Iain Mackay
Director at OI
Board
About Iain J. Mackay
Independent director of O-I Glass, elected May 14, 2025; age 63. Former CFO and Executive Director at GSK (2019–2023), previously Group Finance Director and Board Executive Director at HSBC (2010–2018). He holds an MA in Business Studies and Accounting and an Honorary Doctorate from the University of Aberdeen. He brings deep global finance, capital allocation, restructuring, and audit oversight experience to OI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline plc (GSK) | Chief Financial Officer & Executive Director | 2019–2023 | Led restructuring including 2022 demerger of Haleon plc (consumer healthcare) into a new LSE‑listed public company with >£10B revenues . |
| HSBC Holdings plc | Group Finance Director; Executive Director (Board) | 2010–2018 | Senior finance leadership in North America/Asia; oversight of global finance and controls . |
| General Electric | Senior finance roles (Consumer Finance, Healthcare, Corporate Audit) | ~12 years | Cross‑business finance and audit leadership . |
| Schlumberger | Finance roles | Earlier career | International finance experience in Africa and Asia . |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| National Grid plc | Non‑Executive Director | Jul 2022 | Chair, Audit & Risk Committee; member, Remuneration and Finance Committees . |
| Schroders plc | Non‑Executive Director | Jan 2024 | Chair, Audit & Risk Committee . |
| UK Government Investments Ltd (UKGI) | Non‑Executive Director | Nov 2023 | Chairs Transactions Committee . |
| University of Aberdeen (Court) | Independent Member (stepped down) | – | Former Chair, Remuneration Committee; stepped down July 2024 . |
Board Governance
- Independence: Board affirmatively determined Iain J. Mackay is independent under NYSE standards; no material relationships beyond service as director .
- Committee assignment at OI: Audit Committee member (not chair) per 2025 nominee slate .
- Board structure: Independent Board Chair (John Humphrey) since 2024; CEO and Chair roles separated, with regular executive sessions of non‑employee directors .
- Attendance: In 2024, full Board met 8 times; incumbents >75% attendance and directors averaged over 95% attendance (Mackay joined in 2025, so not included in 2024 stats) .
- Director election support (2025): Mackay received 123,388,530 For; 3,336,026 Against; 670,189 Abstain; 10,139,478 broker non‑votes .
Fixed Compensation
Director compensation structure (non‑employee directors):
| Element | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual cash retainer | $92,500 | $92,500 | Paid quarterly . |
| Committee member retainers | Audit $20,000; C&TD $15,000; Nominating $10,000 | Same | Paid quarterly; per committee served . |
| Committee chair retainers | Audit $25,000; C&TD $20,000; Nominating $15,000 | Same | Additional to member fees . |
| Independent Board Chair fee | $150,000 | $150,000 | Additional to cash retainer . |
- Deferred compensation: Directors may defer cash retainers into a cash account (Moody’s A corporate bond yield accrual) or a Company stock unit account; distributions can be lump sum or installments. Plan updated effective Jan 1, 2026 with clarified elections, subaccounts, and 409A compliance .
Performance Compensation
| Equity Award | 2024 | 2025 | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant (value) | $150,000 | $160,000 | Granted the day after annual meeting; vests at next annual meeting; tandem dividend equivalents paid only upon vesting; pro‑rata vesting on certain separations; full vesting on change in control for directors . |
- Note: Non‑employee director equity is time‑based RSUs; no performance metrics apply to director equity awards .
- New director proration: If joining off‑cycle, an additional pro‑rated RSU is granted at the next annual meeting; Mackay was elected at the 2025 meeting and filed a Form 3 and Form 4 thereafter .
Other Directorships & Interlocks
| Company | Nature of Interlock/Exposure | Assessment |
|---|---|---|
| National Grid plc; Schroders plc; UKGI | Utilities/asset manager/government investment entity | No disclosed related‑party transactions with OI; independence affirmed following review of transactions/relationships . |
Expertise & Qualifications
- Financial reporting and audit oversight expertise from CFO roles (GSK, HSBC) and current Audit & Risk chair roles (National Grid, Schroders) .
- Global operations and risk management experience across pharma, banking, industrials, and energy services .
- Education: MA in Business Studies & Accounting; Honorary Doctorate (University of Aberdeen) .
Equity Ownership
| Holder | Security | Amount | As-of Date | Ownership % of outstanding | Notes |
|---|---|---|---|---|---|
| Iain J. Mackay | Common Stock (Direct) | 11,713 | May 15, 2025 | ~0.0076% | Post‑award holdings per Form 4 (A‑Award, 11,713); outstanding shares 154,668,859 as of record date Mar 19, 2025; company prohibits pledging/hedging by directors . |
- Stock ownership guidelines: 5x annual cash retainer within 4 years of joining; 100% net‑shares retention until in compliance .
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Form | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|---|
| 2025-05-19 | 2025-05-14 | 3 | Initial | 0 | – | – | https://www.sec.gov/Archives/edgar/data/812074/000122520825005275/0001225208-25-005275-index.htm |
| 2025-05-19 | 2025-05-15 | 4 | A (Award) | 11,713 | $0.00 | 11,713 | https://www.sec.gov/Archives/edgar/data/812074/000122520825005284/0001225208-25-005284-index.htm |
Data via insider-trades skill (Form 4/3 extracts): reporting name “Mackay Iain James,” owner type “director,” direct ownership .
Governance Assessment
-
Strengths
- Independence affirmed; deep audit/finance pedigree enhances Audit Committee effectiveness; current chair roles at FTSE issuers bolster control oversight .
- Strong director pay governance: no hedging/pledging; clawback policy; double‑trigger equity vesting for executives; director equity capped and time‑based; RSUs increased to market median .
- Board structure with Independent Chair; regular executive sessions; robust committee charters and ERM oversight .
-
Watch‑items / potential red flags
- 2025 Say‑on‑Pay approval declined to 83.9M For vs 43.2M Against (~66% support), a step down versus 97% support in 2023/2024; signals investor scrutiny of pay outcomes and may drive further compensation engagement by the board .
- 2024 STI paid 0% enterprise‑wide; while this shows pay‑for‑performance alignment, sustained underperformance could pressure board oversight narratives if not followed by improvement .
-
Conflicts/related‑party exposure
- No related‑party transactions disclosed involving Mackay; Nominating/Corporate Governance Committee oversees and vets such matters; independence review covered commercial relationships and immediate family ties .
-
Shareholder alignment
- Director ownership guidelines (5x retainer) and recent equity award initiation post‑election; anti‑hedging/pledging and director deferral plan further align incentives and governance best practices -.
Director Compensation Structure Details
| Feature | Policy/Terms |
|---|---|
| Cash retainer | $92,500 annually; committee member and chair fees as noted above, paid quarterly . |
| Equity | Annual RSU (time‑based); $160,000 grant value in 2025; vests at next annual meeting; dividends only upon vest; full vest on change in control for directors . |
| Deferral | Directors may defer cash into cash account (Moody’s A corporate bond yield) or stock unit account; updated Plan effective 2026 with 409A‑compliant elections and subaccounts . |
| Policies | Anti‑hedging and prohibition on pledging; clawback policy adopted per SEC/NYSE rules . |
Overall: Mackay’s appointment strengthens audit oversight and financial stewardship on OI’s board. Given the 2025 Say‑on‑Pay decline, his audit/risk and remuneration experience at large listed companies should be leveraged for proactive investor engagement and continued rigor in pay design and performance alignment .