Vivian E. Bouet
GREIFAbout Vivian E. Bouet
Senior Vice President, Chief Information and Digital Officer at Greif (GEF). Age 53; first became an executive officer in 2022. She has served as SVP, Chief Information and Digital Officer since December 2024, and previously served as Vice President after joining Greif in December 2022 . Prior roles include CIO at CPS Energy (2018–2022), executive senior director of business transformation at Walgreens (2014–2018), and technology leadership at Anthem (now Elevance Health) (2007–2014), following earlier work as a principal technology consultant supporting multiple industries . Company performance metrics used to evaluate and pay executives during her tenure include: FY2024 STIP payout of 133.9% of target based on OPBSI and OWC results, and a 186% PSU payout for the 2022–2024 LTIP driven by adjusted EBITDA of $2,603 million and an 11.6% TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CPS Energy | Chief Information Officer | Oct 2018 – Dec 2022 | CIO at the largest municipally owned electric utility in the U.S. |
| Walgreens | Executive Senior Director, Business Transformation | Aug 2014 – Oct 2018 | Leadership at an international healthcare, pharmacy and retail services company |
| Anthem (Elevance Health) | Technology leadership roles | Jul 2007 – Aug 2014 | Various technology leadership roles; company later renamed Elevance Health |
| Multiple industries | Principal consultant (technology) | Prior to 2007 (5+ years) | Principal consultant supporting multiple industries |
Fixed Compensation
The proxy’s Summary Compensation Table and NEO lists do not include Ms. Bouet; her individual base salary, target bonus, and actual bonus are not disclosed because she was not a Named Executive Officer in FY2024. The FY2024 NEOs were the CEO, CFO, General Counsel, Chief Commercial Officer, and CHRO .
Performance Compensation
Annual Incentive (STIP) – Design and FY2024 Outcomes
The STIP applies to executive officers selected by the Compensation Committee; targets are set as a percent of base salary and payouts range from 0% to 200% of target, subject to a $3.0 million cap per participant .
| Metric | Threshold | Target | Maximum | Actual (FY2024) | Weight | FY2024 Payout |
|---|---|---|---|---|---|---|
| OPBSI (Operating Profit Before Special Items) | $318.6M | $379.3M | $596M | $439.6M | 80% | 127.8% |
| OWC (Operating Working Capital as % of Revenue) | 11.9% | 11.3% | 10.7% | 10.9% | 20% | 158.3% |
| Aggregate STIP Payout | 133.9% of target |
Key STIP features:
- Metrics: OPBSI (80%) and OWC (20%); threshold payout set at 50% of target; max payout at 200% of target .
- Administration: Performance goals set at start of year; Committee certifies results post-period .
Long-Term Incentive (LTIP) – Structure and Payouts
The LTIP covers designated executive officers with three-year performance cycles paid solely in stock (RSUs and PSUs). For executive officers other than the CEO, the grant mix is 40% RSUs (time-based) and 60% PSUs (performance-based). RSUs vest about three years after grant; PSUs vest post-performance certification. RSUs have dividend-equivalent rights payable only upon vesting .
| LTIP Component | Design Details |
|---|---|
| Performance Period | 3 years; cycles commence at fiscal year start |
| Instrument Mix | 40% RSUs (time-based); 60% PSUs (performance-based) for executive officers (non-CEO) |
| PSU Metric | Adjusted EBITDA over the 3-year period; TSR modifier included |
| FY2022–FY2024 PSU Result | EBITDA actual $2,603M; TSR modifier 11.6%; payout 186% of target |
| Share Determination | RSUs use 30-day average price; PSUs use 90-day average prior to approval |
Vesting Cadence and Key Dates
| Performance Period | RSU Vest Date | PSU Vest Window |
|---|---|---|
| 2022–2024 | Jan 16, 2025 (RSUs) | No sooner than Jan 14, 2025 and no later than Mar 15, 2025 |
| 2023–2025 | Jan 14, 2026 (RSUs) | No sooner than Jan 14, 2026 and no later than Mar 15, 2026 |
| 2024–2026 | Jan 14, 2027 (RSUs) | No sooner than Jan 14, 2027 and no later than Mar 15, 2027 |
Implication: mid-January vesting windows in 2026 and 2027 could create potential insider selling windows, subject to Greif’s insider trading policy and blackout rules .
