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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. N/A)

Filed by 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 Pursuant to Rule 14a-12

Berry Global Group, Inc.

(Name of Registrant as Specified in 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)

Aggregate number of securities to which transaction applies:

(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)

Proposed maximum aggregate value of transaction:

(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 of 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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January 10, 2022

Dear Stockholder:

The directors and officers of Berry Global Group, Inc. join me in inviting you to attend our Annual Meeting of Stockholders on February 16, 2022 at 10:00 a.m., Central Time, at the Bally’s Evansville Executive Conference Center, 450 NW Riverside Dr., Evansville, Indiana 47708. The formal notice of this Annual Meeting and the Proxy Statement appear on the following pages. After reading the Proxy Statement, please submit your proxy through the Internet or by touch-tone telephone, or complete, sign, date and promptly return the proxy card by mail in the enclosed postage paid, self-addressed envelope. We must receive votes submitted via mail, the Internet (via www.proxyvote.com) or by touch-tone telephone by 11:59 p.m., Eastern Time, on February 15, 2022 in order for them to be counted at the Annual Meeting unless you intend to vote in person. We encourage you to vote via the Internet using the control number that appears on the front of your proxy card and to choose to view future mailings electronically rather than receiving them on paper.

We urge you to submit your proxy promptly. Even after submitting the proxy, you may, of course, vote in person on all matters brought before the meeting.

Sincerely,

Thomas E. Salmon
Chief Executive Officer

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Notice of Annual Meeting of
Stockholders

Berry Global Group, Inc.
February 16, 2022

10:00 a.m., Central Time

Bally’s Evansville Executive Conference Center
450 NW Riverside Dr., Evansville, Indiana 47708

ITEMS OF BUSINESS

(1)

To elect the ten director nominees named in this Proxy Statement to Berry’s Board of Directors for one-year terms;

(2)

To ratify the selection of Ernst & Young LLP as Berry’s independent registered public accountants for the fiscal year ending October 1, 2022;

(3)

To approve, on an advisory, non-binding basis, our executive compensation; and

(4)

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The nominees for election as directors are B. Evan Bayh, Jonathan F. Foster, Idalene F. Kesner, Jill A. Rahman, Carl J. Rickertsen, Thomas E. Salmon, Paula A. Sneed, Robert A. Steele, Stephen E. Sterrett, and Scott B. Ullem, each of whom presently serves as a director of Berry. We describe each of the foregoing proposals in more detail in the accompanying Proxy Statement, which you should read in its entirety before voting.

RECORD DATE

Only stockholders of record at the close of business on December 28, 2021, the record date, are entitled to notice of and to vote at this meeting and any adjournments or postponements of this meeting.

PROXY VOTING

We encourage you to attend our Annual Meeting. Whether you are able to attend or not, we urge you to indicate your vote by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described in the Proxy Statement.

By order of the Board of Directors,

/s/ Jason K. Greene

Chief Legal Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to Be Held on Wednesday, February 16, 2022:
The proxy materials for the Annual Meeting are available at www.proxyvote.com.

Although we are currently planning to hold the Annual Meeting in person, in light of the ongoing public health concerns surrounding the coronavirus (COVID-19) outbreak, we may deem it necessary to hold the Annual Meeting solely by means of remote communication (i.e., a virtual meeting) in lieu of an in-person meeting. If we decide to hold a virtual meeting, we will announce it in advance in a press release, and details will be posted on our website and filed as additional proxy soliciting materials with the Securities and Exchange Commission. Accordingly, if you are planning to attend our Annual Meeting, please monitor our website prior to the meeting date.

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	PROXY STATEMENT SUMMARY					1
	PROXY STATEMENT					7
	QUESTIONS AND ANSWERS ABOUT THIS ANNUAL MEETING					7
	DIRECTORS AND EXECUTIVE OFFICERS					10
	SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT					13
	CORPORATE GOVERNANCE					14
	General					14
	Director Independence					14
	Director Nomination Process					14
	Board Composition					15
	Stockholder Engagement					15
	Meeting Attendance					15
	Board Committees					16
	Board Leadership Structure					16
	Board Role in Risk Oversight					17
	Communications with the Board					17
	Share Ownership Guidelines					17
	No Hedging or Pledging of Stock					18
	Global Code of Business Ethics					18
	Compensation of Directors					19
	Transactions with Related Persons					19
	REPORT OF THE AUDIT & FINANCE COMMITTEE					20
	EXECUTIVE COMPENSATION					21
	Executive Summary					21
	Compensation Discussion and Analysis					22
	Compensation & Talent Development Committee Report					26
	Compensation Committee Interlocks and Insider Participation					27
	Summary Compensation Table					27
	Grants of Plan-Based Awards for Fiscal 2021					28
	Outstanding Equity Awards at Fiscal Year-End Table					29
	Option Exercises in Fiscal 2021					30
	Employment Agreements; Potential Payments Upon Termination or Change in Control					30
	Equity Compensation Plan Information					33
	CEO Pay Ratio					33

	PROPOSAL 1: ELECTION OF DIRECTORS					34
	PROPOSAL 2: RATIFICATION OF SELECTION OF REGISTERED PUBLIC ACCOUNTANTS					34
	PROPOSAL 3: ADVISORY, NON-BINDING VOTE ON EXECUTIVE COMPENSATION					35
	DELINQUENT SECTION 16(a) REPORTS					36
	STOCKHOLDER PROPOSALS					36
	OTHER MATTERS					37
	EXPENSES OF SOLICITATION					37
	HOUSEHOLDING OF PROXY MATERIALS					37

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PROXY STATEMENT SUMMARY

This proxy statement summary highlights information which may be contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

Proxy Voting Matters

	Our Board’s Recommendation
Proposal 1 – Election of Directors (page 34) The Board and the Nominating & Governance Committee believe that the ten director nominees named in this proxy statement possess the necessary qualifications to provide effective oversight of the Company’s business.		FOR each Director Nominee
Proposal 2 – Ratification of the Appointment of Ernst & Young LLP as Independent Auditors (page 34) The Audit & Finance Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the Independent Auditors for the fiscal year ending October 1, 2022 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit & Finance Committee’s selection of the Independent Auditors.		FOR
Proposal 3 – Executive Compensation (page 35) The Board recommends that stockholders approve, on an advisory, non-binding basis, our executive compensation.		FOR

How to Cast Your Vote

•

Submitting a Proxy by Mail: Return your completed and signed proxy card in the postage paid envelope provided or to the address shown on the proxy card. The proxy card must be received by February 15, 2022.

•

Submitting a Proxy via the Internet: Visit www.proxyvote.com to vote online by 11:59 p.m., Eastern Time, on February 15, 2022.

•

Submitting a Proxy by Telephone: Call the number shown on your proxy card or voter instruction form by 11:59 p.m., Eastern Time, on February 15, 2022.

•

Submitting a Proxy in Person at the Annual Meeting: You may vote your shares in person at the Annual Meeting.

