Gordon Hardie
About Gordon Hardie
Gordon J. Hardie, 61, has served as O-I’s President and CEO since May 15, 2024 and as a director since 2015; he holds a B.A. from University College Cork, an MBA from UCD Smurfit, and completed INSEAD’s AMP and AVIRA as well as Harvard’s Corporate Director Certificate . Under O-I’s performance programs, 2024 STI paid 0% as EBIT ($643M) and FCF (-$84M) fell below thresholds, while the 2022–2024 PSU cycle paid 114.3% after a three-year TSR of -9.9% at the 42nd percentile; the prior 2021–2023 PSU cycle paid 178.0% with O-I’s TSR up 38% at the 59th percentile . In 2023, O-I delivered EBIT of $943M (+25% YoY) and FCF of $123M, supporting above-target STI payout levels that year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bunge Ltd. | President, Food & Ingredients; Managing Director; Executive Committee member | 2011–2019 (President 2018–2019) | Led global Operational Excellence; chaired Walter Rau AG and Bunge Loders Croklaan boards . |
| Morningside Partners | Managing Director (founder) | 2009 | M&A advisory firm established by Hardie . |
| Goodman Fielder Ltd | Managing Director, FG Bakeries; Sales & Marketing Director; Marketing & Innovation Director | 2002–2009 | Led bakery operations and commercial roles across brands . |
| Southcorp Wines Ltd | Group General Manager | 1990s | Senior role in wine portfolio management . |
| Foster’s Brewing Group Ltd | VP, Asia-Pacific, Middle East & Africa | 1990s | Led regional expansion and operations . |
| Pernod Ricard Irish Distillers | Regional Director, Americas & Asia-Pacific | Pre-1999 | Drove regional strategy before relocating to Australia . |
External Roles
| Organization | Role | Years |
|---|---|---|
| MagrowTec Ltd. | Chair of the Board | Since Oct 2023 . |
| ARYZTA AG | Director | 2020–Oct 2023 . |
| Greencore Group plc | Director | 2020–2022 . |
| Zakłady Tłuszczowe Kruszwica | Director | 2013–2016 . |
| Temasek | Strategic Advisor | Current . |
| UCD Smurfit Graduate Business School (North America Advisory Board) | Member | Current . |
| Lodbrok Capital | Industrial Advisor | Permitted per Offer Letter Exhibit A . |
| Kharis Capital | Advisor | Permitted per Offer Letter Exhibit A . |
Fixed Compensation
| Component | Details |
|---|---|
| Base Salary | $1,200,000 annual rate (pro-rated to $756,522 paid in 2024) . |
| Target Annual Bonus (STI) | 150% of eligible earnings (pro-rated for 2024); STI payout for 2024 was 0% . |
| Perquisites | Financial/tax planning reimbursement up to $30,000; executive physical; limited personal aircraft use (up to 50 hours/year); executive life insurance; international private security as needed; first-class airfare when aircraft unavailable . |
| Governance | Employment is at-will; arbitration agreement in Toledo, OH under AAA rules; company indemnification and D&O coverage; exclusivity with permitted board/advisor roles listed in Exhibit A . |
Performance Compensation
| Program | Metric | Weight | Target (2024) | Actual (2024) | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| STI (Annual) | EBIT | 80% | $950M | $643M | 0% | Company-wide design; individual adjustments not applied when below threshold . |
| STI (Annual) | FCF | 20% | $150M | -$84M | 0% | Payment stands alone per metric, but both fell below threshold . |
| LTI (2024 grants) | PSUs: EPS | 50% | Annual goals set at grant for 2024–2026 | Year 1 below threshold (company-wide) | Earned units determined annually and adjusted by r-TSR | Three-year performance period; r-TSR modifier vs S&P 1500 Materials . |
| LTI (2024 grants) | PSUs: ROIC | 50% | Annual goals set at grant for 2024–2026 | Year 1 below threshold (company-wide) | Same as above | EPS/ROIC with exclusions; r-TSR ±20% . |
| LTI (2024 grants) | RSUs | 40% of LTI value | — | — | Time-based | Vests one-third annually from grant date . |
| LTI Mix & Value | Total LTI (annual) | — | $7,000,000 | — | — | 60% PSUs / 40% RSUs . |
| Sign-on LTI | PSUs and RSUs | — | $600,000 (PSUs), $400,000 (RSUs) | — | — | Same terms as March 2024 cohort . |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | 122,784 shares beneficially owned (less than 1% of shares outstanding) . |
| Unvested RSUs | 165,877 and 23,697 units unvested from May 15, 2024 grants; market values $1,798,107 and $256,875, respectively . |
| Unearned PSUs | 59,716 and 8,531 units unearned; indicative values $647,317 and $92,474 . |
| Ownership Guidelines | CEO guideline: 5x base salary; Hardie at 2.5x salary as of June 30, 2024 (within five-year compliance window) . |
| Retention Policy | Until guideline met, retain 75% of net profit shares from RSU/PSU vesting . |
| Hedging/Pledging | Prohibited for directors and officers; no margin purchases or pledging of O-I securities . |
| Pay-at-Risk | CEO target total direct compensation “at risk” 88% (2024 program) . |
Employment Terms
- Severance policy eligibility: upon termination without cause or good reason within 24 months post-change-in-control, lump sum equals 2x base salary + 2x target bonus; up to 24 months of health benefits or cash equivalent; standard outplacement; no excise tax gross-up—company uses best-net approach .
