Ole G. Rosgaard
GREIFAbout Ole G. Rosgaard
Ole G. Rosgaard, 61, is President and Chief Executive Officer of Greif, Inc. and has served as CEO since February 2022; he has been an executive officer of Greif since 2015 and a director since 2022 . His background spans manufacturing, operations, sustainability and supply chain leadership across Greif’s industrial packaging businesses and previously at Icopal, with prior roles including COO, Group President Global Industrial Packaging, and North America/Latin America leadership . Under the Company’s pay-versus-performance disclosure, adjusted EBITDA was $764.2M (FY21), $917.5M (FY22), $818.8M (FY23), and $694.3M (FY24), while net income was $413.2M (FY21), $394.0M (FY22), $379.1M (FY23), and $295.5M (FY24); cumulative TSR index (base 2019=100) was 166.82 (FY22), 162.02 (FY23), and 161.41 (FY24) . The Compensation Committee highlighted his focus on “value over volume,” portfolio reshaping, and “Build to Last” strategy execution in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greif | President & CEO | Feb 2022–Present | Led Build to Last strategy, margin focus, portfolio optimization, safety/customer focus; Board cited value-over-volume and continuous improvement . |
| Greif | Chief Operating Officer | Jul 2021–Feb 2022 | Enterprise operational leadership . |
| Greif | SVP & Group President, Global Industrial Packaging | Jun 2019–Jun 2021 | Global P&L; also responsible for Global Sustainability Jun 2019–Sep 2020 . |
| Greif | SVP & Group President, RIPS – Americas & Global Sustainability | Jun 2017–Jun 2019 | Led Americas rigid packaging; sustainability leadership . |
| Greif | VP & Division President, RIPS North America (added LATAM & CLCM Jan 2016) | Aug 2015–Jun 2017 | Regional operating leadership . |
| Icopal a/s | Managing Director/CEO (West Europe; Central Europe); Managing Director Denmark | >5 years prior to 2015 | Multi-country manufacturing/operations leadership in roofing solutions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Forest & Paper Association | Director (Current) | N/A | Current outside board service . |
| United Way of Delaware County, Ohio | Board (Past) | N/A | Prior service . |
Fixed Compensation
| Item | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary | $1,040,385 | $1,150,000 (up 9.5%) | Base salaries are set on a calendar-year basis . |
| Target Annual Bonus (% of base) | 125% | 135% | Paid via STIP in cash -. |
| Actual FY2024 STIP Paid (Cash) | $1,757,805 | — | FY2024 aggregate STIP payout multiple for NEOs was 133.9% of target . |
| Perquisites | Health & wellness program; personal aircraft use approved in FY2024 | — | No “Other Personal Benefits” amount disclosed for FY2024 CEO in table . |
Performance Compensation
Annual Incentive (STIP) – Structure and FY2024 Outcome
- Metrics and weights: 80% Operating Profit Before Special Items (OPBSI), 20% Operating Working Capital (OWC) as % of revenue; payout range 0–200% of target; threshold generally 50% of target .
- FY2024 metrics (as adjusted for M&A in Dec 2024): OPBSI $318.6M/$379.3M/$596.0M (Thr/Target/Max); OWC 11.9%/11.3%/10.7% (lower is better). Actual OPBSI $439.6M → 127.8% factor; actual OWC 10.9% → 158.3% factor; aggregate payout 133.9% of target .
| Metric (FY2024) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Payout Factor |
|---|---|---|---|---|---|
| OPBSI (80%) | $318.6M | $379.3M | $596.0M | $439.6M | 127.8% |
| OWC (20%) | 11.9% | 11.3% | 10.7% | 10.9% | 158.3% |
| Aggregate STIP Payout | — | — | — | — | 133.9% |
Long-Term Incentive (LTIP) – Design and Awards
- Mix and performance: For CEO, 30% RSUs (time-based, ~3-yr vest), 70% PSUs (0–200% payout), with PSU performance based on EBITDA goals plus a relative TSR modifier of ±20% vs Russell 2000; unvested RSUs/PSUs generally forfeited upon termination except pro rata on death/disability/retirement -.
