills in others.
Directors with corporate governance experience gained from service on company boards provide valuable insight into the dynamics and operations of the Board and the impact that governance and compensation decisions have on the Company and stockholders. This supports the Company's goals of strong corporate governance practices through Board and management accountability, transparency, legal and regulatory compliance, and protection of stockholder interests.
Directors with international or global markets experience bring valuable knowledge and perspective of global industry dynamics to the Company, including exposure to different cultural perspectives and practices and different political and regulatory environments. This provides critical insight into the scope of opportunities and risk related to our international operations.
Directors with experience and responsibility for managing or overseeing the manufacturing operations and supply chain logistics of a company gain extensive experience with maximizing operational performance and efficiencies while managing expenses and can provide insight and guidance in connection with strategy to deliver cost savings and fuel growth through sustainable means.
Directors with an understanding of accounting, financial reporting, capital allocation processes, and financial markets are essential to ensuring effective oversight of the Company's financial resources and processes and providing valuable advice and insights with respect to establishing a successful capital strategy critical to our ongoing success.
Directors with strategic planning and merger and acquisition experience are able to provide insight as we identify the best strategic manner in which to expand our business and drive growth either through innovative strategic initiatives or acquisitions and other business ventures. Such individuals can provide valuable guidance on how to develop a strategic plan and oversee the execution of key strategic initiatives and evaluate our progress of those initiatives.
Directors with risk management and compliance oversight experience can provide valuable insight and guide the Board and management in executing its responsibilities to identify, evaluate, and understand the various risks and the magnitude of those risks facing the Company and ensure there are appropriate policies and procedures in place to effectively mitigate and manage those risks.
Directors with government and legal experience have valuable insight into the key issues the Company faces with navigating and complying with legal reporting requirements and governmental and regulatory affairs in a complex global economy.
Directors with digital and technology experience have valuable insight into the evolution of fast-paced technology, can assess and advise on potential information security challenges, and improve efficiency and productivity through oversight of the selection and implementation of new technologies to enhance safety, operations, and sales.
Directors with healthcare services and hospital systems experience are able to provide valuable insight into the complexity of the healthcare industry and can provide guidance on supporting and enhancing health and well-being within in our zero-harm safety strategy and Company offered health and wellness
Healthcare
benefits.
Board Responsibilities
The Board oversees, counsels, and directs management in the long-term interest of our stockholders. The primary responsibilities of the Board and its committees include:
Strategy: The Board actively works with management to develop annual and long-term strategies for the Company. The Board evaluates, approves, and monitors the achievement of our business, strategic, and financial objectives, plans, and actions.
Leadership and Succession Planning: The Board and the Nominating Committee are responsible for the selection and evaluation of our directors for election to the Board and oversee Board succession planning, and the Board and the Compensation Committee oversee the succession planning process for the Chief Executive Officer ("CEO") and other senior executive officers.
Operating Performance: The Board regularly monitors our operational execution and financial performance and discusses improvements and changes when appropriate. The Board holds management accountable for the execution of our strategic plans. The Board and the Audit Committee also work with management in the assessment and mitigation of our major risk factors.
Governance: The Board and its committees oversee the establishment, implementation, and maintenance of policies, practices, and procedures to ensure that our business is conducted with the highest standards of ethical conduct and in conformity with applicable laws.
Sustainability: The Board and the Nominating Committee monitor environmental, social, and governance related issues and the Company's sustainability strategies.
Committees of the Board
The Board currently has the following committees:
AUDIT COMMITTEE 5 meetings in fiscal 2025
Members:
Robert M. Patterson (Chair and Audit Committee Financial
Expert)
Jillian C. Evanko Karen A. Morrison
B. Andrew Rose
Primary Responsibilities:
Oversees the integrity of our financial reporting and accounting process
Reviews audits of our consolidated financial statements and effectiveness of the internal accounting controls and internal auditing methods
Oversees our enterprise risk management program and cyber risk exposures
Oversees our compliance with legal and regulatory requirements
Monitors and evaluates our internal audit function and reviews the internal audit plan
Appoints and oversees our independent auditors and reviews their qualifications, independence, compensation, and performance
Meets separately and on a regular basis with Company's independent auditors and internal audit function to consult and review the scope of their audits
Reviews critical audit matters
Reviews and approves related party transactions
COMPENSATION COMMITTEE 8 meetings in fiscal 2025
Members:
Mark A. Emkes (Chair) John W. McNamara Frank C. Miller
B. Andrew Rose Kimberly T. Scott
Primary Responsibilities:
Oversees the execution of our compensation philosophy and objectives
Reviews and approves annually corporate goals and objectives relating to the CEO's compensation, evaluates the CEO's performance, and reviews and approves annually the total compensation of the CEO
Reviews and approves annually the total compensation of other executive officers of the Company
Oversees succession planning process for the CEO and other senior executive officers
Reviews at least annually our incentive compensation and equity-based compensation plans, including their design and implementation
Appoints and oversees an independent compensation consultant and reviews its independence and performance
Evaluates and approves compensation for outside directors
Reviews and confirms our incentive compensation plans do not encourage unnecessary and excessive risk
Reviews and discusses with management the Compensation Discussion and Analysis and recommends to the Board its inclusion in the proxy statement
Administers our short-term and long-term incentive plans, which each have received stockholder approval
Approves participants for incentive plans from among our executive officers and key employees
Establishes the performance goals and target award amount to be earned by participants based upon the level of achievement of such performance goals
Certifies the extent to which the performance goals have been achieved and determines the amount of the awards that are payable to participants
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE 4 meetings in fiscal 2025
Members:
John W. McNamara (Chair)
Mark A. Emkes Frank C. Miller Kimberly T. Scott
Primary Responsibilities:
Evaluates and recommends to the Board qualified director nominees for election using the criteria set forth in the Committee's charter
Evaluates and recommends changes to the size, composition, and structure of the Board and its committees
Reviews and recommends Board and committee leadership structure and committee membership
Assists the Board with oversight and review of environmental, social, and governance matters
Administers and oversees the annual Board and Committee evaluation process
Oversees Board succession planning
Reviews and recommends to the Board changes to our corporate governance guidelines
STOCK REPURCHASE COMMITTEE 0 meetings in fiscal 2025
Members: Primary Responsibilities:
Bruce A. Edwards (Chair) • Administers our stock repurchase program Frank C. Miller
Robert M. Patterson
The Board held four meetings during fiscal 2025 and all incumbent directors attended at least 75 percent of the meetings of the Board and committees on which he or she served during his or her respective periods of service. Under our Corporate Governance Guidelines, directors are expected to attend our Annual Meeting. All directors nominated for election, at that time, attended the 2025 virtual annual meeting.
Board Leadership Structure
Our Board is the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The day-to-day business is conducted and managed by the management of the Company under the direction of the CEO. Our current Board leadership structure consists of a Chairman of the Board, Mr. Edwards, an independent director, eight other independent directors, and one management director, Mr. Rosgaard, our current CEO.
