Mark Miles
BERYAbout Mark Miles
Mark W. Miles (age 53) is Chief Financial Officer and Treasurer of Berry Global, serving as CFO since January 2014 after roles as EVP, Controller & Treasurer (Aug 2005–Jan 2014) and Corporate Controller (joined in 1997) . Recent pay-for-performance disclosures show mixed shareholder returns and profitability trends: Berry’s TSR-based $100 investment was $129.2 (2021), $75.9 (2022), $135.5 (2023), and $113.2 (2024); Operating EBITDA was $2,224m (2021), $2,101m (2022), $2,053m (2023), and $2,045m (2024); GAAP Net Income was $733m (2021), $766m (2022), $609m (2023), and $516m (2024) . Berry completed a Reverse Morris Trust spin-off with Glatfelter after FY2024; FY2024 compensation tables do not reflect FY2025 spin-related equity adjustments .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Berry Global | Chief Financial Officer and Treasurer | Jan 2014–present | Long-tenured finance leadership through portfolio change; FY2025 spin-off of HHNF with Glatfelter noted (RMT) |
| Berry Global | EVP, Controller and Treasurer | Aug 2005–Jan 2014 | Senior finance oversight pre-IPO and through growth |
| Berry Global | Corporate Controller | 1997–Aug 2005 | Built internal controls/financial reporting foundation |
External Roles
No external public company board roles are listed in the CFO’s executive biography in the 2025 proxy .
Fixed Compensation
Multi-year CFO compensation (Summary Compensation Table):
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | 638,230 | 660,000 | 665,077 |
| Stock-Based Awards ($) | 1,211,569 | 1,435,233 | 1,408,813 |
| Option Awards ($) | 999,994 | 825,475 | 800,005 |
| Non-Equity Incentive Plan Compensation ($) | 319,792 | 665,280 | 617,760 |
| All Other Compensation ($) | 68,349 | 49,867 | 59,434 |
| Total ($) | 3,237,934 | 3,635,854 | 3,551,091 |
FY2024 STI target vs actual:
| Item | Detail |
|---|---|
| Target bonus (% of base) | 80% of base salary for NEOs (incl. CFO) |
| STI performance metrics (weight) | Adjusted EBITDA (70%), Free Cash Flow (20%), GHG emissions reduction (10%) |
| Actual performance | EBITDA 100% of target; FCF 107% of target; GHG 200% of target |
| Payout | 117% of target STI; CFO Non-Equity Incentive Plan payout $617,760 (matches 117% of $528,000 target) |
Perquisites and benefits: All Other Compensation includes auto allowance or company vehicle, possible incremental cost of personal use of company aircraft, group life insurance, executive physical, and company matching contributions to 401(k)/deferred comp plans .
Performance Compensation
Annual STI design and outcome (FY2024):
| Metric | Weight | Target | Actual | Payout impact |
|---|---|---|---|---|
| Adjusted EBITDA | 70% | 100% | 100% | At target |
| Free Cash Flow | 20% | 100% | 107% | Above target |
| GHG emissions reduction | 10% | 100% | 200% | Maxed |
| Aggregate STI payout | — | 100% | 117% of target | — |
Long-term incentives (FY2024 grants to CFO):
| Award | Grant date | Quantity/Target | Exercise Price | Fair value ($) | Vesting | Performance metrics |
|---|---|---|---|---|---|---|
| Stock Options | 11/20/2023 | 37,642 | 64.62 | 800,005 | 25% per year over 4 years | N/A (price-appreciation) |
| PSUs (cash-settled) | 11/20/2023 | Threshold 9,285; Target 18,570; Max 37,140 | — | 1,408,813 | Cliff at end of 3-year period (10/1/2023–9/30/2026) | 50% Relative TSR vs peer group; 50% ROCE; threshold/target/max as disclosed |
PSU payout grid (applies company-wide):
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Relative TSR vs peer percentile | 25th → 50% payout | 50th → 100% | 75th → 200% |
| ROCE | 13% → 50% | 14% → 100% | 15% → 200% |
Recent earned LTI signal: For the 2022–2024 PSU cycle, cash payouts were 134% of target (64th percentile TSR, ROCE 14.1%) .
Equity Ownership & Alignment
Beneficial ownership and components (as of Jan 6, 2025):
| Item | Amount |
|---|---|
| Direct/indirect shares owned | 119,384 |
| Right to acquire within 60 days (mainly options) | 687,214 |
| Total beneficially owned | 806,598 |
| % of shares outstanding (115,675,573) | <1% (starred by issuer) |
| Shares pledged | Company policy prohibits pledging by executives |
Outstanding equity detail (as of Sept 28, 2024):
- Options exercisable/unexercisable by grant:
- Exercisable: 125,000 @ $29.59 (exp 2/12/26); 80,000 @ $49.53 (2/7/27); 65,000 @ $54.33 (2/9/28); 80,000 @ $49.90 (2/5/29); 104,000 @ $45.60 (11/25/29); 60,999 @ $54.22 (11/23/30); 24,199 @ $66.47 (11/26/31); 11,775 @ $57.18 (11/25/32) .
