DEF 14A of O-I Glass, Inc. /DE/, Apr 5, 2024

DEF 14A of O-I Glass, Inc. /DE/

Filed Apr 5, 2024 · FY20230001558370-24-004737

Open on EDGAR

  1. Your Vote Is Important

    | Pension Benefits | 62 | | Non-Qualified Deferred Compensation | 63 | | Potential Payments upon Termination or Change in Control | 64 | | CEO PAY RATIO | 73 | | PAY VERSUS PERFORMANCE TABLE | 74 | | AUDIT COMMITTEE REPORT | 77 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 78 | | Fees Paid to Ernst & Young LLP | 78 | | Pre-Approval of Independent Registered Public Accounting Firm Services | 78 | | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 81 | | PROPOSAL 3• ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 2023 | 82 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 84 | | 2025 ANNUAL MEETING OF SHARE OWNERS | 86 | | FORWARD-LOOKING STATEMENTS | 86 | | PROXY SOLICITATION | 87 | | GENERAL INFORMATION ABOUT THE MEETING | 88 | | Who May Vote | 88 | | How to Vote | 89 | | Deadline | 89 | | Householding | 89 | | Further Instructions Regarding “How to Vote” | 89 | | Revocability of Proxies | 90 | | Vote Required to Approve Matters | 90 | | Other Matters | 90 | | APPENDIX A | A-1 |

  2. AN OVERVIEW OF OUR DIRECTOR NOMINEES

    AN OVERVIEW OF OUR DIRECTOR NOMINEES The following table sets forth the name, age, tenure and independence of each of our nominees for director and indicates the committees of the Board of Directors on which each nominee currently serves, as applicable.

  3. AN OVERVIEW OF OUR DIRECTOR NOMINEES

    | | | | | Committees | | | | Director and Principal Occupation | Age | Director Since | Independent | Audit | Compensation & Talent Development | Nominating/ Corporate Governance | | Samuel R. Chapin Former Executive Vice Chairman of Bank of America Merrill Lynch | 66 | 2020 | ● | ● | | | | David V. Clark, II Former President and Chief Executive Officer of Cereal Partners Worldwide S.A. | 55 | 2022 | ● | | ● | | | Eric J. Foss Former Chairman, President and Chief Executive Officer of Aramark | 65 | - | ● | | | | | Gordon J. Hardie Incoming President and CEO of O-I | 60 | 2015 | | | | | | John Humphrey Former Executive Vice President and Chief Financial Officer of Roper Technologies, Inc. | 58 | 2018 | ● | C | | | | Alan J. Murray Former Managing Board Member for North America for Heidelberg Cement AG | 70 | 2015 | ● | ● | | C | | Hari N. Nair Chief Executive Officer of Anitar Investments LLC | 64 | 2013 | ● | ● | C | | | Cheri Phyfer Executive Vice President and Group President at Fortune Brands Innovations, Inc. | 52 | - | ● | | | | | Catherine I. Slater Former Senior Vice President, Global Cellulose Fibers and IP Asia at the International Paper Company | 60 | 2020 | ● | | ● | | | Carol A. Williams Former Special Advisor to the Chief Executive Officer at Dow Chemical Company | 66 | 2014 | ● | | ● | ● | | Number of Meetings in 2023: | Full Board: 7 | | | 11 | 7 | 7 |

  4. AN OVERVIEW OF OUR DIRECTOR NOMINEES

    C = Committee Chair ● = Committee Member

  5. AN OVERVIEW OF OUR DIRECTOR NOMINEES

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 7 |

  6. SKILLS AND ATTRIBUTES OF OUR DIRECTOR nominees

    SKILLS AND ATTRIBUTES OF OUR DIRECTOR nominees The matrix below summarizes certain key experiences, qualifications and attributes that our director nominees bring to the Board to enable effective oversight. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board. Additional details are set forth throughout this proxy statement.

  7. SKILLS AND ATTRIBUTES OF OUR DIRECTOR nominees

    | | Samuel R. Chapin | David V. Clark, II | Eric J. Foss | Gordon J. Hardie | John Humphrey | Alan J. Murray | Hari N. Nair | Cheri Phyfer | Catherine I. Slater | Carol A. Williams | | Qualifications & Experience | | | | | | | | | | | | Manufacturing Operations | | ● | ● | ● | ● | ● | ● | | ● | ● | | Public Company Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global Business | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Marketing/Sales | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Engineering | | ● | | ● | ● | | ● | | ● | ● | | Cybersecurity/Data Privacy | | ● | ● | ● | ● | | | ● | ● | ● | | ESG and Climate Risk | | ● | ● | ● | ● | | | ● | ● | ● | | Demographic Background | | | | | | | | | | | | Tenure (Years) | 4 | 2 | 0 | 9 | 6 | 9 | 11 | 0 | 4 | 10 | | Age (Years) | 66 | 55 | 65 | 60 | 58 | 70 | 64 | 52 | 60 | 66 | | Gender (Male/Female) | M | M | M | M | M | M | M | F | F | F | | Race/Ethnicity | | | | | | | | | | | | Self-Identified Race or Ethnic Diversity | | | | | | | ● | | | | | Not Racially or Ethnically Diverse | ● | ● | ● | ● | ● | ● | | ● | ● | ● |

  8. SKILLS AND ATTRIBUTES OF OUR DIRECTOR nominees

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 8 |

  9. SKILLS AND ATTRIBUTES OF OUR DIRECTOR nominees

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  10. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | 64 Director Since: 2020 | | | Samuel R. Chapin Age: 66 Director Since: 2020 Committees: Audit | | Mr. Chapin’s extensive executive experience leading a global business, financial reporting expertise and public company board service qualify him to serve on the Company’s Board. | Mr. Chapin retired in 2016 as Executive Vice Chairman of Bank of America Merrill Lynch, a multinational investment bank, after more than 30 years in banking. He served as Executive Vice Chairman of Bank of America Merrill Lynch from 2010 until 2016, during which time he was responsible for managing relationships with a number of the firm’s largest corporate clients. Mr. Chapin joined Merrill Lynch in 1984 as a member of the Mergers and Acquisitions group and was named a Managing Director in Investment Banking in 1993, Senior Vice President and head of Merrill Lynch’s global investment banking division in 2001 and Vice Chairman in 2003. He currently serves on the boards of PHINIA Inc. and Revvity, Inc. (formerly PerkinElmer, Inc.), chairing Revvity’s audit committee, and is also an emeritus member of the Board of Trustees at Lafayette College. Mr. Chapin previously served as a member of the board of directors of Circor International, Inc. from January 2019 to June 2023 and chaired its audit committee. Mr. Chapin holds a B.A. in economics from Lafayette College and an M.B.A. from the Wharton School at the University of Pennsylvania. |

  11. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | 64 Director Since: 2020 | | | David V. Clark, II Age: 55 Director Since: 2022 Committees: Compensation and Talent Development | | Mr. Clark’s business leadership skills, extensive executive experience leading global businesses, and broad knowledge of the food and beverage industry qualify him to serve on the Company’s Board. | Mr. Clark retired in August 2023 from his role as President and Chief Executive Officer of Cereal Partners Worldwide S.A., a joint venture between General Mills, Inc. and Nestlé S.A. In this role, which he had held since 2018, he led a team of 3,800 employees across 15 manufacturing facilities worldwide. Previously, from 2001 to 2018, Mr. Clark served in roles of increasing responsibility at General Mills, including as President, Yoplait USA (2014 to 2018) and President, Haagen-Dazs Global Strategic Business Unit (2010 to 2014). He began his career at the Pillsbury Company in 1991 and remained with Pillsbury until it was acquired by General Mills in 2001. Mr. Clark currently serves on the board of directors of Nordic Naturals, Inc. Mr. Clark holds a B.S. in Business Administration from the University of Tennessee and an M.B.A. from the University of Minnesota. |