Our Board believes maintaining separate Chairman and CEO roles continues to be an effective Board leadership structure for the Company. This structure will continue to permit Mr. Rosgaard to primarily focus his time and attention on the business operations, while Mr. Edwards, as Chairman of the Board, directs his attention on guiding the Board's agenda and setting priorities for the Company to strategically address opportunities and challenges. Mr. Edwards' tenure as a director of the Company and his service in a variety of roles as an independent director and business leader of other companies adds valuable insight as Chairman of the Board. The fact that Mr. Edwards is independent also strengthens the Company's corporate governance framework. Mr. Rosgaard, our CEO, has extensive insight into the Company's current opportunities and challenges gained from his service as an executive officer of the Company since 2015. However, it is the Board's belief that no single organizational model is best or most effective in all circumstances. Therefore, although the Board has determined that this leadership structure is the most effective and in the best interests of our stockholders at this time, the Board may implement another structure if deemed to be appropriate in the future.
Our Board has adopted various policies to provide for a strong and independent Board, including the following:
The majority of the Board must be independent of management and have no material relationship with the Company, either directly or indirectly as a partner, stockholder, or officer of an organization that has such a relationship with the Company, and must meet the standards of independence under the applicable rules of the SEC and NYSE listing standards.
Only independent directors are members of the Compensation, Audit, and Nominating Committees.
Independent, non-management directors meet at least four times each year, and during at least one of those meetings, an executive session is scheduled that includes only independent directors.
Director Independence
Pursuant to NYSE rules, in order for a director to qualify as "independent," the Board must affirmatively determine that the director has no material relationship with the Company or management that would impair the director's independence. The Board has adopted categorical standards to assist it in making its determination of director independence.
The Board has determined that all current directors have no material relationships with the Company and, therefore, are independent, except for Mr. Rosgaard. Mr. Rosgaard is currently an employee of the Company. The Board has determined that Mr. Miller is independent because amounts paid for legal services to Baker & Hostetler LLP, where Mr. Miller was a partner during fiscal 2025, were not material to the Company or to the firm (less than $1,000,000), and the nature of the relationship has been properly disclosed to the Board. The Board has also determined that Ms. Scott is independent. The amounts paid for uniform services by the Company to Vestis Corporation, where Ms. Scott served as President and Chief Executive Officer until March 2025, were not material to the Company or Vestis Corporation (less than $25,000). In addition, Ms. Scott's husband serves as the SVP Operations for Tarkett, which is both a supplier and customer of the Company. Neither the amounts paid for recyclable fiber by the Company to Tarkett (less than $10,000) nor
the amounts paid for cores by Tarkett to the Company (approximately $2,000,000) were material to the Company or Tarkett. The nature of the relationships with Vestis Corporation and Tarkett have been properly disclosed to the Board.
Board's Role in Risk Management Oversight
The Board takes an active role in the oversight of our most significant risks. The Board executes its risk oversight function at the Board level and through delegation to its Board committees. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy. The Board recognizes it is neither possible nor prudent to eliminate all risk. Purposeful and appropriate risk-taking is essential for us to be competitive and to achieve our long-term strategic objectives.
While the Board and its committees oversee risk management, management is responsible for day-to-day management of the various enterprise risks facing the Company. Management has developed and administers a formal enterprise risk management program that is a Company-wide effort involving both the Board and management. Management's role is to identify, mitigate, guide, and review the efforts of our business units with respect to risk, consider whether various risks are acceptable, and approve plans to deal with critical business risks that could prevent achievement of our business goals or plans. The Board receives detailed management reports that assess the material risk to us, including strategic, operational, financial, infrastructure, legal, regulatory, cybersecurity, and other external risks facing the Company and ensures that management develops and maintains comprehensive risk management policies and procedures to assess, mitigate, and monitor those risks. The risk oversight responsibilities of the Board and its committees are summarized below:
Board of Directors
Oversees our risk management processes to support the achievement of our long-term strategic objectives
Delegates certain risk management oversight responsibilities to its committees and receives regular reports from each committee
Audit Committee
Oversees risks related to financial statements, financial reporting and disclosure process, accounting, and legal matters
Oversees the internal audit function
Oversees the enterprise risk management program and cyber risk exposures
Oversees risk related to the integrity of our internal controls process
Reviews related party transactions
Compensation Committee
Oversees the risks related to the design and structure of our compensation and benefits program
Reviews incentive compensation arrangements to confirm incentive pay does not encourage unnecessary and excessive risk taking
Nominating Committee
Oversees risks associated with corporate governance policies and procedures and Board performance
Oversees risks associated with Board composition and committee structure
Monitors and reviews emergent environmental, social, and governance related issues, risks, and trends that could affect the Company's business activities and performance
Board's Role in Sustainability Oversight
The Board believes that the pursuit of sustainability efforts is important to our stakeholders and is appropriately represented in our corporate strategy. Sustainability efforts are pursued through a framework that includes an environmental, inclusion, and governance topics and extends to all levels of our organization in support of our ongoing business strategy. The Board has delegated primary responsibility for oversight of these matters to the Nominating Committee. The Nominating Committee evaluates and reviews the Company's policies, activities, and programs related to sustainability matters and makes recommendations to the Board. The Nominating Committee also monitors and evaluates emergent sustainability-related issues, risks, and trends that could affect the Company's business activities and performance, and reviews and assesses the Company's progress against relevant external indices and the Company's strategic short-term and long-term sustainability goals. The Board receives annual updates on behalf of our Sustainability Steering Committee.
While the Board and the Nominating Committee oversee the Company's sustainability efforts, management is responsible for the day-to-day coordination of integrating sustainability into our strategy and operations, reviewing our sustainability progress and priorities quarterly, and ensuring accountability at all levels of our organization administered through our Sustainability Steering Committee. Our Sustainability Steering Committee meets on a quarterly basis with the leaders of our global sustainability teams that comprise the Sustainability Management Team, who are responsible for tracking the level of achievement of our global sustainability targets. The Sustainability Steering Committee guides the activities of our Sustainability Management Team, which works with topic teams consisting of representatives from each of our business units to drive facility-level projects and priorities.
During fiscal year 2023, we announced our 2030 sustainability targets that focus on decarbonization, waste reduction, circularity, and supply chain. Our long-term sustainability targets from an environmental perspective include reducing our Scope 1 and Scope 2 greenhouse emissions to combat climate change through the increased use of renewable power, energy efficient equipment, and the testing of new technologies, achieving zero waste to landfill at 97 percent of our production facilities, and accelerating our progress to achieve 100% recyclability, along with increased recovery of used products and use of recycled materials. We actively engage and collaborate with customers and suppliers to deliver innovative products that assist with reducing the environmental impact of packaging solutions and support decarbonization goals, while expanding our end-of-life and recycling capabilities to meet the growing demand for circular packaging solutions.
From a corporate social perspective we are actively advancing programs to create an even safer, more engaged and inclusive workforce setting where all colleagues can grow and thrive. Our safety, inclusion, and colleague engagement goals include annual progress towards achieving zero harm at all facilities globally and the expansion of internal human rights assessments.
We published our first sustainability report in 2009 and issued our 16th consecutive sustainability report in April 2025, which was based on our fiscal year performance ending October 31, 2024. The report provides our 2025 sustainability goals and 2030 sustainability targets and highlights progress and strategies underway to achieve those goals and targets. Our sustainability report is prepared with reference to the Global Reporting Initiative Standards, SASB Application Guidance and fulfills the United Nations Global Compact annual Communication on Progress. We also aligned our climate-related disclosures with recommendations from the Task Force on Climate-related Financial Disclosures. Our 2024 report is available in full at https://www.greif.com/sustainability-2024/report-downloads/.
