Jonathan Foster
BERYAbout Jonathan F. Foster
Jonathan F. Foster, age 64, is an independent director at Berry Global Group, Inc., serving since 2014. He is Founder and Managing Director of Current Capital Partners LLC and brings extensive investment banking, finance, and private equity experience, with prior senior roles at Wachovia Securities, Revolution LLC, The Cypress Group, Bear Stearns, ToysRUs.com, and Lazard. He holds a B.S. in Accounting from Emory University, a master’s in Accounting and Finance from the London School of Economics, and completed Executive Education at Harvard Business School . He is Chair of Berry’s Audit & Finance Committee, a member of the Compensation & Talent Development Committee, and is deemed an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current Capital Partners LLC | Founder & Managing Director | Since 2008 | M&A advisory, corporate management services, and private equity investing |
| Wachovia Securities | Managing Director; Co-Head, Diversified Industrials & Services | 2007–2008 | Senior investment banking leadership |
| Revolution LLC | EVP—Finance & Business Development | Prior to 2007 | Corporate finance and development leadership |
| The Cypress Group | Managing Director | Prior to Revolution LLC | Private equity and investment management |
| Bear Stearns & Co. | Senior Managing Director; Head, Industrial Products & Services M&A | Prior to Cypress | Led sector M&A; senior banking leadership |
| ToysRUs.com, Inc. | EVP, COO & CFO | Prior to Bear Stearns | Operating and finance leadership in e-commerce |
| Lazard | Managing Director | Over 10 years | M&A focus; long-tenured advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lear Corporation (NYSE: LEA) | Director | Current | Not disclosed |
| Five Point Holdings LLC (NYSE: FPH) | Director | Current | Not disclosed |
| New York Power Authority | Trustee | Prior | Not disclosed |
| Sabine Oil & Gas Corporation | Director | Prior | Not disclosed |
| Smurfit-Stone Container Corporation | Director | Prior | Not disclosed |
| Chemtura Corporation | Director | Prior | Not disclosed |
| Masonite International Corporation | Director | Prior | Not disclosed |
Board Governance
- Independence: Berry’s Board determined all directors other than the CEO are independent; Foster is independent .
- Committee assignments: Audit & Finance (Chair) and Compensation & Talent Development (member); Foster is an audit committee financial expert; Audit & Finance members include Foster (Chair), Harper, Steele, Sterrett .
- Committee meetings in FY2024: Audit & Finance (4), Compensation & Talent Development (7), Nominating & Governance (5), Capital Allocation Advisory (9) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; only the CEO and Chair attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (Stephen E. Sterrett); CEO and Chair roles separated in 2023; regular independent director executive sessions .
- Related-party transactions: Policy requires Audit & Finance Committee review; no related-party transactions requiring disclosure since the beginning of fiscal 2024 .
Fixed Compensation
| Component | Detail | FY2024 Amount |
|---|---|---|
| Quarterly cash retainer | $30,000 per quarter for non-employee directors | $120,000 |
| Committee chair fee | $20,000 annually for committee chairs (Foster is Audit Chair) | $20,000 |
| Total cash fees (Foster) | Fees earned | $140,000 |
| Meeting fees | Not disclosed | — |
No material changes were made to the non-employee director compensation program for FY2024 .
Performance Compensation
| Equity Type | Grant Date | Quantity | Grant-Date Fair Value | Exercise Price | Vesting |
|---|---|---|---|---|---|
| RSUs (Foster) | 11/20/2023 | 1,393 | Included in $150,000 equity awards | N/A | Generally vest on first anniversary of grant date |
| Stock Options (Foster) | 11/20/2023 | 2,823 | Included in $150,000 equity awards | $64.62 | Generally vest 25% annually over 4 years; 10-year term |
FY2024 Foster total non-employee director equity awards: $150,000; Chairman received a larger equity grant separately; RSUs/Options values per director equity program noted; vesting terms per program .
Other Directorships & Interlocks
- Current public company boards: Lear Corporation; Five Point Holdings .
- Compensation Committee interlocks: None disclosed for FY2024; no insider participation .
- Governance consultant: Pearl Meyer advises on director and executive compensation; Compensation Committee utilizes an independent consultant .
Expertise & Qualifications
- Financial expert: Audit committee financial expert; satisfies NYSE and SEC financial literacy/sophistication requirements .
- Core expertise: Investment banking, finance, capital allocation, strategic M&A; extensive executive and advisory background .
- Education: Emory University (B.S. Accounting); London School of Economics (Master’s in Accounting & Finance); Harvard Business School Executive Education .
Equity Ownership
| As of Jan 6, 2025 | Shares Owned | Right to Acquire (60 days) | Total Beneficially Owned | % of Class | Shares Outstanding |
|---|---|---|---|---|---|
| Jonathan F. Foster | 15,742 | 79,826 | 95,568 | <1% | 115,675,573 |
- Director equity positions (at 9/28/2024): 1,393 RSUs; 73,235 options (Foster) .
- Ownership guidelines: Non-employee directors expected to hold stock equal to 4x annual cash retainer within 5 years; each director in compliance or reasonably proceeding toward compliance as of 12/31/2024 .
- Hedging/Pledging: Prohibited for directors and executives .
- Section 16(a) filings: All officers, directors, and >10% holders timely filed during FY2024 .
Governance Assessment
- Strengths
- Independent director with deep finance/M&A credentials; audit committee financial expert serving as Audit & Finance Chair enhances oversight of reporting, controls, and auditor independence .
- Robust ownership alignment: 4x retainer guideline compliance; prohibition on hedging/pledging; regular independent executive sessions; independent Chair structure .
- Transparent director pay and stable program; use of independent compensation consultant; no interlocks .
- No related-party transactions requiring disclosure since FY2024; timely Section 16 compliance .
- Watch items
- Dual committee workload (Audit Chair + Compensation member) requires sustained engagement; however, Board reports adequate attendance and independence .
- Options in director pay mix introduce market volatility sensitivity; vesting is time-based rather than performance-based (typical for directors) .
Say-on-Pay context: 95% approval in the February 14, 2024 vote; Compensation Committee (including Foster) indicated strong stockholder support for executive pay approach and continues to consider feedback .
Company-wide clawback: Compensation Recovery Policy compliant with NYSE listing standards; reinforces pay-for-performance culture (executive-focused) .
Committee mandates (selected):
- Audit & Finance: Oversight of financial reporting integrity, auditor independence, internal controls, risk (including cybersecurity), internal audit, and related-party transaction reviews .
- Compensation & Talent Development: Oversees executive and director compensation plans, grants, succession planning, and “Social” strategies (D&I) .
Board composition/refresh: Ongoing refresh; independence remains high (10 of 11); guidelines on tenure and age support renewal .
Overall, Foster’s audit leadership, independence, and capital markets expertise are supportive of investor confidence; no disclosed conflicts or red flags tied to related-party transactions, hedging/pledging, or filing compliance .