B. Evan Bayh
BERYAbout B. Evan Bayh
B. Evan Bayh, age 69, is an independent director of Berry Global Group, Inc. (BERY) who has served on the Board since 2011; he is currently a senior advisor with Apollo Global Management and previously served as a U.S. Senator (1998–2011) and Governor of Indiana (1988–1997) . His Berry board service aligns with policy that 10 of 11 directors are independent and that the Chair and CEO roles are separated, with regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Senate (State of Indiana) | U.S. Senator | 1998–2011 | Served on Banking, Housing and Urban Affairs; Small Business and Entrepreneurship |
| State of Indiana | Governor | 1988–1997 | Chief executive of the state |
| McGraw-Hill Education Inc. | Director | Not disclosed | Prior board service |
| Zenith American | Director | Not disclosed | Prior board service |
External Roles
| Company | Exchange/Ticker | Role |
|---|---|---|
| Fifth Third Bancorp, Inc. | NASDAQ: FITB | Director |
| Marathon Petroleum Corporation | NYSE: MPC | Director |
| RLJ Lodging Trust | NYSE: RLJ | Director |
Board Governance
- Committee assignments: Member, Compensation & Talent Development Committee (CTDC); CTDC met 7 times in fiscal 2024 .
- Chair roles: CTDC chaired by Jill A. Rahman; Bayh is a member, not chair .
- Independence: Board determined all directors except the CEO (Kwilinski) are independent; committee members are independent .
- Attendance: In FY2024, the Board held 4 regular and 3 special meetings; each director attended at least 75% of Board and applicable committee meetings; only Kwilinski and Sterrett attended the 2024 Annual Meeting (attendance is encouraged but not required) .
- Board structure: Independent Chair (Sterrett); no Lead Independent Director in FY2024; LID role exists if Chair/CEO are recombined .
- Committee meeting counts FY2024: Audit & Finance (AC) 4; Compensation & Talent Development (CC) 7; Nominating & Governance (NGC) 5; Capital Allocation Advisory (CAAC) 9 .
Fixed Compensation
- Program design: FY2024 cash retainer is $30,000 per quarter; $20,000 annually for committee chairs; $35,000 annually for Lead Independent Director (not applicable in FY2024); annual equity grants vest on first anniversary .
- Bayh’s FY2024 compensation: Fees earned $120,000; equity awards (grant-date fair value) $150,000; total $270,000 .
- Prior year baseline (FY2023 as reported in 2024 proxy): Fees earned $105,000; equity awards $172,496; total $277,496 .
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned | $105,000 | $120,000 |
| Equity Awards (Grant-Date FV) | $172,496 | $150,000 |
| Total | $277,496 | $270,000 |
- Director compensation consultants: Willis Towers Watson supported FY2023 market data and program review ; Pearl Meyer supported FY2024 market data and program review .
Performance Compensation
Director equity at Berry is time-based; directors do not receive PSUs tied to TSR/EBITDA or similar metrics, and annual equity awards generally vest on the first anniversary of grant date .
| Equity Award Design | Grant Date | RSUs | Options | Exercise Price | Vesting |
|---|---|---|---|---|---|
| Annual Director Grant (FY2024 program) | Nov 20, 2023 | 1,393 RSUs (each non-employee director) | 2,823 options (each) | $64.62 per share | Generally 1-year vest |
| Annual Director Grant (FY2023 program) | Nov 25, 2022 | 1,970 RSUs (each non-employee director) | 3,415 options (each) | $57.18 per share | Generally 1-year vest |
Performance metrics applicable to executive compensation (not directors) include 50% Relative TSR vs. peer group and 50% ROCE with threshold/target/max scales; these do not govern director pay .
Other Directorships & Interlocks
- External public boards: FITB, MPC, RLJ (see table above) .
- Senior Advisor role: Apollo Global Management; no Berry-related party transactions requiring disclosure since the beginning of fiscal 2024 under the company’s related-party policy .
