Document

DEF 14A 1 a2023proxystatement.htm DEF 14A Document

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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GREIF, INC.

(Name of Registrant as Specified in Its Charter)

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2023 Proxy Statement

Notice of Annual Meeting of Stockholders

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

It is our pleasure to invite you to join our Board of Directors at the 2023 Annual Meeting of Stockholders of Greif, Inc. This year's Annual Meeting will be held as a "completely virtual meeting." You will be able to attend the virtual Annual Meeting and vote your shares via a live webcast by visiting www.virtualshareholdermeeting.com/GEF2023.

DATE AND TIME:

Tuesday, February 28, 2023

8:00 a.m. Eastern Time

PLACE:

Webcast at www.virtualshareholdermeeting.com/GEF2023

ITEMS OF BUSINESS:

1.To elect eleven directors to serve for a one-year term;

2.To consider and vote upon, on a non-binding and advisory basis, the compensation of the Company's named executive officers;

3.To consider and conduct an advisory vote on the frequency of conducting future advisory votes on the compensation of the Company's named executive officers;

4.To consider and vote upon the approval of the Company's Amended and Restated Outside Directors Equity Award Plan;

5.To consider and vote upon the approval of the Company's Colleague Stock Purchase Plan; and

6.To transact such other business as may properly come before the meeting or any adjournments.

RECORD DATE:

Only stockholders of record of the Class B Common Stock at the close of business on December 30, 2022 will be entitled to vote at the Annual Meeting.

VOTING:

We hope that Class B stockholders will promptly vote over the internet, by phone, or by mailing their proxy cards in the enclosed envelope. Stockholders are always welcome to vote during the virtual meeting.

Vote by internet at www.proxyvote.com

Vote by phone at +1 800 690 6903

Vote by mailing your proxy card

Vote in person during the virtual meeting

On behalf of the Board of Directors, management and employees of Greif, thank you for your continued support.

By Order of the Board of Directors,


						/s/ Gary R. Martz
						Gary R. Martz
						Corporate Secretary
January 13, 2023

Greif - Proxy Statement 2

TABLE OF CONTENTS


			Page

Notice of Annual Meeting of Stockholders			2
Information About the Annual Meeting			5
Proposal 1: Election of Directors			7
Proposal 2: Advisory Vote on Approval of Compensation of Named Executive Officers			12
Proposal 3: Advisory Vote on Frequency of Conducting Future Advisory Votes on Compensation of Named Executive Officers			12
Proposal 4: Approval of Amended and Restated Outside Directors Equity Award Plan			13
Proposal 5: Approval of Colleague Stock Purchase Plan			17
Corporate Governance			21
Board of Directors			21
Skills and Attributes of our Board			21
Board Responsibilities			22
Committees of the Board			22
Board Leadership Structure			23
Director Independence			23
Board’s Role in Risk Management Oversight			24
Board's Role in Environmental, Social and Governance Matters Oversight			24
Availability of Corporate Governance Documents			26
Director Compensation for Fiscal 2022			27
Director Compensation Table			27
Director Compensation Arrangements			27
Stock Ownership Guidelines for Directors			28
Director Participation in Director Deferred Compensation Plan			28
Executive Officers of the Company			29
Stock Holdings of Certain Owners and Management			31
Compensation Discussion and Analysis			33
Overview and Introduction			33
Summary of Executive Compensation Governance Practices			33
Compensation Committee			33
Compensation Philosophy and Objectives			34
Elements of Our Compensation Program			35
Base Salary			35
Short-Term Incentive Plan			36
Long-Term Incentive Plan			37
Stock Ownership Guidelines			39
Retirement and Deferred Compensation Plans			40
Perquisites			41
"Say-on-Pay" Advisory Votes			41
Recoupment Policy			41
2022 Performance Reviews of CEO and Other NEOs			42
Compensation Committee Matters			43
Compensation Committee Interlocks and Insider Participation			43
Compensation Committee Report			43
Executive Compensation Tables			44

Greif - Proxy Statement 3


Pay Ratio			50
Audit Committee Matters			51
Report of the Audit Committee			51
Audit Committee Pre-Approval Policy			52
Fees of the Independent Registered Public Accounting Firm			52
Other Matters			53
Stockholder Nominations and Proposals			53
Certain Relationships and Related Party Transactions			54
Exhibit A - Greif, Inc. Amended and Restated Outside Directors Equity Award Plan			55
Exhibit B - Greif, Inc. Colleague Stock Purchase Plan			61

Greif - Proxy Statement 4

PROXY STATEMENT

INFORMATION ABOUT THE ANNUAL MEETING:

How to Attend the Virtual Annual Meeting?

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Greif, Inc. (the “Company,” “our,” “us” and “we”) will be held on February 28, 2023, at 8:00 a.m., Eastern Time. This year's Annual Meeting will be held as a virtual meeting via a live webcast at www.virtualshareholdermeeting.com/GEF2023. In order to attend the Annual Meeting, you will need to access the webcast by using your 16-digit control number included on your Notice of Internet Availability or on your proxy card (if you received a printed copy of the proxy materials).

Why am I Receiving these Proxy Materials?

This proxy statement is being furnished to all stockholders of the Company in connection with the Annual Meeting and has been made available to you electronically or by mail. It is anticipated that this proxy statement and proxy will first be sent to the stockholders on or about January 13, 2023.

Who May Vote at the Annual Meeting?

Only holders of Class B Common Stock as of the close of business on December 30, 2022, are entitled to vote at the Annual Meeting and any adjournment thereof. Holders of Class A Common Stock are not entitled to vote at the Annual Meeting. Therefore, this proxy statement is being furnished to holders of Class A Common Stock for informational purposes only, and no proxy card is being solicited from them. On the record date of December 30, 2022, there were 21,687,970 shares of Class B Common Stock outstanding, with each share entitled to one vote.

How do I Vote?

VOTE IN ADVANCE OF THE MEETING

VOTE DURING THE MEETING

Via the Internet

By Phone

By Mail

In Person

Visit www.proxyvote.com to submit a proxy via computer or your mobile device

Call 1-800-690-6903 24/7 within the United States

Mark, sign and date your proxy card and mail promptly in the enclosed postage-paid envelope.

Attend the Virtual Meeting at www.virtualshareholdermeeting.com/GEF2023 and vote by ballot.

What Proposals will be Voted on at the Annual Meeting?

At the Annual Meeting, Class B stockholders will vote upon:

Proposal 1: the election of eleven directors to serve for a one-year term;

Proposal 2: an advisory vote on compensation of the Company's named executive officers;

Proposal 3: an advisory vote on the frequency of conducting future advisory votes on compensation of the Company's named executive officers;

Proposal 4: the approval of the Company's Amended and Restated Outside Directors Equity Award Plan; and

Proposal 5: the approval of the Company's Colleague Stock Purchase Plan.

The Class B stockholders will also vote upon such other business as may properly come before the meeting or any adjournment.

How are Votes Counted?

Holders of Class B Common Stock represented by properly executed proxies will be voted at the Annual Meeting in accordance with the choices indicated on the proxy. Each share of the Class B Common Stock is entitled to one vote for each director and in respect of any proposal.

For Proposal 1, the eleven director nominees receiving the highest number of votes will be elected as directors. Class B stockholders do not have the right to cumulate their votes in the election of directors. Proxies cannot be voted at the Annual Meeting for a number of persons greater than the number of nominees named in this proxy statement.

The vote on Proposal 2 concerning executive compensation is advisory only and therefore is not binding upon the Board. However, the Compensation Committee may take into account the outcome of the vote when considering future executive compensation arrangements.

The vote on Proposal 3 concerning the frequency of conducting future advisory votes regarding the compensation of the Company’s named executive officers is also advisory only and therefore is not binding upon the Board. However, the Board intends to select the frequency term (1, 2 or 3 years) receiving the highest number of votes as the frequency with which future resolutions will be presented to Class B stockholders concerning the approval of the compensation of the Company’s named executive officers.

Greif - Proxy Statement 5

The vote required to approve Proposals 4 and 5 concerning the approval of the directors amended and restated equity award plan and the colleague stock purchase plan is the favorable vote of a majority of the outstanding shares of the Class B Common Stock voting on the applicable proposal; provided that the total vote cast on such proposal represents over 50% in interest of all shares of Class B Common Stock entitled to vote on the proposal.

Abstentions will be considered as shares of Class B Common Stock present at the Annual Meeting for purposes of determining the presence of a quorum. Abstentions will not be counted in the votes cast for the election of directors and will not have a positive or negative effect on the outcome of that election. Abstentions with respect to Proposals 2 and 3 concerning advisory votes on compensation and frequency of conducting future advisory votes on compensation will be treated as not voting or not expressing a preference and will not have a positive or negative effect on the outcome of that proposal. Abstentions will be counted as votes cast regarding Proposals 4 and 5 concerning the directors amended and restated equity award plan and the colleague stock purchase plan and will have the same effect as a vote against those proposals.

How do I change or revoke my Vote?

Any proxy may be revoked at any time prior to its exercise by delivering to the Company a subsequently dated proxy or by giving notice of revocation to the Company in writing. A Class B stockholder’s presence at the Annual Meeting does not by itself revoke the proxy.

Voting Instructions to Broker:

If your Class B Common Stock is held in street name, you will need to instruct your broker regarding how to vote your Class B Common Stock. Pursuant to the rules of the New York Stock Exchange, your broker does not have discretion to vote your Class B Common Stock without your instructions with respect to certain matters. If you do not provide your broker with voting instructions, your shares of Class B Common Stock will not be considered present at the Annual Meeting for purposes of determining the presence of a quorum or for voting on such matters.

This Proxy Statement, the form of proxy and the Company’s Annual Report are available at www.proxyvote.com.

Greif - Proxy Statement 6

PROPOSAL 1: Election of Directors

The Nominating and Corporate Governance Committee (the “Nominating Committee”) has recommended the eleven director nominees named below for election as directors at the Annual Meeting. Ten of these director nominees are presently serving on our Board of Directors (the “Board”). Each nominee has consented to being named in this proxy statement and to serve if elected for a one-year term. The size of the Board, which is currently twelve, will be reduced to eleven directorships immediately prior to the Annual Meeting by virtue of a resolution adopted by the Board pursuant to the Company's Third Amended and Restated By-Laws, which permits the Board to determine the exact number of Directors, between eight and thirteen, from time to time by resolution.

Peter G. Watson will be retiring from the Board at the end of his current term and is not standing for re-election. The Board would like to acknowledge Mr. Watson for his over 20 years of service to the Company and his significant role as CEO in the transformation and growth of the Company. John F. Finn will also be retiring from the Board at the end of his current term and is not standing for re-election. The Board would like to acknowledge Mr. Finn for his outstanding service on our Board over the past 15 years.

The new director nominee is Frank C. Miller. Mr. Miller was identified as a potential director of the Company by the Nominating Committee, and after a review and interview process, he has been nominated by the Board to serve as a director.

The ten presently serving director nominees have been nominated to serve as directors based on their record of service and individual contributions to the overall mission and responsibilities of the Board. Unless otherwise specified, the shares of Class B Common Stock represented by the proxies at the Annual Meeting will be voted to elect the eleven director nominees named below. In the event any of these eleven director nominees are unable to serve (which is not anticipated), the persons named as proxies in the proxy card may vote for another director nominee of their choice. The names and biographies of each of the director nominees for election to the Board of Directors are set forth below.


