DEF 14A 1 oi-20210511xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

O-I GLASS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

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(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:


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NOTICE OF ANNUAL MEETING OF SHARE OWNERS

Tuesday, May 11, 2021 at 9:00 a.m. EDT

Online only at:www.virtualshareholdermeeting.com/OI2021

To Our Share Owner:

You are cordially invited to attend the Annual Meeting (the “Annual Meeting”) of the share owners of O-I Glass, Inc. (the “Company” or “O-I”). As part of our precautions regarding the COVID-19 pandemic and to support the health and well-being of our directors, officers, employees and share owners, the Annual Meeting will be held exclusively online and you will not be able to attend the meeting in person. You can attend the Annual Meeting at www.virtualshareholdermeeting.com/OI2021 and login by entering the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability of proxy materials.

At this meeting, you will have a chance to vote upon the following matters:

Proposal

  

Board
Recommendation

  

For more
information

1.  The election of 12 directors, each to serve for a term of one year

FOR
each of the nominees for election to the Board of Directors

Page 6

2.  The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021

FOR
the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021

Page 68

3.  The approval of the O-I Glass, Inc. Second Amended and Restated 2017 Incentive Award Plan

FOR
the approval of the O-I Glass, Inc. Second Amended and Restated 2017 Incentive Award Plan

Page 69

4.  An advisory vote to approve named executive officer compensation for 2020

FOR
the advisory vote to approve named executive officer compensation for 2020

Page 79

Mail Date:

The Company intends to commence distribution of this notice and the accompanying Proxy Statement and proxy card on or about March 31, 2021.

Record Date:

The Board fixed the close of business on March 15, 2021, as the record date for the determination of share owners owning the Company’s common stock, par value $.01 per share, entitled to notice of, and to vote at, the Annual Meeting.


Your Vote is Important:

Whether or not you plan to virtually attend the Annual Meeting, please authorize a proxy to vote your shares as soon as possible to ensure that your shares will be represented at the Annual Meeting. Enclosed is a proxy card that provides you with a convenient means of voting on the matters to be considered at the Annual Meeting. All you need do is mark the proxy card to indicate your vote, sign and date the card, then return it in the enclosed envelope as soon as conveniently possible. If the shares are held of record in more than one name, all holders of record should sign the proxy card. If you are a share owner of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted: for each of the Board nominees, for the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021, for the approval of the O-I Glass, Inc. Second Amended and Restated 2017 Incentive Award Plan, and for the advisory vote to approve named executive officer compensation for 2020. As an alternative to returning the proxy card, you may use the Internet or telephone to submit your proxy as described in the enclosed Proxy Statement and on the proxy card.

We sincerely appreciate your ongoing support of O-I Glass, and thank you for exercising your right to vote your shares.

By order of the Board of Directors,

ANDRES A. LOPEZ
Chief Executive Officer

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DARROW A. ABRAHAMS
Corporate Secretary

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March 31, 2021

Perrysburg, Ohio


TABLE OF CONTENTS

Page

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHARE OWNERS

1

Who May Vote

1

How to Vote

2

Deadline

2

Householding

2

Further Instructions Regarding “How to Vote”

2

Revocability of Proxies

3

Vote Required to Approve Matters

3

Other Matters

3

ESG and Sustainability

3

PROPOSAL 1: ELECTION OF DIRECTORS

6

General

6

Information on Nominees

6

GOVERNANCE INFORMATION

12

Board Leadership Structure

12

Executive Sessions

12

Risk Oversight

12

General Board Responsibilities

12

Board Independence

12

Board Member Stock Ownership

13

Board Size

13

Board Meeting Attendance

13

Corporate Governance Guidelines

13

Board Nominees

13

Director Experience and Skills

14

Director Diversity

15

Code of Business Conduct and Ethics

15

Communicating with the Board

15

BOARD AND COMMITTEE MEMBERSHIP

16

Current Committee Membership

16

Audit Committee

16

Compensation and Talent Development Committee

17

Nominating/Corporate Governance Committee

17

Risk Oversight Committee

17

DIRECTOR COMPENSATION AND OTHER INFORMATION

19

Director Compensation

19

Related Person Transactions

21

Compensation and Talent Development Committee Interlocks and Insider Participation

21


TABLE OF CONTENTS (continued)

B

Page

EXECUTIVE COMPENSATION

22

Compensation Discussion and Analysis

22

Compensation and Talent Development Committee Report

47

2020 Summary Compensation Table

48

Grants of Plan-Based Awards in 2020

50

Outstanding Equity Awards at Fiscal Year End 2020

51

Option Exercises and Stock Vested in 2020

53

Pension Benefits

54

Non-Qualified Deferred Compensation

55

Potential Payments upon Termination or Change in Control

55

CEO PAY RATIO

63

AUDIT COMMITTEE REPORT

64

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

65

Fees Paid to Ernst & Young LLP

65

Pre-Approval of Independent Registered Public Accounting Firm Services

65

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

68

PROPOSAL 3: APPROVAL OF THE COMPANY’S SECOND AMENDED AND RESTATED 2017 INCENTIVE AWARD PLAN

69

PROPOSAL 4: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 2020

79

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

81

2022 ANNUAL MEETING OF SHARE OWNERS

83

FORWARD LOOKING STATEMENTS

83

PROXY SOLICITATION

83

APPENDIX A

A-1

APPENDIX B

B-1


PROXY STATEMENT FOR THE ANNUAL MEETING OF SHARE OWNERS TO BE HELD MAY 11, 2021

The Annual Meeting of the share owners of O-I Glass, Inc. will be held on Tuesday, May 11, 2021, at 9:00 a.m. EDT, solely by means of remote communication, in a virtual only format. You will not be able to attend the Annual Meeting in person. You can attend the Annual Meeting at the meeting time by visiting www.virtualshareholdermeeting.com/OI2021 and entering the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”). The Annual Meeting will begin promptly at 9:00 a.m. EDT. Online check-in will begin at 8:45 a.m. EDT, and you should allow ample time for the online check-in procedures.

As part of its precautions regarding the COVID-19 pandemic, by hosting the Annual Meeting online, the Company is able to ensure the health and safety of its directors, officers, employees and share owners. This approach also aligns with the Company’s broader sustainability goals. Attendance at the virtual Annual Meeting will provide you with the same rights to participate as you would have at an in-person meeting. Once admitted to the Annual Meeting, you may submit questions, vote or view the Company’s list of share owners by following the instructions that will be available on the meeting website. During the Annual Meeting, share owners will: (1) vote to elect 12 directors, each to serve a term of one year; (2) consider the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021; (3) vote to approve the O-I Glass, Inc. Second Amended and Restated 2017 Incentive Award Plan; and (4) participate in an advisory vote to approve named executive officer compensation for 2020.

This Proxy Statement has been prepared in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies for the Annual Meeting and provides information concerning the persons nominated by the Board for election as directors, and other information relevant to the Annual Meeting. The Company intends to commence distribution of this Proxy Statement and the accompanying proxy card on or about March 31, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHARE OWNERS TO BE HELD ON MAY 11, 2021

The Securities and Exchange Commission (“SEC”) has adopted a “Notice and Access” rule that allows companies to deliver a Notice of Internet Availability to share owners in lieu of a paper copy of the proxy statement and related materials and the Company’s 2020 Annual Report to share owners. The Notice of Internet Availability provides instructions on how share owners can access the proxy materials online, contains a listing of matters to be considered at the meeting, and sets forth instructions on how shares can be voted. Shares must be voted either by telephone, on the Internet or by completing and returning a proxy card. Shares cannot be voted by marking, writing on and/or returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are set forth on the Notice of Internet Availability.

The Notice of Annual Meeting and Proxy Statement, the Company’s 2020 Annual Report to share owners and the Stakeholder Letter are available at www.proxyvote.com. You will need your assigned control number to vote your shares. Your control number can be found on your proxy card.

Who May Vote

You will be entitled to vote online during the Annual Meeting if you are a share owner of record as of the close of business on March 15, 2021 (the “record date”). Share owners who hold their shares beneficially in street name through a nominee (such as a bank or broker) may also vote online during the Annual meeting. At the close of business on the record date, 157,878,242 shares of the Company’s common stock, par value $.01 per share (“Common Stock”), were outstanding. Each share of Common Stock entitles the holder of record to one vote on all matters to be voted upon at the Annual Meeting. Shares of Common Stock held by the trustee under the Company’s 401(k) plans must be voted by the trustee in accordance with written instructions from participants in such plan or, as to those shares for which no instructions are received, in a uniform manner as a single block in accordance with the instructions received with respect to the majority of shares for which instructions were received from participants.

2021 Proxy Statement    

1


How to Vote

If shares are owned of record in the share owner’s name, the share owner may cause these shares to be voted at the Annual Meeting in one of four ways.

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Internet

Phone

Mail

During the Meeting

Visit www.proxyvote.com. Be sure to have the control number found on the proxy card, follow the voting instructions and confirm that your votes have been accurately recorded.

Call the toll-free number (for residents of the U.S. and Canada) listed on the proxy card. You must enter the control number listed on the proxy card and follow the instructions.

Send your completed and signed proxy card promptly in the enclosed envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Follow the instructions contained in this Proxy Statement to virtually attend the Annual Meeting and vote your shares during the Annual Meeting.

Deadline

The deadline for submitting a proxy by internet or telephone is 11:59 p.m., EDT, on May 10, 2021. If a proxy is submitted by internet or telephone, the share owner does not need to return the proxy card. If the share owner chooses to submit its proxy by mail, the deadline for Broadridge to receive and count a proxy by mail is 11:59 p.m., EDT, on May 10, 2021.

Householding

To reduce costs and the environmental impact of the Company’s Annual Meeting, a single copy of the Proxy Statement and 2020 Annual Report to Share Owners will be delivered to two or more share owners who share an address, unless contrary instructions have been received from an affected share owner, a practice commonly referred to as “householding.” The Company will promptly deliver, upon written or oral request, individual copies of the proxy materials to any share owner at the shared address to which single copies of those documents were delivered. To make such a request, please contact Broadridge Householding Department by phone at 1-866-540-7095 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717.  If you are a share owner of record and would like to enroll in this householding service or would like to receive individual copies of future proxy materials, please contact Broadridge Householding Department by phone at 1-866-540-7095 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Share owners who hold their shares beneficially in street name should contact their bank, broker or other holder of record to request information about householding.

Further Instructions Regarding “How to Vote”

The telephonic and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures allow share owners to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded.

Share owners who hold their shares beneficially in street name through a nominee (such as a bank or broker) may be able to submit their proxy by telephone or the Internet as well as by mail. The share owner should follow the instructions received from the nominee to vote these shares. Share owners who hold their shares beneficially in street name can also choose to vote online during the Annual Meeting.

The proxy card lists each person nominated by the Board for election as a director. Proxies duly executed and received in time for the meeting will be voted in accordance with share owners’ instructions. If no instructions are given, proxies will be voted to (a) elect each of the 12 nominated directors of the Company for a term of one year to expire at the Annual Meeting in 2022; (b) ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021; (c) approve the Company’s Second Amended and Restated 2017 Incentive Award Plan; (d) approve, on an advisory basis, the compensation of the Company’s named executive officers for 2020; and (e) in the discretion of the proxy holders as to any other business that may properly come before the meeting.

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Revocability of Proxies

Any proxy solicited hereby may be revoked by the person or persons giving it at any time before it has been exercised at the Annual Meeting by (a) giving notice of revocation to the Company in writing addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999; (b) submitting a later dated proxy; or (c) voting online during the Annual Meeting.

Vote Required to Approve Matters

There must be a quorum for the transaction of business at the meeting. A majority in voting power of the Common Stock issued and outstanding and entitled to vote at the meeting, the holders of which are present virtually or represented by proxy, shall constitute a quorum. If you submit a properly executed proxy card or a telephonic or Internet proxy, or you are present at the meeting virtually, even if you abstain from voting, your shares will be considered part of the quorum. Broker non-votes (shares held by a broker or nominee that are represented at the meeting, but with respect to which the broker or nominee is not empowered to vote on a proposal) are included in determining the presence of a quorum.

Proposal One. Each director to be elected by the share owners of the Company shall be elected by the affirmative vote of a majority of the votes cast with respect to such director by the shares represented and entitled to vote thereon. For purposes of electing directors, a “majority of the votes cast” means that the number of votes cast “for” a candidate for director exceeds the number of votes cast “against” that director (with “abstentions” and “broker non-votes” not counted as votes cast as either “for” or “against” such director’s election). The Board has established procedures under which any director who is not elected shall offer to tender his or her resignation to the Board.

Proposal Two. The affirmative vote of the holders of a majority in voting power of the Common Stock present virtually or represented by proxy and entitled to vote thereon is required to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021. Abstentions will have the same effect as votes “against” this proposal. “Broker non-votes” are not expected for this proposal as NYSE rules allow brokers or nominees to exercise discretionary voting authority on this “routine” proposal.

Proposal Three. The affirmative vote of the holders of a majority in voting power of the Common Stock present virtually or represented by proxy and entitled to vote thereon is required for the approval of the O-I Glass, Inc. Second Amended and Restated 2017 Incentive Award Plan. Abstentions will have the same effect as votes “against” this proposal and “broker non-votes” will not be counted in determining whether this proposal has been approved.

Proposal Four. The affirmative vote of the holders of a majority in voting power of the Common Stock present virtually or represented by proxy and entitled to vote thereon is required for the advisory vote to approve named executive officer compensation for 2020. Abstentions will have the same effect as votes “against” this proposal and “broker non-votes” will not be counted in determining whether this proposal has been approved.

Other Matters

Management of the Company does not know of any matter that will be presented for action at the 2021 Annual Meeting other than as described in this Proxy Statement. However, if any other matter should properly be brought to a vote at the meeting, or any adjournment or postponement thereof, all shares covered by proxies solicited hereby will be voted with respect to such matter in accordance with the proxy holders’ discretion.

ESG and Sustainability

Driven by innovation, the Company will continue to lead the way by focusing on its processes, products, and people to achieve its vision of being the most innovative, sustainable, and chosen supplier of brand-building packaging solutions.

