Samuel Chapin
Director at OI
Board
About Samuel R. Chapin
Independent director since 2020 (tenure ~5 years), age 67. Audit Committee Chair and designated “audit committee financial expert.” Retired Executive Vice Chairman of Bank of America Merrill Lynch (2010–2016) with 30+ years in investment banking. Education: B.A. in Economics, Lafayette College; M.B.A., Wharton. Current outside boards: PHINIA Inc.; Revvity, Inc. (Audit Committee Chair); prior: Circor International, Inc. (2019–2023, Audit Committee Chair). Skills matrix flags financial, governance, global business, risk management experience. Independence affirmed by Board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Bank of America Merrill Lynch / Merrill Lynch | Executive Vice Chairman (2010–2016); Vice Chairman (2003); SVP & Head of Global IB (2001); Managing Director (1993); M&A banker (joined 1984) | 1984–2016 | Led global client relationships; deep capital markets, M&A and financial reporting expertise; qualifies as audit committee financial expert at O-I. |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Revvity, Inc. (formerly PerkinElmer, Inc.) | Director; Audit Committee Chair | Current | Audit leadership; listed public company role. |
| PHINIA Inc. | Director | Current | Public company directorship. |
| Circor International, Inc. | Director; Audit Committee Chair | Jan 2019–Jun 2023 | Prior public company board; audit chair. |
| Lafayette College | Board of Trustees (Emeritus) | Current (emeritus) | Non-profit governance experience. |
Board Governance
- Independence: Board affirmatively determined Chapin is independent; no material relationships beyond director role. NYSE independence standard.
- Committee assignments (2024 activity and current memberships): Audit (Chair). Audit met 11 times in 2024; C&TD 8; Nominating/CG 7.
- Financial expert: Board determined Chapin qualifies as an “audit committee financial expert.” No Audit Committee member serves on >3 public company audit committees (addresses overboarding).
- Attendance and engagement: Full Board met 8 times in 2024; all incumbents attended >75% of their Board/committee meetings; average attendance >95%; all directors attended 2024 annual meeting.
- Board leadership and executive sessions: Independent Board Chair (IBC) leads agenda/exec sessions; non-employee directors met 7 times in executive session in 2024.
- Risk/Cyber oversight: Audit Committee oversees integrity of financials, internal controls, legal compliance, auditor independence, internal audit, and information security/IT/cyber risks.
Fixed Compensation
Policy and 2024 cash outcomes for Chapin.
| Component (2024) | Policy / Amount | Chapin 2024 Cash ($) |
|---|---|---|
| Annual Board Retainer | $92,500 | 92,500 |
| Committee Member Retainer(s) | Audit: $20,000; C&TD: $15,000; Nominating/CG: $10,000 | 20,000 |
| Chair Retainer(s) | Audit Chair: $25,000; IBC: $150,000; C&TD Chair: $20,000; Nominating/CG Chair: $15,000 | 15,727 (Chair or IBC Retainer per disclosure; pro-rated amount reported) |
| Total Cash Earned (2024) | — | 128,227 |
Additional features:
- Directors Deferred Compensation Plan: may defer cash retainers; options to defer into cash or stock unit accounts; cash deferrals accrue interest at Moody’s A-rated corporate bond average yield; distributions in cash, lump sum or installments (2–10 years).
- Matching Gifts Program: company matches eligible director charitable contributions up to $55,000 per calendar year.
Performance Compensation
Director equity is time-based (no performance metrics); emphasis on alignment via annual RSUs and ownership/retention guidelines.
| Equity Element | Terms (2024 unless noted) | Chapin 2024 |
|---|---|---|
| Annual RSU Grant | $150,000 grant-date value (rounded to nearest share) | $150,000 stock awards value |
| Vesting | RSUs vest in full at next annual meeting (or earlier on death, disability, retirement at ≥60); pro-rata vest on other terminations (except removal for cause, forfeiture). | Program terms apply |
| Dividend Equivalents | Granted as tandem dividend equivalents; payable only on RSU vest; paid in cash upon/after vest. | Program terms apply |
| Change in Control | RSUs fully vest upon a change in control (subject to service through event). | Program terms apply |
| 2025 Program Update | Annual RSU grant value increased to $160,000 beginning 2025; no other changes. | N/A for 2024; forward-looking program |
Program governance:
- Target market-median director pay; benchmarked to peer proxies and 25 S&P 500 companies similar in revenue; consultant review concluded no problematic pay practices.
