Mark A. Emkes
GREIFAbout Mark A. Emkes
Mark A. Emkes (age 72) has served as an Independent Director of Greif, Inc. since 2008. He chairs the Compensation Committee and is a member of the Nominating and Corporate Governance Committee. His background includes serving as Commissioner of Finance and Administration for the State of Tennessee (Jan 2011–May 2013) and Chairman/CEO of Bridgestone Americas, Inc. and Bridgestone Americas Holdings, Inc., with additional service as President in 2009–2010. The Board cites his expertise in auditing, finance, operations, strategy, global markets, M&A and IT, alongside government and public company board experience; he is deemed independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Tennessee | Commissioner of Finance and Administration | Jan 2011 – May 2013 | Senior state government leadership; regulatory and governance experience |
| Bridgestone Americas, Inc. & Bridgestone Americas Holdings, Inc. | Chairman & CEO | >5 years; retired Feb 2010 | Led major international manufacturing company; global operations and strategy |
| Bridgestone Americas, Inc. & Bridgestone Americas Holdings, Inc. | President | Jan 2009 – Feb 2010 | Executive leadership; operations and strategy |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CoreCivic, Inc. (NYSE) | Director | Not disclosed | Current public-company board service |
| Boy Scouts of America – Middle Tennessee Council | Director/Board Member | Not disclosed | Current non-profit governance |
| First Horizon National Corporation (NYSE) | Director | Not disclosed | Past public-company board service |
| Clarcor, Inc. (NYSE, formerly) | Director | Not disclosed | Past public-company board service |
| Community Foundation of Middle Tennessee | Director/Board Member | Not disclosed | Past non-profit governance |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee Member .
- Committee activity: Compensation Committee met 7 times; Nominating met 4 times in fiscal 2024; Board met 5 times .
- Independence: Board determined all current directors except the CEO are independent; Emkes is independent under NYSE standards .
- Attendance: All incumbent directors attended at least 75% of Board/committee meetings; all directors attended the 2024 virtual annual meeting .
- Executive sessions: Independent/non-management directors meet at least four times each year, including executive sessions .
- 2025 election support: For votes cast (Class B) for Emkes 16,571,019; withheld 731,711 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual retainer (outside directors) | $100,000 | Paid in equal quarterly installments |
| Committee membership retainers | Audit $10,000; Compensation $10,000; Nominating $5,000 | Paid annually |
| Committee chair retainers | Audit $20,000; Compensation $20,000; Nominating $15,000 | Paid annually |
| Annual equity award (outside directors) | ~$142,000 | Granted after annual meeting; fully vested on grant; 3-year transfer restriction |
| Health & wellness program | Provided | Annual physical exams; no other perquisites offered to outside directors |
| Director (FY2024) | Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mark A. Emkes | 136,307 | 141,943 | 278,250 |
Performance Compensation
| Performance-Conditioned Elements for Directors | Terms |
|---|---|
| None disclosed | Outside director stock awards are fully vested at grant and subject only to transfer restrictions (no performance metrics); no stock options since 2005 |
Other Directorships & Interlocks
- Current public board: CoreCivic (NYSE) .
- No related-party transactions disclosed involving Emkes; the proxy lists immaterial relationships for other directors (Baker & Hostetler, Vestis) reviewed for independence .
Expertise & Qualifications
- Skills cited by the Board: auditing, finance, operations, strategy, global markets, mergers & acquisitions, information technology; leadership in government and multiple public boards .
- Board skills framework emphasizes leadership, governance/board service, international experience, manufacturing/supply chain, accounting/finance, strategy/M&A, risk management, government/legal, technology, healthcare .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| Mark A. Emkes | Class A | 73,592 | <1% | Includes restricted shares; director awards fully vested but subject to transfer restrictions |
| Mark A. Emkes | Rabbi trust (deferrals) | 9,761 shares of Class A | N/A | Deferred restricted stock held in trust under Director Deferred Compensation Plan |
| Restricted shares subject to transfer limits (as of 10/31/2024) | Class A | 6,732 typical for current outside directors | N/A | Company-wide count for current outside directors; Emkes participates in the same plan |
- Stock ownership guidelines for directors: Minimum 5x annual retainer within 5 years; all outside directors are in compliance .
- Hedging/short sales prohibited; pledging requires pre-approval per Company governance practices .
- Section 16 compliance: Company believes all directors complied in FY2024; no delinquent filings attributed to Emkes .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Emkes oversees CEO/NEO pay design, uses independent consultant (Willis Towers Watson), and reviews risk in incentive plans—a positive governance signal for pay-for-performance alignment .
- Independence and attendance: Independent status affirmed; Board and committee meeting participation thresholds met; attendance at annual meeting supports engagement .
- Director pay structure: Balanced cash ($136k) and equity ($142k) with fully vested restricted stock subject to transfer restrictions; absence of options and per-meeting fees reduces risk of short-termism .
- Ownership alignment: Compliance with 5x retainer guideline and meaningful holdings (including deferred shares) align interests with shareholders; no pledging disclosed for Emkes .
- Shareholder support: 2025 election received strong “For” vote among Class B holders (16.57M for vs. 0.73M withheld), supporting investor confidence .
- Related-party exposure: No Emkes-related transactions disclosed; immaterial relationships for other directors reviewed and deemed independent, mitigating conflict risk .
RED FLAGS: None identified in filings specific to Emkes. No related-party transactions, no hedging, no option repricing; director equity is fully vested but transfer-restricted; independence affirmed; strong election support .
Compensation Committee Analysis (Context)
- Members: Mark A. Emkes (Chair), John W. McNamara, Frank C. Miller, Kimberly T. Scott; all independent .
- Consultant: Willis Towers Watson deemed independent; conflict review conducted under SEC/Dodd-Frank factors .
- Peer group: Packaging/manufacturing peers including Aptar, Berry Global, Crown, Graphic Packaging, Sealed Air, Sonoco, Packaging Corp of America, Owens Corning, Pactiv Evergreen, etc. (used for context, not strict benchmarking targets) .
- Say-on-Pay: 2023 approval >99%; next advisory vote scheduled for 2026, indicating strong shareholder support for pay design .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval | Notes |
|---|---|---|
| 2023 | >99% approval of shares voted | Next say-on-pay at 2026 annual meeting |
Related Party Transactions (Company Policy & Disclosures)
| Item | Disclosure |
|---|---|
| Policy | Audit Committee must approve related party transactions ≥$5,000; Nominating Committee independently reviews governance issues |
| FY2024 transactions disclosed | Baker & Hostetler LLP (<$1,000,000 in fees); Vestis Corporation (<$15,000 in fees); independence maintained; no Emkes-related transactions disclosed |
Insider/Section 16 Notes
- FY2024 Section 16 compliance: Company reports compliance for directors; exceptions noted for two officers (not Emkes) for late filings .
- Director Deferred Compensation Plan: Emkes may defer cash and/or restricted stock awards; deferred stock held in rabbi trust; phantom shares track Class A price; distribution elections as specified .
Summary Implications for Investors
- Strong governance posture: Independent chairing of Compensation Committee, robust consultant independence, and high say-on-pay support reduce governance risk around executive pay and oversight .
- Alignment signals: Compliance with ownership guidelines, fully vested but transfer-restricted director equity, and meaningful holdings enhance skin-in-the-game .
- Conflict risk low: No Emkes-related party transactions and independence affirmations indicate low direct conflict risk; ongoing monitoring warranted for external roles but no issues disclosed .