Stephen E. Sterrett

About Stephen E. Sterrett

Stephen E. Sterrett, age 70, is an independent Director and Deputy Chairman of Amcor plc, appointed to Amcor’s Board on April 30, 2025 in connection with Amcor’s merger with Berry Global; his “Director since: 2015*” designation reflects service on Berry’s Board from 2015 to April 2025 . He is former Senior Executive Vice President & Chief Financial Officer of Simon Property Group (2000–2014) and previously a Senior Manager at PricewaterhouseCoopers; he holds a B.S. in Accounting and an M.B.A. in Finance from Indiana University and serves on Indiana University advisory boards . The Board has determined he is independent under NYSE listing standards and qualifies as an “audit committee financial expert” .

Past Roles

Organization	Role	Tenure	Committees/Impact
Simon Property Group, Inc.	Senior Executive Vice President & CFO	2000–2014	Led finance at a large U.S. REIT; deep accounting/finance expertise
PricewaterhouseCoopers	Senior Manager	Prior to 1988	Public accounting experience; strengthens audit oversight

External Roles

Organization	Role	Tenure	Notes
Equity Residential	Trustee; Lead Trustee	Trustee since Jan 2015; Lead Trustee since Jun 2020	Ongoing governance role at a large REIT
Butler University	Board/Trustee	2018–present	Non-profit/academic governance
The First Tee	Board/Trustee	2021–present	Youth development non-profit
Tindley Accelerated Schools	Trustee	Not dated	K-12 charter network in Indianapolis
Berry Global Group, Inc.	Director	2015–Apr 2025	Service ended at merger closing
Realty Income Corporation	Director (previous)	Not disclosed	Prior public company board

Board Governance

Current Amcor roles: Deputy Chairman of the Board; Executive Committee Chair; Audit Committee member .
Independence and financial expertise: Independent Director; designated “audit committee financial expert” by the Board .
Committee structure and activity:
- Audit Committee (Carter—Chair; Sterrett, Chipchase, Foster members); met 6 times in FY2025; all members independent .
- Executive Committee (Sterrett—Chair; Konieczny, Chipchase, Long members); did not meet in FY2025 .
Attendance and engagement: Board met 14 times; each Director attended at least 75% of aggregate Board and committee meetings; all then-current Directors attended the annual shareholder meeting; regular executive sessions of independent Directors are held .
Board leadership: Independent Chairman (Graeme Liebelt); Deputy Chairman (Sterrett) .

Fixed Compensation

Amcor Director fee schedule (effective Dec 1, 2024; Deputy Chair fee effective Apr 30, 2025):
- Chair: $541,500 (50% cash, 50% RSUs) .
- Directors (other than Chair): $285,500 ($135,500 cash + $150,000 RSUs); RSUs increase to $170,000 beginning Dec 1, 2025 .
- Deputy Chair fee: $40,000 (cash) .
- Committee fees: Audit Chair $32,500; Audit Member $16,500; Compensation Chair $25,000; Compensation Member $11,000; Nominating & Governance Chair $20,000; Member $8,000 (cash) .
- Director stock ownership guideline: 5× cash retainer, accumulate over five years .

FY2025 Director Compensation (Sterrett)	Amount (USD)
Fees earned or paid in cash	$32,864
Stock awards	$88,362
Employer pension contributions	$0
Total	$121,226

Notes: Sterrett joined Amcor’s Board effective April 30, 2025; amounts are based on his start date and pro-rated under Amcor’s structure .

Performance Compensation

Directors receive time-based RSUs as part of annual retainer; no disclosed director performance-conditioned equity (e.g., PSUs) or option awards for Directors .
No director-specific performance metrics disclosed; incentive metrics in proxy apply to executives (Adjusted EPS, RoAFE, relative TSR), not Directors .

No director performance metrics were disclosed for Sterrett’s equity; director equity is retainer-linked RSUs delivered annually .

Other Directorships & Interlocks

Potential Interlock	Description	Assessment
Equity Residential (REIT)	Sterrett is Lead Trustee; Amcor is in packaging, not real estate	Low overlap; no supplier/customer linkage indicated .
Berry Global	Sterrett served on Berry’s Board (2015–Apr 2025); Berry became Amcor subsidiary post-merger	Historical service; Board affirms Sterrett’s independence under NYSE standards .
Realty Income (previous)	Prior board service at a REIT	No Amcor relationship indicated .