Notable highlights and awards include the following:
Environmental Highlights |
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Colleague Highlights |
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Awards |
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Availability of Corporate Governance Documents
The Board has adopted the following corporate governance documents (the "Corporate Governance Documents"):
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Each of the Corporate Governance Documents are posted on our website at https://www.greif.com under "Investors - Corporate Governance -Governance Documents." The Insider Trading Policy has also been filed as Exhibit 19 in the Annual Report on Form 10-KT for the fiscal year ended September 30, 2025. Copies of each of the Corporate Governance Documents are also available in print to any stockholder of the Company, without charge, by making a written request to the Company. Requests should be directed to Greif, Inc., Attention: Secretary, 425 Winter Road, Delaware, Ohio 43015.
Director Compensation for Fiscal 2025The following table sets forth the compensation paid to our current and former outside directors during fiscal 2025:
Fees | Stock Awards | All Other Compensation | Total | |
Name (1) | ($) | ($) (2) | ($) | ($) |
Bruce A. Edwards | 235,053 | 159,947 | - | 395,000 |
Mark A. Emkes | 147,553 | 159,947 | - | 307,500 |
Jillian C. Evanko | 117,053 | 159,947 | - | 277,000 |
John W. McNamara | 137,553 | 159,947 | - | 297,500 |
Frank C. Miller | 122,553 | 159,947 | - | 282,500 |
Karen A. Morrison | 117,053 | 159,947 | - | 277,000 |
Robert M. Patterson | 142,053 | 159,947 | - | 302,000 |
B. Andrew Rose | 117,053 | 159,947 | - | 277,000 |
Kimberly T. Scott | 122,553 | 159,947 | - | 282,500 |
As an employee of the Company during fiscal 2025, Mr. Rosgaard was not compensated for his services as a director. See "Executive Compensation Tables -Summary Compensation Table" for information on Mr. Rosgaard's compensation as CEO.
Amounts in this column represent the dollar amount recognized for financial statement reporting purposes during fiscal 2025 computed in accordance with Accounting Standards Codification ("ASC") 718 and represents the cash value of the total number of restricted shares of Class A Common Stock awarded to such director during fiscal 2025 under our Amended and Restated Outside Directors Equity Award Plan (2,668 shares per outside director serving as of the 2025 annual meeting). The amounts reported reflect the closing price of our shares of Class A Common Stock on February 21, 2025 ($59.95), the last trading day preceding the date on which the shares were granted.
As of September 30, 2025, each current outside director owned 6,931 shares of Class A Common Stock that had been awarded under the Amended and Restated Outside Directors Equity Award Plan (or, prior to 2023, the 2005 Directors Equity Plan, defined below) that were subject to restrictions on transfer, except Ms. Evanko and Mr. Rose who each owned 4,133 shares of Class A Common Stock subject to restrictions on transfer. For the aggregate number of restricted and non-restricted shares of Class A and Class B Common Stock beneficially owned by each of the outside directors, see "Stock Holdings of Certain Beneficial Owners and Management." No stock options have been awarded to any outside director since 2005 and no stock options are outstanding.
Director Compensation Arrangements
The Compensation Committee is responsible for setting the overall compensation strategy and policies for our outside directors. Directors who also serve as employees of the Company or any of its subsidiaries are not compensated for their service as a director. Directors may also receive additional compensation for performing duties assigned by the Board or its committees that are considered beyond the scope of the ordinary responsibilities of a director or committee member.
The compensation fee arrangement for our outside directors for fiscal 2025 is set forth below. The Board annual cash retainer was paid in equal quarterly installments, as applicable. The annual Committee and Chair cash retainers were paid annually, as applicable. The stock award is issued annually after the annual stockholders meeting.
Board of Director Position | Board Annual Retainer | Stock Award |
Chairman of the Board | $235,000 | $160,000 |
All Other Outside Directors | $105,000 | $160,000 |
Committee | Committee Annual Retainer | Committee Chair Annual Retainer |
Audit | $12,000 | $25,000 |
Compensation | $10,000 | $25,000 |
Nominating | $7,500 | $15,000 |
The Compensation Committee administers the Amended and Restated Outside Directors Equity Award Plan, which provides annual equity awards to outside directors. Prior to the 2023 annual meeting, the Compensation Committee administered the 2005 Outside Directors Equity Award Plan (the "2005 Directors Equity Plan"), which was replaced by the Amended and Restated Outside Directors Equity Award Plan. Each outside director elected during the 2025 annual meeting of stockholders (held on February 24, 2025) received a number of restricted shares of Class A Common Stock under this plan in an amount equal to approximately $160,000 divided by the last reported sale price of a share of Class A Common Stock on the NYSE on February 21, 2025 (the last trading day immediately preceding the date of the 2025 annual meeting). None of these shares of Class A Common Stock are subject to any risk of forfeiture; however, such shares are subject to restrictions on transfer for three years. All such shares are fully vested on the award date with eligibility to participate in the receipt of all dividends declared on our shares of Class A Common Stock.
In addition to the compensation described above, we provide a health and wellness program for our outside directors which includes annual physical exams, and we reimburse outside directors for expenses incurred to attend Board and committee meetings. We offer no other perquisites to our outside directors.
Stock Ownership Guidelines for Directors
Each outside director is required to own a minimum of five times his or her annual retainer in shares of Company common stock after five years of service as a director. Restricted shares of Class A Common Stock awarded to an outside director under any of our outside
director equity award plans and the receipt of which has been deferred at the election of such outside director under the terms of the Directors Deferred Compensation Plan, described below, are counted as owned by the deferring outside director for purposes of these stock ownership guidelines. The Board evaluates whether exceptions should be made in the case of any outside director who, due to his or her unique financial circumstances, would incur a hardship by complying with these requirements. All outside directors are currently in compliance with our stock ownership guidelines.
Director Participation in Directors Deferred Compensation Plan
Under the Directors Deferred Compensation Plan, outside directors may elect to defer between 25 and 100 percent of their respective retainer and committee fees, as well as restricted stock awards granted under the Amended and Restated Outside Directors Equity Award Plan. Once made, any such elections (including without limitation the percentage of Board fees and/or restricted stock to be deferred) are irrevocable for all such amounts earned during the calendar year for which the election is made. The participants are fully vested in the value of their account, including investment returns, at all times.
The plan is considered an "unfunded" arrangement as amounts generally are not set aside or held by the Company in a trust, escrow, or similar account. Notwithstanding the foregoing, deferrals of restricted stock are held in a "rabbi trust" established by the Company. Deferrals of cash compensation under the plan are credited to a participant's account under the plan as "Phantom Shares." "Phantom Shares" have a value equal to the market value from time to time of shares of our Class A Common Stock. The number of Phantom Shares credited to a participant's account is based on the dollar amount of deferral, divided by the then-current per share value of our shares of Class A Common Stock. If a dividend is declared and credited on shares of our Class A Common Stock, the Phantom Shares are credited with a corresponding dividend in the form of additional Phantom Shares within sixty days of that date. Dividends paid on shares of restricted stock held in the rabbi trust are contributed to the rabbi trust and are paid from the rabbi trust to the participants and are not accumulated in the rabbi trust.