Director Nominees


OLE G. ROSGAARD
			Age: 59 Director since 2022 President and Chief Executive Officer Mr. Rosgaard has served as President and Chief Executive Officer of the Company since February 2022. From July 2021 to January 2022, Mr. Rosgaard served as Chief Operating Officer of the Company. From June 2019 to June 2021, he served as Senior Vice President, Group President of Global Industrial Packaging and from June 2019 to September 2020, Mr. Rosgaard was also responsible for Global Sustainability. From June 2017 to June 2019, Mr. Rosgaard served as Senior Vice President and Group President, Rigid Industrial Packaging & Services ("RIPS") - Americas and Global Sustainability. From August 2015 to June 2017, he served as Vice President and Division President, RIPS-North America. In January 2016, he assumed additional responsibility for RIPS-Latin America. Mr. Rosgaard has been employed by the Company since 2015. Mr. Rosgaard was nominated to serve as a director based on his experience and strong leadership as our President and Chief Executive Officer, as well as, his proven track record of operational execution. In making its nomination of Mr. Rosgaard, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of manufacturing, business operations, strategic planning, customer service, sustainability and supply chain. Other Board Service: •Past - United Way of Delaware County, Ohio

Greif - Proxy Statement 7


VICKI L. AVRIL-GROVES
			Age: 68 Independent Director since 2004 Compensation Committee member From June 2008 until her retirement in September 2013, Ms. Avril-Groves served as Chief Executive Officer and President of IPSCO Tubulars, Inc., a manufacturer of steel and tubular products. She had been an executive officer of IPSCO Inc. since 2004, including serving as its Chief Financial Officer. Ms. Avril-Groves was nominated to serve as a director based on her background, experience and judgment as a chief executive and chief financial officer of a major manufacturing company and her hands on management and operations experience in various industries and markets relevant to our products and services. In making its nomination of Ms. Avril-Groves, the Nominating Committee considered her valuable and extensive experience and knowledge in the areas of auditing, finance, merger and acquisitions, supply chain, and manufacturing, and her broad leadership ability and experience on several public company boards, which provides her with valuable regulatory experience and a deep understanding of corporate governance. Other Board Service: •Current - Commercial Metals Company (NYSE) •Current - Finning International, Inc. (TSX) •Past - Global Brass and Copper Holdings, Inc. (NYSE)


BRUCE A. EDWARDS
			Age: 67 Independent Director since 2006 Lead Director Audit (Chair), Nominating and Stock Repurchase Committee member From March 2008 until his retirement in September 2015, Mr. Edwards served on the Executive Management Board of Deutsche Post DHL, a global provider of mail and logistic services, with responsibility for running the supply chain operating unit of Deutsche Post DHL. From March 2007 until February 2008, Mr. Edwards was Global Chief Executive Officer for DHL Supply Chain, a supply chain services division of a subsidiary of Deutsche Post DHL. Prior to that time, and for more than five years, he was Chief Executive Officer of Exel Americas, a supply chain services subsidiary of Deutsche Post DHL. Mr. Edwards was nominated to serve as a director and lead director based on his background, experience and judgment as an executive officer of a global supply chain services company. In making its nomination of Mr. Edwards, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of auditing, finance, risk management, strategy, supply chain, corporate governance and mergers and acquisitions and his global board experience on publicly traded companies on the London exchange, which is especially valuable with respect to our international operations and regulatory affairs. Other Board Service: •Current - Gustavus Adophus College •Current - ODW Logistics •Past - Deutsche Post/DHL (Management Board) •Past - Ashtead Group PLC (London exchange) •Past - Synergy Health PLC (London exchange)

Greif - Proxy Statement 8


MARK A. EMKES
			Age: 70 Independent Director since 2008 Compensation Committee (Chair) member From January 2011 until his retirement in May 2013, Mr. Emkes served as Commissioner of Finance and Administration for the State of Tennessee. Previously, Mr. Emkes was Chairman and Chief Executive Officer of Bridgestone Americas, Inc. and Bridgestone Americas Holdings, Inc., a tire and rubber manufacturing company for more than five years prior to his retirement from that position in February 2010. He was also President of these companies from January 2009 until his retirement. Mr. Emkes was nominated to serve as a director based on his background, experience and judgment as the chairman and chief executive officer of a major international manufacturing company and as a senior state government official. In making its nomination of Mr. Emkes, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of auditing, finance, operations, strategy, global markets, mergers and acquisitions, and information technology, and his broad leadership ability and experience in state government and on several public company boards, which provides him with valuable regulatory experience and a deep understanding of corporate governance. Other Board Service: •Current - CoreCivic Corporation (NYSE) •Current - Boy Scouts of America - Middle Tennessee Council •Current - Community Foundation of Middle Tennessee •Past - First Horizon National Corporation (NYSE) •Past - Clarcor, Inc. (formerly on the NYSE)


DANIEL J. GUNSETT
			Age: 74 Independent Director since 1996 Compensation, Nominating (Chair) and Stock Repurchase Committee member For more than five years and until his retirement in December 2020, Mr. Gunsett was a partner with the law firm of Baker & Hostetler LLP and held the position of managing partner of the firm’s Columbus, Ohio office for six years. Mr. Gunsett was nominated to serve as a director based on his background, experience and judgment as the managing partner of an office of a major national law firm. In making its nomination of Mr. Gunsett, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of legal and regulatory matters, litigation, energy, environmental, corporate governance, compensation, fiduciary duties, succession planning and strategic planning and his broad leadership ability serving as outside general counsel to numerous companies over his legal career. Other Board Service: •Past - Recreation Unlimited Foundation


JOHN W. MCNAMARA
			Age: 58 Independent Director since 2009 Compensation and Nominating Committee member Prior to September 2017 and for more than five years, Mr. McNamara served as President and Owner of Corporate Visions Limited, LLC, a provider of aviation management educational and training programs including designing aviation management programs for universities globally. Mr. McNamara was nominated to serve as a director based on his background, experience and judgment as owner and president of an aviation services company. In making its nomination of Mr. McNamara, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of auditing, finance, strategic planning, risk management, regulatory affairs and customer service.

Greif - Proxy Statement 9


FRANK C. MILLER
			Age: 49 Director Nominee Since August 2018, Mr. Miller has been a partner with the law firm of Baker & Hostetler LLP. Prior to that time and for more than five years, Mr. Miller served a Senior Counsel at Kaiser Permanente, a not-for-profit health care plan organization. Prior to July 2008 and for more than five years, Mr. Miller was a partner at Baker & Hostetler LLP. Mr. Miller was nominated to serve as a director based on his background, experience and judgment as a partner at a major national law firm. In making its nomination of Mr. Miller, the Nominating Committee considered his valuable and extensive experience and perspective in the areas of legal and regulatory matters, healthcare, compliance, corporate governance, mergers and acquisitions, risk management, fiduciary duties, customer service and strategic planning.


KAREN A. MORRISON
			Age: 62 Director since 2022 For more than five years, Ms. Morrison has served as President of the OhioHealth Foundation and as Senior Vice President of External Affairs, OhioHealth, a not-for-profit system of hospitals and healthcare providers in Ohio. Ms. Morrison has held various leadership roles at OhioHealth since joining that organization in 1988. Ms. Morrison was nominated to serve as a director based on her leadership, experience and judgment as an executive leader within the healthcare industry. In making its nomination of Ms. Morrison, the Nominating Committee considered her valuable and extensive experience and knowledge in the areas of governance, government affairs, auditing, finance, ethics and compliance, healthcare, strategic planning and mergers and acquisitions. Other Board Service: •Current – Palmer-Donavin Manufacturing Company •Current – Columbus Zoo and Aquarium •Current – Columbus Regional Airport Authority •Current – Columbus Board of Health •Current – Ohio University Heritage College of Osteopathic Medicine •Past – SafeAuto Financial Corporation


ROBERT M. PATTERSON
			Age: 50 Independent Director since 2020 Audit and Stock Repurchase Committee member Audit Committee Financial Expert Since May 2014, Mr. Patterson has served as President and Chief Executive Officer of Avient Corporation (formerly PolyOne Corporation), a provider of specialty polymer materials, and since May 2016 has also served as its Chairman of the Board. Mr. Patterson has served in various leadership roles with Avient, including Chief Financial Officer, since joining that company in May 2008. Prior to that time, Mr. Patterson served in leadership roles at Novelis, Inc., a manufacturer of aluminum-rolled products, and SPX Corporation, a multi-industry manufacturer and developer. Mr. Patterson was nominated to serve as a director based on his leadership, experience and judgment as a current chief executive officer and chairman of a publicly traded manufacturing company and his hands on management and operations experience in various industries and markets relevant to our products and services. In making its nomination of Mr. Patterson, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of auditing, finance, global markets, operations, strategic planning, risk management, corporate governance and mergers and acquisitions, and his experience as chairman of the board of a publicly traded company. Other Board Service: •Current - Avient Corporation (NYSE)

Greif - Proxy Statement 10


KIMBERLY T. SCOTT
			Age: 50 Independent Director since 2022 Audit Committee member Since October 2021, Ms. Scott has served as President and Chief Executive Officer of Aramark Uniform Services, a division of Aramark, a global provider of food, facilities, and uniform services. From January 2021 to September 2021, Ms. Scott served as Chief Operating Officer of Terminix Global Holdings, a provider of residential and commercial pest control services, and from December 2019 to January 2021 she served as President of Terminix Residential, a division of Terminix Global Holdings. From July 2018 to September 2019, Ms. Scott served as President of Rubicon Global Holdings, a provider of cloud-based waste and recycling solutions. Prior to that time and for more than five years, Ms. Scott served in various leadership roles at Brambles Limited, including President of CHEP North America, a global leader in the provision of reusable pallets, crates and containers and logistic services. Ms. Scott was nominated to serve as a director based on her leadership, experience and judgment as a current division president and chief executive officer of a leading global food, facilities, and uniform service provider and her management and operations experience in various industries and markets relevant to our products and services. In making its nomination of Ms. Scott, the Nominating Committee considered her valuable and extensive experience and knowledge in the areas of manufacturing, supply chain, operations, logistics, strategic planning, global markets, customer service, environmental, risk management, and mergers and acquisitions. Other Board Service: •Past - Rubicon Global Holdings •Past - U.S. Chamber of Commerce •Past - Wharton Initiative for Global Environment Leadership, Wharton School, University of Pennsylvania


ROEL VESTJENS
			Age: 48 Independent Director since 2022 Compensation Committee member Since May 2020, Mr. Vestjens has served as President and Chief Executive Officer of Belden Inc., a manufacturer of cable products and a network and connectivity solutions provider. From July 2019 to May 2020, Mr. Vestjens served as Chief Operating Officer. From February 2017 to June 2019 Mr. Vestjens served as Executive Vice President of Industrial Solutions, Corporate Officer and from February 2017 to February 2018 he held additional responsibility of Broadcast IT Solutions. Prior to that time, and for more than five years, he held various leadership roles at Belden Inc. with increasing responsibility. Mr. Vestjens was nominated to serve as a director based on his background, leadership, and judgment as a current president and chief executive officer of a publicly traded manufacturing and technology company and his international background of working and living abroad and management and operations experience in industries and markets relevant to our products and services. In making its nomination of Mr. Vestjens, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of manufacturing, marketing, sales, supply chain, operations, strategic planning, global markets, customer service, technology, risk management, and mergers and acquisitions. Other Board Service: •Belden Inc. (NYSE) •National Blues Museum


Proposal 1: Board Recommendation

The Board of Directors recommends that Class B stockholders vote FOR the election of all nominees listed above to the Board of Directors.

Greif - Proxy Statement 11

PROPOSAL 2: Advisory Vote on Compensation of Named Executive Officers

At the Annual Meeting, the Class B stockholders will be requested to consider and vote upon the following resolutions concerning the compensation of the Company's Named Executive Officers ("NEOs"):

"Resolved, that the Class B Stockholders hereby approve, on an advisory basis, the NEO's compensation, as disclosed in the Compensation Discussion and Analysis section and Compensation Tables, as well as the other narrative executive compensation disclosures contained in this 2023 proxy statement."

This vote is advisory and therefore will not be binding upon the Board. However, the Compensation Committee may take into account the outcome of the vote when considering future executive compensation arrangements


Proposal 2: Board Recommendation

The Board of Directors recommends that Class B stockholders vote FOR approval of the compensation of the NEOs.

PROPOSAL 3: Advisory Vote on Frequency of Conducting Future Advisory Votes on Compensation of Named Executive Officers

At the Annual Meeting, the Class B stockholders will be requested to consider and vote on the frequency of conducting future advisory votes concerning the approval of the compensation of the Company’s NEOs. Class B stockholders may vote to have a resolution concerning approval of the compensation of the Company’s named executive officers presented (a) every year, (b) every two years or (c) every three years, or to abstain from such vote if they so desire.

