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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 paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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January 6, 2023

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 15, 2023 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 14, 2023 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

TABLE OF CONTENTS

Notice of Annual Meeting of
Stockholders

Berry Global Group, Inc.
February 15, 2023

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 September 30, 2023;

(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, Chaney M. Sheffield, 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 27, 2022, 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. We will begin distributing the Proxy Statement and the proxy card(s) on or about January 6, 2023.

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 15, 2023:
The proxy materials for the Annual Meeting are available at www.proxyvote.com.

TABLE OF CONTENTS

	PROXY STATEMENT SUMMARY					1
	PROXY STATEMENT					7
	CURRENT DIRECTORS, REFRESH DIRECTORS, AND EXECUTIVE OFFICERS					7
	SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT					11
	CORPORATE GOVERNANCE					12
	General					12
	Director Independence					12
	Director Nomination Process					12
	Board Composition					13
	Stockholder Engagement					13
	Meeting Attendance					14
	Board Committees					14
	Board Leadership Structure					15
	Board Role in Risk Oversight					15
	Communications with the Board					16
	Share Ownership Guidelines					16
	No Hedging or Pledging of Stock					16
	Global Code of Business Ethics					16
	Compensation of Non-Employee Directors					17
	Transactions with Related Persons					17
	REPORT OF THE AUDIT & FINANCE COMMITTEE					18
	EXECUTIVE COMPENSATION					19
	Executive Summary					19
	Compensation Discussion and Analysis					20
	Compensation & Talent Development Committee Report					25
	Compensation Committee Interlocks and Insider Participation					25
	Summary Compensation Table					25
	Grants of Plan-Based Awards for Fiscal 2022					26
	Outstanding Equity Awards at Fiscal Year-End Table					27
	Option Exercises in Fiscal 2022					28
	Nonqualified Deferred Compensation					29
	Employment Agreements: Potential Payments Upon Termination or Change in Control					29
	Equity Compensation Plan Information					31
	CEO Pay Ratio					32

	PROPOSAL 1: ELECTION OF DIRECTORS					33
	PROPOSAL 2: RATIFICATION OF SELECTION OF REGISTERED PUBLIC ACCOUNTANTS					33
	PROPOSAL 3: ADVISORY, NON-BINDING VOTE ON EXECUTIVE COMPENSATION					34
	QUESTIONS AND ANSWERS ABOUT THIS ANNUAL MEETING					35
	DELINQUENT SECTION 16(a) REPORTS					38
	STOCKHOLDER PROPOSALS					38
	OTHER MATTERS					39
	EXPENSES OF SOLICITATION					39
	HOUSEHOLDING OF PROXY MATERIALS					39
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					39

TABLE OF CONTENTS

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 33) 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 33) 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 September 30, 2023 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 34) 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 14, 2023.

•

Submitting a Proxy via the Internet: Visit www.proxyvote.com to vote online by 11:59 p.m., Eastern Time, on February 14, 2023.

•

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 14, 2023.

•

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

2023 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)
CC

✓

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

Idalene F. Kesner

2014

Dean Emerita of Indiana University’s Kelley School of Business

NGC (Chair)

✓

Olympic Steel, Inc. (NASDAQ: ZEUS)
Duke Energy Corporation (NYSE: DUK)

Jill A. Rahman

2020

Chief Operating Officer of The
Greater Chicago Food Depository

NGC
CC

✓

TreeHouse Foods (NYSE:THS)

Carl J. (Rick) Rickertsen

2013

Managing Partner of Pine Creek
Partners

CC (Chair)

✓

Hut 8 Mining Corp. (NASDAQ: HUT)
MicroStrategy Incorporated (NASDAQ: MSTR)
Apollo Senior Floating Rate Fund (NYSE: AFT)
Apollo Tactical Income Fund Inc. (NYSE: AIF)

Thomas E. Salmon

2017

Berry Chairman of the Board and
Chief Executive Officer

Old National Bancorp (NASDAQ: ONB)

Chaney M. Sheffield, Jr.

