Catherine Slater
Director at OI
Board
About Catherine I. Slater
Catherine I. Slater, 61, has served as an independent director of O-I Glass, Inc. since 2020, bringing deep manufacturing, operations, and cellulose fibers expertise from senior roles at International Paper and Weyerhaeuser . She holds a B.S. in chemical engineering from the University of South Alabama and has completed executive education at Harvard, Wharton, and University of Washington; she has also lectured at Vanderbilt’s Owen School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Paper Company | SVP, Global Cellulose Fibers and IP Asia; previously SVP, Consumer Packaging | Retired Jan 2021 (prior roles not dated) | Led global fibers and packaging businesses; manufacturing and technical oversight |
| Weyerhaeuser Company | SVP, Cellulose Fibers; SVP, Engineered Products & Distribution | Not disclosed | Leadership across wood products and distribution; operational improvements |
| Procter & Gamble | Engineer | Began career in 1983 | Early engineering foundation in manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Way of the Mid-South | Board member | Not disclosed | Community engagement |
| North Pacific Printing Papers | Board member | Not disclosed | Industry association governance |
| American Wood Council | Board member | Not disclosed | Sector advocacy and standards |
| Washington State MESA | Board member | Not disclosed | STEM education support |
| Vanderbilt University – Owen School | Guest lecturer | Not disclosed | Executive education speaking |
Board Governance
- Independence: The Board affirmatively determined Slater is independent under NYSE standards, with no material relationships beyond director service .
- Committee assignment: Member, Compensation and Talent Development (C&TD) Committee; not listed on Audit or Nominating/Corporate Governance in current roster .
- Board/committee meeting cadence and attendance: Full Board met 8 times in 2024; Audit 11, C&TD 8, Nominating/Governance 7. All incumbents attended >75% of meetings; average director attendance exceeded 95% .
- Independent Board Chair and executive sessions: John Humphrey serves as Independent Board Chair; non‑employee directors held seven executive sessions in 2024 without management .
- Governance policies: Code of Conduct, Corporate Governance Guidelines, anti‑hedging/pledging, director stock ownership guidelines (5× annual cash retainer; 4 years to comply) .
| 2024 Committees | Role | Meetings (2024) |
|---|---|---|
| Compensation & Talent Development | Member | 8 |
| Audit | — | 11 |
| Nominating/Corporate Governance | — | 7 |
Fixed Compensation
| Component | OI 2024 Program Detail | Slater 2024 Amount |
|---|---|---|
| Annual Board Cash Retainer | $92,500 paid quarterly | $92,500 |
| Committee Member Retainers | Audit $20,000; C&TD $15,000; Nominating/Gov $10,000 | $15,000 (C&TD member) → Total cash fees $107,500 |
| Committee Chair Retainers | IBC $150,000; Audit Chair $25,000; C&TD Chair $20,000; Nominating/Gov Chair $15,000 | — |
| Annual RSU Grant (Directors) | $150,000 grant value (2024); vests at next annual meeting; dividend equivalents payable only on vesting | $150,000 (unvested 10,933 RSUs at YE 2024) |
| Total 2024 Director Compensation | Cash fees + Stock awards + Other | $257,500 (Cash $107,500; Stock $150,000; Other $0) |
| 2025 Annual RSU Grant Value | Increased to $160,000 beginning 2025 | Program-wide policy |
Additional features:
- Directors Deferred Compensation Plan: optional deferral of cash fees into cash or stock unit accounts; cash accrues Moody’s A-rated corporate bond yield; distributions in cash .
- Matching Gifts: Company matches director charitable contributions up to $55,000 per calendar year .
Performance Compensation
- Directors do not receive performance-based equity; annual director RSUs are time-vested to the next annual meeting and include dividend equivalents payable only upon vesting .
- As a C&TD Committee member, Slater oversees management’s pay‑for‑performance programs. Key incentive metrics and weights:
| Program | Metrics | Weights | Notes |
|---|---|---|---|
| 2024 Short‑Term Incentive (NEOs) | EBIT | 80% | Enterprise EBIT adjusted for FX, certain non‑recurring items |
| 2024 Short‑Term Incentive (NEOs) | Free Cash Flow (FCF) | 20% | Operating cash less capex adjusted for FX and certain pension payments |
| 2024–2026 Long‑Term Incentive (PSUs) | EPS (adjusted) | 50% | Annual banked results over 3 years; modified by r‑TSR |
| 2024–2026 Long‑Term Incentive (PSUs) | ROIC | 50% | Annual banked results over 3 years; modified by r‑TSR |
| r‑TSR Modifier | Relative TSR vs S&P 1500 Materials | ±20% | Applied to PSU payouts |
2024 enterprise performance outcomes: STI paid 0% (EBIT $643MM; FCF −$84MM below thresholds), while 2022–2024 PSU cycle paid 114.3% after r‑TSR modifier based on strong 2022–2023 and no payout for 2024 .
Other Directorships & Interlocks
| Company/Organization | Type | Role/Committee | Interlock/Conflict Note |
|---|---|---|---|
| United Way of the Mid-South; North Pacific Printing Papers; American Wood Council; Washington State MESA | Non-profit/industry bodies | Board member | No related‑party transactions disclosed in proxy; Board has formal related‑person review policy |
| Current public company boards | — | — | None disclosed for Slater in proxy biography |
- Compensation Committee interlocks: During 2024, C&TD members (including Slater) had no relationships requiring Item 404 disclosure; no OI executive served on a board whose executives sat on OI’s C&TD or Board .