2022 Proxy Statement

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PROXY STATEMENT SUMMARY

Director Nominees

Name

Director
Since

Age

Occupation

Committee(1)

Indep

Other Public Company Boards

B. Evan Bayh

2011

Senior Advisor with Apollo Global
Management

✓

Fifth Third Bancorp, Inc. (NASDAQ: FITB)
Marathon Petroleum Corporation (NYSE: MPC)
RLJ Lodging Trust (NYSE: RLJ)

Jonathan F. Foster

2014

Founder and Managing Director of
Current Capital Partners LLC

AC (Chair)

✓

Masonite International Corporation (NYSE:DOOR)
Lear Corporation (NYSE: LEA)
Five Point Holdings LLC (NYSE: FPH)

Idalene F. Kesner

2014

Dean of Indiana University’s Kelley
School of Business

NGC (Chair)
CC

✓

Olympic Steel, Inc. (NASDAQ: ZEUS)

Duke Energy Corporation (NYSE: DUK)

Jill A. Rahman

2020

Chief Operating Officer of The
Greater Chicago Food Depository

NGC

✓

TreeHouse Foods (NYSE:THS)

Carl J. (Rick) Rickertsen

2013

Managing Partner of Pine Creek
Partners

CC (Chair)

✓

Hut 8 Mining Corp. (NASDAQ: HUT)

Thomas E. Salmon

2017

Berry Chairman of the Board and
Chief Executive Officer

Old National Bancorp (NASDAQ: ONB)

Paula A. Sneed

2018

Chairperson and CEO of Phelps
Prescott Group LLC

NGC

✓

Charles Schwab Corporation (NYSE: SCHW)

Robert A. Steele

2014

Retired Procter & Gamble Vice
Chairman Global Health and
Well-being

NGC

✓

BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ)
Newell Brands Inc. (NYSE: NWL)

Stephen E. Sterrett*

2015

Retired Sr. Executive Vice President
and Chief Financial Officer of Simon
Property Group, Inc.

✓

Equity Residential (NYSE: EQR)

Scott B. Ullem

2016

Chief Financial Officer of Edwards
Lifesciences Corporation

✓

None

(1)

As of January 1, 2022 Messrs. Steele and Ullem replaced Mr. Rickertsen on the Audit & Finance Committee and Dr. Kesner was added to the Compensation & Talent Development Committee.

AC = Audit & Finance Committee

CC = Compensation & Talent Development Committee

NGC = Nominating & Governance Committee

* = Lead Independent Director

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2022 Proxy Statement

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PROXY STATEMENT SUMMARY

Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company. The Corporate Governance section beginning on page 14 describes our governance framework, which includes the following highlights:

	Board Independence			• 9 of 10 independent directors • Regular independent director executive sessions • Independent Board Committees
	Lead Independent Director
	Board Refreshment			• Added four new directors in last five years • Guidelines providing for tenure limitations upon the earlier of 15 years on the Board or reaching 75 years of age
	Accountability to Stockholders			• Proxy Access • Uncontested Director Election Majority Voting/Director Resignation Policy • Annual election of all directors • No shareholder rights plan • Special meeting rights
	Risk Oversight			• Board is responsible for risk oversight • Designated Board committees have oversight of certain key risk areas
	Succession Planning			• The Board regularly reviews senior management succession and development plans • The Board regularly evaluates Board succession
	Annual Board/Committee Self-evaluation
	Robust Director and Executive Officer Share Ownership Guidelines
	Active and Robust Ethics & Compliance Program

Executive Compensation Highlights

Our Compensation Philosophy — Pay for Performance. The Company believes that executive compensation should be designed to align closely the interests of its executive officers and stockholders and to attract, motivate, reward and retain superior management talent. For fiscal 2021, the Company’s executive compensation was comprised of the following components:

Plan

Purpose

Relevant Performance
Metric and Description

Annual/Short Term Incentive

Base Salary

To provide fair and competitive compensation for individual performance and level of responsibility associated with position held

Based on individual performance, position, and responsibility

Fixed

Executive Bonus Plan

To provide a short-term annual performance-based cash incentive opportunity through a bonus plan that is based upon achievement of the established performance goals

Bonus, which we also refer to as short-term incentive or STI, is determined based on two components that are tied directly to the performance of the Company:

•

an Adjusted EBITDA target (75% of the target award): and

•

a free cash flow target (25% of the target award)

Variable

Long-Term Incentive

Long-Term Incentive Plan

To provide long-term incentive opportunities in the form of equity and equity-based awards in order to retain those individuals with the leadership abilities necessary for increasing long-term stockholder value while aligning their interests with the interests of our stockholders

•

67% — Option awards vest over a four-year period and incentivize performance as the options have value only to the extent the market value of the Company stock increases following issuance

•

33% — Performance-based restricted stock units vest, based on the achievement of performance criteria (relative TSR* and ROCE* targets, each with a 50% weighting factor), at the end of the applicable three-year performance period

2022 Proxy Statement

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PROXY STATEMENT SUMMARY

“Relative TSR” is the term we use to refer to total shareholder return relative to an index of our peer companies. “ROCE” is the term we use to refer to return on capital employed.

The pie charts below show the mix of aggregate Named Executive Officer (NEO) compensation by type and form at target for fiscal 2021:

[MISSING IMAGE: tm2136664d1-pc_ceoneo4c.jpg]

Based on our actual results for the fiscal year ended October 2, 2021, the Company achieved 103% of the Adjusted EBITDA performance target and achieved 103% of the free cash flow performance target, which resulted in a total annual STI payout to our Named Executive Officers equal to 149% of target STI for fiscal 2021.

Fiscal 2022 Equity-Based Compensation Changes

In order to more closely align the interests of its executive officers and stockholders, the Compensation & ”Talent Development” Committee determined that beginning in fiscal 2022 the annual equity and equity-based awards to our executive officers will consist of 50% stock options and 50% performance-based restricted stock units, each of which will be subject to the terms and conditions discussed below.

Our Values

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Sustainability, Environmental and Social Responsibility

The Board and its committees oversee the execution of Berry’s environmental, social and governance (ESG) strategies and initiatives as an integrated part of their oversight of the Company’s overall strategy and risk management. The Board is actively engaged with management on related topics such as management of human capital; diversity, equity and inclusion; sustainability goals; analysis of alternative pathways to achieve those goals; customer, investor and other stakeholder expectations; and the environmental impact of our Company.

2022 Proxy Statement

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PROXY STATEMENT SUMMARY

Sustainability & Environmental Matters

To Berry, sustainability moves beyond care for our environment, and encompasses care for our employees, as well as care for our communities. It means being a good partner and a corporate steward, focused on leaving the world better than how we found it.

Increasing our positive impact on our local communities, our employees, and ultimately, the environment is an ongoing evolution of our culture and collective focus. At Berry, our mission is “Always advancing to protect what’s important.” Although this is a mission specific to Berry, in today’s environment, the benefits of polymer resins have never been more apparent. The desire to protect is at an all-time high — protect the environment, protect our health, and lastly, protect our goods. We believe no other substrate in the world has the unique ability to meet these needs.

We stand behind the power of our products and their ability to not only enable the Company to meet our sustainability goals but also the sustainability goals of other participants through-out various supply chains. Our company’s foundation has been built on our ability to lightweight packaging and create highly engineered products that require less material without sacrificing performance. This longtime practice supports our customers’ strategies and sustainability goals. Recently, we introduced a number of new products intended to advance a circular economy for polymer resins, and our teams around the world are finding ways to offer our customers more sustainable solutions.

Social Responsibility

Our mission of “Always advancing to protect what’s important” doesn’t just apply to our products and processes, it’s our approach to team members and their career aspirations as well. We believe that the difference between having a job and a career is growth. This philosophy is one of the aspects that fuels our commitment to ensuring our team members have the development tools available to allow them to reach their goals, no matter their location or their job function.

With safety as our number one core value, we believe that when it comes to our personal safety and the safety of our team members, our best should always be our standard. It is through the adherence to our environmental, health and safety vision and principles that we have been able to identify, manage, and eliminate risk, allowing us to have an OHSA incident rate significantly better than the industry average.

At Berry, we believe diversity and inclusion drives engagement, innovation and organizational growth. By embracing individuals of different backgrounds, we not only have the ability to recruit and retain top talent, but we also have the ability to expand our way of thinking as we work together to meet the needs of our employees, customers and communities. Our strategic objectives allow us to focus our efforts in the following areas:

•

Recruitment & Development — We value a workforce that brings together people with a broad range of viewpoints, cultures, and backgrounds.

