Karen A. Morrison
GREIFAbout Karen A. Morrison
Karen A. Morrison, age 65, is an independent director of Greif, Inc. (GEF); she joined the board in 2022 and has served as an independent director since 2023. She is President of the OhioHealth Foundation and Senior Vice President of External Affairs at OhioHealth, where she has held leadership roles since 1988, bringing governance, finance, compliance, and healthcare expertise to the board. She serves on GEF’s Audit Committee and is considered independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OhioHealth Foundation | President; SVP External Affairs, OhioHealth | Since 2008; roles at OhioHealth since 1988 | Governance, government affairs, auditing, finance, ethics & compliance, strategic planning, M&A experience |
| SafeAuto Financial Corporation | Board member (past) | Not disclosed | External market/financial exposure |
| Fifth Third Bank – Central Ohio Affiliate (Advisory Board) | Advisory board member (past) | Not disclosed | Financial services insight |
| Columbus Zoo and Aquarium | Board member (past) | Not disclosed | Community engagement, oversight |
| Columbus Board of Health | Board member (past) | Not disclosed | Public health governance |
| Ohio University Heritage College of Osteopathic Medicine | Board member (past) | Not disclosed | Academic/healthcare governance |
External Roles
| Organization | Role | Status |
|---|---|---|
| Park National Bank (NYSE) | Board member | Current |
| Palmer-Donavin Manufacturing Company | Board member | Current |
| Columbus Regional Airport Authority | Board member | Current |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 5 times in fiscal 2024 and oversees financial reporting, internal controls, ERM and approves related-party transactions.
- Attendance and engagement: The Board held five meetings in fiscal 2024; all incumbent directors attended ≥75% of Board and committee meetings, and all directors nominated attended the 2024 virtual annual meeting.
- Independence: The Board determined all current directors are independent except the CEO; Morrison is independent under NYSE rules.
Fixed Compensation
| Component (FY 2024) | Amount (USD) |
|---|---|
| Cash Fees | $111,307 |
| Equity (Restricted Shares fair value) | $141,943 |
| Total | $253,250 |
| Director Fee Schedule (Policy) | Amount (USD) |
|---|---|
| Annual cash retainer – outside director | $100,000 |
| Annual equity award – outside director | ~$142,000 |
| Audit Committee member retainer | $10,000 |
| Compensation Committee member retainer | $10,000 |
| Nominating Committee member retainer | $5,000 |
| Audit Committee chair retainer | $20,000 |
| Compensation Committee chair retainer | $20,000 |
| Nominating Committee chair retainer | $15,000 |
Notes:
- Directors may defer cash fees and restricted stock under the Directors Deferred Compensation Plan. Deferrals of restricted stock are held in a rabbi trust; cash deferrals are credited as “Phantom Shares.”
Performance Compensation
| Director Equity Grant Details (FY 2024) | Value |
|---|---|
| Restricted shares granted (outside directors at 2024 annual meeting) | 2,247 shares |
| Grant fair value (based on $63.17 close on 2/23/2024) | ~$141,943 |
| Vesting/transfer | Fully vested at grant; subject to transfer restrictions for 3 years; eligible for dividends |
There are no performance-based equity awards (e.g., PSUs) or options for outside directors in fiscal 2024; awards are time-based restricted shares only.
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict Considerations |
|---|---|---|
| Park National Bank (NYSE) | Financial institution | No GEF transactions disclosed; board independence affirmed broadly (not specific to Park National). |
| Palmer-Donavin Manufacturing Company | Private manufacturing/distribution | No GEF transactions disclosed. |
| Columbus Regional Airport Authority | Public authority | No GEF transactions disclosed. |
Related-party/affiliation note: In fiscal 2022 GEF donated $25,000 to OhioHealth (Morrison’s employer); the Board determined this would not impact her independence.
Expertise & Qualifications
- Governance/Board service; government affairs; auditing and finance; ethics and compliance; healthcare; strategic planning; M&A.
- Board skills framework highlights Healthcare, Governance/Board Service, Accounting/Finance, Risk Management—areas aligned with Morrison’s background.
Equity Ownership
| Security | Beneficially Owned | Notes |
|---|---|---|
| Class A Common Stock | 9,201 shares | |
| Restricted Class A shares (subject to transfer restrictions) | 6,732 shares (as of 10/31/2024) | |
| Deferred restricted shares in rabbi trust | 2,016 shares (as of 12/27/2024) |
- Stock ownership guidelines: Outside directors must hold ≥5x annual retainer within five years; all outside directors are currently in compliance.
Governance Assessment
- Board effectiveness: Active Audit Committee participation; committee remit includes related-party review—a key governance safeguard.
- Independence: Affirmed by the Board; prior OhioHealth donation deemed immaterial to independence.
- Attendance: Meets expectations (≥75% threshold across Board/committee service; full annual meeting attendance by nominees).
- Alignment: Meaningful equity component (~$142k restricted stock annually with 3-year transfer restrictions) and stock ownership guidelines enhance alignment; ability to defer into rabbi trust indicates long-term orientation.
- Compensation structure: No options, no performance-based director equity; compensation is standard market retainer-plus-equity for outside directors; no meeting fees.
- Potential conflicts: Historical donation to OhioHealth disclosed; Board assessed and maintained independence; no related-party transactions disclosed for Morrison in FY2024–FY2025 proxy beyond this historical note.
- Risk indicators: No Section 16 filing delinquencies reported for Morrison in FY2024; hedging/pledging restrictions apply company-wide, and pledge disclosures in holdings table do not identify Morrison.
RED FLAGS: None disclosed specific to Morrison (no low attendance, no related-party transactions in FY2024, no pledging noted). Historical OhioHealth donation was small and explicitly ruled not independence-impairing by the Board.