This vote is advisory and therefore will not be binding upon the Board. However, the Board intends to select the frequency term (1, 2 or 3 years) receiving the highest number of votes as the frequency with which future resolutions will be presented concerning the approval of the compensation of the Company’s NEOs, until another such vote by the stockholders takes place and another frequency term is selected by the stockholders.


Proposal 3: Board Recommendation

The Board of Directors does NOT have a recommendation on the frequency of conducting future advisory votes on compensation of Named Executive Officers.

Greif - Proxy Statement 12

PROPOSAL 4: Approval of Amended and Restated Outside Directors Equity Award Plan

At the Annual Meeting, the Class B stockholders will be requested to consider and act upon a proposal to approve certain amendments to the Company’s 2005 Outside Directors Equity Award Plan, initially approved in 2005 and amended in 2016, after which the Plan will be restated in its entirety as the Amended and Restated Outside Directors Equity Award Plan, hereinafter referred to as the “Directors Plan.” The amendments were approved by the Board on January 5, 2023.

Proposed Amendment to Material Terms

The proposed amendments to the Directors Plan, subject to stockholder approval, will:

•increase the number of shares of Class A Common Stock authorized for issuance under the Directors Plan by 200,000 shares;

•extend the term of the Directors Plan from March 1, 2026 to February 28, 2035;

•allow awards to be made to outside directors at any time as determined by the Compensation Committee; and

•after approval of the foregoing amendments, the Directors Plan will be restated in its entirety.

Purpose of the Directors Plan

The purpose of the Directors Plan is to advance the interests of the Company and its stockholders by providing a means of attracting and retaining qualified Board members. The Directors Plan does so by providing equity ownership opportunities to outside directors in order to encourage and enable them to participate in the Company’s future prosperity and growth and to better match their interests with those of stockholders. The Directors Plan seeks to achieve its purpose by awarding Stock Options, Restricted Shares or SAR Units, or any combination thereof, to outside directors.

Key Features of the Directors Plan

The Directors Plan includes several features that are consistent with the interests of our stockholders and sound corporate governance practices, including the following:

• No automatic share replenishment or “evergreen” provision. There is no evergreen feature pursuant to which the shares authorized for issuance under the Directors Plan can be automatically replenished.

• No discounted options or SARs. Stock options and stock appreciation rights (SARs) may not be granted with an exercise or grant price lower than the fair market value of the underlying shares on the date of grant.

• No liberal change-in-control definition. Change in control benefits are triggered only by the occurrence, rather than stockholder approval, of a merger or other change in control event.

• No excise tax gross-ups on change in control. The Directors Plan does not provide for any excise tax gross-ups.

• No employee director awards. Management directors are not eligible for awards under the Directors Plan.

• No transferability. Awards generally may not be transferred, except by a will or the laws of descent and distribution, unless the transfer is (1) to the participant’s parent(s), spouse, domestic or life partner, children, grandchildren, nieces, nephews or to the trustee of a trust for the principal benefit of one or more such persons or to a partnership whose only partners are one or more such persons, (2) made in a manner approved by the Compensation Committee and (3) for no consideration.

•No repricing of options or SARs without stockholder approval. Stock options and SARs may not be directly or indirectly repriced without prior stockholder approval.

Background for the Requested Share Authorization

The Board is asking stockholders to approve the addition of 200,000 shares of Class A Common Stock to be reserved under the Directors Plan, thereby increasing the total number of shares reserved for issuance under the Plan from 400,000 to 600,000 shares.

Shares Available under the Directors Plan. In setting the number of shares authorized for issuance under the Directors Plan, the Compensation Committee and the Board considered the shares available and total outstanding equity awards under the Directors Plan and how long the shares available are expected to last and historical equity award granting practices. Under the heading “Equity Compensation Plan Information” beginning on page 47, as required by the rules of the U.S. Securities and Exchange Commission (“SEC”), we provide information about shares of Class A Common Stock that may be issued under our equity compensation plans as of October 31, 2022, the end of our fiscal year. That information remained the same as of the record date, December 30, 2022.

Greif - Proxy Statement 13

Out of the total of 400,000 shares of Class A Common Stock authorized for issuance under the Directors Plan from 2016, 356,983 shares have been granted as of December 30, 2022. The Board believes additional shares will be needed under the Plan to provide appropriate incentives to outside directors.

Historical Equity Award Granting Practices. In setting the number of shares authorized for issuance under the Directors Plan, the Compensation Committee and the Board considered the number of equity awards granted under the Directors Plan in the past three fiscal years. The Company has not issued stock options under the Directors Plan since 2006. In fiscal 2022, fiscal 2021 and fiscal 2020, the Company granted restricted stock awards to outside directors totaling 22,221 shares, 25,686 shares and 27,768 shares, respectively.

Description of the Directors Plan

The complete text of the Directors Plan is attached to this proxy statement as Exhibit A. The following description of the Directors Plan is a summary of certain material provisions, with a discussion of proposed amendments where applicable, and is qualified in its entirety by reference to Exhibit A.

Administration. The Directors Plan is administered by the Compensation Committee. Among other matters, the Compensation Committee is responsible for selecting outside directors to receive awards under the Directors Plan (“Participants”); granting awards under the Directors Plan; determining the number and type of awards to be granted and the terms and conditions of such awards; and interpreting the terms and provisions of the Directors Plan, awards granted under the Directors Plan, and agreements relating to such awards. The Compensation Committee has sole discretion with respect to the administration of the Directors Plan, and its decisions are final and binding on all persons. The Compensation Committee has the authority to accelerate the time at which any award under the Directors Plan shall be exercisable whenever such action is appropriate due to changes in applicable tax or other laws or other changes in circumstances occurring after the grant of the award.

Eligibility. Only outside directors of the Company are eligible to receive awards under the Directors Plan. As of the date of this proxy statement, there are ten outside directors. No consideration is received by the Company or its subsidiaries for the granting of awards under the Directors Plan, although the Compensation Committee, in its discretion, may require the payment of a purchase price in connection with the award of Restricted Shares.

Term of Plan. The Directors Plan will continue until all shares available for issuance under the Directors Plan have been issued and all restrictions on such shares have lapsed. Under the current terms of the Directors Plan, no awards may be made under the Directors Plan on or after March 1, 2026. Approval of this Proposal 4 will extend the term in which awards may be made under the Directors Plan to February 28, 2035. The Board has the power to suspend, terminate, modify or amend the Directors Plan at any time with certain restrictions.

Shares Subject to the Directors Plan. Subject to adjustment as provided in the Directors Plan as proposed to be further amended, the aggregate number of shares of Class A Common Stock reserved and authorized for issuance pursuant to awards granted under the Directors Plan will be increased by 200,000 shares (subject to proportionate adjustments made by the Compensation Committee as a result of changes in the capital structure of the Company). Shares of Class A Common Stock available for awards may consist of authorized but unissued shares, treasury shares, or previously issued shares re-acquired by the Company, including shares purchased on the open market. Assuming the approval of Proposal 4 of this proxy statement, 243,017 shares will be available for issuance under the Directors Plan.

Types of Awards. The Directors Plan provides for the following type of awards:

• stock options to purchase shares of the Company’s Class A Common Stock, without par value (the “Class A Common Stock”), which options are not intended to qualify as incentive options under the Internal Revenue Code (“Stock Options”);

• shares of Class A Common Stock which may be subject to transfer restrictions (“Restricted Shares”); and

• stock appreciation rights (“SARs”).

The awards listed above may be granted alone or in combination with each other. Each award authorized by the Compensation Committee must be evidenced by a written agreement. Among other matters, the agreement must describe the award and state that the award is subject to all the terms and provisions of the Directors Plan and any other terms and provisions, not inconsistent with the Directors Plan, as the Compensation Committee may approve. The date on which the Compensation Committee approves the granting of an award is the date on which the award is granted for all purposes, unless the Compensation Committee otherwise specifies in its approval. The granting of an award under the Directors Plan, however, is effective only if and when a written agreement is duly executed and delivered by or on behalf of the Company and the Participant.

Since 2006, only Restricted Shares have been issued under the Directors Plan.

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Stock Option Awards. The following is a summary of the material terms and provisions of the Directors Plan governing the award of Stock Options:

Exercise Price. The exercise or purchase price of each share of Class A Common Stock underlying a Stock Option is equal to the “fair market value” of one share of Class A Common Stock at the time the Stock Option is granted. Fair market value of a share of Class A Common Stock is determined by the last reported sale price of the Class A Common Stock on the New York Stock Exchange (“NYSE”) on the trading day preceding the grant date (or if there was no trading of Class A Common Stock on that day, then on the next preceding trading day on which there was trading in the Class A Common Stock).

Exercise of Stock Options. Stock Options are fully vested and exercisable on the date granted. However, shares of Class A Common Stock purchased upon exercise of a Stock Option may not be sold before at least six months have elapsed from the date the Stock Option was granted unless the Participant could otherwise dispose of such shares without incurring liability under Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Term. Stock Options are exercisable for ten years from the date of grant.

Transferability. In general, Stock Options are not transferable and are exercisable during a Participant’s lifetime only by the Participant or his or her legal representative. There are, however, exceptions to this general rule. Stock Options may be transferred upon a Participant’s death by will or the laws of descent and distribution. The Compensation Committee may also provide for the irrevocable transfer of any Stock Option to a Participant’s parents, spouse, domestic or life partner, children, grandchildren, nieces, nephews or to the trustee of a trust for the principal benefit of one or more such persons or to a partnership whose only partners are one or more such persons. In regard to all of the foregoing transfers, the Stock Option will be exercisable only by the transferee or his or her legal representative.

Termination of Stock Options. If a Participant ceases to be a director of the Company for any reason, then all Stock Options or any unexercised portion of such Stock Options which otherwise are exercisable by such Participant will terminate unless such Stock Options are exercised within six months after the date such Participant ceases to be a director (but in no event after expiration of the original term of any such Stock Option). However, if a Participant ceases to be a director by reason of such Participant’s death, then the six-month period shall instead be a one-year period.

Tax Consequences. In general, for federal income tax purposes under present law:

(a) The grant of a Stock Option, by itself, will not result in income to the optionee.

(b) Except as provided in (e) below, the exercise of a Stock Option (in whole or in part, according to its terms) will result in ordinary income to the optionee at that time in an amount equal to the excess (if any) of the fair market value of shares of Class A Common Stock on the date of exercise over the exercise price.

(c) Except as provided in (e) below, the optionee’s tax basis of shares of Class A Common Stock acquired upon the exercise of a Stock Option, which will be used to determine the amount of any capital gain or loss on a future taxable disposition of such shares, will be the fair market value of shares of Class A Common Stock on the date of exercise.

(d) No deduction will be allowable to the Company upon the grant of a Stock Option, but upon the exercise of a Stock Option, a deduction will be allowable to the Company in an amount equal to the amount of ordinary income realized by the optionee exercising such Stock Option if the Company issues a 1099 to the director in the amount of the income that is taxable on exercise.

(e) With respect to the exercise of a Stock Option and the payment of the exercise price by the delivery of shares of Class A Common Stock, to the extent that the number of shares received does not exceed the number of shares surrendered, no taxable income will be realized by the optionee at that time, the tax basis of shares received will be the same as the tax basis of shares surrendered, and the holding period of the optionee in shares received will include his or her holding period in shares surrendered. To the extent that the number of shares received exceeds the number of shares surrendered, ordinary income will be realized by the optionee at that time in the amount of the fair market value of such excess shares, the tax basis of such shares will be equal to the fair market value of such shares at the time of exercise, and the holding period of the optionee in such shares will begin on the date such shares are transferred to the optionee.

Restricted Share Awards. The following is a summary of the material terms and provisions of the Directors Plan governing the award of Restricted Shares.

Price. The Compensation Committee is responsible for determining the purchase price for Restricted Shares. The purchase price may be zero.