Generally, the plan provides that each participant will receive his or her cash deferral account value as retirement benefits under the plan upon termination from Board membership in substantially equal monthly payments over a ten year period, and will receive all restricted stock deferrals in a single distribution on the first day of the second month following a participant's termination from Board membership. However, participants may elect to receive:
Cash compensation deferrals (credited as Phantom Shares) in a single lump sum payment, annual installments over a five-year period or a series of two payments. Depending on the form of payment elected, a participant may choose a fixed date for distribution or the earlier of a fixed date or such participant's termination of Board membership. If a Participant elects to receive a series of two payments, the participant must specify a fixed date for each payment and must specify the percentage of his or her cash compensation deferral to be paid on each specified date.
Restricted stock deferrals upon: (a) a fixed date that is at least three years after the date the restricted stock is awarded; or (b) the earlier of (i) a fixed date that is at least three years after the date the restricted stock is awarded, or (ii) the participant's termination from Board membership.
The following information relates to executive officers of the Company as of the date of this proxy statement (elected annually):
Name | Age (1) | Positions and Offices | Year first became executive officer |
Ole G. Rosgaard | 62 | President and Chief Executive Officer | 2015 |
Lawrence A. Hilsheimer | 67 | Executive Vice President, Chief Financial Officer | 2014 |
Bala V. Sathyanarayanan | 54 | Executive Vice President, Chief Human Resources Officer | 2018 |
Gaylord A. Benner | 50 | Senior Vice President, SBU GM, Sustainable Fiber Solutions | 2025 |
Timothy L. Bergwall | 60 | Senior Vice President, Chief Commercial Officer | 2014 |
Vivian E. Bouet | 53 | Senior Vice President, Chief Information and Digital Officer | 2022 |
L. Dennis Hoffman | 57 | Senior Vice President, General Counsel and Secretary | 2025 |
J. Alexander Johansson | 54 | Senior Vice President, SBU GM, Durable Metal Solutions | 2025 |
Kimberly A. Kellermann | 48 | Senior Vice President, Chief Operations Officer | 2022 |
Matthew B. Leahy | 46 | Senior Vice President, SBU GM, Innovative Closure Solutions | 2025 |
Gustavo H. Libanio | 50 | Senior Vice President, SBU GM, Customized Polymer Solutions | 2025 |
Vidhya S. Sriram | 48 | Vice President, Corporate Treasurer | 2025 |
Michael J. Taylor | 41 | Vice President, Corporate Controller | 2022 |
(1) As of February 23, 2026, the date for the 2026 Annual Meeting of the Company.
Ole G. Rosgaard has served as President and Chief Executive Officer since February 2022. From July 2021 to February 2022, Mr. Rosgaard served as Chief Operating Officer. From June 2019 to June 2021, he served as Senior Vice President and Group President of Global Industrial Packaging, and from June 2019 to September 2020, Mr. Rosgaard was also responsible for Global Sustainability. From June 2017 to June 2019, Mr. Rosgaard served as Senior Vice President and Group President, Rigid Industrial Packaging & Services ("RIPS") - Americas and Global Sustainability. From August 2015 to June 2017, he served as Vice President and Division President, RIPS-North America. In January 2016, he assumed additional responsibility for RIPS-Latin America and Container Life Cycle Management LLC. Prior to joining the Company in August 2015, and for more than five years, he served in various roles of increasing responsibility with Icopal a/s, a designer, manufacturer and installer of high end roofing solutions, including managing director in Denmark, group managing director/chief executive officer of the West European Region and group managing director/chief executive officer of the Central European Region.
Lawrence A. Hilsheimer has served as Executive Vice President and Chief Financial Officer since joining the Company in May 2014. From April 2013 to April 2014, Mr. Hilsheimer was executive vice president and chief financial officer of The Scotts Miracle-Gro Company. From August 2012 to March 2013, Mr. Hilsheimer was the president and chief operating officer of Nationwide Retirement Plans, a division of Nationwide Mutual Insurance Company. From January 2010 to July 2012, Mr. Hilsheimer was the president and chief operating officer of Nationwide Direct & Customer Solutions, also a division of Nationwide Mutual Insurance Company. For the two years prior to that time, he was executive vice president and chief financial officer of Nationwide Mutual Insurance Company. Prior to joining Nationwide, he was vice chairman and regional managing partner for Deloitte & Touche USA, LLP, which included serving on the board of directors of the Deloitte Foundation. Mr. Hilsheimer is a director and chair of the audit committee and member of the nominating and corporate governance committee of Installed Building Products, Inc., a publicly traded (NYSE) installer of insulation products and is the lead independent director and chair of the audit committee of Root, Inc., a publicly traded (Nasdaq) technology-based insurance company.
Bala V. Sathyanarayanan has served as Executive Vice President and Chief Human Resources officer since July 2021. From November 2018 to June 2021, Mr. Sathyanarayanan was Senior Vice President and Chief Human Resources Officer. From January 2017 to October 2018, Mr. Sathyanarayanan served as executive vice president, human resources, North American Operations, for the Xerox Corporation. From July 2012 to January 2017, Mr. Sathyanarayanan was vice president, business transformation and human resources, Xerox Technology, a provider of print and digital document products and services. Prior to joining Xerox Corporation, and for more than five years, Mr. Sathyanarayanan served in various human resources roles at Hewlett-Packard Inc., a global provider of personal computers and printers and printing solutions.
Gaylord A. Benner has served as Senior Vice President, Strategic Business Unit General Manager for Sustainable Fiber Solutions since November 2025. From May 2024 to October 2025, Mr. Benner served as Global Vice President for Boxboard & Converted within the Fiber segment. From November 2022 to April 2024, he served as Vice President and General Manager of the Industrial Products Group. From July 2019 to October 2022, he served as Vice President and General Manager for Global Industrial Packaging across the Americas. Since joining Greif in 2002, Mr. Benner has served in various senior leadership roles with responsibility spanning Asia Pacific, North America, and Latin America within Rigid Industrial Packaging, Flexible Products and Services, and Global Supply Chain and Logistics.
Timothy L. Bergwall has served as Chief Commercial Officer since November 2024 and Senior Vice President since February 2019. From May 2015 to October 2024, Mr. Bergwall served as Group President, Paper Packaging & Services and President of Soterra LLC. Prior to that time, Mr. Bergwall served as Vice President and Division President, Paper Packaging & Services and held various other leadership roles in paper packaging at Greif.
Vivian E. Bouet has served as Senior Vice President, Chief Information and Digital Officer since December 2024 and Vice President since joining the Company in December 2022. From October 2018 to December 2022, Ms. Bouet served as chief information officer at CPS Energy, the largest municipally owned electric utility provider in the United States. From August 2014 to October 2018, Ms. Bouet served as executive senior director, business transformation at Walgreen's, an international leader in integrated healthcare, pharmacy, and retail services. From July 2007 to August 2014, Ms. Bouet served in various technology leadership roles at Anthem, Inc. (currently known as Elevance Health, Inc.). Prior to that time, and for more than five years, Ms. Bouet served as a principal consultant in technology, supporting multiple industries.
L. Dennis Hoffman has served as Senior Vice President, General Counsel and Secretary since October 2025. From March 2019 to September 2025, Mr. Hoffman served as Vice President, Deputy General Counsel and Assistant Secretary. From April 2010 to February 2019, he served as Assistant General Counsel. Prior to joining Greif in 2010, Mr. Hoffman held roles as a Partner at Baker Hostetler LLP and as Regional Counsel for Holcim (US) Inc.