  12. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | 64 Director Since: 2020 | | | Eric J. Foss Age: 65 | | Mr. Foss’ business leadership skills, extensive executive experience leading a global business, public company board service, and broad knowledge of the food and beverage industries qualify him to serve on the Company’s Board. | Mr. Foss has a proven track record of driving growth and stakeholder value for global at scale companies, having served as Chairman, President and CEO of Aramark, a provider of food service, facility and uniform services, from 2015 until his retirement in 2019. He served as President and CEO and a member of the board of directors of Aramark beginning in 2012. He also served as Chief Executive Officer of Pepsi Beverages Company, a global beverage manufacturer, marketer, seller and distributer and a division of PepsiCo, from 2010 until 2011. He was the Chairman, President and Chief Executive Officer of The Pepsi Bottling Group, Inc. from 2008 until 2010, President and Chief Executive Officer from 2006 until 2008 and Chief Operating Officer from 2005 until 2006. While leading Aramark and the Pepsi Bottling Group, Mr. Foss gained significant experience and a deep knowledge of strategic planning, risk management, mergers and acquisitions and capital markets, technology and financial oversight, and leading people and asset intensive businesses in a global market. Mr. Foss currently serves on the boards of directors of The Cigna Group, Primo Water Corporation, Cineworld Group and the National Board of Directors for The Back on My Feet Foundation. He previously served on the board of directors of Diversey Holdings, Ltd., from 2020 to 2023 (prior to its acquisition by Solenis LLC) and Selina Hospitality PLC from 2022 to 2023. Mr. Foss holds a B.S. in marketing from Ball State University. |

  13. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | Gordon J. Hardie Age: 60 Director Since: 2015 | | Mr. Hardie’s extensive business leadership skills, his global business experience, and broad food and spirits industry knowledge qualify him to serve on the Company’s Board. | Mr. Hardie has been selected to serve as the Company’s President and CEO, effective on the later of the conclusion of the Annual Meeting or the date Mr. Hardie is issued his work-authorized U.S. visa. Mr. Hardie retired as an executive in September 2019 having served as President, Food & Ingredients at Bunge Ltd. (NYSE: BG) (“Bunge”)—a global leader in agriculture, food and ingredients, since January 2018. Mr. Hardie previously served as Managing Director at Bunge (2011-2017), and as a member of the Executive Committee. Mr. Hardie led the global Operational Excellence program for Bunge from 2013 to 2019. In his role at Bunge, Mr. Hardie served as Chairman of the Supervisory Board of Walter Rau AG (Germany) and as Chairman of the Board of Bunge Loders Croklaan B.V. (Holland). Prior to joining Bunge, Mr. Hardie was a Managing Director at Morningside Partners, an M&A advisory firm he established in 2009. Mr. Hardie previously served in leadership positions at Goodman Fielder Ltd (ASX: GFF), including Managing Director FG Bakeries (2003-2009) and Sales & Marketing Director and Marketing & Innovation Director (2002-2003). Mr. Hardie was previously Group General Manager – Southcorp Wines Ltd (ASX: SCW) and Vice President – Asia-Pacific, Middle East and Africa at Foster’s Brewing Group Ltd (ASX: FBG). Before immigrating to Australia in 1999, Mr. Hardie was Regional Director for the Americas and Asia Pacific Regions at Pernod Ricard Irish Distillers. Mr. Hardie holds a B.A. from the University College Cork and an M.B.A. from University College Dublin Smurfit Graduate Business School and has completed the Advanced Management Program and the AVIRA CEO program at INSEAD. He has also completed the Corporate Director Certificate at Harvard Business School. In October 2023, Mr. Hardie was appointed Chair of MagrowTec Ltd., a privately held Agtech company based in Ireland. He previously served on the boards of ARYZTA AG from 2020 to October 2023, Greencore Group plc from 2020 to 2022 and Zaklady Tluszcowe Kruszwica from 2013 to 2016. Mr. Hardie is an advisor to Temasek, a global investment company. Mr. Hardie also serves on the North American Advisory Board of the Smurfit Graduate School of Business, University College Dublin. |

  14. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | John Humphrey Age: 58 Director Since: 2018 Committees: Audit (Chair) | | Mr. Humphrey’s extensive executive experience leading a global business, financial reporting expertise and public company board service qualify him to serve on the Company’s Board. | From 2011 to May 2017, Mr. Humphrey served as Executive Vice President and Chief Financial Officer of Roper Technologies, Inc. He retired from Roper in December 2017. From 2006 to 2011, he served as Vice President and Chief Financial Officer of Roper. Prior to joining Roper, Mr. Humphrey served as Vice President and Chief Financial Officer of Honeywell Aerospace, the aviation segment of Honeywell International Inc., after serving in several financial positions with Honeywell International and its predecessor AlliedSignal Inc. Mr. Humphrey’s earlier career included six years with Detroit Diesel Corporation, a manufacturer of heavy-duty engines, in a variety of engineering and manufacturing management positions. Mr. Humphrey is a member of the board of directors for EnPro Industries, Inc. and Ingersoll Rand. Mr. Humphrey holds a B.S. in industrial engineering from Purdue University and an M.B.A. from the University of Michigan. |

  15. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | Alan J. Murray Age: 70 Director Since: 2015 Committees: Audit, Nominating/Corporate Governance (Chair) | | Mr. Murray’s extensive business leadership skills, executive and board experience, global business and financial reporting expertise qualify him to serve on the Company’s Board. | Mr. Murray retired as an executive in 2008 after serving as Managing Board Member for North America for HeidelbergCement AG, a German multinational building materials company. Mr. Murray took on this role after Heidelberg’s 2007 acquisition of Hanson PLC, where he served as Chief Executive Officer. Previously, Mr. Murray served as Chief Executive Officer of Hanson Building Materials America, where he handled a business that was 50% of Hanson’s overall operations. While at Hanson, Mr. Murray also served as Finance Director (1997-1998), Assistant Finance Director (1995-1997), Division Finance Director (1993-1995), and Divisional Financial Controller (1988-1993). Between 1978 and 1988, he held various financial roles at Chloride Group PLC and Burton Group PLC. Mr. Murray is a qualified Chartered Management Accountant and has a bachelor’s degree in Economics and Marketing from Lancaster University in the United Kingdom. Mr. Murray currently serves on the public boards of Hanson Pension Trustees Ltd. since 2003 and Ferguson PLC (formerly Wolseley PLC) since 2013 and was on the board of HeidelbergCement AG between 2010 and 2017. |

  16. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | Hari N. Nair Age: 64 Director Since: 2013 Committees: Audit, Compensation and Talent Development (Chair) | | Mr. Nair’s extensive global manufacturing business experience, strategic planning, executive leadership skills, and financial reporting expertise qualify him to serve on the Company’s Board. | Mr. Nair serves as CEO of Anitar Investments LLC, a private investment company with holdings in the manufacturing and technology sectors. Previously, Mr. Nair served as the Chief Operating Officer of Tenneco Inc., a Fortune 500 company with revenues of $9 billion, from 2010 until his retirement in early 2015. He also was a member of the Tenneco Board of Directors from 2009 until 2015. Mr. Nair joined Tenneco in 1987 and assumed positions of increasing responsibility across various functions including strategic planning, business development, quality and operations. Mr. Nair’s early career included financial and operations positions with General Motors Corporation and the American Water Company. Mr. Nair currently serves on the boards of Musashi Seimitsu Industry, based in Japan, as Chairman of Sintercom Limited, based in India, and Tenneco Inc., a privately held Delaware corporation. He previously served on the boards of REE Automotive Ltd. from 2019 to 2023 and Delphi Technologies PLC from 2017 to 2020. Mr. Nair received a bachelor’s degree in engineering from Bradley University, a master’s in business administration from the University of Notre Dame, and he completed the Advanced Management Program at Harvard Business School. |

  17. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | 64 Director Since: 2020 | | | Cheri Phyfer Age: 52 | | Ms. Phyfer’s extensive business expertise and broad knowledge of manufacturing and distribution industries and markets qualify her to serve on the Company’s Board. | Ms. Phyfer serves as Executive Vice President and Group President at Fortune Brands Innovations, Inc., a leading home, security and commercial building products manufacturer. Ms. Phyfer previously served as President of Fortune Brands’ Water Innovations business segment from 2019 to 2022, and as President of Moen U.S. businesses from 2018 to 2019. Prior to joining Fortune Brands Innovations, Ms. Phyfer held multiple positions of increasing responsibility with The Sherwin-Williams Company, a paint manufacturer and distributor, including President of Consumer Group, President and General Manager of Diversified Brands, and President and General Manager of Southeastern and Southwestern, Paint Stores Groups. Ms. Phyfer currently serves on the board of directors of W.C. Bradley Co., and Rock & Roll Hall of Fame. She also serves on the Clemson University Board of Trustees. She previously served on the boards of directors of Western Forest Products, Inc. from 2019 to 2022 and the University Hospital Cleveland Medical Center from 2018 to 2022. Ms. Phyfer holds a B.S. in management, a master’s in business administration and an M.B.A. from Clemson University. |