Restrictions on Transfer. While Restricted Shares are fully vested on the date awarded and are not subject to a risk of forfeiture after such date, the Compensation Committee may determine to restrict a Participant’s ability to sell, pledge, encumber, assign or otherwise transfer the Restricted

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Shares during a period of time determined by the Compensation Committee (the “Restriction Period”). However, the Restriction Period may be zero days. In addition, the Compensation Committee has the authority to accelerate the time at which any or all of the transfer restrictions may lapse with respect to any Restricted Shares. Awards of Restricted Shares must be accepted by the Participant within 30 days (or the period specified by the Compensation Committee) after the grant date by executing a Restricted Share Agreement and paying the purchase price, if any, determined by the Compensation Committee. Participants will not have any rights with respect to the award of Restricted Shares until they have executed a Restricted Share Agreement, delivered a fully executed copy of it to the Company, and otherwise complied with the applicable terms and conditions of the award.

In addition to restrictions on transfer, if any, described above, Restricted Shares may not be sold before at least six months have elapsed from the date of the award of such Restricted Shares unless the Participant could otherwise dispose of such Restricted Shares without incurring liability under Section 16(b) of the Exchange Act.

Stock Issuances. Upon execution and delivery of the award agreement and receipt of payment of the purchase price, if any, for the Restricted Shares subject to such award agreement, the Company will issue the Restricted Shares to the Participant. Restricted Shares may be issued in the form of a certificate, by book entry, or otherwise, in the Company’s discretion, and will bear an appropriate legend with respect to the transfer restrictions, if any. Except for restrictions on transfer, on and after the issuance of Restricted Shares to a Participant, the Participant will have all of the rights of a stockholder of the Company with respect to such Restricted Shares, including the right to vote such Restricted Shares and the right to receive any dividends or other distributions with respect to such Restricted Shares. Upon the expiration of the Restriction Period, if any, unrestricted shares of Class A Common Stock will be issued to the Participant.

SAR Awards. The following is a summary of the material terms and provisions of the Directors Plan governing the award of SARs:

Designation of SAR Units; Right to Payment. SARs granted under the Directors Plan are designated as “SAR Units.” Upon the exercise of a SAR Unit, a Participant will have the right to receive cash from the Company, payable within 30 days, in an amount equal to the excess of (i) the fair market value of one share of Class A Common Stock at the time of exercise over (ii) the grant price of such SAR Unit. The grant price of a SAR Unit is determined by the Compensation Committee at the time of grant of the SAR Unit and is equal to the “fair market value” of one share of Class A Common Stock at the time the SAR Unit is granted. Fair market value of a share of Class A Common Stock is determined by the last reported sale price of the Class A Common Stock on the NYSE on the trading day preceding the grant date (or if there was no trading of Class A Common Stock on that day, then on the next preceding trading day on which there was trading in the Class A Common Stock).

Exercise of SAR Units. SAR Units are fully vested and exercisable on the date granted. However, SAR Units may not be exercised before at least six months has elapsed from the date the SAR Unit was granted unless the Participant could otherwise dispose of the SAR Units without incurring liability under Section 16(b) of the Exchange Act.

Term. SAR Units are exercisable for ten years from the date of grant.

Transferability of SAR Units. In general, SAR Units are not transferable and are exercisable during a Participant’s lifetime only by the Participant or his or her legal representative. There are, however, exceptions to this general rule. SAR Units may be transferred upon a Participant’s death by will or the laws of descent and distribution. The Committee may also provide for the irrevocable transfer of any SAR Unit to a Participant’s parents, spouse, domestic or life partner, children, grandchildren, nieces, nephews or to the trustee of a trust for the principal benefit of one or more such persons or to a partnership whose only partners are one or more such persons. In regard to all of the foregoing transfers, the SAR Unit will be exercisable only by the transferee or his or her legal representative.

Termination of SARs. If a Participant ceases to be a director of the Company for any reason, then all SAR Units or any unexercised portion of such SAR Units which otherwise are exercisable by such Participant will terminate unless such SAR Units are exercised within six months after the date such Participant ceases to be a director (but in no event after expiration of the original term of any such SAR Unit). However, if a Participant ceases to be a director by reason of such Participant’s death, then the six-month period shall instead be a one-year period.

No Rights as a Stockholder. SAR Units do not confer upon the Participant or the Participant’s transferee any rights of a stockholder of the Company, such as the right to vote or to receive any dividends or other distributions with respect to such SAR Units.

Repricing Prohibition. No Stock Option or SAR right may be amended to reduce the exercise or grant price after the time such Stock Option is granted.

Stock Option Repurchasing Prohibition. No Stock Option previously issued pursuant to the Directors Plan may be purchased from Participants for a share price greater than the current fair market value per share.

Proposal 4: Board Recommendation

The Board of Directors recommends that Class B stockholders vote FOR approval of the proposed amendments to the Directors Plan.

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PROPOSAL 5: Approval of Colleague Stock Purchase Plan

At the Annual Meeting, the Class B stockholders will be requested to consider and act upon a proposal to approve the Greif, Inc. Colleague Stock Purchase Plan, hereinafter referred to as the "Purchase Plan". This Purchase Plan offers eligible employees the opportunity to purchase shares of our Class A Common Stock through periodic payroll deductions that will be applied towards the purchase of Class A shares at a discount from the applicable market price. The Purchase Plan was approved by the Board on August 30, 2022.

Purpose of the Purchase Plan

The primary purpose of the Purchase Plan is to advance the interests of the Company and its stockholders by building a culture of stock ownership to further align the interests of our employees with those of our stockholders by offering to eligible employees an opportunity to acquire a proprietary interest in the Company through the purchase of discounted shares of Class A Common Stock.

Description of the Purchase Plan

The following discussion describes important aspects of the Purchase Plan. This discussion is intended to be a summary of the principal features of the Purchase Plan. Because it is a summary, some details that may be important to you are not included. For this reason, you are encouraged to read the Purchase Plan in its entirety. A copy of the Purchase Plan is included as Exhibit B.

Administration

The Purchase Plan will be administered by the Compensation Committee of our Board. The Compensation Committee may delegate some or all of its duties to a standing committee of the Company. We refer to the Compensation Committee in this role and any delegated standing committee in this Proposal 5 as the Plan Administrator. The Plan Administrator has full authority to adopt administrative rules and procedures and to interpret the provisions of the Purchase Plan. The Compensation Committee has exclusive authority to designate the employees of the Company, or the employees of any of our subsidiaries or affiliates in the United States or foreign subsidiary to participate in the Purchase Plan after the effective date of the Purchase Plan. Currently, the participation is expected to initially be limited to the employees of certain of our subsidiaries in the United States. However, the Compensation Committee has the authority to extend participation in the Purchase Plan to employees of certain non-U.S. affiliates. The Company will pay all costs and expenses incurred in administering the Purchase Plan without charge to participants.

Special Provisions of the Greif, Inc. Colleague Stock Purchase Plan for Foreign Subsidiaries

The Purchase Plan includes a sub-plan, which is the Greif, Inc. Colleague Stock Purchase Plan for Foreign Subsidiaries. We refer to this sub-plan, or any successor or additional sub-plan that may be created in the future under the Purchase Plan, as the Sub-Plan. The Sub-Plan is generally intended to extend participation in the Purchase Plan to eligible employees of certain of our non-U.S. affiliates. To facilitate such participation, the Purchase Plan also authorizes the adoption of addenda (rules, procedures or sub-plans) as part of the Sub-Plan, pursuant to which purchase rights (or rights similar to purchase rights) may be granted in a manner that does not satisfy the requirements of Section 423 of the Internal Revenue Code if necessary or desirable to achieve tax, securities law or other objectives or as necessary to comply with local laws, regulations or rules.

Securities Subject to the Purchase Plan

An aggregate of one-million five-hundred thousand (1,500,000) shares of our Class A Common Stock have been reserved for purchase under the Purchase Plan (including the Sub-Plan) over the term of the Purchase Plan. We may issue Class A shares from authorized but unissued shares, treasury shares or shares we purchase in the open market in accordance with the Purchase Plan. Any Class A shares issued under the Purchase Plan will reduce, on a share-for-share basis, the number of Class A shares available for subsequent issuance under the Purchase Plan. In the event of any change to our outstanding Class A shares, such as a recapitalization, share split or similar event, appropriate adjustments will be made to the Purchase Plan and to each outstanding purchase right.

Eligibility and Participation

Employees eligible to participate in the Purchase Plan generally include employees who have been employed by participating subsidiaries or affiliates designated by the Compensation Committee; provided, however, that at all times during the period beginning on the date of the grant of the option and ending on the day three months before the date of exercise, the participant was an employee of the participating entity. The Plan Administrator has discretion under the Purchase Plan to limit (consistent with Section 423 of the Internal Revenue Code) eligibility to employees who are regularly scheduled to work more than 20 hours per week or more than five months per calendar year (or, in either case, such lesser period of time as may be determined by the Plan Administrator in its discretion). Those participants employed outside the United States are subject to similar eligibility restrictions, unless prohibited by the laws of the jurisdiction in which they are employed. Employees (including directors who are also employees and executive officers) of the Company are eligible to participate in the Purchase Plan. Accordingly, each employee who is a member of the Board of Directors and each executive officer of the Company may have an interest in this Proposal 5 if participation in the Purchase Plan is extended to employees of the participating entity which employs such person.

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Eligible employees may participate in the Purchase Plan for a particular purchase period by completing and filing the prescribed enrollment forms (including the purchase agreement and a payroll deduction authorization).

As of December 30, 2022, we anticipate that initially on the effective date approximately 1,500 employees, including executive officers, will be eligible to participate in the Purchase Plan.

Purchase Periods and Purchase Dates

The Purchase Plan provides that the Plan Administrator will establish consecutive purchase periods with a duration not to exceed 24 months during which participants may authorize amounts of their compensation (within the limits provided in the Purchase Plan) be accumulated for purchase of our Class A shares. Purchase periods may commence at any time as determined by the Plan Administrator, including at quarterly or semi-annual intervals. The purchase right will be granted on the first day of each purchase period and will automatically be exercised on the last U.S. business day of that purchase period. Participants in the Purchase Plan may participate in only one purchase period at a time.

Purchase Price

The U.S. dollar purchase price of our Class A shares acquired on each purchase date will be at least equal to the lesser of (i) 85% of the closing selling price per Class A share on the date on which the purchase right is granted or (ii) 85% of the closing selling price per Class A share on the date the purchase right is exercised. The closing selling price of our Class A shares on any relevant date under the Purchase Plan will be deemed to be equal to the closing selling price per share on such date on the New York Stock Exchange — Composite Transactions. On December 30, 2022, the closing selling price per Class A share determined on such basis was $67.06 per share.

Payroll Deductions and Share Purchases

Each participant may authorize periodic payroll deductions in any whole percentage or dollar amount up to a maximum of 10% from their eligible earnings received during the purchase period. However, the total payroll deductions permitted to be authorized by a participant for any calendar year cannot exceed $25,000 U.S. dollars. The accumulated deductions will automatically be applied on the last U.S. business day of the purchase period to the purchase of whole Class A common shares at the purchase price in effect for that purchase date. In certain non-U.S. jurisdictions, the Plan Administrator will prescribe the method for funding the purchase of Class A common shares, including a participant’s authorized payroll deductions whenever possible or other approved contributions. For purposes of the Purchase Plan, eligible earnings generally include basic earnings, overtime pay, bonus or variable incentive pay, and certain salary deferral contributions made by the participant (i.e., contributions made to a plan under Section 401(k) of the Internal Revenue Code, a plan under Section 125 of the Internal Revenue Code or any nonqualified deferred compensation plan).

Special Limitations

The Purchase Plan imposes certain statutory limitations upon a participant’s right to acquire our Class A shares, including the following:

•Purchase rights may not be granted to any participant who owns (or would be deemed to own through attribution) shares purchasable under any outstanding purchase rights or options) possessing 5% or more of the total combined voting power or value of all classes of our shares of or any of our affiliates.