Equity Ownership & Alignment
| Policy/Practice | Detail |
|---|---|
| Executive Stock Ownership Guidelines | Executive officers must hold stock valued at 3x base salary; five years to comply; must retain 100% of LTIP shares until compliant . |
| Hedging/Pledging | Hedging and short sales prohibited; pledging of Greif stock is not permitted (requires pre-approval) . |
| Incentive Risk Design | Majority of exec compensation is at-risk; in FY2024, about 72% of other NEOs’ average comp was at risk, aligning pay with performance . |
| Beneficial Ownership Disclosure | The proxy lists beneficial ownership for directors and NEOs; Ms. Bouet is not individually listed in the excerpt. Directors and executive officers as a group (19 persons) owned 873,491 Class A and 747,828 Class B shares as of Dec 27, 2024 (3.38% and 3.51% of each class, respectively) . |
Employment Terms
| Topic | Greif Policy/Status |
|---|---|
| Employment Contracts | No employment contracts with executive management . |
| Change-in-Control Arrangements | No separate change-in-control arrangements with executive management . |
| Clawback (Incentive Recovery) | NYSE-compliant clawback adopted in 2023; company will reasonably promptly recover erroneously awarded incentive-based compensation after a required restatement . |
| Insider Trading Policy | Corporate policies (including Insider Trading Policy) posted on website; Insider Trading Policy filed as Exhibit 19 to FY2024 Form 10-K . |
Compensation Program Mechanics (Context for Ms. Bouet)
| Element | Key Features |
|---|---|
| STIP | Annual cash; 0–200% payout vs target; metrics are OPBSI (80%) and OWC (20%); $3.0M cap per participant . |
| LTIP | Stock-only; 40% RSUs (time-based), 60% PSUs (performance-based) for executive officers; 3-year cycles; RSUs vest ~3 years after grant; PSUs based on 3-year adjusted EBITDA with TSR modifier . |
| Governance | Compensation Committee (Emkes—Chair; McNamara; Miller; Scott) oversees program and uses independent consultant Willis Towers Watson; independence reviewed under SEC factors . |
Investment Implications
- Alignment and incentives: Executive pay is heavily at risk and tied to OPBSI/OWC (annually) and multi-year EBITDA with a TSR modifier (LTIP), which has produced above-target outcomes recently (FY2024 STIP 133.9%; 2022–2024 PSUs at 186%)—a constructive alignment signal for digital-transformation leaders such as Ms. Bouet .
- Retention risk vs. selling pressure: Time-based RSUs vest on a predictable mid-January cadence (2025, 2026, 2027) with PSUs vesting shortly thereafter, creating potential selling windows; however, mandatory ownership guidelines (3x salary) and hedging prohibitions temper near-term sell pressure and promote retention .
- Governance quality: No individual employment or change-in-control agreements (reduces windfall risk), an NYSE-compliant clawback, and strict insider trading policies support shareholder-friendly oversight; the Committee utilizes an independent consultant with documented independence review .
- Data gaps: Ms. Bouet’s individual base salary, bonus, and equity grant details were not disclosed as she was not an NEO in FY2024; investors should monitor future proxies and any 8-K Item 5.02 filings for role changes or compensatory arrangements .
Net: The program design and recent payout history indicate strong pay-for-performance and ownership alignment. For trading, watch mid-January vesting windows and any future disclosures that elevate Ms. Bouet to NEO status (which would provide grant-level transparency) .
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