DEF: Greif Inc. Sets 2026 Annual Meeting Agenda, Details Executive Pay

Greif Inc. announces its 2026 Annual Meeting of Stockholders, outlining proposals for director elections, auditor ratification, and advisory votes on executive compensation, alongside detailed financial and governance updates.

Summary

• The 2026 Annual Meeting of Stockholders will be held virtually on February 23, 2026, at 8:00 a.m. Eastern Time.
• Stockholders will vote on the election of ten directors, the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2026, and an advisory vote on Named Executive Officer (NEO) compensation for fiscal 2025.
• The company changed its fiscal year end from October 31 to September 30, effective September 30, 2025, making fiscal 2025 an 11-month transition period.
• Executive compensation for fiscal 2025 reflected strong performance against internal targets, with Short-Term Incentive Plan (STIP) payouts at 138.26% of target and Long-Term Incentive Plan (LTIP) Performance Stock Unit (PSU) payouts at 200% of target.
• Key financial performance measures for compensation include Adjusted EBITDA, Operating Profit Before Special Items (OPBSI), Operating Working Capital (OWC), and Relative Total Shareholder Return (rTSR).
• The CEO to median employee pay ratio for fiscal 2025 was 209 to 1, with the median employee's total compensation at $45,084.
• The company reported Net Income of $863.1 million and Adjusted EBITDA of $511.3 million for fiscal 2025.
• Several executive officer changes were announced, including the retirement of Gary R. Martz and the elimination of Patrick G. Mullaney's position, alongside new appointments to key leadership roles.
• The Board maintains a separate Chairman and CEO structure, with 9 out of 10 directors being independent, and has robust corporate governance practices including a clawback policy for incentive compensation.
• Sustainability efforts continue to be a focus, with highlights including 3.6 million containers reconditioned/recycled in 2024 and 87% of production waste diverted from landfills in 2024.
• The company received multiple awards in 2025 for employee engagement and corporate responsibility, such as the Gallup Exceptional Workplace Award and recognition as a Global Most Loved Workplace.

Sentiment

Score: 7

Explanation: The filing highlights strong internal financial performance leading to high executive incentive payouts, robust corporate governance, and significant achievements in sustainability and employee engagement. While the company's TSR has underperformed its peer group, the operational and strategic execution, including portfolio reshaping and cost optimization, are positive indicators.

Positives

• Strong performance against incentive targets, resulting in 138.26% payout for STIP and 200% for LTIP PSUs in fiscal 2025, indicating effective operational execution.
• CEO's leadership recognized for strengthening company culture, focusing on safety, customer service, value over volume, increased profit margins, and successful portfolio reshaping.
• Maintenance of a strong corporate governance framework with a majority independent board and separate Chairman and CEO roles, enhancing oversight.
• Commitment to sustainability, evidenced by 2030 targets for decarbonization, waste reduction, and circularity, and significant achievements in 2024 (e.g., 3.6 million containers reconditioned, 87% waste diversion).
• High employee engagement, rated in the 85th percentile among manufacturing companies in 2025, earning the Gallup Exceptional Workplace Award.
• Multiple external recognitions and awards in 2025 for ESG performance, corporate responsibility, and workplace culture, including an AA ESG rating by MSCI and Prime status by ISS ESG.
• Implementation of a clawback policy for incentive compensation, aligning with strong governance practices and accountability.
• Strategic adjustments to the peer group for executive compensation to better align with industry, revenue, and market capitalization.

Negatives

• The company's cumulative Total Shareholder Return (TSR) for fiscal 2025 ($156.66 based on a $100 initial investment as of October 31, 2020) is significantly lower than the Peer Group TSR of $863.1 for the same period, indicating underperformance relative to its industry peers.
• Executive departures, including the retirement of Gary R. Martz and the elimination of Patrick G. Mullaney's position, represent a loss of institutional knowledge and signal significant organizational restructuring.
• A decrease in the global employee population by 2,259 employees (16.3%) from fiscal 2024, largely due to the containerboard business divestiture and a cost-optimization program, indicates substantial workforce changes.