- Related-party policy: Audit & Finance Committee must approve related-party transactions >$120,000 if fair and in best interests; none disclosed beyond items noted .
Expertise & Qualifications
- Skills matrix indicates Bayh brings executive leadership, operations & supply chain, international business, strategic planning/M&A, risk management, capital allocation, finance, human capital management, and IT/security exposure; packaging industry experience is also marked .
- Biographical credentials: senior advisor at Apollo; prior elected executive (Governor) and legislative experience (Senate committees in finance/SME), cited by Berry as qualifying him to serve .
Equity Ownership
- Beneficial ownership (as of Jan 6, 2025): Direct/indirect shares 31,746; right to acquire within 60 days 64,566; total 96,312; percent of class <1% (asterisk indicates less than 1%) .
- Shares outstanding (as of Jan 6, 2025): 115,675,573 .
- Outstanding director equity (as of Sep 28, 2024): Bayh holds 1,393 RSUs and 73,235 options .
- Ownership policy: Directors expected to hold stock equal to 4x annual cash retainer within five years; as of Dec 31, 2024, non-employee directors were in compliance or reasonably proceeding toward compliance; hedging and pledging prohibited .
| Ownership Detail | Value |
|---|---|
| Direct & Indirect Shares | 31,746 |
| Right to Acquire (within 60 days) | 64,566 |
| Total Beneficially Owned | 96,312 |
| Percent of Class | <1% (“*”) |
| RSUs Outstanding (9/28/2024) | 1,393 |
| Options Outstanding (9/28/2024) | 73,235 |
| Ownership Guideline | 4x annual cash retainer; compliance progressing/completed |
| Hedging/Pledging | Prohibited |
Governance Assessment
- Committee engagement: Bayh is an active CTDC member; CTDC met seven times in FY2024 and he signed the CTDC report recommending inclusion of the CD&A, indicating engagement in executive pay oversight and succession/social strategy oversight .
- Independence and structure: Independent director on an all-independent CTDC, with Board-level governance practices including independent Chair and regular executive sessions, supporting investor confidence .
- Shareholder support: In the Feb 5, 2025 Annual Meeting, Bayh received 89,855,355 votes “For” vs. 5,479,888 “Against” and 44,338 abstentions; this represents strong election support among votes cast .
- Say‑on‑pay context: 2025 advisory vote passed with 62,406,134 “For” vs. 32,925,314 “Against” and 49,133 abstentions; Board/CTDC should remain attentive to pay practices and performance alignment given the meaningful “Against” votes .
- Compensation alignment for directors: Berry’s non-employee director pay mixes cash retainers with time-vested equity (RSUs/options) and share ownership guidelines; anti-hedging/pledging and clawback policies strengthen alignment and discipline, though clawbacks apply to executives rather than directors .
RED FLAGS and Watch Items
- Multiple external public boards (FITB, MPC, RLJ) may require continued monitoring for potential time-commitment constraints; however, attendance thresholds were met and no related-party transactions were disclosed in FY2024+ .
- Lead Independent Director fee provision exists but no LID was appointed in FY2024; investors may monitor if independent leadership remains robust under the current independent Chair model .
Appendix: Director Compensation Structure Details
- FY2024: Cash $30,000/quarter; $20,000 chair fee; $35,000 LID fee (no LID in FY2024); annual equity grants typically vest in one year .
- FY2024 grant parameters: 1,393 RSUs and 2,823 options at $64.62 strike for each non-employee director; additional RSUs for non-employee Chairman .
- FY2023 program reference: 1,970 RSUs and 3,415 options at $57.18 strike for each non-employee director granted Nov 25, 2022 .
- As of Sep 28, 2024 holdings: Bayh 1,393 RSUs and 73,235 options .
Notes on policies:
- Clawback: Executives’ incentive compensation subject to recovery upon certain restatements under NYSE’s Oct 2, 2023 listing standards .
- No hedging/pledging: Applies to directors and officers .
- Ownership guidelines: Directors 4x annual cash retainer; compliance status positive as of Dec 31, 2024 .