Cheri Phyfer
Director at OI
Board
About Cheri Phyfer
Independent director at O-I Glass, Inc. (OI) since 2024; age 53. Background spans operating leadership in building products and consumer goods, including Executive Vice President & Group President at Fortune Brands Innovations (2022–Jan 2025), President of Water Innovations (2019–2022), and President of Moen U.S. (2018–2019); earlier senior roles at Sherwin-Williams (Consumer Group; Diversified Brands; regional Paint Stores leadership). Education includes a B.S. in management and MBA degrees from Clemson University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune Brands Innovations | EVP & Group President | 2022–Jan 2025 | Led multi-brand portfolio across home/security/commercial products |
| Fortune Brands Innovations | President, Water Innovations | 2019–2022 | Ran water segment (Moen, etc.) |
| Moen U.S. | President | 2018–2019 | U.S. operations leadership |
| Sherwin-Williams | Various (Consumer Group President; Diversified Brands; Regional President/GM) | Prior to 2018 | Consumer/brands P&L; regional retail operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.C. Bradley Co. | Director | Current | Private company board |
| Rock & Roll Hall of Fame | Director | Current | Non-profit governance |
| Clemson University | Board of Trustees | Current | University governance |
| Western Forest Products, Inc. | Director | 2019–2022 | Public company (forest products) board |
| University Hospital Cleveland Medical Center | Director | 2018–2022 | Non-profit health system board |
Board Governance
- Independence: The Board has affirmatively determined Phyfer is independent under NYSE standards .
- Committee assignments: Member, Compensation & Talent Development Committee (C&TD) .
- Attendance: In 2024, all incumbent directors attended >75% of Board/committee meetings; directors averaged >95% attendance. Board met 8x; Audit 11x; C&TD 8x; Nominating/Governance 7x .
- Board leadership and engagement: Independent Board Chair (John Humphrey) leads agendas, executive sessions (7 in 2024), and CEO succession oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $92,500 | Paid quarterly; pro‑rated for 2024 based on service date |
| Committee member retainers | $15,000 (C&TD) | Audit $20k; C&TD $15k; Nominating/Gov $10k (paid quarterly) |
| Committee chair retainers | $20,000 (C&TD Chair) | Audit $25k; C&TD $20k; Nominating/Gov $15k; Independent Board Chair $150k |
| Director expenses & matching gifts | Reimbursed; charitable match up to $55,000/year | Matching Gifts Program cap per director |
| Cheri Phyfer – 2024 Director Compensation ($) | Fees Earned | Stock Awards | All Other Comp | Total |
|---|---|---|---|---|
| 2024 actual | 67,631 | 150,000 | 40,000 | 257,631 |
Notes:
- 2025 change: Annual director RSU grant increased to $160,000; no other program changes .
- Cash detail (pro‑rated): Board retainer $58,194; committee member $9,437 .
Performance Compensation
O-I’s director equity is service‑based RSUs; performance metrics apply to executive incentives (useful for pay‑for‑performance alignment analysis).
| Program | Metrics | Weights | 2024 Target/Payout Mechanics | 2024 Results |
|---|---|---|---|---|
| Short‑Term Incentive (Executives) | EBIT; Free Cash Flow (FCF) | 80%; 20% | Threshold 30% to Max 200% of target | EBIT $643mm; FCF $(84)mm → Total payout 0% |
| Long‑Term Incentive (Executives) | PSUs: EPS; ROIC + r‑TSR modifier; RSUs (time‑based) | 50%; 50%; r‑TSR ±20% | Annual goal‑banking over 3 years; PSUs 60% of LTI; RSUs 40% | 2022–2024 PSU payout 114.3% after r‑TSR 0.94 |
| PSU Outcome Detail | 2022 EPS ($) | 2022 ROIC (%) | 2023 EPS ($) | 2023 ROIC (%) | 2024 EPS ($) | 2024 ROIC (%) | r‑TSR | Final Payout |
|---|---|---|---|---|---|---|---|---|
| Actuals and payout multipliers | 2.30; 189.7% | 8.71; 161.9% | 3.09; 200.0% | 10.47; 177.9% | 0.81; 0.0% | 4.86; 0.0% | 0.94 (42nd %ile) | 114.3% |
Director RSU mechanics: Annual RSUs vest at the next annual meeting; pro‑rata vesting on certain separations; full vesting at change in control for non‑employee directors .
Other Directorships & Interlocks
- Current boards: W.C. Bradley Co.; Rock & Roll Hall of Fame; Clemson University Trustees .
- Committee interlocks: No C&TD member (including Phyfer) was a current/former O-I officer; no Item 404 related‑person transactions or cross‑board interlocks disclosed for 2024 .
- Competitive interlocks: Current affiliations are not disclosed as O-I customers/suppliers; no related‑party transactions involving Phyfer reported .
Expertise & Qualifications
- Skills matrix: Manufacturing operations; public company management; global business; corporate governance; financial; marketing/sales; risk management; engineering; cybersecurity/data privacy; ESG/climate risk .
- Industry experience: Building products, branded consumer, coatings/distribution .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Vested vs Unvested | Pledged/Hedged |
|---|---|---|---|---|
| Cheri Phyfer | 10,933 shares | <1% | Includes 10,933 RSUs that will vest within 60 days of 3/19/2025 | Anti‑hedging and anti‑pledging policy in force; pledging prohibited |
Director Stock Ownership Guidelines:
- Requirement: 5x annual cash retainer; new directors have 4 years to comply; retain 100% of net profit shares until met .
Director Deferred Compensation:
- May defer cash fees into cash or stock unit accounts; cash accrues Moody’s A corporate bond yield; distributions per elected schedule .
Governance Assessment
- Strengths: Independent status; active C&TD committee role; high attendance; robust anti‑hedging/anti‑pledging; clear director ownership guidelines; director equity vests annually and fully at change in control to preserve independence; no related‑party transactions or compensation committee interlocks .
- Pay‑for‑performance alignment: Executive STI paid 0% for 2024 amid under‑threshold EBIT/FCF; PSU payouts reflect multi‑year performance with r‑TSR modifier; say‑on‑pay support 97% in 2024 and 2023, indicating shareholder confidence in incentive design .
- Potential conflicts: None disclosed involving Phyfer; outside boards appear unrelated to O-I’s customer/supplier base; ongoing monitoring warranted for any future commercial linkages .
RED FLAGS
- None identified: no pledging/hedging, no related‑party transactions, strong attendance and independent committee composition; director annual equity value increased modestly to maintain market median positioning ($160k in 2025) .