•

Positive Employee Experience — We recognize that inclusion results in improved employee contribution, productivity, and employee experience.

•

Customer/Supplier Engagement — The diversity of our customers and suppliers enables our organization to improve customer satisfaction and enhance our opportunities for growth.

•

Community Partnership — We are committed to partnering with our local communities to create a positive impact.

•

Business Growth — We recognize that a diverse workforce and inclusive environment will result in greater creativity and innovation.

Approach to Human Capital Management

We believe that it is the cumulative success of our thousands of employees around the globe that fosters excellence within our organization.

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2022 Proxy Statement

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PROXY STATEMENT SUMMARY

Impact 2025

While many of the Impact 2025 goals remain steadfast, we have increased the ambition of our science-based greenhouse gas reduction target and shifted the focus of Impact 2025 to better align with our broader ESG priorities. We also increased our global sustainability commitment by aligning to the United Nations Sustainable Development Goals (SDGs). The 2030 Agenda for Sustainable Development, adopted by all United Nations Member States in 2015, provides a shared blueprint for peace and prosperity for people and the planet, now and into the future. At its heart are the 17 SDGs, which are an urgent call for action by all countries — developed and developing — in a global partnership. They recognize that ending poverty and other deprivations must go hand-in-hand with strategies that improve health and education, reduce inequality, and spur economic growth — all while tackling climate change and working to preserve our oceans and forests.* Alignment to these goals represents the commitment to extending our reach in global impact.

Source: United Nations Department of Economic and Social Affairs, Sustainable Development; https://sdgs.un.org/goals

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For more details see the Company’s 2021 Impact Report, prepared in accordance with the Global Reporting Initiative and Sustainability Accounting Standards Board standards, that is available at https://www.berryglobal.com/sustainability/howweperform. The 2022 Impact Report, which is expected to be available in early 2022, will expand on our sustainability goals, including our most recently announced sustainable packaging goal to date: 30% circular plastics use across Berry’s fast-moving consumer goods packaging by 2030. The Impact Reports are not part of this proxy statement.

2022 Proxy Statement

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BERRY GLOBAL GROUP, INC.
Proxy Statement for Annual Meeting of Stockholders
February 16, 2022

In this Proxy Statement, Berry Global Group, Inc. and its subsidiaries are collectively referred to as “we,” “us,” “our,” “our Company,” “the Company” or “Berry.”

Questions and Answers about this Annual Meeting

Why did I receive this Proxy Statement?

As a Berry stockholder, you received this Proxy Statement because our Board of Directors is soliciting your proxy to vote at its upcoming Annual Meeting of Stockholders. The Annual Meeting will be held on Wednesday, February 16, 2022, at 10:00 a.m., Central Time, at the Bally’s Evansville Executive Conference Center, 450 NW Riverside Dr., Evansville, Indiana 47708.

This Proxy Statement summarizes the information you need to know to vote on an informed basis at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. See “How do I vote my shares before the Annual Meeting?” We will begin distributing this Proxy Statement, the attached notice of Annual Meeting and the proxy card(s) on or about January 10, 2022.

What am I voting on?

If you hold shares of Berry common stock, you are being asked to consider and vote on the following proposals:

To elect the ten director nominees named in this Proxy Statement to Berry’s Board of Directors for one-year terms;

To ratify the selection of Ernst & Young LLP as Berry’s independent registered public accountants for the fiscal year ending October 1, 2022; and

To approve, on an advisory, non-binding basis, our executive compensation.

Who is entitled to vote?

Holders of outstanding common stock as of the close of business on December 28, 2021, the record date, are entitled to vote at the Annual Meeting. As of December 28, 2021, 135,134,003 shares of common stock

were outstanding. Each holder of our common stock as of the record date will be entitled to one vote per share.

Has the Board of Directors made any recommendation with respect to each proposal?

The Board of Directors recommends that holders of common stock vote (i) FOR the election of each director nominee; (ii) FOR the ratification of the selection of Ernst & Young LLP as our independent registered public

accountants for the fiscal year ending October 1, 2022; and (iii) FOR approval of our executive compensation on a non-binding, advisory basis.

What does it mean if I get more than one proxy card?

If you receive more than one proxy card, it means you hold shares registered in more than one account. Sign and return ALL proxy cards or follow the

instructions on EACH proxy cards to vote by phone or via the Internet in order to ensure that all your shares are voted.

How do I vote my shares before the Annual Meeting?

Each holder of record of common stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

If you hold your shares in your own name, you may submit a proxy by one of several methods:

•

Submitting a Proxy by Mail: If you choose to submit a proxy by mail, simply mark the appropriate proxy card, date and sign it, and return it in the postage paid envelope provided or to the address shown on the proxy card. The proxy card must be received by February 15, 2022.

•

Submitting a Proxy by Telephone or via the Internet: If you choose to submit a proxy by telephone or via the Internet, follow the instructions provided on the proxy card. If you submit your proxy by telephone or via the Internet, you do not need to return a proxy card by mail. Internet and telephone proxy submission is available 24 hours a day. Proxies submitted by telephone or the Internet must be received by 11:59 p.m., Eastern Time, on February 15, 2022.

•

Submitting a Proxy in Person at the Annual Meeting: You may vote your shares in person at the Annual Meeting. Even if you plan to attend the Annual Meeting in person, we recommend that you also submit your proxy by telephone or via the Internet, or by completing, signing,

2022 Proxy Statement

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Questions and Answers about this Annual Meeting

dating, and returning the attached proxy card by the applicable deadline so that your vote will be counted, if you later decide not to, or are unable to, attend the meeting.

By casting your vote, you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions.

If your shares are held in the name of a bank, broker or other nominee, you will receive instructions from the holder of record that you

must follow for your shares to be voted. Please check with your bank, broker or other nominee and follow the voting procedures provided by them to vote your shares. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must request a legal proxy from your bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting.

If I am the beneficial owner of shares held in “street name” by my broker or other nominee, will my broker or other nominee automatically vote my shares for me?

Shares held in street name are shares held electronically in the account of a broker or other nominee. The actual stockholder is referred to as the beneficial owner. Stock exchange rules applicable to brokers and other nominees grant them discretionary authority to vote your shares without receiving your instructions on certain matters. Your broker or other nominee has discretionary voting authority under these rules to vote your shares on the ratification of Ernst & Young LLP as our independent

registered public accountants for the fiscal year ending October 1, 2022. However, unless you provide voting instructions to your broker or other nominee, they do not have authority to vote on the election of directors, or approval of our executive compensation. This is referred to as a “broker non-vote.” Therefore, it is particularly important that beneficial owners instruct their brokers and other nominees on how they wish to vote their shares.

How will my shares be voted if I give my proxy but do not specify how my shares should be voted?

If you hold shares in your own name (i.e., do not hold shares in “street name”) and provide specific voting instructions, your shares will be voted at the Annual Meeting in accordance with your instructions. If you hold shares in your own name and return your signed proxy card but do not indicate your voting preferences, we will vote on your behalf (i) FOR the election of each director nominee; (ii) FOR the ratification of the selection

of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending October 1, 2022; and (iii) FOR approval of our executive compensation on a non-binding, advisory basis. If any other matter properly comes before the Annual Meeting, the designated proxies will vote on that matter in their discretion as well.

What constitutes a quorum?

Holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting as of the record date must be present in person or represented by proxy at the Annual Meeting to constitute a quorum for the conduct of business at the Annual Meeting. Abstentions and broker non-votes will be treated as shares present for purposes of determining the presence of a quorum. An “abstention” occurs when a stockholder sends in a proxy with explicit instructions to

decline to vote regarding a particular matter. A broker “non-vote” occurs when a broker or other nominee who holds shares for the beneficial owner is unable to vote those shares for the beneficial owner because the broker or other nominee does not have discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares.