2021 Proxy Statement    

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ESG and Sustainability at a Glance

1st

1st

1st

1st

Glass container maker with approved Science Based Targets initiative (SBTi) emissions reduction target

Green Bond for a food and beverage packaging maker (€500 million aggregate principal amount of senior notes due 2025)

Food and beverage packaging maker to achieve platinum rating in material health on the Cradle to Cradle Certification Product Scorecard

Glass packaging maker with dedicated R&D Innovation Center to reinvent glass making for a sustainable future

Enhanced ESG Governance

Board committee oversight

Appointed Chief Sustainability Officer

Organized Global Advisory Committee

Created Global Sustainability Network

Strategic Goals

Expanded to nine initiatives and doubled number of goals within these initiatives

NAMA Emissions Award for Colombia plant

35% of 2020 furnace footprint using at least 50% recycled content

People

Safety improvements led to a reduction in total recordable incident rate by 28% in 2020

Signed CEO Action for Diversity & Inclusion pledge

Created Global Executive Diversity and Inclusion Council

Corporate Equality Index score improved 30% in 2020

Named to Forbes list (No. 52) of 500 Best Large Employers

Community

Existing charitable foundation for 80 years

Donated over $1.5 million in 2020

Employee matching gift program

Employee paid time off for volunteering

Financially supporting COVID-19 vaccine awareness

Our vision is to be the most innovative, sustainable, and chosen supplier of brand-building packaging solutions. While we believe glass packaging is already the most sustainable packaging solution, sustainability at the Company is about more than what we make. It also is about how we make it. It is about the interconnected ecosystem that involves our suppliers, our customers, our people, and the communities where we operate. It is about achieving a balance of our operations and our products with the current and future needs of our communities, the planet, and our collective prosperity. At the Company, the journey to this balance—sustainability—is grounded in innovation and the ever-present challenge to find ways to transform what we do.

For more than 100 years—through two pandemics, two world wars, Prohibition, the Great Depression, the 1970s Energy Crisis, and countless economic and social upheavals—the Company has been here to invent, design, produce, and transform packaging solutions to meet the needs of generations of consumers.  

Our sustainability ambitions for today and tomorrow are grounded in the same resiliency created by our foundational commitment to innovation and transformation of our processes, products, and relationships with our stakeholders.  While improving legacy technologies as well as reducing, reusing, and recycling are necessary steps, they alone are not sufficient to achieve the sustainability ambitions of the global community—or those of the Company.

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    2021 Proxy Statement


This is why the Company is reimagining and reinventing the business model for glass packaging. We see a future where the innate circularity of glass meets the Company’s disruptive MAGMA melting technology and other innovations to change how glass is made and sold. With the start-up in February of 2021 of our full-scale commercial Generation One MAGMA line in our Holzminden, Germany plant, the Company is one step closer to bringing this vision to life.

The governance and sustainability infrastructure we have built, and continue to improve, is the foundation and enabler of our ESG ambitions. In 2020, we introduced structural enhancements to deepen and accelerate our progress. We enhanced our governance by giving ESG and sustainability oversight, including guidance on long-term ESG strategy, to our Nominating and Corporate Governance Committee. We appointed a Chief Sustainability Officer, created a global and executive sustainability advisory committee, created a global executive diversity and inclusion council, and created a sustainability leadership network in every country group.

To ensure our ESG and sustainability efforts address issues material to the Company and our stakeholders and align with the United Nations Sustainable Development Goals, we elevated and expanded our ambitions to include nine different initiatives: People, Supply Chain, Engineering and R&D, Raw Materials, Energy, Water, Waste, Emissions, and Social Engagement. We also doubled the number of our global goals inside these initiatives from five to ten. We summarize our strategy to bring this vision to life in one sentence: we will achieve balance, together, by transforming what we do.

The sustainability balance we seek requires integrated cooperation among stakeholders around shared goals and collaborative changes in what we do and how we do it. Our strategy toward progress continues to focus on translating our goals into actionable local objectives and then partnering with customers, suppliers, and communities to achieve our overlapping objectives.

Our approach has produced a number of sustainability and ESG firsts, including the first glass packaging maker to have an approved SBTi emissions reduction target, issue a green bond, achieve platinum status for material health from Cradle to Cradle Certification, and establish a dedicated R&D Innovation center to improve and reinvent glass-making technology.

Our progress includes forward momentum of our processes and products. We will continue to add more state-of-the-art gas-oxygen furnaces to our furnace footprint. Two of our innovative factories reduce carbon intensity and increase energy efficiency by shifting waste heat to community use. In 2020, 30% of our furnaces averaged 50% recycled glass usage, which lowers carbon emissions. Our factories continue to receive recognitions, including a NAMA Gold recognition for emissions reduction in our Ziqaquira, Colombia plant. We have introduced innovative new container designs. Our glass advocacy campaign and outreach on recycling continue to re-balance the dialogue on the sustainability of glass packaging.

Our long history of investment in our people and community engagement is also moving forward. Safety improvements led to a reduction in our total recordable incident rate by 28% in 2020. Our Corporate Equality Index score increased. We signed the CEO Action for Diversity & Inclusion pledge, and were named to Forbes Best Large Employer list. Our 80-year-old charitable foundation continued to provide grants, matching employee gifts, and donations to causes supporting the environment, the arts, and community well-being—including funds to support COVID-19 vaccine awareness efforts.

Together with our stakeholders, the Company is committed to realizing our vision of being the most sustainable maker of rigid packaging.

2021 Proxy Statement    

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PROPOSAL 1: ELECTION OF DIRECTORS

General

The Board currently consists of 12 members whose terms expire at this year’s Annual Meeting. The Board believes that refreshment is important to help ensure that Board composition is appropriately aligned with the Company’s evolving business and strategic needs. The Nominating/Corporate Governance Committee has reviewed the composition of the Board for a balance of tenure, skills and diversity on the Board and pursuant to the Nominating/Corporate Governance Committee’s Policies and Procedures Regarding the Identification and Evaluation of Candidates for Director (the “Policies and Procedures”), the qualifications, performance and circumstances of each incumbent director. After completing its review, the Nominating/Corporate Governance Committee recommended all incumbent directors for re-election. The Board approved the Nominating/Corporate Governance Committee’s recommendations regarding the incumbent directors.

Information on Nominees

The Board, at the recommendation of the Nominating/Corporate Governance Committee, has nominated 12 persons for election as directors to serve for a one-year term expiring at the 2022 annual meeting of share owners and until their successors have been elected. The nominees of the Board are Samuel R. Chapin, Gordon J. Hardie, Peter S. Hellman, John Humphrey, Anastasia D. Kelly, Andres A. Lopez, Alan J. Murray, Hari N. Nair, Joseph D. Rupp, Catherine I. Slater, John H. Walker, and Carol A. Williams. Each nominee is currently serving as a director of the Company and each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If for any reason any nominee should be unavailable to serve, proxies solicited hereby may be voted for a substitute as well as for the other Board nominees. The Board, however, expects all of its nominees to be available to serve.

The following is information on the persons nominated for election to the Board at the 2021 Annual Meeting:

Nominees—To be elected for terms expiring at the 2022 Annual Meeting

Samuel R. Chapin, age 64

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Director since 2020

Mr. Chapin retired in 2016 as Executive Vice Chairman of Bank of America Merrill Lynch, a multinational investment bank, after more than 30 years in banking. He served as Executive Vice Chairman of Bank of America Merrill Lynch from 2010 until 2016, during which time he was responsible for managing relationships with a number of the firm’s largest corporate clients. Mr. Chapin joined Merrill Lynch in 1984 as a member of the Mergers and Acquisitions group and was named a Managing Director in Investment Banking in 1993, Senior Vice President and head of Merrill Lynch’s global investment banking division in 2001 and Vice Chairman in 2003. He currently serves on the boards of Circor International, Inc. and PerkinElmer, Inc., chairing PerkinElmer’s audit committee, and is also a member of the Board of Trustees at Lafayette College. Mr. Chapin holds a B.A. in economics from Lafayette College and an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Chapin’s extensive executive experience leading a global business, financial reporting expertise and public company board service qualify him to serve on the Company’s Board.

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    2021 Proxy Statement


Gordon J. Hardie, age 57

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Director since 2015

Mr. Hardie retired as an executive in September 2019 after serving as President, Food & Ingredients at Bunge Ltd., a global company that operates in agribusiness, sugar and bioenergy, food and ingredients, and fertilizer. Mr. Hardie previously served as Managing Director at Bunge (2011-2017), and as a member of the Executive Committee. Mr. Hardie led the global Operational Excellence program for Bunge Ltd from 2013 to 2019. In his role at Bunge Ltd., Mr. Hardie served as Chairman of the Supervisory Board of Walter Rau AG (Germany) and as Chairman of the Board of Bunge Loders Croklaan B.V. (Holland). Prior to joining Bunge, Mr. Hardie was a Managing Director at Morningside Partners, an M&A Advisory firm he established in 2009. Mr. Hardie previously held senior management positions at Goodman Fielder, including Managing Director (2004-2009), Sales and Marketing Director and Marketing Innovation Director (2002-2003). He was named Group General Manager, Marketing at SouthCorp Wines in 2000 and Vice President, Regional Markets, Asia Pacific at Foster’s Brewing Group in 1999. Before immigrating to Australia in 1999, Mr. Hardie was Regional Director for the Americas and Asia Pacific Regions at Pernod Ricard Irish Distillers. Mr. Hardie holds a B.A. from the University College Cork and an M.B.A. from University College, Dublin Smurfit Graduate School of Business and has completed the Advanced Management Program and the AVIRA CEO Program at INSEAD. Mr. Hardie serves on the boards of Greencore Group plc and Aryzta AG and previously served on the board of Zaklady Tluszcowe Kruszwica from 2013 to 2016. Mr. Hardie also serves as an advisor to Temasek, a Singapore-based investment company, and on the North American Advisory Board of the Smurfit Graduate School of Business, University College Dublin. Mr. Hardie’s extensive business leadership skills, his global business experience, and broad food and spirits industry knowledge qualify him to serve on the Company’s Board.

Peter S. Hellman, age 71

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Director since 2007

Mr. Hellman retired in 2008 after a long career with large, multinational companies in both financial and operating executive positions. Mr. Hellman has over 40 years of financial analysis experience and has been involved with investor relations for over 35 years. He was an executive with Nordson Corporation from 2000 to 2008, where he served as President and Chief Financial and Administrative Officer from 2004 to 2008 and Executive Vice President and Chief Financial and Administrative Officer from 2000 to 2004. Nordson is a global leader in providing capital equipment to the packaging industry. Mr. Hellman also served as a director of Nordson from 2001 to 2008. Prior thereto, Mr. Hellman was with TRW Inc. for ten years and held various positions, the most recent of which was President and Chief Operating Officer. During his tenure as a financial executive, Mr. Hellman obtained significant reporting expertise and substantial experience in corporate transactions. Mr. Hellman also has extensive experience as a director of both public and private companies, and he has been serving on public company boards for over 20 years. He is currently a director of Baxter International, Inc. (since 2005) and The Goodyear Tire and Rubber Company (since 2010). Mr. Hellman also serves on the board of the Cleveland Museum of Natural History and The Holden Arboretum. Through his significant board and management experience, Mr. Hellman has obtained extensive training in executive compensation matters and corporate governance practices. Mr. Hellman holds a B.A. from Hobart College and an M.B.A. in finance from Case Western Reserve University. Mr. Hellman’s long career and financial and operating experience, business leadership skills, extensive board experience and knowledge of executive compensation and corporate governance matters qualify him to serve on the Company’s Board.

2021 Proxy Statement    

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John Humphrey, age 55

Graphic

Director since 2018

From 2011 to May 2017, Mr. Humphrey served as Executive Vice President and Chief Financial Officer of Roper Technologies, Inc., a Fortune 1000 company that designs and develops software and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide. He retired from Roper in December 2017. From 2006 to 2011, he served as Vice President and Chief Financial Officer of Roper. Prior to joining Roper, Mr. Humphrey served as Vice President and Chief Financial Officer of Honeywell Aerospace, the aviation segment of Honeywell International Inc., after serving in several financial positions with Honeywell International and its predecessor AlliedSignal Inc. Mr. Humphrey’s earlier career included six years with Detroit Diesel Corporation, a manufacturer of heavy-duty engines, in a variety of engineering and manufacturing management positions. Mr. Humphrey is a member of the board of directors for EnPro Industries, Inc. and Ingersoll Rand (formerly Gardner Denver Holdings, Inc.). Mr. Humphrey holds a B.S. in industrial engineering from Purdue University and an M.B.A. from the University of Michigan. Mr. Humphrey’s extensive executive experience leading a global business, financial reporting expertise and public company board service qualify him to serve on the Company’s Board.

Anastasia D. Kelly, age 71

Graphic

Director since 2002

Ms. Kelly is Senior Adviser to the Chair and Executive Director of Client Relations in the law firm of DLA Piper (Partner since 2010, Co-Managing Partner since 2013, Managing Partner since 2018 and Senior Adviser to the Chair and Executive Director of Client Relations since 2020). From 2006 to 2010, she was the Vice Chairman—Legal, Human Resources, Corporate Communication and Corporate Affairs of American International Group, Inc. (“AIG”), and through that senior management position she obtained experience handling corporate issues across the enterprise. Prior to joining AIG, Ms. Kelly was an executive and general counsel of several large, publicly traded companies, including MCI, where she was the Executive Vice President and General Counsel from 2003 to 2006, Sears, Roebuck and Co., where she was the Senior Vice President and General Counsel from 1999 to 2003, and Fannie Mae, where she was the Senior Vice President from 1996 to 1999 and General Counsel and Secretary from 1995 to 1999. Ms. Kelly is currently a director of Huntington Ingalls Industries, Inc. (since 2011) and sits on the board of numerous philanthropic organizations. Ms. Kelly holds a B.A., cum laude, from Trinity University in Washington, D.C. and a J.D., magna cum laude, from George Washington University Law School. Ms. Kelly’s broad legal expertise and knowledge, extensive understanding of regulatory, compliance and securities issues involving public companies and financial institutions, significant experience in corporate governance issues and substantial business management skills qualify her to serve on the Company’s Board.

Andres A. Lopez, age 58

Graphic

Director since 2016

Mr. Lopez has served as the President and Chief Executive Officer of O-I Glass since January 2016. He has been with the Company since 1986 and held several positions before becoming Chief Executive Officer, most recently serving as Chief Operating Officer (2015). He has also served as President of O-I Americas (2014-2015); President of O-I’s Latin America operations (2009-2015); and Vice President of O-I’s global manufacturing and engineering business unit (GMEC) (2006-2009). In 2004, he moved to the Company’s headquarters in Ohio to serve as Vice President of Finance and Administration for the North America region, becoming Vice President of Manufacturing for North America in 2005. Mr. Lopez held a number of other manufacturing assignments before 2005. In 1996, he moved to Brazil, first serving as Plant Manager for the Rio de Janeiro plant, and then for the São Paulo plant. In 1999, he was named General Manager of O-I Peru. Mr. Lopez began his career at O-I Glass as an Engineer at one of the Colombian plants. Mr. Lopez currently serves as a board member of Avery Dennison (since 2017). He holds a B.S. in production engineering from EAFIT University in Medellin, Colombia, and has completed the Executive Program at Stanford University. He speaks English and Portuguese, in addition to his native Spanish. Mr. Lopez’s long experience in manufacturing, leadership skills and global business experience with the Company over the past 30 years qualify him to serve on the Company’s Board.