- Unexercisable scheduled vesting: 26,000 on 11/25/2024; 20,334 on 11/23/2024; 24,120 vests 50% on 11/26/2024 and 50% on 11/26/2025; 35,325 vests 1/3 on 11/25/2024, 2025, 2026; 37,642 vests 25% annually 11/20/2024–2027 .
- PSUs outstanding at target (cash-settled): 15,044 (grant 11/26/2021); 20,986 (grant 11/25/2022); 18,570 (grant 11/20/2023) .
Insider monetization in FY2024:
| Transaction (FY2024) | Quantity/Value |
|---|---|
| Options exercised | 160,000 shares; value realized $5,249,680 |
| PSUs earned (cash) | 20,159 units; cash value $1,348,836 |
| Dividend equivalents (cash) | $786,757 |
Ownership policy and alignment:
- Executive ownership guideline: CFO must hold stock equal to at least 3× base salary; NEOs were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and executive officers .
- Clawback: NYSE Rule 10D-compliant Compensation Recovery Policy for restatements .
Nonqualified deferred compensation (FY2024):
| Item | Amount |
|---|---|
| Executive contributions (Miles) | $119,732 |
| Company contributions | $26,690 |
| Aggregate earnings | $136,980 |
| Year-end balance | $595,908 |
Employment Terms
CFO employment agreement / severance:
- Base employment terms: Agreement remains in effect unless terminated; includes noncompetition, nondisclosure, non-solicitation; eligible for annual STI per plan; salaries reviewed annually .
- Termination without cause: Pro-rata STI for year of termination; severance benefits under Berry Severance Pay Plan (amounts quantified below) .
- Change-in-control (CIC) enhanced severance (within 2 years post-CIC): Lump-sum over 18 months equal to 1.5× (base salary + target STI); pro-rata STI; COBRA subsidy (difference between COBRA and active premium) for up to 18 months .
Quantified potential payments for Miles (as of Sept 28, 2024):
| Scenario | Cash severance | Medical/welfare continuation (PV) | Acceleration of options | Acceleration of equity-based awards |
|---|---|---|---|---|
| Involuntary termination (no CIC) | $693,000 | — | $172,424 | $1,390,044 |
| Involuntary or good-reason termination post-CIC | $1,871,101 | $24,000 | $631,787 | $2,724,617 |
Other governance and pay practices:
- Double-trigger CIC equity vesting; no automatic vesting solely on CIC .
- No option repricing; uses independent compensation consultant; robust clawback; high say-on-pay support (95% in Feb 2024) .
Compensation Structure Notes (Design/Peer Group)
- STI metrics balanced across profitability (Adjusted EBITDA), cash (FCF), and ESG (GHG reduction) .
- LTI split: 40% options (4-year ratable vest), 60% PSUs (3-year cliff; Relative TSR and ROCE) .
- Compensation peer group (FY2024 planning) included Amcor, Aptar, Avery Dennison, Ball, Conagra, Crown, Eastman Chemical, Graphic Packaging, International Paper, Packaging Corp of America, Sealed Air, Silgan, Sonoco, Westlake, WestRock; FY2025 updates remove Conagra/WestRock, add Greif and O-I Glass .
Risk Indicators & Red Flags
- Positive: No hedging/pledging, clawback policy, double-trigger CIC, no award repricing, strong say-on-pay (95%) .
- Potential selling pressure: CFO exercised 160,000 options in FY2024 ($5.25m value realized), indicating liquidity events; upcoming multi-year option vesting may add additional supply if exercised .
- Related-party context: Employees (including CFO) are party to a legacy stockholders agreement with transfer restrictions and certain rights; no other related-party transactions requiring disclosure since start of FY2024 .
Investment Implications
- Pay-for-performance alignment looks credible: STI tied to EBITDA/FCF/ESG with 117% payout in FY2024; PSUs based on Relative TSR and ROCE with recent cycle paying 134% of target—evidence of operational execution and shareholder alignment .
- Retention and overhang: Significant unexercised/unearthed equity plus strict ownership guidelines (3× salary) and anti-hedging/pledging policy reduce misalignment risk; staggered vesting (options through 2027; PSUs through 2026) supports continuity but creates potential supply when options are in the money .
- Change-in-control economics are moderate for a CFO (approx. $1.87m cash + benefits, plus equity acceleration), unlikely to be a prohibitive deal impediment; double-trigger lowers windfall risk .
- Execution context: Mixed TSR/EBITDA trajectory through 2024 and portfolio reshaping (RMT spin) set a higher bar for value creation; compensation metrics (TSR/ROCE) should sharpen capital discipline and cash returns, a positive for equity holders if achieved .