Expertise & Qualifications
- Manufacturing operations, global business, financial literacy, risk management, engineering, cybersecurity/data privacy, and ESG/climate risk skills (per Board skills matrix) .
- Chemical engineering degree; extensive manufacturing and technical leadership across cellulose fibers, engineered products, and packaging .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Notes |
|---|---|---|
| Catherine I. Slater | 55,731 | Includes 10,933 unvested RSUs vesting within 60 days of March 19, 2025 |
Alignment policies:
- Director stock ownership guideline: 5× annual cash retainer; must be met within 4 years; retain 100% of net profit shares until compliant .
- Anti‑hedging and prohibition of pledging: Directors may not hedge O-I securities or pledge as collateral; no margin purchases .
Governance Assessment
- Board effectiveness: Independent director with deep operating expertise on the C&TD Committee; strong attendance norms; independent chair and regular executive sessions support oversight quality .
- Pay oversight signals: Program rigor evident in 0% STI payout for 2024 and formulaic PSU outcomes; shareholder support for say‑on‑pay was 97% in both 2023 and 2024, indicating alignment with investor expectations .
- Conflicts/related‑party: Proxy outlines robust related-person review; no committee interlocks or related-person conflicts disclosed for C&TD members, including Slater, in 2024 .
- Ownership alignment: Guidelines require meaningful stock ownership; Slater holds O-I equity and participates in time‑vested RSU program; hedging/pledging prohibitions further align interests .
- RED FLAGS: Change‑in‑control vesting accelerates non‑employee director awards under the proposed Fifth Amended & Restated Plan (typical but can be viewed as shareholder‑unfriendly if overly generous) . No attendance issues or related‑party transactions are disclosed for Slater in 2024 .
Compensation Committee Analysis
- Composition and independence: 2024 C&TD members included Hari N. Nair (Chair), David V. Clark II, Cheri Phyfer, Catherine I. Slater, Carol A. Williams (and John H. Walker for part of 2024); all members are independent under NYSE rules .
- Charter responsibilities: Oversees director/executive compensation, equity plans, annual/long‑term incentives, clawback, and management succession below CEO; CEO equity grant delegation (non‑officers) within limits .
- Consultant independence: Pay Governance served as the independent compensation consultant; C&TD concluded no conflicts of interest and documented independence safeguards .
- Shareholder feedback: Say‑on‑pay received 97% support in 2023 and 2024; company conducts ongoing outreach to top holders and proxy advisors .
- Program features: Majority of LTI is performance‑based PSUs; clawback policy in place (SEC/NYSE compliant); double‑trigger vesting for employee equity; anti‑hedging/pledging; director annual award limit $750,000 .
Fixed Compensation (Director Program Details)
| Element | Policy |
|---|---|
| Cash Retainers | Board $92,500; Committee member: Audit $20,000; C&TD $15,000; Nominating/Gov $10,000; Chairs receive additional retainers |
| Equity | Annual RSU grant ($150,000 in 2024; $160,000 starting 2025). Vests at next annual meeting; dividend equivalents paid only upon vesting |
| Deferrals | Optional cash fee deferral to cash or stock unit accounts; cash accrues Moody’s A-rated corporate bond yield; distributions in cash |
| Matching Gifts | Company match up to $55,000 per director annually |
Performance Compensation (Management Program Metrics Overview)
| Program | Metric | Weight | Definition/Notes |
|---|---|---|---|
| STI (2024) | EBIT | 80% | Consolidated EBIT adjusted for FX, acquisitions/divestitures and certain non‑recurring items |
| STI (2024) | FCF | 20% | Operating cash less capex adjusted for FX and certain pension payments |
| LTI (PSUs) | EPS (adjusted) | 50% | Annual targets with banked results over 3 years; excludes items not representative of ongoing ops; subject to r‑TSR modifier |
| LTI (PSUs) | ROIC | 50% | EBIT×(1–tax rate)/debt+equity (pension AOCI held constant); subject to r‑TSR modifier |
| r‑TSR | Relative TSR vs S&P 1500 Materials | ±20% | Ensures payouts reflect shareholder returns |
Say‑on‑Pay & Shareholder Feedback
- Advisory say‑on‑pay approval: 97% support in 2024 and 2023; ongoing investor outreach to top holders and ISS/Glass Lewis .
Equity Ownership & Alignment
- Beneficial holdings: Slater beneficially owns 55,731 shares; 10,933 unvested RSUs vest within 60 days of March 19, 2025 .
- Director stock ownership guidelines: Required ownership = 5× annual cash retainer; 4‑year compliance window; retain 100% of net profit shares until compliant .
- Anti‑hedging/pledging: Strict prohibition for directors/executives/employees .
Governance Assessment
- Overall, Slater’s profile supports board effectiveness on compensation oversight (rigorous STI/LTI outcomes, strong shareholder support), independence, and alignment policies (ownership guidelines, anti‑hedging/pledging). Monitoring of change‑in‑control director award acceleration under the Fifth Amended & Restated Plan is advisable; otherwise, no attendance or related‑party red flags are disclosed for 2024 .