John Humphrey
Independent Board Chair at OI
Board
About John Humphrey
John Humphrey, age 59, has served on O-I’s Board since 2018 and is the Independent Board Chair since 2024. He is the former EVP and CFO of Roper Technologies and previously CFO of Honeywell Aerospace; earlier, he held finance roles at Honeywell/AlliedSignal and engineering/manufacturing roles at Detroit Diesel. He holds a B.S. in Industrial Engineering from Purdue University and an MBA from the University of Michigan, and is designated by O-I’s Board as an Audit Committee financial expert (independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roper Technologies, Inc. | EVP & CFO | 2011–May 2017; retired Dec 2017 | Led financial reporting, capital allocation; public company board experience cited by O-I |
| Roper Technologies, Inc. | VP & CFO | 2006–2011 | Financial leadership across portfolio businesses |
| Honeywell Aerospace (Honeywell International) | Vice President & CFO | Pre-2006 (dates not specified) | Segment CFO; prior finance roles at Honeywell/AlliedSignal |
| Detroit Diesel Corporation | Engineering & manufacturing management | ~6 years (dates not specified) | Operational grounding in heavy-duty engines |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnPro Industries, Inc. | Director | Current | Not disclosed in proxy |
| Ingersoll Rand | Director | Current | Not disclosed in proxy |
Board Governance
- Roles: Independent Board Chair (IBC) since 2024; Audit Committee member .
- Committee responsibilities: IBC shapes agendas, chairs executive sessions without management, liaises with CEO, and leads board self-assessment and CEO succession oversight .
- Independence: Board affirmed Humphrey (and a vast majority of directors) as independent under NYSE standards; no material relationships identified .
- Attendance and engagement: Board met 8 times in 2024; all incumbents attended >75% of aggregate Board/committee meetings; directors averaged >95% attendance; executive sessions without management held 7 times in 2024 and presided by the IBC .
- Committee meeting cadence (2024): Audit 11; Compensation & Talent Development 8; Nominating/Corporate Governance 7 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $92,500 | Standard retainer for non-employee directors in 2024 |
| Independent Board Chair retainer (cash) | $103,640 | Earned by Humphrey in 2024 (prorated detail reflected in fees table) |
| Committee member retainers (cash) | $20,000 | Humphrey’s committee member retainer total in 2024 |
| Total cash fees earned (Humphrey) | $216,140 | Sum of retainer + IBC + committee retainers |
| All Other Compensation | $0 | No other comp for Humphrey in 2024 |
Director fee structure (program-level):
- Committee membership retainers: Audit $20,000; Compensation & Talent Development $15,000; Nominating/Corporate Governance $10,000 .
- Chair retainers: Independent Board Chair $150,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 .
Performance Compensation
| Equity Award | Grant Value | Grant Date Convention | Vesting & Terms | 2025 Program Update |
|---|---|---|---|---|
| RSUs (annual director grant) | $150,000 | Granted on date immediately following Annual Meeting | RSUs vest in full at next Annual Meeting; tandem dividend equivalents payable only upon vesting; pro-rata vest if mid-cycle departure; full vest on change-in-control with continued service through event | Annual grant value increased to $160,000 beginning 2025; structure otherwise unchanged |
| Humphrey stock award (2024) | $150,000 | 2024 non-employee director grant | Count not individually disclosed; each non-employee director held 10,933 unvested RSUs as of Dec 31, 2024 | N/A |
Note: O-I does not use stock options for directors and prohibits repricing; director equity is time-based RSUs (no performance metrics attached) .
Other Directorships & Interlocks
| Company | Relationship to O-I | Potential Interlock Risk |
|---|---|---|
| EnPro Industries, Inc.; Ingersoll Rand | Humphrey serves as director | O-I’s independence review found no material relationships with the Company; Board affirmed independence after reviewing commercial transactions and arrangements . |
Expertise & Qualifications
- Financial reporting and capital allocation leadership (former CFO roles at Roper and Honeywell Aerospace) .
- Designated Audit Committee financial expert by O-I (financial literacy meeting NYSE standards) .
- Global operations and risk management experience; board governance depth highlighted in O-I skills matrix .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Unvested RSUs | Ownership Guidelines | Hedging/Pledging |
|---|---|---|---|---|---|
| John Humphrey | 84,227 | <1% | 10,933 (as of 12/31/2024; applies to each non-employee director) | Non-employee directors must hold ≥5× annual cash retainer within 4 years; retain 100% of net profit shares until met | Anti-hedging; prohibition on pledging company stock |
Governance Assessment
- Board effectiveness: Humphrey’s role as IBC strengthens independent oversight, agenda control, and CEO succession; he presided over 2024 executive sessions, a governance best practice .
- Alignment and incentives: Director equity is in RSUs with short vest tied to continued service; cash retainer increases are benchmarked to market median; the program was reviewed and deemed non-problematic .
- Independence and conflicts: Board’s annual independence determination found no material relationships for Humphrey; related party transactions are governed by policy and reviewed by Nominating/Corporate Governance Committee .
- Attendance signal: Group-level attendance averaged >95% with all incumbents >75%—supports board engagement; committee cadence robust (Audit 11 meetings) .
- Shareholder sentiment: Say-on-Pay support of 97% in both 2023 and 2024 indicates broad investor confidence in compensation governance (contextual signal for board oversight quality) .
RED FLAGS
- None disclosed for Humphrey: no pledging allowed; no related-party transactions flagged; no attendance concerns; no option repricing; clawback policy in place and NYSE/SEC compliant .
Overall, Humphrey brings deep CFO and audit oversight expertise, leads the Board as an independent chair, and appears well-aligned with investor-focused governance practices at O-I. The compensation structure for directors emphasizes simple, time-based equity and market median cash, minimizing risk of misalignment; independence reviews and anti-hedging/pledging policies further mitigate conflict risks .