  18. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | Catherine I. Slater Age: 60 Director Since: 2020 Committees: Compensation and Talent Development | | Ms. Slater’s global business expertise, executive leadership skills, extensive industry experience and broad manufacturing and technical background qualify her to serve on the Company’s Board. | Ms. Slater retired as an executive in January 2021 after serving as Senior Vice President, Global Cellulose Fibers and IP Asia, at the International Paper Company. She previously served as Senior Vice President, Consumer Packaging, with responsibility for International Paper’s Coated Paperboard and Foodservice businesses. Prior to joining International Paper in 2016, Ms. Slater served in various leadership positions at the Weyerhauser Company, including Senior Vice President, Cellulose Fibers, and Senior Vice President, Engineered Products and Distribution. Ms. Slater started her career as an engineer at Procter & Gamble in 1983 and has held management positions in manufacturing, printing papers, consumer products, wood products and cellulose fiber. Ms. Slater served on the boards of United Way of the Mid-South, North Pacific Printing Papers, the American Wood Council and Washington State MESA (Math, Engineering & Science Achievement). Ms. Slater holds a B.S. in chemical engineering from the University of South Alabama and has completed executive education programs at Harvard University, the Wharton School at the University of Pennsylvania and the Foster School at the University of Washington. She has served as a guest lecturer at Owens School at Vanderbilt University. |

  19. Nominees—To be elected for terms expiring at the 2025 Annual Meeting

    | | Carol A. Williams Age: 66 Director Since: 2014 Committees: Compensation and Talent Development, Nominating/Corporate Governance | | Ms. Williams’ extensive management expertise from manufacturing to purchasing to supply chain as well as her substantial experience in research and development qualify her to serve on the Company’s Board. | Ms. Williams retired in early 2015 after serving as a special advisor to the Chief Executive Officer at Dow Chemical Company, a diversified chemical company. Prior to her special advisor role, she served as Dow’s Executive Vice President of Manufacturing and Engineering, Supply Chain and Environmental, Health & Safety Operations. During Ms. Williams’ 34-year history at Dow, she assumed increasingly more significant management positions in R&D before becoming operations leader and then Vice President for the chloralkali assets business. She was named Senior Vice President of Basic Chemicals in 2009 and President of Chemicals & Energy in 2010. Ms. Williams has served as a board member at Olin Corporation since October 2015. She previously served as a board member at Zep, Inc. from 2012 to 2015. She holds a B.S. in chemical engineering from Carnegie Mellon University where she was selected as an Alumnae of the year in 2009. Ms. Williams received the 2010/2011 Woman of the Year Award from the National Association of Professional Women and in 2014, received the Junior Achievement Laureate award of Mid-Michigan. Ms. Williams also completed a National Association of Corporate Directors’ (NACD) course on cybersecurity. |

  20. Board Nominees

    Board Nominees The Nominating/Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board and recommending that the Board select the candidates for all directorships to be filled by the Board or by the share owners. The Nominating/Corporate Governance Committee is governed in this regard by its Policies and Procedures Regarding the Identification and Evaluation of Candidates for Director (the “Policies and Procedures”), copies of which are available in the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to share owners upon request to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999. Pursuant to the Policies and Procedures, in addition to other qualifications, candidates for the Board should be individuals of the highest integrity and ethical character, who value and appreciate these qualities in others. Candidates should not have any conflicts of interest and should be able to represent fairly and equally all share owners of the Company. Candidates are also evaluated on their ability to function effectively in an oversight role and to devote adequate time to the Board and its committees. The Policies and Procedures require the Nominating/Corporate Governance Committee to consider the contributions that a candidate can be expected to make to the collective functioning of the Board based on the totality of the candidate’s background, skills, experience and expertise and the composition of the Board at the time. The Policies and Procedures also state the Nominating/Corporate Governance Committee’s belief that diversity is an important attribute of a well-functioning Board. In addition, the Policies and Procedures, the Guidelines and the Nominating/Corporate Governance Committee’s Charter each require the Nominating/Corporate Governance Committee to take into consideration the benefits of having Board members who reflect a diversity of age, gender, ethnicity/race and country of citizenship. The Company maintains a skills matrix, and actively monitors the skills, experience and expertise of all its individual directors with an eye towards ensuring the Board is balanced with respect to key skill sets. Given that the Company is a

  21. Board Nominees

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 20 |

  22. Board Nominees

    large, global public manufacturing company, many of the current Board members have skills and experiences from similar types of global organizations. The Board also has strong skills, experience and expertise in other areas, including finance and capital allocation, mergers and acquisitions, strategic planning and corporate governance. The Nominating/Corporate Governance Committee considers the skills, experience and expertise of Board members expected to retire or leave the Board in the near future when it identifies candidates for Board membership. The Nominating/Corporate Governance Committee also considers, in its nomination processes, the recommendations of current Board members regarding particular skills that could improve the ability of the Board to carry out its responsibilities.

  23. Director NOMINEES’ Experience and Skills

    Director NOMINEES’ Experience and Skills The following chart represents the diverse range of experience and skills offered by the 10 nominees for director.

  24. Director NOMINEES’ Experience and Skills

    | | Manufacturing Operations | Public Company Management | Global Business | Corporate Governance | Financial | Marketing/ Sales | Risk Management | Engineering | Cybersecurity/ Data Privacy | ESG and Climate Risk | | Samuel R. Chapin | | ● | ● | ● | ● | ● | ● | | | | | DAVID V. CLARK, II | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ERIC J. FOSS | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | Gordon J. Hardie | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | John Humphrey | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | Alan J. Murray | ● | ● | ● | ● | ● | ● | ● | | | | | Hari N. Nair | ● | ● | ● | ● | ● | ● | ● | ● | | | | CHERI PHYFER | | ● | ● | ● | ● | ● | ● | | ● | ● | | Catherine I. Slater | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Carol A. Williams | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  25. Director NOMINEES’ Experience and Skills

    The Nominating/Corporate Governance Committee will consider potential candidates for director who have been recommended by the Company’s directors, the CEO, other members of senior management and share owners. Outside consultants may also be employed to help identify potential candidates. Pursuant to its Policies and Procedures, the Nominating/Corporate Governance Committee conducts all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates and considers questions of independence and possible conflicts of interest. Members of the Nominating/Corporate Governance Committee discuss and evaluate possible candidates in detail, and determine which individuals to consider in more depth. Once a candidate is identified whom the Nominating/Corporate Governance Committee wants to move toward nomination, one or more members of the Nominating/Corporate Governance Committee will enter into discussions with the candidate. The procedures for the nomination of director candidates by share owners are described under the heading “2025 Annual Meeting of Share Owners.” The performance of incumbent members of the Board is evaluated annually by the Nominating/Corporate Governance Committee. Incumbent directors who continue to satisfy the Nominating/Corporate Governance Committee’s criteria for Board membership and whom the Nominating/Corporate Governance Committee believes continue to make important contributions to the Board generally will be renominated by the Board at the end of their term.

  26. Director NOMINEES’ Experience and Skills

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 21 |

  27. Diversity of our director nominees

    Diversity of our director nominees As noted in “Board Nominees” above, the Board and the Nominating/Corporate Governance Committee believe that diversity is an important attribute of a well-functioning Board and understand the benefits of having Board members who reflect a diversity of age, gender, ethnicity/race and country of citizenship. The Nominating/Corporate Governance Committee is committed to including individuals from a diversity of backgrounds in the pool of candidates for future director searches. The following charts illustrate the diversity of our Board nominees.

