Jason Greene
BERYAbout Jason Greene
Jason K. Greene is Executive Vice President, Chief Legal Officer, and Secretary of Berry Global. He has served as CLO since February 2016, previously serving as EVP & General Counsel (2013–2016) and Deputy General Counsel (joined December 2010). He holds a B.Acc., M.Acc., and J.D. from the University of Florida and is 54 years old . Under Berry’s performance plans, 2024 STI paid at 117% of target for NEOs (driven by 100% of Adjusted EBITDA target, 107% FCF, and 200% GHG reduction), and the 2022–2024 PSU cycle paid 134% of target based on 64th percentile TSR and 14.1% average ROCE, indicating above-target multi-year performance delivery .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Berry Global | Executive Vice President & Chief Legal Officer, Secretary | Feb 2016 – Present | Leads global legal, corporate governance, and compliance; executive officer oversight |
| Berry Global | Executive Vice President & General Counsel | Jan 2013 – Feb 2016 | Led legal strategy through portfolio growth and capital markets cycles |
| Berry Global | Deputy General Counsel | Dec 2010 – Jan 2013 | Supported corporate transactions and SEC disclosure |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $540,615 | $554,000 | $556,557 |
| Stock-Based Awards (PSUs) | $757,271 | $1,076,459 | $1,056,648 |
| Option Awards | $625,010 | $619,106 | $599,993 |
| Non-Equity Incentive Plan Compensation (STI) | $272,228 | $558,432 | $518,544 |
| All Other Compensation | $50,362 | $41,281 | $57,113 |
| Total | $2,245,485 | $2,849,278 | $2,788,855 |
Notes:
- Perquisites include auto allowance/car use, group life insurance, executive physical, and company 401(k) and deferred comp matching .
- Say‑on‑pay: ~95% approval at Feb 14, 2024 annual meeting, indicating strong investor support for pay design .
Performance Compensation
Annual STI (Executive Bonus Plan)
| Component | Weight | FY2024 target basis | FY2024 result vs target | Payout impact |
|---|---|---|---|---|
| Adjusted EBITDA | 70% | Company plan (exact target undisclosed) | 100% | At target |
| Free Cash Flow | 20% | Company plan (exact target undisclosed) | 107% | Above target |
| GHG emissions reduction | 10% | Company plan (exact target undisclosed) | 200% | Max for this metric |
| STI achieved (% of target) | — | CEO 125% target; Other NEOs 80% target | — | 117% of target for CEO and Other NEOs |
Additional details:
- 2024 STI target opportunity for Other NEOs (including Greene) = 80% of base salary; payout range 0–160% of base salary .
- Jason Greene’s 2024 STI schedule: Threshold $132,960; Target $443,200; Maximum $886,400 .
Long-Term Incentives (2024 grants and design)
| Award type | Grant date | Quantity/structure | Price/terms | Vesting |
|---|---|---|---|---|
| Stock Options | Nov 20, 2023 | 28,231 options | Exercise price $64.62 | 25% on each of the first four anniversaries (2024–2027) |
| Performance‑based RSUs (settled in cash) | Nov 20, 2023 | 13,928 target units (0–200% payout) | Metrics: 50% Relative TSR vs peer group; 50% ROCE | 3‑year performance period ending FY2026 |
PSU performance grid:
- Relative TSR payout: 0% below 25th percentile; 50% at 25th; 100% at 50th; 200% at 75th; linear in‑between .
- ROCE payout: 0% below 13%; 50% at 13%; 100% at 14%; 200% at 15%; linear in‑between .
- 2022–2024 PSU cycle paid 134% of target (TSR 64th percentile; avg ROCE 14.1%) .
Program design and guardrails:
- FY2024 annual LTI mix for executive officers: 40% stock options; 60% PSUs (cash‑settled) .
- No repricing/surrender for re‑granting; double‑trigger CoC for equity vesting; clawback policy compliant with NYSE Rule 10D .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 434,793 shares (250 directly; 434,543 right to acquire within 60 days); <1% of shares outstanding (115,675,573) . |
| Outstanding equity at FY2024 | Options across multiple vintages; 11/20/2023 grant unexercised 28,231; PSUs outstanding 13,928 target units (value at target $959,361 using $68.88) . |
| Stock transactions FY2024 | Exercised 24,480 options; realized $878,098; vested PSUs paid $843,067; dividend equivalents $444,062 . |
| Ownership guidelines | CEO 5x salary; other NEOs 3x salary; NEOs in compliance as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited for directors and executive officers . |
| Insider trading policy | Adopted and filed as exhibit; applies to directors/officers . |
Employment Terms
| Provision | Terms applicable to Jason Greene |
|---|---|
| Agreement status | Employment agreement in effect; includes noncompetition, nondisclosure, and non‑solicitation provisions . |
| Severance (no CoC) | If terminated without cause: severance under Berry Severance Pay Plan; prorated STI eligibility (as/if paid to peers) . |
| Enhanced CoC protection | If terminated without cause or resigns for good reason within 2 years post‑CoC: cash equal to 1.0x (base salary + target STI), prorated STI, and COBRA subsidy; equity subject to CoC provisions . |
| Potential payouts as of FY2024 (illustrative) | Involuntary or constructive termination after CoC: Cash $1,027,116; Benefits continuation $11,000; Acceleration of options $466,575; Acceleration of equity‑based awards $2,043,532 . |
| Equity vesting terms | Options: 25% annual vesting over 4 years; accelerated/continued vesting on death/disability/qualified retirement and specified CoC terminations . |
| Clawback | Compensation Recovery Policy adopted per NYSE and Rule 10D . |
Additional Plan Elections (Deferred Compensation)
| Plan | Exec contributions (FY2024) | Company contributions | Aggregate earnings (FY2024) | Balance at FYE |
|---|---|---|---|---|
| Non‑qualified Deferred Compensation Plan | $66,881 | $20,814 | $50,952 | $302,915 |
Compensation Structure Analysis
- Mix and risk: 2024 NEO pay balances fixed (salary) with at‑risk STI tied to EBITDA/FCF/ESG and multi‑year PSUs linked to relative TSR and ROCE, with options providing upside only on share appreciation .
- Alignment safeguards: No hedging/pledging; robust ownership guidelines; double‑trigger CoC; no equity repricing; clawback in place .
- Shareholder support: 95% say‑on‑pay approval in 2024 suggests broad endorsement of pay-for-performance design .
Investment Implications
- Pay–performance linkage appears strong: above‑target 2024 STI (117%) and 134% PSU payout for 2022–2024 indicate compensation outcomes tracking delivery on EBITDA/FCF/ESG and relative TSR/ROCE goals, supporting alignment with shareholders .
- Retention and selling pressure: Greene holds meaningful vested/exercisable equity (large “right to acquire” balance) and realized ~$0.88M from option exercises in 2024; however, PSUs are cash‑settled, and no hedging/pledging plus ownership guidelines mitigate forced selling risk .
- Change‑in‑control economics: One‑times cash multiple (salary+target STI) and equity acceleration under double‑trigger are moderate by market standards, limiting parachute risk while providing retention .
- Governance quality: Formal clawback, prohibition on repricing, and strong say‑on‑pay outcomes reduce governance red flags; continue to monitor annual LTI mix and any shifts in metric rigor (TSR peer group/ROCE thresholds) .