Meredith Harper
BERYAbout Meredith R. Harper
Independent director of Berry Global Group, Inc. (BERY), age 53, serving since 2023; member of the Audit & Finance Committee. Harper is Senior Vice President and Chief Information Security Officer (CISO) at Synchrony Financial (since June 2022), with prior CISO roles at Eli Lilly & Company and Henry Ford Health System. She holds a B.S. in Computer Information Systems (University of Detroit Mercy), a Master’s in Health Service Administration, and a Master of Jurisprudence in Health Law (Loyola Chicago School of Law), and maintains HCISPP and CISM certifications . The Board has determined she is independent under NYSE and SEC standards and she is one of 10 independent directors on the 11-member Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchrony Financial | Senior Vice President & Chief Information Security Officer | Jun 2022 – present | Leads Security Operations, Incident Response, IAM, AppSec, IS Risk, IS Tools & Tech |
| Eli Lilly & Company | Vice President, Chief Information Security Officer | Aug 2018 – Jun 2022 | Enterprise cybersecurity leadership |
| Henry Ford Health System | Vice President, Chief Information Privacy & Security Officer | 2002 – Aug 2018 | Privacy and security program leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Detroit Mercy | Trustee | Not disclosed | Governance at alma mater |
| Health Care Compliance Association | Member (active) | Not disclosed | Industry engagement |
| Delta Sigma Theta Sorority, Inc. | Diamond Life Member | 31 years of service | Community service |
| Certifications | HCISPP; CISM | Current | Professional credentials |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE and SEC rules |
| Committee Assignments | Audit & Finance Committee (member) |
| Committee Responsibilities | Audit & Finance oversees financial reporting integrity, auditor independence, ICFR, risk assessment including cybersecurity and IT systems, internal audit, Ethics & Compliance |
| Audit & Finance Members (FY2024) | Foster (Chair), Harper, Steele, Sterrett; all financially literate; Foster, Steele, Sterrett are “audit committee financial experts” |
| Board Leadership | Independent Chair; CEO and Chair roles separated |
| Executive Sessions | Regular independent director executive sessions |
| Attendance | Each director attended ≥75% of Board and applicable committee meetings in FY2024 |
| Meetings (FY2024) | Board: 4 regular, 3 special ; Audit & Finance: 4; Compensation & Talent Development: 7; Nominating & Governance: 5; Capital Allocation Advisory: 9 |
Fixed Compensation (Director)
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $120,000 | $30,000 per quarter for non-employee directors |
| Committee chair fee | $0 | $20,000 annually applies to committee chairs; Harper is not a chair |
| Equity awards (grant-date fair value) | $150,000 | Annual equity award; generally vests on first anniversary |
| Total FY2024 director compensation | $270,000 | Fees earned plus equity awards |
| FY2024 grant specifics | 1,393 RSUs; 2,823 options awarded to each non-employee director, exercise price $64.62 (11/20/2023) | Chairman receives higher RSU grant; not applicable to Harper |
| Outstanding as of 9/28/2024 | 1,393 RSUs; 5,668 options (Harper) | Aggregate counts per director |
Performance Compensation
| Incentive Program | Metric | Weight | FY2024 Outcome | FY2024 STI Payout vs. Target |
|---|---|---|---|---|
| Executive Bonus Plan (NEOs) | Adjusted EBITDA | 70% | 100% of target | 117% of target STI (CEO/Other NEOs) |
| Executive Bonus Plan (NEOs) | Free Cash Flow | 20% | 107% of target | 117% of target STI |
| Executive Bonus Plan (NEOs) | GHG Emissions Reduction | 10% | 200% of target | 117% of target STI |
| PSU Design (Executives) | Threshold | Target | Maximum | Payout Scale |
|---|---|---|---|---|
| Relative TSR vs. peer group (50% weight) | 25th percentile → 50% payout | 50th percentile → 100% | 75th percentile → 200% | Straight-line interpolation |
| ROCE (50% weight) | 13% → 50% payout | 14% → 100% | 15% → 200% | Straight-line interpolation |
Note: Directors’ equity grants are time-based and generally vest after one year; performance metrics above apply to executive compensation programs overseen by the Board .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | None for Harper |
| Compensation committee interlocks (FY2024) | None reported for members; no insider participation |
| Potential interlocks/conflicts | Not disclosed; related-party transactions policy in place and none required to be disclosed since start of FY2024 |
Expertise & Qualifications
- Deep cyber risk, information security, and privacy leadership across financial services, pharma, and healthcare; relevant to Audit & Finance oversight of cybersecurity and IT systems .
- Degrees: B.S. Computer Information Systems (University of Detroit Mercy); M.H.S.A. and M.J. in Health Law (Loyola Chicago School of Law) .
- Certifications: HCISPP and CISM .
- Governance and community service: Trustee, University of Detroit Mercy; Diamond Life member of Delta Sigma Theta; active HCCA member .
Equity Ownership
| Measure | Amount |
|---|---|
| Direct/Indirect shares owned | 2,925 |
| Right to acquire (options within 60 days) | 6,178 |
| Total beneficially owned | 9,103 |
| Percent of class | <1% |
| Director ownership guideline | 4x annual cash retainer; 5-year compliance window; all non-employee directors were compliant or on track as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and officers |
Governance Assessment
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Strengths
- Independence and strong attendance (≥75% in FY2024), with active role on Audit & Finance Committee that oversees cyber and financial risks—well aligned with Harper’s CISO background .
- Balanced director pay with meaningful equity component ($150k grant) supporting alignment; ownership guidelines (4x cash retainer) and anti-hedging/pledging policy enhance investor alignment .
- Board governance practices include independent Chair, regular executive sessions, proxy access, majority voting, and robust risk oversight structure .
- No related-party transactions requiring disclosure since start of FY2024; interlocks not reported on compensation committee .
-
Signals for investors
- Say-on-Pay support ~95% (Feb 14, 2024), and Board recommends annual frequency—indicates constructive shareholder engagement on compensation oversight .
- Executive incentive outcomes (117% STI payout) and PSU design (TSR/ROCE) reflect a pay-for-performance orientation the Board oversees; directors’ equity is time-based, avoiding complex performance linkages for independent directors .
-
RED FLAGS
- None disclosed relating to Harper’s independence, attendance, hedging/pledging, or related-party transactions .
- Ownership level is typical for independent directors (<1%); guideline compliance framework mitigates alignment concerns .
Overall board effectiveness for Harper: Positive alignment of expertise with committee oversight (cyber risk within Audit & Finance), robust governance policies, and documented independence and attendance support investor confidence .