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Alan J. Murray, age 67

Graphic

Director since 2015

Mr. Murray retired as an executive in 2008 after serving as Managing Board Member for North America for HeidelbergCement AG, a German multinational building materials company. Mr. Murray took on this role after Heidelberg’s 2007 acquisition of Hanson PLC, where he served as Chief Executive Officer. Previously, Mr. Murray served as Chief Executive Officer of Hanson Building Materials America, where he handled a business that was 50% of Hanson’s overall operations. While at Hanson, Mr. Murray also served as Finance Director (1997-1998), Assistant Finance Director (1995-1997), Division Finance Director (1993-1995), and Divisional Financial Controller (1988-1993). Between 1978 and 1988, he held various financial roles at Chloride Group PLC and Burton Group PLC. Mr. Murray is a qualified Chartered Management Accountant and has a bachelor’s degree in Economics and Marketing from Lancaster University in the United Kingdom. Mr. Murray currently serves on the public boards of Hanson Pension Trustees Ltd. since 2003 and Ferguson PLC (formerly Wolseley PLC) since 2013 and was on the board of HeidelbergCement AG between 2010 and 2017. Mr. Murray’s extensive business leadership skills, executive and board experience, global business and financial reporting expertise qualify him to serve on the Company’s Board.

Hari N. Nair, age 61

Graphic

Director since 2013

Mr. Nair serves as CEO of Anitar Investments LLC, a private investment company with holdings in the manufacturing and technology sectors. Previously, Mr. Nair served as the Chief Operating Officer of Tenneco Inc., a Fortune 500 company with revenues of $9 billion, from 2010 until his retirement in early 2015. He also was a member of the Tenneco Board of Directors from 2009 until his retirement. Prior to being appointed COO, Mr. Nair was President of Tenneco’s International Group, where he was responsible for managing business operations and capitalizing on growth opportunities in Europe, South America and the Asia Pacific regions. Mr. Nair joined Tenneco in 1987 and assumed positions of increasing responsibility across various functions including strategic planning, business development, quality and operations. Mr. Nair’s early career included financial and operations positions with General Motors Corporation and the American Water Company. Mr. Nair currently serves on the Boards of Musashi Seimitsu Industry based in Japan, REE Automotive Ltd. based in Israel and as Chairman of Sintercom Limited based in India. Mr. Nair received a bachelor’s degree in engineering from Bradley University, a master’s in business administration from the University of Notre Dame, and he completed the Advanced Management Program at Harvard Business School. Mr. Nair’s extensive manufacturing experience leading large business operations, global business experience, strategic planning, executive leadership skills, and financial reporting expertise qualify him to serve on the Company’s Board.

Joseph D. Rupp, age 70

Graphic

Director since 2017

Mr. Rupp was employed by Olin Corporation, a publicly traded global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition located in Clayton, Missouri, from 1972 until his retirement in 2017. During his tenure at Olin, Mr. Rupp held positions of increasing responsibility, including serving as President of Olin Brass, Corporate Vice President and Executive Vice President-Operations before being named President and CEO in 2002, a position he held until 2016. Mr. Rupp also served as Chairman of Olin’s Board of Directors from 2005 until April 2017. Mr. Rupp currently serves as a director of Quanex Building Products, Dot Foods, Inc., Cass Information Systems, Nucor, and the Board of Trustees, Missouri University of Science and Technology. Mr. Rupp holds a bachelor’s degree in metallurgical engineering from Missouri University of Science and Technology, formerly the University of Missouri Rolla. Mr. Rupp’s extensive business leadership skills, management expertise, executive experience leading a global manufacturer and significant public company board experience qualify him to serve on the Company’s Board.

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Catherine I. Slater, age 57

Graphic

Director since 2020

Ms. Slater retired as an executive in January 2021 after serving as Senior Vice President, Global Cellulose Fibers and IP Asia, at the International Paper Company. She previously served as Senior Vice President, Consumer Packaging, with responsibility for International Paper’s Coated Paperboard and Foodservice businesses. Prior to joining International Paper in 2016, Ms. Slater served in various leadership positions at the Weyerhauser Company, including Senior Vice President, Cellulose Fibers, and Senior Vice President, Engineered Products and Distribution. Ms. Slater started her career as an engineer at Procter & Gamble in 1983 and has held management positions in manufacturing, printing papers, consumer products, wood products and cellulose fiber. Ms. Slater served on the boards of United Way of the Mid-South, North Pacific Printing Papers, the American Wood Council and Washington State MESA (Math, Engineering & Science Achievement). Ms. Slater holds a B.S. in chemical engineering from the University of South Alabama and has completed executive education programs at Harvard University, the Wharton School at the University of Pennsylvania and the Foster School at the University of Washington. She is a guest lecturer at Owens School at Vanderbilt University. Ms. Slater’s global business expertise, executive leadership skills, extensive industry experience and broad manufacturing and technical background qualify her to serve on the Company’s Board.

John H. Walker, age 63

Graphic

Director since 2019

Mr. Walker served as Non-Executive Chairman of Global Brass and Copper Holdings, Inc., a manufacturer and distributor of copper and copper-alloy sheet, strip, plate, foil, rod and fabricated components, from March 2014 until Aug 2019. Mr. Walker previously served as Executive Chairman of Global Brass and Copper from November 2013 to March 2014 and as Chief Executive Officer from 2007 to March 2014. Prior to joining Global Brass and Copper, Mr. Walker was President and Chief Executive Officer of The Boler Company, the parent company of Hendrickson International, a suspension manufacturer for heavy duty trucks and trailers, from 2003 to 2006. From 2001 to 2003, he served as Chief Executive Officer of Weirton Steel Corporation, a producer of flat rolled carbon steel, and from 2000 to

2001 as President and Chief Operating Officer. From 1997 to 2000, Mr. Walker was President of flat rolled products for Kaiser Aluminum Corporation, a producer of fabricated aluminum products. Mr. Walker has been a director of Nucor Corporation since 2008 (Non-Executive Chairman since 2020) and Otis Worldwide Corporation since 2020, and was a director of Delphi Corporation from 2005 to 2009 and United Continental Holdings, Inc. from 2002 to 2016. Mr. Walker’s extensive executive experience leading global businesses, strategic management skills, vast experience in metal-related manufacturing and fabricating industries and public company board service qualify him to serve on the Company’s Board.

Carol A. Williams, age 63

Graphic

Director since 2014

Ms. Williams retired in early 2015 after serving as a special advisor to the Chief Executive Officer at Dow Chemical Company, a diversified chemical company. Prior to her special advisor role, she served as Dow’s Executive Vice President of Manufacturing and Engineering, Supply Chain and Environmental, Health & Safety Operations. During Ms. Williams’ 34-year history at Dow, she assumed increasingly more significant management positions in R&D before becoming operations leader and then Vice President for the chloralkali assets business. She was named Senior Vice President of Basic Chemicals in 2009 and President of Chemicals & Energy in 2010. Ms. Williams has served as a board member at Olin Corporation since October 2015. She previously served as a board member at Zep, Inc. from 2012 to 2015. She holds a B.S. in chemical engineering from Carnegie Mellon University where she was selected as an Alumnae of the year in 2009. Ms. Williams received the 2010/2011 Woman of the Year Award from the National Association of Professional Women and in 2014, received the Junior Achievement Laureate award of Mid-Michigan. Ms. Williams’ extensive management expertise from manufacturing to purchasing to supply chain as well as her substantial experience in research and development qualify her to serve on the Company’s Board.

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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES IDENTIFIED ABOVE.

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GOVERNANCE INFORMATION

Board Leadership Structure

The Board decided that the roles of the Board Chair and CEO would be separated as of January 1, 2016. At the 2016 Annual Meeting, the Board selected Carol A. Williams, an independent member of the Board, to become its Independent Board Chair (“IBC”) and the Company eliminated the role of Lead Director.

The primary responsibility of the IBC is to make the Board as effective as possible in fulfilling its oversight responsibility for the Company and to ensure that the Company derives the most benefit from the experience, education and skills of individual Board members.

The IBC is expected to be a leader of his/her peers by taking personal responsibility for delivering excellence in the boardroom. In particular the IBC helps to shape meeting agendas, ensure open communication, meaningful participation and constructive debate and ensure appropriate follow-through regarding Board conclusions and recommendations.

The IBC will maintain regular communications with other Board members, with the frequency and depth of communications dependent on the issues that are the current focus of the Company. In addition, the IBC will act as a sounding board for the CEO, as well as other members of senior management. In separating the roles of CEO and IBC, the Board has expressly decided that it does not want the IBC to be perceived as “managing the Company” or as an “executive chair” in the eyes of management or the Company’s investors.

As the leader of the Board, the IBC is expected to take the lead in connection with the Board’s self-assessment process and the follow-through necessary to improve the Board’s overall oversight of the Company. Moreover, the IBC will assume a leadership role in CEO succession planning.

Executive Sessions

The Company’s non-employee directors meet in regularly scheduled executive sessions, both with the CEO and also without any members of management present. The purpose of these executive sessions is to promote open and candid discussion between the Board and the CEO and separately among the non-employee directors of the Board. The Board believes this approach effectively complements the Company’s Board leadership structure. The non-employee directors met seven times in executive session in 2020 without management present. As provided by the Corporate Governance Guidelines, the IBC presided at these executive sessions.

Risk Oversight

The Board recognizes that an important part of its responsibilities is to evaluate the Company’s exposure to risk and to monitor the steps management has taken to assess and control risk. The Board primarily oversees risks through committees of the Board, particularly through the Risk Oversight Committee and the Audit Committee, as discussed in the descriptions of the committees below. The committees report to the Board and matters of particular importance or concern, including any significant areas of risk faced by the Company, are discussed by the entire Board. In addition, the Board meets with the Company’s regional leaders on a rotating basis to review risk exposure with respect to the Company’s strategic plans and objectives in order to improve long-term organizational performance.

General Board Responsibilities

The Board has the ultimate authority for overseeing the management of the Company’s business. The Board also identifies and evaluates candidates for, and ultimately appoints the Company’s officers, delegates responsibilities for the conduct of the Company’s operations to those officers, and monitors their and the Company’s performance. Certain important functions of the Board are performed by committees comprised of members of the Board, as provided below.

Board Independence

The vast majority of the members of the Board are “independent” in accordance with the New York Stock Exchange listing standards. The Board has affirmatively determined that each of the following directors is an independent director of the Company under the listing standards of the New York Stock Exchange: Samuel R. Chapin, Gordon J. Hardie,

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Peter S. Hellman, John Humphrey, Anastasia D. Kelly, Alan J. Murray, Hari N. Nair, Joseph D. Rupp, Catherine I. Slater, John H. Walker and Carol A. Williams. In making this determination, the Board has determined that none of these directors has any material relationships with the Company other than their roles as directors.

Board Member Stock Ownership

The Board has established stock ownership guidelines for its members. Each member of the Board is required to own shares of the Company’s Common Stock having a value equal to five times the director’s annual cash retainer. New directors have four years from the date of joining the Board to attain the required stock ownership. Until the stock ownership guidelines are met, directors are required to retain 100% of the “net profit shares” acquired from grants of restricted stock or exercises of stock options. Net profit shares are those shares remaining after payment of tax obligations.

Board Size

The Board currently consists of 12 members. Under the Company’s Amended and Restated Certificate of Incorporation, the maximum size of the Board is 12 members.

Board Meeting Attendance

In 2020, the full Board met 10 times. All of the incumbent members of the Board attended more than 75% of the aggregate number of meetings of the Board and of committees of the Board of which such director was a member. Attendance at Board and committee meetings during 2020 averaged over 99% for directors as a group.

The Company does not have a policy with regard to Board members’ attendance at Annual Meetings, although members of the Board are encouraged to attend. All members of the then-current Board attended the 2020 Annual Meeting.

Corporate Governance Guidelines

A copy of the Company’s Corporate Governance Guidelines (the “Guidelines”) is available on the “Investors” section of the Company’s website (www.o-i.com). A copy is also available in print to share owners upon request, addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999. The address of the Company’s website provided above or elsewhere in the Proxy Statement is not intended to function as a hyperlink, and the contents of the Company’s website are neither a part of this Proxy Statement nor incorporated by reference.

Board Nominees

The Nominating/Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board and recommending that the Board select the candidates for all directorships to be filled by the Board or by the share owners. The Nominating/Corporate Governance Committee is governed in this regard by its Policies and Procedures Regarding the Identification and Evaluation of Candidates for Director (the “Policies and Procedures”), copies of which are available on the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to share owners upon request to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

Pursuant to the Policies and Procedures, in addition to other qualifications, candidates for the Board should be individuals of the highest integrity and ethical character, who value and appreciate these qualities in others. Candidates should not have any conflicts of interest and should be able to represent fairly and equally all share owners of the Company. Candidates are also evaluated on their ability to function effectively in an oversight role and to devote adequate time to the Board and its committees.

The Policies and Procedures require the Nominating/Corporate Governance Committee to consider the contributions that a candidate can be expected to make to the collective functioning of the Board based on the totality of the candidate’s background, skills, experience and expertise and the composition of the Board at the time. The Policies and Procedures also state the Nominating/Corporate Governance Committee’s belief that diversity is an important attribute of a well-functioning Board. In addition, the Policies and Procedures, the Guidelines and the Nominating/Corporate Governance Committee’s Charter each require the Nominating/Corporate Governance Committee to take into consideration the benefits of having Board members who reflect a diversity of age, gender, ethnicity/race and country of citizenship.

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The Company maintains a skills matrix, and actively monitors the skills, experience and expertise of all its individual directors with an eye towards ensuring the Board is balanced with respect to key skill sets. Given that the Company is a large, global public manufacturing company, many of the current Board members have skills and experiences from similar types of global organizations. The Board also has strong skills, experience and expertise in other areas, including finance and capital allocation, mergers and acquisitions, strategic planning and corporate governance. The Nominating/Corporate Governance Committee considers the skills, experience and expertise of Board members expected to retire or leave the Board in the near future when it identifies candidates for Board membership. The Nominating/Corporate Governance Committee also considers in its nomination processes the recommendations of current Board members regarding particular skills that could improve the ability of the Board to carry out its responsibilities.

Director Experience and Skills

The following chart represents the diverse range of experience and skills offered by the 12 nominees for director.

Manufacturing

Operations

    

Public Company Management

    

Global Business

    

Corporate Governance

    

Financial

    

Marketing/Sales

    

Risk

Management

    

Engineering

Samuel R. Chapin

X

X

X

X

X

Gordon J. Hardie

X

X

X

X

X

X

Peter S. Hellman

X

X

X

X

X

X

X

John Humphrey

X

X

X

X

X

Anastasia D. Kelly

X

X

X

Andres A. Lopez

X

X

X

X

X

X

X

X

Alan J. Murray

X

X

X

X

X

X

X

Hari N. Nair

X

X

X

X

X

X

X

X

Joseph D. Rupp

X

X

X

X

X

X

X

X

Catherine I. Slater

X

X

X

X

X

X

X

John H. Walker

X

X

X

X

X

X

X

Carol A. Williams

X

X

X

X

X

X

X

X

The Nominating/Corporate Governance Committee will consider potential candidates for director who have been recommended by the Company’s directors, the CEO, other members of senior management and share owners. Outside consultants may also be employed to help identify potential candidates. Pursuant to its Policies and Procedures, the Nominating/Corporate Governance Committee conducts all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates and considers questions of independence and possible conflicts of interest. Members of the Nominating/Corporate Governance Committee discuss and evaluate possible candidates in detail, and determine which individuals to consider in more depth. Once a candidate is identified whom the Nominating/Corporate Governance Committee wants to move toward nomination, one or more members of the Nominating/Corporate Governance Committee will enter into discussions with the candidate. The procedures for the nomination of director candidates by share owners are described under the heading “2022 Annual Meeting of Share Owners.”

