Jonathan F. Foster
About Jonathan F. Foster
Jonathan F. Foster (age 64) is an independent director of Amcor plc and a member of the Audit Committee, designated by the Board as an “audit committee financial expert.” He was appointed to Amcor’s Board on April 30, 2025 in connection with the Berry Global merger and previously served on Berry’s board since 2014. Foster is Founder and Managing Partner of Current Capital Partners LLC, and holds a B.S. in Accounting from Emory University, an M.S. in Accounting and Finance from the London School of Economics, and executive education from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard | Managing Director (spent more than a decade) | Not disclosed | Senior investment banking leadership |
| Wachovia Securities (now Wells Fargo) | Managing Director & Co-Head, Diversified Industrials & Services | Not disclosed | Deal leadership across industrials/services |
| Revolution LLC | Executive Vice President — Finance & Business Development | Not disclosed | Corporate development and finance |
| The Cypress Group | Managing Director | Not disclosed | Private equity leadership |
| Bear Stearns & Co. | Senior Managing Director & Head of Industrial Products & Services M&A | Not disclosed | M&A execution leadership |
| ToysRUs.com, Inc. | EVP, COO, and CFO | Not disclosed | Operating/financial leadership in e-commerce |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current Capital Partners LLC | Founder & Managing Partner | 2008 – present | Investment and advisory leadership |
| Lear Corporation | Director | Nov 2009 – present | Not disclosed |
| Five Point Holdings | Director | May 2016 – present | Not disclosed |
| Berry Global Group, Inc. | Director | 2014 – Apr 2025 | Amcor agreed to nominate Berry designees post-merger |
| Masonite International | Director | Previous | Not disclosed |
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent; Foster is listed as independent .
- Committees: Audit Committee member; the Audit Committee met 6 times in FY2025 and Foster is an audit committee financial expert under SEC rules .
- Attendance: The Board met 14 times in FY2025; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the annual meeting .
- Board leadership: Independent Chairman (Graeme Liebelt) and a Deputy Chairman (Stephen E. Sterrett); regular executive sessions of independent directors .
- Nominating commitment: Amcor engaged Spencer Stuart for director searches; Foster was appointed as a Berry designee under the merger terms .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $26,087 | Pro-rated from April 30, 2025 appointment |
| Stock Awards (RSUs) | $88,362 | RSUs granted under director equity program |
| Employer Contributions to Pension Plans | $0 | Not applicable |
| Total | $114,450 | Sum of cash and stock awards |
Director fee structure (effective Dec 1, 2024; updates noted):
- Chair retainer: $541,500, 50% cash / 50% RSUs
- Other directors retainer: $285,500, $135,500 cash + $150,000 RSUs; RSUs rise to $170,000 beginning Dec 1, 2025
- Committee fees: Audit Chair $32,500; Audit Member $16,500; Compensation Chair $25,000; Compensation Member $11,000; Nominating Chair $20,000; Nominating Member $8,000; Deputy Chair $40,000; all paid in cash
- Director stock ownership guideline: 5x cash retainer, to be accumulated over five years
Performance Compensation
Directors do not receive performance-based short-term incentives or performance share awards; RSUs are time-based with no disclosed financial or ESG metrics linked to vesting. No director performance metrics disclosed for FY2025 .
| Performance Metric Type | Metric | Weighting/Target | Outcome |
|---|---|---|---|
| Director STI/LTI | Not applicable | None | No performance-based director compensation disclosed |
Other Directorships & Interlocks
- Current public boards: Lear Corporation and Five Point Holdings .
- Prior board at Berry: Foster served until merger close; he joined Amcor’s Board on April 30, 2025 as a Berry designee, reflecting post-merger board integration rather than an ongoing transactional interlock .
- Related-party transactions: No related-party transactions meeting Item 404 thresholds in FY2025 .
Expertise & Qualifications
- Finance and M&A: Extensive senior investment banking roles (Lazard, Wachovia, Bear Stearns) and private equity experience (Cypress Group) .
- Operating experience: EVP/COO/CFO roles at ToysRUs.com .
- Audit expertise: Designated audit committee financial expert; financially literate under NYSE standards .
- Education: Emory University (Accounting), LSE (Accounting & Finance), Harvard Executive Education .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| Jonathan F. Foster | 281,165 | <1% (out of 2,308,359,941 shares) |
- Pledging/Hedging: Equity award agreements restrict hedging/pledging; Insider Trading Policy prohibits short-selling and derivative trading by Board members except plan awards .
- Ownership guidelines: Directors must hold 5x cash retainer; compliance status by individual not disclosed .
Governance Assessment
- Strengths: Independent director; Audit Committee member and designated financial expert; satisfactory meeting attendance; no related-party transactions; formal clawback and hedging/pledging restrictions enhance alignment .
- Compensation alignment: Director pay is primarily fixed retainer plus time-based RSUs; no director performance metrics, limiting pay-for-performance for directors but consistent with market practice .
- Commitments: Multiple public boards (Lear, Five Point) increase time demands; Amcor’s policy requires notification and review of outside directorships, and the company states no directors are overboarded per policy .
- Merger linkage: Appointment as a Berry designee is disclosed and Board confirms independence under NYSE standards, mitigating conflict concerns .
RED FLAGS: None disclosed for FY2025 regarding related-party transactions, Section 16 filing delinquencies (Foster not listed among late filers), hedging/pledging, or overboarding per company policy .