GREIF INC CLASS A (GEF)
Sector: Materials
2026 Annual Meeting Analysis
GREIF INC CLASS A · Meeting: February 23, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2022; Greif's 3-year stock return outperforms the company's peer group median by 13.4 percentage points, well below the 35-point threshold needed to trigger a negative vote, and no other policy flags apply.
Independent Chairman since 2006 with extensive global supply chain and executive leadership experience; no overboarding, attendance, or TSR trigger concerns.
Independent director since 2008 with deep manufacturing and finance expertise as former Chairman/CEO of Bridgestone Americas; serves on one other public board, no policy flags.
Independent director since 2024, well within the 24-month new-director exemption from the TSR trigger; brings strong CFO and CEO experience in manufacturing and is exempt from TSR accountability for prior-period performance.
Independent director since 2009 with strategic planning and risk management experience; no overboarding, attendance, or TSR trigger concerns.
Independent director since 2023; a related-party relationship exists (Baker & Hostetler LLP, where Miller is a partner, provides legal services to Greif for under $1 million), but the board has disclosed this and concluded it is not material to Miller's independence, and no other policy flags are triggered.
Independent director since 2022 with governance, finance, and healthcare expertise; serves on two other public/quasi-public boards, no overboarding or TSR trigger concerns.
Independent director since 2020, serving as Audit Committee Chair and designated financial expert; former CEO and Chairman of Avient Corporation with extensive manufacturing and finance background, no policy flags.
Independent director since 2024, within the 24-month new-director exemption from the TSR trigger; brings recent CEO and CFO experience in industrial manufacturing.
Independent director since 2022; a related-party relationship exists (Greif transacted with Vestis and Tarkett, companies connected to Scott), but amounts are immaterial and properly disclosed, and no other policy flags are triggered.
All ten nominees pass policy screens: Greif's 3-year stock return of +15.7% outperforms its disclosed peer group median of +2.3% by 13.4 percentage points, well short of the 35-point underperformance threshold required to trigger against votes for directors with low-positive TSR. No directors are overboarded, attendance was at or above 75% for all, audit and compensation committees are fully independent, and no disqualifying familial or governance concerns are present. Two directors (Evanko, Rose) joined within 24 months and are exempt from the TSR trigger entirely. Minor related-party disclosures for Miller and Scott have been reviewed and deemed immaterial by the board.
Say on Pay
✓ FORCEO
Ole G. Rosgaard
Total Comp
$9,439,962
Prior Support
N/A
CEO Ole Rosgaard received total compensation of approximately $9.4 million for the 11-month fiscal 2025 transition period, which is broadly in line with expectations for the CEO of a $3.8 billion industrial packaging company, and no individual threshold breach is evident. The pay program is heavily performance-linked — roughly 83% of the CEO's compensation is variable and at risk, well above the 50-60% minimum the policy requires — and uses a combination of annual cash bonuses tied to operating profit and working capital targets, plus three-year equity awards that include a relative total shareholder return modifier, which are the types of metrics the policy favors. Greif's stock outperformed its peer group median over the past three years, and the company earned a 200% payout on its 2023-2025 long-term awards by significantly exceeding its adjusted EBITDA target, so the above-benchmark incentive pay appears justified by genuine performance rather than weak metric design. A clawback policy meeting NYSE requirements is in place, and there is no evidence of a prior say-on-pay vote below 70% that went unaddressed.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
11 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte was first engaged in August 2014, giving it approximately 11 years of tenure — well below the 25-year threshold that would trigger a negative vote. The proxy does not provide a breakdown of audit versus non-audit fees in the text supplied, so the non-audit fee ratio cannot be computed; absent confirmed data triggering a concern, the default is FOR. Deloitte is a Big 4 firm appropriate for a $3.8 billion public company, and no material restatements attributable to audit failure have been disclosed.
Overall Assessment
The 2026 Greif annual meeting presents a clean ballot of three standard proposals: electing ten directors, ratifying Deloitte as auditor, and approving executive pay. All three proposals receive FOR recommendations — the director slate passes all policy screens given Greif's peer-group outperformance, the auditor is a Big 4 firm with only 11 years of tenure, and the executive pay program is heavily performance-based with pay outcomes that align with the company's above-peer stock and earnings results.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing