Robert Steele
BERYAbout Robert A. Steele
Robert A. Steele (age 69) is an independent director of Berry Global Group, Inc., serving since 2014. He is a retired Procter & Gamble Vice Chairman of Health Care, with prior roles including Vice Chairman Global Health & Well-being, Group President Global Household Care, and Group President of North American Operations. He serves on Berry’s Audit & Finance and Nominating & Governance Committees and is designated by the Board as an audit committee financial expert under SEC rules, reflecting deep finance and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Vice Chairman Health Care; Vice Chairman Global Health & Well-being; Group President Global Household Care; Group President North American Operations | Not disclosed | Senior leadership across global consumer businesses |
| Keurig/Green Mountain Coffee Company | Director (prior) | Not disclosed | Not disclosed |
| Beam Inc. | Director (prior) | Not disclosed | Not disclosed |
| LSI Industries, Inc. | Director (prior) | Not disclosed | Not disclosed |
| Kellogg Company | Director (prior) | Not disclosed | Not disclosed |
| Newell Inc. | Director (prior) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Committees |
|---|---|---|
| BJ’s Wholesale Club Holdings, Inc. | Lead Director | Audit Committee |
| Other current public boards | None at Berry-provided list besides BJ’s | — |
Board Governance
- Committee assignments: Audit & Finance Committee; Nominating & Governance Committee (member, not chair) .
- Audit committee financial expert designation; meets NYSE independence, financial literacy, and sophistication standards .
- Independence: Berry reports 10 of 11 directors are independent; Mr. Steele is independent. All members of Audit & Finance, Compensation & Talent Development, and Nominating & Governance Committees are independent .
- Attendance: In FY2024 the Board held 4 regular and 3 special meetings; each director attended ≥75% of Board and relevant committee meetings. Audit & Finance met 4 times; Nominating & Governance met 5 times .
- Board leadership: Independent Chair (Sterrett); regular independent director executive sessions .
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Cash fees | $120,000 | $30,000 per quarter; chair fees apply only to chairs, which Mr. Steele is not |
| Equity awards (grant-date fair value) | $150,000 | Annual director equity comprised of RSUs and options; generally vests on first anniversary |
| Total | $270,000 | Sum of cash and equity |
Director equity grant specifics (latest cycle):
- RSUs: 1,393 units granted on Nov 20, 2023; grant-date fair value included in $150,000; vest on first anniversary .
- Stock options: 2,823 options granted on Nov 20, 2023 at $64.62 exercise price; vest on first anniversary (director program) .
Performance Compensation
| Metric | Target | Actual | Payout Scale | Notes |
|---|---|---|---|---|
| Short-term cash incentive | N/A | N/A | N/A | Berry’s non-employee directors do not receive performance-based cash bonuses |
| Equity metrics tied to director awards | N/A | N/A | N/A | Director RSUs and options are time-based; no performance conditions disclosed for directors |
Berry’s disclosed performance metrics (Adjusted EBITDA, Free Cash Flow, GHG reduction; relative TSR and ROCE for PSUs) apply to executive officer compensation, not non-employee directors .
Other Directorships & Interlocks
| Company | Sector Relationship to Berry | Potential Interlock/Conflict Consideration |
|---|---|---|
| BJ’s Wholesale Club Holdings, Inc. (Lead Director; Audit Committee) | Retail/Wholesale; Berry is a packaging supplier to many CPGs; no specific transactions disclosed with BJ’s | No related-party transactions disclosed with entities where Mr. Steele serves; Berry’s policy requires Audit & Finance review of any related-party deals; none required to be disclosed since FY2024 start |
Expertise & Qualifications
- Extensive global consumer goods leadership and operations from Procter & Gamble .
- Financial and governance expertise; designated audit committee financial expert .
- Education: B.A. in Economics (College of Wooster); MBA (Cleveland State University) .
- Skills: executive leadership, finance, risk oversight, packaging industry familiarity via Board matrix and biography .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Direct and indirect share ownership | 6,246 | As of Jan 6, 2025 |
| Right to acquire (typically options exercisable within 60 days) | 64,566 | As of Jan 6, 2025 |
| Total beneficially owned | 70,812 | Less than 1% of outstanding shares |
| RSUs held (director program) | 1,393 | As of Sep 28, 2024 |
| Options held (cumulative director grants) | 59,235 | As of Sep 28, 2024 |
| Ownership guidelines | 4x annual cash retainer; 5-year compliance window | Non-employee directors expected to hold ≥4× retainer; Berry reports directors were in compliance or progressing within window as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Berry prohibits hedging and pledging by directors |
Governance Assessment
- Board effectiveness: Steele’s dual membership on Audit & Finance and Nominating & Governance aligns with his P&G leadership background and governance expertise; “audit committee financial expert” status is a positive signal for oversight quality .
- Independence & engagement: Independent, committee member (not chair), with Board-level attendance standards met for all directors; independent Chair and executive sessions enhance oversight .
- Pay alignment: Director pay is conventional (cash retainer + time-based equity). No performance-based director pay; equity vests on time, which aligns with long-term share ownership guidelines and discourages short-termism .
- Ownership alignment: Beneficial ownership present, options and RSUs outstanding, and compliance with 4× retainer guideline reported; hedging/pledging prohibited, reducing alignment risk .
- Conflicts/related-party exposure: Berry’s related-party policy centralizes review in Audit & Finance; no related-party transactions requiring disclosure since FY2024 start; no disclosed transactions tied to Steele’s external roles (BJ’s) .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or compensation anomalies for directors. Say-on-pay support (~95% in 2024) suggests broader investor acceptance of Berry’s compensation governance framework (executive-focused but indicative of governance quality) .