Expertise & Qualifications

CFO-level finance and public accounting background (SPG; PwC), audit oversight, capital markets, investor relations .
Recognized as audit committee financial expert .
Education: B.S. Accounting; M.B.A. Finance; advisory roles at Indiana University real estate center and Kelley School .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding
Stephen E. Sterrett	368,091	<1%

Notes: Percent based on 2,308,359,941 shares outstanding as of Sept 8, 2025; table indicates <1% for each listed Director; breakdown between vested/unvested RSUs or options is not disclosed for Directors .

Say-on-Pay & Shareholder Voting Signals

Director re-election (Nov 6, 2025 AGM): Sterrett received 1,635,143,733 votes “For”, 19,061,990 “Against”, 6,775,204 “Abstentions”; 106,596,106 broker non-votes .
Advisory vote on executive compensation (Say-on-Pay): 1,499,031,651 “For”, 153,189,371 “Against”, 8,759,905 “Abstentions”; 106,596,106 broker non-votes .
Advisory vote on frequency of Say-on-Pay: “1 Year” received 1,621,925,493 votes; Board will hold annual advisory votes .
Reverse stock split approval: 1,749,623,711 “For”, 7,853,375 “Against”, 10,099,947 “Abstentions” .

Governance Assessment

Strengths and alignment:
- Independence affirmed; audit financial expert; Deputy Chair leadership .
- Strong shareholder support for Sterrett’s re-election; low opposition (~19M against vs ~1.635B for) .
- Robust committee work; clear charters; regular executive sessions; attendance at least 75% .
- Director ownership guideline (5× cash retainer) supports alignment; Sterrett holds 368,091 shares, though compliance status against guideline is not disclosed .
- Related-party transaction policy in place; no related-party transactions in FY2025 .
Potential risks/red flags:
- Prior Berry Global board service could raise perceived interlock concerns post-merger; mitigated by explicit independence determination .
- No disclosure of pledged or hedged shares; Amcor policy prohibits hedging/pledging of equity awards, which reduces alignment risk .
- Director compensation includes Deputy Chair premium; ensure performance/effort commensurate with role; Executive Committee did not meet in FY2025 .

Committee Assignments, Chair Roles, and Expertise

Committee	Role	FY2025 Activity	Notes
Executive Committee	Chair	Did not meet	Acts in intervals/emergencies between Board meetings .
Audit Committee	Member	Met 6 times	Sterrett designated audit committee financial expert; independent .

Director Compensation Mix & Structure

Component	Structure	Delivery
Annual director retainer	$285,500 (non-Chair)	$135,500 cash + $150,000 RSUs; RSUs rise to $170,000 from Dec 1, 2025 .
Deputy Chair fee	$40,000	Cash .
Committee fees	Audit Chair $32,500; Audit Member $16,500; Comp Chair $25,000; Comp Member $11,000; N&G Chair $20,000; Member $8,000	Cash .
Ownership guideline	5× cash retainer	Accumulate over five years .

Independence, Attendance, Engagement

Independence: All Director nominees (other than CEO) independent under NYSE standards; relevant committees fully independent .
Attendance: Each Director attended at least 75% of Board and applicable committee meetings; all then-current Directors attended AGM; regular executive sessions held .
Shareholder engagement: Ongoing Board/management engagement program; feedback informs governance practices .

Related-Party Transactions & Conflicts

Policy requires Audit Committee review/approval of any related-party transactions; standards emphasize ordinary course, comparability, materiality; FY2025: none meeting Item 404 thresholds .

Director Election Vote Detail (AGM Nov 6, 2025)

Item	Votes For	Votes Against	Abstentions	Broker Non-Votes
Re-election of Stephen E. Sterrett	1,635,143,733	19,061,990	6,775,204	106,596,106

Notes on Policies Affecting Alignment

Hedging and pledging restrictions apply to equity awards; violation may result in cancellation/forfeiture; Insider Trading Policy restricts derivative trading by Directors .
Minimum shareholding policy (executives) detailed in proxy; director guideline separately specified (5× cash retainer) .

Overall, Sterrett’s finance and audit expertise, independent status, and strong re-election vote support investor confidence; committee leadership (Executive Chair) and Audit membership align with his background. No related-party transactions and robust governance practices further reduce conflict risk. Monitoring continued equity ownership vs. 5× cash retainer guideline and any post-merger interlock perceptions is prudent .