David Clark

About David V. Clark, II

Independent director of O-I Glass, Inc. since 2022; age 56. Former President & CEO of Cereal Partners Worldwide S.A. (2018–Aug 2023). He holds a B.S. in Business Administration from the University of Tennessee and an MBA from the University of Minnesota. Current OI committee roles: Chair of the Nominating/Corporate Governance Committee and member of the Compensation & Talent Development Committee. The Board classifies him as independent under NYSE standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Cereal Partners Worldwide S.A. (JV of General Mills & Nestlé)	President & CEO	2018–Aug 2023	Led ~3,800 employees across 15 manufacturing facilities worldwide
General Mills	President, Yoplait USA	2014–2018	Senior P&L leadership in U.S. dairy
General Mills	President, Häagen-Dazs Global Strategic Business Unit	2010–2014	Global premium brand stewardship
General Mills	Roles of increasing responsibility	2001–2018	Broad food & beverage leadership
The Pillsbury Company	Early career	1991–2001	Brand and operating roles prior to GM acquisition

External Roles

Organization	Role	Tenure	Committees/Impact
Nordic Naturals, Inc. (private)	Director	Current	Not disclosed
Avenir Strategies LLC	Principal	Current	Strategy advisory (private)

Board Governance

Committee assignments and chair roles: Chair, Nominating/Corporate Governance; Member, Compensation & Talent Development (C&TD). Committee meetings held in 2024: Audit 11, C&TD 8, Nominating 7. Full Board met 8 times in 2024.
Independence, attendance, engagement: The Board determined he is independent; all incumbent directors attended >75% of Board and committee meetings; directors as a group averaged >95% attendance in 2024. Non‑employee directors met in seven executive sessions in 2024.
Board structure and oversight: Independent Board Chair (John Humphrey). Nominating/Corporate Governance oversees director selection, governance guidelines, ESG oversight, Ethics & Compliance, and CEO succession; C&TD oversees director and executive compensation, equity plans, Clawback Policy, and management succession (ex‑CEO).
Interlocks/conflicts: C&TD membership in 2024 included David V. Clark II; the Company reports no compensation committee interlocks or insider participation and no Item 404 related person transactions were disclosed.

Fixed Compensation (Director)

Component	2024 Amount	Notes
Annual Board retainer (cash)	$92,500	Standard cash retainer
Chair retainer	$9,436	Nominating/Corporate Governance Chair (prorated)
Committee member retainers	$21,291	Committee membership fees (prorated)
Total fees earned (cash)	$123,227	Sum of above
Equity award (RSUs grant-date fair value)	$150,000	Annual grant; time-based vesting
All other compensation	$50,000	Company matching gifts to eligible charities
Total 2024 compensation	$323,227	Fees + equity + other

Program terms (for context):

Committee retainers: Audit $20,000; C&TD $15,000; Nominating $10,000. Chair retainers: Independent Board Chair $150,000; Audit Chair $25,000; C&TD Chair $20,000; Nominating Chair $15,000.
Director RSUs equal to $150,000 (2024) vest at the next annual meeting; dividend equivalents payable only upon vest and settled in cash; change-in-control vests outstanding RSUs (subject to service through CIC). Annual grant increased to $160,000 starting 2025.

Performance Compensation (Director)

Element	Plan Design	Performance Metrics
Annual equity	Time‑based RSUs; $150,000 grant value in 2024; $160,000 in 2025	None (service‑based only); dividend equivalents payable only if/when RSUs vest
Stock options	Not used for directors; plan prohibits option repricing without shareholder approval	N/A

Note: Directors at OI do not receive performance‑conditioned equity; the Company’s performance metrics (EBIT, FCF for STI; EPS, ROIC with r‑TSR modifier for LTI) apply to executives and are overseen by the C&TD Committee.

Other Directorships & Interlocks

Company	Public/Private	Role	Overlap/Interlock Risk
Nordic Naturals, Inc.	Private	Director	No public company interlocks disclosed; no related‑party transactions disclosed by OI
Avenir Strategies LLC	Private	Principal	Advisory role; no related‑party transactions disclosed by OI

Expertise & Qualifications

Business leadership of large global food brands; deep food & beverage industry knowledge; former CEO of CPW.
Governance experience; current chair of Nominating/Corporate Governance and member of C&TD at OI.
Education: B.S. (University of Tennessee); MBA (University of Minnesota).

Equity Ownership

Item	Detail
Beneficial ownership (shares)	28,418 shares (less than 1% of outstanding)
Unvested RSUs vesting within 60 days of 3/19/2025	10,933 RSUs
Director ownership guideline	5x annual cash retainer; new directors have 4 years to achieve; retain 100% of net shares until met
Hedging/pledging	Company prohibits hedging and pledging of Company securities

Governance Assessment

Strengths for investor confidence
- Independent director; chairs Nominating/Corporate Governance and sits on C&TD—positions central to board refresh, CEO succession, governance standards, and pay oversight.
- Strong board process: Independent Board Chair; seven executive sessions in 2024; average director attendance >95%.
- Shareholder alignment signals: High Say‑on‑Pay support (97% in 2023 and 2024); robust C&TD best practices including clawback policy and anti‑hedging/pledging.
- No disclosed related‑party transactions; no C&TD interlocks or insider participation reported.
Watch items
- Director compensation includes sizable equity (time‑based RSUs) and an increased annual grant to $160,000 from 2025; continue monitoring equity plan dilution and director pay positioning.
- Charitable matching is permitted (capped at $55,000 per director); in 2024, $50,000 was reported for Clark—investors should note optics though this is a broad program.
RED FLAGS
- None disclosed regarding related‑party transactions, low attendance, hedging/pledging, or option repricing.