Risks

• Risks related to financial statements, financial reporting and disclosure processes, accounting, and legal matters are subject to oversight by the Audit Committee.
• Enterprise risk management program and cyber risk exposures are overseen by the Audit Committee.
• Risks related to the design and structure of compensation and benefits programs are overseen by the Compensation Committee, which reviews incentive compensation arrangements to confirm they do not encourage unnecessary and excessive risk-taking.
• Risks associated with corporate governance policies and procedures and Board performance are overseen by the Nominating Committee.
• Risks associated with Board composition and committee structure are overseen by the Nominating Committee.
• Emergent environmental, social, and governance related issues, risks, and trends that could affect the company's business activities and performance are monitored by the Nominating Committee.
• Significant stockholders, Nicholas J. Petitti and the JDH 2021 Trust, have pledged shares as security for loans, which could introduce market volatility if margin calls or forced sales occur.

Future Outlook

The company's 2030 sustainability targets focus on decarbonization, waste reduction, circularity, and supply chain, including reducing Scope 1 and Scope 2 greenhouse emissions, achieving zero waste to landfill at 97% of production facilities, and accelerating progress to 100% recyclability. Future programs are advancing to create a safer, more engaged, and inclusive workforce, with annual progress towards zero harm globally and expansion of internal human rights assessments. The Board may implement a different leadership structure in the future if deemed appropriate, though the current separate Chairman and CEO roles are considered effective. The Compensation Committee will continue to review the design of the executive compensation program in light of say-on-pay votes and executive compensation developments.

Management Comments

• Mr. Rosgaard's strong leadership and people skills continue to strengthen the Company's culture and teamwork, and the Build to Last strategy provides a common platform of understanding for both our colleagues, investors, and other stakeholders.
• His continued intense focus on employee safety and serving the needs of our customers and suppliers has resulted in high quality products and exceptional customer service.
• His durable focus on value over volume has led to increased profit margins.
• His commitment to maximizing Greif's strengths has resulted in a reshaping of Greif's business portfolio by reducing revenue cyclicality and pursuing higher margin business growth opportunities through acquisitions and organic growth in areas where Greif is a market leader.
• His Build to Last strategy, his focus on innovation, and his foresight and discipline in executing a cost-optimization program continue to create value for shareholders, even in a challenging economic and demand environment.
• Mr. Hilsheimer, as a highly respected financial leader, continues to deliver substantial value to Greif through disciplined execution, thoughtful counsel, and strategic clarity.
• Mr. Bergwall, in his role as Chief Commercial Officer, continues to advance a well-balanced global strategy and strengthen Greif's commercial capabilities.

Industry Context

The company operates in the packaging, paper, manufacturing, and industrial businesses, with a global presence. Its strategic focus on reducing revenue cyclicality and pursuing higher-margin business growth opportunities through acquisitions and organic growth aligns with broader industry trends towards specialization and value creation in mature industrial sectors. Sustainability efforts, including decarbonization, waste reduction, and circularity, are in line with increasing global demand for environmentally responsible packaging solutions and corporate practices. The divestiture of the U.S.-based containerboard business and headcount reductions reflect a strategic repositioning within the competitive landscape.

