Enters Into Cooperation Agreement with
Shareholders Ancora and Eminence Capital
Berry Global Group, Inc.
(NYSE: BERY) (“Berry” or the “Company”), a leading supplier of packaging solutions for consumer goods and industrial products, today announced the appointments of three new independent members of the Company’s Board of Directors (the “Board”) and the formation of a Capital Allocation Committee. In connection with these enhancements, which align with Berry’s ongoing focus on Board refreshment and maintaining strong governance, the Company also entered into a mutual cooperation agreement (the “Agreement”) with shareholders
Ancora Holdings Group, LLC
(“Ancora”) and
Eminence Capital, L.P.
(“Eminence”).
As a result of Berry’s existing focus on Board refreshment efforts, the Company will appoint
Meredith Harper
as an independent director following the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”).
Ms. Harper
is currently Senior Vice President and Chief Information Security Officer of Synchrony Financial. She will succeed
Paula Sneed
, who has reached Berry’s director retirement age and chosen to retire from the Board. As a result of collaboration with Ancora and Eminence, Berry has agreed to also appoint
Chaney Sheffield
and
Peter Thomas
as independent directors.
Mr. Sheffield
is a Partner at
Canyon Partners, LLC
and
Mr. Thomas
is the former Chairman, Chief Executive Officer and President of
Ferro Corporation
.
Mr. Sheffield
will join the Board immediately and
Mr. Thomas
will act as a non-voting observer until officially joining the Board following the 2023 Annual Meeting.
Following the 2023 Annual Meeting, Berry will expand its Board to 12 members, 11 of whom are independent.
Berry Chairman
and CEO
Tom Salmon
said:
“We are pleased to strengthen our Board by adding Chaney, Peter and Meredith, who collectively possess a wealth of additive expertise in areas such as capital allocation, corporate governance, cybersecurity and strategic planning. On behalf of the Board, we thank Paula for her distinguished service and many contributions to the Company since joining as an independent director in
March 2018
. Throughout her tenure on the Board, Paula has served as a trusted leader, advisor and partner. We congratulate her on a well-deserved retirement.”
Berry Lead
Independent Director
Stephen E. Sterrett
added:
“We appreciate the opportunity we have had to engage with a cross-section of shareholders and gather valuable input on Board composition in recent months. We are committed to appropriately refreshing our Board to complement our existing skillset in support of the Company’s flexible and disciplined capital allocation strategy, which balances growth investments, strategic portfolio management, operational discipline and return of capital to shareholders. These new independent directors will bring unique perspectives to the Berry Board as we continue to have constructive dialogue with all of our shareholders and drive value creation.”
Fredrick DiSanto
, Chairman and Chief Executive Officer of Ancora, added:
“We appreciate the productive private engagement we have had with the Board and management regarding the Board’s refreshment efforts. We believe Berry is positioned for a strong future and can drive enhanced value for all stakeholders.”
Ricky Sandler
, Founder, Chief Executive Officer and Chief Investment Officer at Eminence, concluded:
“We have appreciated our constructive dialogue with Berry, which has built an impressive leadership position in the packaging industry as well as an attractive and durable financial profile. We look forward to continuing to engage and support the Company’s leadership team as it executes its strategy and pursues new paths to value creation over time.”
Berry also announced the formation of a Capital Allocation Committee, which will make recommendations to the Board and support management’s review of the Company’s capital allocation strategy. The Committee will be chaired by
Mr. Sheffield
and will initially also include three current Board members.
Mr. Thomas
will be an observer of the Committee and then will assume full membership upon joining the Board.
Citi is serving as financial advisor and
Latham & Watkins LLP
is serving as legal counsel to Berry.
Olshan Frome Wolosky LLP
is serving as legal counsel to Ancora and Eminence.
About
Meredith Harper
Meredith Harper
has been Senior Vice President and Chief Information Security Officer of Synchrony Financial since
June 2022
. She leads a multi-national team responsible for Security Operations, Incident Response, Identity & Access Management, Application Security, IS Risk Management, and IS Tools & Technology. Prior to joining Synchrony Financial,
Ms. Harper
served as the Vice President, Chief Information Security Officer for Eli Lilly & Company from
August 2018
to
June 2022
. Prior to joining Eli Lilly & Company,
Ms. Harper
served as Vice President, Chief Information Privacy & Security Officer at
Henry Ford Health System
from 2002 to
August 2018
.
Ms. Harper
has a B.S. in Computer Information Systems and a Masters in
Health Service Administration
from the
University of Detroit Mercy
, and a Masters of Jurisprudence in Health Law from the
Loyola Chicago School of Law
.
About
Chaney Sheffield
Chaney Sheffield
has been a Partner at
Canyon Partners, LLC
since 2008, overseeing billions of dollars of investment across the capital structures, public and private, of the packaging, paper, leisure, lodging and gaming sectors. He is a member of Canyon’s ESG Committee and is responsible for evaluating ESG qualifications on Canyon investments. Canyon owns approximately 2.2% of the outstanding shares of Berry. Prior to Canyon,
Mr. Sheffield
worked at Morgan Stanley, first in investment banking and later investing in distressed and special situation securities across the capital structure.
Mr. Sheffield
has a B.A. in Economics from
Harvard University
.
About
Peter Thomas
Peter Thomas
served as Chairman, Chief Executive Officer and President of
Ferro Corporation
until its sale to
Prince International Corporation
in 2022. Prior to that appointment, he served as the Operating Vice President of Ferro's
Polymer and Ceramic Engineered Materials Group
. Prior to Ferro,
Mr. Thomas
served in a variety of leadership roles at
Witco Corporation
, including Vice President of the Oleochemical-Derivatives business, Vice President of Sales and Global Market Director. He served as a director of Innophos Holdings, Inc., a leading international producer of specialty ingredient solutions for the food, health, nutrition, and industrial markets, until its acquisition by
One Rock Capital Partners
in 2020.
Mr. Thomas
has a B.S. in Chemistry and BioChemistry from
Duquesne University
and an M.B.A. in Finance and Marketing from
Loyola University
.
About Berry
At
Berry Global Group, Inc.
(NYSE:BERY), we create innovative packaging and engineered products that we believe make life better for people and the planet. We do this every day by leveraging our unmatched global capabilities, sustainability leadership, and deep innovation expertise to serve customers of all sizes around the world. Harnessing the strength in our diversity and industry leading talent of 46,000 global employees across more than 265 locations, we partner with customers to develop, design, and manufacture innovative products with an eye toward the circular economy. The challenges we solve and the innovations we pioneer benefit our customers at every stage of their journey. For more information, visit our website, or connect with us on LinkedIn or Twitter.
FOR BERRY
Investor Contact:
Dustin Stilwell
1+812.306.2964
ir@berryglobal.com
Media Contact:
Eva Schmitz
1+812.306.2424
evaschmitz@berryglobal.com
Michael Freitag
/
Joseph Sala
/
Melissa Johnson
Joele Frank
,
Wilkinson Brimmer Katcher
1+212.355.4449
FOR ANCORA AND EMINENCE
Longacre Square Partners
Greg Marose
1+646.386.0091
gmarose@longacresquare.com
Source:
Berry Global Group, Inc.