•A participant may not be granted rights to purchase more than U.S. $25,000 worth of our Class A shares in a calendar year. (For this purpose, such shares are valued at the time of the commencement of the purchase period).

Termination of Purchase Rights

A participant may withdraw from a purchase period, and his or her accumulated payroll deductions may, at the participant’s election, be refunded or applied to the purchase of our Class A shares on the next scheduled purchase date. If a participant withdraws, but no election is made, then the accumulated payroll deductions will be refunded to the participant at the end of such purchase period. A participant’s purchase right will immediately terminate upon his or her cessation of employment for any reason (other than by paid leave of absence) and any payroll deductions previously collected from the participant will be refunded promptly to the participant.

Stockholder Rights

No participant will have any stockholder rights with respect to the Class A shares covered by his or her purchase rights until the Class A shares are actually purchased on the participant’s behalf. No adjustment will be made for dividends, distributions or other rights for which the record date is prior to the purchase date. Once the Class A shares are purchased on behalf of a participant, the participant shall have certain rights of ownership such as dividend rights. Custody of the Class A shares purchased on behalf of each participant will be held at all times in a brokerage account designated by the Company, until sold or assigned by the participant. In addition, the Plan Administrator may adopt such policies and procedures for the Purchase Plan as it determines are appropriate, including policies restricting the transfer of shares to another broker.

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Assignability

No purchase rights will be assignable or transferable by the participant, except by will or the laws of inheritance following a participant’s death.

Change in Control

In the event that we or our stockholders enter into an agreement to dispose of all or substantially all of our assets or outstanding capital shares by means of a sale, merger or reorganization in which we will not be the surviving corporation (other than a transaction in which there is no substantial change in our stockholder or their relative share holdings) or in the event we are liquidated, then all outstanding purchase rights will automatically be exercised immediately prior to the consummation of such sale, merger, reorganization or liquidation. In addition, in accordance with the principles of Section 423 of the Internal Revenue Code, the Plan Administrator may create special purchase periods for individuals who become employees in connection with the acquisition of another company.

Share Proration

Should the total number of Class A shares to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of Class A shares available for issuance under the Purchase Plan at that time, the Plan Administrator will make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions of each participant, to the extent in excess of the aggregate purchase price payable for the Class A shares allocated to such individual, will be refunded.

Amendment and Termination

The Purchase Plan will terminate upon the earlier of (i) June 30, 2033 or (ii) the date on which all Class A shares available for issuance under the Purchase Plan and the Sub-Plan are sold pursuant to exercised purchase rights. Generally, our Board may at any time alter, amend, suspend or discontinue the Purchase Plan. However, our Board may not, without stockholder approval, (i) increase the number of Class A shares issuable under the Purchase Plan, (ii) alter the purchase price formula so as to reduce the purchase price or (iii) materially modify the requirements for eligibility to participate in the Purchase Plan.

U.S. Federal Income Tax Consequences

The following is a summary of the principal United States Federal income taxation consequences to us and participants subject to U.S. taxation with respect to participation in the Purchase Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any city, state, or foreign jurisdiction in which a participant may reside. The Purchase Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. Under such an arrangement, no taxable income will be recognized by a participant, and no deductions will be allowable to us, upon either the grant or the exercise of the purchase rights; provided, however, that in order to receive this favorable tax treatment, the shares must be held for at least one-year. In the event that such shares are not held for one-year, they will not be eligible for this favorable tax treatment. Otherwise, taxable income will not be recognized until either there is a sale or other disposition of the Class A common shares acquired under the Purchase Plan or in the event the participant should die while still owning the purchased Class A shares.

If a participant sells or otherwise disposes of the purchased Class A shares within two years from the first day of the purchase period in which such shares were acquired or within one year from the actual purchase date of those Class A shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the purchased shares on the purchase date exceeded the purchase price paid for those shares, and we will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal in amount to such excess the participant includes in income. Any additional gain or loss recognized on the disposition of the shares will be short- or long-term capital gain or loss, depending on the length of time the participant holds the shares after the purchased date.

If a participant sells or disposes of the purchased Class A shares more than two years from the first day of the purchase period in which the Class A shares were acquired and more than one year from the actual purchase date of those shares, the participant will recognize ordinary income in the year of sale or disposition equal to the lower of (i) the amount by which the fair market value of the Class A shares on the sale or disposition date exceeded the purchase price paid for those shares or (ii) the amount by which the fair market value of the Class A shares on the first day of the purchase period exceeded the purchase price (computed as of the first day of the purchase period, i.e., the grant date, even if the closing selling price of the Class A shares on the last U.S. business day of the purchase period is actually used to calculate the purchase price) of the Class A shares. Any additional gain or loss upon the disposition will be taxed as a long-term capital gain or loss. We will not be entitled to an income tax deduction with respect to such disposition. If a participant still owns the purchased Class A shares at the time of death, his or her estate will recognize ordinary income in the year of death equal to the lower of (i) the amount by which the fair market value of the Class A shares on the date of death exceeds the purchase price or (ii) the amount by which the fair market value of the Class A shares on the first day of the purchase period exceeded the purchase price (computed as of the grant date).

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Non-U.S. Income Tax Consequences

The income taxation consequences to participants and to the Company (or our foreign subsidiaries) with respect to participation in the Purchase Plan vary by country.

Plan Benefits

The benefits to be received by our executive officers and employees as a result of the proposed Purchase Plan are not determinable, since their eligibility initially depends on our Board designating the company through which they are employed as a participating company under the Purchase Plan, and upon entry into the Purchase Plan, the amounts of purchases by participants are based on elective participant contributions.

Effective Date of the Purchase Plan

If this Proposal is approved by our Class B stockholders, the effective date of the Purchase Plan will be July 1, 2023.


Proposal 5: Board Recommendation

The Board of Directors has approved the Purchase Plan and recommends that Class B stockholders vote FOR approval of the Purchase Plan.

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CORPORATE GOVERNANCE

Board of Directors

The Board currently consists of nine independent directors, one director, Ms. Morrison, who is currently not independent and two directors, Messrs. Watson and Rosgaard, who are both employees of the Company. These three directors do not meet the independence standards under the New York Stock Exchange ("NYSE") listing rules. See “Corporate Governance - Board of Directors - Director Independence" for additional information.

Skills and Attributes of our Board

The Board is committed to identifying directors for nomination with the highest ethical values and integrity, mature judgement, unbiased perspective and the deep expertise necessary to provide proper oversight and counsel to the Company. The Board in collaboration with the Nominating Committee regularly evaluates the skills, qualifications and experiences desirable of our Board to successfully achieve our long-term business strategies and serve the interest of our stockholders, customers, employees and communities.

Our directors bring a balanced mix of skills, qualifications and experiences and we believe their varied backgrounds contribute to an effective and well-balanced Board. Listed below is a summary of the combined skills and attributes of our Board:

Leadership

Directors with senior leadership experience in complex public, private and government organizations, whether as an officer or board member, are better able to oversee the management of the Company. This experience brings perspective in analyzing and overseeing the execution of important operational issues and developing strategy to drive change and growth. Directors with leadership experience generally possess strong abilities to motivate and manage others and to recognize and develop leadership skills in others.

Governance/ Board Service

Directors with corporate governance experience gained from service on company boards provide valuable insight into the dynamics and operations of the Board and the impact that governance and compensation decisions have on the Company and stockholders. This supports the Company's goals of strong corporate governance practices through Board and management accountability, transparency, legal and regulatory compliance and protection of stockholder interests.

International

Directors with international or global markets experience bring valuable knowledge and perspective of global industry dynamics to the Company, including exposure to different cultural perspectives and practices and different political and regulatory environments. This provides critical insight into the scope of opportunities and risk related to our international operations.

Manufacturing/ Supply Chain

Directors with experience and responsibility for managing or overseeing the manufacturing operations and supply chain logistics of a company gain extensive experience with maximizing operational performance and efficiencies while managing expenses and can provide insight and guidance in connection with strategy to deliver cost savings and fuel growth through sustainable means.

Accounting/ Finance

Directors with an understanding of accounting, financial reporting, capital allocation processes and financial markets are essential to ensuring effective oversight of the Company's financial resources and processes and providing valuable advice and insights with respect to establishing a successful capital strategy critical to our ongoing success.

Strategy/ M&A

Directors with strategic planning and merger and acquisition experience are able to provide insight as we identify the best strategic manner in which to expand our business and drive growth either through innovative strategic initiatives or acquisitions and other business ventures. Such individuals can provide valuable guidance on how to develop a strategic plan and oversee the execution of key strategic initiatives and evaluating our progress of those initiatives.

Risk Management

Directors with risk management and compliance oversight experience can provide valuable insight and guide the Board and management in executing its responsibilities to identify, evaluate and understand the various risks and the magnitude of those risks facing the Company and ensure there are appropriate policies and procedures in place to effectively mitigate and manage those risks.

Government/ Legal

Directors with government and legal experience have valuable insight into the key issues the Company faces with navigating and complying with legal reporting requirements and governmental and regulatory affairs in a complex global economy.

Technology

Directors with digital and technology experience have valuable insight of the evolution of fast-paced technology, assessing and advising on potential information security challenges, and improve efficiency and productivity through oversight of the selection and implementation of new technologies to enhance safety, operations, and sales.

Healthcare

Directors with healthcare services and hospital systems experience are able to provide valuable insight into the complexity of the healthcare industry and can provide guidance on supporting and enhancing health and well-being within in our zero-harm safety strategy and Company offered health and wellness benefits.

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Board Responsibilities

The Board oversees, counsels and directs management in the long-term interest of our stockholders. The primary responsibilities of the Board and committees include:

•Strategy: The Board actively works with management to develop annual and long-term strategies for the Company. The Board evaluates, approves and monitors the achievement of our business, strategic and financial objectives, plans and actions.

•Leadership and Succession Planning: The Board and the Nominating Committee are responsible for the selection and evaluation of our directors for election to the Board and oversee Board succession planning, and the Board and the Compensation Committee oversee the succession planning process for the Chief Executive Officer and other senior executive officers.

•Operating Performance: The Board regularly monitors our operational execution and financial performance, and discusses improvements and changes when appropriate. The Board holds management accountable for the execution of our strategic plans. The Board and the Audit Committee also work with management in the assessment and mitigation of our major risk factors.

•Governance: The Board and its committees oversee the establishment, implementation and maintenance of policies, practices and procedures to ensure that our business is conducted with the highest standards of ethical conduct and in conformity with applicable laws.

•Sustainability: The Board and the Nominating Committee monitor environmental, social and governance related issues and the Company's sustainability strategies.


