Bruce A. Edwards
GREIFAbout Bruce A. Edwards
Age 69; Independent Director since 2006; Chairman of the Board at Greif, Inc. Edwards is a former global supply chain executive with Deutsche Post DHL (Executive Management Board member with responsibility for the Supply Chain operating unit, 2008–2015; Global CEO, DHL Supply Chain, 2007–2008) and previously CEO of Exel Americas for more than five years. The Nominating Committee cites his expertise in auditing, finance, risk management, strategy, supply chain, corporate governance, M&A, and global board experience on the London exchange as key credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Post DHL | Executive Management Board member; led Supply Chain operating unit | Mar 2008 – Sep 2015 | Executive leadership of global supply chain operations |
| DHL Supply Chain | Global Chief Executive Officer | Mar 2007 – Feb 2008 | Led supply chain services division of subsidiary of Deutsche Post DHL |
| Exel Americas (DHL subsidiary) | Chief Executive Officer | >5 years (prior to Mar 2007) | CEO of supply chain services subsidiary in the Americas |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| ODW Logistics | Director | Current | Listed as current “Other Board Service” |
| Deutsche Post/DHL | Management Board | Past | Executive Management Board service |
| Ashtead Group PLC (LSE) | Director | Past | Public company board experience (London exchange) |
| Synergy Health PLC (LSE) | Director | Past | Public company board experience (London exchange) |
| Gustavus Adolphus College | Board service (unspecified) | Past | Listed as prior board service |
Board Governance
- Structure: Independent Chairman (Edwards) with separate CEO; Board believes separation is effective for focus and oversight .
- Independence: Board determined all current directors are independent except the CEO (Rosgaard) .
- Executive sessions: Independent/non-management directors meet at least four times annually (includes independent-only session) .
- Attendance: In FY2024, the Board met 5 times; all incumbent directors attended ≥75% of Board/committee meetings; all nominees attended the 2024 annual meeting .
Committee Assignments (FY2024)
| Committee/Body | Role | FY2024 Meetings |
|---|---|---|
| Board of Directors | Chairman | Board held 5 meetings |
| Stock Repurchase Committee | Chair and member | 0 meetings; Committee members: Edwards (Chair), Frank C. Miller, Robert M. Patterson |
Fixed Compensation
2024 Actual Director Compensation (Edwards)
| Component | Amount (USD) |
|---|---|
| Fees | $226,307 |
| Stock Awards (ASC 718) | $141,943 |
| All Other Compensation | — |
| Total | $368,250 |
2024 Director Compensation Framework (Policy)
| Role | Annual Cash Retainer | Annual Equity Award |
|---|---|---|
| Chairman of the Board | $225,000 | $142,000 (restricted Class A shares) |
| Other Outside Directors | $100,000 | $142,000 (restricted Class A shares) |
- 2024 grants to outside directors elected at the annual meeting: 2,247 restricted Class A shares, valued at the 2/23/2024 close ($63.17) .
- Shares are fully vested at grant, subject to a 3-year transfer restriction; directors receive dividends; no meeting fees beyond retainers .
- No stock options have been awarded to outside directors since 2005; none outstanding .
Director Deferred Compensation (Alignment/Deferral Mechanics)
- Directors may defer 25–100% of fees and/or restricted stock; cash deferrals credited as “Phantom Shares” tied to Class A price; restricted stock deferrals held in a rabbi trust; distribution timing/options disclosed (installments or lump sum) .
Performance Compensation
| Performance-linked element | Status for Outside Directors |
|---|---|
| Annual performance cash bonus | Not applicable to outside directors |
| Performance-vested equity (PSUs/options) | None; director equity is time-based restricted stock; no options since 2005 |
No performance metrics are tied to outside director pay; compensation is mix of cash retainer and time-based restricted stock .
Other Directorships & Interlocks
| Company | Overlap with Greif stakeholders | Related-party disclosure |
|---|---|---|
| ODW Logistics (current) | Logistics services industry | No Greif related-party transactions involving Edwards/ODW disclosed in FY2024; only disclosed relationships were Baker & Hostetler (Miller) and Vestis (Scott), both immaterial . |
Expertise & Qualifications
- Auditing and finance; risk management; strategy and M&A; supply chain; corporate governance; international board experience (London exchange) .
Equity Ownership
| Security/Item | Details |
|---|---|
| Class A Common Stock | 98,232 shares beneficially owned; less than 1% of class |
| Class B Common Stock (voting) | 2,000 shares beneficially owned; less than 1% of class |
| Transfer-restricted shares (as of 10/31/2024) | Each current outside director held 6,732 transfer-restricted Class A shares under the directors equity plan (Edwards included) |
| Shares deferred in rabbi trust | 41,203 Class A shares held in rabbi trust for Edwards under the Directors Deferred Compensation Plan |
| Pledging/Hedging | No pledging disclosed for Edwards; Company policy prohibits hedging/short sales and requires pre-approval for any pledging |
| Director stock ownership guideline | Minimum 5× annual retainer within 5 years; all outside directors currently in compliance |
Governance Assessment
-
Strengths:
- Independent Chair with separated CEO/Chair roles; enhances oversight and agenda-setting independence .
- Strong independence posture (9 of 10 directors independent) and independent-only executive sessions at least quarterly .
- Robust director ownership alignment: 5× retainer guideline; all outside directors compliant; director equity fully vested but transfer-restricted for 3 years; dividends permitted; optional deferral into equity-linked accounts .
- No related-party transactions disclosed for Edwards; Section 16(a) compliance generally met in FY2024 (disclosures note delinquencies for two officers, not directors) .
-
Watch items / potential red flags:
- Dual-class voting: only Class B Common Stock votes at the annual meeting (Class A non-voting), which concentrates control and can reduce alignment with public Class A holders .
- Pledging allowed with pre-approval under company policy (no pledging disclosed for Edwards), which merits ongoing monitoring at the board level .
- Stock Repurchase Committee activity: 0 meetings in FY2024 despite authorization oversight remit; as Committee Chair, Edwards should ensure formal oversight is commensurate with buyback activity levels .
-
Attendance and engagement:
- Board met 5 times in FY2024; all incumbent directors met the ≥75% attendance threshold; all nominees attended the 2024 annual meeting .
-
Say-on-Pay context (company-wide):
- Prior “say-on-pay” approval exceeded 99% at the 2023 meeting; next say-on-pay in 2026 under triennial cadence—reflects favorable investor sentiment on compensation governance overall (though focused on NEOs, not directors) .