  28. Diversity of our director nominees

    | Gender Diversity | Ethnic/Racial Diversity | | | |

  29. Director Compensation

    Director Compensation The Compensation and Talent Development Committee annually reviews the competitiveness of the pay program provided to the non-employee members of the Board to assess the need for changes. The Compensation and Talent Development Committee’s independent executive compensation consultant conducts a review which encompasses all elements of director pay: retainers, meeting fees and equity awards. The objective of this review is to ensure the program is aligned with the Company’s pay philosophy, which is intended to align with the market median for non-employee director compensation. The compensation consultant's review also includes a qualitative assessment of the Compensation and Talent Development Committee's practices regarding non-employee director pay. In determining pay levels for the members of the Board, the Compensation and Talent Development Committee reviews competitive market data including:

  30. Director Compensation

    | ● | proxy statements of companies in the peer group used to benchmark pay (shown on page 37); and |

  31. Director Compensation

    | ● | 25 select S&P 500 companies similar in revenue size to O-I. |

  32. Director Compensation

    Following the review conducted in October 2022, the Compensation and Talent Development Committee recommended to the Board that no changes be made to the director pay program for 2023. Further, the review concluded that the non-employee director pay program did not represent a problematic pay practice. For 2023, each non-employee director of the Company was eligible to receive an annual cash retainer of $92,500, paid in equal quarterly installments, as well as an additional annual cash retainer as follows, also paid in equal quarterly installments, for each committee in which such director participated as a member (including as Chair):

  33. Director Compensation

    | ● | Audit Committee - $20,000 |

  34. Director Compensation

    | ● | Compensation and Talent Development Committee - $15,000 |

  35. Director Compensation

    | ● | Nominating/Corporate Governance Committee - $10,000 |

  36. Director Compensation

    Chairs were also eligible to receive additional annual cash retainers paid in equal quarterly installments as follows:

  37. Director Compensation

    | ● | Independent Board Chair - $150,000 |

  38. Director Compensation

    | ● | Audit Committee Chair - $25,000 |

  39. Director Compensation

    | ● | Compensation and Talent Development Committee Chair - $20,000 |

  40. Director Compensation

    | ● | Nominating/Corporate Governance Committee Chair - $15,000 |

  41. Director Compensation

    Each non-employee director also received, on the date immediately following the date of the Company’s annual meeting of share owners at which directors are elected (the “Date of Grant”), a grant of restricted stock units (“RSUs”) with respect to a number of shares of Common Stock having a fair market value on the Date of Grant equal to $140,000, rounded to the nearest whole share of Common Stock, pursuant to the terms of the applicable Company equity incentive plan (the “Annual Grant”). RSUs subject to an Annual Grant are granted with tandem dividend equivalents, which confer on the holder of such RSUs the right to receive dividend equivalent payments for dividends declared over the time-vesting period during which such RSUs remain outstanding. Such dividend equivalents are payable only if and when the underlying RSU vests and will generally be paid in cash upon or shortly after vesting of the underlying RSU.

  42. Director Compensation

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 25 |

  43. Director Compensation

    The RSUs subject to the Annual Grant vest in full on the date of the Company’s next annual meeting of share owners at which directors are elected following the Date of Grant (the “Normal Vesting Date”), subject to the director’s continued service through such date, or, if earlier, upon the applicable director’s termination of service due to death, disability or retirement (after reaching age 60). In addition, upon termination of service for reasons other than death, disability, retirement, or removal for cause, the RSUs will vest pro rata based on the number of days of the applicable director’s service from the Date of Grant to the Normal Vesting Date. All RSUs would be immediately forfeited upon a non-employee director’s removal for cause. All RSUs will fully vest upon a change in control, subject to the applicable director’s continued service through such change in control. Vested RSUs are settled in shares of Common Stock within 30 days after the Normal Vesting Date, or if earlier, termination of service. In the event a new non-employee director joins the Board on any date other than the date of the annual meeting of share owners, in addition to the Annual Grant, such new non-employee director will also receive on the date immediately following the first annual meeting of share owners at which directors are elected during such director’s tenure on the Board an additional grant of RSUs with respect to a number of shares of Common Stock having a fair market value on the date of such grant equal to the fair market value of the Annual Grant awarded to directors in the previous year, pro-rated based on the number of days of service in the period from the commencement of such director’s service on the Board to the date of such grant. In December 2023, the Board amended and restated the O-I Glass, Inc. Directors Deferred Compensation Plan (as amended and restated, “the Directors Deferred Compensation Plan”). The Directors Deferred Compensation Plan provides an opportunity for non-employee directors to defer payment of their directors’ fees to be paid out upon a specified future date or the director’s termination of service. Deferred payments may be made in a lump sum or in annual installments over a period of two to ten years, at the election of the director. Under the Directors Deferred Compensation Plan, a non-employee director may defer receipt of all or any portion of the cash portion of the compensation described above. Deferrals may be credited into a cash account or into a Company stock unit account. Funds held in a cash account accrue interest at a rate equal to the average annual yield on domestic corporate bonds of Moody’s A-rated companies. Distributions from the Directors Deferred Compensation Plan are made in cash. Each director is reimbursed for expenses associated with meetings of the Board or its committees. The total compensation earned by non-employee directors in 2023 is reflected in the following table:

  44. DIRECTOR COMPENSATION IN 2023

    DIRECTOR COMPENSATION IN 2023

  45. DIRECTOR COMPENSATION IN 2023

    | | | Stock | | | | Fees Earned | Awards | | | | ($) | ($) | | | Name | (1) | (2) | Total ($) | | Samuel R. Chapin | 112,500 | 140,000 | 252,500 | | David V. Clark, II | 107,500 | 140,000 | 247,500 | | Gordon J. Hardie* | 102,500 | 140,000 | 242,500 | | John Humphrey | 137,500 | 140,000 | 277,500 | | Alan J. Murray | 137,500 | 140,000 | 277,500 | | Hari N. Nair | 140,412 | 140,000 | 280,412 | | Joseph D. Rupp (3) | 49,107 | — | 49,107 | | Catherine I. Slater | 107,500 | 140,000 | 247,500 | | John H. Walker | 257,500 | 140,000 | 397,500 | | Carol A. Williams | 117,500 | 140,000 | 257,500 |

  46. DIRECTOR COMPENSATION IN 2023

    | (1) The cash amounts earned by each director are made up of the amounts in the table that follows these footnotes. |

  47. DIRECTOR COMPENSATION IN 2023

    | (2) Amounts reflect the aggregate grant date fair value of RSUs computed in accordance with Financial Accounting Standard Board (“FASB”) ASC 718. Each of the non-employee directors, other than Mr. Rupp, held 6,683 unvested RSUs as of December 31, 2023. Mr. Rupp did not hold any unvested RSUs as of December 31, 2023. |

  48. DIRECTOR COMPENSATION IN 2023

    | (3) Joseph D. Rupp’s Board service ended on May 9, 2023, the date of the Company’s 2023 annual meeting of share owners, and he did not receive an equity award in 2023. |

  49. DIRECTOR COMPENSATION IN 2023

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 26 |

  50. DIRECTOR COMPENSATION IN 2023

    | | | Annual | Annual | | | | Annual | Committee | Committee | | | | Board | Chair or IBC | Member | | | | Retainer | Retainer | Retainer | Total | | Name | ($) | ($) | ($) | ($) | | Samuel R. Chapin | 92,500 | — | 20,000 | 112,500 | | David V. Clark, II | 92,500 | — | 15,000 | 107,500 | | Gordon J. Hardie* | 92,500 | — | 10,000 | 102,500 | | John Humphrey | 92,500 | 25,000 | 20,000 | 137,500 | | Alan J. Murray | 92,500 | 15,000 | 30,000 | 137,500 | | Hari N. Nair | 92,500 | 12,912 | 35,000 | 140,412 | | Joseph D. Rupp | 33,036 | 7,143 | 8,928 | 49,107 | | Catherine I. Slater | 92,500 | — | 15,000 | 107,500 | | John H. Walker | 92,500 | 150,000 | 15,000 | 257,500 | | Carol A. Williams | 92,500 | — | 25,000 | 117,500 |

  51. DIRECTOR COMPENSATION IN 2023

    * Mr. Hardie was selected as the Company’s President and CEO, effective on the later of the conclusion of the Annual Meeting or the date Mr. Hardie is issued his work-authorized U.S. visa, and he will no longer receive compensation for services provided as a director. Following its review conducted in October 2023, the Compensation and Talent Development Committee recommended, and the Board approved, an increase to the value of the Annual Grant by $10,000, to a total value of $150,000, effective beginning in 2024, to maintain the competitive position of the program at the median of the peer group used to benchmark pay and select S&P 500 companies similar in revenue size to O-I. No other changes were made to the director pay program for 2024. Further, the review concluded that the non-employee director pay program did not represent a problematic pay practice.