J. Alexander Johansson has served as Senior Vice President, Strategic Business Unit General Manager for Durable Metal Solutions since November 2025. From May 2024 to October 2025, Mr. Johansson served as Global Vice President for Intermediate Bulk Containers within the Polymer segment. From July 2013 to April 2024, he served as a regional Operations Director in EMEA, first in Scandinavia and then increasing his scope to include the United Kingdom in September 2019 and Belgium in November 2021. Prior to joining Greif in 2013, Mr. Johansson held a Regional Managing Director role for the NSG Group, a leading global glass manufacturer.
Kimberly A. Kellermann has served as Chief Operations Officer since November 2024. In January 2025, she assumed additional responsibilities for Global Supply Chain. Ms. Kellermann served as Senior Vice President, Global Operations Group from February 2022 to October 2024 and as Vice President, Global Operations from June 2019 to February 2022. Prior to that time and since July 2017, she held various Vice President roles in the areas of operations and environmental, health and safety. Prior to that time and for more than five years, Ms. Kellermann served as vice president of operations at West-Ward Pharmaceuticals (formerly Boehringer Ingelheim Roxane Laboratories), an international pharmaceutical company.
Gustavo H. Libanio has served as Senior Vice President, Strategic Business Unit General Manager for Customized Polymer Solutions since November 2025. From May 2024 to October 2025, Mr. Libanio served as Global Vice President for Small, Medium, and Large Plastics within the Polymer segment. From November 2022 to April 2024, he served as Vice President and General Manager of Global Industrial Packaging across the Americas. From November 2018 to October 2022, he served as Vice President and General Manager
for Latin America. Prior to joining Greif in November 2018, and for more than 5 years, Mr. Libanio held the Managing Director role at Pochet Do Brasil, a packaging producer for luxury goods.
Matthew B. Leahy has served as Senior Vice President, Strategic Business Unit General Manager for Innovative Closure Solutions since November 2025. From March 2024 to October 2025, Mr. Leahy served as Global Vice President and General Manager for the Asia Pacific region. From March 2022 to February 2024, he served as Vice President of Corporate Development and Investor Relations. From July 2018 to February 2021, he served as Director of Corporate Development. Prior to joining Greif in 2018, and for more than five years, Mr. Leahy served in various asset management roles managing industrial portfolios at leading hedge funds, including Point72 and FrontPoint Partners.
Vidhya S. Sriram has served as Vice President, Corporate Treasurer since October 2025. From August 2018 to September 2025, Ms. Sriram served as Treasury Director, from March 2017 to July 2018 as Treasury Manager, from March 2014 to March 2017, as Senior Treasury Analyst, and from March 2011 to March 2014 as Treasury Analyst. Before joining Greif in January 2008, Ms. Sriram held various positions at JPMorgan Chase, a global banking company.
Michael J. Taylor has served as Vice President, Corporate Controller since May 2022, and in this role he serves as our chief accounting officer. From April 2017 to May 2022, Mr. Taylor served as Director of Financial Reporting and Internal Controls. Prior to that time and for more than five years, he served in the assurance practice of the accounting firm PricewaterhouseCoopers LLP.
Stock Holdings of Certain Owners and ManagementThe following table sets forth the number of shares of each class of Greif securities beneficially owned, as of the close of business on December 29, 2025, by (i) each person known to the Company to be the beneficial owner of more than 5 percent of our Class B Common Stock, our only class of voting securities, (ii) each director and nominee for director, (iii) the NEOs listed in the Summary Compensation Table, and (iv) all directors, NEOs, and other executive officers as a group.
Name Title of Class Shares Beneficially Owned (1)Percent of Class(2)
Patricia M. Dempsey 12781 NE 72nd Boulevard, Lady Lake, FL 32162 | Class B | 3,050,502 | (3)(4) | 14.4% |
Shannon J. Diener | Class B | 3,208,886 | (3)(5) | 15.1% |
200 Civic Center Drive, Suite 1200 | ||||
Columbus, OH 43215 | ||||
Mary T. McAlpin | Class B | 3,270,076 | (3)(6) | 15.4% |
200 Civic Center Drive, Suite 1200 | ||||
Columbus, OH 43215 | ||||
Virginia D. Ragan | Class B | 3,490,982 | (3)(7) | 16.4% |
200 Civic Center Drive, Suite 1200 | ||||
Columbus, OH 43215 | ||||
Article 4(c) Trust | Class B | 2,127,026 | (3)(8) | 10.0% |
c/o Shannon Diener | ||||
200 Civic Center Drive, Suite 1200 | ||||
Columbus, OH 43215 | ||||
Nicholas J. Petitti | Class B | 2,882,210 | (3)(9) | 13.6% |
200 Civic Center Drive, Suite 1200 | ||||
Columbus, OH 43215 | ||||
JDH 2021 Trust | Class B | 2,217,451 | (3)(10) | 10.4% |
c/o Nicholas J. Petitti | ||||
200 Civic Center Drive, Suite 1200 | ||||
Columbus, OH 43215 | ||||
Timothy L. Bergwall | Class A | 88,699 | (12) | * |
Bruce A. Edwards | Class A | 56,577 | (11) | * |
Class B | 2,000 | * | ||
Mark A. Emkes | Class A | 44,257 | (11) | * |
Jillian C. Evanko | Class A | 4,133 | (11) | * |
Lawrence A. Hilsheimer | Class A | 111,660 | (12) | * |
Class B | 200,569 | * | ||
Class A | 95,056 | (12) | * | |
Gary R. Martz | Class B | 28,100 | * | |
John W. McNamara | Class A | 40,038 | (11) | * |
Class B 537,138 (13) 2.5% | ||||
Frank C. Miller | Class A | 6,931 | (11) | * |
Karen A. Morrison | Class A | 9,400 | (11) | * |
Patrick G. Mullaney | Class A | 42,914 | (12) | * |
Robert M. Patterson | Class A | 28,850 | (11) | * |
B. Andrew Rose | Class A | 4,152 | (11) | * |
Class B | 6,500 | * | ||
Ole G. Rosgaard | Class A | 177,378 | (11)(12) | * |
Class B | 4,914 | * | ||
Kimberly T. Scott | Class A | 9,400 (11) | * |
All directors, NEOs, and executive officers as a group (24 | Class A | 850,306 (11)(12) | 3.5% |
persons) | Class B | 787,040 | 3.7% |
A person is considered to beneficially own any shares: (a) over which the person exercises sole or shared voting or investment power, or (b) of which the person has the right to acquire beneficial ownership at any time within 60 days of December 29, 2025 (such as through conversion of securities or exercise of stock options). Unless otherwise indicated, voting and investment power relating to the above shares is exercised solely by the beneficial owner (and their spouses, if applicable).
* indicates less than 1 percent.
Only Class B Common Stock (voting stock) was reported for these stockholders.
All shares held by Ms. Dempsey as trustee under her revocable trust and a family trust.
All shares held by Ms. Diener as custodian or trustee under her revocable trust and family trusts, including the Article 4(c) Trust described in footnote (8).
All shares held by Ms. McAlpin as trustee under her revocable trust and a family trust.
Includes shares held by Ms. Ragan as trustee under her revocable trust and a family trust. Also includes shares held by a charitable foundation (525,140 shares) of which Ms. Ragan is the president. Does not include shares held by John W. McNamara, a director of the Company, who is Ms. Ragan's son. Ms. Ragan disclaims beneficial ownership of the shares held by Mr. McNamara.
The Article 4(c) Trust held under the Naomi C. Dempsey Declaration of Trust (the "Article 4(c) Trust").