Committees of the Board

The Board currently has the following committees:


AUDIT COMMITTEE			5 meetings in fiscal 2022
Members: Bruce A. Edwards (Chair) John F. Finn Robert M. Patterson (Audit Committee Financial Expert) Kimberly T. Scott			Primary Responsibilities: •Oversees the integrity of our financial reporting and accounting process •Reviews audits of our consolidated financial statements and effectiveness of the internal accounting controls and internal auditing methods •Oversees our enterprise risk management program and cyber risk exposures •Oversees our compliance with legal and regulatory requirements •Monitors and evaluates our internal audit function and reviews the internal audit plan •Appoints and oversees our independent auditors and reviews their qualifications, independence and performance •Meets separately and on a regular basis with Company’s independent auditors and internal audit function to consult and review the scope of their audits •Reviews critical audit matters •Reviews and approves related party transactions


COMPENSATION COMMITTEE 6 meetings in fiscal 2022
Members: Mark A. Emkes (Chair) Vicki L. Avril-Groves Daniel J. Gunsett John W. McNamara Roel Vestjens			Primary Responsibilities: •Oversees the execution of our compensation philosophy and objectives •Reviews and approves annually corporate goals and objectives relating to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance and reviews and approves annually the total compensation of the Chief Executive Officer •Reviews and approves annually the total compensation of other executive officers of the Company •Oversees succession planning process for the Chief Executive Officer and other senior executive officers •Reviews at least annually our incentive compensation and equity-based compensation plans, including their design and implementation •Appoints and oversees an independent compensation consultant and reviews its independence and performance •Evaluates and approves compensation for outside directors •Reviews and confirms our incentive compensation plans do not encourage unnecessary and excessive risk •Reviews and discusses with management the Compensation Discussion and Analysis and recommends to the Board its inclusion in the proxy statement
			•Administers our short-term and long-term incentive plans, which each have received stockholder approval •Approves participants for incentive plans from among our executive officers and key employees •Establishes the performance goals and target award amount to be earned by participants based upon the level of achievement of such performance goals •Certifies the extent to which the performance goals have been achieved and determines the amount of the awards that are payable to participants

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE 5 meetings in fiscal 2022
Members: Daniel J. Gunsett (Chair) Bruce A. Edwards John F. Finn John W. McNamara			Primary Responsibilities: •Evaluates and recommends to the Board qualified director nominees for election using the criteria set forth in the Committee’s charter •Evaluates and recommends changes to the size, composition and structure of the Board and its committees •Reviews and recommends Board and committee leadership structure and committee membership •Assists the Board with oversight and review of environmental, social and governance matters •Administers and oversees the annual Board and Committee evaluation process •Oversees Board succession planning •Reviews and recommends to the Board changes to our corporate governance guidelines


STOCK REPURCHASE COMMITTEE 1 meeting in fiscal 2022
Members: Bruce A. Edwards (Chair) Daniel J. Gunsett Robert M. Patterson			Primary Responsibilities: •Responsible for administering our stock repurchase program

The Board held seven meetings during fiscal 2022 and all directors attended at least 75 percent of the total number of meetings of the Board of Directors and committees on which he or she served. Under our Corporate Governance Guidelines, directors are expected to attend our Annual Meeting. All directors nominated for election, at that time, attended the 2022 virtual annual meeting.


Board Leadership Structure

Our Board is the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The day-to-day business is conducted and managed by the management of the Company under the direction of the Chief Executive Officer (“CEO”). Our current Board leadership structure consists of an Executive Chairman of the Board, Mr. Watson our former CEO and a current employee of the Company, seven independent directors, one director who is currently not independent, and one director, Mr. Rosgaard, our current CEO. Upon the retirement of Mr. Watson at the end of his current term in office, we anticipated that Mr. Edwards, an independent director and current lead director, will become Chairman of the Board on February 28, 2023, the date of our Annual Meeting. We also anticipate that after the Annual Meeting, Mr. Patterson will become Chair of the Company's Audit Committee.

Our Board believes maintaining separate Chairman and CEO roles continues to be an effective Board leadership structure for the Company. This structure will continue to permit Mr. Rosgaard to primarily focus his time and attention on the business operations, while Mr. Edwards as Chairman of the Board, will direct his attention on guiding the Board’s agenda and setting priorities for the Company to strategically address the opportunities and challenges faced by the Company. Mr. Edwards' tenure as a director of the Company and his service in a variety of roles as an independent director and business leader of other companies will add valuable insight as Chairman of the Board. The fact that Mr. Edwards is independent also strengthens the Company's corporate governance framework. Mr. Rosgaard, our CEO, has extensive insight into the Company's current opportunities and challenges gained from his service as an executive officer of the Company since 2015. However, it is the Board’s belief that no single organizational model is best or most effective in all circumstances. Therefore, although the Board has determined that this leadership structure will be the most effective and in the best interests of our stockholders at this time, the Board may implement another structure if deemed to be appropriate in the future.

Our Board has adopted various policies to provide for a strong and independent Board, including the following.

•The majority of the Board must be independent of management and have no material relationship with the Company, either directly or indirectly as a partner, stockholder or officer of an organization that has such a relationship with the Company, and must meet the standards of independence under the applicable rules of the SEC and NYSE listing standards.

•Only independent directors are members of the Compensation, Audit and Nominating Committees.

•Independent/non-management directors meet at least four times each year, and during at least one of those meetings, an executive session is scheduled that includes only independent directors.


Director Independence

Pursuant to NYSE rules, in order for a director to qualify as “independent,” the Board must affirmatively determine that the director has no material relationship with the Company or management that would impair the director’s independence. The Board has adopted categorical standards to assist it in making its determination of director independence.

The Board has determined that all current directors have no material relationships with the Company and, therefore, are independent, except for Messrs. Watson and Rosgaard and Ms. Morrison. Messrs. Watson and Mr. Rosgaard are currently employees of the Company. The Board has determined that Ms. Morrison is not currently independent under the NYSE listing standards due to the fact

Greif - Proxy Statement 23

that she is employed at OhioHealth as an executive officer and Mr. Watson is a member of the compensation committee of OhioHealth. After the Annual Meeting, Mr. Watson will no longer be on the Board, and Ms. Morrison will become independent.


Board’s Role in Risk Management Oversight

The Board takes an active role in the oversight of our most significant risks. The Board executes its risk oversight function at the Board level and through delegation to its Board committees. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy. The Board recognizes it is neither possible nor prudent to eliminate all risk. Purposeful and appropriate risk-taking is essential for us to be competitive and to achieve our long-term strategic objectives.

While the Board and its committees oversee risk management, management is responsible for day-to-day management of the various enterprise risks facing the Company. Management has developed and administers a formal enterprise risk management program that is a Company-wide effort involving both the Board and management. Management’s role is to identify, mitigate, guide and review the efforts of our business units with respect to risk, consider whether various risks are acceptable, and approve plans to deal with critical business risks that could prevent achievement of our business goals or plans. The Board receives detailed management reports that assess the material risk to us, including strategic, operational, financial, infrastructure, legal, regulatory and other external risks facing the Company and to ensure that management develops and maintains comprehensive risk management policies and procedures to assess, mitigate and monitor those risks. The risk oversight responsibilities of the Board and its committees are summarized below:

Board of Directors

Audit Committee

Compensation Committee

Nominating Committee

Oversees our risk management processes to support the achievement of our long-term strategic objectives

Delegates certain risk management oversight responsibilities to its committees and receives regular reports from each committee

Oversees risks related to financial statements, financial reporting and disclosure process, accounting and legal matters

Oversees the internal audit function

Oversees the enterprise risk management program and cyber risk exposures

Oversees risk related to the integrity of our internal controls process

Reviews related party transactions

Oversees the risks related to the design and structure of our compensation and benefits program

Reviews incentive compensation arrangements to confirm incentive pay does not encourage unnecessary and excessive risk taking

Oversees risks associated with corporate governance policies and procedures and Board performance

Oversees risks associated with Board composition and committee structure

Monitors and reviews emergent environmental, social and governance related issues, risks and trends that could affect the Company's business activities and performance


Board’s Role in Environmental, Social and Governance Matters Oversight

The Board believes that the pursuit of sustainability efforts is important to our stakeholders and should be one our strategic priorities. Sustainability efforts are pursued through an environmental, social and governance (“ESG”) framework and extend to all levels of our organization in support of our ongoing business strategy. The Board takes an active role in the oversight of ESG matters with the assistance of the Nominating Committee. The Nominating Committee evaluates and reviews the Company's policies, activities and programs related to ESG matters and makes recommendations to the Board. The Nominating Committee also monitors and evaluates emergent ESG related issues, risks and trends that could affect the Company's business activities and performance, and reviews and assesses the Company's progress against relevant external ESG and other sustainability indices and the Company's short-term and long-term ESG goals.

While the Board and the Nominating Committee oversee the Company's sustainability efforts, management is responsible for the day-to-day management of integrating sustainability into our strategy and operations, reviewing our sustainability progress and priorities quarterly, and ensuring accountability at all levels of our organization administered through our management led Sustainability Steering Committee. Our Sustainability Steering Committee meets with the leaders of our ESG global teams that comprise the sustainability management team, who on a quarterly basis are responsible for tracking the level of achievement of our global sustainability targets. The Sustainability Steering Committee guides the activities of our sustainability management team, which works with topic teams consisting of representatives from each of our business regions and units to drive facility level projects and priorities.

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We recently announced our 2030 sustainability targets that focus on climate, waste reduction and circularity. Our long-term sustainability targets from an environmental perspective include reducing our emissions to combat climate change through the increased use of renewable power, energy efficient equipment and the testing of new technologies, achieving zero waste to landfill in nearly all our facilities, and accelerating our progress to achieve 100% recyclability, along with increased recovery of used products and use of recycled materials. From a corporate social perspective we are actively advancing programs to create an even safer, more diverse, equitable and inclusive workforce setting where all colleagues can grow and thrive. Additionally, we are designing innovative products that support product circularity and complement our sustainability efforts. We are also collaborating with customers to assist them with reducing the impact of their packaging on the environment and meeting their decarbonization goals, and expanding our end-of-life solutions and recycling capabilities to contribute further to the growing circular economy.

We published our first sustainability report in 2009 and issued our 13th consecutive sustainability report in April 2022, which was based on our fiscal year performance ending October 31, 2021. The report provides our 2025 sustainability goals and highlights progress and strategies underway to achieve those goals. Our sustainability report is prepared in accordance with the Global Reporting Initiative Standards which includes, Core Option, SASB Application Guidance and fulfills the United Nations Global Compact annual Communication on Progress. We also aligned our climate-related disclosures with recommendations from the Task Force on Climate-related Financial Disclosures. Our 2021 report is available in full at https://www.greif.com/sustainability-2021/report-downloads/

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Notable sustainability highlights include the following as of the date of this proxy statement:


Environmental	Social	Governance

	Highlights
•4.5 million containers reconditioned and recycled in 2021 (600,785 metric tons virgin material saved) • Approximately 3.2 million tons of recycled fiber collected, brokered and/or processed in 2021 • Over 78% of the fiber used in our paper manufacturing operations is derived from purely recycled inputs • Reduced GHG emissions by 5% from 2019 baseline by the end of calendar year 2021 • 50 facilities achieved zero waste to landfill in 2021 and diverted 85% of waste from landfills in 2021 • 0.74 lost workday case rate in 2021, a 43% decrease since 2011 • Conducted internal human rights assessments at 38% of our facilities • Rated in the 80th percentile among all manufacturing companies in 2022 (Gallup Q12 Engagement Survey) • Female representation: 25% on the Board of Directors, 25% on executive leadership team, and 15% female in our global workforce • Expanded Colleague Resource Groups to six total groups to foster a more diverse and inclusive culture • Signatory of United Nation Global Compact since 2016
Awards
•Awarded a Gold recognition from EcoVadis for the fourth consecutive year in 2021 (top 4% of all companies assessed) • ESG rating of “AA” by MSCI ESG Research LLC in 2022 •Recognized with an "A-" rating in climate change by CDP in 2022 • Received Prime status in 2022 by ISS ESG (2nd consecutive year) • Recognized by Newsweek as one of America’s Most Responsible Companies in 2022 (4th consecutive year) • Recognized by Newsweek as one of America’s Most Loved Workplaces in 2022 (2nd consecutive year) •Recognized by Investor's Business Daily as one of Top 100 Best ESG Companies (#1 in containers/packaging industry) • Soterra business earned Sustainable Forestry Initiative (SFI) Certification in 2022 (2nd consecutive year)


Availability of Corporate Governance Documents

The Board has adopted the following corporate governance documents (the “Corporate Governance Documents”):


Corporate Governance Guidelines Code of Conduct for directors, officers and employees (available in several different languages) Code of Ethics for Senior Financial Officers Independence Standards for Directors			Stock Ownership Guidelines applicable to directors, officers and other key employees Audit Committee Charter Nominating Committee Charter Compensation Committee Charter

Each of the Corporate Governance Documents are posted on our website at www.greif.com under “Investors-Corporate Governance-Governance Documents.” Copies of each of the Corporate Governance Documents are also available in print to any stockholder of the Company, without charge, by making a written request to the Company. Requests should be directed to Greif, Inc., Attention: Secretary, 425 Winter Road, Delaware, Ohio 43015.

