Peter Thomas
BERYAbout Peter T. Thomas
Independent director of Berry Global Group, Inc. since 2023; age 69. Former President, CEO, and Chairman of Ferro Corporation (2012–2022), with earlier leadership roles at Ferro (1999–2012) and Witco Corporation (1991–1998). Education: B.S. in Chemistry and Biochemistry (Duquesne University) and M.B.A. in Finance and Marketing (Loyola University). Committees: Compensation & Talent Development; Capital Allocation Advisory .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ferro Corporation | President, CEO, Chairman | Nov 2012 – Apr 2022 | Led transformation and operations across engineered materials |
| Ferro Corporation | Operating VP, Polymer & Ceramic Engineered Materials; Director of Sales (Polymer Additives); Commercial Director (Performance & Fine Chemicals); VP (Organic Specialties) | 1999 – 2012 | Commercial and operating leadership across segments |
| Witco Corporation | VP, Oleochemical-Derivatives; VP of Sales; Global Market Director | 1991 – 1998 | Global market and sales leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Innophos Holdings, Inc. | Director; Lead Director; Audit and Nominating & Governance Committee Member | Jan 2016 – Feb 2020; Lead Director Dec 2017 – Feb 2020 | Public company board experience; governance roles |
| Current public company boards | — | — | None |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Thomas is independent (also labeled “Independent” in director bio) .
- Committee assignments: Compensation & Talent Development (7 meetings in FY2024) and Capital Allocation Advisory (9 meetings in FY2024). Chairs are Jill A. Rahman (Compensation) and Chaney M. Sheffield (Capital Allocation) — Thomas is a member, not chair .
- Attendance: In FY2024, each director attended at least 75% of Board and relevant committee meetings; only the CEO (Kwilinski) and Chair (Sterrett) attended the 2024 Annual Meeting (Thomas did not) .
- Board structure: Independent Chair; Chair and CEO roles separated since 2023; regular executive sessions of independent directors .
- Share ownership guidelines: Non-employee directors are expected to hold stock equal to 4x annual cash retainer within 5 years; directors were in compliance or progressing as of Dec 31, 2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging of Berry stock for directors and officers .
- Compensation committee practices: Uses independent consultant (Pearl Meyer) and reported no interlocks/insider participation issues in FY2024 .
Fixed Compensation
| Component | Amount/Terms | Fiscal Year | Notes |
|---|---|---|---|
| Annual cash retainer | $120,000 | FY2024 | $30,000 per quarter for non-employee directors |
| Committee chair fee | $20,000 (if chair) | FY2024 | Not applicable to Thomas (not a chair) |
| Lead independent director fee | $35,000 | FY2024 | No Lead Independent Director in FY2024 |
| Meeting fees | None disclosed | FY2024 | Program does not include per-meeting fees |
Total FY2024 director compensation for Thomas: Fees Earned $120,000; Equity Awards $150,000; Total $270,000 .
Performance Compensation
| Instrument | Grant date | Quantity/Terms | Valuation/Exercise | Vesting/Mechanism |
|---|---|---|---|---|
| RSUs (annual director grant) | Nov 20, 2023 | 1,393 units | Grant date fair value included in $150,000 equity awards | Generally vest on first anniversary of grant date |
| Stock options (annual director grant) | Nov 20, 2023 | 2,823 options | Exercise price $64.62/share (closing price on grant date) | Vesting terms for director options not specifically detailed; options granted alongside RSUs |
Notes:
- Non-employee director equity awards (including RSUs and options) are granted annually; Chairman receives additional equity; RSUs generally vest after one year .
Other Directorships & Interlocks
| Company | Interlock/Relationship to Berry | Committee roles | Governance/Conflict Notes |
|---|---|---|---|
| None (current) | — | — | No current public company directorships |
| Innophos Holdings, Inc. (prior) | Unrelated to Berry | Audit; Nominating & Governance; Lead Director (2017–2020) | No Berry-related party transactions tied to Thomas disclosed |
Expertise & Qualifications
- Executive leadership in chemicals and engineered materials; multi-segment operating roles .
- Finance and marketing education background (MBA), scientific foundation (Chemistry/Biochemistry), relevant to materials and packaging .
- Committee experience in audit and governance at a prior public company (Innophos) .
Equity Ownership
| Metric | Value | Date/Period | Notes |
|---|---|---|---|
| Shares outstanding (company) | 115,675,573 | Jan 6, 2025 | Basis for percent-of-class |
| Direct/indirect shares owned | 5,925 | Jan 6, 2025 | As reported |
| Right to acquire (within 60 days) | 6,178 | Jan 6, 2025 | Typically options/RSUs near vest |
| Total beneficially owned | 12,103 | Jan 6, 2025 | Less than 1% of class (*) |
| RSUs outstanding | 1,393 | Sep 28, 2024 | Per director award holdings table |
| Options outstanding | 5,668 | Sep 28, 2024 | Per director award holdings table |
| Pledging/Hedging | Prohibited | Policy | Directors may not hedge or pledge Berry stock |
| Ownership guideline | 4x annual cash retainer; 5-year compliance window | Policy | Directors in compliance or progressing as of Dec 31, 2024 |
() Company table denotes “Percent of Class” as “” (less than 1%) .
Governance Assessment
- Strengths: Independent director with deep operating and CEO experience; independent Board leadership structure with executive sessions; formal ownership guidelines and strict anti-hedging/pledging policy; active committee work on Compensation (7 meetings) and Capital Allocation (9 meetings); use of independent compensation consultant; no related-party transactions involving Thomas disclosed; Section 16 filings timely; strong say-on-pay support (~95%) .
- Alignment: FY2024 director pay mix balances cash ($120k) and equity ($150k), with annual RSUs and options that align with shareholder outcomes; ownership guideline at 4x retainer supports skin-in-the-game .
- Watch items:
- Annual meeting attendance: Only CEO and Chair attended 2024 Annual Meeting; Thomas did not, which some investors view as a minor engagement signal (attendance not required) .
- Individual ownership is small in absolute terms (typical for directors) but within policy; continued progress toward/maintenance of 4x retainer guideline is expected .
RED FLAGS noted: None disclosed for related-party transactions, hedging/pledging, delinquent Section 16 filings, or compensation committee interlocks .
Shareholder engagement: Ongoing management-investor outreach on governance, performance, board composition, compensation, and ESG; feedback reported to the Board .