All shares owned by Mr. Petitti individually or held by Mr. Petitti as trustee under his revocable trust and irrevocable or family trusts. Includes the shares held by Mr. Petitti as trustee of the JDH 2021 Trust described in footnote (10). Also includes 80,000 shares that have been pledged as security for a loan.
The 2021 Amended and Restated Revocable (now Irrevocable) Trust created by Judith D. Hook (the "JDH 2021 Trust"). Includes 1,200,000 shares that have been pledged as security for a loan.
This table includes restricted shares of Class A Common Stock that have been awarded to directors under our Amended and Restated Outside Directors Equity Award Plan (or the 2005 Directors Equity Plan, as the case may be), including shares the receipt of which has been deferred at the director's election under the terms of the Directors Deferred Compensation Plan. If deferral is elected, shares are issued to the trustee of a rabbi trust established in connection with the Directors Deferred Compensation Plan. The total number of shares of Class A Common Stock held in the rabbi trust for the benefit of each director as of December 29, 2025, was as follows: Mr. Edwards - 43,871 shares; Mr. Emkes - 9,960 shares; Ms. Evanko - 2,668 shares; Mr. McNamara - 24,893 shares; Ms. Morrison - 4,684 shares; Mr. Patterson - 12,254 shares; and Mr. Rose - 2,668 shares; Ms. Scott - 6,931 shares. See also "Corporate Governance
- Director Compensation for Fiscal 2025."
This table includes restricted stock units and performance stock units that have been awarded to executive officers under our LTIP for the 2023-2025 plan period, as these awards will vest within 60 days of December 29, 2025. See "Compensation Discussion and Analysis - Long-Term Incentive Plan" for further information on the LTIP and awards made thereunder.
Includes 3,000 shares owned directly by Mr. McNamara. All other shares are held by Mr. McNamara as trustee of a family trust and a voting trust or as custodian. Does not include shares held by Virginia D. Ragan, who is Mr. McNamara's mother. Mr. McNamara disclaims beneficial ownership of all shares of Class B Common Stock held by Ms. Ragan.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons owning more than 10% of a registered class of our equity securities, to file reports of ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission's regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to the Company, the Company believes that during fiscal 2025 all Section 16(a) filing requirements applicable to its officers, directors, and greater than 10% stockholders were complied with by such persons, except as follows: a failure to timely report a transaction involving a credit of Phantom Shares under the Directors Deferred Compensation Plan occurred for Mr. Rose and Ms. Morrison, and a failure to timely report a transaction involving a gift by Ms. Ragan of 87,328 shares of Class B Common Stock to a family trust.
COMPENSATION DISCUSSION AND ANALYSISOverview and Introduction
Our Board of Directors approved a change in our year end from October 31 to September 30, effective September 30, 2025. This change was intended to better align our reporting with our peer group and improve comparability. As a result, the discussion in this Compensation Discussion and Analysis ("CD&A") covers the 11-month transition period from November 1, 2024 through September 30, 2025 ("fiscal 2025").
This CD&A identifies and describes our compensation philosophy and objectives, summarizes our executive compensation program, and discusses and reviews compensation decisions with respect to our NEOs for fiscal 2025. This CD&A should be read in conjunction with the compensation related tables that immediately follow this section, as well as with our 2025 Form 10-KT.
Summary of Executive Compensation Governance Practices
To achieve the objectives of our executive compensation program and emphasize our "pay-for-performance" philosophy, the Compensation Committee has continued to employ strong governance practices, including:
We Do | We Don't Do |
| Hedging or short sales by executive officers or directors |
| Significant perquisites |
| Pledging of Greif stock (requires pre-approval) |
| Accelerated vesting of equity awards upon retirement |
| Employment contracts or change-in-control arrangements with executive management |
|
Compensation Committee
The Compensation Committee, whose current members are Mark A. Emkes (Chair), John W. McNamara, Frank C. Miller, B. Andrew Rose, and Kimberly T. Scott, has primary oversight for the design and implementation of our executive compensation program. The Compensation Committee administers our annual cash incentive bonus plan (the "Short-Term Incentive Plan" or "STIP") and our longterm incentive plan (the "Long-Term Incentive Plan" or "LTIP").
The Compensation Committee utilizes an independent outside compensation consultant, Willis Towers Watson ("WTW"), to provide it with peer group data and market information. While WTW also provides other services to the Company, the Compensation Committee has determined that WTW is independent because they do not have a conflict of interest that would prevent them from providing objective advice to the Compensation Committee. In determining whether WTW has a conflict of interest that would influence its advice to the Compensation Committee, the Compensation Committee considered, among other matters, the six factors set forth in the applicable SEC regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, namely: the other services provided by WTW to the Company; the amount of fees payable by the Company to WTW as a percentage of that firm's total revenues; the policies and procedures maintained by WTW to prevent or mitigate potential conflicts of interest; any business or personal relationship between any member of WTW's executive compensation team serving the Company and any member of the Compensation Committee; any stock of the Company owned by any member of WTW's executive compensation team serving the Company; and any business or personal relationship between any member of WTW's executive compensation team serving the Company and any executive officer of the Company. The Compensation Committee reviewed information provided by WTW addressing each of these factors. These SEC regulations retain the principle that the Compensation Committee should have the final say in determining the independence and objectivity of its advisors. No single factor was considered by the Compensation Committee as more important than any other factor or automatically disqualified WTW from being objective.
Compensation Philosophy and Objectives
The Compensation Committee's compensation philosophy and objectives are designed to align our executive compensation with achieving business and financial goals that drive long-term stockholder value. To achieve this "pay-for-performance" philosophy, the Compensation Committee has established the following key objectives:
Key Objectives of Our "Pay for Performance" Philosophy |
|
The Compensation Committee attempts to achieve its policies and philosophies by establishing performance objectives for our executive officers and by linking their compensation to these financial performance goals, which may include, but are not limited to, targets for earnings before interest, tax, depreciation, depletion, amortization, and special items ("EBITDA"), operating profit before special items ("OPBSI"), operating working capital as a percent of revenue ("OWC"), and total shareholder return ("TSR") relative to the Russell 2000 Index. The Compensation Committee further believes that a portion of each executive's compensation should be linked to our short-term and long-term performance. In that regard, the Company has the STIP, an annual cash incentive bonus plan that links the annual payment of cash bonuses to the achievement of targeted financial performance goals, and the LTIP, a long-term incentive plan that links the issuance of stock to the achievement of targeted financial performance goals over a three-year performance period. The LTIP aligns long-term stockholder value by including a TSR metric and providing for payouts in restricted stock. See "Elements of Our Compensation Program - Short-Term Incentive Plan" and "Long-Term Incentive Plan." The LTIP is also intended to facilitate compliance with our stock ownership guidelines. See "Elements of Our Compensation Program - Stock Ownership Guidelines" below.
At-Risk Compensation Philosophy
In determining the award levels for each of the elements in our total compensation program, the Compensation Committee's philosophy is to "pay-for-performance". As a result, the Compensation Committee places relatively greater emphasis on the variable components of compensation, the STIP and LTIP, to align the interests of our executive officers with the interests of our stockholders and motivate them to drive stockholder value. These variable components are balanced with retention incentives provided by base salary and restricted stock awards. The LTIP is designed to provide retention incentives for our executive officers through the granting of a combination of restricted stock units ("RSUs") and performance stock units ("PSUs") at or near the commencement of each performance period that are subject to a vesting period. We look to the experience and judgment of the Compensation Committee to determine what it believes to be the appropriate compensation mix for each NEO. As shown in the charts below, at the time the Compensation Committee established fiscal 2025 base salary amounts and STIP targets, incentive components at risk accounted for approximately 83% of the CEO's compensation and approximately 74% of the other NEOs average compensation for fiscal 2025.