- Equity vesting: double-trigger required (change-in-control plus qualifying termination) for equity acceleration .
- Clawback: SEC/NYSE-compliant policy to recover erroneously awarded incentive compensation upon required restatement (supersedes prior policy) .
- Non-compete/non-solicit: protective covenants apply to LTI awards; one-year minimum vesting standard .
- Director service: continues as a member of the Board without additional compensation after becoming CEO; stepped down from Nominating/Corporate Governance Committee upon CEO selection .
Board Governance
| Aspect | Details |
|---|---|
| Independence | Ceased to be independent upon selection as CEO; majority of Board remains independent . |
| Committees | Not assigned to Audit, Compensation & Talent Development, or Nominating/Corporate Governance in 2025; independent directors staff committees (IBC John Humphrey) . |
| Leadership Structure | Chair and CEO roles separated since 2016; Independent Board Chair manages agendas, executive sessions, and succession planning . |
| Attendance | 2024: Full Board met 8 times; directors’ attendance averaged over 95% . |
| Executive Sessions | Non-employee directors met in 7 executive sessions in 2024 . |
Director Compensation
| Year | Fees Earned (Cash) | Stock Awards | Notes |
|---|---|---|---|
| 2024 | $38,015 | $0 | Ended non-employee Board service on May 15, 2024 when becoming CEO . |
| 2023 | $102,500 | $140,000 | Standard director retainers and annual RSU grant . |
Compensation Peer Group & Say-on-Pay
- Peer group used for 2024/2025 pay decisions includes packaging/industrial names such as Berry Global, Crown Holdings, Ball, Avery Dennison, Packaging Corp. of America, Silgan, Greif, Sonoco, AptarGroup, Timken, Dover, Dana, Flowserve, Terex, etc.; O-I targets market median by element and overall .
- Say-on-pay support: 97% approval in 2023 and 2024; 97% approval again cited in 2025 Proxy summary .
Track Record & Performance Indicators
| Period | Key Outcomes |
|---|---|
| 2021–2023 | PSU payout 178.0%; three-year TSR +38% at 59th percentile vs S&P 1500 Materials . |
| 2023 | EBIT $943M (+25% YoY) and FCF $123M; STI payout 125.5% of target (company-wide) . |
| 2024 | STI payout 0% (EBIT $643M; FCF -$84M); PSU year-one below threshold; Fit to Win program initiated to improve earnings power and cost position . |
Risk Indicators & Red Flags
- 2024 zero STI payout underscores near-term execution and market challenges; PSUs rely on multi-year improvement and r-TSR, moderating payout risk .
- No tax gross-ups for current NEOs (legacy exception applied only to former CEO’s life-insurance benefit); clawback policy in place; double-trigger equity vesting; anti-hedging/pledging policy; ownership retention requirements—all governance-positive .
- Personal aircraft usage up to 50 hours annually is a notable perquisite but common for CEO security/productivity; monitored by Board policy .
Equity Ownership & Director Service History
| Item | Detail |
|---|---|
| Years on Board | Director since 2015; continues as director while CEO; not independent by NYSE standards . |
| Committee Roles | Stepped down from Nominating/Corporate Governance upon CEO selection; no committee assignments as CEO-director . |
| Dual-Role Implications | Separation of Chair/CEO mitigates concentration of power; Independent Board Chair leads executive sessions and oversight; governance framework supports independence despite CEO+director dual role . |
Investment Implications
- Pay-for-performance alignment is robust: 2024 STI zero payout and PSU structures tied to EPS/ROIC with r-TSR modifier temper windfalls and align incentives with shareholder returns .
- Hardie’s compensation mix (88% at risk; LTI-heavy with PSUs) signals commitment to multi-year value creation; ownership guidelines and retention policies further align interests, though he is still ramping toward 5x salary ownership (currently ~2.5x as of June 2024) .
- Governance mitigants (separate Chair/CEO, clawback, no tax gross-ups, anti-hedging/pledging, double-trigger vesting) reduce downside governance risk; aircraft/perks are offset by strong policy controls .
- Near-term execution risk persists given 2024 underperformance; monitoring Fit to Win milestones and PSU accrual across 2024–2026 (including r-TSR trajectory) is key for trading signals tied to incentive vesting and potential insider activity; beneficial ownership stands at 122,784 shares with significant unvested RSUs/PSUs outstanding .