Bala V. Sathyanarayanan
GREIFAbout Bala V. Sathyanarayanan
Executive Vice President and Chief Human Resources Officer at Greif, Inc. since July 2021; previously Senior Vice President & CHRO (Nov 2018–Jun 2021). Age 54 as of the 2025 annual meeting; prior HR leadership at Xerox and Hewlett-Packard over more than five years . Company performance context: cumulative TSR since FY2019 reached 161.41 versus 122.76 for the Dow Jones U.S. Containers & Packaging Index in FY2024, with Net Income $295.5M and Adjusted EBITDA $694.3M in FY2024 . Executive compensation is explicitly tied to OPBSI, OWC (STIP) and EBITDA plus rTSR (LTIP), reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greif, Inc. | EVP, Chief Human Resources Officer | Jul 2021–present | Drives Build to Last talent agenda, colleague engagement, ERGs; supports culture and strategic alignment |
| Greif, Inc. | SVP, Chief Human Resources Officer | Nov 2018–Jun 2021 | Led HR through organizational restructuring and growth initiatives |
| Xerox Corporation | EVP, HR, North American Operations | Jan 2017–Oct 2018 | Supported large-scale operations; aligned HR with transformation |
| Xerox Technology | VP, Business Transformation & HR | Jul 2012–Jan 2017 | Led transformation and HR for print/digital services businesses |
| Hewlett-Packard Inc. | Various HR roles | >5 years prior to 2012 | Global HR leadership experience in technology sector |
Fixed Compensation
Multi-year compensation history (fiscal years ended Oct 31):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 451,807 | 473,641 | 493,462 |
| Stock Awards ($) | 1,348,410 | 1,244,914 | 1,083,811 |
| Non-Equity Incentive (STIP) ($) | 528,985 | 256,742 | 499,356 |
| All Other Compensation ($) | 66,091 | 81,737 | 95,566 |
| Total ($) | 2,420,813 | 2,058,809 | 2,173,793 |
Key fixed pay settings:
- 2025 base salary approved at $517,024 (up 4% from 2024) .
- 2024 perquisites/benefits detail: 401(k) match/contribution $20,605; health & wellness $4,950; dividend equivalents on RSUs $26,640; company NQSP credits $43,371; total other comp $95,566 .
Performance Compensation
STIP (Annual Incentive)
Design and 2024 results:
| Component | Weight | Threshold | Target | Maximum | Actual Performance | Actual Payout |
|---|---|---|---|---|---|---|
| OPBSI ($) | 80% | 318.6M | 379.3M | 596.0M | 439.6M | 127.8% |
| OWC (% of revenue) | 20% | 11.9% | 11.3% | 10.7% | 10.9% | 158.3% |
| Aggregate NEO payout | — | — | — | — | — | 133.9% of target |
Individual target and 2025 settings:
- Bala’s STIP target: 75% of base salary in 2024 ($372,854); remains 75% in 2025 ($387,768) .
- 2025 STIP performance goals: OPBSI threshold/target/max $429.4M/$466.8M/$504.1M; OWC 13.4%/12.7%/12.0% .
LTIP (3-year RSUs/PSUs; 40% RSU / 60% PSU for NEOs)
Structure and metrics:
- PSUs pay 0–200% of target based on 3-year EBITDA; rTSR vs Russell 2000 can modify payout ±20% .
- RSUs time-vest ~3 years; dividend-equivalent rights paid at vesting .
Key outcomes and grants:
| Metric | 2022–2024 Threshold | Target | Maximum | Actual | TSR Modifier | PSU Payout |
|---|---|---|---|---|---|---|
| EBITDA ($) | 2,196M | 2,440M | 2,684M | 2,603M | +11.6% | 186% |
RSUs granted for 2025–2027 performance period: Bala 5,754 RSUs (vesting subject to plan terms) .