  52. Executive Summary

    | ➢ | historical strong alignment between the program’s incentive payout levels and the returns earned by the Company’s investors relative to those of the S&P 500 or its pay benchmarking companies as more clearly seen in the realizable pay and performance analysis covered beginning on page 35. |

  53. Linking the Company’s Incentives to Its Plan and Share Owner Interests

    | ◾ | Payouts were tied to attainment of EBIT (80% weight) and FCF (20% weight) objectives. |

  54. Linking the Company’s Incentives to Its Plan and Share Owner Interests

    | ◾ | The Company continued to deliver LTI awards in a mix of performance stock units (“PSUs”) (60% of target value) and time-based RSUs (40% of target value), with PSU performance metrics based on achievement of adjusted earnings per share (“EPS”) (50% weight) and return on invested capital (“ROIC”) (50% weight) goals. Results based on EPS and ROIC continued to be modified by the Company’s total shareholder return (“TSR”) relative to a group of comparable industrial companies to strengthen the program’s ties to share owners’ interests. Both award types have tandem awards of dividend equivalents to align them with the total returns provided to share owners and are only payable to the degree the underlying awards vest. |

  55. Linking the Company’s Incentives to Its Plan and Share Owner Interests

    | ◾ | The potential payout for the PSUs granted for the 2023-2025 period continues to be based on O-I’s achievement of EPS and ROIC goals, based on the achievement of annual improvements in EPS and ROIC. The levels of improvement for each year of the period were set in early 2023. More specifically, EPS and ROIC targets for the first year of the cycle (2023) were based on the Company’s annual operating plan for the year, which required significant improvement over the results from 2022. Performance targets for subsequent years (2024 and 2025) are based on the Company’s EPS and ROIC performance for the prior year (2023 in the case of 2024 and 2024 in the case of 2025) plus the target levels of improvement for each year as approved by the Committee in 2023. Achievement levels for each year of the period apply to one-third of the PSUs when determining the initial level of payout. |

  56. Linking the Company’s Incentives to Its Plan and Share Owner Interests

    | ◾ | Further, for additional alignment with share owners, in determining final payouts, PSUs provisionally earned for the Company’s EPS and ROIC results continue to be adjusted – either positively or negatively – based on the Company’s TSR results for the full three-year performance period relative to those companies in the Materials Sector of the S&P 1500 index as of the grant date. |

  57. Incentive Plan Results: Reflect the Company’s Performance

    Incentive Plan Results: Reflect the Company’s Performance The Company is confident that its strategy will continue to evolve and lead to improvement in its operating and stock price performance and share owner value creation over the next few years, as evidenced by its strong performance for 2023. This is seen in the year-over-year improvement in the Company's key financial results, as well as the increase in the Company’s stock price from 2021 to 2023.

  58. Incentive Plan Results: Reflect the Company’s Performance

    | | ● | ● ● | | Key Performance Highlights | 2023 STI Program  Delivered EBIT (as defined on page 39) of $943 million, a 25% increase from prior year, which was above the target performance level for this measure.  Produced FCF (as defined on page 39) of $123 million, which was between the threshold and the target performance levels for this measure. 2021-2023 LTI PSU Program  Generated adjusted EPS (as defined on page 44) of $1.83, $2.30, and $3.09, respectively, for 2021, 2022 and 2023, excluding the effect of share buy-backs above dilution, over the three-year performance period ending December 31, 2023, generating an average annual banked payout of 177% (147.9% for 2021, 182.1% for 2022, and 200.0% for 2023) for this measure under the Company’s LTI PSU program.  Achieved ROIC (as defined on page 44) of 8.64%, 9.19%, and 10.97%, respectively, for 2021, 2022 and 2023, over the same three-year performance period, which generated an average annual banked payout of 156% (140.0% for 2021, 138.0% for 2022, and 190.3% for 2023) for this measure under the Company’s LTI PSU program.  Achieved TSR for the three-year performance period of 38%, which was at the 59th percentile of the applicable peer group and resulted in a relative TSR (“r-STR”) modifier of 1.07. | |

  59. Incentive Plan Results: Reflect the Company’s Performance

    These results were reflected in the compensation actually earned and paid for 2023 and 2021-2023 under the Company’s short- and long-term incentive plans, respectively, which required management to meet challenging goals, consistent with the Board’s expectations of management and its commitments to share owners. Based on performance against the applicable performance metrics, the Company’s NEOs earned a payout of 125.5% of the target payout level under the 2023 STI program and an overall payout of 178.0% of the target payout level in respect of PSUs for the 2021-2023 period. Management and the Committee believe these results are aligned with the underlying operating performance of the Company for the applicable performance period as well as the Company’s stock price performance relative to the stock price performance of its peers and companies in the S&P 500. The PSU payout earned for the 2021-2023 PSU performance period is the first payout in three years, as no payout was earned for the 2020-2022, 2019-2021 and 2018-2020 performance periods, which were significantly affected by the COVID-19 pandemic. These payout levels are consistent with the Company’s historical trend of being closely aligned with the changes in its stock price and the returns earned by its investors relative to those of the S&P 500 or its pay benchmarking companies. This is more clearly seen in the realizable pay and performance analysis covered beginning on page 35. In addition, the Company’s stock ownership guidelines and substantial executive stock ownership also created significant alignment with the share owners, as the value of those holdings reflect changes in the Company’s stock price.

  60. Incentive Plan Results: Reflect the Company’s Performance

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 31 |

  61. No Problematic Pay Practices

    No Problematic Pay Practices The Committee regularly monitors the Company’s pay practices, which are consistent with good corporate governance and identified best practices. The Committee has established the Clawback Policy as required by the SEC rules and NYSE listing standards. Double triggers have been established for receiving any benefits associated with a change-in-control. Further, the Company does not offer tax gross-ups for any severance benefits or executive perquisites, with the exception of a tax gross-up on the annual economic value of the executive life insurance benefit for Mr. Lopez (as the Committee previously determined that it was not in the share owners’ best interest to incur the costs that would be required to eliminate this contractually-based benefit). No other NEOs are eligible for tax gross-ups. The Company’s Stock Ownership and Retention Guidelines exclude unearned performance awards, which is consistent with stock ownership guidelines of other large companies. The Committee prohibits its directors, officers and employees from hedging their ownership of Company securities, whether such securities are granted as compensation or held directly or indirectly. This includes, but is not limited to, trading in publicly traded options, puts, calls, or other derivative instruments related to Company securities, such as zero cost collars and forward sale contracts.

  62. Compensation and Governance Practices

    | | | OUR COMPENSATION AND GOVERNANCE BEST PRACTICES | | | | WHAT THE COMPANY DOES/HAS | | | | ➢ Aligned Pay and Performance ➢ Appropriately Demanding Incentive Goals ➢ Incentive Metrics Aligned with Value Creation Strategy: higher earnings (EBIT and EPS), greater FCF, capital efficiency (ROIC) and stock price (equity awards and r-TSR modifier) ➢ Target Market Median Pay Levels based on pay data of peers and other industrial companies of similar revenue size ➢ Balanced Compensation Structure: fixed vs. variable; annual vs. long term; cash vs. stock; service vs. performance-based awards ➢ Majority (60% of target value) of LTI award delivered in performance-based awards vs. solely service-based equity ➢ One-year minimum vesting requirement for equity awards (subject to limited exceptions) ➢ Protective Non-Compete and Non-Solicitation Covenants Applicable to LTI Awards ➢ Common Annual Equity Award Date (March 7) | | | ➢ Stock Ownership and Retention Guidelines ➢ Anti-Hedging and Prohibition of Pledging Policy ➢ Double Trigger (i.e., a change in control and an involuntary termination) Requirement for Equity Vesting ➢ Clawback Policy in accordance with SEC rules and NYSE listing standards ➢ Annual Independent Risk Assessment of Compensation Programs ➢ Annual “Say on Pay” Vote ➢ Independent Compensation and Talent Development Committee ➢ Annual Review of Independence of Committee’s Advisors ➢ Limit on the annual value of combined cash and equity awards granted to non-employee directors | | | WHAT THE COMPANY DOES NOT DO/HAVE | | | | ➢ Uncapped annual or long-term performance incentives ➢ Use the same financial metric(s) in the annual and long-term incentive plans ➢ Pay Dividends or Dividend Equivalents on Unvested LTI awards ➢ Rely on Stock Options to deliver long-term incentive opportunities ➢ Permit repricing of Underwater Stock Options without share owner approval | | | ➢ Liberal Share Recycling ➢ Excessive Perquisites or Tax Gross-ups for Perquisites: See “Other Benefits” for details ➢ Excise Tax Gross-Ups upon Change in Control ➢ Single Trigger Change in Control Severance Payments ➢ Multi-Year Employment Contracts ➢ Include design elements in its incentive plans that encourage excessive risk taking |

  63. Compensation Benchmarking

    Compensation Benchmarking While realizable pay examines the alignment of the Company’s performance and the pay actually realized or realizable by those results, the Committee also annually reviews the competitiveness of the target pay opportunities provided to the Company’s senior leadership team (including the CEO and his key direct reports). This review encompasses all elements of target direct compensation: base salary, annual incentives and cash compensation (base salary + target annual incentives), LTI and direct compensation (base salary + target annual incentives + target LTI). In addition, the review examines the mix of total pay (fixed to variable pay, short to long-term compensation and cash to stock compensation) and LTI mix (stock awards versus options and service versus performance-based awards). The objectives of this review are to ensure the opportunities associated with the Company’s program are aligned with its pay philosophy, which targets market median but also considers internal equity between senior leadership team members.

