Jean-Marc Galvez
BERYAbout Jean-Marc Galvez
Jean‑Marc Galvez, age 58, serves as President, Consumer Packaging – International at Berry Global, a role he has held since July 2019 after prior leadership roles across Berry’s Consumer Packaging and Health, Hygiene & Specialties businesses; he previously led EMEIA at Avintiv (acquired by Berry in 2015) and Polymer Group, Inc. . He holds bachelor’s and master’s degrees in chemical engineering from École Nationale Supérieure de Chimie de Montpellier and completed general manager executive education at IESE Business School . Pay-for-performance indicators show Berry’s FY2024 annual bonus plan paid at 117% of target on Adjusted EBITDA, Free Cash Flow, and GHG metrics, and the 2022–2024 PSU cycle paid 134% of target on 64th percentile TSR and 14.1% average ROCE, evidencing above-target performance alignment during his tenure in senior leadership .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Berry Global | President, Consumer Packaging – International | Jul 2019 – Present | Leads international consumer packaging segment |
| Berry Global | President, Consumer Packaging Division | Jan 2017 – Jul 2019 | Led global consumer packaging prior to segment split |
| Berry Global (HH&S) | President – EMEIA | Nov 2015 – Jan 2017 | Guided EMEIA region post‑Avintiv acquisition |
| Avintiv, Inc. | President – EMEIA Global Building & Geosynthetics | May 2014 – Nov 2015 | Joined Berry via Avintiv acquisition in 2015 |
| Polymer Group, Inc. | SVP & GM – EMEIA | Apr 2012 – May 2014 | Regional P&L leadership in nonwovens |
External Roles
No public company directorships or external roles were disclosed for Mr. Galvez in the proxy .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 733,501 | 667,725 | 680,864 |
| Target Bonus (% of Salary) | 80% of salary for NEOs (plan-level) | 80% | 80% |
| Actual Annual Bonus Paid ($) | 305,239 | 673,067 | 613,978 |
| Other Compensation ($) | 97,032 (intl. assignment benefits) | 36,853 (intl. assignment benefits) | 19,521 (intl. assignment benefits) |
Notes:
- FY2024 annual bonus payout was 117% of target for NEOs (plan result) .
Performance Compensation
Annual STI (FY2024 design and outcome)
| Component | Weight | Target definition | FY2024 achievement | Resulting STI payout factor |
|---|---|---|---|---|
| Adjusted EBITDA | 70% | 100% of annual target | 100% | 100% |
| Free Cash Flow | 20% | 100% of annual target | 107% | 107% |
| GHG Emissions Reduction | 10% | Annual target | 200% | 200% |
| Total | 100% | — | — | 117% of target for NEOs |
Plan mechanics: NEO targets (ex‑CEO) set at 80% of salary; payout range 0–160% of salary; CEO target 125%, range 0–250% .
Long‑Term Incentives (FY2024 grants and PSU framework)
| Instrument | Grant date | Quantity/Terms | Vesting/Performance |
|---|---|---|---|
| Stock Options | Nov 20, 2023 | 24,467 options at $64.62 exercise price | 25% on each Nov 20 of 2024, 2025, 2026, 2027 (4‑year ratable) |
| PSUs (cash‑settled) | Nov 20, 2023 | Target 12,071 units (0–200% payout) | 3‑year performance (10/1/2023–9/30/2026); 50% Relative TSR vs peer group, 50% ROCE; straight‑line between thresholds |
PSU performance grid (applies to FY2024 grant):
- Relative TSR vs. peer group: 25th/50th/75th percentiles map to 50%/100%/200% payout; <25th = 0% .
- ROCE: 13%/14%/15% map to 50%/100%/200% payout; <13% = 0% .
Recent cycle result (for context): 2022–2024 PSU cycle paid 134% of target; TSR at 64th percentile; average ROCE 14.1% .
Change‑in‑control and award protections (plan‑level)
- Options: Double‑trigger full vesting if terminated without cause or for good reason within two years post‑CIC; 40% additional vesting for qualifying terminations more than two years post‑CIC; max 10‑year term .
- PSUs: Double‑trigger service condition satisfaction for qualifying terminations within two years post‑CIC; pro‑rata service satisfaction for certain terminations; performance measured at cycle end and settled in cash .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 426,434 shares (right to acquire); direct/indirect owned shares disclosed as “—”; <1% of shares outstanding (115,675,573) |
| Outstanding PSUs (target) and value at FY2024 close | 12,071 units; $831,450 using $68.88 per share on Sep 28, 2024 |
| Selected option tranches (exercisable/unexercisable) | 40,000 @ $36.36 exp 11/30/2025 (exercisable) ; 50,000 @ $49.53 exp 2/7/2027 (exercisable) ; 40,000 @ $54.33 exp 2/9/2028 (exercisable) ; 50,000 @ $49.90 exp 2/5/2029 (exercisable) ; 80,000/20,000 @ $45.60 exp 11/25/2029 (20,000 unexercisable; vests 11/25/2024) ; 47,000/15,667 @ $54.22 exp 11/23/2030 (15,667 unexercisable; vests 11/23/2024) ; 18,089/18,090 @ $66.47 exp 11/26/2031 (unexercisable 50% vests 11/26/2024; 50% vests 11/26/2025) ; 7,653/22,962 @ $57.18 exp 11/25/2032 (1/3 on 11/25/2024–2026) ; 0/24,467 @ $64.62 exp 11/20/2033 (25% annually on 11/20/2024–2027) |
| Ownership guidelines | CEO: 5x salary; other NEOs: 3x salary; NEOs (incl. Galvez) in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors and executive officers |
As of FY2024 year‑end, Berry used $68.88 per share to value outstanding PSU awards; this price implies Galvez’s listed option tranches with exercise prices from $36.36 to $66.47 were in‑the‑money on that date .