The performance of incumbent members of the Board is evaluated annually by the Nominating/Corporate Governance Committee. Incumbent directors who continue to satisfy the Nominating/Corporate Governance Committee’s criteria for Board membership and whom the Nominating/Corporate Governance Committee believes continue to make important contributions to the Board generally will be renominated by the Board at the end of their term.

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Director Diversity

As noted in “Board Nominees” above, the Board and the Nominating/Corporate Governance Committee believe that diversity is an important attribute of a well-functioning Board and understand the benefits of having Board members who reflect a diversity of age, gender, ethnicity/race and country of citizenship. The Nominating/Corporate Governance Committee is committed to including diverse individuals in the pool of candidates for future director searches. The following charts illustrate the diversity of our Board.

Graphic

Graphic

Code of Business Conduct and Ethics

The Company has a Global Code of Business Conduct and Ethics (the “Code”) that is applicable to all directors, officers and employees of the Company, including the Chief Executive Officer and Chief Financial Officer. The Code is available on the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to share owners upon request, addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

Communicating with the Board

Share owners and other interested parties may contact any member (or all members) of the Board (including, without limitation, the non-employee directors as a group), the IBC, any Board committee or any Chair of any such committee. To communicate with the Board, the IBC, any individual directors or any group or committee of directors, correspondence should be addressed to the “Board of Directors,” the “IBC” or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent in care of the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999. All communications so received will be opened by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressees. In the case of communications to the Board, the IBC or any group or committee of directors, the Corporate Secretary will distribute the contents to each director who is a member of the group or committee to which the contents are addressed.

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BOARD AND COMMITTEE MEMBERSHIP

There are four standing committees of the Board: the Audit Committee, the Compensation and Talent Development Committee, the Nominating/Corporate Governance Committee and the Risk Oversight Committee. Subject to applicable provisions of the Company’s By-Laws and Guidelines, the Board appoints the members of each committee and rotates members periodically consistent with the experience and expertise of individual directors.

Current Committee Membership

Directors currently serving on committees of the Board and the number of meetings held in 2020 by the committees are identified below.

Compensation

Nominating/

and Talent

Corporate

Risk

Name

    

Audit

    

Development

    

Governance

    

Oversight

Independent Directors:

 

  

 

  

 

  

 

  

Samuel R. Chapin(1)

X

Gordon J. Hardie

 

  

 

  

 

  

 

Chair

Peter S. Hellman

 

X

 

X

 

  

 

  

John Humphrey(2)

X

X

Anastasia D. Kelly

 

  

 

  

 

Chair

 

X

Alan J. Murray

 

Chair

 

  

 

 

  

Hari N. Nair

 

X

 

X

 

  

 

  

Joseph D. Rupp

 

 

Chair

 

X

 

  

Catherine I. Slater(3)

X

John H. Walker(4)

X

X

Carol A. Williams

 

  

 

  

 

X

 

  

Non-Independent Directors:

 

  

 

  

 

  

 

  

Andres A. Lopez

 

  

 

  

 

  

 

X

Number of meetings in 2020

 

9

 

8

 

5

 

5


(1)On May 12, 2020, Mr. Chapin began serving as a director of the Company. He also began serving as a member of the Audit Committee.
(2)On May 12, 2020, Mr. Humphrey began serving as a member of the Risk Oversight Committee.
(3)On May 12, 2020, Ms. Slater began serving as a director of the Company. She also began serving as a member of the Compensation and Talent Development Committee.
(4)On May 12, 2020, Mr. Walker resigned from the Risk Oversight Committee and began serving as a member of the Compensation and Talent Development Committee.

Audit Committee

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee represents and assists the Board with the oversight of: (a) the integrity of the Company’s financial statements and internal controls; (b) the Company’s compliance with legal and regulatory requirements; (c) the independent registered public accounting firm’s qualifications and independence; and (d) the performance of the Company’s internal audit function and of the independent registered public accounting firm. The Audit Committee operates under a written charter adopted by the Board that sets forth the specific responsibilities of the Audit Committee. A copy of the Audit Committee Charter is available on the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to any share owner upon request addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

All members of the Audit Committee meet the audit committee independence requirements of the New York Stock Exchange and also satisfy the independence standards applicable to audit committees pursuant to Rule 10A-3(b)(i) under the Exchange Act. The Board has determined that Mr. Murray, the Chair of the Audit Committee,  and Messrs. Chapin, Hellman and Humphrey are each qualified as an “audit committee financial expert” within the meaning of SEC

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regulations and that all of the Audit Committee members meet the financial literacy requirements of the New York Stock Exchange. No member of the Audit Committee serves on the audit committee of more than three public companies.

Compensation and Talent Development Committee

The Compensation and Talent Development Committee assists the Board with respect to compensation of the Company’s directors, officers and employees. In carrying out such responsibilities, the Compensation and Talent Development Committee administers the Amended and Restated 1997 Equity Participation Plan, the Second Amended and Restated 2005 Incentive Award Plan, the Amended and Restated 2017 Incentive Award Plan, the Company’s annual bonus plans and certain other benefit plans of the Company and makes recommendations to the Board with respect to the compensation to be paid and benefits to be provided to directors, officers and employees of the Company. The Compensation and Talent Development Committee also oversees and reviews management succession planning and development for key executive positions other than the Chief Executive Officer, including ensuring the availability of qualified replacements and planning for contingencies such as the departure, death or disability of key executives so that the Company has in place an emergency succession plan that addresses both interim and longer-term leadership for the Company. The Compensation and Talent Development Committee makes recommendations to the Board with respect to the adequacy of the succession and development plans for key executive officer positions other than the Chief Executive Officer.

The Compensation and Talent Development Committee operates under a written charter adopted by the Board that sets forth the specific responsibilities of the Compensation and Talent Development Committee. A copy of the Compensation and Talent Development Committee Charter is available on the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to any share owner upon request addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

Each member of the Compensation and Talent Development Committee is an “independent director” under the New York Stock Exchange listing standards.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee assists the Board by (a) identifying and evaluating individuals qualified to become directors; (b) selecting, or recommending that the Board select, the candidates for all directorships to be filled by the Board or by the share owners; (c) developing and recommending to the Board a set of corporate governance principles contained in the Company’s Guidelines and Global Code of Business Conduct and Ethics; (d) overseeing the evaluation of the Board and management of the Company; (e) taking a leadership role in shaping the corporate governance of the Company; (f) overseeing CEO succession planning and development; (g) overseeing the Company’s efforts with regard to environmental, social and governance matters; and (h) overseeing the Company’s Ethics and Compliance function, in conjunction with other committees requested to address issues arising in this area.

The Nominating/Corporate Governance Committee operates under a written charter adopted by the Board that sets forth the specific responsibilities of the Nominating/Corporate Governance Committee. A copy of the Nominating/Corporate Governance Committee Charter is available on the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to share owners upon request, addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

Each member of the Nominating/Corporate Governance Committee is an “independent director” under the New York Stock Exchange listing standards.

The Nominating/Corporate Governance Committee will accept recommendations from share owners for nominees for the Board. The procedures for submitting share owner recommendations are described under the heading “2022 Annual Meeting of Share Owners.”

Risk Oversight Committee

The Risk Oversight Committee assists the Board in fulfilling its oversight responsibilities with respect to the Company’s risk management processes. The Risk Oversight Committee: (a) provides oversight of management’s policies and activities relating to the identification, evaluation, management and monitoring of the Company’s significant enterprise risks, including the major strategic, operational, financial, regulatory, compliance, cyber security, reporting, reputational, governance and human resources and labor risks inherent in the business of the Company (the “Enterprise Risks”);

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(b) oversees compliance with legal and regulatory requirements with respect to the conduct of the Company’s business, except for those specific compliance matters under the jurisdiction of other Committees of the Board, as determined by the Board; and (c) reports to the Board regarding the Enterprise Risks that have the potential to significantly impact the Company’s ability to execute its strategic priorities and achieve its performance goals.

The Risk Oversight Committee operates under a written charter adopted by the Board that sets forth the specific responsibilities of the Risk Oversight Committee. A copy of the Risk Oversight Committee Charter is available on the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to share owners upon request to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

Under the terms of the Risk Oversight Committee Charter, the Risk Oversight Committee (a) reviews and submits for Board approval the Company’s Risk Management Philosophy, Risk Management Policy and Statement of Risk Appetite, as developed by management; (b) reviews management’s processes designed to identify, assess, manage, monitor and report the Company’s significant Enterprise Risks; (c) reviews, monitors and discusses with management the Company’s significant Enterprise Risks and opportunities including steps management is taking to assess and manage such risks and opportunities; (d) reviews the Company’s disclosure of Enterprise Risks in all filings with the SEC (including the Annual Report on Form 10-K); and (e) together with the Audit Committee, reviews, assesses and discusses with the General Counsel, the Chief Financial Officer and the independent registered public accounting firm (i) any significant risks or exposures; (ii) the steps management has taken to minimize such risks or exposures; and (iii) the Company’s underlying policies with respect to risk assessment and risk management.

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DIRECTOR COMPENSATION AND OTHER INFORMATION

Director Compensation

Each non-employee director of the Company receives an annual retainer of $72,500, paid quarterly. Each non-employee director also receives $2,000 for each Board meeting in which such director participates and for each committee meeting in which such director participates as a member (including as Chair). Chairs also receive additional annual retainers paid quarterly as follows:

Independent Board Chair – $150,000
Audit Committee Chair – $25,000
Compensation and Talent Development Committee Chair – $20,000
Nominating/Corporate Governance and Risk Oversight Committee Chairs – $15,000

As a result of the COVID-19 pandemic, the Board implemented a compensation reduction program from June 1 through December 31, 2020, pursuant to which the annual cash retainers and cash Board and Committee meeting fees payable to non-employee directors were reduced by 25% for the same period. In January 2021, non-employee directors who were still serving on the Board received a payment equal to the amount of the reduction plus an extra 3% to recognize their contribution to ensure the Company’s financial stability. The Company had to remain in compliance with the covenants of its secured credit agreement in order for the non-employee directors to be eligible for a repayment of the reduced amounts, which it did.

Each non-employee director also receives on the date immediately following the date of the Company’s annual meeting of share owners at which directors are elected (“Date of Grant”), a grant of restricted stock units (“RSUs”) with respect to a number of shares of Common Stock having a fair market value on the Date of Grant equal to $125,000, rounded up or down to the nearest whole share of Common Stock, pursuant to the terms of the applicable Company equity incentive plan (the “Annual Grant”). RSUs are granted with tandem dividend equivalents, which confer on the holder of such RSUs the right to receive dividend equivalent payments for dividends declared over the time-vesting period during which such RSUs remain outstanding. Such dividend equivalents are payable only if and when the underlying RSU vests and will generally be paid in cash upon or shortly after vesting of the underlying RSU.

The RSUs subject to the Annual Grant vest in full on the date of the Company’s next annual meeting of share owners at which directors are elected following the Date of Grant (the “Normal Vesting Date”), subject to the director’s continued service through such date, or, if earlier, upon the applicable director’s termination of service due to death, disability or retirement (after reaching age 60). In addition, upon termination of service for reasons other than death, disability, retirement or removal for cause, the RSUs will vest pro rata based on the number of days of the applicable director’s service from the Date of Grant to the Normal Vesting Date.  All RSUs are immediately forfeited upon a non-employee director’s removal for cause. All RSUs will fully vest upon a change in control. Vested RSUs are settled in shares of Common Stock, on a one for one basis, within 30 days after the Normal Vesting Date, or if earlier, termination of service.

In the event a new non-employee director joins the Board on any date other than the date of the annual meeting of share owners, in addition to the Annual Grant, such new non-employee director will also receive on the date immediately following the first annual meeting of share owners at which directors are elected during such director’s tenure on the Board an additional grant of RSUs with respect to a number of shares of Common Stock having a fair market value on the date of such grant equal to the fair market value of the Annual Grant awarded to directors in the previous year, pro-rated based on the number of days of service in the period from the commencement of such director’s service on the Board to the date of such grant.

The Deferred Compensation Plan for Directors of O-I Glass, Inc. provides an opportunity for non-employee directors to defer payment of their directors’ fees. Under the plan, a non-employee director may defer receipt of all or any portion of the cash portion of the compensation described above. Deferrals may be credited into a cash account or into a Company stock unit account. Funds held in a cash account accrue interest at a rate equal to the average annual yield on domestic corporate bonds of Moody’s A-rated companies, plus one percent. Distributions from the plan are made in cash.

Each director is reimbursed for expenses associated with meetings of the Board or its committees.

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The total compensation earned by non-employee directors in 2020 is reflected in the following table:

DIRECTOR COMPENSATION IN 2020

Stock

Fees Earned

Awards

Name

    

(1)(2)

    

(3)

    

Total

Samuel R. Chapin(4)

66,660

125,000

191,660

Gordon J. Hardie

 

117,987

 

125,000

 

242,987

Peter S. Hellman

 

124,996

 

125,000

 

249,996

John Humphrey

116,996

125,000

241,996

Anastasia D. Kelly

 

128,032

 

125,000

 

253,032

Alan J. Murray

 

136,060

 

125,000

 

261,060

Hari N. Nair

 

127,011

 

125,000

 

252,011

Hugh H. Roberts(5)

 

50,490

 

 

50,490

Joseph D. Rupp

 

139,069

 

125,000

 

264,069

Catherine I. Slater(6)

64,645

125,000

189,645

John H. Walker

114,981

125,000

239,981

Carol A. Williams

 

253,576

 

125,000

 

378,576

Dennis K. Williams(7)

 

52,490

 

 

52,490


(1)As a result of the COVID-19 pandemic, the Board implemented a compensation reduction program from June 1 through December 31, 2020, pursuant to which the annual cash retainers and cash Board and Committee meeting fees payable to non-employee directors were reduced by 25% for the same period. In January 2021, non-employee directors who were still serving on the Board received a payment equal to the amount of the reduction (such amount, the “Reduced Fees”) plus an extra 3% (the “Additional Director Fee”) to recognize their contribution to ensure the Company’s financial stability. The Company had to remain in compliance with the covenants of its secured credit agreement in order for the non-employee directors to be eligible for a repayment of the reduced amounts, which it did. Amounts shown in this table include the amount of fees earned for 2020, including the Additional Director Fee, without taking into account any reductions under the compensation reduction program.