How many votes are needed for approval of each proposal?

Each director must be elected by the affirmative vote of a majority of the votes cast with respect to each director by the shares present in person or represented by proxy and entitled to vote on the matter (Proposal 1). The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required to ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending October 1, 2022 (Proposal 2) and to approve, on an advisory, non-binding basis, our executive compensation (Proposal 3). A

broker non-vote or an abstention with respect to the election of directors is not a vote cast and, therefore, will have no effect on the outcome of the election of directors (Proposal 1). An abstention with respect to Proposal 2 or Proposal 3 will not be voted, although it will be counted for the purpose of determining the number of shares represented at the meeting and entitled to vote on the matter. Accordingly, an abstention will have the effect of a vote against Proposal 2 and Proposal 3. Broker non-votes have no effect on the outcome of the voting on Proposal 3.

How can I change my vote?

You may revoke your proxy at any time before it is exercised by:

•

Delivering to the Secretary a written notice of revocation, dated later than the proxy, before the vote is taken at the Annual Meeting;

•

Delivering to the Secretary an executed proxy bearing a later date, before the vote is taken at the Annual Meeting; or

•

Attending the Annual Meeting and voting in person (your attendance at the Annual Meeting, in and of itself, will not revoke the proxy).

Any written notice of revocation, or later dated proxy, should be delivered to:

Berry Global Group, Inc.
101 Oakley Street
Evansville, Indiana 47710
Attention: Jason K. Greene, Chief Legal Officer and Secretary

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Questions and Answers about this Annual Meeting

Alternatively, you may hand deliver a written revocation notice, or a later dated proxy, to the Secretary at the Annual Meeting before we begin voting.

If your shares are held by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or other nominee if you wish to change your vote.

Does Berry offer an opportunity to receive future proxy materials electronically?

Yes. If you are a stockholder of record, you may, if you wish, receive future Proxy Statements and annual reports online. If you elect this feature, you will receive either a proxy card or an e-mail message notifying you when the materials are available, along with a web address for viewing the materials. You may sign up for electronic delivery by marking and signing the appropriate spaces on your proxy card or by contacting our Investor Relations Department by e-mail at ir@berryglobal.com or by phone at (812) 306-2964. If you received these materials electronically, you do not need to do anything to continue receiving materials electronically in the future.

If you hold your shares in a brokerage account, you may also have the opportunity to receive proxy materials electronically. Please follow the instructions of your broker.

Electronic delivery saves Berry money by reducing printing and mailing costs. It will also make it convenient for you to receive your proxy materials online. Berry charges nothing for electronic delivery. You may, of course, incur the usual expenses associated with Internet access, such as telephone charges or charges from your Internet service provider.

You may discontinue electronic delivery at any time. For more information, contact our Investor Relations Department by e-mail at ir@berryglobal.com or by phone at (812) 306-2964.

Who can attend the Annual Meeting?

All stockholders of record as of December 28, 2021 can attend.

Is it possible that the Annual Meeting will be changed to a virtual format?

will announce it in advance in a press release, and details will be posted on our website and filed as additional proxy soliciting materials with the Securities and Exchange Commission. Accordingly, if you are planning to attend our Annual Meeting, please monitor our website prior to the meeting date.

What do I do if I have additional questions?

If you have any questions prior to the Annual Meeting, please contact our Investor Relations Department by e-mail at ir@berryglobal.com or by phone at (812) 306-2964.

2022 Proxy Statement

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DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

Thomas E. Salmon

Age: 58

Chief Executive Officer and

Chairman of the Board

Thomas E. Salmon has been Chief Executive Officer of Berry since February 2017. Prior to becoming Chief Executive Officer of Berry, Mr. Salmon served as President and Chief Operating Officer of Berry since October 2016. He previously served as President of Berry’s Consumer Packaging Division from November 2015 until October 2016, President of Berry’s Rigid Closed Top Division from November 2014 until November 2015, and President of Berry’s Engineered Materials Division from 2003 until November 2014. Mr. Salmon serves on the board of directors and the compensation committee of Old National Bank. Mr. Salmon holds a Bachelor of Business Administration from Saint Bonaventure University in Western New York. Mr. Salmon’s position as our Chief Executive Officer, extensive familiarity with our Company and extensive experience in the plastics and packaging business qualify him to serve as a director of the Company.

B. Evan Bayh

Age: 66

Director

B. Evan Bayh has been a member of our Board of Directors since October 2011. Mr. Bayh is a senior advisor with Apollo Global Management and is a former U.S. Senator and Indiana Governor. He was a member of the U.S. Senate from the State of Indiana from 1998 until his retirement in 2011. While in the Senate, he served on a variety of committees, including the Banking, Housing and Urban Affairs Committee, and the Committee on Small Business and Entrepreneurship. Prior to serving in the Senate, Mr. Bayh served as Indiana Governor from 1988 to 1997. Mr. Bayh also serves on the board of directors of Fifth Third Bancorp, Inc., Marathon Petroleum Corporation, RLJ Lodging Trust. He previously served on the board of directors of McGraw-Hill Education Inc. and Zenith American Mr. Bayh’s many years of service in elected office, including as the chief executive of a large Midwestern state, qualifies him to serve as a director of the Company.

Jonathan F. Foster

Age: 61

Director

Jonathan F. Foster has been a member of our Board of Directors since April 2014. Since 2008 Mr. Foster has served as Founder and a Managing Director of Current Capital Partners LLC, a mergers and acquisitions advisory, corporate management services and private equity investing firm. From 2007 until 2008, Mr. Foster served as a Managing Director and Co-Head of Diversified Industrials and Services at Wachovia Securities. Mr. Foster has served in numerous key executive leadership positions including: Executive Vice President — Finance and Business Development of Revolution LLC; Managing Director of The Cypress Group; Senior Managing Director and Head of Industrial Products and Services Mergers and Acquisitions at Bear Stearns & Co; and Executive Vice President, Chief Operating Officer, and Chief Financial Officer of ToysRUs.com, Inc. Prior to the aforementioned positions, Mr. Foster was with Lazard, including as a Managing Director, for over 10 years, primarily in mergers and acquisitions.

Mr. Foster is a board member of Masonite International Corporation, Lear Corporation, and Five Point Holdings. He was previously a member of the board of directors of Sabine Oil & Gas Corporation, Smurfit-Stone Container Corporation, and Chemtura Corporation, as well as a Trustee of the New York Power Authority. Mr. Foster has a bachelor’s degree in Accounting from Emory University, a master’s degree in Accounting and Finance from the London School of Economics and has attended the Executive Education Program at Harvard Business School. Mr. Foster’s investment banking, finance, and investment experience qualifies him to serve as a director of the Company.

Idalene F. Kesner

Age: 63

Director

Idalene F. Kesner has been a member of our Board of Directors since April 2014. Dr. Kesner has served as dean for Indiana University’s Kelley School of Business, since July 2013. Dr. Kesner joined the Kelley School faculty in 1995, coming from a titled faculty position at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. While at Indiana University, Dr. Kesner has served as co-director of the School’s Consulting Academy, Chairwoman of Kelley’s Full-Time M.B.A. Program, Chairwoman of the Department of Management and Entrepreneurship, and Associate Dean for Faculty & Research. In addition to teaching various graduate-level courses in the area of strategic management, Dr. Kesner has taught in more than 100 executive programs and served as a consultant for many national and international firms, working on strategic issues. Her research has focused on the areas of corporate boards of directors, corporate governance, and mergers and acquisitions. Dr. Kesner serves on the board of advisors for Lincoln Industries, and she serves on the board of directors for American Family Insurance, Olympic Steel, Inc, and Duke Energy Corporation. She was previously a member of the board of directors of Main Street America Group and Sun Life Financial. Dr. Kesner also serves on several non-profit boards including the Association to Advance Collegiate Schools of Business, and the Kelley Executive Education Foundation, Inc. Dr. Kesner holds an M.B.A. and Ph.D. in business administration from Indiana University and a bachelor’s degree in business administration from Southern Methodist University. Dr. Kesner’s leadership and business acumen as well as her prior years of service on various corporate boards qualify her to serve as a director of the Company.

