Joy Roman
BERYAbout Joy Roman
Berry Global’s Chief People & Strategy Officer from April 2024 to January 30, 2025; age 46; MBA from Yale School of Management; BA in English and Communications from the University of Wisconsin . Background spans strategy and HR leadership at 3M (Asia/EMEA leadership roles), Toll Brothers (CHRO), De Beers (Executive Head of HR), and Anglo American (Group Head HR for Technical & Sustainability) before joining Berry; early career at McKinsey & Company . During FY2024, Berry’s executive annual bonus plan (company-wide) paid at 117% of target based on achieving 100% of Adjusted EBITDA target, 107% of free cash flow target, and 200% of GHG reduction target; PSU design emphasizes three-year relative TSR and ROCE metrics (50% each) . Ms. Roman resigned from Berry effective January 30, 2025 and subsequently joined International Paper as SVP, Chief People and Strategy Officer effective February 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anglo American | Group Head of Human Resources, Technical & Sustainability | Nov 2022–Dec 2023 | Led HR for technical and sustainability functions; global scope . |
| De Beers Group | Executive Head of Human Resources | Mar 2021–Nov 2022 | HR leadership across a global resources business . |
| Toll Brothers | Chief HR Officer | Feb 2017–Mar 2021 | Enterprise-scale HR transformation at Fortune 500 homebuilder . |
| 3M | Multiple roles across Strategy and HR (including Asia leadership) | ~2009–2019 (10 years) | Strategy deployment and HR leadership in multiple regions . |
| McKinsey & Company | Management Consultant (early career) | n/d | Strategy advisory foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| International Paper (NYSE: IP) | SVP, Chief People & Strategy Officer | Feb 2025–present | Appointment announced Jan 22, 2025; effective Feb 2025 . |
Fixed Compensation
- Not disclosed in Berry’s FY2024 Summary Compensation Table for Ms. Roman (she is not listed among Named Executive Officers) .
- Company program context: FY2024 executive base salaries were largely unchanged from FY2023 with limited adjustments for role/performance; base salary is one of three primary pay elements (base, STI, LTI) .
Performance Compensation
Berry’s executive incentive design (company-wide; Ms. Roman’s individual targets not disclosed):
- Annual STI (cash): 70% Adjusted EBITDA, 20% Free Cash Flow, 10% GHG reduction; FY2024 payout = 117% of target based on results (100% EBITDA; 107% FCF; 200% GHG) .
- LTI mix for executive officers: 40% stock options (4-year ratable vest), 60% PSUs settled in cash after a 3-year performance period with 50% weight to relative TSR and 50% to ROCE; payout scale 0–200% .
| Metric (FY2024 STI) | Weight | Target | Actual | Payout vs Target | Vesting/Settlement |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | 100% | 100% | 100% | Annual cash bonus . |
| Free Cash Flow | 20% | 100% | 107% | Over target | Annual cash bonus . |
| GHG Emissions Reduction | 10% | 100% | 200% | Max for component | Annual cash bonus . |
| Total STI Outcome | — | 100% | — | 117% of target | Annual cash bonus . |
| PSU Metric | Weight | Threshold | Target | Maximum | Payout Scale |
|---|---|---|---|---|---|
| Relative TSR (vs peer group) | 50% | 25th pct = 50% | 50th pct = 100% | 75th pct = 200% | Linear between points . |
| ROCE | 50% | 13% = 50% | 14% = 100% | 15% = 200% | Linear between points . |
Notes on structure:
- Options: 10-year term; vest 25% annually over 4 years; change-in-control provisions require a termination (“double trigger”) for accelerated vesting; additional 40% vest on certain terminations >2 years post-CIC .
- Clawback: NYSE-compliant compensation recovery policy adopted Oct 2, 2023 .
Equity Ownership & Alignment
| As-of | Common Shares Beneficially Owned | Derivatives/Equity Awards | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Apr 24, 2024 (Form 3, Berry) | 0 | None reported | Company prohibits pledging/hedging by directors/executives | Initial statement filed as Chief People & Strategy Officer . |
| Jan 30, 2025 (resignation) | n/a | All unvested Berry equity awards forfeited upon resignation | Policy prohibitions unchanged | Resignation eliminates near-term insider selling pressure from vesting . |
| Feb 7, 2025 (Form 3, IP) | 0 (at new issuer) | None reported | n/a | Confirms no holdings at new employer on entry . |
- Stock ownership guidelines: CEO 5x salary; other Named Executive Officers 3x; guidelines are disclosed for CEO/NEOs; policy prohibits hedging/pledging; Ms. Roman’s guideline status not disclosed (not an FY2024 NEO) .
Employment Terms
| Agreement/Policy | Key Terms | Economics | Equity Treatment | Status/Notes |
|---|---|---|---|---|
| Change-in-Control Agreement (CIC) | Severance upon termination without cause or resignation for good reason within CIC protection period | 1.0x (salary + target bonus) cash; up to 12 months COBRA differential | Standard Berry equity requires termination + CIC for acceleration; separate forfeiture rules on resignation | Ms. Roman had a CIC agreement on these terms . |
| Estimated CIC Benefits (illustrative) | Earlier S-4 estimate if qualifying termination as of Jan 6, 2025 | $945,000 cash; $113,918 prorated bonus; $16,000 benefits; total $1,074,918 | As per plan | Estimates disclosed in Jan 13, 2025 S-4 filing . |
| Actual Outcome around Merger | Resigned Jan 30, 2025; not a qualifying termination under CIC | No CIC severance payable | All unvested Berry equity awards forfeited upon resignation | Clarified in S-4/A and DEFM14A . |
| Clawback | NYSE-compliant compensation recovery policy | n/a | n/a | Applies to certain incentive comp upon restatement circumstances . |
| Hedging/Pledging | Prohibited for directors/executives | n/a | n/a | Governance policy . |
Investment Implications
- Alignment and retention: Short tenure (~9.5 months) and resignation prior to CIC means unvested equity forfeiture and no CIC severance; limited ongoing “skin in the game” at Berry and no observable insider selling pressure tied to vest events for Ms. Roman .
- Incentive design quality: Company-wide pay programs remain tightly linked to cash flow, EBITDA, and ESG (GHG), with FY2024 outcome at 117% of target—supportive of pay-for-performance; PSUs emphasize three-year relative TSR and ROCE, balancing market and capital efficiency outcomes .
- Governance safeguards: Double-trigger CIC structure, prohibition on hedging/pledging, and an NYSE-compliant clawback reduce misalignment risks; strong say-on-pay support (95% in 2024) indicates investor acceptance of program design .
- Transition risk: Ms. Roman’s departure removes potential HR/strategy continuity benefits she was hired to provide in 2024; however, governance and compensation structures limit adverse incentive consequences from the change .