CEO
2025 Total
Direct Compensation Mix
Other NEOs 2025 Total Direct
Compensation Mix (Average)
Base Salary 17%
Base Salary 26%
(At Risk) Long-Term Incentive Plan* 61%
.
(At Risk) Short-Term Incentive Plan* 22%
(At Risk) Long-Term Incentive Plan* 51%
(At Risk) Short-Term Incentive Plan* 23%
*Percentages for at-risk compensation calculated using target award levels.
Risk Assessment
During fiscal 2025, our management and the Compensation Committee, with the assistance of Willis Towers Watson, performed an assessment of the risks associated with our incentive plans and determined that the risks associated with such plans are not reasonably likely to cause a material adverse effect to the Company's business, financial condition, results of operations, and cash flows.
Peer Group Review
The Compensation Committee, working with WTW, periodically, but at least annually, reviews peer group data and market information for comparable positions in our industry related to our executive officers. The Compensation Committee does not establish targets or benchmarks for executive compensation when assessing peer group data but, rather, uses peer group data and other market information to confirm that our compensation targets and awards are comparable and competitive. The information provided by WTW is used by the Compensation Committee to provide context for their decision making process but is not used to determine or recommend the amount or form of compensation paid to our executive officers, including our NEOs.
The Compensation Committee, working with WTW, periodically, but at least annually, also reviews our peer group composition. The selection of peer group companies by the Compensation Committee is based on the nature, composition, geographic scope, complexity, and key financial data of potential peer companies in the packaging, paper, manufacturing, and industrial businesses. For fiscal 2025, the Company's peer group changed from the previous fiscal year by removing JELD-WEN Holding, Inc. and adding Carlisle
Companies Incorporated, Lennox International Inc., and The Scotts Miracle-Gro Company to better ensure our peer group is aligned to our industry, revenue, and market capitalization. Our peer group consists of the companies listed below.
AptarGroup, Inc. | Graphic Packaging Holding Company | Sealed Air Corporation |
Ashland Inc. | H.B. Fuller Company | Silgan Holdings, Inc. |
Avery Dennison Corporation | Lennox International, Inc. | Sonoco Products Company |
Berry Global Group, Inc. | O-I Glass, Inc. | The Scotts Miracle-Gro Company |
Cabot Corporation | Owens Corning | The Timken Company |
Carlisle Companies Incorporated | Packaging Corporation of America | UFP Industries, Inc. |
Crown Holdings, Inc. | Pactiv Evergreen Inc. | Valmont Industries, Inc. |
Elements of Our Compensation Program
During fiscal 2025, the key elements of our compensation package were:
Base salary
Annual performance-based incentive cash compensation under our STIP
Long-term performance-based incentive compensation in the form of restricted stock awards under our LTIP
Benefits under our pension, 401(k), supplemental executive retirement and supplemental deferred compensation plans
Opportunity for deferral of compensation under our deferred compensation plans
The Compensation Committee reviews tally sheets for each NEO prepared by WTW. The purpose of the tally sheets is to bring together, in one place, all of the elements of compensation to our NEOs to assist the Compensation Committee with making compensation decisions for the next calendar year. These tally sheets typically contain the following information: current base salary; STIP payments for the preceding two fiscal years, and the anticipated payment for the fiscal year just ended; LTIP payments for the preceding two fiscal years and the anticipated payment to be made for the three-year period just ended; the current value of the applicable supplemental executive retirement or supplemental deferred compensation plans; and the value of our perquisites. The Compensation Committee's final compensation determination regarding one element of compensation is independent of all other elements of compensation and does not affect decisions regarding those other elements of compensation, other than to the extent that awards under the STIP and the LTIP are calculated by using a percentage of base salary.
Named Executive Officers
For fiscal year 2025, our NEOs were:
Name Title
Ole G. Rosgaard | President and Chief Executive Officer |
Lawrence A. Hilsheimer | Executive Vice President, Chief Financial Officer |
Gary R. Martz | Executive Vice President, General Counsel and Secretary |
Timothy L. Bergwall | Senior Vice President, Chief Commercial Officer |
Patrick G. Mullaney | Senior Vice President, Chief Business Unit Officer |
On August 26, 2025, Mr. Martz announced that he was retiring from the Company on November 30, 2025. His last date serving as Executive Vice President, General Counsel and Secretary was September 30, 2025. In addition, effective September 30, 2025, the Company eliminated the role of Senior Vice President, Chief Business Unit Officer held by Mr. Mullaney.
Base Salary
Base salaries are primarily designed to provide competitive levels of compensation that attract and retain our executive officers. When determining base salaries for each NEO, the Compensation Committee considers their qualifications, experience, the scope of responsibilities, individual performance, and contributions towards our success. Base salaries, which become effective the first pay period of the calendar year, are reviewed annually and are individually determined and may vary widely among our executive officers. The Compensation Committee does not target specific market data for base salaries but, rather, compares the compensation levels of other executive officers with equivalent responsibility within our peer group companies and competitive market data to confirm that our base salaries are competitive within the market and with the compensation levels of other executive officers within the Company for internal fairness purposes.
In November 2025, the Compensation Committee approved the following base salaries for the NEOs for calendar year 2026. See "2025 Performance Reviews of CEO and Other NEOs" below for a discussion of the factors considered by the Compensation Committee in its decision to approve the 2026 base salaries, and the amount thereof, for each NEO.
NEOs | 2025 Base Salary | 2026 Base Salary | Percentage Change |
Mr. Rosgaard | $1,150,000 | $1,184,500 | 3% |
Mr. Hilsheimer | $841,320 | $866,559 | 3% |
Mr. Martz | $702,612 | - | - |
Mr. Bergwall | $632,479 | $651,453 | 3% |
Mr. Mullaney (1) | $588,786 | - | - |
(1) Mr. Mullaney's 2025 compensation was paid in pounds sterling (GBP) and was converted to U.S. dollars (USD) using an exchange rate of 1.26.
Short-Term Incentive Plan
The STIP is designed to motivate executive officers and reward achievement of specific and objective short-term performance goals that are linked to the profitability of the Company.
In administering the STIP, the Compensation Committee establishes performance goals, target amounts, and award opportunities at the beginning of each performance period for each executive officer selected to participate by the Compensation Committee, including our NEOs. The target award is based on a percentage of the executive officer's base salary (exclusive of any bonus and other benefits) and is payable in cash upon the achievement of the threshold performance level and capped by the maximum performance level. Under the STIP, each NEO can be awarded anywhere from 0% to a maximum of 200% of the NEO's respective target incentive award, with 100% as payout for achieving the target performance level. After the end of the performance period, the Compensation Committee certifies the extent to which the performance goals have been achieved and determines the amount of the award that is payable.
Under the terms of the STIP, no incentive bonus is paid with respect to an applicable metric if the performance calculation for that metric is below the threshold established for that specific performance period. No additional incentive bonus is paid beyond the established applicable maximum metric calculation with respect to each applicable metric for each performance period. The Compensation Committee establishes the threshold number as being realistic and the maximum as being aggressive for each performance period. Under the STIP, the maximum payment that could be paid to any participant during any twelve-month period is $3.0 million.
