Hari Nair
Director at OI
Board
About Hari Nair
Hari N. Nair, age 65, has served as an independent director of O-I Glass since 2013 and currently chairs the Compensation and Talent Development Committee while serving on the Audit Committee . He is CEO of Anitar Investments LLC and previously was COO and a director of Tenneco Inc.; his background spans global manufacturing, strategic planning, and financial reporting, with engineering and MBA degrees (Bradley University; University of Notre Dame) and completion of Harvard Business School’s AMP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenneco Inc. | Chief Operating Officer; Director | COO: 2010–early 2015; Director: 2009–2015 | Led global operations; board service at Fortune 500 auto parts company |
| General Motors; American Water Company | Finance and operations roles | Not disclosed | Early career in finance/operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anitar Investments LLC | Chief Executive Officer | Current | Private investment firm (manufacturing, technology) |
| Musashi Seimitsu Industry Co., Ltd. | Director | Current | Japan-based company; board service |
| Sintercom Limited | Chairman | Current | India-based company; board leadership |
| Tenneco Inc. (privately held) | Director | Current | Private Delaware corporation |
| REE Automotive Ltd. | Director | 2019–2023 | Prior public board service |
| Delphi Technologies PLC | Director | 2017–2020 | Prior public board service |
Board Governance
- Committee assignments: Chair, Compensation & Talent Development Committee; Member, Audit Committee .
- Independence: Board determined Nair is independent under NYSE standards; no material relationships with the Company beyond director role .
- Audit committee expertise: Board identified him as an “audit committee financial expert”; members meet NYSE independence and financial literacy requirements .
- Attendance and engagement: In 2024, the full Board met eight times; all directors attended >75% of Board and committee meetings, with average attendance >95%; non‑employee directors held seven executive sessions without management .
| 2024 Meetings | Count |
|---|---|
| Full Board | 8 |
| Audit Committee | 11 |
| Compensation & Talent Development Committee | 8 |
| Nominating/Corporate Governance Committee | 7 |
Governance structure: John Humphrey serves as Independent Board Chair, leading agendas, executive sessions, and board effectiveness processes .
Fixed Compensation
- Director pay program (2024): Annual cash retainer $92,500; committee member retainers—Audit $20,000, Compensation $15,000; chair retainers—Compensation Chair $20,000; annual RSU grant $150,000. Annual RSU grant increased to $160,000 starting in 2025 .
- Vesting and change-in-control: Director RSUs vest at the next annual meeting; pro‑rata vesting upon certain terminations; full vesting upon change in control; dividend equivalents payable only on vesting .
- Deferred compensation: Directors may defer cash fees into cash or stock unit accounts; cash accounts accrue interest at Moody’s A-rated corporate bond yields; distributions in cash .
- Matching gifts: Company matches director charitable contributions up to $55,000 per calendar year .
| Hari Nair – 2024 Director Compensation | Amount ($) |
|---|---|
| Annual Cash Retainer | 92,500 |
| Committee Membership Retainers (Audit + Comp) | 35,000 |
| Committee Chair Retainer (Compensation Chair) | 20,000 |
| Stock Awards (RSUs – grant date fair value) | 150,000 |
| Total | 297,500 |
Program governance safeguards: Non‑employee director annual awards capped at $750,000 (equity fair value + cash + fees) . No problematic pay practices identified in reviews; annual independent consultant benchmarking at market median .
Performance Compensation
Directors do not receive performance‑based pay; RSUs are time‑based . For governance context on pay‑for‑performance oversight, the Company’s executive incentive metrics and results are below.
| Incentive Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EPS ($) | 2.30 | 3.09 | 0.81 |
| ROIC (%) | 8.71% | 10.47% | 4.86% |
| EBIT ($mm) | 753 | 943 | 643 |
| Free Cash Flow ($mm) | — | — | (84) |
| PSU Payout (banked, pre r‑TSR) | 2022: 175.8% | 2023: 189.0% | 2024: 0.0% |
| r‑TSR Modifier (2022–2024) | — | — | 0.94; overall PSU payout 114.3% |
| STI Payout (2024) | — | — | 0% (EBIT below threshold; FCF below threshold) |
Program design: STI uses EBIT (80%) and FCF (20%); LTI PSUs use EPS (50%) and ROIC (50%) with a relative TSR modifier vs S&P 1500 Materials .
Other Directorships & Interlocks
- Current and prior public/private boards: Musashi Seimitsu; Sintercom Limited; Tenneco Inc. (private); REE Automotive (2019–2023); Delphi Technologies (2017–2020) .
- Compensation Committee interlocks: None—no O-I executive served on boards/comp committees of entities where O-I Compensation Committee members served; no relationships requiring Item 404 disclosure .
- Related person transactions: Company’s Nominating/Corporate Governance Committee reviews and, if appropriate, recommends approval; no specific related party transactions disclosed for Nair .
Expertise & Qualifications
- Skills: Global manufacturing operations, corporate governance, financial expertise; identified as audit committee financial expert .
- Education: B.S. in engineering (Bradley University); MBA (University of Notre Dame); Harvard Business School AMP .
- Board tenure: Director since 2013 .
- Demographics: Age 65 .
Equity Ownership
- Beneficial ownership: 88,352 shares; includes 10,933 unvested RSUs vesting within 60 days of March 19, 2025 .
- Stock ownership guidelines: Non‑employee directors must own shares equal to 5x annual cash retainer; new directors have four years to comply; must retain 100% of net profit shares until guidelines are met .
- Hedging/pledging: Prohibited under the Insider Trading Compliance Policy; restrictions include no margin purchases or pledging Company securities .
Governance Assessment
- Strengths: Independent status, leadership as Compensation Chair, Audit committee financial expert designation, strong Board/committee attendance and active executive sessions; director pay aligned with market medians and robust safeguards (ownership guidelines, anti‑hedging/pledging, clawback) .
- Alignment signals: Annual director RSU grants (time‑based) plus meaningful ownership expectations support skin‑in‑the‑game; Company’s executive incentive structure demonstrates pay‑for‑performance rigor (STI/LTI metrics, r‑TSR) with 0% STI payout in 2024 and moderated PSU outcomes over 2022–2024 .
- RED FLAGS: None disclosed regarding related party transactions, committee interlocks, hedging/pledging, or attendance shortfalls; director pay practices reviewed and not deemed problematic .
- Shareholder perspective: Say‑on‑pay support at 97% in 2023 and 2024 indicates broad investor confidence in compensation governance; active engagement with top shareholders and proxy advisors .