- FY2022–FY2024 PSU payout determination: 186% of original PSUs earned based on adjusted EBITDA; TSR modifier +11.6% noted in table context .
| Grant/Period | Grant Date | Instrument | CEO Quantity | Accounting Value/Method |
|---|---|---|---|---|
| 2024–2026 LTIP | 12/12/2023 | RSUs (time-based) | 23,617 | $1,483,856 (23,617 × $62.83 close) |
| 2024–2026 LTIP | 12/12/2023 | PSUs (performance) | Target: 55,505; Thr: 18,317; Max: 111,010 | $3,373,039 at target ($60.77 FMV) |
| 2022–2024 LTIP | Period payout | PSUs (performance) | 186% of original PSUs earned (period) | Based on adjusted EBITDA with TSR modifier |
Pay Mix Emphasis
- At grant-setting, ~82% of CEO compensation was at-risk (STIP+LTIP) for FY2024, reflecting a pay-for-performance tilt .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial Ownership (as of 12/27/2024) | 189,530 Class A shares and 4,914 Class B shares; each <1% of respective class . |
| Unvested Awards at FYE (10/31/2024) | RSUs: 57,174 ($3,569,945 at $62.44); PSUs (at target): 136,348 ($8,513,569 at $62.44) . |
| Vesting Schedule (current tranches) | RSUs: 2022–2024 vest 1/16/2025; 2023–2025 vest 1/14/2026; 2024–2026 vest 1/14/2027; PSUs vest after committee certification within windows through Mar 15 following period end . |
| Ownership Guidelines | CEO must hold 5x base salary; NEOs must hold until compliant; all NEOs are compliant or within the 5-year compliance window . |
| Hedging/Pledging | Hedging prohibited; pledging requires pre-approval (not outright banned) . No pledges disclosed for Mr. Rosgaard; specific pledges were disclosed for other holders (not him) -. |
| Options | Company has not granted options in many years; no options outstanding for NEOs; none for CEO . |
Trading signal watch: multiple scheduled LTIP vesting events in mid-Jan 2025/2026/2027 and PSU certifications shortly thereafter typically trigger Form 4s and sell-to-cover tax withholding activity; monitor for near-dated supply around these dates per the vesting schedule .
Employment Terms
| Term | Disclosed Treatment |
|---|---|
| Employment Agreement | None; Company has no employment agreements with NEOs . |
| Severance/Change-in-Control | No severance or change-in-control benefits agreements for NEOs . |
| Plan-Level CIC | Under the legacy 2001 Plan (not the LTIP), options/restricted/performance shares would fully vest upon change in control/potential change in control; Company retains ability to cash out underwater/vested options; stock option use has been dormant for years -. |
| Non-Compete/Restrictive Covenants | LTIP participants (including NEOs) agree to covenants prohibiting involvement with competing enterprises; duration/scope not quantified in proxy . |
| Clawback | NYSE-compliant clawback adopted in 2023 for erroneously awarded incentive-based pay upon restatements . |
| Stock Ownership Guidelines | CEO 5x salary; enforcement via holding requirements until compliant . |
Board Governance (Director Role)
- Director since 2022; management (non-independent) director .
- Not on committees (Audit, Compensation, Nominating committees are independent-only) -.
- Board Leadership: Independent Chair (Bruce A. Edwards); Board maintains CEO/Chair separation; independent directors hold executive sessions; 9 of 10 directors independent (only Rosgaard not independent) -.
- Board meetings in FY2024: five meetings; all incumbent directors attended ≥75% of meetings/committees during service .
- Director compensation: as an employee, he receives no additional compensation for board service .
Director Compensation (Context)
| Item | FY2024 |
|---|---|
| Employee-Director Policy | Employee directors (incl. CEO) receive no director fees/equity; see NEO comp tables for CEO pay . |
Compensation & Incentives Detail (CEO)
| Year | Salary | Non-Equity Incentive (STIP) | Stock Awards (LTIP RSUs+PSUs, ASC 718) | All Other Comp | Total |
|---|---|---|---|---|---|
| 2024 | $1,040,385 | $1,757,805 | $5,480,471 | $229,698 | $8,512,454 |
| 2023 | $980,769 | $959,100 | $2,230,716 | $178,241 | $4,352,908 |
| 2022 | $826,923 | $1,437,638 | $2,224,859 | $134,742 | $4,625,065 |
Per-Item All Other Compensation (FY2024): 401(k) match and contribution $20,067; health/wellness $4,950; NQSP credits $156,942; dividend equivalents $47,739; other personal benefits $0 (not listed) .
