Dennis Hoffman

About Dennis Hoffman

Dennis Hoffman was appointed Senior Vice President, General Counsel and Corporate Secretary of Greif effective October 1, 2025 after ~15 years serving as Vice President and Deputy General Counsel, providing continuity for Greif’s legal, compliance, governance, and M&A functions . His expertise spans corporate law, governance, mergers and acquisitions, joint ventures, and environmental compliance . Contextually, Greif’s fiscal Q3 2025 combined Adjusted EBITDA rose 11% year over year to $220.9 million and adjusted free cash flow increased to $170.7 million, while leverage improved to 3.1x, reflecting a disciplined operational backdrop during Hoffman’s transition into the role .

Past Roles

External Roles

Performance Compensation

Greif’s executive incentive architecture (company-wide) governs how officers’ pay is linked to performance; specific FY2025 targets for Hoffman have not been disclosed. Key structures:

• Short-Term Incentive Plan (STIP) uses two metrics — OPBSI (80% weight) and Operating Working Capital % of revenue (20%) — with threshold, target, and max levels set annually .
• Long-Term Incentive Plan (LTIP) pays 100% in stock via RSUs (time-based, ~3-year vest) and PSUs (3-year performance) with payouts from 0–200% of target and a TSR modifier of ±20%; unvested awards are forfeited upon termination except for death, disability or retirement (pro-rata) .
• Company achieved 186% PSU payout for the 2022–2024 LTIP based on adjusted EBITDA and an 11.6% TSR modifier impact (capped by the 200% maximum) .

Equity Ownership & Alignment

• Stock ownership guidelines require 3x base salary for executive officers and 5x for the CEO; executives generally must retain 100% of LTIP shares until guidelines are met (5-year compliance window) .
• Hedging and short sales are prohibited; pledging requires pre-approval (risk-mitigating governance) .
• Beneficial ownership for Hoffman is not yet disclosed in FY2024 or FY2025 proxy stock holdings tables (he was not an NEO in those periods) .

Employment Terms

• No employment contracts or change-in-control arrangements with executive management (limits guaranteed payouts; increases at-risk alignment) .
• Post-employment covenants: LTIP participants agree to non-compete provisions restricting participation in enterprises competing with Greif post-termination .
• Clawback policy adopted in 2023 (NYSE-compliant) requires recovery of erroneously awarded incentive-based compensation after material restatements or material misstatements .
• LTIP mechanics: RSUs vest ~3 years from grant; PSUs vest based on 3-year EBITDA and TSR-modified performance; forfeitures and pro-rata treatment apply per plan terms .
• 2001 Management Equity Incentive and Compensation Plan: although not used for annual awards since 2005, stockholder approval is being sought to extend grant authority to 2030; includes change-in-control features that accelerate vesting and lapse restrictions for awards under that plan .

Fixed Compensation

• Hoffman’s base salary, target bonus, and FY2025–2026 equity grants are not disclosed as of current filings. Greif’s 2025 proxy outlines CEO and other NEO base salaries and target STIP percentages but does not include Hoffman (appointed in FY2025) .

Company Performance Context (Q3 FY2025)

Notes: Combined Adjusted EBITDA includes discontinued operations; adjusted free cash flow includes cash flows from containerboard until closure; leverage ratio reflects total company consolidated results per Credit Agreement .

Investment Implications

• Alignment and risk controls: Prohibition of hedging/short sales and clawback adoption underpin pay-for-performance integrity; absence of executive employment/CIC agreements reduces parachute risks and limits fixed obligations .
• Retention dynamics: LTIP (RSUs/PSUs with 3-year cycles and forfeiture provisions) is the primary retention lever; as a newly elevated SVP, expect Hoffman’s incentives to be governed by STIP (OPBSI/OWC) and LTIP (EBITDA with TSR modifier), creating multi-year vesting and performance-linked payouts .
• Ownership posture: Executive stock ownership guidelines (3x salary) and holding requirements enhance “skin-in-the-game”; Hoffman’s specific ownership has not yet been disclosed — monitor upcoming Form 4s and the 2026 proxy for initial grants and holdings .
• Trading signals to watch: Initial equity grants (RSUs/PSUs) typically occur around year-end committee cycles; monitor any 8-K Item 5.02 filings for compensatory arrangements, and track insider transactions post-appointment for potential selling pressure or pledging disclosures (rare given policy) .

Monitoring plan: Review Greif’s FY2026 DEF 14A for Hoffman’s fixed and variable compensation details; track quarterly 8-Ks and earnings materials for any updates to executive incentive calibrations and corporate governance changes .