Jill A. Rahman

Age: 61

Director

Jill A. Rahman has been a member of our Board of Directors since October 2020. Ms. Rahman is the Chief Operating Officer of the Greater Chicago Food Depository, a role she began in June 2020. From 2009 until June 2020 she served in several executive roles at Conagra Brands, Inc. (NYSE: CAG) including International Division President from 2016-2020 and U.S. Sweet and Salty Snacks Vice President and General Manager from 2010-2016. Ms. Rahman also held a variety of marketing, brand management, and strategic planning roles during her 15-year career at Kraft Foods and at Newell Rubbermaid. While at Conagra, she held board of director roles at joint venture companies in India, Mexico, and the Philippines. She serves on the board of directors of TreeHouse Foods Inc. Ms. Rahman earned a B.B.A. from Howard University and an M.B.A. from Indiana University. Ms. Rahman’s extensive executive management and marketing experience, particularly in the consumer products industry, qualifies her to serve as a director of the Company.

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DIRECTORS AND EXECUTIVE OFFICERS

Carl J. (Rick) Rickertsen

Age: 61

Director

Carl J. (Rick) Rickertsen has been a member of our Board of Directors since January 2013. Mr. Rickertsen is currently a managing partner of Pine Creek Partners, a private equity investment firm based in Washington, D.C., a position he has held since January 2004. He has worked in private equity since 1987. Prior to founding Pine Creek Partners in 2004, Mr. Rickertsen was chief operating officer and partner of Thayer Capital Partners from 1998 to 2004. Mr. Rickertsen was a founding partner of three Thayer investment funds and is a published author. He serves on the board of directors of Hut 8 Mining Corp., MicroStrategy and Apollo Senior Credit Funds (AIF and AFT). He was formerly a board member of Noranda Corporation, Convera Corporation, UAP Holding Corp., and Homeland Security Capital Corporation. Mr. Rickertsen graduated with distinction from Stanford University and Harvard Graduate School of Business, obtaining a B.S. in Industrial Engineering from Stanford and M.B.A. from Harvard. Mr. Rickertsen’s extensive business experience qualifies him to serve as a director of the Company.

Paula A. Sneed

Age: 74

Director

Paula A. Sneed has been a member of our Board of Directors since March 2018. Ms. Sneed is the Chairperson and CEO of Phelps Prescott Group LLC (PPG), a strategy and management consultancy she cofounded in 2007. She retired from General Foods/Kraft Foods in 2006 after a 29 year career during which she held a variety of marketing, general management and senior executive roles including Executive Vice President and President of two operating divisions, Chief Marketing Officer, Executive Vice President e-Commerce and Executive Vice President, Global Marketing Resources and Initiatives. Ms. Sneed is on the board of directors of Charles Schwab Corporation, UpTogether (formerly The Family Independence Initiative), the Surge Institute, New Schools Venture Fund and Opportunity 180. She is a former director of Hercules Inc., Airgas Inc., TE Connectivity Ltd., Communispace Inc., American Marketing Association, Right To Play, Turnaround For Children, and Teach For America national and Chicago regional boards. She is also a former trustee of Simmons College and Illinois Institute of Technology. Ms. Sneed earned a BA from Simmons College and an MBA from Harvard Business School. She received an honorary Doctorate degree in Business Administration from Johnson and Wales University. Ms. Sneed’s extensive executive management and marketing experience, particularly in the consumer products industry and her over 25 years of service as a public company director, qualifies her to serve as a director of the Company.

Robert A. Steele

Age: 66

Director

Robert A. Steele has been a member of our Board of Directors since October 2014. In 2011, Mr. Steele retired from Procter & Gamble as the company’s Vice Chairman Health Care. During his 35-year tenure with

Procter & Gamble, he served in a variety of executive leadership positions, including Vice Chairman Global Health and Well-being, Group President Global Household Care, and Group President of North American Operations. Mr. Steele is a board member of BJ’s Wholesale Club Holdings, Inc., where he serves as the Lead Director and on the Audit Committee. Mr. Steele is also a board member of Newell Inc., where he serves on the Compensation Committee and serves as the Chair of the Nominating & Governance Committee. Mr. Steele was previously a member of the board of directors of the Keurig/Green Mountain Coffee Company, Beam Inc., LSI Industries, Inc. and Kellogg Company. Mr. Steele has a bachelor’s degree in Economics from College of Wooster and a M.B.A. from Cleveland State University. Mr. Steele’s in-depth knowledge of the global consumer goods market and his leadership and business experience qualifies him to serve as a director of the Company.

Stephen E. Sterrett

Age: 66

Director

Stephen E. Sterrett has been a member of our Board of Directors since January 2015. Mr. Sterrett retired on December 31, 2014 as the Sr. Executive Vice President and Chief Financial Officer of Indianapolis-based Simon Property Group, Inc., a position he held since 2000. From 1993 to 2000 Mr. Sterrett held the position of Treasurer with Simon. Prior to joining the Simon organization in 1988 he was a senior manager with the international accounting firm of Price Waterhouse. Mr. Sterrett currently serves as Lead Independent Director of Equity Residential, an S&P 500 company. Mr. Sterrett was previously a member of the board of directors of Realty Income Corporation, also an S&P 500 company, from 2014 to 2019. In 2018 he became a Trustee of Butler University, a private university in Indianapolis, Indiana. He serves as a Trustee of Tindley Accelerated Schools, a K-12 charter school network in Indianapolis, Indiana. In 2021 he became a member of the Board of Governors of The First Tee. Mr. Sterrett also serves on the board of directors of the following not for profit companies: the Indiana Golf Association and its Foundation, the Indiana University Center for Real Estate Studies and the Kelley School of Business Dean’s Council. Mr. Sterrett holds a B.S. degree in accounting and an M.B.A. in finance, both from Indiana University. Mr. Sterrett’s extensive accounting and financial experience qualifies him to serve as a director of the Company.

Scott B. Ullem

Age: 55

Director

Scott B. Ullem has been a member of our Board of Directors since July 2016. Mr. Ullem became Chief Financial Officer of Edwards Lifesciences Corporation (NYSE: EW), an S&P 500 company, in January 2014. Prior to joining Edwards, he served from May 2010 to December 2013 as Chief Financial Officer of Bemis Company Inc. Mr. Ullem served from 2008 to May 2010 as the Vice President, Finance of Bemis. Before joining Bemis, Mr. Ullem spent 17 years in investment banking, serving as Managing Director at Goldman Sachs and later for Bank of America. Mr. Ullem earned a bachelor’s degree in political science from DePauw University and an M.B.A. from Harvard Business School. Mr. Ullem’s extensive accounting and financial experience and in-depth knowledge of the packaging market qualify him to serve as a director of the Company.

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DIRECTORS AND EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

Thomas E. Salmon

Age: 58
Chief Executive Officer and Chairman of the Board

See page 10 above for biographical information for Mr. Salmon.

Mark W. Miles

Age: 50
Chief Financial Officer and Treasurer

Mark W. Miles has been Chief Financial Officer since January 2014. Mr. Miles previously served as Berry’s Executive Vice President, Controller and Treasurer from August 2005 to January 2014. Mr. Miles started with the Company as Corporate Controller in 1997.