The fees earned by each director in 2020, including the Additional Director Fee, without taking into account any reductions under the compensation reduction program, are made up of the following amounts:

Annual

Committee

Board

Committee

Additional

Annual

Chair or IBC

Meeting

Meeting

Director

Name

    

Retainer

    

Retainer

    

Fees

    

Fees

Fee

    

Total

Samuel R. Chapin

46,209

10,000

10,000

451

66,660

Gordon J. Hardie

 

72,500

 

15,000

 

20,000

 

10,000

487

 

117,987

Peter S. Hellman

 

72,500

 

 

20,000

 

32,000

496

 

124,996

John Humphrey

72,500

20,000

24,000

496

116,996

Anastasia D. Kelly

 

72,500

 

15,000

 

20,000

 

20,000

532

 

128,032

Alan J. Murray

 

72,500

 

25,000

 

20,000

 

18,000

560

 

136,060

Hari N. Nair

 

72,500

 

 

20,000

 

34,000

511

 

127,011

Hugh H. Roberts

 

26,490

 

 

12,000

 

12,000

 

50,490

Joseph D. Rupp

 

72,500

 

20,000

 

20,000

 

26,000

569

 

139,069

Catherine I. Slater

46,209

10,000

8,000

436

64,645

John H. Walker

72,500

20,000

22,000

481

114,981

Carol A. Williams

 

72,500

 

150,000

 

20,000

 

10,000

1,076

 

253,576

Dennis K. Williams

 

26,490

 

 

12,000

 

14,000

 

52,490


(2)Amounts include the Reduced Fees and Additional Director Fee that were paid to the non-employee directors in January 2021. The actual amount of each non-employee director’s Reduced Fees and Additional Director Fee are set forth below:

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Additional

Reduced

Director

Name

    

Fees

    

Fee

Samuel R. Chapin

15,056

451

Gordon J. Hardie

16,241

487

Peter S. Hellman

16,556

496

John Humphrey

16,556

496

Anastasia D. Kelly

17,741

532

Alan J. Murray

18,697

560

Hari N. Nair

17,056

511

Hugh H. Roberts

Joseph D. Rupp

18,968

569

Catherine I. Slater

14,556

436

John H. Walker

16,056

481

Carol A. Williams

35,896

1,076

Dennis K. Williams


(3)Amounts reflect the aggregate grant date fair value of RSUs computed in accordance with Financial Accounting Standard Board (“FASB”) ASC 718. Each of the current non-employee directors held 20,259 unvested RSUs as of December 31, 2020.
(4)Mr. Chapin became a director on May 12, 2020.
(5)Mr. Roberts served as a director through May 12, 2020.
(6)Ms. Slater became a director on May 12, 2020.
(7)Mr. Williams served as a director through May 12, 2020.

Related Person Transactions

Pursuant to written policies and procedures set forth in the Company’s Guidelines, the Company reviews relationships and transactions in which the Company and its directors and executive officers, or their immediate family members, are participants. The Board has delegated initial review of such transactions to the Nominating/Corporate Governance Committee. The Company’s Guidelines provide that the Nominating/Corporate Governance Committee will review and, if appropriate, recommend to the full Board the approval or ratification of related party transactions. Pursuant to the Guidelines, the Nominating/Corporate Governance Committee takes into account the following factors: the related person’s connection to the Company and interest in the transaction, the approximate dollar value of the transaction, the importance of the transaction to the related person and the Company, whether the transaction would impair the judgment of the director or executive officer to act in the best interests of the Company, and any other appropriate information.

Compensation and Talent Development Committee Interlocks and Insider Participation

During 2020, the following directors served on the Compensation and Talent Development Committee of the Board: Peter S. Hellman, Hari N. Nair, Hugh H. Roberts, Joseph D. Rupp (Chair), Catherine I. Slater, John H. Walker and Dennis K. Williams. No member of the Compensation and Talent Development Committee is a current or former officer or employee of the Company or has any relationship with the Company requiring disclosure under Item 404 or Item 407(e)(4)(iii) of Regulation S-K. In addition, no executive officer of the Company served on any board of directors or compensation committee of any other board for which any of the Company’s directors served as an executive officer at any time during 2020.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the material elements of the compensation of the Company’s named executive officers (“NEOs”), the objectives and principles underlying executive compensation programs, the Company’s recent compensation decisions, and the factors considered in making those decisions. The Company’s NEOs for 2020 were:

Name

    

Position

Andres A. Lopez

President and Chief Executive Officer (“CEO”)

John A. Haudrich

Senior Vice President and Chief Financial Officer (“CFO”)

Arnaud Aujouannet

Senior Vice President and Chief Sales and Marketing Officer

Giancarlo Currarino(1)

Senior Vice President, Chief Technical Operations Officer

Vitaliano Torno(2)

President, Business Operations and O-I Europe

Miguel I. Alvarez (3)

Former President, O-I Americas

Mary Beth Wilkinson (4)

Former Senior Vice President, General Counsel and Corporate Secretary


(1)Mr. Currarino served as Senior Vice President and Chief Technology and Supply Chain Officer through July 15, 2020 and as Senior Vice President, Chief Technical Operations Officer commencing July 16, 2020.  
(2)Mr. Torno served as President, O-I Europe through July 15, 2020 and as President, Business Operations and O-I Europe commencing July 16, 2020.  
(3)Mr. Alvarez served as President, O-I Americas through July 31, 2020.
(4)Ms. Wilkinson served as Senior Vice President, General Counsel and Corporate Secretary through September 4, 2020.

Executive Summary

Because of the tragedy of the COVID-19 pandemic and related and ongoing economic disruption, 2020 was a very challenging year for the Company, as well as the many countries and markets in which the Company operates. During these unprecedented times, the Company has taken action to support the health and income of its employees, their families, customers, and in the communities the Company serves. The leadership team is proud of its workforce, which has demonstrated the resilience, including the strong success of the Company’s COVID-19 response plan and its work-at-home policies that were necessary to be successful. Despite the significant economic uncertainty and headwinds created by the COVID-19 pandemic and other long-term market disruptions, the Company had success in meeting its revised 2020 social, financial and strategic objectives. As a result, the Company is more resilient and positioned for ongoing success.

The O-I Glass Compensation and Talent Development Committee (“the Committee”) is committed to working with the Board of Directors and management to design compensation plans that motivate the Company’s executives and support business objectives that create share owner value without taking excessive risks.  The Company’s compensation plans for 2020, as approved by the Committee in early 2020, initially followed the same framework used in 2019, as the Committee believed the structure remained appropriate, supported the Company’s business objectives and reflected share owners’ interests as demonstrated by the strong support from share owners for the Company’s advisory vote to approve to approve executive compensation at the Company’s 2020 annual meeting of share owners.  

Subsequently, as a result of the COVID-19 pandemic, the following changes were made to the Company’s compensation program to re-align the program with share owners’ interests:

Implemented a salary reduction program.  From June 1 through December 31, 2020, the Company implemented a salary reduction program, pursuant to which the base salaries for the CEO and the other NEOs were reduced by 25% and 20% respectively. The annual cash retainers and cash Board and Committee meeting fees payable to non-employee directors were also reduced by 25% for the same period. The Company was required to remain in compliance with the covenants of its secured credit agreement in order for the NEOs and non-employee directors to be eligible for a repayment of the reduced amounts, which it did. In January 2021, those impacted who were still actively employed by the Company or serving as non-employee directors, received a payment equal to the amount of the reduction plus an extra 1% to 3% (depending on country) to recognize their contribution to ensure the Company’s financial stability.  

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Amended the 2020 Short-Term Incentive (“STI”) program.  The COVID-19 pandemic significantly impacted the Company’s financial performance due to lower demand and significant production disruption given lock-downs in several key markets. The Company established the COVID Response Plan to help mitigate the impact of the COVID-19 pandemic, ensure liquidity, and maintain financial flexibility. The Committee believed the goals originally established for the 2020 STI program were unlikely to be attained in light of the COVID-19 pandemic.  Further, the 2019 STI payout was 0% and all outstanding performance stock units (2018-20, 2019-21 & 2020-22) were forecasted at 0% of target opportunity.  The Committee and management were concerned about the STI program’s lost motivational value precisely when it was most needed.  As a result, the Committee amended the STI program to support the key financial targets associated with O-I’s COVID Response Plan, with a maximum payout of 50% of the original target STI opportunity. The Company was required to remain in compliance with the covenants of its secured credit agreement in order for any actively employed NEO to be eligible for any payout under the amended STI program, which it did.  Based on the Company’s 2020 performance compared to the amended 2020 STI program goals, a payout of 50% of each NEO’s original target opportunity was earned.

No changes were made to the outstanding long-term incentive (“LTI”) performance stock unit performance cycles despite all three cycles performance stock units (2018-20, 2019-21 & 2020-22) forecasted at 0% payout.  It is important to note that no direct adjustments were made for the negative impact on the Company’s performance from the COVID-19 pandemic and the ensuing economic disruption.

The Company believes this revised pay program supports the Company’s business objectives and reflects share owners’ interests. Our program has demonstrated strong alignment between pay and performance.  The incentive program payouts and the associated stock price movement as well as the resulting shareholder returns, while disappointing, historically have been closely aligned as more clearly seen in the realizable pay and performance analysis covered on page 27.

The Foundation: The Strategic Plan for the Company

The strategic plan for the Company serves as the foundation for its pay program. The Company’s vision is to be the most innovative, sustainable, and chosen supplier of brand-building packaging solutions.​  Its goal is to profitably grow the business and create value for employees, customers, shareholders and the community.​ The Company will realize its vision and goal by achieving its five strategic ambitions, including:

To profitably grow the top line through effective innovation, marketing, and commercialization and excel at serving current customers by significantly improving the customer experience; aligning its activity with customers’ needs and market dynamics; improving quality and flexibility; elevating innovation and new product development; improving its environmental profile; advocating and marketing glass; advancing end-to-end supply chain capabilities, processes, and talent; and enabling profitable growth;
To be cost competitive by elevating year-over-year productivity across the business by ensuring asset stability and total systems cost management; elevating factory performance, efficiency, and profitability; leveraging automation and improving quality; cultivating concepts that extend current or create new competitive advantages; and focusing on continuous improvement across all aspects of the business;
To disrupt current industry dynamics by creating a new paradigm with MAGMA by leveraging innovation and developing breakthrough technology; commercializing MAGMA; and enabling the full value chain for glass;
To become the most sustainable rigid packaging producer by repositioning its Environmental, Social and Governance (ESG) profile, improving its environmental performance; increasing recycling; and actively communicating and advocating for glass packaging; and
To be a simple, agile, diverse, inclusive, and performance-based organization energized by engaged employees by elevating organizational focus; driving performance, culture, and engagement of its people; developing talent; strengthening diversity and inclusion in the work place; and embedding flexibility to follow market needs and changes.

The Company continues to emphasize collaboration across the Company, leveraging its knowledge and expertise, increasing accountability, and aligning incentives with the right results, with a focus on one team, one enterprise and

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one plan. The Company believes successful execution along these lines will lead to enhanced value for employees, customers, share owners and the community.  

Key Accomplishments in 2020

A number of short-term actions were needed to successfully manage through the COVID-19 pandemic. Simultaneously, the Company also focused on long-term efforts to drive value. It divested its Australia and New Zealand (“ANZ”) business at an attractive valuation and continued to advance its tactical and strategic portfolio review despite the market disruptions. When fully completed, the Company anticipates total sales proceeds will exceed $1.1 billion, which are being used to reduce debt and strengthen the balance sheet. As a result, the Company has no significant bond maturities due until 2023. Likewise, the Company achieved record liquidity and maximized its free cash flow by quickly aligning supply with demand and achieving historically lower inventory levels. As part of its COVID Response Plan, the Company accelerated its turnaround initiatives to improve margins and delivered $115 million of savings, which helped mitigate the impact of a 7.5% decline in production due to significant lock-downs in key markets. The Company also streamlined its organization model, making it leaner and more inter-connected, to improve agility and performance. In addition, it continued to advance MAGMA to revolutionize glass. Finally, the corporate modernization effort, which rebranded the Company as O-I Glass, supported January 2020’s actions to establish a final, certain and equitable resolution to Paddock Enterprises, LLC legacy asbestos liabilities.

Overall, the Company is pleased with the progress it made. While many of its efforts are visible, the Company also has been hard at work, creating advanced capabilities  that  are  improving  its  ability  to  execute  both  in  the  short  term  and  long  term.

Linking the Company’s Incentives to Its Plan and Share Owner Interests

While the Company’s compensation plans for 2020, as approved by the Committee in early 2020, initially followed the same framework used in 2019, as a result of the COVID-19 pandemic, the Committee subsequently amended the 2020 STI program.  The Company established its original STI plan goals for 2020 prior to the COVID-19 pandemic. As a result of the economic impact disruption caused by the COVID-19 pandemic, the goals were unlikely to be met, which would have resulted in the Company’s second consecutive year of no payout under its STI program.   As a result, the Committee and management were concerned about the program’s lost motivational value precisely when it was most needed.  Management proposed and the Committee agreed to amend the STI plan for 2020 to recognize the O-I team’s efforts in responding to the challenges of the COVID-19 pandemic. The amended STI plan supported the key financial targets associated with the Company’s COVID Response Plan, with a maximum payout equal to 50% of a participant’s regular target STI opportunity. Further, the Company was required to remain in compliance with the covenants of its secured credit agreement in order to be eligible for any NEO to receive a payout under the amended plan.  

For the 2020 LTI Plan, the Committee maintained the portion of the target value delivered in the form of performance stock units at 60% of target value, with the remaining 40% of target value delivered in the form of time-based restricted stock units.  Both award types have dividend equivalents to align them with the total returns provided to share owners and are only payable to the degree the underlying awards vest. The Committee also continued its approach for measuring long-term results associated with the performance stock units, wherein awards are based on the Company’s performance for a full three-year period as measured by cumulative Adjusted Net Earnings Per Share (“EPS”) and a three-year average Return on Invested Capital (“ROIC”), weighted equally, maintaining the program’s ties to delivering sustained, long-term financial results. Further, Relative total shareholder return (“r-TSR”) as a modifier to the performance stock unit payout further strengthens the program’s ties to share owners’ interests.  No payout was earned for the 2018-20 performance period.  Moreover, based on performance to date, we believe that the applicable goals are currently unlikely to be attained for our outstanding performance stock units for the next two LTIP cycles (2019-21 and 2020-22) and, accordingly, the payout is likely to be zero.  Despite these anticipated outcomes, the Committee made no changes or adjustments to these outstanding performance stock units that were affected by the COVID pandemic.

The Committee continued to set challenging incentive goals for both the STI and LTI plans consistent with the Board’s expectations of management and its commitments to share owners.  

As shown below, the Company’s incentive structure is highly motivational and creates share owner alignment.

