Michael Hill

About Michael Hill

Michael E. Hill is President, Flexibles Division at Berry Global and has served in this role since December 2018; he joined Berry in 1997 and has held roles across operations, sourcing, marketing, and sales. He is 58 and holds a B.B.A. from Middle Tennessee State University; he is also a certified Six Sigma Green Belt . Company performance levers tied to executive pay paid above target in FY2024, with STI metrics achieved at 100% of Adjusted EBITDA target, 107% of Free Cash Flow target, and 200% of GHG reduction target, driving a 117% of target STI payout for NEOs (context for incentive alignment) . For the 2022–2024 PSU cycle, company TSR ranked at the 64th percentile and ROCE averaged 14.1%, resulting in a 134% of target cash PSU payout (demonstrating above-target long-term performance against plan) .

Past Roles

Fixed Compensation

• Berry’s executive framework includes base salary and a short-term annual performance-based cash incentive (STI). STI is tied to three components: Adjusted EBITDA (70% weight), Free Cash Flow (20%), and Greenhouse Gas emissions reduction (10%) .
• Individual base salary and target bonus levels for Mr. Hill are not separately disclosed in the proxy; Berry made fiscal 2024 base salary adjustments for some officers in August 2024 (not specified by individual) .

Performance Compensation

• Long-term incentives (for executive officers) consist of 40% stock options (4-year ratable vesting) and 60% performance-based RSUs (PSUs) settled in cash over a 3-year performance period, split 50% Relative TSR vs. peer group and 50% ROCE, with 0–200% payout scale and straight-line interpolation .

FY2024 STI design and outcome (company framework)

PSU structure and recent outcome (company framework)

Equity Ownership & Alignment

• Policies and guidelines
  • No hedging or pledging: Berry prohibits directors, executive officers, and key employees from hedging or pledging Berry securities .
  • Ownership guidelines: CEO must hold 5x salary; other NEOs 3x salary; all management is expected to hold a meaningful financial interest. Compliance among CEO and NEOs noted as of Dec 31, 2024 .
• Vesting and overhang mechanics (executive officer program design)
  • Options: 10-year term; vest 25% annually over 4 years (e.g., FY2024 options granted 11/20/2023 with annual vesting on each anniversary, subject to service and specified exceptions) .
  • PSUs: 3-year cliff based on Relative TSR and ROCE performance; cash-settled shortly after period end .
• Recent insider transactions by Michael E. Hill (illustrative selling pressure windows)
  • Note: Form 4 data indicates sales during mid-2023; 10b5-1 plan usage not indicated in sources cited below.

• Beneficial ownership: Mr. Hill’s precise total beneficial ownership and ownership as a percent of shares outstanding are not listed in the 2025 proxy’s ownership table (which covers directors and Named Executive Officers) . Refer to the individual Form 4 filings for holdings after each transaction .

Employment Terms

• Specific employment agreement terms for Mr. Hill are not disclosed in the 2025 proxy. For context, Berry’s equity awards for executives feature double-trigger change-in-control protections: options receive full vesting if terminated without cause or resign for good reason within two years post-CIC; PSUs deem service satisfied on similar terms (performance still based on plan) .
• Company-wide Compensation Recovery Policy (clawback) compliant with NYSE rules; anti-hedging/pledging and insider trading policies apply to executive officers .

Compensation Structure Analysis

• Mix and risk: Executive pay is materially at-risk via STI and LTI; 2024 LTI split was 40% options (performance only if stock appreciates) and 60% PSUs settled in cash (reduces dilution and ties value to TSR/ROCE outcomes) .
• Performance calibration: FY2024 STI metrics were met/above target overall, producing a 117% payout context, while the most recent PSU cycle paid 134% of target—above-target outcomes but still capped at 200% to limit windfalls .
• Governance safeguards: No award repricing; double-trigger CIC; formal clawback; strong anti-hedging/pledging; high say-on-pay support (≈95% approval in 2024), indicating investor acceptance of design .

Compensation Peer Group (for benchmarking context)

Say-on-Pay & Shareholder Feedback

Related Party Transactions and Red Flags

• Related party transactions: Other than historical stockholders agreement mechanics, no related-party transactions requiring disclosure since the beginning of fiscal 2024 .
• Repricing: Company policy prohibits repricing of previously granted awards .
• Hedging/pledging: Prohibited for directors, executive officers, and key employees (reduces misalignment risk) .
• Clawback: Implemented per NYSE standards .

Investment Implications

• Incentive alignment: Hill operates under a program that ties cash incentives to EBITDA, FCF, and GHG reductions and long-term incentives to Relative TSR and ROCE—metrics closely linked to margin discipline, capital returns, and sustainability execution. FY2024 payouts (117% STI) and 2022–2024 PSU results (134%) corroborate above-target execution on plan-defined metrics .
• Selling pressure windows: Programmatic vesting (options vesting annually over four years; PSUs cliff at 3 years) can create periodic liquidity windows for executives; Hill’s 2023 Form 4 sales suggest utilization of open windows, though no 10b5-1 designation is cited here. Monitor upcoming vest anniversaries (November grant cadence) for potential selling flow .
• Governance risk is contained: Double-trigger CIC, anti-hedging/pledging, and clawback reduce adverse governance signals; high say-on-pay support indicates investor comfort with pay practices .
• Retention risk: While specific severance terms for Hill are not disclosed, Berry’s executive equity design includes pro-rata vesting and protection features upon certain terminations, which generally support retention and orderly transitions .

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