Curtis L. Begle

Age: 46
President, Health, Hygiene and Specialties Segment

Curtis L. Begle has been President of Berry’s Health, Hygiene and Specialties Segment since December 2018. He previously served as President of Berry’s Engineered Materials Segment from November 2014 to December 2018 and as President of Berry’s Rigid Closed Top Segment from December 2009 to November 2014. He holds a bachelor’s degree in business administration from the University of Evansville and a master’s degree in business administration from the University of Southern Indiana.

Jean-Marc Galvez

Age: 55
President, Consumer Packaging — International Segment

Jean-Marc Galvez has been President of Berry’s Consumer Packaging — International Segment since July 2019. He previously served as President of Berry’s Consumer Packaging Segment since January 2017 and President — Europe, Middle East, India, and Africa of Berry’s Health, Hygiene and Specialties Segment from November 2015 to January 2017. He was President — EMEIA Global Building and Geosynthetics for AVINTIV, Inc. (“Avintiv”), which Berry acquired in 2015, from May 2014 to November 2015 and served as Senior Vice President and General Manager of the EMEIA region at Polymer Group, Inc. from April 2012 to May 2014. He holds a master’s and bachelor’s degree in chemical engineering from Ecole Nationale Superieure de Chimie in Montpellier, France and has completed its general manager executive education at IESE Business School.

Michael E. Hill

Age: 55
President, Engineered Materials Segment

Michael E. Hill has been President of Berry’s Engineered Materials Segment since December 2018. He previously served as Berry’s Executive Vice President and General Manager of various segments with the Consumer Packaging Segment from November 2015 to December 2018. Mr. Hill started with Berry in 1997 during which time he held multiple positions of increasing responsibility in operations, sourcing, marketing, and sales. Mr. Hill holds a bachelor’s degree in business administration from Middle Tennessee State University and is also a certified Six Sigma Green Belt.

William J. Norman

Age: 50
President, Consumer Packaging — North America Segment

William J. Norman has been President of Berry’s Consumer Packaging — North America Segment since July 2019. He previously served as Berry’s Executive Vice President — Consumer Packaging Commercial Operations from February 2019 to July 2019, Executive Vice President & General Manager — Consumer Packaging Food from November 2015 to February 2019, and President — Rigid Open Top Segment, a position he held from October 2013 to November 2015. Mr. Norman joined Berry in 1993 during which time he held managerial and vice president positions in accounting, finance, and commercial and strategic planning. He holds a bachelor’s degree in Accounting from the University of Southern Indiana.

Jason K. Greene

Age: 51
Executive Vice President, Chief Legal Officer, and Secretary

Jason K. Greene has been Berry’s Executive Vice President and Chief Legal Officer since February 2016. He previously served as Berry’s Executive Vice President and General Counsel from January 2013 to February 2016. He was hired in December 2010 as Berry’s Deputy General Counsel. Mr. Greene holds a Bachelor of Accounting, Master of Accounting, and Juris Doctor all from the University of Florida.

James M. Till

Age: 44
Executive Vice President and Controller

James M. Till has been Berry’s Executive Vice President and Controller since January 2014. Mr. Till started with Berry in 2008, during which time he held multiple positions of increasing responsibility in accounting and finance. Mr. Till previously served as Berry’s Vice President of Accounting and Finance from November 2010 to January 2014.

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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of December 28, 2021, regarding the beneficial ownership of the common stock of Berry Global Group, Inc. with respect to:

•

each person known to us to be a beneficial owner of more than 5% of our outstanding common stock;

•

each of our directors and director nominees and each current executive officer named in the Summary Compensation Table appearing under “Executive Compensation — Summary Compensation Table” below; and

•

all directors and executive officers as a group.

As of December 28, 2021, there were 135,134,003 shares of our common stock outstanding.

Name of Beneficial Owner(1)	Direct and Indirect Share Ownership(1)		Right to Acquire(2)		Total Beneficially Owned		Percent of Class
Thomas E. Salmon		45,585		1,142,982		1,188,576		*
Mark W. Miles		25,000		697,333		722,333		*
Curt L. Begle		28,500		255,633		284,133		*
Jean-Marc Galvez		0		207,667		207,667		*
Jason K. Greene		250		278,833		279,083		*
B. Evan Bayh		26,167		77,500		103,667		*
Jonathan F. Foster		1,667		77,500		79,167		*
Idalene F. Kesner		29,667		49,500		79,167		*
Jill A. Rahman		1,667		5,000		6,667		*
Carl J. (Rick) Rickertsen		1,667		38,500		40,167		*
Paula A. Sneed		2,050		31,000		33,050		*
Robert A. Steele		1,667		63,500		65,167		*
Stephen E. Sterrett		1,667		63,500		65,167		*
Scott B. Ullem		1,667		47,500		49,167		*
All current directors and executive officers as a group (17 persons)(2)		168,888		3,451,748		3,620,636		2.7%
EdgePoint Investment Group Inc.(3)		15,679,414		—		15,679,414		11.6%
The Vanguard Group, Inc.(4)		11,850,871		—		11,850,871		8.8%

Less than 1% of common stock outstanding.

(1)

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock.

(2)

Includes options that are currently vested or that will vest within 60 days after December 28, 2021.

(3)

Information based on Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2021 by EdgePoint Investment Group Inc., located at 150 Bloor Street West, Suite 500, Toronto, Ontario M5S 2X9, Canada, reporting beneficial ownership as of December 31, 2020. Such filing reports that EdgePoint Investment Group Inc. has sole voting power with respect to 11,439,768 of the shares, shared voting power with respect to 4,200,641 of the shares, sole dispositive power with respect to 11,439,768 of the shares, and shared dispositive power with respect to 2,239,646 of the shares.

(4)

Information based on Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2021 by The Vanguard Group, Inc., P.O. 2600, V26, Valley Forge, PA 19482, including on behalf of certain subsidiaries, reporting beneficial ownership as of December 31,2020. The Vanguard Group, Inc., has sole voting power with respect to 0 of the shares, shared voting power with respect to 94,276 of the shares, sole dispositive power with respect to 11,647,526 of the shares and shared dispositive power with respect to 203,345 of the shares.

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CORPORATE GOVERNANCE

General

Berry aspires to the highest ethical standards for our employees, officers and directors, and remains committed to the interests of our stockholders. We believe we can achieve these objectives only with a plan for corporate governance that clearly defines responsibilities, sets high standards of conduct and promotes compliance with the law. The Board of Directors

has adopted formal corporate governance guidelines, as well as policies and procedures designed to foster the appropriate level of corporate governance. Some of these guidelines, policies and procedures are discussed below.

Corporate Governance Information on our Website

The following governance documents are available on the Investor page of our website, www.BerryGlobal.com, at “Corporate Governance — Highlights:”

•

Corporate Governance Guidelines

•

Global Code of Business Ethics

•

Certification and Supplemental Code of Ethics

•

Board Committee Charters

•

Share Ownership Guidelines

Paper copies can be obtained by writing to our Secretary, Berry Global Group, Inc., 101 Oakley Street, Evansville, IN 47710.

Director Independence

Our Board of Directors has determined that all directors and director-nominees, with the exception of Mr. Salmon, satisfy the independence standards established by the Securities and Exchange Commission and the rules of the NYSE. Mr. Salmon is not considered independent under the listing standards of the NYSE because he is an employee of the Company.

In addition, the Board has determined that each member of the Audit & Finance Committee, Compensation & Talent Development Committee, and the Nominating & Governance Committee is independent. In making such determination, the Board reviewed all relationships between the Company and each director.