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Incentive Plan Results: Reflect the Company’s Performance

The Company is confident that its strategy will continue to evolve and lead to improvement in its operating and stock price performance over the next few years. However, while the Company successfully managed the COVID-19 pandemic, 2020 presented some challenges as shown in the disappointing key financial performance results shown below:

Key Performance Results

The Company was highly effective managing its COVID-19 response plan by quickly aligning supply with demand and reducing capital expenditures and other costs. The Company also divested its ANZ business at an attractive valuation and continued to advance its tactical and strategic portfolio review to reduce its debt.  Based on the Company’s 2020 performance compared to the amended 2020 STI program goals, a maximum payout of 50% of each NEO’s target STI opportunity was earned.  

Generated cumulative EPS (as defined on page 36) of $6.20 over the three-year performance period 2018-2020, generating no payout for this measure under the Company’s LTI performance stock unit program.

Achieved average ROIC (as defined on page 36) of 8.81%, which also generated no payout for this measure under the Company’s LTI performance stock unit program.

These results were reflected in the compensation actually earned and paid for 2020 under the Company’s incentive plans, which required management to meet challenging goals.  

The Company’s NEOs earned a payout of 50% of target under the amended 2020 STI program, which was the highest payout attainable thereunder.  Management and the Committee believe this result is aligned with the underlying operating performance of the Company for 2020.  

Based on performance against the applicable performance metrics, the Company’s NEOs did not earn any performance stock units for the 2018-2020 period. The Committee felt the zero payout reflected the Company performance for the period, as the Company had strong performance in 2018, offset by weaker performance in 2019 and 2020. As the performance stock units are earned based on cumulative EPS and average ROIC for each year of a three-year performance period, the payouts for the performance stock units granted in 2019 and 2020 will also be negatively affected by the performance of the Company for 2019 and 2020.

These payout levels are consistent with the Company’s historical trend of being closely aligned with the changes in its stock price and the returns earned by its investors relative to those of the S&P 500 or its pay benchmarking companies. This is more clearly seen in the realizable pay and performance analysis covered beginning on page 27. In addition, the Company’s stock ownership guidelines and substantial executive stock ownership also created significant alignment with the share owners, as the value of those holdings reflect changes in the Company’s stock price.

No Problematic Pay Practices

The Committee regularly monitors the Company’s pay practices, which are consistent with good corporate governance and identified best practices.  The Committee has established a clawback or recovery policy covering cash and equity incentives. Double triggers have been established for receiving any benefits associated with a change-in-control. Further, the Company does not offer tax gross-ups for any severance benefits or executive perquisites, with the exception of a tax gross up on the annual economic value of the executive life insurance benefit for Mr. Lopez, as the Committee previously determined that it was not in the share owners’ best interest to incur the costs that would be required to eliminate this contractually based benefit, and a modest tax gross up for Mr. Currarino for certain relocation costs. No other NEOs are eligible for gross-ups on these benefits. The stock ownership guidelines are consistent with those of other large companies and are reinforced by stock holding requirements.

The Committee also prohibits its directors, officers and employees from hedging their ownership of Company securities, whether such securities are granted as compensation or held directly or indirectly. This includes, but is not limited to, trading in publicly traded options, puts, calls, or other derivative instruments related to Company securities, such as zero cost collars and forward sale contracts.

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Compensation Principles

The Committee maintains executive compensation programs designed to align executive pay with share owner interests and the annual and long-term performance of the Company. The Company believes its executive compensation program strikes an appropriate balance between using responsible, measured pay practices and providing rewards that effectively attract and retain executives while motivating them to create value for the share owners without taking excessive risks. Key elements of this pay strategy include:

Key Principles of Compensation

Targeting total direct compensation (overall and by element) for the NEOs to approximate market median pay levels, while also considering internal equity, and regularly evaluating pay versus market practices using peer company and survey comparisons;

Ensuring that a majority of target compensation for each NEO is in the form of annual and long-term incentives, the latter delivered entirely in stock, based on a mix between the two that reflects market practices;

Analyzing annually the relationship between executive pay and Company performance to ensure alignment; and

Completing regular risk assessments, taking into consideration the Company’s business model, incentive plan design (including mix of incentive vehicles, balance of performance measures, target setting methodology, caps on payouts, etc.) and policies designed to reduce risk (such as share ownership and retention guidelines, clawback policy, and anti-hedging and prohibition of pledging policy), among other considerations, to evaluate if the Company’s compensation program promotes excessive risk taking.

Say on Pay Vote and Share Owner Outreach

89%

   

In the 2020 “Say on Pay” vote, the Company’s share owners approved the Company’s executive compensation program with an 89% approval rating. The Committee continues to believe the Company’s executive compensation program is well aligned with both share owners’ interests, competitive market practices and the overall performance of the Company and the individual executive. Nonetheless, the Committee and management regularly review compensation programs to ensure such alignment continues and make changes as appropriate or necessary.

As the Company believes that an annual “Say on Pay” vote encourages beneficial dialogue on compensation and provides the most consistent and clear communication channel for share owner concerns about executive compensation, the Company is holding an annual advisory vote in 2021 to approve executive compensation.

The Company’s 2021 Say on Pay proposal is found on page 79. The Committee believes the Company’s executive compensation program continues to represent share owners’ interests in a responsible and reasonable fashion and warrants your support at this year’s Annual Meeting.

The Committee will continue to consider the results from this year’s and future advisory votes on executive compensation. The Company continues to actively engage major share owners and proxy advisory firms, ISS and Glass Lewis, regarding executive pay and its alignment with share owner interests, as well as the preferred frequency in which to conduct the “Say on Pay” vote.  The Company believes these discussions have confirmed the reasonableness and appropriateness of the executive pay program’s principles, structure and outcomes.

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    2021 Proxy Statement


Compensation and Governance Practices

The Company’s executive compensation programs are designed to reflect appropriate governance practices aligned with the needs of the business. Below is a summary of compensation practices the Company has adopted to drive performance and to align with share owner interests, followed by a list of practices the Company does not subscribe to because the Company does not believe they would serve its share owners’ long-term interests.

What the Company Does/Has

    

What the Company Does Not Do/Have

  Aligned Pay and Performance

  Appropriately Demanding Incentive Goals

  Incentive Metrics Aligned with Value Creation Strategy: higher earnings (EBIT and EPS), greater free cash flow, capital efficiency (ROIC) and stock price (equity awards)

  Balanced Compensation Structure: fixed vs. variable; annual vs. long term; cash vs. stock; service vs. performance-based awards

  Target Market Median Pay Levels based on pay data of Peers and Other Industrial Companies of Similar Size

  Compensation Recovery (Clawback) Policy

  Stock Ownership and Retention Guidelines

  Double Trigger (a change in control and an involuntary termination) Requirement for Equity Vesting

  Anti-Hedging and Prohibition of Pledging Policy, as well as a Pre-Clearance Policy regarding equity transactions

  Annual Independent Risk Assessment of Compensation Programs

  Annual Review of Independence of Committee’s Advisors

  Annual “Say on Pay” Vote

  Independent Compensation and Talent Development Committee

  r-TSR modifier in the LTI performance stock unit program (beginning in 2019)

  Majority (60%) of LTI delivered in performance-based awards vs. service-based equity (beginning in 2019)

  Common Annual Grant Date each Year to Minimize Perception of Market Timing

  Protective Noncompete, Nonsolicitation and Confidential Information Covenants Applicable to LTI Awards

  One-year minimum vesting requirement for equity awards (subject to limited exceptions)

  Non-employee director award limit

  Excessive Perquisites or Tax Gross-ups for Perquisites: See “Other Benefits” for details

  Excise Tax Gross-Ups upon Change in Control

  Payment of Dividends or Dividend Equivalents on Unvested LTI awards

  Repricing of Underwater Stock Options

Rely on fixed compensation or service-based reward elements

Use the same financial metric(s) in the annual and long-term incentive plans

  Single Trigger Change in Control Severance Payments

  Encourage Excessive Risk Taking

  Liberal Share Recycling

  Multi-Year Employment Contracts

Assessment of Realizable Pay and Performance

The Committee annually compares the NEOs’ realizable pay and the Company’s performance to the pay and performance of peer group companies in order to assess the alignment of the Company’s pay and performance.

In assessing pay and performance, the Company’s independent compensation advisor, Pay Governance, analyzed the Company’s 2017-2019 realizable pay and performance relative to its peer companies. Unlike the results reported in the Summary Compensation Table on page 48, realizable pay looks at the pay an executive earned or could have earned for a period based on the actual financial performance against the Company’s incentive goals and the stock price performance that was influenced by those financial results. It also included the potential value that could be realized from any unvested awards based on the Company’s stock price at the end of that period (December 31, 2019). The Committee believes realizable pay is a better gauge for assessing pay and performance than the data found in the

2021 Proxy Statement    

27


Summary Compensation Table, as the Summary Compensation Table definition of total pay includes a mix of some elements that are actual pay, such as salary and annual incentives, and other elements that are accounting estimates of future potential pay, such as performance stock units and restricted stock units. Further, realizable pay excludes the annual changes in pension calculations which are not part of the pay decisions made by the Committee. Those benefits can significantly distort pay reported in the Summary Compensation Table and how it relates to the Company’s performance.

In assessing realizable pay, the Committee reviewed the actual rewards earned by the CEO and CFO from 2017 to 2019: base salaries received by the applicable executive, annual bonuses earned, vesting date value (as opposed to grant date or accounting value used in the Summary Compensation Table) of time-based LTI awards granted during the period, any gains realized on options granted during the period following exercise (which the Company did not award but some of its pay peers continue to award) and the value of any performance-based LTI awards granted and earned in the three-year period. In addition, realizable pay includes the value of any outstanding (unvested, unexercised or unearned) long-term incentives awarded during the three-year period based on the Company’s stock price as of December 31, 2019. The same approach is used to calculate the realizable pay of the CEOs and CFOs at peer companies. This enables the Committee to compare the Company’s realizable pay levels with similar executives at peer companies. As a result, realizable pay relies on information reported in peer company proxies, the latest year for which pay is available being 2019.

In addition to assessing the Company’s realizable pay levels relative to peer companies, the Committee also examined the Company’s annual and long-term performance versus those companies. From a long-term performance perspective, the analysis focused on total shareholder return (“TSR”) relative to those companies, which captures the principal goal of the Company’s long-term incentive plans—creating value for investors. As shown in the following two exhibits, the Company’s pay program has produced realizable pay levels relative to peers that are directionally and reasonably aligned with the Company’s TSR performance relative to those companies. For the 2017-19 period, the Company’s TSR and realizable pay levels for its CEO and CFO were both well below the median levels of its peers.

Graphic

Graphic

From an annual or short-term performance perspective, the Company’s performance across several perspectives of EBIT and cash flow performance (growth, percent of revenue and percent of invested capital) was evaluated relative to similar metrics for peers for each year of the past five years. These results captured the key drivers of the Company’s STI program, which support the Company’s strategic objectives as well as its long-term value creation efforts. The Company’s rankings relative to peers across these annual performance metrics were compared to rankings of the cash compensation (salary + actual bonus) earned by the Company’s CEO and CFO during the same period. As with the Company’s realizable pay and TSR comparisons, the Company’s annual cash compensation was appropriately aligned with its annual performance rankings relative to peers.  When considering the Company’s annual financial performance versus that of its peers for each of the past five years, the Company’s average peer ranking equaled the 33rd percentile, comparable to the average cash compensation (salary and bonus) ranking of its CEO (26th percentile) and CFO (37th percentile) relative to the Company’s peers.

From these perspectives, the Company believes the pay program produced acceptable outcomes with officers’ relative pay levels aligned with its relative annual and long-term performance levels, supportive of share owners’ interests.

28

    2021 Proxy Statement


Compensation Benchmarking

While realizable pay examines the alignment of the Company’s performance and the pay actually realized or realizable by those results, the Committee also annually reviews the competitiveness of the target pay opportunities provided to the Company’s senior leadership team (including the CEO and his key direct reports). This review encompasses all elements of target direct compensation: base salary, annual incentives and cash compensation (base salary + annual incentives), LTI and direct compensation (base salary + annual incentives + LTI). In addition, the review examines the mix of total pay (fixed to variable pay, short to long-term compensation and cash to stock compensation) and LTI mix (stock awards versus options and service versus performance-based awards). The objectives of this review are to ensure the opportunities associated with the Company’s program are aligned with its pay philosophy, which targets market median but also considers internal equity between senior leadership team members.

Market Data

In determining compensation levels for the senior leadership team, the Committee reviews competitive market remuneration data including:

proxies of companies in the peer group used to benchmark pay (shown below). Proxy data is only considered for the Company’s CEO and CFO; and
surveys published by Aon Hewitt, Mercer and Willis Towers Watson, which provide data reflecting the incumbent’s functional responsibilities and the appropriate revenue scope (corporate or region) of their operating unit, are used to assess the target compensation for other senior leaders.

Peer Group Companies

While there is no other company of comparable size to the Company that also focuses purely on glass container production, the group of peer companies used to benchmark executive pay practices and pay levels for select officers is selected primarily from companies in the packaging and manufacturing sectors that resemble the Company in size, business profile, global presence, asset intensity, and other relevant factors. After a review of the peer group companies in July 2019, the Committee elected not to make any changes to the comparator group for 2020.

Dollars in Millions

% Revs.

Total

Mkt.

Enterp.

Outside

# of

Company(1)

    

Industry

    

Revs.(2)

    

Assets(2)

    

Cap(3)

    

Value(3,4)

    

U.S.(5)

    

Emp.

    

WestRock Company

 

Paper Packaging

 

17,579

28,780

11,452

21,368

18

%

49,300

Tenneco Inc.

 

Auto Parts and Equipment

 

15,379

11,852

863

6,277

67

%

73,000

Parker-Hannifin Corporation

Industrial Machinery

13,696

19,738

35,086

42,268

33

%

50,520

Trane Technologies plc(6)

Building Products

12,455

18,157

34,857

37,395

28

%

35,000

Goodyear Tire & Rubber Company

Tires and Rubber

12,321

16,506

2,543

9,194

56

%

62,000

Ball Corporation

Metal and Glass Containers

11,781

18,252

30,480

37,769

46

%

21,500

Crown Holdings, Inc.

Metal and Glass Containers

11,575

16,670

13,289

21,544

69

%

33,000

Dana Incorporated

Auto Parts and Equipment

7,106

7,376

2,820

5,225

52

%

38,200

Owens Corning

Building Products

7,055

9,481

8,200

10,844

33

%

19,000

Avery Dennison Corporation

Paper Packaging

6,972

6,084

12,939

14,781

76

%

32,000

Packaging Corporation of America

Paper Packaging

6,658

7,433

12,986

14,625

5

%

15,200

Graphic Packaging Holding Company

Paper Packaging

6,560

7,805

4,587

8,631

21

%

18,775

Sonoco Products Company

Paper Packaging

5,237

5,277

5,950

7,632

35

%

20,000

Silgan Holdings Inc.

