Jill Rahman
BERYAbout Jill A. Rahman
Independent director (age 64) at Berry Global Group, Inc. since 2020; currently Chief Operating Officer of the Greater Chicago Food Depository (since June 2020). Prior roles include International Division President at Conagra (2016–2020) and VP/GM of U.S. Sweet & Salty Snacks (2010–2016), with earlier marketing and brand strategy positions at Kraft Foods and Newell Rubbermaid. Education: B.B.A., Howard University; M.B.A., Indiana University . Berry has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conagra Brands, Inc. | International Division President | 2016–2020 | Served on JV boards in India, Mexico, and the Philippines |
| Conagra Brands, Inc. | VP & GM, U.S. Sweet & Salty Snacks | 2010–2016 | P&L leadership in Snacks |
| Kraft Foods; Newell Rubbermaid | Marketing/Brand/Strategy roles | Not disclosed | Consumer brands experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater Chicago Food Depository | Chief Operating Officer | Since June 2020 | Non-profit operations leadership |
| TreeHouse Foods (NYSE: THS) | Director | Current | Public company directorship |
Board Governance
- Committee assignments: Chair, Compensation & Talent Development Committee; Member, Nominating & Governance Committee .
- Independence and attendance: Board deems all non-employee directors independent; each director met at least 75% attendance across Board and committee meetings in FY2024 (Board held 4 regular and 3 special meetings) .
- Committee activity levels (FY2024): Audit & Finance (4 mtgs), Compensation & Talent Development (7), Nominating & Governance (5), Capital Allocation Advisory (9) .
- Ownership alignment policy: Non-employee directors expected to hold stock equal to 4× annual cash retainer within 5 years; directors were compliant or on track as of Dec 31, 2024. Hedging and pledging are prohibited .
- Board structure: Independent, non-executive Chair (Stephen Sterrett); regular independent director executive sessions .
- Clawback policy: NYSE-compliant compensation recovery policy adopted and in effect .
- Related-party transactions: None requiring disclosure since the beginning of fiscal 2024 .
Fixed Compensation (Non-Employee Director Pay)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Quarterly cash retainer | $26,250 per quarter | $30,000 per quarter |
| Committee chair fee | $20,000 annually | $20,000 annually |
| Lead Independent Director fee | $35,000 annually | $35,000 annually (no LID in FY2024) |
| Jill Rahman – Fees Earned ($) | $113,333 | $128,333 |
| Jill Rahman – Total ($) | $285,829 | $278,333 |
Program design: Combination of cash and equity-based awards; annual grants generally vest on first anniversary .
Performance Compensation (Equity Awards for Directors)
| Grant | Grant Date | Instruments | Quantity | Exercise Price | Vesting |
|---|---|---|---|---|---|
| Annual grant (FY2023 plan cycle) | Nov 25, 2022 | RSUs; Options | 1,970 RSUs; 3,415 options (typical non-employee director grant) | $57.18 per share (options) | RSUs and options generally vest at 1-year (RSUs) and 25% annually over 4 years (options) |
| Annual grant (FY2024 plan cycle) | Nov 20, 2023 | RSUs; Options | 1,393 RSUs; 2,823 options (typical non-employee director grant) | $64.62 per share (options) | As above |
As of 9/28/2024, Rahman held 1,393 RSUs and 14,735 options outstanding under director programs .
Executive Incentive Framework overseen by Compensation & Talent Development Committee
| Metric | FY2023 | FY2024 |
|---|---|---|
| Target STI as % of base (CEO / Other NEOs) | 125% / 80% | 125% / 80% |
| Adjusted EBITDA achievement factor (70%) | 100% | 100% |
| Free Cash Flow achievement factor (20%) | 180% | 107% |
| GHG emissions reduction factor (10%) | 200% (est., subject to audit) | 200% |
| STI payout vs target | 126% | 117% |
LTI structure for executives: 40% stock options; 60% PSUs (cash-settled) based on Relative TSR vs peer group and ROCE, with 0–200% payout scale; 3-year performance periods .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| TreeHouse Foods (NYSE: THS) | Director | No Berry-related party transactions disclosed; Berry prohibits hedging/pledging |
Expertise & Qualifications
- Consumer products P&L leadership; international operations; marketing and brand strategy .
- Board experience via Conagra JV boards in India, Mexico, Philippines .
- Academic credentials aligned to business leadership (B.B.A., M.B.A.) .
Equity Ownership
| Date (Record) | Direct/Indirect Shares | Right to Acquire (Options within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Dec 27, 2023 | 4,728 | 11,912 | 16,640 | <1% |
| Jan 6, 2025 | 6,246 | 16,061 | 22,307 | <1% |
Ownership guideline: 4× annual cash retainer; directors compliant or on track as of Dec 31, 2024 .
Governance Assessment
- Board effectiveness: Rahman chairs the Compensation & Talent Development Committee and serves on Nominating & Governance, aligning oversight of pay, succession, and ESG with her consumer and international operations expertise .
- Pay-for-performance alignment: STI and PSUs use multi-metric design (Adjusted EBITDA, FCF, GHG; TSR and ROCE for LTI), with capped payouts and clawback policy—positive signal for investor confidence .
- Independence & engagement: Independent status; Board maintains independent chair and executive sessions; each director met ≥75% attendance in FY2024—supports robust oversight .
- Ownership alignment: Strong director ownership guideline and explicit ban on pledging/hedging mitigate misalignment risk .
- Director compensation mix: Balanced cash/equity; FY2024 cash fees increased vs FY2023, while target equity for directors decreased (Rahman total moved from $285,829 to $278,333)—no evident pay inflation; chair fee consistent at $20K .
- Consultant independence: Use of independent compensation consultants (Willis Towers Watson in FY2023; Pearl Meyer in FY2024) supports objective benchmarking; peer group refreshed for FY2025 (adds Greif, O-I Glass; removes Conagra, WestRock) .
- Shareholder signals: Strong say-on-pay support—~95% approval in 2024 and ~96% in 2023—indicates investor endorsement of compensation oversight .
- Conflicts/related-party: No related-party transactions requiring disclosure since beginning of FY2024; policy requires Audit & Finance review for any such items—low conflict risk .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, compensation repricing, or low say-on-pay support .