James Glerum
BERYAbout James T. Glerum, Jr.
James T. Glerum, Jr. (age 64) is an independent director of Berry Global Group, appointed effective September 6, 2024 and nominated in the 2025 slate; he currently serves on the Compensation & Talent Development Committee, with membership effective November 4, 2024 . He retired as Vice Chairman, Investment Banking at Citigroup in July 2024; prior roles include senior leadership positions in investment banking at UBS and Credit Suisse, with a 40‑year career executing over 325 corporate finance and strategic transactions totaling more than $500 billion . His education includes an M.B.A. from Harvard Business School and a B.A., cum laude, in Economics and Mathematics from Denison University . The Board determined he is independent, noting his prior Citi work with Berry on corporate finance and strategic transactions in the past five years; all non-employee directors are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | Vice Chairman, Investment Banking | 2011–July 2024 | Executed 325+ transactions across manufacturing, healthcare, consumer, retail; aggregate value over $500B |
| UBS | Senior leadership positions, Investment Banking | Pre-2011 | Senior leadership in Chicago and New York City |
| Credit Suisse | Senior leadership positions, Investment Banking | Pre-2011 | Senior leadership in Chicago and New York City |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denison University | Board of Trustees | Not disclosed | Trustee service (non-profit) |
| The Ravinia Festival | Board of Trustees | Not disclosed | Trustee service (non-profit) |
| The Griffin Museum of Science | Board of Trustees | Not disclosed | Trustee service (non-profit) |
| Other current public company boards | — | — | None |
Board Governance
- Committee assignments: Compensation & Talent Development Committee member; appointment effective November 4, 2024 .
- Independence: Board determined he is independent; considered his prior work as a senior investment banker at Citi with Berry on corporate finance and strategic transactions within past five years .
- Attendance: In FY2024 the Board held 4 regular and 3 special meetings; each director met the 75% attendance threshold for Board and committee meetings held during their service period .
- 2024 committee activity: Compensation & Talent Development (7 meetings), Nominating & Governance (5), Audit & Finance (4), Capital Allocation Advisory (9) .
- Board refreshment: Appointed during fiscal 2024 as part of ongoing refresh; included in the eleven nominees for the 2025 Annual Meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash retainer | $30,000 per quarter | Standard for non-employee directors in FY2024 |
| Committee chair fee | $20,000 per year | For serving as Chair (not applicable to Glerum) |
| Lead Independent Director fee | $35,000 per year | No LID in FY2024 |
| Fees earned by Glerum (FY2024) | $10,000 | Pro-rated for service beginning Sept 6, 2024; no equity in FY2024 |
Performance Compensation
- Annual equity for non-employee directors: Time-based RSUs and stock options granted annually; vest on first anniversary of grant date .
- FY2024 grant mechanics: On November 20, 2023, non-employee directors received 1,393 RSUs and options for 2,823 shares each; Chairman received 3,560 RSUs and options for 2,823 shares; exercise price set at closing price $64.62 .
- Glerum FY2024 equity: None granted in FY2024; RSUs held 0; options held 0 as of September 28, 2024 .
| Metric | FY2024 Value | Vesting/Terms |
|---|---|---|
| RSU grant (non-employee director program) | 1,393 units | Vests 1 year post-grant; Nov 20, 2023 grant date; applies to directors in place at grant |
| Stock options (non-employee director program) | 2,823 shares | Exercise price $64.62; time-based vesting; Nov 20, 2023 grant date |
| RSU grant (Chairman) | 3,560 units | Vests 1 year post-grant; Nov 20, 2023 grant date |
| Glerum RSUs | 0 | No FY2024 award; joined 9/6/2024 |
| Glerum options | 0 | No FY2024 award; joined 9/6/2024 |
Performance metrics: Director equity is time-based; no performance metrics disclosed for director grants (RSUs/options vest on time basis) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Non-profit boards | Denison University; The Ravinia Festival; The Griffin Museum of Science |
| Potential interlocks | Prior employer Citigroup had transactional work with Berry; Board reviewed independence considering this relationship |
| Related-party transactions | None requiring disclosure since beginning of FY2024, per policy and review |
Expertise & Qualifications
- Investment banking/finance: 40-year career; more than 325 transactions across manufacturing, healthcare, consumer, retail; aggregate value $500B .
- Education: M.B.A. Harvard; B.A. Denison (cum laude) in Economics & Mathematics .
- Board qualification: Finance and investment experience cited as qualifications to serve as director .
Equity Ownership
| Holder | Direct/Indirect Shares | Right to Acquire (Options/RSUs) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| James T. Glerum, Jr. (as of Jan 6, 2025) | — | — | — | * (less than 1%) |
- RSUs/options held by non-management directors at September 28, 2024: Glerum 0 RSUs and 0 options .
- Director stock ownership guidelines: 4× annual cash retainer; compliance expected within 5 years; all non-employee directors were in compliance as of Dec 31, 2024 or reasonably proceeding toward compliance within the five-year period (Glerum is within his five-year window) .
- Hedging/pledging: Prohibited for directors; Berry’s policy bans hedging and pledging of Berry stock .
Governance Assessment
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Strengths: Independent director with deep capital markets and transaction expertise; sits on Compensation & Talent Development Committee overseeing executive pay, succession, and social initiatives; Board and committee independence affirmed; attendance threshold met; strong anti‑hedging/pledging and ownership guidelines support alignment .
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Alignment/compensation: Director pay mixes cash and time‑based equity; Pearl Meyer engaged as independent consultant; program includes quarterly cash and annual RSUs/options; vesting is time‑based (no performance metrics) .
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Potential RED FLAGS/monitoring points:
- Prior Citi engagement with Berry: Board explicitly reviewed independence considering recent Citi work; no related‑party transactions disclosed in FY2024, but ongoing monitoring of any banking relationships advisable .
- Ownership alignment: As a new director, Glerum reported no beneficial ownership as of Jan 6, 2025 and held no RSUs/options as of Sep 28, 2024; he has up to five years to meet 4× retainer guideline; early accumulation would improve alignment optics .
- Director option awards: The program grants stock options in addition to RSUs; options can introduce risk incentives; ensure grants remain modest and time‑based to avoid misaligned risk-taking for non‑management directors .
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Overall: Governance quality appears solid—independence verified, robust policies (clawback, anti‑hedging/pledging), and structured committee oversight; primary watch item is prior banking relationship context and near‑term ownership build for alignment .