The STIP financial performance goals are based upon the performance metrics of OPBSI and OWC. The performance metrics are subject to such adjustments as the Compensation Committee determines to be necessary to accurately reflect the OPBSI and OWC of the Company as of the award date. The OPBSI performance metric is determined by the operating profit of the Company, as adjusted by the special items disclosed by the Company in its issued financial statements. The OWC performance metric is determined as a percentage of revenues based on the average of the OWC on the closing date for each of the previous twelve months, except for fiscal 2025, where the look-back period was 11 months consistent with the 11-month transition period covered by the 2025 fiscal year. The OPBSI and OWC performance metrics are weighted 80% and 20%, respectively. The Compensation Committee selected these performance metrics in order to factor in the dynamics of the market environment to better align the interests of our executive officers with those of our stockholders and to improve cash generation and the Company's use of working capital. The STIP performance goal achievement threshold was 50% of the target award for the 2025 performance period.
In December 2024, the Compensation Committee established the following performance metrics for the fiscal 2025 STIP.
Fiscal 2025 STIP
Performance Metrics
Threshold
(50% Payout)
Target
(100% Payout)
Maximum
(200% Payout)
80% OPBSI $429.4 million $466.8 million $504.1 million
20% OWC 13.4% 12.7% 12.0%
In October 2025, the Compensation Committee adjusted the performance metrics for the fiscal 2025 STIP to reflect the impact of the divestiture of the Company's containerboard business during fiscal 2025. The table below summarizes the adjusted fiscal 2025 STIP performance metrics and achievement. Actual performance for OWC in the table below reflects total Company performance achievement for fiscal 2025. The actual payout percentage for OWC is determined as the aggregated performance achievement of each of the Company's four business segments, weighted based on the contribution of each business segment to overall operating working capital. The actual percentage payout to the NEOs was 138.26% of the target award, prorated for the 11-month transition period covered by the 2025 fiscal year.
Fiscal 2025 STIP Performance Metrics | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | Actual Percentage Payout |
80% OPBSI | $414.2 million | $450.2 million | $486.2 million | $464.1 million | 138.71% |
20% OWC | 13.5% | 12.8% | 12.1% | 13.0% | 136.47% |
In November 2025, the Compensation Committee evaluated the Company's business plan and projected results and considered the impacts to the Company resulting from the divestiture of the containerboard business in fiscal 2025 and established the fiscal 2026 performance goals.
Fiscal 2026 STIP
Performance Metrics
Threshold
(50% Payout)
Target
(100% Payout)
Maximum
(200% Payout)
80% OPBSI $377.8 million $410.7 million $443.6 million
20% OWC 12.7% 12.0% 11.4%
Each year the Compensation Committee establishes the STIP target awards for each NEO based on its judgment of the impact of such NEO's position in the Company and what it believes to be competitive against market data while also considering internal pay equity for comparable positions. The following table summarizes the fiscal 2025 target award opportunities and the 2026 target award opportunity for each NEO:
Fiscal 2025 STIP Target Award Opportunity Fiscal 2026 STIP Target Award Opportunity
NEOs | (% of Base Salary) | ($) | (% of Base Salary) | ($) |
Mr. Rosgaard | 135% | $1,552,500 | 135% | $1,599,075 |
Mr. Hilsheimer | 100% | $841,320 | 100% | $866,559 |
Mr. Martz | 90% | $632,351 | - | - |
Mr. Bergwall | 75% | $474,359 | 75% | $488,590 |
Mr. Mullaney (1) | 75% | $441,589 | - | - |
(1) Mr. Mullaney's 2025 compensation was paid in GBP and was converted to USD using an exchange rate of 1.26.
Long-Term Incentive Plan
The LTIP is intended to focus our executive officers on the key measures that drive superior performance over the longer-term. The Compensation Committee administers the LTIP and designates "executive officers" and "key employees" to participate in and receive awards under the LTIP. For each three-year performance period, which commences on the first day of the first fiscal year for that performance period, the Compensation Committee selects the award opportunity for all executive officers and key employees, including each of our NEOs. The LTIP award opportunity is based on the Compensation Committee's reasoned business judgment and subjective review, based in part on the recommendation of our CEO, of each key employee's scope of responsibility and historical performance.
For each three-year performance period under the LTIP, the LTIP award is paid solely in restricted shares of our Class A Common Stock, except in select countries where impediments exist related to the issuance of our stock, and in those countries, the LTIP award is paid in cash. The Compensation Committee believes that awarding shares under the LTIP, with no cash component, aligns the interest of the NEOs and other key employees with the interests of our stockholders and assists with facilitating compliance with the stock ownership guidelines by participants. See "Stock Ownership Guidelines" below.
For each three-year performance period, the Compensation Committee establishes a target incentive award for each participant. The target incentive award is based on the NEO's base salary (inclusive of the base salary merit increase, if applicable, for the upcoming calendar year and exclusive of any bonus opportunities or other benefits) and is to be paid in a combination of RSUs and PSUs in a ratio determined by the Compensation Committee. Currently, for each three-year performance period, the ratio is 30% RSU / 70% PSU for Mr. Rosgaard and 40% RSU / 60% PSU for the other NEOs. The number of RSUs and PSUs are determined using the average closing price of the restricted shares during the 30 and 90 day periods, respectively, preceding the day that the performance criteria for the applicable three-year performance period were approved by the Compensation Committee. RSUs are issued at or near the commencement of each performance period. The RSUs granted are time-based and vest approximately three-years after they are granted. RSUs possess dividend-equivalent rights; however, no dividend equivalents will be paid until the underlying RSUs have vested.
The Compensation Committee also establishes a range of performance goals that, if achieved, will result in an incentive award payment of PSUs under the LTIP that starts at the threshold performance level and is capped at the maximum performance level. Under the LTIP, our NEOs can be awarded anywhere from 0% to a maximum of 200% of the PSU target incentive award with 100% being the payout for achieving the target performance level. The Compensation Committee also establishes a threshold level performance goal, below which no awards are paid to any participant. For each of the current three-year performance periods, this threshold level is 33% of the target award. PSUs ultimately awarded will be determined based on two measures: (i) the Company's achievement of performance goals based on targeted levels of EBITDA, and (ii) the relative performance of the Company's three-year TSR compared to the TSR performance of the Russell 2000 Index during the same performance period. Performance with respect to the TSR metric can increase or decrease the number of performance units earned by up to 20%. The Committee believes the use of a TSR modifier for the PSUs granted under the LTIP further aligns Company performance with stockholder value. Unvested RSUs and PSUs are forfeited upon termination of employment, except in the case of death, disability, or retirement, in which case the RSUs and PSUs will be reduced on a pro rata basis to reflect participation prior to termination.
The Compensation Committee establishes a threshold performance goal that is realistic to achieve and sets a maximum performance goal that is difficult to achieve for the applicable performance period. After the performance goals are established, the Compensation Committee aligns the achievement of the performance goals with the award opportunities, such that the level of achievement of the pre-established performance goals at the end of the performance period determines the final awards (i.e., the actual incentive compensation earned during the performance period by the participant).
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Greif Inc. published this content on February 01, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on February 01, 2026 at 15:27 UTC.