Comparison to Industry Standards

• The company's peer group for executive compensation includes industry players such as AptarGroup, Inc., Graphic Packaging Holding Company, Sealed Air Corporation, Ashland Inc., H.B. Fuller Company, Silgan Holdings, Inc., Avery Dennison Corporation, Lennox International, Inc., Sonoco Products Company, Berry Global Group, Inc., O-I Glass, Inc., The Scotts Miracle-Gro Company, Cabot Corporation, Owens Corning, The Timken Company, Carlisle Companies Incorporated, Packaging Corporation of America, UFP Industries, Inc., Crown Holdings, Inc., Pactiv Evergreen Inc., and Valmont Industries, Inc.
• The company's cumulative Total Shareholder Return (TSR) of $156.66 for fiscal 2025 (based on a $100 initial investment as of October 31, 2020) is significantly lower than the Peer Group TSR of $863.1 for the same period (Dow Jones U.S. Containers & Packaging Index), indicating underperformance relative to its industry peers over the five-year period.
• The company's employee engagement rating in the 85th percentile among all manufacturing companies in 2025, earning the Gallup Exceptional Workplace Award, suggests strong internal performance relative to industry benchmarks for workforce satisfaction.
• The company's ESG rating of AA by MSCI ESG Research LLC since 2022 and Prime status by ISS ESG in 2025 indicate strong performance in environmental, social, and governance metrics compared to industry standards.
• An EcoVadis score of 75 in 2025 further demonstrates a high level of sustainability performance relative to industry peers.

Management Changes

Corporate Governance

Related Party Transactions

• Legal services provided by Baker & Hostetler LLP (Frank C. Miller, a director, is a partner) totaling less than $1,000,000 in fiscal year 2025. The Board determined this was not material.
• Uniform services purchased from Vestis Corporation (Kimberly T. Scott, a director, was President and CEO until March 2025) totaling less than $25,000 in fiscal year 2025. The Board determined this was not material.
• Recyclable fiber purchased from Tarkett (Kimberly T. Scott's husband is SVP Operations) totaling less than $10,000 in fiscal year 2025. The Board determined this was not material.
• Cores supplied to Tarkett (Kimberly T. Scott's husband is SVP Operations) generating approximately $2,000,000 in revenue for the company in fiscal year 2025. The Board determined this was not material.

Stakeholder Impact

• Shareholders: Direct impact through voting on directors, auditor, and executive compensation. Potential impact from TSR underperformance relative to peers, but positive impact from strong internal financial performance and strategic initiatives aimed at long-term value creation.
• Employees: Significant workforce reduction (16.3% decrease) due to divestiture and cost-optimization program. Positive impact from high employee engagement, awards for workplace culture, and focus on safety and human rights.
• Customers: Continued focus on high-quality products and exceptional customer service. Collaboration with customers on innovative, environmentally friendly packaging solutions.
• Suppliers: Engagement and collaboration with suppliers to deliver innovative products and support decarbonization goals.
• Creditors: Pledging of shares by significant stockholders as security for loans could be a minor concern, but overall financial health appears strong based on incentive payouts.

Next Steps

• Stockholders are to vote on director elections, auditor ratification, and advisory executive compensation at the 2026 Annual Meeting on February 23, 2026.
• The Compensation Committee will consider the outcome of the advisory vote on executive compensation when considering future arrangements.
• The Audit Committee will continue to oversee financial reporting, internal controls, and the independent auditors for fiscal year 2026.
• Management will continue to execute the 'Build to Last' strategy, focusing on value over volume, higher-margin growth opportunities, and cost optimization.
• The company will continue to advance its 2030 sustainability targets, including decarbonization, waste reduction, and circularity.
• The company will continue to advance programs for a safer, more engaged, and inclusive workforce.

Key Dates

Recommendation

The company demonstrates strong internal operational performance, as evidenced by high executive incentive payouts and positive management reviews. Its commitment to corporate governance, sustainability, and employee welfare are commendable. However, the reported Total Shareholder Return (TSR) significantly lags its peer group, suggesting that while internal execution is strong, market perception or external factors may be weighing on stock performance. The strategic portfolio reshaping and cost optimization efforts are positive long-term moves, but the immediate impact on shareholder value relative to the industry needs to be monitored. Given the mixed signals of strong internal execution but lagging market performance, a 'hold' recommendation is appropriate, awaiting clearer signs of TSR improvement relative to peers.

Keywords

Greif, SEC filing, proxy statement, executive compensation, corporate governance, director election, auditor ratification, financial performance, sustainability, ESG, total shareholder return, EBITDA, OPBSI, OWC, pay ratio, management changes, related party transactions, stock ownership, incentive plans