Eugenio Garza y Garza
Director at OI
Board
About Eugenio Garza y Garza
Eugenio Garza y Garza, age 53, was elected as an independent director of O-I Glass at the May 14, 2025 annual meeting. He is the former CFO of FEMSA (2018–2024) and previously CEO of Servicios Corporativos Javer, with earlier investment banking leadership roles at Goldman Sachs, Merrill Lynch, and Lazard; he holds a BS in Chemical Engineering (ITESM) and an MBA from Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fomento Económico Mexicano (FEMSA, NYSE: FMX) | Chief Financial Officer | 2018–2024 | Participated in strategic refocus, recycling >US$10B capital and unlocking >US$29B market value |
| Servicios Corporativos Javer (MEXBOL: JAVER) | Chief Executive Officer | — | Led Mexico’s largest homebuilder |
| Goldman Sachs; Merrill Lynch; Lazard | Investment banking leadership (incl. Head of local operations in Mexico at Merrill Lynch and Lazard) | — | Executed global transactions from New York and Mexico |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current external directorships disclosed in O-I’s 2025 proxy |
Board Governance
- Independence: Board affirmatively determined Garza is independent under NYSE standards; no material relationships with O-I beyond director role .
- Election: Received 123,381,636 votes “For”, 3,445,630 “Against”, 567,479 “Abstentions”; elected to a one-year term at the May 14, 2025 meeting .
- Committee assignments: As of the proxy nomination, no committee assignments listed (Audit, Compensation & Talent Development, Nominating/Governance columns blank) .
- Board leadership: John Humphrey serves as Independent Board Chair, presides over executive sessions; Board held 8 full meetings in 2024; Audit 11; Compensation 8; Nominating/Governance 7 .
Fixed Compensation
| Component | Amount/Term | Details |
|---|---|---|
| Annual cash retainer (non-employee director) | $92,500 | Paid quarterly |
| Committee member retainers | Audit $20,000; Compensation $15,000; Nominating/Gov $10,000 | Paid quarterly; in addition to base retainer |
| Chair retainers | Independent Board Chair $150,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating/Gov Chair $15,000 | Paid quarterly |
| Annual RSU grant | $160,000 | Effective starting 2025; value on grant date, rounded to nearest whole share |
| RSU vesting | Full vest at next annual meeting (or earlier on death, disability or retirement ≥ age 60; pro-rata on other terminations; full vest on change-in-control) | Settled within 30 days after vest/termination |
| Deferred compensation | Directors may defer cash fees to cash or stock unit accounts; cash accounts accrue Moody’s A-rated bond yield; distributions in cash | Directors Deferred Compensation Plan |
| Matching gifts | Company match up to $55,000 per director per calendar year to eligible charities |
Performance Compensation
Non-employee directors do not have performance-based pay; equity grants align interests via ownership. O-I’s executive incentive design (useful for governance and pay-for-performance context):
| Program | Metrics | Weights | Definition/Notes |
|---|---|---|---|
| Short-Term Incentive (STI, 2024) | EBIT | 80% | Adjusted consolidated EBIT; FX- and M&A-adjusted |
| Short-Term Incentive (STI, 2024) | FCF | 20% | Operating cash flow less capex; FX-adjusted and pension extra payments adjusted |
| Long-Term Incentive (PSUs, 2024–2026) | EPS (annual banked) | 50% | Adjusted diluted EPS; excludes items not representative of ongoing ops |
| Long-Term Incentive (PSUs, 2024–2026) | ROIC (annual banked) | 50% | Tax-affected EBIT / (Debt + Equity); holds pension/retiree medical AOCI constant |
| LTI r-TSR modifier | Relative TSR vs S&P 1500 Materials | ±20% | Applied to PSU results over three-year period |
Illustrative 2024 outcomes (for context): STI paid 0% at enterprise level (EBIT $643M below threshold; FCF −$84M below threshold) ; 2022–2024 PSU payout 114.3% after r-TSR 0.94 modifier (EPS banked 189.7%, 200.0%, 0.0%; ROIC banked 161.9%, 177.9%, 0.0%) .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | Board independence review found no material relationships for Garza with O-I; no related party transactions disclosed for Compensation Committee members in 2024 . |
Expertise & Qualifications
- Financial reporting expertise and executive leadership in beverage/retail sectors (FEMSA CFO; Javer CEO) .
- Global business and capital markets experience (Goldman Sachs, Merrill Lynch, Lazard) .
- Skills matrix shows Garza contributes manufacturing operations, public company management, global business, corporate governance, financial, risk management, engineering, cybersecurity/data privacy, ESG/climate risk competencies .
Equity Ownership
- Record date beneficial ownership: “—” (no shares) as of March 19, 2025 in Security Ownership table (new nominee) .
- Stock ownership guidelines: Non-employee directors must hold O-I stock equal to 5× annual cash retainer; new directors have 4 years from joining to comply; retain 100% of net profit shares until guideline met .
Insider filings and current positions (Form 3/4 data):
| Transaction Date | Filing Date | Security | Type | Quantity Transacted | Post-Transaction Ownership | Price | Form | Source |
|---|---|---|---|---|---|---|---|---|
| 2025-05-14 | 2025-05-19 | — | Initial statement | — | — | — | 3 | |
| 2025-05-15 | 2025-05-19 | Common Stock (Direct) | A (award) | 11,713 | 11,713 | $0.00 | 4 | |
| 2025-07-01 | 2025-07-03 | Phantom Stock | A (award) | 377.4084 | 377.4084 | $0.00 | 4 | |
| 2025-10-01 | 2025-10-02 | Phantom Stock | A (award) | 2,168.4657 | 2,545.8741 | $0.00 | 4 |
Notes: Phantom stock units reflect deferred compensation credits; values reported at $0 as award grants under the Directors Deferred Compensation Plan .
Governance Assessment
- Strengths: Independent status; deep finance and capital allocation background aligned with O-I’s value creation roadmap; board’s governance framework features independent chair, regular executive sessions, clawback policy, anti-hedging/pledging, double-trigger equity vesting—supporting investor alignment .
- Engagement: Shareholder vote confirms election; board meetings robust cadence; committee infrastructure established; Garza expected to contribute to finance and risk oversight given background .
- Compensation alignment: Director pay is balanced cash/equity with $160k RSUs and strict ownership guidelines (5× retainer, 4-year compliance window) promoting skin-in-the-game; RSU vesting aligned to annual meeting and change-in-control protections consistent with market norms .
- Potential risks: Prior CFO role at FEMSA (beverage industry) implies potential customer/supplier proximity; Board independence review found no material relationships, but ongoing related-party monitoring remains prudent .
- Signals to monitor: 2025 Say-on-Pay support dipped to 83.9M “For” vs 43.19M “Against” (versus 97% approval cited for 2024), indicating heightened scrutiny of executive pay; continued rigorous committee oversight advisable .
RED FLAGS
- None identified regarding related-party transactions, hedging/pledging, or tax gross-ups for directors; Company policies prohibit hedging/pledging and do not provide excise tax gross-ups or single-trigger CIC severance; director program deemed non-problematic in recent reviews .