2022

Partner and Portfolio Manager, Canyon Partners, LLC

NGC

✓

None

Robert A. Steele

2014

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

AC
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

AC
CC

✓

None

(1)

As of January 2, 2023, Ms. Rahman replaced Dr. Kesner on the Compensation & Talent Development Committee.

AC = Audit & Finance Committee

CC = Compensation & Talent Development Committee

NGC = Nominating & Governance Committee

* = Lead Independent Director

Board Refreshment

As a result of Berry’s existing focus on Board refreshment efforts, effective as of immediately following the 2023 Annual Meeting, the Board has (i) increased the size of the Board to twelve directors and (ii) appointed Meredith R. Harper and Peter T. Thomas as independent directors, with terms expiring at the 2024 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. Peter T. Thomas, who is currently serving as an observer to the Board of Directors, will fill the second vacancy. Mr. Thomas is a former Chairman, Chief Executive Officer and President of Ferro Corporation. In addition to other relevant skills and experience, Ms. Harper brings Executive Leadership and Cybersecurity skills and experience to our Board, and Mr. Thomas brings Executive Leadership and Capital Allocation skills and experience.

Additionally, on November 22, 2022 we appointed Chaney M. Sheffield, Jr. to serve as a director on our Board with a term expiring at the 2023 Annual Meeting. Mr. Sheffield is included in the slate of the ten nominees for election as directors at the 2023 Annual Meeting.

2023 Proxy Statement

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PROXY STATEMENT SUMMARY

After the appointment of Ms. Harper and Mr. Thomas to the Board, the age, tenure, gender/diversity and skills and experience of the Board are as follows:

[MISSING IMAGE: tm2232066d1-pc_skills4c.jpg]

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 12 describes our governance framework, which includes the following highlights:

	Board Independence			• 11 of 12 independent directors • Regular independent director executive sessions • Independent Board Committees
	Lead Independent Director
	Board Refreshment			• Added six new directors in last six years, including two directors appointed immediately following the 2023 Annual Meeting • 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

2023 Proxy Statement

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PROXY STATEMENT SUMMARY

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 2022, 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

•

50% — Option awards vest based on continued service 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

•

50% — 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

“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 CEO and aggregate other Named Executive Officer (NEO) compensation by type and form at target for fiscal 2022:

[MISSING IMAGE: tm2232066d1-pc_ceoneo4c.jpg]

Based on our actual results for the fiscal year ended October 1, 2022, the Company achieved 94% of the Adjusted EBITDA performance target and achieved 97% of the free cash flow performance target, which resulted in a total annual STI payout to our Named Executive Officers equal to 63% of target STI for fiscal 2022.

Fiscal 2023 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 2023 the annual equity and equity-based awards to our executive officers will consist of 40% stock options and 60% performance-based restricted stock units.

2023 Proxy Statement

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PROXY STATEMENT SUMMARY

In order to tie executive compensation with the Company’s climate-related goals, the Compensation & Talent Development Committee determined that beginning in fiscal 2023 the short-term annual performance-based cash incentive will be comprised of three components that are tied directly to the financial and climate-related performance of the Company: (i) an Adjusted EBITDA target (70% of the target award); (ii) a free cash flow target (20% of the target award); and (iii) a Greenhouse Gas emissions target (10% of the target award).

Our Values

[MISSING IMAGE: tm2232066d1-fc_ourvalue4c.jpg]

Sustainability, Environmental and Social Responsibility

At Berry Global, we create innovative packaging and engineered products designed to 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 approximately 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.

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 enterprise 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.

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.

We believe that plastics will play a critical role in achieving net-zero greenhouse gas emissions because of its lower carbon emissions when compared to alternative substrates. With endless routes toward sustainable packaging, plastics make it possible for customers to reduce their carbon footprint while utilizing the material’s lightweight yet durable properties. Plastics provide a solution for customer goals toward net-zero.

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.

Social Responsibility — Human Capital Management

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.

2023 Proxy Statement

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PROXY STATEMENT SUMMARY

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.