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Director Compensation for Fiscal 2022

The following table sets forth the compensation paid to our current and former outside directors during fiscal 2022:


Name (1)	Fees ($)	Stock Awards ($) (2)	All Other Compensation ($) (3)	Total ($)
Vicki L. Avril-Groves	110,057	141,943	—	252,000
Bruce A. Edwards	175,057	141,943	—	317,000
Mark A. Emkes	130,057	141,943	—	272,000
John F. Finn	115,057	141,943	—	257,000
Michael J. Gasser (4)	80,000	—	—	80,000
Daniel J. Gunsett	133,057	141,943	3,000	278,000
Judith D. Hook (5)	25,000	—	—	25,000
John W. McNamara	115,057	141,943	3,600	260,600
Karen A. Morrison	75,057	141,943	—	217,000
Robert M. Patterson	110,057	141,943	—	252,000
Kimberly T. Scott	85,057	141,943	—	227,000
Roel Vestjens (6)	30,000	—	—	30,000

(1)As employees of the Company during fiscal 2022, Messrs. Watson and Rosgaard were not compensated for their services as a director. See “Executive Compensation Tables - Summary Compensation Table” for information on Messrs. Watson’s and Rosgaard's compensation as Executive Chairman of the Board and CEO, respectively.

(2)Amounts in this column represent the dollar amount recognized for financial statement reporting purposes during fiscal 2022 computed in accordance with Accounting Standards Codification (“ASC”) 718 and represents the cash value of the total number of restricted shares of Class A Common Stock awarded to such director during fiscal 2022 under our 2005 Outside Directors Equity Award Plan (2,469 shares per outside director as of the 2022 annual meeting). The amounts reported reflect the closing price of our shares of Class A Common Stock on February 28, 2022 ($57.49), the day preceding the date on which the shares were granted. For a discussion of the relevant ASC 718 valuation assumptions, see Note 7 of the Notes to the Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for fiscal 2022 (the "2022 Form 10-K”).

As of October 31, 2022, each current outside director owned 8,794 shares of Class A Common Stock that had been awarded under the above plan that were subject to restrictions on transfer except for Mr. Patterson who owned 5,323 shares of Class A Common Stock and Mses. Scott and Morrison who each owned 2,469 shares of Class A Common Stock. For the aggregate number of restricted and non-restricted shares of Class A and Class B Common Stock beneficially owned by each of the outside directors, see “Security Ownership of Certain Beneficial Owners and Management.” No stock options have been awarded to any outside director since 2005 and no stock options are outstanding.

(3)All Other Compensation for Mr. McNamara represent the amount paid by the Company for an annual wellness physical. All Other Compensation for Mr. Gunsett represents the amount he received for administering the annual Board and committee evaluations paid in fiscal 2022.

(4)Mr. Gasser served as a director during fiscal 2022 until his retirement from the Board on March 1, 2022.

(5)Ms. Hook served as a director during fiscal 2022 until her death on November 17, 2021.

(6)Mr. Vestjens did not receive a stock award in fiscal 2022 because he joined the Board after the annual stock award date.


Director Compensation Arrangements

The Compensation Committee is responsible for setting the overall compensation strategy and policies for our outside directors. Directors who also serve as employees for the Company or any of its subsidiaries are not compensated for their service as a director. Directors may also receive additional compensation for performing duties assigned by the Board or its committees that are considered beyond the scope of the ordinary responsibilities of a director or committee member.

The compensation fee arrangement for our outside directors for fiscal 2022 is set forth below. The Board annual cash retainer was paid in equal quarterly installments, as applicable. The annual Committee and Chair cash retainers were paid annually, as applicable. The stock award is issued annually at the annual stockholders meeting.


Board of Director Position	Board Annual Retainer	Stock Award
Chairman of the Board	$240,000	$142,000
All Other Outside Directors	$100,000	$142,000
Committee	Committee Annual Retainer	Committee Chair Annual Retainer
Audit	$10,000	$20,000
Compensation	$10,000	$20,000
Nominating	$5,000	$15,000

The Compensation Committee also administers the 2005 Outside Directors Equity Award Plan, which provides annual equity awards to outside directors. Each outside director serving at the time of the 2022 annual meeting of stockholders (held on March 1, 2022) received a number of restricted shares of Class A Common Stock under this plan in an amount equal to approximately $142,000 divided

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by the last reported sale price of a share of Class A Common Stock on the NYSE on February 28, 2022 (the last trading day immediately preceding the date of the 2022 annual meeting). None of these shares of Class A Common Stock are subject to any risk of forfeiture; however, such shares are subject to restrictions on transfer for three years. All such shares are fully vested on the award date with eligibility to participate in the receipt of all dividends declared on our shares of Class A Common Stock.

In addition to the compensation described above, we provide a health and wellness program for our outside directors which includes annual physical exams and we reimburse outside directors for expenses incurred to attend Board and committee meetings. We offer no other perquisites to our outside directors.


Stock Ownership Guidelines for Directors

Each outside director is required to own a minimum of five times his or her annual retainer in shares of Company common stock after five years of service as a director. Restricted shares of Class A Common Stock awarded to an outside director under our 2005 Outside Directors Equity Award Plan and the receipt of which has been deferred at the election of such outside director under the terms of the Directors Deferred Compensation Plan are counted as owned by the deferring outside director for purposes of these stock ownership guidelines. The Board evaluates whether exceptions should be made in the case of any outside director who, due to his or her unique financial circumstances, would incur a hardship by complying with these requirements. All outside directors are currently in compliance with our stock ownership guidelines.


Director Participation in Directors Deferred Compensation Plan

Under the Directors Deferred Compensation Plan, outside directors may elect to defer between 25 and 100 percent of their respective retainer and committee fees, as well as restricted stock awards granted under the 2005 Outside Directors Equity Award Plan. Once made, any such elections (including without limitation the percentage of Board fees and/or restricted stock to be deferred) are irrevocable for all such amounts earned during the calendar year for which the election is made. The participants are fully vested in the value of their account, including investment returns, at all times.

The plan is considered an “unfunded” arrangement as amounts generally are not set aside or held by the Company in a trust, escrow, or similar account. Notwithstanding the foregoing, deferrals of restricted stock are held in a "rabbi trust" established by the Company. Deferrals of cash compensation under the plan are credited to a participant’s account under the plan as “Phantom Shares.” “Phantom Shares” have a value equal to the market value from time to time of shares of our Class A Common Stock. The number of Phantom Shares credited to a participant’s account is based on the dollar amount of deferral, divided by the then current per share value of our shares of Class A Common Stock. If a dividend is declared and credited on shares of our Class A Common Stock, the Phantom Shares are credited with a corresponding dividend in the form of additional Phantom Shares within sixty days of that date. Dividends paid on shares of restricted stock held in the rabbi trust are contributed to the rabbi trust and are paid from the rabbi trust to the participants and are not accumulated in the rabbi trust.

Generally, the plan provides that each participant will receive his or her cash deferral account value as retirement benefits under the plan upon termination from Board membership in substantially equal monthly payments over a ten year period, and will receive all restricted stock deferrals in a single distribution on the first day of the second month following a participant's termination from Board membership. However, participants may elect to receive:

•Cash compensation deferrals (credited as Phantom Shares) in a single lump sum payment, annual installments over a five-year period or a series of two payments. Depending on the form of payment elected, a participant may choose a fixed date for distribution or the earlier of a fixed date or such participant's termination of Board membership. If a Participant elects to receive a series of two payments, the participant must specify a fixed date for each payment and must specify the percentage of his or her cash compensation deferral to be paid on each specified date.

•Restricted stock deferrals upon: (a) a fixed date that is at least three years after the date the restricted stock is awarded; or (b) the earlier of (i) a fixed date that is at least three years after the date the restricted stock is awarded, or (ii) the participant’s termination from Board membership.

Greif - Proxy Statement 28

Executive Officers of the Company

The following information relates to executive officers of the Company as of the date of this proxy statement (elected annually):


Name	Age (1)	Positions and Offices	Year first became executive officer
Ole G. Rosgaard	59	President and Chief Executive Officer	2015
Lawrence A. Hilsheimer	65	Executive Vice President, Chief Financial Officer	2014
Gary R. Martz	64	Executive Vice President, General Counsel and Secretary	2002
Bala V. Sathyanarayanan	52	Executive Vice President and Chief Human Resources Officer	2018
Timothy L. Bergwall	58	Senior Vice President and Group President, Paper Packaging & Services and Soterra LLC	2014
Patrick G. Mullaney	53	Senior Vice President and Group President, Global Industrial Packaging	2022
Kimberly A. Kellermann	46	Senior Vice President, Global Operations Group	2022
Tina R. Schoner	55	Chief Supply Chain Officer	2022
Matthew D. Eichmann	44	Chief Marketing and Sustainability Officer	2022
Vivian E. Bouet	51	Chief Information and Digital Officer	2022
Michael J. Taylor	39	Vice President, Corporate Controller	2022
Anthony J. Krabill	49	Vice President, Corporate Treasurer	2022

(1)As of February 28, 2023, the date for the 2023 Annual Meeting of the Company.

Ole G. Rosgaard has served as President and Chief Executive Officer since February 2022. From July 2021 to February 2022, Mr. Rosgaard served as Chief Operating Office. From June 2019 to June 2021, he served as Senior Vice President and Group President of Global Industrial Packaging and from June 2019 to September 2020, Mr. Rosgaard was also responsible for Global Sustainability. From June 2017 to June 2019, Mr. Rosgaard served as Senior Vice President and Group President, Rigid Industrial Packaging & Services ("RIPS") - Americas and Global Sustainability. From August 2015 to June 2017, he served as Vice President and Division President, RIPS-North America. In January 2016, he assumed additional responsibility for RIPS-Latin America and Container Life Cycle Management LLC, a joint venture that operates our North American reconditioning business. Prior to joining the Company, and for more than five years, he served in various roles of increasing responsibility with Icopal a/s, a designer, manufacturer and installer of high end roofing solutions, including managing director in Denmark, group managing director/chief executive officer of the West European Region and group managing director/chief executive officer of the Central European Region.

Lawrence A. Hilsheimer has served as Executive Vice President and Chief Financial Officer since May 2014. From April 2013 to April 2014, Mr. Hilsheimer was executive vice president and chief financial officer of The Scotts Miracle-Gro Company. From August 2012 to March 2013, Mr. Hilsheimer was the president and chief operating officer of Nationwide Retirement Plans, a division of Nationwide Mutual Insurance Company. From January 2010 to July 2012, Mr. Hilsheimer was the president and chief operating officer of Nationwide Direct & Customer Solutions, also a division of Nationwide Mutual Insurance Company. For the two years prior to that time, he was executive vice president and chief financial officer of Nationwide Mutual Insurance Company. Prior to joining Nationwide, he was vice chairman and regional managing partner for Deloitte & Touché USA, LLP, which included serving on the board of directors of the Deloitte Foundation. Mr. Hilsheimer is a director and chair of the audit committee and member of the nominating committee of Installed Building Products, Inc., a publicly traded (NYSE) installer of insulation products, and is the lead independent director and chair of the audit committee of Root, Inc., a publicly traded (Nasdaq) technology-based insurance company.

Gary R. Martz has served as Executive Vice President since June 2010 (and prior to that as Senior Vice President) and as General Counsel and Secretary since joining the Company in 2002. From March 2014 until May 2014, Mr. Martz also served as Chief Administrative Officer, and from March 2018 until November 2018, served as acting Chief Human Resources Officer. Since May 2014, Mr. Martz has assumed responsibility for the management of our global real estate services department. From June 2005 until May 2013, Mr. Martz served as President of Soterra LLC. Prior to joining the Company, he was a partner in the law firm of Baker & Hostetler LLP.

Bala V. Sathyanarayanan has served as Executive Vice President and Chief Human Resource officer since July 2021. From November 2018 to June 2021, Mr. Sathyanarayanan was Senior Vice President and Chief Human Resources Officer. From January 2017 to October 2018, Mr. Sathyanarayanan served as executive vice president, human resources, North American Operations, for the Xerox Corporation. From July 2012 to January 2017, Mr. Sathyanarayanan was vice president, business transformation and human resources, Xerox Technology, a provider of print and digital document products and services. Prior to joining Xerox Corporation, and for more than five years, Mr. Sathyanarayanan served in various human resource roles at Hewlett-Packard Inc., a global provider of personal computers and printers and printing solutions.

