Not independent
Tenure on this board
4.3 yrs
10 nominees · 3 ballot items.
Election of ten directors; Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026; Advisory approval of Named Executive Officers’ compensation for fiscal 2025.
Elect ten directors to serve for a one-year term.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Proposal 2 asks stockholders to ratify Deloitte & Touche LLP as Greif's independent auditor for fiscal 2026. Management seeks shareholder ratification as a matter of good corporate practice though stockholder approval is not required by law. The Audit Committee and Board recommend a vote FOR, citing Deloitte's reputation, qualifications, history as the auditor since 2014, and the firm's experience auditing Greif's financial statements and internal controls. Ratification acts as a check on auditor selection and provides comfort to investors, but the Audit Committee may still change auditors if it deems necessary. Because the proposal is routine, broker-dealers may exercise discretionary voting authority on uninstructed shares. The Board's recommendation emphasizes continuity and confidence in audit quality; the potential governance significance is limited because the vote is advisory and the Audit Committee retains ultimate authority to hire or fire auditors. The likely investor considerations include audit fees, auditor independence (disclosed fees and pre-approval policy), and recent audit-related services tied to transactions like the containerboard divestiture, all discussed in the proxy. The vote has limited operational impact but is a standard governance practice.
Approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement for fiscal 2025.
Proposal 3 requests an advisory 'say-on-pay' approval of executive compensation for fiscal 2025. Management is seeking non-binding approval from stockholders to confirm that its pay practices, including base salary, STIP, and LTIP awards, and compensation governance (stock ownership guidelines, clawback policy, use of independent consultants) are aligned with stockholder interests. The Compensation Committee recommends a FOR vote, highlighting pay-for-performance alignment, heavy weighting of at-risk incentives (STIP and LTIP), objective metrics (OPBSI, OWC, EBITDA, TSR), and governance safeguards. Investors will weigh program generosity, realized payouts (including a 200% payout on PSUs for 2023-2025), and the Committee's discretion in setting performance metrics; while advisory, the vote signals stockholder sentiment and may influence future compensation design. The proposal also reflects recent actions such as divestitures and performance adjustments that affected incentive calculations. Overall, the Board frames this as aligning executive pay with long-term shareholder value and seeks endorsement via an advisory vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.13% | 1,906,034 | $128M |
| 2 | BlackRock, Inc. | 4.03% | 1,857,140 | $125M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.87% | 1,322,170 | $89M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.79% | 1,285,501 | $86M |
| 5 | FULLER THALER ASSET MANAGEMENT, INC. | 2.68% | 1,238,623 | $83M |
| 6 | STATE STREET CORP | 1.97% | 909,408 | $62M |
| 7 | BlackRock, Inc. | 1.88% | 865,384 | $58M |
| 8 | DEPRINCE RACE ZOLLO INC | 1.73% | 797,912 | $54M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.55% | 712,967 | $48M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 1.46% | 672,359 | $45M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.