Impact 2025

As a global leader, we are driven to achieve more — more for our environment, employees, and customers. As announced in 2019, our sustainability strategy, Impact 2025, focuses on making a positive impact through our products, performance, and partners. We acknowledge that environmental sustainability is not achieved through one initiative, and we are addressing the challenges through a multi-faceted approach across the value chain. Our corporate sustainability strategy focuses on three priorities: Products, Performance, and Partners.

Products

Our strategic focus begins with the products we develop for our customers. In line with our strategy and aligned to customer goals, we have committed to minimizing product impacts through 100% of our fast-moving consumer packaging to be reusable, recyclable, or compostable by 2025. Our sustainability experts, engineers and scientists help our customers develop products with recycled content, reduced carbon footprint, reuse, renewable material, and improved recyclability.

Performance

At Berry Global, we are continuously innovating and investing to work toward the world goal of a net-zero economy. As an industry leader, our efforts to eliminate waste, support investment in recycling infrastructure, increase our use of post-consumer recycled content in our products, reduce greenhouse gas emissions and reduce energy and water consumption demonstrate to our industry what can be achieved by focusing on reducing operational impact.

Partners

We know we can’t achieve all of our sustainability goals without help from others. That’s why we engage partners, including employees, suppliers, customers, investors and communities on key issues and plans to advance our sustainability goals. Our employees are the heartbeat of our organization. It is through our teams that we are able to innovate, adapt, and ultimately thrive. As a global organization, we are pledging to harness our strengths in diversity and commitment to inclusion. We will help our employees succeed through career development and ensure a safe work environment. We also build partnerships with our customers, suppliers and investors to provide innovative solutions that go beyond the products we make. Finally, we strive to support the communities where we work and serve, and therefore consider them a critical stakeholder to how we operate. Our global footprint enables us to create substantial community impact around the world.

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 is expected to be available in early 2023. The Impact Reports are not part of this Proxy Statement.

2023 Proxy Statement

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BERRY GLOBAL GROUP, INC.
Proxy Statement for Annual Meeting of Stockholders
February 15, 2023

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.”

CURRENT DIRECTORS, REFRESH DIRECTORS, AND EXECUTIVE OFFICERS

CURRENT DIRECTORS

Thomas E. Salmon

Age: 59

Chief Executive Officer and

Chairman of the Board

[MISSING IMAGE: ph_thomassalmon-4clr.jpg]

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: 67

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: 62

Director

[MISSING IMAGE: ph_jonathanfoster-4clr.jpg]

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.

2023 Proxy Statement

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CURRENT DIRECTORS, REFRESH DIRECTORS, AND EXECUTIVE OFFICERS

Idalene F. Kesner

Age: 64

Director

[MISSING IMAGE: ph_idalenekesner-4clr.jpg]

Idalene F. Kesner has been a member of our Board of Directors since April 2014. Dr. Kesner is the Dean Emerita of Indiana University’s Kelley School of Business. She served as dean for Indiana University’s Kelley School of Business from July 2013 until July 31, 2022. 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 served 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: 62

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.

Carl J. (Rick) Rickertsen

Age: 62

Director

[MISSING IMAGE: ph_carlrickertsen-4clr.jpg]

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.

Chaney M. Sheffield, Jr.

Age: 42

Director

[MISSING IMAGE: ph_chaneysheffieldjr-4clr.jpg]

Chaney M. Sheffield, Jr. was appointed to our Board of Directors in November 2022. Mr. Sheffield is a Partner at Canyon Partners, LLC, a worldwide investment firm, a position he has held since 2008. At Canyon, Mr. Sheffield also serves as a portfolio manager, and is a member of Canyon’s ESG and Investment committees. He has 20 years of experience in investment banking. Prior to joining Canyon Partners, Mr. Sheffield served as Vice President — Special Situations Group at Morgan Stanley Fixed Income Division from 2004 — 2008. From 2002-2004, Mr. Sheffield served as an Analyst for Morgan Stanley’s Investment Banking Division. Mr. Sheffield graduated Cum Laude from Harvard University with a Bachelor of Arts in Economics. Mr. Sheffield’s extensive capital allocation, investment banking, and packaging industry knowledge qualifies him to serve as a director of the Company.

Robert A. Steele

Age: 67
Director

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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 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.