Employment Terms
| Agreement | Key terms | Severance/CIC economics |
|---|---|---|
| Spanish Employment Agreement (Sep 30, 2015) | Base salary, STI, company car, medical; nondisclosure; terminable by company without cause or for breach | If terminated without cause (or within 3 months after a change in control of the Spanish subsidiary) → 16 months of (i) base salary, (ii) STI, and (iii) benefits; no severance for serious and willful breach |
| Spanish Services Agreement as Managing Director (Apr 19, 2023) | Base salary, STI participation, LTI participation, car, medical, medical leave, expenses; nondisclosure/non‑disparagement; terminable by company without cause on 3 months’ notice or for Cause | If terminated without cause, for certain adverse changes/breach, or within 3 months after a change in control of the Spanish subsidiary → 16 months of (i) base salary, (ii) STI, and (iii) benefits; no severance if terminated for Cause; on end of MD service (other than Cause), prior employment agreement is reinstated |
Plan‑level protections that also apply to Galvez’s equity:
- Double‑trigger acceleration features and vesting rules for options and PSUs described in Performance Compensation above .
Other program terms:
- Clawback policy compliant with NYSE Rule 10D (recovery of incentive compensation upon restatement) .
- No hedging or pledging; insider trading policy on file with 10‑K .
- Stock ownership guidelines as noted; in compliance .
- No SERP disclosed; 401(k) and non‑qualified deferred comp available, but Galvez showed no deferrals in FY2024 .
- Perquisites primarily from international assignment policy (e.g., housing allowance), declining to $19,521 in FY2024 from $20,971 in FY2023 and $97,032 in FY2022 .
Compensation Structure Details (Selected Tables)
Summary Compensation (Last 3 Fiscal Years)
| Year | Salary ($) | Stock‑Based Awards ($) | Option Awards ($) | Annual Bonus ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 680,864 | 915,766 | 519,997 | 613,978 | 19,521 | 2,750,127 |
| 2023 | 667,725 | 932,976 | 536,558 | 673,067 | 36,853 | 2,847,180 |
| 2022 | 733,501 | 908,676 | 749,991 | 305,239 | 97,032 | 2,794,439 |
FY2024 Grants of Plan‑based Awards (Galvez)
| Type | Grant date | Amount/Units | Terms |
|---|---|---|---|
| Stock Options | Nov 20, 2023 | 24,467 options; $64.62 strike; $519,997 grant‑date value | 25% vesting on each 11/20/2024–2027 |
| PSUs (cash‑settled) | Nov 20, 2023 | Target 12,071 (0–200%); $915,766 grant‑date value at target | 3‑year cycle (10/1/2023–9/30/2026); 50% Relative TSR, 50% ROCE |
Option Exercises and Stock Vested (FY2024)
| Metric | FY2024 |
|---|---|
| Options exercised (shares) | — |
| Value realized on option exercise ($) | — |
| PSUs/stock units earned (units) | 15,199 |
| Value realized on vesting ($) | 1,011,627 |
| Dividend equivalents ($) | 444,060 |
Governance, Peer Group, and Say‑on‑Pay Context
- Compensation philosophy emphasizes variable, performance‑based pay; LTI mix for executive officers set at 40% stock options and 60% PSUs in FY2024 .
- FY2024 NEO STI metrics and weights as above; PSU metrics/thresholds disclosed with straight‑line interpolation .
- Compensation peer group (FY2024 planning) includes Amcor, Aptar, Avery Dennison, Ball, Conagra, Crown, Eastman, Graphic Packaging, International Paper, Packaging Corp. of America, Sealed Air, Silgan, Sonoco, Westlake, WestRock; FY2025 changes: remove Conagra and WestRock; add Greif and O‑I Glass .
- Say‑on‑pay approved by ~95% of votes cast at Feb 14, 2024 meeting, indicating strong investor support of pay program .
Investment Implications
- Alignment and incentives: High at‑risk mix and clear metrics (EBITDA, FCF, GHG for STI; Relative TSR and ROCE for PSUs) indicate strong pay‑for‑performance linkage; recent PSU over‑target payout (134%) underscores execution on shareholder value drivers during the 2022–2024 period .
- Retention risk: Contractual severance under Spanish agreements (16 months of salary, STI, and benefits in specified termination/CIC scenarios) plus double‑trigger equity features reduce involuntary attrition risk; upcoming option vests through 2027 provide additional retention hooks .
- Trading/overhang signals: No FY2024 option exercises; PSUs are cash‑settled, limiting forced share sales; multiple in‑the‑money option tranches as of FY2024 year‑end and a visible vesting calendar (Nov 20/23/25 dates) suggest periodic windows of potential insider liquidity, though hedging/pledging prohibitions and ownership guidelines temper misalignment risk .
- Governance safeguards: No hedging/pledging, NYSE‑compliant clawback, and ownership guidelines (Galvez subject to 3x salary; NEOs in compliance) support shareholder alignment; strong say‑on‑pay vote (95%) lowers near‑term compensation controversy risk .