Director Nomination Process

When considering individuals to recommend for nomination to the Board of Directors, the Nominating & Governance Committee considers both the requisite skills and characteristics of individual directors, as well as the composition of the Board of Directors as a whole. The Company recognizes the importance of having a Board of Directors comprised of highly talented and experienced individuals as well as the benefits of having a diverse Board of Directors. A truly diverse Board of Directors will include differences in skills, professional, regional and industry experience, age, ethnicity, gender, national origin and other attributes that are essential to its successful operation and achievement of the Company’s objectives. These differences will be considered in determining the optimum composition of the Board of Directors. All director nominations are made on merit, in the context of the skills and competency matrix which the Nominating & Governance Committee shall determine from time to time, reflecting its assessment of the Board of Directors’ current and long-term needs, among others. Additionally, to support periodic refreshment on our Board, our Corporate Governance Guidelines provide that non-executive directors are generally not eligible for re-nomination in the year following the earlier to occur of the point in time when a director has served 15 years on the Board or reached the age of 75.

In support of this goal, the Nominating & Governance Committee will, when identifying candidates to recommend for election to the Board of Directors:

•

consider individuals who are highly qualified, based on their talents, experience, and personal skills, character and qualities;

•

consider criteria that promotes director diversity, including with regard to gender, ethnicity, age, national origin and other attributes;

•

consider the level of diversity on the Board of Directors overall, including women and underrepresented groups, when making recommendations for nominees to the Board of Directors and with regard to succession planning for the Board of Directors; and

•

as and when required, engage qualified independent external advisors to assist the Board of Directors in conducting its search for candidates that meet the Board of Directors’ criteria regarding skills and diversity.

The Nominating & Governance Committee will consider stockholder recommendations for director candidates, which should be submitted in writing to our principal executive offices at 101 Oakley Street, Evansville, IN 47710, in care of our Secretary, or, alternatively, by email to ir@berryglobal.com, along with the name of the candidate and all biographical and other information about the candidate that would be required to be included in a proxy statement under the rules of the Securities and Exchange Commission, a description of the relationship between the candidate and the recommending stockholder, the proposed candidate’s consent to serve as a director if elected and proof of the number of shares of our common stock owned by the recommending stockholder and the length of time such stockholder has owned those shares. The Nominating & Governance Committee may request additional information and will then evaluate the proposed candidate based on the criteria described above. These procedures relate only to stockholder recommendations for director candidates to be considered by the Nominating & Governance Committee. Any stockholder who wishes to formally nominate a candidate must follow the procedures set forth in our Bylaws. See “Stockholder Proposals.”

Pursuant to the proxy access provisions of our Bylaws, a holder (or a group of not more than 20 holders) of at least 3% of our outstanding common

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CORPORATE GOVERNANCE

stock continuously for at least three years is entitled to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of our Board of Directors, provided that the nominating holder(s) and the nominee(s) satisfy the requirements specified in our Bylaws, including by providing us with advance notice of the nomination. For more detailed information on how to submit a nominee for inclusion in our proxy materials pursuant to the proxy access provisions, see “Stockholder Proposals — Proxy Access Director Nominees.”

Any stockholder who wishes to formally nominate a candidate without seeking access to our proxy materials must follow the procedures set forth in our Bylaws. See “Stockholder Proposals — Other Proposals and Nominees.”

Board Composition

Stockholder Engagement

Each year, we welcome the opportunity to develop an understanding of stockholder perspectives on our Company and to foster long-term relationships with our stockholders. We understand that our stockholders want to hear from our leadership team on their thinking on a range of topics. Berry’s leadership team engages with stockholders throughout the

year on corporate governance, business performance, Board of Directors composition, executive compensation, and ESG priorities, including progress on diversity, equity and inclusion initiatives and sustainability leadership, and report back to the Board of Directors on the feedback they receive.

Meeting Attendance

During the 2021 fiscal year our Board of Directors held four regular meetings. Each director attended, either in person or by telephone 100% of the aggregate of (1) the total number of meetings of our Board of Directors held while he or she was a director during the last fiscal year and (2) the total number of meetings held by all committees on which he or she

served during the periods that he or she served on the committee during the last fiscal year. All directors have been invited to attend the Annual Meeting, but are not required to attend. Mr. Salmon is the only director who attended the 2021 Annual Meeting.

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Board Committees

Our Board of Directors has a Compensation & Talent Development Committee, an Audit & Finance Committee, and a Nominating & Governance Committee. Our Board of Directors has determined that each member of the Audit, Compensation, and Nominating & Governance Committees of the Board is independent. The charter for each committee

of the Board of Directors is available on the Corporate Governance tab of the Investors section of our website at www.BerryGlobal.com. The composition of the Committees as of the date of this proxy statement and the duties and responsibilities of each Committee is provided in the table below.

Committee	Duties and Responsibilities	Committee Members During Fiscal Year 2021(3)	Total Number of Meetings During Fiscal Year 2021
Audit & Finance Committee(2)	Assist the Board in fulfilling its oversight responsibilities relating to: • the accounting, financial and external reporting policies and practices of the Company; • the integrity of the Company’s financial statements; • the independence, qualifications and performance of the Company’s independent auditor; • the effectiveness of the Company’s internal control over financial reporting; • the risk assessment and risk management practices of the Company; • the performance of the Company’s internal audit function; and • compliance with the Company’s Global Code of Business Ethics.	Mr. Foster(1) Mr. Rickertsen Mr. Sterrett	4
Compensation & Talent Development Committee	• Approve and recommend to our Board of Directors all compensation plans for the executive officers and our Board of Directors. • Approve the short-term compensation of the executive officers and recommend for Board of Directors approval the short-term compensation for members of our Board of Directors. • Approve and authorize grants under the Company’s incentive plans, including all equity plans and long-term incentive plans. • Lead the Board of Directors in its annual review of the executive officers’ performance. • Review, and report to the Board on, the Company’s succession planning. • Prepare any report on executive compensation required by Securities and Exchange Commission rules and regulations for inclusion in our annual Proxy Statement, if any. • Oversee the Company’s “Social” (including diversity, equity and inclusion) strategies, initiatives and disclosure, including related policies, programs and publications, and review significant findings of related internal and external assessments and audits.	Mr. Rickertsen(1) Mr. Bayh Mr. Foster Mr. Ullem	4
Nominating & Governance Committee	• Implement and review criteria for membership on our Board of Directors and its committees. • Recommend proposed nominees for election to our Board of Directors and membership on its committees. • Make recommendations to our Board of Directors regarding governance and related matters. • Review CEO and executive officer succession planning with the Compensation & Talent Development Committee as appropriate. • Lead the Board in its annual review of the Board’s performance. • Oversee the Company’s “Environmental” and “Governance” strategies, initiatives and disclosure, including related policies, programs and publications, and review significant findings of related internal and external assessments and audits.	Dr. Kesner(1) Ms. Sneed Mr. Steele Ms. Rahman	4

(1)

Committee Chair

(2)

Our Board of Directors has determined that Messrs. Foster, Steele, Sterrett, Rickertsen and Ullem satisfy the requirements for independence and financial literacy under the rules and regulations of the NYSE and the Securities and Exchange Commission, satisfy the financial sophistication requirements of the NYSE, and qualify as audit committee financial experts as defined under Securities and Exchange Commission rules and regulations.

(3)

As of January 1, 2022 Messrs. Steele and Ullem replaced Mr. Rickertsen on the Audit & Finance Committee and Dr. Kesner was added to the Compensation & Talent Development Committee.

Board Leadership Structure

The Board of Directors has historically chosen to combine the positions of Chief Executive Officer and Chairman of the Board so that the same person serves in both roles. While the Board believes it is important that the Company retain the organizational flexibility to determine whether the roles of Chief Executive Officer and Chairman of the Board are separated

or combined, the Board believes that combining the positions of Chief Executive Officer and Chairman is in the Company’s best interest. This arrangement provides the benefit of having our Chief Executive Officer, the individual with primary responsibility for managing the Company’s day-to-day operations, chair regular Board meetings as the Board discusses

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key business and strategic issues. Coupled with a Lead Independent Director, the structure affords strong independent board leadership and engagement and oversight of management, promotes cohesiveness, and also allows for better alignment of strategic development and execution, more effective implementation of strategic initiatives, and clearer accountability for success or failure.