Metal and Glass Containers

4,922

6,512

4,101

7,355

26

%

15,610

Sealed Air Corporation

Paper Packaging

4,903

6,084

7,104

10,606

47

%

16,500

Greif, Inc.

Metal and Glass Containers

4,515

5,511

2,304

5,120

39

%

16,000

Terex Corporation

Construction Machinery and Heavy Trucks

3,076

3,032

2,418

3,088

48

%

8,200

75th Percentile

 

  

 

12,321

16,670

12,986

21,368

52

%

38,200

50th Percentile

 

  

 

7,055

7,805

7,104

10,606

39

%

21,500

25th Percentile

 

  

 

5,237

6,084

2,820

7,355

28

%

16,500

O-I Glass, Inc.

 

Metal and Glass Containers

 

6,091

8,882

1,870

6,737

71

%

25,000

O-I Percentile Rank

 

  

 

29

%

54

%

4

%

21

%

95

%

52

%


(1)Excludes Bemis Company (now known as Amcor Flexibles North America) since acquired by Amcor plc in 2019; fiscal 2020 financial data unavailable
(2)Fiscal 2020 financial data
(3)Data as of December 31, 2020

2021 Proxy Statement    

29


(4)Enterprise value defined as market capitalization plus total debt plus total preferred equity plus minority interest less cash and short-term investments
(5)Select companies’ data represent revenues for sales outside North America
(6)The company was formerly known as Ingersoll-Rand Plc and changed its name to Trane Technologies plc in March 2020

Compensation Program Overview

Total Direct Compensation

Total direct compensation is the combination of base pay, short-term incentive and long-term incentives. Although the Company’s pay philosophy targets market median, while also considering internal equity, an NEO’s total direct compensation opportunity may be higher or lower than the market 50th percentile based on individual performance, experience, past leadership roles, potential future contributions and Company performance. In making compensation decisions, the Committee considers each of these factors and the NEO’s total direct compensation to ensure overall alignment with the Company’s compensation philosophy and principles.

It is the Company’s philosophy that a significant portion of the target compensation opportunity provided to the NEOs be “variable” or “at risk”—based on Company performance and/or the price of the Company’s stock. Based on compensation packages in effect on December 31, 2020, the CEO had 88% of his target total direct compensation “at risk” and the other NEOs had approximately 65% of their target total direct compensation “at risk.” The Company has no prescribed pay mix that drives compensation decisions. The resulting pay mix is based on the Company’s pay philosophy, market pay data used to establish individual executive’s compensation and internal equity pay considerations.

Graphic

Graphic

The Committee strives to achieve alignment between executive pay and performance by establishing and adhering to a fair and performance-oriented rewards philosophy/strategy, setting appropriate performance objectives which are assessed annually for their difficulty, and regularly testing the relationship between pay and performance.

Base Pay

The base pay program is designed to ensure the Company’s ability to attract and retain key executives. The Committee reviews NEO salaries and pay positioning at least once per year, and may adjust salaries based on several factors, including: current market conditions, Company performance, individual performance, previous experience, potential, the results of benchmarking against market data, and the Company’s overall merit pay budgets. Merit pay budgets are set annually based on external labor market trends, business performance, inflation and other pertinent factors. In 2020, the Company’s merit budget was 3% for the United States and 1% for Switzerland. Messrs. Lopez and Alvarez did not receive a merit increase. The Committee approved a base pay increase of 1% for Mr. Aujouannet and 3% for Mr. Currarino, aligned with the applicable merit budget. The Committee approved a base pay increase of 9% for Mr. Haudrich, 11% for Mr. Torno, and 6% for Ms. Wilkinson, recognizing their performance and in order to bring their base salaries closer to the median of the market. Mr. Torno received a subsequent base salary increase of 15%, effective November 1, 2020, in recognition of his expanded role as President, Business Operations and O-I Europe. Overall, base

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    2021 Proxy Statement


salaries for these officers (after taking into account the 2020 increases), as set forth in the table below under “Pre-Adjustment Annual Base Salary,” generally reflect the median of the market, consistent with the Company’s pay philosophy.

The base salaries for the CEO and the other NEOs were reduced by 25% and 20%, respectively, from June 1 through December 31, 2020, under the compensation reduction program approved by the Board of Directors.  In order for the NEOs to be eligible for a repayment of the reduced amounts, the Company was required to remain in compliance with the covenants of its secured credit agreement, which it did.  In January 2021, those NEOs whose salaries were reduced and who were still actively employed by the Company received a payment equal to the amount of the reduction, plus an extra 1% to 3% (depending on country) to recognize their contribution to ensure the Company’s financial stability.  The NEOs’ percentage reductions and reduced annual salaries are set forth in the table below:

Name

Percentage of Reduction in Annual Base Salary

Pre-Adjustment Annual Base Salary

Post-Adjustment Annual Base Salary

Andres A. Lopez

25%

$1,050,000

$787,500

John A. Haudrich

20%

$600,000

$480,000

Arnaud Aujouannet

20%

CHF 460,000

CHF 368,000

Giancarlo Currarino

20%

$505,000

$404,000

Vitaliano Torno(1)

20%

CHF 680,000/CHF 780,000

CHF 544,000/CHF 624,000

Miguel I. Alvarez

20%

$505,000

$404,000

Mary Beth Wilkinson

20%

$550,000

$440,000


(1)Mr. Torno received a base salary increase, effective November 1, 2020, in recognition of his expanded role as President, Business Operations and O-I Europe.

Short-Term Incentive

The Company’s annual STI program is designed to promote the achievement of short-term financial results and motivate individual performance. The Company’s STI program established at the start of 2020 followed the same framework used in 2019.  However, as described below, the Committee amended the 2020 STI program as a result of the challenges presented by the COVID-19 pandemic.

Original 2020 STI Program

Measures

The Committee reviews the performance measures for the STI each year to ensure they support the Company’s ongoing business strategies and reflect the needs of the business as well as drive share owner value. For the 2020 STI program, the Committee initially determined to evaluate performance against the following measures to determine STI awards under the Amended and Restated 2017 Incentive Award Plan:

Measure

    

Weight

    

Definition

Financial Measures:

EBIT

80

%  

Consolidated earnings from continuing operations before net interest expense and provision for income taxes, excluding charges for asbestos-related costs, restructuring, asset impairment and other items that management considers not representative of ongoing operations, and adjusted for changes in foreign currency exchange rates and to exclude the impact of acquisitions and divestitures that were not included in the Company’s budget and that occurred during the performance period.

FCF

20

%  

Cash provided by continuing operating activities less cash payments for property, plant and equipment from continuing operations, adjusted for changes in foreign currency exchange rates and for payments made beyond the Company’s annual statutory requirement for pensions that were not included in the Company’s budget.

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31


The Committee believes these measures strike a reasonable balance between accounting (EBIT) versus value-based metrics (FCF) and reward results within management’s control versus those outside their ability to influence. These metrics also aligned with the Company’s strategic objectives for 2020 (before the COVID-19 pandemic) and supported both short- and long-term share owner value creation based on discussions with its investors.  In addition, by rewarding the senior leadership team based on enterprise performance, the senior leadership team is encouraged to leverage one country to compensate for pressures in another country, for the good of the entire Company.

While the Company is affected by broader macroeconomic trends, including currency and interest rate shifts, results are measured on a constant currency basis in order to squarely focus management on select key value drivers and delivering steady—and improving—performance results they can control and influence. The Company bases its incentive programs and sets core operating goals on metrics the executive team can influence and thus create increased long-term share owner value. This design drives motivation and retention despite cost headwinds and other external challenges that may be out of the executive team’s control.

Each measure stands alone for payment, so results under one measure can result in payment (up to the established maximum for that metric) even if results under the other measure result in no payout.

Determining Performance Targets and Measure Weights

The Committee reviews and approves the financial targets and measure weightings set for the metrics for each plan year after considering the overall Company budget (as approved by the Board of Directors), the state of the industry and other external economic factors for the Company overall. Performance is based on the Company’s absolute performance.

When setting the targets for the measures, the Committee considers an assessment prepared by its independent executive compensation consultant, Pay Governance, of the difficulty of its financial goals from various perspectives, including the Company’s historic payout results, as well as a comparison of proposed goals versus: previous goals, the Company’s performance guidance, analyst estimates for the Company and its peers as well as the historic performance of the Company and its peers. The assessment found the Company’s initial EBIT goals for 2020 to be challenging and the FCF goals to be very challenging.

Individual Target Opportunities

Target awards for each NEO are expressed as a percentage of annual earnings based on market competitiveness and considering the Company’s overall median pay philosophy. Achievement of threshold financial performance against the performance measures would result in a payout of 30% of the target opportunity, while maximum performance would yield a payout of 200% of the target.

Target incentives are sufficient to produce median cash compensation (salary + annual incentives) if earned, with maximum incentives capable of producing top quartile pay if maximum performance goals are achieved or exceeded. If no STI awards are paid, pay for the Company’s NEOs would rank in the market’s bottom quartile on a cash compensation basis.

For 2020, the initial individual target STI opportunities were as follows and were the same as those offered in the prior year:

Annual

Target

Target

Name

    

Earnings

%

$

Andres A. Lopez

$

1,050,000

150%

$

1,575,000

John A. Haudrich

$

587,500

80%

$

470,000

Arnaud Aujouannet

CHF

458,750

50%

CHF

229,375

Giancarlo Currarino

$

501,250

65%

$

325,813

Vitaliano Torno(1)

CHF

679,167

65%/75%

CHF

454,458

Miguel I. Alvarez(2)

65%

Mary Beth Wilkinson(2)

65%


(1)Mr. Torno received an STI target percent increase and base salary increase, effective November 1, 2020, in recognition of his expanded role as President, Business Operations and O-I Europe. His target STI award reflects earnings and target before and after this increase.

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    2021 Proxy Statement


(2)Mr. Alvarez and Ms. Wilkinson were not eligible for an STI payout for 2020 because their employment with the Company
ended in 2020.

Original 2020 STI Targets

The original STI performance targets for the enterprise are as follows (dollars in millions):

Performance Range

Threshold

Target

Maximum

Actual

Weight

    

Measure

    

30%

    

100%

    

200%

    

Results

80

%  

EBIT

$

616

$

740

$

784

$

579

(1)

20

%  

FCF

$

235

$

315

$

393

$

170

(1)


(1)See Appendix A for a calculation of this measure.

Actual results for EBIT and FCF were below the originally established threshold performance levels.

Amended 2020 STI Program

The COVID-19 pandemic significantly impacted the Company’s financial performance due to lower demand and significant production disruption given lock-downs in several key markets, leading the Company to establish the COVID Response Plan to help mitigate the impact of the COVID-19 pandemic, ensure liquidity, and maintain financial flexibility. The Committee believed the goals originally established for the 2020 STI program were unlikely to be attained in light of the COVID-19 pandemic. The Committee and management were concerned about the program’s lost motivational value precisely when it was most needed. As a result, the Committee agreed to exercise its discretion in determining a potential STI payment for 2020 to recognize the O-I team’s efforts. The Committee amended the STI program to support the key financial targets associated with the Company’s COVID Response Plan (as further described below), with a maximum payout per executive of 50% of the applicable NEO’s regular target STI opportunity. In order for the NEOs to be eligible for any payout under the amended program, the Company was required to remain in compliance with the covenants of its secured credit agreement.

The amended STI program relied on the Committee’s discretion to approve a payout up to 50% of the original target amounts, considering the Company’s performance against the following elements of the COVID Response Plan:

Measure

    

Weight

Remain in compliance with the covenants of secured credit agreement

Qualifier for Payout

Operating Expense Reduction

20%

Capital Expenditures & Exceptional Maintenance Spending Reduction

20%

Manufacturing Efficiencies

10%

Working Capital Improvement

20%

Business Portfolio

20%

Management Resiliency

10%

TOTAL (to be applied to the 50% opportunity)

100%

The Company remained in compliance with its secured credit agreement covenants in 2020 and made excellent progress on its COVID Response Plan. This plan included a number of initiatives to decrease previously budgeted spending amounts. The Company was highly effective in managing manufacturing efficiencies and costs as well as capital expenditures and maintenance spending, such that the turnaround initiatives yielded approximately $115 million of benefits in 2020, well above the original target of $50 million. The Company properly aligned supply with demand, consistent with its focus on working capital management to generate cash. Likewise, the divestiture of business operations in Australia and New Zealand was an important milestone in repositioning the Company’s business portfolio. Resiliency was at Board discretion based on a comprehensive consideration of management’s focus, urgency and execution during the period.

Based on the Company’s 2020 performance compared to the amended 2020 STI program goals, the Committee approved a payout of 50% of each NEO’s target STI amount, which represented the maximum payout available under the amended program.  Management and the Committee believe this result is aligned with the underlying operating performance of the Company for the year.

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33


Payout History

The Company has a history of setting reasonably demanding goals. Over the past five years, as demonstrated by the chart below, STI payouts for the Company have ranged from 0% to 145% of target, with an average payout of 74%. Furthermore, the pay and performance analyses of the actual cash compensation earned by the Company’s CEO and CFO versus that of their peers has been aligned with the Company’s annual financial performance relative to peers.  Finally, annual STI payout levels (as a percent of target) have generally reflected the Company’s annual TSR performance relative to the S&P 500 (e.g., payout above target when the Company’s TSR is above the S&P median, below target when TSR below the S&P median).

Graphic

Long-Term Incentives

Long-term incentive compensation is delivered solely in the form of equity. This component of the executive compensation package rewards each NEO’s contributions to the Company, provides motivation to achieve the Company goals, builds stock ownership to strengthen the alignment with share owners’ interests, drives share owner value over time and is an important retention tool.

Equity Grant Practices

The Committee has established a formal process to govern equity grants. The same process is used for all employees receiving equity grants, including the NEOs. Each December, the Committee is asked to determine the overall pool (dollar value) of equity available for awards during the upcoming year’s grant cycle. In making a proposal to the Committee, the Company reviews the prior year grants, current competitive market data, shares available under the approved equity plan, annual share usage and total potential dilution data, as well as each executive officer’s overall compensation package in relation to the market.

Once the overall amount of equity available is determined, the CEO makes individual award recommendations for each senior executive. These recommendations are presented to the Committee for review and approval. The Committee works with Pay Governance, its executive compensation consultant, to determine the grant value for the CEO using the same general criteria.

The Committee set March 7 of each year as the common grant date for annual equity awards. This date falls outside of the quarterly blackout periods prescribed under the Addendum to Insider Trading Policy applicable to all NEOs. In addition, a common grant date for annual grants minimizes the perception of market timing. The Committee retains the discretion to make equity grants off-cycle for situations such as promotions, external hires and market compensation adjustments.

LTI Mix

The Committee uses a balanced approach to delivering LTI by awarding 60% of target value in the form of performance stock units and 40% in the form of time-based restricted stock units. The Company also grants tandem dividend

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    2021 Proxy Statement


equivalents payable with respect to performance stock units and restricted stock units that become vested. The Committee believes that this emphasis on performance-based LTI awards is aligned with management’s shareholder value creation efforts.

