The following table sets forth information concerning the compensation of the Company’s NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and its financial performance for each such fiscal year:
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| · · · · · · · · · Value Initial Fixed $100 · · · · |
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| · · · · · · · · · · Investment Based on: · · · · |
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| | | Summary | | | | Average Summary | | Average | | | | Peer Group | | | | |
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| | | Compensation | | Compensation | | Compensation | | Compensation | | Total | | Total | | Net | | |
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| | | Table Total for | | Actually Paid to | | Table Total for | | Actually Paid to | | Shareholder | | Shareholder | | Income | | |
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| | | PEO | | PEO | | non-PEO NEOs | | non-PEO NEOs | | Return | | Return | | (Loss) | | EBIT |
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| Year | | ($) | | ($)(1) | | ($) | | ($)(1) | | ($)(2) | | ($)(2) | | ($ millions) | | ($ millions)(3) |
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| 2023 | | 11,779,768 | | 14,408,779 | | 2,842,148 | | 2,967,069 | | 137.84 | | 109.91 | | (103) | | 943 |
| 2022 | | 12,244,474 | | 21,333,867 | | 2,793,575 | | 3,925,060 | | 139.47 | | 106.60 | | 584 | | 753 |
| 2021 | | 10,794,495 | | 6,373,916 | | 2,480,792 | | 1,992,573 | | 101.26 | | 139.20 | | 149 | | 680 |
| 2020 | | 8,783,162 | | 8,969,913 | | 1,846,407 | | 1,473,863 | | 100.18 | | 125.67 | | 249 | | 579 |
| (1) | Amounts represent compensation actually paid to the Chief Executive Officer (referred to in this section as the PEO) and the average compensation actually paid to the remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |
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| Year | | PEO | Non-PEO NEOs |
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| 2023 | | Andres A. Lopez | John A. Haudrich, Darrow A. Abrahams, Arnaud Aujouannet, Vitaliano Torno |
| 2022 | | Andres A. Lopez | John A. Haudrich, Darrow A. Abrahams, Arnaud Aujouannet, Vitaliano Torno |
| 2021 | | Andres A. Lopez | John A. Haudrich, Darrow A. Abrahams, Arnaud Aujouannet, Vitaliano Torno, Giancarlo Currarino |
| 2020 | | Andres A. Lopez | John A. Haudrich, Arnaud Aujouannet, Vitaliano Torno, Giancarlo Currarino, Miguel I. Alvarez, Mary Beth Wilkinson |
Compensation actually paid to the NEOs represents the “Total” compensation reported in the 2023 Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
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| · Subtract amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for applicable FY · YE Value of Current Year Award Outstanding as of YE · Change in Value as of YE for Prior Year Awards Outstanding as of YE · Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year · Value as of Prior YE for Prior Year Award Forfeited During the Year · Change in Actuarial Value of Pension Benefits During Year · Increase for Service Cost and, if applicable, Prior Service Cost for pension plans · Total Adjustments · |
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| CEO | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 2023 | | | $(7,654,430) | | | $6,002,733 | | | $1,789,675 | | | $2,874,924 | | $ | - | | | $(383,892) | | $ | - | | | $2,629,011 | |
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| Avg. Other NEOs | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | | (1,107,767) | | | 868,730 | | | 243,855 | | | 363,622 | | | - | | | (326,185) | | | 82,667 | | | 124,922 | |
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| O-I GLASS, INC. 2024 PROXY STATEMENT | 74 |
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| (2) | For the relevant year, represents the cumulative TSR (the “Peer Group TSR”) of the following peer companies (which comprise a packaging group consisting of companies with lines of business or product end uses comparable to those of the Company for which market quotations are available): AptarGroup, Inc., Ardagh Group S.A., Ball Corp., Crown Holdings, Inc., O-I Glass, Inc., Sealed Air Corp., Silgan Holdings Inc., and Sonoco Products Co. TSR amounts reported in the graph (both for O-I’s TSR and for the Peer Group TSR) assume an initial fixed investment of $100 in the Company’s common stock or in the peer group, as applicable, for the period beginning on December 31, 2019 through the end of the relevant fiscal year, and that all dividends, if any, were reinvested.I |
| (3) | EBIT is a non-GAAP measure. See Appendix A for a calculation of this measure. |
Narrative Disclosure to Pay Versus Performance Table
Relationship Between Financial Performance Measures
The graphs below compare the compensation actually paid to the Company’s PEO and the average of the compensation actually paid to the remaining NEOs, with (i) the Company’s cumulative TSR, (ii) its Peer Group TSR, (iii) its net income, and (iv) its EBIT, in each case, for thefiscal years ended December 31, 2020, 2021, 2022 and 2023.
| O-I GLASS, INC. 2024 PROXY STATEMENT | 75 |
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Pay Versus Performance Tabular List
Management believes the following performance measures represent the most important financial performance measures used by the Company to link compensation actually paid to its NEOs for the fiscal year ended December 31, 2023:
For additional details regarding the Company’s most important financial performance measures, please see the section titled “Compensation Program Overview”in the Company’s Compensation Discussion and Analysis (CD&A)elsewhere in this Proxy Statement.
| O-I GLASS, INC. 2024 PROXY STATEMENT | 76 |
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Audit Committee Report