When the Chairman and Chief Executive Officer roles are combined as they are currently, our Corporate Governance Guidelines require that we have a Lead Independent Director position to complement the Chairman’s role, and to serve as the principal liaison between the non-employee directors and the Chairman. Our Corporate Governance Guidelines require that Lead Independent Director be elected annually by the independent, non-employee directors. Mr. Sterrett currently serves as our Lead Independent Director, providing effective, independent leadership of our Board through his clearly defined and robust set of roles and responsibilities, including presiding at meetings of independent directors and regularly scheduled executive sessions.

The Lead Independent Director coordinates the activities of the independent directors and performs such other duties and responsibilities

as the Board of Directors may determine. The specific responsibilities of the Lead Independent Director are as follows:

•

Preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

•

Call, coordinate, develop the agenda for, chair and moderate meetings of the independent directors;

•

Serve as liaison between the Chairman and the independent directors;

•

Advise the Chairman as to the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to perform their duties effectively and responsibly;

•

Provide the Chairman with input regarding Board meeting agendas and schedules; and

•

Assist the Nominating & Governance Committee, the Board and management related to compliance with and implementation of Corporate Governance Guidelines.

Board Role in Risk Oversight

It is the direct responsibility of the Chief Executive Officer and the other members of management to identify, assess, prioritize and manage the Company’s enterprise risks on a day-to-day basis. The Board of Directors has responsibility for the oversight of risk management on an enterprise-wide basis through regular updates from management and the strategic planning process. The Audit & Finance Committee assists the Board of Directors in fulfilling its oversight responsibilities by reviewing and discussing with management the Company’s major risk exposures and the results of an annual corporate-wide enterprise risk assessment, the related corporate guidelines, and procedures for risk assessment and management. The Company’s approach to risk management is to identify, prioritize, monitor and appropriately mitigate all material business risks, and take advantage of all identified opportunities, in order to support the Company’s strategy, including proper financial management and sustainable growth, while protecting and enhancing stockholder value. In addition, the Board of Directors delegates certain risk oversight responsibilities to its committees; for example, the Audit & Finance Committee is responsible for overseeing our material financial and other risk exposures, including risks relating to the financial reporting process

and internal controls, as well as risks related to cybersecurity threats, the Company’s information technology systems and networks, and related-party transactions; the Compensation & Talent Development Committee is responsible for overseeing risks relating to our compensation programs; and the Nominating & Governance Committee is responsible for overseeing corporate governance-related risks. The Board and its committees oversee the execution of Berry’s ESG risk management, strategies and initiatives as an integrated part of their oversight of the Company’s overall strategy and risk management. The Board and its committees are actively engaged with management on related topics such as management of human capital; diversity, equity and inclusion; sustainability goals; analysis of alternative pathways to achieve those goals; customer, investor and other stakeholder expectations; the environmental impact of our Company; and the Company’s global ethics and compliance program. Specifically, the Compensation & Talent Development Committee has responsibility for the oversight of the Company’s “Social” strategy, initiatives and disclosure and the Nominating & Governance Committee has responsibility for the oversight of the Company’s “Environmental” and “Governance” strategies, initiatives and disclosure.

Communications with the Board

Any person who wishes to communicate with the Board of Directors, including the independent directors, may direct a written communication, addressed to the Board of Directors or to the independent directors, to our principal executive offices at 101 Oakley Street, Evansville, IN 47710, in

care of our Secretary, or, alternatively, by email to ir@berryglobal.com. All correspondence will be logged and forwarded to the director or directors to whom it is addressed.

Share Ownership Guidelines

The Board encourages directors and Company management to hold a meaningful financial interest in the Company. Under the share ownership guidelines applicable to all non-employee directors, each non-employee director is expected to hold a financial stake in shares of Company common stock with a value equivalent to four times his or her annual cash retainer. Each non-employee director has five years after his or her initial election to the Board to meet the ownership guidelines. Each of the non-employee directors was in compliance with the guidelines as of December 31, 2021 or is reasonably proceeding with compliance as of the applicable five-year achievement period. Under the share ownership guidelines applicable to

Company management, the Chief Executive Officer is required to hold a financial stake in shares of Company common stock in an amount equal to at least five times his annual base salary and the other Named Executive Officers are required to hold a financial stake in shares of Company common stock in an amount equal to at least three times their annual base salary. The Chief Executive Officer and each other Named Executive Officers have five years after his or her initial appointment to a qualifying management position to meet the ownership guidelines. The Chief Executive Officer and the other Named Executive Officers were in compliance with the guidelines as of December 31, 2021.

2022 Proxy Statement

TABLE OF CONTENTS

CORPORATE GOVERNANCE

No Hedging or Pledging of Stock

Berry policy prohibits directors, executive officers and key employees from engaging in publicly traded options and hedging transactions with regard to Berry securities, including the pledging of shares of Berry stock to secure personal loans.

Global Code of Business Ethics

Effective August 23, 2021, the Board of Directors approved a new Global Code of Business Ethics (the “Code of Ethics”). The Code of Ethics was adopted to, among other things, (i) improve its focus on the Company’s core values and culture of ethics and integrity, (ii) reduce complexity and improve readability in order to make the Code of Ethics more accessible to a global and diverse employee base, (iii) provide additional clarity on acceptable and unacceptable behaviors and actions, including through the use of practical hypotheticals, (iv) communicate to third parties, including suppliers, customers and the communities where we live and work, our expectations and aspirations, and (v) make other technical, administrative, and non-substantive revisions to the Company’s prior Code of Business Ethics.

The Code of Ethics applies to all directors, officers, and employees of the Company and its subsidiaries, including our Chief Executive Officer and senior financial officers, establishing basic standards of business practice and behavior, as well as professional and personal conduct that are expected of all covered persons. The Company’s policy is to conduct its business in accordance with the highest ethical, moral, and legal standards, efficiently, in good faith, with due care, and in the best interests of the Company, its employees, and stockholders. Each Company director, officer, and employee has a primary duty to act at all times to uphold these standards and to act with honesty, integrity and fairness, and without actual or apparent conflict of interest.

We also have adopted a Certification and Supplemental Code of Ethics (the “Supplemental Code”) applicable to our Chief Executive Officer, all Company directors, employees reporting directly to the Chief Executive Officer, executive vice presidents, and regional presidents. The Company believes that the highest level of leaders at the Company have a responsibility to uphold the highest standards of integrity, to avoid even the appearance of impropriety, and to set an example of accountability for all others in the Company.

To codify this responsibility, the Company created the Supplemental Code, which is in addition to the standards set by our Code of Ethics, in order to establish a higher level of expectation for the most senior leaders of the Company. The Supplemental Code sets the expectations as to how our senior leaders conduct themselves in dealings with the Company, customers, suppliers and coworkers and it further defines our commitment to compliance with the Company’s policies, procedures and government rules and regulations. Our Code of Ethics and the Supplemental Code can be obtained on our website.

The Company has an active global ethics and compliance program, which includes:

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An Ethics Committee, chaired by our Director of Corporate Compliance, that oversees management’s efforts to foster a culture of ethics and appropriate conduct within the Company. The Committee’s role is one of oversight, recognizing that management is responsible for continuously reinforcing and championing the Company’s sound ethics, responsible conduct and principled culture throughout our employee population. The Committee reports to the Audit & Finance Committee on a quarterly basis.

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SEC Form DEF 14A filed by Berry Global Group, Inc.