Kevin Berryman

About Kevin C. Berryman

Kevin C. Berryman, age 66, has served on SEE’s Board since 2022. He is an independent director designated as an audit committee financial expert, chairs the Audit Committee, and serves on the People & Compensation (P&C) and Executive Committees . Berryman retired in 2024 as President and CFO of Jacobs Solutions Inc.; prior roles include EVP & CFO at International Flavors & Fragrances (2009–2014) and 25 years at Nestlé in finance and operations. He holds a BA in economics from Occidental College and an MBA in finance from UCLA, where he is a board member of the Center for Global Management .

Past Roles

External Roles

Board Governance

• Independence: Board determined all non‑employee director nominees, including Berryman, are independent under NYSE and SEE standards .
• Committee assignments: Audit (Chair), P&C (Member), Executive (Member). Audit Committee members are independent; Berryman and Ahmad identified as audit committee financial experts .
• Attendance: In 2024, the Board held five meetings; each current director attended at least 90% of aggregate Board and committee meetings on which they served .
• Meeting cadence: Audit (7), N&CG (5), P&C (5) meetings in 2024; Executive Committee did not meet in 2024 .
• Risk and ESG oversight: Audit Committee oversees cybersecurity, financial risk, internal controls, and assurance processes for ESG disclosure; N&CG oversees governance and environmental matters; P&C oversees social aspects and human capital .
• Say‑on‑pay outcomes: 2025 advisory vote received 107,624,526 “For” vs. 20,831,450 “Against” (585,693 abstain; 9,647,506 broker non‑votes). 2024 say‑on‑pay approval was ~90% per proxy disclosure .

Fixed Compensation

Notes:

• 2024 cash fees match Audit Chair ($25,000) plus P&C member ($10,000). Berryman elected to have the cash portion of his annual retainer paid in stock units; thus cash reflects committee fees only .
• Director compensation components and 2024 fee schedule:
  • Annual retainer – other directors: $110,000 cash (electable in stock) + $160,000 stock .
  • Audit Committee Chair: $25,000; P&C Committee Chair: $20,000; Audit/P&C members: $10,000; N&CG member: $7,500 .
  • Director education: $2,000/day; reimbursements paid in cash .

Performance Compensation

Other Directorships & Interlocks

• Current public company boards: ITT Inc. (Audit Committee Chair) .
• Committee interlocks: SEE’s P&C Committee (members include Berryman) disclosed no compensation committee interlocks or insider participation in 2024 .
• Audit load policy: SEE prohibits serving on audit committees of more than two other public companies; Berryman serves on SEE’s Audit and ITT’s Audit, within policy .

Expertise & Qualifications

• Finance and operations leadership: CFO roles at Jacobs and IFF; deep experience in treasury, M&A, strategic planning (Nestlé) .
• Audit/controls: Oversaw internal audit at Jacobs; designated audit committee financial expert at SEE .
• ESG/sustainability: Executive Sponsor for Jacobs’ PlanBeyond; founding member representative to UN Global Compact CFO Coalition for SDGs .
• Education: BA economics (Occidental); MBA finance (UCLA) .

Equity Ownership

Additional alignment provisions:

• Stock ownership guidelines: 5x cash retainer for directors ($550,000 for non‑chair; $895,000 for chair). Directors have 5 years from first election to meet the guideline; Berryman is within the initial window .
• Hedging/pledging: Directors prohibited from hedging, speculative trading, margin purchases or borrowing against accounts with SEE securities; pledging not allowed (except limited 401(k) loans) .
• Retainer shares: Directors may not sell/encumber retainer shares while serving; gifts permitted if beneficial ownership retained .
• Deferrals: Director retainers can be deferred into stock units; Berryman elected stock units for the cash retainer in 2024, increasing equity alignment .

Governance Assessment

• Strengths: Independent status; Audit Committee Chair and financial expert; strong attendance; robust audit oversight including ESG assurance and cybersecurity risk; equity‑heavy pay mix due to election to receive cash retainer in stock units; say‑on‑pay support indicates broader investor confidence .
• Alignment: Holds 18,102 deferred stock units; subject to strict ownership guidelines and anti‑hedging/pledging policies; restrictions on retainer share transfers reinforce long‑term alignment .
• Potential watch items: Not yet at ownership guideline as of March 31, 2025 (within permissible window); continued monitoring of time commitments across audit chairs and ensuring compliance with SEE’s limit on multiple audit committee memberships .
• Conflicts/related‑party: No related‑party transactions or compensation committee interlocks disclosed for 2024; policies on related‑person transactions and governance materials are publicly available, supporting transparency .