To determine the number of performance stock units and restricted stock units to grant, the total LTI award value is multiplied by the percentage of performance stock units and restricted stock units (e.g., 60% or 40%, as applicable) and then the resulting value is divided by the Common Stock price on the date of grant. For example, assuming an overall LTI award with a value of $100,000 and a stock price of $15.00, the number of performance stock units and restricted stock units granted would be calculated as follows:

Performance Stock Units:

$100,000

Target LTI

X

    60%    

    =    

    $60,000    

    =    

    4,000    
    units    

$15.00

Restricted Stock Units:

$100,000

Target LTI

X

40%

=

$40,000

=

2,667
units

$15.00

If the performance goals are met at the end of the three-year performance period (subject to continued service through the end of the performance period), performance stock units are settled in an equivalent number of shares.  Restricted stock units vest 25% on each of the four anniversaries following the grant date (subject to continued service through the applicable vesting date).

Awards are granted with tandem dividend equivalents, which confer on the holder of such performance stock units and restricted stock units the right to receive dividend equivalent payments for dividends declared over the portion of the performance period or time-vesting period (as applicable) during which such units remain outstanding. Such dividend equivalents are payable only if and when the underlying unit vests and will generally be paid in cash upon or shortly after vesting of the underlying unit.

The value of the shares received from vested performance stock units and restricted stock units is tied to the Company’s stock price, which provides share owner alignment. The Committee also believes the LTI mix provides a balanced incentive program that limits compensation plan risk.

Performance stock units have a strong pay for performance orientation and are a large enough portion of overall potential compensation to have a meaningful impact on the NEOs’ total realized compensation depending on Company performance and total share owner return. The use and overall weighting of performance stock units focus executives on fundamental long-term financial goals in addition to stock price performance. Restricted stock units are intended to foster long-term retention of the Company’s NEOs, while still providing alignment of compensation with share owners. This combination of long-term incentive awards, along with the Company stock ownership and retention guidelines (described below), promotes alignment with share owner interests.

Individual Award Opportunities

Each year, the Committee determines an overall equity award value, expressed as a dollar amount, based on median market data for each NEO. Individual awards may vary based on performance, leadership, potential, time in the role, internal equity and other relevant factors. When making grant decisions, the Committee focuses on the dollar value of the award for each NEO, and also considers the overall dilutive impact of shares granted to the entire employee population.

Based on the market data, individual and Company performance (including relative share owner return and other relevant metrics) and executive retention concerns, the Committee approved the NEOs receiving equity grants with the

2021 Proxy Statement    

35


following fair market values that approximate market median values and can produce target total direct compensation (salary + target annual incentives + target LTI award value) that also approximates market median:

2019 Grant

2020 Grant

Name

    

Value

    

Value

Andres A. Lopez

$

5,625,000

$

6,100,000

John A. Haudrich

$

1,100,000

$

1,450,000

Arnaud Aujouannet

$

231,402

$

285,153

Giancarlo Currarino

$

600,000

$

625,000

Vitaliano Torno

$

431,341

$

439,095

Miguel I. Alvarez (1)

$

525,000

$

525,000

Mary Beth Wilkinson (1)

$

630,000

$

900,000


(1)Unvested awards granted to Ms. Wilkinson were cancelled upon her separation of employment from the company.  Upon the separation of his employment with us, a prorated portion of Mr. Alvarez’s unvested and outstanding performance share units vested and will be paid to him based on actual performance during the applicable performance period. All of his unvested restricted stock units were forfeited.

Target LTI values were increased an average of 16% primarily because of two NEOs with LTI values in 2019 that were well below their market median levels.  The amount ultimately earned with respect to restricted stock units will be a result of the performance of the Company’s stock. The amount earned for performance stock units will be a result of the performance of the Company’s stock as well as the Company’s performance against pre-established three-year financial goals.

Performance Stock Units

Performance stock units reward financial performance of the Company over a three-year cycle. The vesting of performance stock units is based on the financial performance of the Company as a whole (total or consolidated O-I results), as this increases the focus on long-term results that drive share owner value. Grants made in 2020 have a three-year performance cycle of January 1, 2020—December 31, 2022.

Awards are based on the Company’s performance for the full three-year period as measured by cumulative EPS and average ROIC. The Committee believes this design enhances the program’s ties to delivering sustained, long-term financial results.

Aside from certain exceptions, performance stock units do not vest until the end of the related performance period, subject to achievement of the pre-established goals. The performance criteria for each three-year performance cycle are approved by the Committee at the grant date.

The outstanding performance stock units measure the Company’s performance over the three-year period based on the measures shown in the following table.

Measure

    

Weight

       

Definition

Three-Year Average ROIC

50

%  

EBIT (1), multiplied by one minus the Company’s tax rate (excluding items that management considers not representative of ongoing operations), divided by the sum of total debt and total share owners’ equity. For the three-year performance period, the Committee elected to hold constant the pension/retiree medical portion of Accumulated Other Comprehensive Income (“AOCI”).

Cumulative Adjusted Net EPS for
the Three-Years

50

%  

Diluted earnings per share from continuing operations attributable to the Company before items that are not representative of ongoing operations also excluding the impact of acquisitions and divestitures and non-service pension costs.


(1)EBIT not adjusted for foreign exchange.

The Committee excludes certain items from determining the Company’s performance relative to its performance stock unit metrics: changes in pension/retiree medical portion of AOCI, non-service pension costs, impact of acquisition/divestitures and share buybacks above dilution. The exclusion of these items provides a more reasonable assessment of the Company’s performance and management’s success in meeting the Committee’s objectives.

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For grants made in 2020, the threshold, target and maximum values for the performance criteria were determined considering the Company’s expected growth rates. When setting the targets, the Committee’s independent compensation advisor conducts a difficulty assessment from various perspectives, including the Company’s historic payout results, as well as a comparison of proposed goals versus: previous goals, public guidance, analyst estimates, historic performance, peer historic performance and analyst estimates for peers.

No award is earned if performance against each of the measures is below the threshold performance level relative to the targets established by the Committee for the three-year performance period. If performance for a given measure meets or exceeds the threshold level, NEOs can earn from 30% to 200% of target for that measure. The Committee reviews audited financial results prior to determining the amount of any award earned, and there is no discretion applied to individual payout amounts.

MODIFICATION OF AWARDS BASED ON r-TSR

In an effort to further align executive compensation with share owner interests, the performance stock units are subject to an r-TSR modifier, wherein a multiplicative percentage is applied to adjust the results based on EPS and ROIC performance (equally weighted), based on the Company’s TSR over the three-year performance period compared to the overall TSR performance for the companies in the Material Sector of the S&P 1500 index during the same time frame.

Graphic

Graphic

The Committee chose the Material Sector within the S&P 1500 index as a benchmark because it is a recognizable index group, with approximately 85 independently selected companies with a similar profile to the Company. The Company’s TSR performance relative to the index group will affect the payout by up to 20% – favorably or unfavorably - based on relative TSR performance, which could result in an actual payout above or below the 30% to 200% payout range noted below.  If the Company’s TSR is at or below the 25th percentile of peer group, the performance stock unit payout will be reduced by 20%. If the Company’s TSR is between the 25th and 75th percentiles, the performance stock unit payout will be adjusted between -20% and +20%, as shown in the chart. If the Company’s TSR is at or above the 75th percentile of peer group, the performance stock unit payout will be increased by 20%.

The TSR modifier ensures that participants will not get the full maximum payout with respect to their performance stock units unless the Company’s TSR is at least at the median of the index, while providing an upside opportunity when performance is above the median.

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Performance Stock Unit 2018—2020 cycle results

For performance stock units granted in 2018, which had a three-year performance cycle commencing January 1, 2018 and ending December 31, 2020, EPS and ROIC performance were both below the threshold payout level resulting in a performance stock unit payout of 0%.  

Weighted

 

Payout

 

Performance Range

Payout

(as % of

Threshold

Target

Maximum

Actual

(as % of Target

Target

 

    

Weight

    

30%

    

100%

    

200%

    

Results (1)

  

Award)

    

Award)

 

ROIC

50

%  

10.27

%  

10.57

%  

10.85

%  

8.81

0

%  

0

%

EPS

 

50

%  

$

8.02

$

8.44

$

8.86

$

6.20

0

%  

0

%

Total Payout (as % of Target Award)

 

  

 

  

 

  

 

  

 

  

 

  

 

0

%


(1)See Appendix A for a calculation of these measures.  

Performance Stock Unit Payout History

Since the Company’s performance stock units are truly performance based, the target levels established at the beginning of each performance period represent goals that are challenging to achieve and incentivize improvement over prior years. Over the past five years, performance stock unit payouts have ranged from 0% to 200% of target, based on the actual performance levels achieved, with an average payout over the past five years of 82% (as demonstrated by the chart below). As with the Company’s STI payout levels, historical performance stock unit payouts generally have reflected the Company’s TSR results versus the S&P 500.

Graphic

Double Trigger Change in Control Vesting for Equity Awards

The Company requires a “double-trigger,” or both a change in control and an involuntary termination, in order for equity awards to vest under the Company’s broad-based equity plan. For additional information, see “Termination and Change in Control Payments” below.

Stock Ownership and Share Retention Guidelines

The Company has stock ownership and retention guidelines for all the NEOs, with the objective of better aligning executives’ interests with those of share owners.

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The guidelines are as follows:

CEO—5 times base salary
Senior Business / Function Leaders—2.5 times base salary
Other Key Leaders (as designated by CEO)—1.5 times base salary

The guidelines state that the targeted level of ownership must be achieved within five years of the time the individual becomes subject to the guidelines. Under these guidelines, shares owned outright, outstanding restricted stock/units, performance stock units (at target) and 401(k) holdings all count as shares owned. In addition, the Committee has share retention guidelines. These guidelines state that until the stock ownership level is met, NEOs are required to retain 75% of the “net profit shares” acquired from option exercises and vested restricted stock units and performance stock units. Net profit shares are those shares remaining after payment of tax obligations and, if applicable, option exercise costs.

The Committee reviews ownership levels for executive officers on an annual basis. Failure to comply with the stock ownership and retention guidelines may result in delays in promotions and/or future compensation increases.

Ownership achievement against guidelines is measured on June 30 each calendar year, based on a 200-day moving average of the stock price. For the 2020 review, all of the NEOs met or significantly exceeded their ownership guidelines, with the exception of Mr. Aujouannet, who has until November 1, 2022 to meet his guideline, and Mr. Torno who had met his guideline prior to the decline in stock price impacting the 2020 review:

    

Expected
Ownership Level
(as a multiple of salary)

    

Actual
Ownership Level
June 30, 2019
(as a multiple of salary)(1)

    

Actual
Ownership Level
June 30, 2020
(as a multiple of salary)(2)

Andres A. Lopez

5.0 × salary

16.8 × salary

13.8 × salary

John A. Haudrich

2.5 × salary

4.8 × salary

4.6 × salary

Arnaud Aujouannet

2.5 × salary

1.2 × salary

1.2 × salary

Giancarlo Currarino

2.5 × salary

2.8 × salary

2.5 × salary

Vitaliano Torno

2.5 × salary

3.2 × salary

2.2 × salary

Mary Beth Wilkinson

2.5 x salary

3.3 x salary

3.1 x salary


(1)200 day moving average stock price was $18.27
(2)200 day moving average stock price was $9.58  

Anti-Hedging and Pledging Policies

The Company’s Insider Trading Policy prohibits the Company’s directors, executive officers and other covered personnel from hedging their ownership of Company stock, including trading in publicly traded options, puts, calls, or other derivative instruments related to Company stock or debt. The Company’s Insider Trading Policy also prohibits the Company's directors, executive officers, employees and other covered personnel from purchasing company securities on margin, pledging company securities as collateral for a loan, and borrowing against any account in which company securities are held.

Compensation Recovery (Clawback) Policy

The Company’s Compensation Recovery Policy allows the Company to recoup cash and equity incentive compensation that was granted, received, vested or accrued during the prior three-year period and based on inaccurate financial performance resulting in a restatement of results, regardless of fault. This policy applies to any current or former officer of the Company or any of its subsidiaries who report or reported to the CEO.

Risk Assessment

The Committee conducts an annual assessment of the Company’s executive compensation practices and the relationship between its executive compensation program design and organizational risk. While the Company made no changes to its regular pay program at the start of the year, the COVID-19 pandemic forced the Company, like many companies, to re-evaluate the incentive plans that were in-progress during the year. The Committee believed the goals originally established for the 2020 STI program were unlikely to be attained in light of the COVID-19 pandemic.  Further,

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the 2019 STI payout was 0% and all outstanding performance stock units (2018-20, 2019-21 & 2020-22) were forecasted at 0% of target opportunity.  The Committee and management were concerned about the STI program’s lost motivational value precisely when it was most needed.  As a result, the Committee amended the STI program to support the key financial targets associated with the Company’s COVID Response Plan, with a maximum payout of 50% of the original target STI opportunity. The Company was required to remain in compliance with the covenants of its secured credit agreement in order for any NEO to be eligible for any payout under the amended STI program.  Based on the Company’s 2020 performance compared to the amended 2020 STI program goals, a payout of 50% of each NEO’s original target opportunity was earned.  The Committee determined that these temporary changes to the Company’s pay program do not promote excessive risk taking based on the relatively modest potential payout, emphasis on objective financial metrics based on enterprise-wide results and the Committee’s continued oversight. The Committee determined that, in the aggregate, these changes did not change the risk profile of the overall program.  As a result, the assessment of the risk taking associated with the Company’s executive incentive plans has not changed from last year, which found there were no material risks with the Company’s program.  Therefore, the Committee believes there are no executive compensation practices in relation to organizational risk that would cause significant share owner concern.  

The Company also conducted an enterprise risk assessment of its compensation programs and policies from legal, human resources, auditing and risk management perspectives, the results of which were reviewed and discussed with the Committee. Based on both of these assessments, the Company concluded that its compensation programs and practices are not reasonably likely to have a future material adverse effect on the Company. In reaching this conclusion, the Company considered several items that mitigate the Company’s level of risk exposure.

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Risk Mitigation Measures

The Company’s business model and related incentive plans are generally consistent across all its regions; none contributes more than half of the Company’s revenues or operating profits;

The Company’s pay mix is generally consistent with peer practices;

There is a direct cap on payouts (200% of target for STI and performance stock units or 240% with the r-TSR modifier) and the Committee has the ability to adjust performance goals and incentive payouts to help limit risk;

The Company’s incentive plans incorporate multiple performance measures that balance growth, profitability, cash generation and capital efficiency;

Target setting considers internal budgeting and external market factors;

Multiple LTI equity vehicles, stock ownership guidelines and share retention requirements align the interests of NEOs and share owners;

The compensation recovery (clawback) policy that allows the Company to recoup cash and equity incentive compensation that was earned based on inaccurate financial performance resulting in a restatement of results, regardless of fault;