Timothy L. Bergwall
GREIFAbout Timothy L. Bergwall
Timothy L. Bergwall (age 60) is Senior Vice President and Chief Commercial Officer of Greif, Inc., appointed in November 2024 after leading the Paper Packaging & Services group and serving as President of Soterra LLC; he has been an executive officer since 2014 and a Senior Vice President since 2019 . Company performance metrics that drive incentive pay include Adjusted EBITDA and relative TSR; Greif reported Adjusted EBITDA of $694.3 million and cumulative Company TSR value of $161.41 on a fixed $100 investment for FY2024, contextualizing the pay-for-performance framework in which Bergwall participates .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greif, Inc. | Group President, Paper Packaging & Services; President of Soterra LLC | May 2015 – Oct 2024 | Led paper packaging operations and Soterra forestry assets through cycles; foundation for commercial leadership transition |
| Greif, Inc. | VP & Division President, Paper Packaging & Services | Pre‑2015 (dates not specified) | Various leadership roles within paper packaging, building domain expertise |
| Greif, Inc. | Senior Vice President | Feb 2019 – present | Executive leadership responsibilities across global commercial agenda |
| Greif, Inc. | Senior Vice President, Chief Commercial Officer | Nov 2024 – present | Aligning global key accounts and customer-first culture across segments |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $614,057 | $632,479 |
| STIP Target (% of Base) | 75% | 75% |
| STIP Target ($) | $460,543 | $474,359 |
| Actual STIP Paid ($) | $616,796 | — |
Notes:
- Compensation Committee set FY2024 STIP payout factor at 133.9% of target for NEOs based on adjusted performance; individual payout actuals shown above .
- At-risk pay remains a large share via STIP/LTIP consistent with Greif’s pay-for-performance philosophy .
Performance Compensation
FY2024 STIP (Short-Term Incentive Plan) – Metrics, Targets, Results
| Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual | Payout |
|---|---|---|---|---|---|---|
| Operating Profit Before Special Items (OPBSI) | 80% | $318.6M | $379.3M | $596.0M | $439.6M | 127.8% |
| Operating Working Capital (% of revenue) | 20% | 11.9% | 11.3% | 10.7% | 10.9% | 158.3% |
| Aggregate STIP Payout Factor | — | — | — | — | — | 133.9% |
FY2025 STIP Goals (established Dec 2024)
| Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) |
|---|---|---|---|---|
| OPBSI | 80% | $429.4M | $466.8M | $504.1M |
| Operating Working Capital | 20% | 13.4% | 12.7% | 12.0% |
LTIP (Long-Term Incentive Plan) Structure and Awards
- Structure: RSUs (time-based) and PSUs (performance-based); for NEOs other than CEO, mix is 40% RSU / 60% PSU of LTIP target .
- PSU metrics: 3-year EBITDA performance with relative TSR modifier of ±20% vs Russell 2000; threshold 33%, maximum 200% of PSUs .
| Award (Grant 12/12/2023 for 2024–2026 period) | Quantity | Grant Date FMV ($) |
|---|---|---|
| RSUs | 6,998 | $439,684 |
| PSUs (target) | 10,573 | $642,521 |
2022–2024 LTIP outcome: PSUs certified at 186% of target based on adjusted EBITDA; TSR modifier +11.6% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A) | 80,662 shares; <1% of class |
| Outstanding RSUs (unvested, at 10/31/2024) | 18,914 units; $1,180,990 value (at $62.44) |
| Outstanding PSUs (unvested, at target, 10/31/2024) | 29,025 units; $1,812,321 value (at $62.44) |
| RSU vesting schedule | 2022–2024 RSUs: vest Jan 16, 2025; 2023–2025: Jan 14, 2026; 2024–2026: Jan 14, 2027 |
| PSU vest timing windows | 2022–2024 PSUs: vest no sooner than Jan 14, 2025 and no later than Mar 15, 2025; similar windows for 2023–2025 and 2024–2026 |
| Stock ownership guidelines | Executives: 3× base salary; must retain 100% of LTIP shares until compliant |
| Compliance status | NEOs are in compliance or within the five-year window |
| Options, hedging/pledging | No outstanding stock options; hedging and short sales prohibited; pledging requires pre-approval |
Additional RSUs granted for 2025–2027 performance period (Dec 2024): 7,039 RSUs for Bergwall .
Employment Terms
- Employment agreements and severance: None; Greif has no severance or change‑in‑control arrangements for NEOs .
- Post-employment covenants: LTIP participants agree to non-compete covenants; unvested RSUs/PSUs are generally forfeited on termination (except pro‑rata on death/disability/retirement) .
- Clawback: NYSE‑compliant incentive compensation recovery policy adopted in 2023; applies to erroneously awarded incentive compensation after restatements .
Retirement and Deferred Compensation
| Plan | Eligibility/Status | FY2024 Credits/Contrib. | Present Value/Balance |
|---|---|---|---|
| U.S. Pension Plan | Eligible; 23 years credited service | — | $755,727 (present value at 10/31/2024) |
| SERP (defined benefit) | Not eligible | — | — |
| NQSP (supplemental deferred comp) | Participating; fully vested; 22 years credited service | $52,729 pay credits & above‑market interest | $260,831 (present value at 10/31/2024) |
| NQDCP (executive deferral) | Participating; fully vested | $45,722 executive contributions | $330,292 aggregate balance at FYE |
| 401(k) + match | Participating | $10,239 (match/contribution) | — |
| Other “All Other Compensation” items | Dividend equivalents on RSUs | $40,890 | — |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STIP FY2024 | OPBSI | 80% | $379.3M | $439.6M | 127.8% | Cash paid after FY end |
| STIP FY2024 | OWC (% of revenue) | 20% | 11.3% | 10.9% | 158.3% | Cash paid after FY end |
| LTIP 2022–2024 | EBITDA (with rTSR modifier) | 100% EBITDA +/‑20% rTSR | $2,440M EBITDA | $2,603M; rTSR +11.6% | 186% of PSUs | PSUs vest in window Jan–Mar 2025 |
| LTIP 2024–2026 | RSUs | 40% of LTIP target | Time‑based | — | — | RSUs scheduled to vest Jan 14, 2027 |
| LTIP 2024–2026 | PSUs | 60% of LTIP target | EBITDA + rTSR | Performance period | 0–200% | Vest no sooner than Jan 14, 2027 |
Investment Implications
- Alignment: High at‑risk compensation with objective OPBSI/OWC and 3‑year EBITDA/rTSR encourages value creation; strong clawback and ownership requirements mitigate risk of misalignment .
- Retention and supply overhang: Multiple near‑term vesting events (RSUs Jan 16, 2025 and PSUs by Mar 15, 2025) can create selling windows; monitor Form 4s for potential insider selling pressure around these dates .
- Governance risk: No employment contracts or severance/CIC benefits reduce guaranteed payouts but increase reliance on market-based incentives; hedging banned, pledging requires pre‑approval; no stock options outstanding, reducing repricing risk .
- Pay-for-performance momentum: Above‑target LTIP PSU payout (186%) and FY2024 STIP outperformance indicate execution against internal KPIs; continued focus on working capital and profitability targets in FY2025 STIP .