  64. Market Data

    Market Data In determining compensation levels for the senior leadership team, the Committee reviews competitive market remuneration data including:

  65. Market Data

    | ● | proxies of companies in the peer group used to benchmark pay (shown below) solely for purposes of determining compensation levels of the Company’s CEO and CFO; and |

  66. Market Data

    | ● | surveys published by Aon Hewitt, Mercer and Willis Towers Watson are used to assess the target compensation for the Company’s other senior leaders and provide data reflecting the incumbent’s functional responsibilities and the appropriate revenue scope (corporate or region) of their operating unit. |

  67. Market Data

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 36 |

  68. Peer Group Companies

    Peer Group Companies While there is no other company of comparable size to the Company that also focuses purely on glass container production, the group of peer companies used to benchmark executive pay practices and pay levels for select officers is selected primarily from companies in the packaging and industrial manufacturing sectors that resemble the Company in size, business profile, global presence, asset intensity, and other relevant factors. After a review of the peer group companies in July 2022, the Committee determined the comparator group continued to be reasonable for benchmarking and pay comparisons with the Company and saw no compelling need to change the group of peer companies for 2023. Accordingly, the Company’s peer group of companies for 2023 consisted of the following:

  69. Peer Group Companies

    | | | Dollars in Millions | | | | | | | | | | | | | % Revs. | | | | | | Total | Mkt. | Enterp. | Outside | # of | | Company(1) | Industry | Revs.(1) | Assets(1) | Cap(2) | Value(2,3) | U.S.(4) | Emp. | | The Goodyear Tire & Rubber Company | Tires and Rubber | 20,066 | 21,582 | 4,060 | 12,896 | 51% | 71,000 | | Ball Corporation | Metal and Glass Containers | 14,029 | 19,303 | 18,136 | 26,900 | 44% | 21,000 | | Berry Global Group, Inc. | Metal and Glass Containers | 12,664 | 16,587 | 7,784 | 16,325 | 46% | 44,000 | | Crown Holdings, Inc. | Metal and Glass Containers | 12,010 | 15,034 | 11,024 | 17,991 | 63% | 25,000 | | Dana Incorporated | Auto Parts and Equipment | 10,555 | 7,965 | 2,109 | 4,912 | 57% | 41,800 | | Owens Corning | Building Products | 9,667 | 11,237 | 13,174 | 15,145 | 27% | 18,000 | | Oshkosh Corporation | Construction Machinery and Heavy Trucks | 9,658 | 9,129 | 7,091 | 8,088 | 17% | 17,300 | | Graphic Packaging Holding Company | Paper Packaging | 9,428 | 11,175 | 7,544 | 12,983 | 30% | 23,500 | | Dover Corporation | Industrial Machinery | 8,438 | 11,349 | 21,517 | 24,384 | 44% | 25,000 | | Avery Dennison Corporation | Paper Packaging | 8,364 | 8,210 | 16,280 | 19,350 | 69% | 35,000 | | Packaging Corporation of America | Paper Packaging | 7,802 | 8,681 | 14,491 | 16,541 | 5% | 14,900 | | Domtar Corporation(5) | Paper Products | 6,936 | 7,531 | NA | NA | 28% | 13,000 | | Sonoco Products Company | Paper Packaging | 6,781 | 7,192 | 5,473 | 8,793 | 29% | 23,000 | | American Axle & Manufacturing Holdings, Inc. | Auto Parts and Equipment | 6,080 | 5,356 | 1,031 | 3,389 | 64% | 19,000 | | Silgan Holdings Inc. | Metal and Glass Containers | 5,988 | 7,611 | 4,819 | 8,722 | 27% | 14,520 | | Sealed Air Corporation | Paper Packaging | 5,489 | 7,201 | 5,275 | 9,958 | 47% | 17,000 | | Greif, Inc. | Metal and Glass Containers | 5,219 | 5,961 | 3,079 | 5,602 | 36% | 12,000 | | Terex Corporation | Construction Machinery and Heavy Trucks | 5,152 | 3,616 | 3,867 | 4,315 | 46% | 10,200 | | The Timken Company | Industrial Machinery | 4,769 | 6,542 | 5,655 | 7,703 | 57% | 19,602 | | Flowserve Corporation | Industrial Machinery | 4,321 | 5,109 | 5,408 | 6,465 | 58% | 16,000 | | 75th Percentile | | 9,897 | 11,265 | 12,099 | 16,433 | 57% | 25,000 | | 50th Percentile | | 8,083 | 8,087 | 5,655 | 9,958 | 45% | 19,301 | | 25th Percentile | | 5,863 | 7,029 | 4,440 | 7,084 | 29% | 15,725 | | O-I Glass, Inc. | Metal and Glass Containers | 7,105 | 9,669 | 2,534 | 6,782 | 74% | 23,000 | | O-I Percentile Rank | | 43% | 65% | 8% | 24% | High | 63% |

  70. Peer Group Companies

    | (1) Fiscal 2023 financial data |

  71. Peer Group Companies

    | (2) Data as of December 31, 2023 |

  72. Peer Group Companies

    | (3) Enterprise value defined as market capitalization plus total debt plus total preferred equity plus minority interest less cash and short-term investments |

  73. Peer Group Companies

    | (4) Select companies’ data represent revenues for sales outside North America |

  74. Peer Group Companies

    | (5) Domtar Corporation operates as a subsidiary of Karta Halten B.V. Financial data are available for Domtar Corporation as it operates as a private company with public debt |

  75. Peer Group Companies

    After a review of the peer group companies in July 2023, the Committee decided to make the following changes to the group used to make pay decisions for 2024: replace Domtar Corporation and The Goodyear Tire and Rubber Company with AptarGroup and Pactiv Evergreen Inc., two companies with revenue within the desired range of O-I’s.

  76. Short-Term Incentive

    Short-Term Incentive The Company’s annual STI program is designed to promote the achievement of short-term financial results and motivate individual performance. For the 2023 STI program, the Committee changed the aFCF measure to FCF, which includes all cash payments for property, plant and equipment. In addition, the Committee eliminated the enterprise strategic objectives measure (weighted 10%) and increased the weight applied to the EBIT measure (from 70% to 80%), while maintaining the weight applied to the FCF measure (20%). The Committee had added enterprise strategic objectives as a new measurement area for the 2021 STI program in an effort to amplify attention and incentivize the significant cultural change management needed to achieve two of its key strategic initiatives: Global Capabilities and Performance Acceleration Gross Benefit Run Rate and Smart Spend. The reduction to the weight placed on this measure in 2022 and the elimination of the measure in 2023 signified the progress made by the Company over this timeframe and supported the increased weight on EBIT to a level consistent with its historical role in the STI program. After determining STI awards based on the Company’s achievement of the performance goals, the Committee can adjust each NEO’s STI payout by +/-20%, not to exceed a payout of 200%, based on the NEO’s performance against pre-established individual personal objectives, including environmental, social, and/or governance related objectives (discussed in more detail below under “Individual 2023 STI Payouts”).