2023 Proxy Statement

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CURRENT DIRECTORS, REFRESH DIRECTORS, AND EXECUTIVE OFFICERS

Stephen E. Sterrett

Age: 67

Director

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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: 56

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.

REFRESH DIRECTORS

Meredith R. Harper and Peter T. Thomas have been appointed to the Board effective as of immediately following the 2023 Annual Meeting.

Meredith R. Harper

Age: 51

Future Director

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Meredith R. Harper was appointed to our Board of Directors effective immediately following the 2023 Annual Meeting to fill one of two vacancies after our Board expands the number of directors to twelve. Ms. Harper has been the 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 is an active member of the Health Care Compliance Association and is also certified as a HealthCare Information Security & Privacy Practitioner through the International Information System Security Certification Consortium, Inc. and a Certified Information Security Manager through the Information Systems Audit and Control Association. She continues to provide leadership for several industry groups, serves her alma mater as a Trustee for the University of Detroit Mercy and has provided 31 years of community service through her Diamond Life membership in Delta Sigma Theta Sorority, Inc. Ms. Harper is a proud alumna of the University of Detroit Mercy and the Loyola Chicago School of Law where she earned a Bachelor of Science in Computer Information Systems, a Master’s in Health Service Administration and a Master’s of Jurisprudence in Health Law, respectively. Ms. Harper’s extensive executive management and information security experience qualify her to serve as a director of the Company.

Peter T. Thomas

Age: 67

Future Director

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Peter T. Thomas was appointed to our Board of Directors effective immediately following the 2023 Annual Meeting to fill one of two vacancies after our Board expands the number of directors to twelve. From November 2012 to April 2022, Mr. Thomas served as President, Chief Executive Officer and Chairman of the board of directors of Ferro Corporation (formerly NYSE: FOE) (“Ferro”) from April 2014 to April 2022. Mr. Thomas served in various roles at Ferro from 1999 to 2012, including as Operating Vice President the Polymer and Ceramic Engineered Materials Group, Director of Sales for Polymer Additives, Commercial Director for Performance and Fine Chemicals, and Vice President of Organic Specialties. Mr. Thomas served in various roles at Witco Corporation (formerly NYSE: WIT) from 1991 to 1998, including as Vice President of the Oleochemical-Derivatives business unit, Vice President of Sales, and Global Market Director. Mr. Thomas previously served on the board of directors of Innophos Holdings, Inc. (NASDAQ: IPHS from January 2016 to February 2020, including serving as its lead director from December 2017 to February 2020 and as a member of its Audit and Nominating and Governance Committees from January 2016 to February 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. Mr. Thomas’s extensive executive leadership experience qualifies him to serve as a director of the Company.

2023 Proxy Statement

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CURRENT DIRECTORS, REFRESH DIRECTORS, AND EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

Thomas E. Salmon

Age: 59
Chief Executive Officer and Chairman of the Board

See page 7 above for biographical information for Mr. Salmon.

Mark W. Miles

Age: 51
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: 47
President, Health, Hygiene and Specialties Division

Curtis L. Begle has been President of Berry’s Health, Hygiene and Specialties Division since December 2018. He previously served as President of Berry’s Engineered Materials Division from November 2014 to December 2018 and as President of Berry’s Rigid Closed Top Division 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: 56
President, Consumer Packaging — International Division

Jean-Marc Galvez has been President of Berry’s Consumer Packaging — International Division since July 2019. He previously served as President of Berry’s Consumer Packaging Division since January 2017 and President — Europe, Middle East, India, and Africa of Berry’s Health, Hygiene and Specialties Division 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: 56
President, Engineered Materials Division

Michael E. Hill has been President of Berry’s Engineered Materials Division since December 2018. He previously served as Berry’s Executive Vice President and General Manager of various divisions with the Consumer Packaging Division 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: 51
President, Consumer Packaging — North America Division

William J. Norman has been President of Berry’s Consumer Packaging — North America Division 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 Division, 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: 52
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: 45
Executive Vice President and Controller

James M. Till has been Berry’s Executive Vice President and Controller since January 2014. Mr. Till previously served as Berry’s Vice President of Accounting and Finance from November 2010 to January 2014. Mr. Till started with the Company as Director of Finance in 2008.