Retirement, Deferred, and Other Plans (CEO)
| Plan | Participation/Balance | FY2024 Activity |
|---|---|---|
| Pension/SERP | Not eligible for U.S. pension or SERP - | — |
| 401(k) | Eligible; Company match and 3% retirement contribution for those not in pension plan | $20,067 match/retirement contribution |
| NQSP (Supplemental DC) | Participant; Present Value at 10/31/2024: $497,065 | $143,526 pay credits + above-market interest in FY2024 |
| NQDCP (Exec deferral) | Maintains balance; Aggregate balance $238,498 at 10/31/2024 | $11,047 aggregate earnings in FY2024; no contributions in FY2024 |
| Perquisites | Health & wellness; personal aircraft use approved | Included in “All Other Compensation”; no separate aircraft amount disclosed |
Performance & Track Record (selected KPIs)
| Fiscal Year | Net Income ($M) | Adjusted EBITDA ($M) | Company TSR Index (2019=100) |
|---|---|---|---|
| 2021 | 413.2 | 764.2 | 161.13 |
| 2022 | 394.0 | 917.5 | 166.82 |
| 2023 | 379.1 | 818.8 | 162.02 |
| 2024 | 295.5 | 694.3 | 161.41 |
Commentary: LTIP PSU payout for the FY2022–FY2024 period at 186% indicates above-target performance vs multi-year EBITDA goals (with positive TSR modifier), aligning realized equity with operating outcomes .
Compensation Committee Analysis (governance context)
- Committee members: Mark A. Emkes (Chair), John W. McNamara, Frank C. Miller, Kimberly T. Scott; all independent .
- Independent consultant: Willis Towers Watson; independence assessed under SEC factors; used for market/peer input; Committee does not set pay to a specific market percentile and uses judgment -.
- Peer group (FY2024) includes companies such as Berry Global, Crown Holdings, Sealed Air, Sonoco, Packaging Corp. of America, Pactiv Evergreen, Graphic Packaging, AptarGroup, Owens Corning, Valmont, Timken, etc. .
- “Say-on-pay”: 2023 approval >99% of shares voted; next vote in 2026 .
Risk Indicators & Red Flags
- Hedging banned; pledging permitted only with pre-approval (policy discourages alignment risks), and no pledging disclosed for the CEO .
- NYSE-compliant clawback in force (restatement trigger) .
- No CIC/severance agreements for NEOs reduces parachute risk, though plan-level CIC acceleration exists for outdated 2001 Plan awards; LTIP CIC terms not disclosed in proxy .
- Related-party transactions disclosed for two director-affiliated entities in immaterial amounts; none involving CEO .
- Director independence strong; separate independent Chair mitigates CEO/Chair concentration concerns -.
Equity Ownership & Vesting Pressure – Detail
| Category | Shares/Value | Timing |
|---|---|---|
| Unvested RSUs (all periods) | 57,174; $3,569,945 at $62.44 | 1/16/2025; 1/14/2026; 1/14/2027 (by grant) |
| Unvested PSUs at Target (all periods) | 136,348; $8,513,569 at $62.44 | Certification windows end no later than Mar 15 post-period |
| FY2024 STIP Cash | $1,757,805 (paid FY2025) | Cash paid after FY end |
Watchlist: 2022–2024 PSU payout at 186% → share delivery/withholding between Jan–Mar 2025; similar January cycles for subsequent tranches .
Board Service Summary (Director Role and Implications)
- Service: Director since 2022; current management director .
- Committees: None (independent-only membership) -.
- Leadership structure: Independent Chair model; Board emphasizes independence and executive sessions; only CEO is non-independent which limits dual-role/influence risk -.
- Attendance: Board met 5 times in FY2024; all incumbents ≥75% attendance .
Investment Implications
- Pay-for-performance alignment looks solid: STIP paid at 133.9% on OPBSI/OWC outperformance, and 2022–2024 PSUs earned at 186% on EBITDA with positive TSR modifier—indicating realized equity tied to operating delivery despite macro softness in FY2024 EBITDA and net income trends .
- Retention risk appears moderate-to-low: No employment/CIC cash safety net, but significant unvested RSUs/PSUs with near- and medium-term vesting provide strong retention economics; stock ownership guideline (5x salary) further binds alignment -.
- Potential supply/flow signals: Anticipate Form 4 activity around mid-Jan and PSU certification windows due to vesting and tax withholding; 2024–2026 grants (RSUs 23,617; PSUs target 55,505) add to future vesting cadence -.
- Governance mitigants: Independent Chair and independent-only committees curb dual-role concerns; clawback, anti-hedging, and confined pledging policy reduce governance red flags; say-on-pay support (>99%) suggests investor acceptance of structure .
- Plan-level CIC acceleration exists under the legacy 2001 Plan, but options have not been used for years and awards under that plan are rare; primary incentives are LTIP RSUs/PSUs, whose CIC terms are not detailed in the proxy—an area to diligence further in plan documents --.