John W. McNamara
GREIFAbout John W. McNamara
Independent director at Greif, Inc. since 2009; age 60. He serves as Chair of the Nominating and Corporate Governance Committee and is a member of the Compensation Committee . Background: prior to September 2017 (and for more than five years before that), he was President and Owner of Corporate Visions Limited, LLC, an aviation management education and training provider . The Board classifies him as independent (the Board has determined all current directors are independent except the CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corporate Visions Limited, LLC | President & Owner | >5 years prior to Sep 2017 | Aviation management educational programs; considered to add experience in auditing, finance, strategic planning, risk management, regulatory affairs, and customer service to Greif’s Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships listed in Greif’s proxy biography for McNamara |
Board Governance
| Topic | Details |
|---|---|
| Committees | Nominating & Corporate Governance Committee (Chair); Compensation Committee (Member) |
| Committee activity | Nominating Committee held 4 meetings; Compensation Committee held 7 meetings in fiscal 2024 |
| Attendance | The Board held 5 meetings; all incumbent directors attended at least 75% of Board and committee meetings during their service periods. All nominees attended the 2024 virtual annual meeting . |
| Independence | Board determined all current directors are independent except the CEO (Mr. Rosgaard) . |
| ESG oversight | Primary responsibility for ESG oversight is delegated to the Nominating Committee . |
| Executive sessions | Independent/non‑management directors meet at least four times annually . |
Fixed Compensation
| Component | Amount/Policy | Source |
|---|---|---|
| Board annual cash retainer (outside directors) | $100,000 | |
| Committee membership retainers | Audit: $10,000; Compensation: $10,000; Nominating: $5,000 | |
| Committee chair retainers | Audit Chair: $20,000; Compensation Chair: $20,000; Nominating Chair: $15,000 | |
| Meeting fees | None described (comp structure is retainers + equity) | |
| Health & wellness | Annual physical exams; expense reimbursement for Board duties | |
| FY2024 actual fees paid to McNamara | $131,307 fees; $141,943 stock awards; Total $273,250 |
Notes:
- Outside directors received restricted shares of Class A Common Stock with an intended annual value of ~$142,000 (granted after the annual meeting). Shares are fully vested at grant but subject to a three‑year transfer restriction; dividends accrue and are paid; no options are granted to directors .
- No other perquisites to outside directors beyond the health/wellness program and expense reimbursement .
Performance Compensation
Directors do not receive performance-based incentives; equity compensation is time-based restricted stock with transfer restrictions and no performance metrics. No stock options for outside directors since 2005 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed for McNamara |
| Committee roles at other companies | None disclosed |
| Interlocks/related parties | None disclosed for McNamara personally; Board deemed independent. Notably, his mother, Virginia D. Ragan, is a significant Class B holder; she disclaims beneficial ownership of his shares, and he disclaims ownership of hers . |
Expertise & Qualifications
- Areas cited by the Nominating Committee: auditing, finance, strategic planning, risk management, regulatory affairs, and customer service .
- As Nominating Chair, he oversees Board composition/succession, committee structure, ESG oversight, and annual Board/committee evaluations .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 65,154 | |
| Class B shares beneficially owned | 543,238 | |
| Percent of Class B | 2.55% | |
| Shares held in rabbi trust (Class A, deferred director equity) | 25,368 | |
| Director restricted shares subject to transfer restrictions (as of 10/31/24) | 6,732 (applies to each current outside director except noted exceptions) | |
| Pledged shares | None disclosed for McNamara (pledges disclosed for other holders; not attributed to McNamara) | |
| Ownership guidelines | Directors must own ≥5x annual retainer within 5 years; all outside directors are currently in compliance |
Notes:
- Most of McNamara’s Class B holdings are as trustee/custodian (all except 3,000 shares), indicating significant voting influence tied to family trusts; he disclaims beneficial ownership of his mother’s holdings and vice versa .
- Director equity awards are fully vested at grant but restricted from transfer for three years .
Insider Trades & Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance (FY2024) | McNamara failed to timely report one transaction involving a gift to him of 25,100 Class B shares held in a family trust for which he serves as trustee (delinquent Form 4) . |
Director Compensation Mix (FY2024)
| Component | McNamara ($) |
|---|---|
| Cash fees | 131,307 |
| Equity (grant-date accounting value) | 141,943 |
| Total | 273,250 |
Governance Assessment
-
Strengths
- Long-tenured independent director with chair role on Nominating & Corporate Governance overseeing Board composition, succession, and ESG, with regular committee cadence (Nominating: 4 meetings; Compensation: 7 meetings) and Board attendance above the 75% threshold .
- Compensation structure aligns with shareholder interests: meaningful equity retainer with three-year transfer restrictions; robust director stock ownership guideline (≥5x retainer) and reported compliance .
- Broad governance skillset cited (audit/finance/strategy/risk/regulatory), matching committee responsibilities .
-
Potential Risks/Watch Items
- Concentrated voting power dynamics: McNamara beneficially owns 2.55% of voting Class B stock (primarily via trusts), and is closely related to a major Class B holder (mother, Virginia D. Ragan). While the Board deems him independent, family control concentration can raise minority shareholder concerns around alignment of Class A vs. Class B interests in contested matters .
- Section 16 filing timeliness: one late report for a gifted 25,100-share Class B transaction; a process red flag though limited in scope. Management notes all other Section 16 requirements were met aside from this and one CFO purchase .
-
Related-Party Transactions
- No related‑party transactions disclosed for McNamara; Board disclosed immaterial transactions tied to other directors (Baker & Hostetler < $1,000,000; Vestis < $15,000) and affirmed independence for those directors .
Overall, McNamara appears engaged and influential in governance (committee chair), with meaningful personal ownership that aligns him with long-term outcomes, albeit within a family-influenced Class B control structure. Continued monitoring of potential conflicts arising from family trust voting blocks and Section 16 reporting controls is advised .