  77. 2023 STI Program

    2023 STI Program

  78. Individual Target Opportunities

    Individual Target Opportunities Target awards for each NEO are expressed as a percentage of annual salary based on market competitiveness and considering the Company’s overall median pay philosophy. Achievement of threshold financial performance against the performance measures would result in a payout of 30% of the target opportunity, while maximum performance would yield a payout of 200% of the target. Target incentives are sufficient to produce median cash compensation (salary + annual incentives) if earned, with maximum incentives capable of producing top quartile pay if maximum performance goals are achieved or exceeded. If no STI awards are paid, pay for the Company’s NEOs would rank in the market’s bottom quartile on a cash compensation basis. For 2023, the NEOs’ individual target STI opportunities were as follows and reflect the Company’s pay philosophy, target STI opportunities in the market for executives with similar roles, the importance of each NEO’s role in achieving annual incentive goals and internal equity:

  79. 2023 STI Targets and Performance Results

    2023 STI Targets and Performance Results The STI performance targets and performance results for the enterprise are as follows (dollars in millions):

  80. 2023 STI Targets and Performance Results

    | | | | | | | Payout | Weighted Payout | | | | Enterprise Performance Range | | | | as % of | as % of | | | | Threshold | Target | Maximum | Actual | Target | Target | | Measure | Weight | 30% | 100% | 200% | Results | Award | Award | | EBIT | 80% | $730 | $901 | $1,000 | $943(I) | 142.4% | 114.0% | | FCF | 20% | $105 | $150 | $195 | $123(I) | 57.6% | 11.5% |

  81. Total Payout: 125.5%

    Total Payout: 125.5% (1) See Appendix A for a calculation of this measure.

  82. Total Payout: 125.5%

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 40 |

  83. Total Payout: 125.5%

    Management and the Committee believe this result is aligned with the underlying operating performance of the Company for 2023.

  84. Individual 2023 STI Payouts

    Individual 2023 STI Payouts In addition to the Company’s performance in 2023 compared to the 2023 STI performance targets in determining STI payouts, the Committee considers the individual performance of each NEO in achieving pre-established individual personal objectives. Per the plan’s design, individual payouts based on the Company’s achievement of its performance goals can be adjusted by +/-20%, not to exceed a payout of 200%, based on each NEO’s performance against their personal objectives, including environmental, social, and/or governance related objectives. For the 2023 STI awards, no NEO received an adjustment to his STI payout. For 2023, the individual payouts were as follows:

  85. Individual 2023 STI Payouts

    | | | | | | | STI | Discretionary | | Actual | Actual | Actual | | | | Annual | Target | Target | | Payout | Adjustment | | Payout | Payout | Payout | | Name | | Salary (1) | | $ | | | | | | % of Earnings | % of Target | | Andres A. Lopez | | 1,132,875 | 150% | | 1,699,313 | 125.5% | 100% | | 2,133,079 | 188.3% | 125.5% | | John A. Haudrich | | 730,000 | 80% | | 584,000 | 125.5% | 100% | | 733,016 | 100.4% | 125.5% | | Darrow A. Abrahams | | 553,250 | 75% | | 414,938 | 125.5% | 100% | | 520,897 | 94.2% | 125.5% | | Arnaud Aujouannet | CHF | 523,500 | 50% | CHF | 261,750 | 125.5% | 100% | CHF | 366,463 | 70.0% | 140.0% | | Vitaliano Torno | CHF | 848,750 | 75% | CHF | 636,563 | 125.5% | 100% | CHF | 891,301 | 105.0% | 140.0% |

  86. Individual 2023 STI Payouts

    | (1) Represents actual annual salary paid in respect of fiscal year 2023. |

  87. Payout History

    Payout History The Company has a history of setting reasonably demanding goals. Over the past five years, as demonstrated by the chart below, STI payouts for the Company have ranged from 0% to 180% (before applying reduction for safety challenges to 2021 results) of target, with an average payout of 106%. Furthermore, the pay and performance analyses of the actual cash compensation earned by the Company’s CEO and CFO versus that of their peers has been aligned with the Company’s annual financial performance relative to peers. Finally, annual STI payout levels (as a percent of target) have generally reflected the Company’s annual TSR performance relative to the S&P 500 (e.g., payout above target when the Company’s annual TSR is above the S&P median, below target when TSR for the year was below the S&P median).

  88. STI Payout History for Enterprise Avg. Payout 106%

    STI Payout History for Enterprise Avg. Payout 106%

  89. Long-Term Incentives

    Long-Term Incentives Long-term incentive compensation is delivered solely in the form of equity. This component of the executive compensation package rewards each NEO’s contributions to the Company, provides motivation to achieve the Company goals, builds

  90. Long-Term Incentives

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 41 |

  91. Long-Term Incentives

    stock ownership to strengthen the alignment with share owners’ interests, drives share owner value over time and is an important retention tool.

  92. Equity Grant Practices

    Equity Grant Practices The Committee has established a formal process to govern equity grants. The same process is used for all employees receiving equity grants, including the NEOs. Each year, the Committee is asked to determine the overall pool (dollar value) of equity available for awards during the upcoming year’s grant cycle. In making a proposal to the Committee, the Company reviews the prior year grants, current competitive market data, shares available under the approved equity plan, annual share usage, total potential dilution data, and the expense of its equity program relative to its peers, as well as each executive officer’s overall compensation package in relation to the market. Once the overall amount of equity available is determined, the CEO makes individual award recommendations for each senior executive. These recommendations are presented to the Committee for review and approval. The Committee works with Pay Governance, its executive compensation consultant, to determine the grant value for the CEO using the same general criteria. The Committee set March 7 of each year as the common grant date for annual equity awards. This date falls outside of the quarterly blackout periods prescribed under the Insider Trading Policy applicable to all NEOs. In addition, a common grant date for annual grants minimizes the perception of market timing. The Committee retains the discretion to make equity grants off-cycle for situations such as promotions, external hires and market compensation adjustments.

  93. LTI Mix

    LTI Mix The Committee uses a balanced approach to delivering LTI by awarding 60% of target value in the form of PSUs and 40% in the form of time-based RSUs. The Committee believes that this emphasis on performance-based LTI awards is aligned with management’s share owner value creation efforts. To determine the number of PSUs and RSUs to grant, the total target LTI award value is multiplied by the percentage of PSUs and RSUs (60% and 40%, respectively) and then the resulting value is divided by the Common Stock price on the date of grant. For example, assuming an overall LTI award with a value of $100,000 and a stock price of $20.00, the number of PSUs and RSUs granted would be calculated as follows: If the performance goals are met at the end of the three-year performance period (subject to continued service through the end of the performance period), PSUs are settled in an equivalent number of shares. RSUs vest in one-third increments on each of the three anniversaries following the grant date (subject to continued service through the applicable vesting date). Awards are granted with tandem dividend equivalents, which confer on the holder of such PSUs and RSUs the right to receive dividend equivalent payments for dividends declared over the portion of the performance period or time-vesting period (as applicable) during which such units remain outstanding. Such dividend equivalents are payable only if and when the underlying unit vests and will generally be paid in cash upon or shortly after vesting of the underlying unit. The value of the shares received from vested PSUs and RSUs is tied to the Company’s stock price, which provides share owner alignment. The Committee also believes the LTI mix provides a balanced incentive program that limits compensation plan risk.

  94. LTI Mix

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 42 |

  95. LTI Mix

    PSUs have a strong pay for performance orientation and are a large enough portion of overall potential compensation to have a meaningful impact on the NEOs’ total realized compensation depending on Company performance and total share owner return. The use and overall weighting of PSUs focus executives on fundamental long-term financial goals in addition to stock price performance. RSUs are intended to foster long-term retention of the Company’s NEOs, while still providing alignment of compensation with share owners. This combination of long-term incentive awards, along with the Company stock ownership and retention guidelines (described below), promotes alignment with share owner interests.

  96. Individual Award Opportunities

    For Messrs. Lopez, Haudrich, and Abrahams, the increase in target LTI value was to bring their LTI values closer to the market median level and also to recognize their performance in their roles. For Messrs. Aujouannet and Torno, the year over year change in value is the result of the change in the CHF to U.S. currency conversion rates. In addition to his annual LTI grant, the value of which is set forth in the table above, Mr. Abrahams received a one-time additional grant (also delivered 60% in PSUs and 40% in RSUs) valued at $200,000 on March 7, 2023 in recognition of his contributions to achieve the final and fair resolution of Paddock Enterprises, LLC’s legacy asbestos-related liabilities. The amount ultimately earned with respect to RSUs will be a result of the performance of the Company’s stock. The amount earned for PSUs will be a result of the performance of the Company’s stock as well as the Company’s performance against pre-established financial goals for the three-year period.