Equity Ownership & Alignment
Ownership, outstanding awards, guidelines:
| Item | Value |
|---|---|
| Beneficial ownership (Class A) | 50,054 shares (as of 12/27/2024) |
| Beneficial ownership (Class B) | 3,999 shares (as of 12/27/2024) |
| Outstanding RSUs (unvested) | 14,312 units; MV $893,641 @ $62.44 on 10/31/2024 |
| Outstanding PSUs at target (unvested) | 21,929 units; payout value variable |
| RSU vesting dates | 2022–2024 RSUs: Jan 16, 2025; 2023–2025 RSUs: Jan 14, 2026; 2024–2026 RSUs: Jan 14, 2027 |
| PSU vesting windows | 2022–2024: no sooner than Jan 14, 2025, no later than Mar 15, 2025; similar windows for later periods |
| Exec stock ownership guideline | 3x base salary; 5-year compliance window; retain 100% of LTIP shares until compliant |
| Compliance status | NEOs are compliant or within 5-year compliance period |
| Pledging/Hedging policy | Hedging/short sales prohibited; pledging requires pre-approval |
| Insider trading policy location | Posted under Investors—Corporate Governance; Insider Trading Policy referenced |
Note: Company has not used options for many years; 2001 Plan options have not been issued since 2005/2006 .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None for NEOs (no executive employment contracts) |
| Severance | No severance plans or change-in-control benefits for NEOs |
| Change-in-control (2001 Plan) | If a change in control occurs: unvested options vest; restrictions on restricted/performance shares lapse; company may cash-out unexercised options at FMV minus exercise price |
| Retirement acceleration | Accelerated vesting upon retirement is not part of policy (“We Don’t Do”) |
| Non-compete | Post-employment covenants prohibit involvement with competing enterprises for LTIP participants |
| Clawback policy | NYSE-compliant incentive compensation recovery adopted in 2023; applies to restatements and erroneously awarded pay |
| Deferred comp participation | NQSP: credited $38,220 in FY2024; accumulated $174,896 (fully vested) . NQDCP: no FY2024 deferrals . 401(k): company match/contribution $20,605 in FY2024 . |
Performance Compensation – Detailed Table
| Metric | Weighting | Target Setting | Target (2024) | Actual (2024) | Payout Impact | Vesting |
|---|---|---|---|---|---|---|
| STIP OPBSI | 80% | Annual board-approved | $379.3M | $439.6M | 127.8% | Cash (paid FY2025) |
| STIP OWC | 20% | Annual board-approved | 11.3% | 10.9% | 158.3% | Cash (paid FY2025) |
| LTIP EBITDA | 100% PSU metric (rTSR ±20%) | 3-year performance | $2,440M (target) | $2,603M | 186% PSU payout | PSUs vest post-committee certification; RSUs vest time-based |
Compensation Peer Group and Governance
- Peer group used for context (no fixed percentile targeting): mix of packaging, paper, industrial manufacturers (e.g., Aptar, Sonoco, Berry, Crown, Sealed Air, PCA, Pactiv Evergreen) .
- Independent consultant (Willis Towers Watson) supports peer benchmarking; Compensation Committee assessed independence and conflicts per SEC factors .
- 2023 say‑on‑pay approval >99%; next advisory vote due at 2026 annual meeting .
Investment Implications
- Pay-for-performance alignment appears robust: annual incentives tied to OPBSI/OWC, and long-term incentives tied to EBITDA with rTSR modifier; 2022–2024 PSU payout at 186% indicates strong execution versus targets over the period .
- Near-term supply/insider-selling pressure windows exist around scheduled RSU/PSU vest dates (Jan–Mar cycles), with Bala carrying 14,312 RSUs and 21,929 target PSUs outstanding; monitor Form 4 activity around Jan 2025/2026/2027 vestings .
- Alignment and governance: strict stock ownership guidelines (3x salary) with hold‑until‑compliant, clawback policy, and prohibitions on hedging/pledging mitigate misalignment risks; no executive employment agreements or severance reduces entrenchment concerns .
- Change‑in‑control economics are conservative: no CIC cash/severance for NEOs; 2001 Plan accelerations limited to legacy options/restricted/performance shares, while LTIP pays solely in stock, reinforcing shareholder alignment .