Timothy L. Bergwall has served as Senior Vice President since February 2019, and as Group President of Paper Packaging & Services and President of Soterra LLC since May 2015. Prior to that and since 2014, Mr. Bergwall had served as Vice President and Division President, Paper Packaging & Services. Prior to that time and for more than five years, Mr. Bergwall served as Vice President, Containerboard Mills.

Greif - Proxy Statement 29

Patrick G. Mullaney has served as Senior Vice President and Group President, Global Industrial Packaging since February 2022 and Vice President and Group President, Global Industrial Packaging since November 2021. From September 2019 to October 2021, Mr. Mullaney served as Vice President, General Manager of Global Industrial Packaging - EMEA. From June 2017 to August 2019, Mr. Mullaney served as Director - Rigid Industrial Packaging & Services - EMEA Western Region and from June 2017 to September 2018, he served as Manager - Rigid Industrial Packaging & Services - EMEA Central Region. Prior to that time and for more than five years, he served in various roles at Clondalkin Group, including chief executive officer of Clondalkin Flexible Packaging, an international producer of value-added packaging products and services.

Kimberly A. Kellermann has served as Senior Vice President, Global Operations Group since February 2022 and Vice President, Global Operations since September 2019. From July 2017 to September 2019, Ms. Kellermann served as Vice President of Operations, and from September 2017 to September 2019, she held additional responsibilities in the areas of environmental, health and safety. Prior to that time and for more than five years, Ms. Kellermann served as vice president operations at West-Ward Pharmaceuticals (formerly Boehringer Ingelheim Roxane Laboratories), an international pharmaceutical company.

Tina R. Schoner has served as Senior Vice President, Chief Supply Chain Officer since joining the Company in January 2022. From November 2017 to May 2021, Ms. Schoner served as senior vice president and chief procurement officer at Oshkosh Corporation, a heavy industrial manufacturer of specialty vehicles and worksite access equipment. From January 2015 to November 2017, Ms. Schoner served as executive director of supply chain operations and strategic sourcing for Raytheon Technologies Corporation (formerly United Technologies Corporation), a global provider of high-technology products and services to building systems and aerospace industries.

Matthew D. Eichmann has served as Chief Marketing and Sustainability Officer since March 2022. From September 2020 to February 2022, Mr. Eichmann served as Vice President, Investor Relations, External Relations and Sustainability since September 2020. From November 2016 to September 2020, Mr. Eichmann served as Vice President, Investor Relations and Corporate Communications. From November 2015 to November 2016, Mr. Eichmann served as Vice President, Investor Relations. Prior to that time, and for more than five years, Mr. Eichmann served in various roles, including director, investor relations, at Newmont Mining Corporation, the world's leading gold company and a producer of copper, silver, zinc and lead.

Vivian E. Bouet has served as Chief Information and Digital Officer since December 2022. From October 2018 to December 2022, Ms. Bouet served as chief information officer at CPS Energy, the largest municipally owned electric utility provider in the United States. From August 2014 to October 2018, Ms. Bouet served as executive senior director, business transformation at Walgreen's, an international leader in integrated healthcare, pharmacy, and retail services. From July 2007 to August 2014, Ms. Bouet served in various technology leadership roles at Anthem, Inc. (currently known as Elevance Health, Inc.). Prior to that time, and for more than five years, Ms. Bouet served as a principal consultant in technology, supporting multiple industries.

Michael J. Taylor has served as Vice President, Corporate Controller since May 2022. From April 2017 to May 2022 Mr. Taylor served as Director of Financial Reporting and Internal Controls. Prior to that time and for more than five years, he served in the assurance practice of the accounting firm PricewaterhouseCoopers LLP.

Anthony J. Krabill has served as Vice President, Corporate Treasurer since May 2022. From January 2017 to May 2022, Mr. Krabill served as Assistant Treasurer. From July 2014 to January 2017, Mr. Krabill served as Director of Capital Markets and FX. Prior to that time and for more than five years, Mr. Krabill served in various positions with increasing responsibility at the NCR Corporation, a leading enterprise technology provider of software, hardware and services.

Greif - Proxy Statement 30

Stock Holdings of Certain Owners and Management

The following table sets forth the number of shares of each class of Greif securities beneficially owned, as of the close of business on December 30, 2022, by (i) each person known to the Company to be the beneficial owner of more than 5 percent of our Class B Common Stock, our only class of voting securities, (ii) each director and nominee for director, (iii) the executive officers listed in the Summary Compensation Table (the "Named Executive Officers" or "NEOs”), and (iv) all directors, NEOs, and other executive officers as a group.


Name	Title of Class	Shares Beneficially Owned (1)		Percent of Class(2)
Patricia M. Dempsey 12781 NE 72nd Boulevard, Lady Lake, FL 32162	Class B	3,050,502	(3)(4)	14.07%
Shannon J. Diener 200 Civic Center Drive, Suite 1200 Columbus, OH 43215	Class B	3,208,886	(3)(5)	14.80%
Mary T. McAlpin 200 Civic Center Drive, Suite 1200 Columbus, OH 43215	Class B	3,270,676	(3)(6)	15.08%
Virginia D. Ragan 200 Civic Center Drive, Suite 1200 Columbus, OH 43215	Class B	3,578,310	(3)(7)	16.50%
Article 4(c) Trust c/o Shannon Diener 200 Civic Center Drive, Suite 1200 Columbus, OH 43215	Class B	2,127,026	(3)(8)	9.80%
Nicholas J. Petitti 200 Civic Center Drive, Suite 1200 Columbus, OH 43215	Class B	2,882,210	(3)(9)	13.29%
JDH 2021 Trust c/o Nicholas J. Petitti 200 Civic Center Drive, Suite 1200 Columbus, OH 43215	Class B	2,217,451	(3)(10)	10.22%

Vicki L. Avril-Groves	Class A	40,246	(11)	*
Timothy L. Bergwall	Class A	56,906	(12)	*
Bruce A. Edwards	Class A Class B	49,646 2,000	(11)	* *
Mark A. Emkes	Class A	34,326	(11)	*
John F. Finn	Class A	38,136	(11)	*
Daniel J. Gunsett	Class A Class B	37,107 4,000	(11)	* *
Lawrence A. Hilsheimer	Class A Class B	145,711 89,364	(12)	* *
Gary R. Martz	Class A Class B	110,315 8,100	(12)	* *
John W. McNamara	Class A Class B	33,107 440,603	(11) (13)	* 2.03%
Frank C. Miller	—	—
Karen A. Morrison	Class A	2,469	(11)	*
Robert M. Patterson	Class A	20,323	(11)	*
Ole G. Rosgaard	Class A	75,205	(12)	*
Bala V. Sathyanarayanan	Class A Class B	30,373 450	(12)	* *
Kimberly T. Scott	Class A	2,469	(11)	*
Roel Vestjens	—	—
Peter G. Watson	Class A Class B	396,616 4,400	(12)	* *

All directors and executive officers as a group (25 persons)	Class A Class B	1,098,566 549,490	(11)(12)	4.29% 2.53%

Greif - Proxy Statement 31

(1) A person is considered to beneficially own any shares: (a) over which the person exercises sole or shared voting or investment power, or (b) of which the person has the right to acquire beneficial ownership at any time within 60 days of December 30, 2022 (such as through conversion of securities or exercise of stock options). Unless otherwise indicated, voting and investment power relating to the above shares is exercised solely by the beneficial owner (and their spouses, if applicable).

(2) * indicates less than 1 percent.

(3) Only Class B Common Stock (voting stock) was reported for these stockholders.

(4) All shares held by Ms. Dempsey as trustee under her revocable trust and a family trust.

(5) All shares held by Ms. Diener as custodian or trustee under her revocable trust and family trusts, including the Article 4(c) Trust described in footnote (8).

(6) All shares held by Ms. McAlpin as trustee under her revocable trust and a family trust.

(7) Includes shares held by Ms. Ragan as trustee under her revocable trust and a family trust. Also includes shares held by a charitable foundation (525,140 shares) of which Ms. Ragan is the president. Does not include shares held by John W. McNamara, a director of the Company, who is Ms. Ragan’s son. Ms. Ragan disclaims beneficial ownership of the shares held by Mr. McNamara.

(8) The Article 4(c) Trust held under the Naomi C. Dempsey Declaration of Trust (the “Article 4(c) Trust”).

(9) All shares owned by Mr. Petitti individually or held by Mr. Petitti as trustee under his revocable trust and irrevocable or family trusts. Includes the shares held by Mr. Petitti as trustee of the JDH 2021 Trust described in footnote (10). Also includes 60,000 shares that have been pledged as security for a loan.

(10) The 2021 Amended and Restated Revocable (now Irrevocable) Trust created by Judith D. Hook (the "JDH 2021 Trust"). Includes 1,200,000 shares that have been pledged as security for a loan.

(11) This table includes restricted shares of Class A Common Stock that have been awarded to directors under our 2005 Outside Directors Equity Award Plan, including shares the receipt of which has been deferred at the director’s election under the terms of the Directors Deferred Compensation Plan. If deferral is elected, shares are issued to the trustee of a rabbi trust established in connection with the Directors Deferred Compensation Plan. The total number of shares of Class A Common Stock held in the rabbi trust for the benefit of each director as of December 30, 2022, was as follows: Ms. Avril-Groves-19,056 shares; Mr. Edwards-36,940 shares; Mr. Emkes-14,966 shares; Mr. Finn-36,136 shares; Mr. Gunsett-11,937 shares; Mr. McNamara-26,240, Ms. Morrison-2,469, Mr. Patterson-5,323 and Ms. Scott-2,469 shares. See also “Corporate Governance - Director Compensation for Fiscal 2021 - Director Participation in Directors Deferred Compensation Plan.”

(12) This table includes restricted stock units and performance stock units that have been awarded to executive officers under our LTIP for the 2020-2022 plan period, as these awards will vest within 60 days of December 30, 2022. See “- Compensation Discussion and Analysis - Long-Term Incentive Plan" for further information on the LTIP and awards made thereunder.

(13) All shares (other than 3,000) held by Mr. McNamara as trustee of a family trust and a voting trust or as custodian. Does not include shares held by Virginia D. Ragan, who is Mr. McNamara’s mother. Mr. McNamara disclaims beneficial ownership of all shares of Class B Common Stock held by Ms. Ragan.


Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons owning more than 10% of a registered class of our equity securities, to file reports of ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission’s regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to the Company, the Company believes that during fiscal 2022 all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% stockholders were complied with by such persons.

Greif - Proxy Statement 32

COMPENSATION DISCUSSION AND ANALYSIS


Overview and Introduction

This Compensation Discussion and Analysis (“CD&A”) identifies and describes our compensation philosophy and objectives, summarizes our executive compensation program and discusses and reviews compensation decisions with respect to our NEOs for fiscal 2022. This CD&A should be read in conjunction with the compensation related tables that immediately follow this section, as well as with our 2022 Form 10-K. For fiscal 2022, our NEOs were:


Name			Title
Ole G. Rosgaard			President and Chief Executive Officer
Peter G. Watson			Executive Chairman of the Board and Former President and Chief Executive Officer
Lawrence A. Hilsheimer			Executive Vice President, Chief Financial Officer
Gary R. Martz			Executive Vice President, General Counsel and Secretary
Timothy L. Bergwall			Senior Vice President and Group President, Paper Packaging & Services and Soterra LLC
Bala V. Sathyanarayanan			Executive Vice President and Chief Human Resources Officer


Summary of Executive Compensation Governance Practices

To achieve the objectives of our executive compensation program and emphasize our “pay-for-performance” philosophy, the Compensation Committee has continued to employ strong governance practices, including:


We Do			We Don’t Do
ü Significant portion of executive total compensation “at risk”			û Hedging or short sales by executive officers or directors

SEC Form DEF 14A filed by Greif Inc.