Idalene Kesner
BERYAbout Idalene F. Kesner
Idalene F. Kesner, age 66, is an independent director of Berry Global and has served on the Board since 2014; she is Dean Emerita of Indiana University’s Kelley School of Business with research and executive education focused on corporate boards, governance, and M&A . Her education includes an MBA and Ph.D. in business administration from Indiana University and a bachelor’s in business administration from Southern Methodist University . She brings leadership and governance expertise from academic and prior corporate board service (Main Street America Group, Sun Life Financial) and currently serves on the boards of Olympic Steel and Duke Energy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana University – Kelley School of Business | Dean (Dean Emerita); Associate Dean for Faculty & Research; Chairwoman of Full-Time MBA Program; Chairwoman of Management & Entrepreneurship; Co-Director, Consulting Academy; Professor (Strategic Management) | Dean July 2013–July 31, 2022; faculty since 1995 | Taught in 100+ executive programs; research on boards, governance, M&A; consulting for national/international firms |
| UNC Kenan-Flagler Business School | Titled faculty position prior to joining Kelley | Pre-1995 | Academic leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olympic Steel, Inc. (NASDAQ: ZEUS) | Director | Not disclosed | Not disclosed |
| Duke Energy Corporation (NYSE: DUK) | Director | Not disclosed | Not disclosed |
| American Family Insurance (mutual) | Director | Not disclosed | Not disclosed |
| Lincoln Industries (private) | Board of Advisors | Not disclosed | Not disclosed |
| Main Street America Group | Former Director | Not disclosed | Not disclosed |
| Sun Life Financial | Former Director | Not disclosed | Not disclosed |
| AACSB; Kelley Executive Education Foundation, Inc. | Non-profit boards | Not disclosed | Governance/education leadership |
Board Governance
- Committee assignments: Member and Chair, Nominating & Governance Committee (NGC) ; listed in director nominees with NGC marked for Kesner .
- Independence: Board determined Dr. Kesner is independent under SEC and NYSE standards; all committee members (Audit & Finance, Compensation & Talent Development, NGC) are independent .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; Board held 4 regular and 3 special meetings .
- Committee activity levels FY2024: Audit & Finance—4 meetings; Compensation & Talent Development—7; Nominating & Governance—5; Capital Allocation Advisory—9 .
- Board leadership: Independent, non-executive Chair (roles of Chair and CEO separated in 2023); regular independent director executive sessions; no Lead Independent Director in FY2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $30,000 | Standard for non-employee directors in FY2024 |
| Committee Chair fee | $20,000 annual | Additional cash for committee chairs |
| Lead Independent Director fee | $35,000 annual | Program feature; not applicable in FY2024 as no LID |
| FY2024 Fees Earned (Kesner) | $140,000 | Reflects retainer + NGC Chair fee |
| Program change | No material changes in FY2024 | Committee reviews with Pearl Meyer |
Performance Compensation
| Grant Type | Grant Date | Quantity | Grant Date Fair Value ($) | Exercise Price | Vesting |
|---|---|---|---|---|---|
| RSUs (annual grant) | Nov 20, 2023 | 1,393 | $150,000 | N/A | Generally vest on first anniversary of grant date |
| Stock Options (annual grant) | Nov 20, 2023 | 2,823 | Included in $150,000 | $64.62/share (closing price on grant date) | Generally vest on first anniversary of grant date |
Performance metrics for director compensation: None. Director equity grants are time-based (RSUs/options) and not tied to performance metrics; vesting is time-based as noted above .
Other Directorships & Interlocks
| Company | Relationship to Berry | Potential Interlock/Conflict Considerations |
|---|---|---|
| Olympic Steel (ZEUS) | Unrelated steel processor/manufacturer | No related-party transactions disclosed; no identified supplier/customer interlocks |
| Duke Energy (DUK) | Regulated utility | Generic utility relationship; no related-party transactions disclosed |
Expertise & Qualifications
- Governance and strategy expert: Research focused on corporate boards, governance, and M&A; extensive executive education and consulting on strategic issues .
- Academic leadership: Former Dean, Associate Dean, department and program chair roles at Kelley; prior titled faculty at UNC Kenan-Flagler .
- Board experience: Prior and current service across public, private, mutual, and non-profit boards enhances governance perspective .
- Education: MBA and Ph.D. (Indiana University), BBA (Southern Methodist University) .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Direct & indirect share ownership | 45,246 | As of Jan 6, 2025 |
| Right to acquire (stock options, etc.) | 52,576 | As of Jan 6, 2025 |
| Total beneficially owned | 97,822 | As of Jan 6, 2025 |
| Percent of class | * | “*” indicates less than 1% of outstanding shares |
| RSUs outstanding (as of Sept 28, 2024) | 1,393 | Company-wide director holdings table |
| Options outstanding (as of Sept 28, 2024) | 48,235 | Company-wide director holdings table |
| Share ownership guidelines | 4x annual cash retainer for directors; 5 years to comply | All non-employee directors in compliance or on track as of Dec 31, 2024 |
| Hedging/pledging policy | Prohibited for directors; no pledging allowed | Insider trading policy and anti-hedging/pledging provisions |
Governance Assessment
- Board effectiveness: Kesner chairs the Nominating & Governance Committee, which oversees Board composition, governance policies, Board performance reviews, and E/G oversight—indicating central governance leadership and active refreshment involvement .
- Independence & engagement: Confirmed independent; Board and committee meeting cadence was robust in FY2024 with Kesner meeting the ≥75% attendance threshold alongside peers .
- Alignment: Balanced director pay mix (cash + equity), time-based vesting, and strict ownership guidelines with anti-hedging/pledging policies support investor alignment; Kesner’s outstanding RSUs/options indicate ongoing equity exposure .
- Conflicts/related-party: No related-party transactions requiring disclosure since the beginning of FY2024; external board roles in steel and utilities present no disclosed conflicts with Berry’s operations .
- Signals: Independent Chair structure and regular independent sessions bolster governance quality; non-employee director compensation remained stable in FY2024, reviewed with independent consultant Pearl Meyer .
RED FLAGS: None disclosed. No related-party transactions involving Kesner; hedging/pledging prohibited; directors in compliance or on track with ownership guidelines; attendance threshold met .