B. Andrew Rose
GREIFAbout B. Andrew Rose
Age 54; independent director since 2024; Audit Committee member. Rose retired as President & CEO of Worthington Enterprises in Oct 2024 (served Dec 2023–Oct 2024); previously President & CEO of Worthington Industries (Sep 2020–Dec 2023), earlier CFO and finance leadership roles at Worthington, and partner roles at MCG Capital Advisory and Peachtree Equity Partners. The Board nominated him based on deep finance, operations, strategy, risk management, and M&A expertise; he also has board experience across public, private, and non-profit entities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Worthington Enterprises, Inc. | President & CEO | Dec 2023 – Oct 2024 | Led a publicly traded manufacturing company; retired Oct 2024 |
| Worthington Industries (predecessor to Worthington Enterprises/Worthington Steel) | President & CEO | Sep 2020 – Dec 2023 | Led strategic transformation; earlier CFO and finance leadership roles |
| MCG Capital Advisory | Partner | Prior to 2020 (more than five years at Worthington before 2020) | Private equity investment advisory experience |
| Peachtree Equity Partners | Partner | Prior to 2020 | Private equity investment experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| OhioHealth | Director | Current | Non-profit health system board service |
| Worthington Enterprises (NYSE) | Director | Past | Public company board service |
| White Castle | Director | Past | Private company board service |
| Rev1 Ventures | Director | Past | Venture/innovation entity board service |
Board Governance
- Independence: Board determined all current directors (except CEO Ole Rosgaard) are independent under NYSE/SEC standards; Rose is listed as an independent director .
- Committee assignments: Audit Committee member; the Audit Committee met 5 times in FY2024 and all members are financially literate; Robert M. Patterson is the Committee’s financial expert .
- Attendance: The Board met 5 times in FY2024; all incumbent directors attended at least 75% of Board and committee meetings during their service periods; directors are expected to attend the annual meeting and all nominees attended the 2024 virtual annual meeting .
- Executive sessions: Independent/non-management directors meet at least four times per year, with at least one executive session of independent directors .
- Leadership: Independent Chairman of the Board (Bruce A. Edwards); CEO/Chair roles are separated .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees | $52,934 | Prorated fees reflecting Aug 2024 election; standard annual retainers are $100,000 for outside directors; committee annual retainers: Audit $10,000; Chair $20,000; Compensation $10,000/$20,000; Nominating $5,000/$15,000 |
| Equity grant (restricted Class A shares) | $94,650 | 1,484 shares granted upon Aug 2024 election at $63.78 close on Aug 23, 2024; prorated grant level |
| Total | $147,584 | Aggregate FY2024 director compensation |
Key terms:
- Director equity awards are fully vested at grant but subject to 3-year transfer restrictions; dividend eligible; no risk of forfeiture; no options have been awarded to outside directors since 2005 .
- Directors may defer retainers and equity under the Directors Deferred Compensation Plan (phantom share credits for cash; restricted stock deferrals held in a rabbi trust); election details are director-specific and not disclosed for Rose .
Performance Compensation
- Director equity is not performance-conditioned; restricted shares are fully vested at grant and subject to transfer restrictions (3 years). No option awards to outside directors since 2005 .
- Company-wide incentive frameworks (STIP/LTIP) apply to executives, not directors; noted here for governance context: clawback policy compliant with NYSE rules adopted in 2023 .
Other Directorships & Interlocks
- No related-party transactions disclosed involving Rose. Related-party items disclosed for other directors include Baker & Hostetler (partner Frank C. Miller) and Vestis Corporation (CEO Kimberly T. Scott), with fees below materiality thresholds; both directors deemed independent .
- No disclosed interlocks that create conflicts with Greif’s customers/suppliers related to Rose .
Expertise & Qualifications
- Finance, operations, strategic planning, risk management, mergers & acquisitions; recent public-company CEO experience; prior CFO and private equity background; board service across public, private, and non-profit sectors .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A | 1,484 | N/A | Shares subject to transfer restrictions as of Oct 31, 2024 |
| Class B (voting) | 3,500 | ~0.016% | 3,500 ÷ 21,331,127 Class B shares outstanding on Dec 27, 2024; table denotes “<1%” |
| Ownership guidelines | 5× annual retainer | In compliance | Directors required to own ≥5× retainer within 5 years; proxy states all outside directors in compliance |
Alignment/Restrictions:
- Company policies prohibit hedging or short sales by executive officers or directors; pledging requires pre-approval; no pledging disclosed for Rose .
Governance Assessment
- Effectiveness: Audit Committee membership adds financial oversight depth; committee met 5 times; members financially literate; strong reporting and internal control oversight documented by Audit Committee report .
- Independence/Conflicts: Independent status affirmed; no Rose-related party transactions disclosed; overall robust independence framework and executive sessions for non-management directors .
- Compensation/Alignment: Director pay mix is balanced—fixed cash plus equity with long transfer restrictions; no meeting fees; equity grants encourage ownership with 3-year hold; all directors in compliance with ownership guidelines—supportive of alignment .
- Shareholder signals: Prior “say‑on‑pay” (2023) received >99% approval; next advisory vote in 2026—indicates strong investor support for compensation governance; company maintains NYSE-compliant clawback policy .
- RED FLAGS: None identified specific to Rose. Notable controls include anti‑hedging policy and pre‑approval requirement for pledging; small personal voting stake underscores independence but implies limited “skin in the game” compared to >5% holders (not a red flag, just context) .
Overall signal: Recently retired public‑company CEO with strong finance/M&A credentials serving on Audit; independence intact; compensation structure and ownership guidelines support alignment; no disclosed conflicts—constructive for investor confidence .
Notes
- Section 16 insider trade details are not disclosed in the proxy and Form 4 lookups returned no documents in this tool; Greif reports timely Section 16 compliance in FY2024 for directors, with exceptions noted for two executives/directors not including Rose .