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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of December 27, 2022, 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 27, 2022, there were 121,820,906 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		66,193		1,310,748		1,376,941		*
Mark W. Miles		25,000		755,725		780,725		*
Curt L. Begle		28,500		236,003		264,503		*
Jean-Marc Galvez		—		252,377		252,377		*
Jason K. Greene		250		316,203		316,453		*
B. Evan Bayh		27,258		80,997		108,255		*
Jonathan F. Foster		2,758		80,997		83,755		*
Idalene F. Kesner		30,758		52,997		83,755
Jill A. Rahman		2,758		8,497		11,255		*
Carl J. (Rick) Rickertsen		2,758		41,997		44,755		*
Chaney M. Sheffield, Jr.		51,107		—		—		*
Robert A. Steele		2,758		66,997		69,755		*
Stephen E. Sterrett		2,758		66,997		69,755		*
Scott B. Ullem		2,758		50,997		53,755		*
All current directors and executive officers as a group (17 persons)(2)		245,614		3,813,551		4,059,165		3.3%
EdgePoint Investment Group Inc.(3)		15,674,364		—		15,674,364		12.9%
The Vanguard Group, Inc.(4)		12,403,244		—		12,403,244		10.2%

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 27, 2022.

(3)

Information based on Schedule 13G/A filed with the Securities and Exchange Commission on February 11, 2022 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, 2021. Such filing reports that EdgePoint Investment Group Inc. has sole voting power with respect to 12,331,508 of the shares, shared voting power with respect to 3,342,856 of the shares, sole dispositive power with respect to 12,331,508 of the shares, and shared dispositive power with respect to 3,342,856 of the shares.

(4)

Information based on Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2022 by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, including on behalf of certain subsidiaries, reporting beneficial ownership as of December 31,2021. The Vanguard Group, Inc., has sole voting power with respect to 0 of the shares, shared voting power with respect to 72,389 of the shares, sole dispositive power with respect to 12,215,208 of the shares and shared dispositive power with respect to 188,036 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

Board Refreshment

As a result of Berry’s existing focus on Board refreshment efforts, effective as of immediately following the 2023 Annual meeting, the Board has (i) increased the size of the Board to twelve directors and (ii) appointed Meredith R. Harper and Peter T. Thomas as independent directors, with terms expiring at the 2024 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. Peter T. Thomas, who is currently serving as an observer to the Board of Directors, will fill the second vacancy. Mr. Thomas is a former Chairman, Chief Executive Officer and President of Ferro Corporation. In addition to other relevant skills and

experience, Ms. Harper brings Executive Leadership and Cybersecurity skills and experience to our Board and Mr. Thomas brings Executive Leadership and Capital Allocation skills and experience.

After the appointment of Ms. Harper and Mr. Thomas to the Board, the age, tenure and gender and diversity are as follows:

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 reports back to the Board of Directors on the feedback they receive.

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CORPORATE GOVERNANCE

Meeting Attendance

During the 2022 fiscal year our Board of Directors held four regular meetings and four special meetings. Each director attended, either in person or by telephone at least 75% 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 2022 Annual Meeting.

Board Committees

Our Board of Directors has a Compensation & Talent Development Committee, an Audit & Finance Committee, a Nominating & Governance Committee and a Capital Allocation Advisory Committee. Our Board of Directors has determined that each member of the Audit & Finance, Compensation & Talent Development 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 2022(4)	Total Number of Meetings During Fiscal Year 2022
Audit & Finance Committee(2)(3)	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, including risks relating to the financial reporting process, cybersecurity threats and the Company’s information technology systems and networks; • the performance of the Company’s internal audit function; and • compliance with the Company’s Global Code of Business Ethics.	Mr. Foster(1) Mr. Steele Mr. Sterrett Mr. Ullem	5
Compensation & Talent Development Committee(5)	• 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. • 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 Dr. Kesner	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) Mr. Steele Ms. Rahman Mr. Sheffield	5
Capital Allocation Advisory Committee

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