Stephen Sterrett
BERYAbout Stephen E. Sterrett
Independent director and Chair of the Board at Berry Global Group, Inc. (BERY). Age 69; Director since 2015. Former Senior Executive Vice President and Chief Financial Officer of Simon Property Group, Inc.; prior roles include Treasurer at Simon and senior manager at Price Waterhouse. Holds a B.S. in Accounting and an MBA in Finance from Indiana University; designated audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Simon Property Group, Inc. | Sr. EVP & CFO | 2000–2014 | Led finance for S&P 500 REIT; preceded by Treasurer 1993–2000. |
| Simon Organization | Treasurer | 1993–2000 | Corporate treasury oversight before CFO promotion. |
| Price Waterhouse | Senior Manager | Pre-1988 | Audit/accounting leadership prior to joining Simon. |
| Realty Income Corporation | Director | 2014–2019 | Former board member at S&P 500 REIT. |
External Roles
| Organization | Role | Tenure/Year | Committees/Impact |
|---|---|---|---|
| Equity Residential (NYSE: EQR) | Lead Independent Director | Current | Governance leadership at S&P 500 REIT. |
| Butler University | Trustee | 2018–Present | University governance. |
| Tindley Accelerated Schools | Trustee | Current | K-12 charter network oversight. |
| The First Tee | Board of Governors | 2021–Present | Youth sports nonprofit governance. |
| Indiana Golf Foundation | Director | Current | Nonprofit board service. |
| IU Center for Real Estate Studies; Kelley School Dean’s Council | Director/Council | Current | Academic advisory roles. |
Board Governance
- Role and independence: Independent, non-executive Chair; board has separated Chair and CEO roles (CEO is a director; Sterrett serves as independent Chair).
- Committee assignments: Audit & Finance Committee (member); Capital Allocation Advisory Committee (member).
- Audit qualifications: Sterrett qualifies as an audit committee financial expert and meets NYSE/SEC independence and financial literacy requirements.
- Meetings and attendance: FY2024 committee meetings—Audit & Finance (4), Compensation & Talent Development (7), Nominating & Governance (5), Capital Allocation Advisory (9). Each director attended at least 75% of aggregate board/committee meetings; Sterrett (and the CEO) attended the 2024 Annual Meeting.
- Ownership and trading policies: Director stock ownership guideline—4x annual cash retainer; directors in compliance or on track within five years. No hedging or pledging permitted. Compensation Recovery (clawback) policy adopted in line with NYSE Rule 10D.
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount ($) |
|---|---|
| Annual cash fees (quarterly $30,000) | 120,000 |
| Committee chair fees | 0 (not a committee chair) |
| Lead Independent Director cash fee | 0 (no LID at Berry in FY2024) |
Performance Compensation (Non-Employee Director – FY2024)
| Equity Type | Grant Date | Shares/Units | Exercise Price ($/sh) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs (Chairman additional grant) | 11/20/2023 | 3,560 | — | Included in total | Generally vest on first anniversary. |
| Stock Options | 11/20/2023 | 2,823 | 64.62 | Included in total | Generally vest on first anniversary for directors. |
| Total equity grant value (Sterrett) | 11/20/2023 | — | — | 290,000 | As above. |
Notes:
- Director equity program uses time-based vesting; no performance metrics apply to director equity.
- Executive plan metrics (context for pay-for-performance at the company): STI metrics were Adjusted EBITDA (70%), Free Cash Flow (20%), and Greenhouse Gas reduction (10%); FY2024 payout was 117% of target for NEOs based on 100% EBITDA, 107% FCF, 200% GHG outcomes.
Company STI Metrics (FY2024 context)
| Metric | Weight | Target Achievement | Resulting Payout vs Target |
|---|---|---|---|
| Adjusted EBITDA | 70% | 100% | Contributed to 117% of target STI. |
| Free Cash Flow | 20% | 107% | Contributed to 117% of target STI. |
| GHG Emissions Reduction | 10% | 200% | Contributed to 117% of target STI. |
Other Directorships & Interlocks
| Company | Role | Sector | Potential Interlock with Berry |
|---|---|---|---|
| Equity Residential (EQR) | Lead Independent Director | Residential REIT | No supplier/customer overlap disclosed; low conflict risk. |
| Realty Income Corporation | Director (former) | Net-lease REIT | Prior service; no current Berry interlocks disclosed. |
Expertise & Qualifications
- Finance and capital allocation: Former CFO/Treasurer of Simon; sits on Capital Allocation Advisory Committee at Berry.
- Audit and risk oversight: Audit & Finance Committee member; identified audit committee financial expert.
- Strategic governance: Independent Chair role reflects board leadership separation.
- Education: B.S. Accounting; MBA Finance, Indiana University.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Direct/Indirect Shares | 33,608 |
| Right to Acquire (Options exercisable within 60 days) | 52,576 |
| Total Beneficially Owned | 86,184 |
| % of Shares Outstanding | <1% (as of 115,675,573 shares outstanding) |
| RSUs held at FY2024 year-end | 3,560 |
| Options held at FY2024 year-end | 48,235 |
Ownership alignment:
- Complies with 4x cash retainer director ownership guideline.
- Hedging/pledging prohibited, reinforcing alignment.
Insider Trades (Section 16)
| Filing Date | Form | Issuer | Notes/Link |
|---|---|---|---|
| 11/25/2024 | Form 4 | Berry Global Group, Inc. | Director filing (details in EDGAR). |
| 05/02/2025 | Form 4 | Related to transaction disclosure | EDGAR index for Sterrett filings. |
Governance Assessment
-
Strengths:
- Independent Chair role enhances oversight; separation from CEO improves accountability.
- Audit committee financial expert; strong finance background supports effective risk oversight.
- Robust governance framework: proxy access, majority voting, annual elections, active ESG oversight, clawback policy, and anti-hedging/pledging.
- Director ownership guideline compliance; meaningful equity exposure via options/RSUs.
- Stockholder support signals: ~95% say-on-pay approval in 2024.
- Engagement signal: Attended 2024 Annual Meeting (with CEO), indicating high engagement.
-
Potential risks/RED FLAGS:
- No related-party transactions requiring disclosure since the start of FY2024 (mitigates conflict risk).
- Time commitments across external boards should be monitored, but current roles are in sectors with limited operating overlap with Berry.
- No hedging/pledging permitted; reduces misalignment risk.
Overall, Sterrett’s profile—independent Chair, audit expertise, capital allocation experience, and compliant ownership—supports board effectiveness and investor confidence, with low observable conflict risk based on disclosed related-party and trading policies.