Vitaliano Torno
Senior Vice President, Chief Transformation Officer and President of O-I Europe at OI
Executive
About Vitaliano Torno
Senior Vice President, Chief Transformation Officer and President of O-I Europe since August 1, 2024; previously Senior Vice President, Global Business Operations and President O-I Europe through July 31, 2024 . Compensation is structurally aligned with performance: 2024 STI paid 0% as enterprise EBIT and FCF missed thresholds , while long-term PSUs (EPS/ROIC with r-TSR modifier) for the 2022–2024 cycle paid 114.3% reflecting strong 2022–2023 results and a 0.94 r-TSR modifier at the 42nd percentile . He exceeds the Switzerland-based stock ownership guideline (required 1.5× salary vs. actual 3.9× salary as of June 30, 2024), supporting alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| O-I Glass, Inc. | Senior Vice President, Chief Transformation Officer and President O-I Europe | Aug 1, 2024–present | Leads transformation aligned to Fit to Win, focusing on cost reduction, efficiency, and economic profit |
| O-I Glass, Inc. | Senior Vice President, Global Business Operations and President O-I Europe | – Jul 31, 2024 | Oversight of European operations; supports value creation roadmap execution |
Fixed Compensation
Multi-year NEO compensation (USD):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $836,052 | $946,685 | $996,035 |
| Stock Awards (RSUs + PSUs grant-date fair value) | $817,274 | $766,699 | $822,392 |
| Non-Equity Incentive Plan (STI) | $1,128,670 | $891,301 | $0 (no payout) |
| Non-Qualified Deferred Comp Earnings | $594,994 | $808,534 | $108,123 |
| All Other Compensation | $33,682 | $40,442 | $49,055 (incl. $15,141 financial planning; $33,475 automobile lease) |
| Total | $3,410,672 | $3,453,661 | $1,975,605 |
Key STI terms (company-wide targets apply to NEOs):
- Target bonus: 75% of salary (Switzerland-based)
- Measures/weights: EBIT 80%, FCF 20%
Performance Compensation
2024 Short-Term Incentive (enterprise performance and payout):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| EBIT ($mm) | 80% | $760 | $950 | $1,050 | $643 | 0.0% |
| FCF ($mm) | 20% | $105 | $150 | $195 | $(84) | 0.0% |
| Total Payout | 0.0% |
Long-Term Incentive (PSU) framework and results:
- PSU metrics and weights: EPS 50%; ROIC 50%; 3-year r-TSR ±20% modifier vs. S&P 1500 Materials
- Structure: annual EPS/ROIC goals banked over 3 years; r-TSR applied on full period
PSU performance (2022–2024 cycle, company-level):
| Year | EPS (Actual) | EPS Payout (% of target) | ROIC (Actual) | ROIC Payout (% of target) | r-TSR Modifier | Combined Payout |
|---|---|---|---|---|---|---|
| 2022 | $2.30 | 189.7% | 8.71% | 161.9% | — | 165.3% (post modifier) |
| 2023 | $3.09 | 200.0% | 10.47% | 177.9% | — | 177.7% (post modifier) |
| 2024 | $0.81 | 0.0% | 4.86% | 0.0% | 0.94 (42nd percentile TSR) | 0.0% (post modifier) |
| 3-Year Total | — | — | — | — | 0.94 | 114.3% overall |
Vitaliano Torno’s 2024 LTI grants:
| Award | Grant Date | Threshold Units | Target Units | Max Units | Grant-Date Fair Value |
|---|---|---|---|---|---|
| PSUs (2024–2026) | 3/7/2024 | 6,724 | 28,017 | 67,241 | $507,108 |
| RSUs | 3/7/2024 | — | 18,678 | — | $315,285 |
Vesting schedules:
- RSUs: equal annual installments over 3 years from grant/vesting commencement date
- PSUs: vest based on EPS/ROIC results with r-TSR modifier at end of 3-year performance period
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 227,213 shares |
| Unvested Restricted Stock with voting power | 7,000 shares |
| Outstanding RSUs (as of 12/31/2024) | 18,678 (2024 grant) ; 8,387 (2023 grant) ; 8,146 (2022 grant) |
| Outstanding PSUs (as of 12/31/2024) | 6,724 (2024–2026) ; 4,529 (2023–2025) ; 41,902 (2022–2024, assumes 114.3% payout) |
| Ownership Guideline (Switzerland-based Senior Leader) | Required: 1.5× salary; Actual: 3.9× salary (as of Jun 30, 2024; 200-day avg price $15.08) |
| Hedging/Pledging | Company prohibits hedging and pledging by directors/officers |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (Executive Severance Policy) | Lump sum equal to 2× base salary + target bonus; up to 24 months health benefits; standard outplacement; excise tax “best net” cutback; requires 2-year non-compete/non-solicit and release |
| Change-in-Control (equity) | Double trigger: if awards assumed, RSUs continue on schedule; PSUs remain and pay after period; if not assumed, RSUs vest and PSUs vest at target immediately prior to CoC; severance applies upon qualifying termination within 24 months |
| Disability/Death (equity) | RSUs fully vest; PSUs remain eligible based on performance; standard life insurance programs apply; Swiss plan provides death/disability pension benefits |
| Potential Payments (Vitaliano Torno; Dec 31, 2024 scenario) | Retirement total $7,132,497; Involuntary Not for Cause $10,655,793 (incl. $3,503,296 severance); For Cause $10,858,262; Disability $7,334,966; Death $7,680,238 (includes executive retiree life insurance) |
Other benefits:
- Swiss Pension Plan present value $5,691,728 (as of 12/31/2024)
- Executive retiree life insurance benefits included; health & welfare benefits line items include tax gross-up for this benefit
Clawback policy and plan governance:
- Clawback (SEC/NYSE compliant) applies to incentive-based compensation for restatements; board may apply to non-financial metrics
- Equity plan prohibits option/SAR repricing without shareholder approval; minimum 1-year vesting (limited exceptions)
Investment Implications
- Pay-for-performance evidenced by 0% STI for 2024 (enterprise EBIT $643mm; FCF $(84)mm below thresholds), limiting cash payouts in weak operating years and reducing near-term selling pressure from cash bonuses .
- PSUs for 2022–2024 paid 114.3% on strong 2022–2023 EPS/ROIC, with r-TSR at the 42nd percentile (modifier 0.94); 2024 EPS/ROIC banked 0%, tightening forward PSU outcomes (2023–2025; 2024–2026) and tying future vesting to recovery in fundamentals .
- Upcoming RSU vesting cadence (three-year ratable from 2024 grant; additional tranches from 2023/2022 grants) can create periodic withholding-related supply, though anti-hedging/pledging policy reduces alignment risk; current ownership exceeds guideline (3.9× vs. 1.5×) supporting retention alignment .
- Severance/change-in-control economics are material (e.g., ~$3.5mm severance; double-trigger equity) and warrant consideration in event-driven scenarios; Swiss executive retiree life insurance tax gross-up is shareholder-unfriendly compared to Company’s general prohibition on perquisite gross-ups for current NEOs, a modest governance red flag to monitor .