- Pay and governance best practices include a limit on combined annual cash+equity value for non-employee directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Revvity, Inc. (Audit Chair); PHINIA Inc. |
| Prior public boards | Circor International, Inc. (2019–2023; Audit Chair) |
| Interlocks / conflicts | Board independence review found no material relationships for named directors, including Chapin. C&TD Committee disclosed no Item 404 related-person relationships or interlocks in 2024. |
| Overboarding check (audit committees) | No Audit Committee member serves on >3 public company audit committees. |
Expertise & Qualifications
- Audit/financial expertise: Designated “audit committee financial expert”; extensive financial reporting and capital markets background.
- Board/industry skills (Company matrix): Financial, corporate governance, public company management, global business, risk management, marketing/sales.
- Background: 30+ years in investment banking; executive client leadership at global scale. Education: Lafayette (BA Econ), Wharton (MBA).
Equity Ownership
| Item | Amount / Policy |
|---|---|
| Beneficial ownership (as of record date in proxy) | 55,731 shares; <1% of outstanding. |
| Unvested RSUs at 12/31/2024 | 10,933 unvested RSUs for each non-employee director serving at year-end. |
| Cumulative RSUs granted under 2017 Plan (through 3/19/2025) | 55,731 RSUs attributed to Chapin; non-employee director nominees group 379,431. |
| Director ownership guidelines | 5x annual cash retainer (four-year compliance window; retain 100% of net profit shares until met). |
| Hedging / pledging | Prohibited for directors (no hedging, margin purchases, or pledging). |
Governance Assessment
Strengths
- Independent Audit Chair and SEC-defined “financial expert”; leads oversight of financial reporting, auditor independence, internal audit, and cyber/IT risk; signed 2024 Audit Committee Report.
- Strong engagement: Board average attendance >95% and all incumbents >75% threshold; robust executive session cadence (7 in 2024).
- Pay alignment and controls: Majority of director pay shifted to equity; annual RSUs with holding/ownership requirements; explicit cap on non-employee director compensation; no problematic practices per consultant review.
- Overboarding risk moderated: Audit members limited to ≤3 audit committees; Chapin chairs Revvity’s audit but within policy.
Watch items / potential red flags
- Single-trigger vesting on change in control for director RSUs (common for directors but still accelerates vesting without termination).
- Significant matching gift cap ($55,000/year) is a meaningful perquisite; benign but monitor optics if total director pay rises materially.
Related-party exposure and conflicts
- Board independence review found no material relationships for Chapin; C&TD Committee reported no Item 404 relationships/interlocks in 2024.
Executive/board process indicators
- Formalized CEO succession and IBC-defined responsibilities support board effectiveness and continuity.
Fixed Compensation (Detail for 2024)
| Metric | Amount |
|---|---|
| Fees Earned (Cash) – Chapin | $128,227 |
| Breakdown: Board Retainer | $92,500 |
| Breakdown: Chair or IBC Retainer | $15,727 |
| Breakdown: Committee Member Retainer(s) | $20,000 |
Performance Compensation (Detail for 2024)
| Metric | Amount / Terms |
|---|---|
| Stock Awards – Chapin | $150,000 (grant-date fair value) |
| Vesting | Full vest at next annual meeting; pro-rata on certain terminations; full vest on change in control; dividend equivalents paid only on vest. |
| Program Update (2025) | Annual RSU grant increased to $160,000 beginning in 2025. |
Other Directorships & Interlocks (Detail)
| Company | Role | Committee / Chair | Status |
|---|---|---|---|
| Revvity, Inc. | Director | Audit Committee Chair | Current |
| PHINIA Inc. | Director | — | Current |
| Circor International, Inc. | Director | Audit Committee Chair | 2019–2023 |
Governance Policies Referenced
- Director Ownership Guidelines: 5x cash retainer; 4 years to comply; retain net profit shares until threshold met.
- Anti-Hedging and Prohibition on Pledging: Applies to directors and covered personnel.
- Director Pay Benchmarking: Peer proxies + select S&P 500; target median; consultant oversight.
- Compensation/ Governance Best Practices: Non-employee director pay cap; clawback policy compliance with SEC/NYSE; no dividend equivalents on unvested LTI for executives; double-trigger for executive equity; one-year minimum vesting; etc.
Notes on Meetings (2024)
| Body | Meetings |
|---|---|
| Full Board | 8 |
| Audit Committee | 11 |
| Compensation & Talent Development | 8 |
| Nominating/Corporate Governance | 7 |
| Executive Sessions (non-employee directors) | 7 |
Overall view: Chapin brings deep financial and transaction expertise with strong audit leadership credentials. Independence and attendance are solid; compensation is primarily equity-based with robust ownership and anti-hedging/pledging policies. The only notable watch item is single-trigger CIC vesting for director RSUs, which is common but warrants monitoring for optics.