Robert M. Patterson
GREIFAbout Robert M. Patterson
Robert M. Patterson (age 52) is an independent director of Greif, Inc. (GEF) since 2020, serving as Audit Committee Chair and designated Audit Committee Financial Expert, and as a member of the Stock Repurchase Committee . He was President & CEO of Avient Corporation (formerly PolyOne) from May 2014 to December 2023 and Chairman from May 2016, with prior finance and operations roles at Avient (including CFO), Novelis, and SPX Corporation, giving him deep manufacturing, finance, risk, and M&A experience relevant to Greif’s operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avient Corporation (NYSE) | President & CEO; Chairman of the Board | CEO: May 2014–Dec 2023; Chairman: May 2016–Dec 2023 | Led a publicly traded specialty materials manufacturer; governance and capital allocation oversight |
| Avient Corporation | CFO and senior leadership roles | May 2008–Apr 2014 | Financial reporting, capital strategy, and operational execution |
| Novelis, Inc. | Leadership roles | Not specified | Aluminum-rolled products operations and global markets exposure |
| SPX Corporation | Leadership roles | Not specified | Multi-industry manufacturing operations and M&A experience |
External Roles
| Company | Role | Status |
|---|---|---|
| Avient Corporation (NYSE) | Director/Chairman | Past |
Board Governance
- Independence: The Board determined all current directors are independent except the CEO (Ole Rosgaard); Patterson is independent .
- Committee assignments: Audit Committee Chair and Audit Committee Financial Expert; Stock Repurchase Committee member .
- Committee workloads: Audit (5 meetings), Compensation (7), Nominating (4), Stock Repurchase (0) in fiscal 2024 .
- Responsibilities as Audit Chair: Oversees financial reporting integrity, internal control effectiveness, internal audit, ERM and cyber risk exposures, legal/regulatory compliance, and reviews/approves related-party transactions; meets separately with independent auditors and internal audit .
- Attendance: The Board held five meetings in fiscal 2024; all incumbent directors attended at least 75% of Board and committee meetings, and all nominated directors attended the 2024 virtual annual meeting .
- Board leadership: Independent Chairman (Bruce A. Edwards) separate from CEO; 9 independent directors + 1 management director .
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Audit | Chair; Financial Expert | 5 |
| Stock Repurchase | Member | 0 |
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees (retainer + committee fees) | $131,307 | Outside director cash compensation received |
| Board annual retainer | $100,000 | Paid in quarterly installments |
| Audit Committee member retainer | $10,000 | Annual |
| Audit Committee Chair retainer | $20,000 | Annual |
| Meeting fees | None disclosed | Structure uses retainers |
Performance Compensation
| Equity Award | Shares | Grant Date/Reference | Price Basis | Fair Value | Key Terms |
|---|---|---|---|---|---|
| Restricted Shares (Class A) | 2,247 | Granted after Feb 26, 2024 annual meeting; price reference Feb 23, 2024 | $63.17 closing price (Feb 23, 2024) | $141,943 | Fully vested at grant; 3-year transfer restrictions; dividends eligible; annual awards under Amended & Restated Outside Directors Equity Award Plan |
- Deferral: Directors may elect to defer 25–100% of fees and/or restricted stock; deferred stock held in a rabbi trust; cash deferrals credited as Phantom Shares .
- No options: No stock options have been awarded to outside directors since 2005; none outstanding .
Other Directorships & Interlocks
| Relationship | Detail | Materiality | Governance Handling |
|---|---|---|---|
| Avient Corporation | Past director/chairman | Not a current related-party transaction | N/A |
| Law firm Baker & Hostetler (director Frank C. Miller is partner) | Legal fees < $1,000,000 | Below materiality; disclosed | Audit Committee reviews related-party transactions |
| Vestis Corporation (director Kimberly T. Scott is CEO) | Uniform services fees < $15,000 | Below materiality; disclosed | Audit Committee oversight of related-party transactions |
- Policy: Audit Committee must review, evaluate, and approve related-party transactions ≥$5,000; Nominating Committee also reviews governance issues tied to such transactions .
- Independence: The Board affirmed independence for directors with disclosed relationships due to immaterial fees and proper disclosure (applies to Miller and Scott) .
Expertise & Qualifications
- Audit and finance; global operations; strategic planning; risk management; corporate governance; and M&A; experience as CEO/chairman of a public manufacturing company .
- Audit Committee Financial Expert designation .
Equity Ownership
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | 26,182 shares | <1% (*) | Includes restricted shares and any deferrals per plan footnotes |
| Restricted shares subject to transfer restrictions | 6,732 shares (for each outside director, with noted exceptions) | N/A | Patterson not listed as exception; thus 6,732 subject to transfer restrictions |
| Shares held in rabbi trust (deferred restricted stock) | 9,586 shares | N/A | Per Directors Deferred Compensation Plan |
- Director Stock Ownership Guidelines: Minimum ownership equal to 5× annual retainer; all outside directors currently in compliance .
- Hedging/pledging: Hedging/short sales prohibited; pledging requires pre‑approval under governance practices .
Insider Trades
| Person | FY 2024 Section 16(a) Compliance | Notes |
|---|---|---|
| Robert M. Patterson | Compliant (no late filings disclosed) | Company reported late filings for CFO (Hilsheimer, one purchase) and Director McNamara (one gift), not for Patterson |
Governance Assessment
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Strengths
- Independent director with deep CEO/CFO pedigree in relevant manufacturing sectors; designated Audit Committee Financial Expert—enhances oversight of reporting, controls, ERM, and cyber risk .
- Active leadership as Audit Chair; Audit met 5 times, Board held 5 meetings; all incumbent directors ≥75% attendance and full participation at the annual meeting—supports board effectiveness .
- Compensation structure for outside directors is balanced between cash retainers ($100k board; $10k audit; $20k audit chair) and time-based equity (~$142k)—aligns with shareholder interests while avoiding performance metric complexity at the director level .
- Ownership alignment supported by 5× retainer guidelines and compliance; ability to defer into equity-linked accounts maintains exposure to Class A value .
-
Potential Conflicts and Red Flags
- No Patterson-specific related-party transactions disclosed; policy requires Audit Committee review ≥$5,000; disclosed relationships for other directors were immaterial and properly overseen—no apparent conflicts tied to Patterson .
- No director options outstanding; no option repricing; hedging prohibited and pledging requires pre-approval—reduces misalignment risk .
- Say-on-pay support in 2023 exceeded 99%, indicating strong shareholder endorsement of pay governance (contextual signal of overall board compensation oversight quality) .
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Implications
- Patterson’s audit leadership and financial expertise, paired with clean conflict disclosures and strong attendance, are positive signals for investor confidence in reporting integrity and risk oversight .
- Director equity awards are fully vested but subject to 3-year transfer restrictions and eligible for dividends—providing alignment without short-term performance gaming; combined with ownership guidelines, this supports long-term stewardship .