  97. Performance Stock Units

    Performance Stock Units PSUs reward financial performance of the Company over a three-year cycle. The vesting of PSUs is based on the financial performance of the Company as a whole (total or consolidated Company results), as this increases the focus on long-term results that drive share owner value. Payouts in respect of grants made in 2023 are based on annual results over a three-year performance cycle of January 1, 2023 - December 31, 2025. Awards are based on the Company’s annual performance for the full three-year period as measured by EPS and ROIC, metrics the Company consistently has used to determine payouts under past PSU cycles. The Committee believes this design enhances the program’s ties to delivering sustained, long-term financial results.

  98. Performance Stock Units

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 43 |

  99. Performance Stock Units

    | Measure | Weight | Definition | | EPS | 50% | Diluted earnings per share from continuing operations attributable to the Company before items that are not representative of ongoing operations also excluding the impact of acquisitions and divestitures and non-service pension costs. | | ROIC | 50% | EBIT (1), multiplied by one minus the Company’s tax rate (excluding items that management considers not representative of ongoing operations), divided by the sum of total debt and total share owners’ equity. For the three-year performance period, the Committee elected to hold constant the pension/retiree medical portion of Accumulated Other Comprehensive Income (“AOCI”). | | Three-Year r-TSR Payout Modifier | Applies to all PSUs | Relative three-year TSR compared to the companies in the Material Sector of the S&P 1500 index as of the grant date |

  100. Performance Stock Units

    | (1) EBIT not adjusted for foreign exchange. |

  101. Performance Stock Units

    The Committee excludes certain items from determining the Company’s performance relative to its PSU metrics: changes in pension/retiree medical portion of AOCI, non-service pension costs, impact of acquisition/divestitures and share buy-backs above dilution to the extent they are not included in the computation of the related target. The exclusion of these items provides a more reasonable assessment of the Company’s performance and management’s success in meeting the Committee’s objectives.

  102. Performance Stock Units 2023-2025 Cycle

    Performance Stock Units 2023-2025 Cycle The potential payout for the PSUs granted in 2023, which had a three-year performance cycle commencing January 1, 2023 and ending December 31, 2025, continues to be based on O-I’s achievement of EPS and ROIC goals, based on the achievement of annual improvements in EPS and ROIC over the three-year performance period. The levels of improvement were set in 2023. More specifically, EPS and ROIC targets for the first year of the cycle (2023) were based on the Company’s annual operating plan for the year, which required significant improvement over the results from 2022. Performance targets for subsequent years (2024 and 2025) are based on the Company’s EPS and ROIC performance for the prior year (2023 in the case of 2024 and 2024 in the case of 2025) plus the target levels of improvement for the year approved by the Committee in 2023. Achievement levels for each year of the period apply to one-third of the PSUs when determining the initial level of payout, which are then adjusted by the Company’s r-TSR results for the full three-year period.

  103. Performance Stock Units 2023-2025 Cycle

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 45 |

  104. Performance Stock Units 2023-2025 Cycle

    The following illustrates how this would work for an executive with a target award of 1,200 PSUs (400 units per annum): The threshold, target and maximum values for the performance criteria were determined considering the Company’s expected annual rates of improvement in EPS and ROIC. When setting the targets, the Committee’s independent executive compensation consultant, Pay Governance, conducts an assessment of the difficulty of its financial goals from various perspectives, including the Company’s historic payout results, as well as a comparison of proposed goals versus: previous goals, public guidance, analyst estimates, historic performance, peer historic performance and analyst estimates for peers. The Committee includes this assessment as part of its review and approval of the financial targets and measure weightings for each plan year after considering the overall Company budget (as approved by the Board of Directors), the state of the industry and other external economic factors for the Company overall. Performance is based on the Company’s absolute performance. The assessment found the Company’s EPS and ROIC goals to be challenging. No award is earned if performance against each of the measures is below the threshold performance level relative to the targets established by the Committee. If performance for a given measure meets or exceeds the threshold level, NEOs can earn from 30% to 200% of target for that measure, subject to the r-TSR modifier. The Committee reviews audited financial results prior to determining the amount of any award earned, and there is no discretion applied to individual payout amounts. PSUs generally do not vest until the end of the three-year performance period, subject to achievement of the pre-established goals.

  105. Performance Stock Unit 2021-2023 Cycle Results

    Performance Stock Unit 2021-2023 Cycle Results For PSUs granted in 2021, which had a three-year performance cycle commencing January 1, 2021 and ending December 31, 2023, EPS and ROIC performance were above target payout level for each year, 2021, 2022, and 2023) resulting in an average PSU payout of 166.4%, before applying the three-year r-TSR modifier. (No payouts were earned for the prior cycles, 2018-2020, 2019-2021, and 2020-2022.)

  106. Performance Stock Unit 2021-2023 Cycle Results

    | | | | S&P 1500 GICS 1510: Materials (1) | | | | | | O-I Cume TSR | | Cumulative TSR %ile Results(2) | | Percentile | | | Measurement Period | | 25th %ile | 50th %ile | 75th %ile | Ranking (%)(3) | r-TSR Modifier | | 1/1/2021 - 12/31/2023 | 38% | (5)% | 27% | 72% | 59% | 1.07 | | | ($11.90-$16.38) | | | | | |

  107. Performance Stock Unit 2021-2023 Cycle Results

    (1) Companies comprising the S&P 1500 GICS 1510 as of March 7 in the first year of the performance period (2) TSR results exclude companies acquired or spun‐off during the performance period (3) Linear interpolation applied for percentile rankings between the 25th and 75th percentiles

  108. Performance Stock Unit 2021-2023 Cycle Results

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 46 |

  109. Performance Stock Unit 2021-2023 Cycle Results

    | | | | | | | | | Wtd. | | Final | | | | | | | | | Payout | Payout | | Payout | | | | | Threshold | Target | Maximum | Actual | (as % of Target | (as % of Target | r-TSR | (as % of Target | | Period | Measure | Weight | 30% | 100% | 200% | Results (1) | Award) | Award) | Modifier | Award) | | 2021 | EPS | 50% | $1.25 | $1.67 | $2.00 | $1.83 | 147.9% | 74.0% | | | | | ROIC | 50% | 6.00% | 8.00% | 9.60% | 8.64% | 140.0% | 70.0% | | | | | | | | | | | | 144.0% | 1.07 | 154.0% | | 2022 | EPS | 50% | $1.48 | $1.98 | $2.37 | $2.30 | 182.1% | 91.0% | | | | | ROIC | 50% | 6.41% | 8.54% | 10.25% | 9.19% | 138.0% | 69.0% | | | | | | | | | | | | 160.0% | 1.07 | 171.0% | | 2023 | EPS | 50% | $1.86 | $2.48 | $2.98 | $3.09 | 200.0% | 100.0% | | | | | ROIC | 50% | 6.97% | 9.29% | 11.15% | 10.97% | 190.3% | 95.2% | | | | | | | | | | | | 195.2% | 1.07 | 208.8% | | | | | | | | | | | Overall: | 178.0% |

  110. Performance Stock Unit 2021-2023 Cycle Results

    | (1) See Appendix A for a calculation of these measures. |

  111. Performance Stock Unit Payout History

    Performance Stock Unit Payout History Since the Company’s PSUs are truly performance based, the target levels established at the beginning of each performance period represent goals that are challenging to achieve and incentivize improvement over prior years. Over the past five years, PSU payouts have ranged from 0% to 178% of target, based on the actual performance levels achieved, with an average payout over the past five years of 54% (as demonstrated by the chart below). As with the Company’s STI payout levels, historical PSU payouts generally have reflected the Company’s TSR results versus the S&P 500 (e.g., below target payout for three-year TSR below the median of the S&P, above target payout for above median TSR).

  112. PSU Payout History for Enterprise Avg. Payout 54%

    PSU Payout History for Enterprise Avg. Payout 54%

  113. Double Trigger Change in Control Vesting for Equity Awards

    Double Trigger Change in Control Vesting for Equity Awards Awards under the Company’s equity incentive plan require a “double-trigger,” or both a change in control and an involuntary termination, in order for equity awards to vest upon a termination of employment. For additional information, see “Potential Payments upon Termination or Change in Control” below.

  114. Risk Assessment

    Risk Assessment The Committee conducts an annual assessment of the Company’s executive compensation practices and the relationship between its executive compensation program design and organizational risk. The STI program for 2023 was profit-based (EBIT) and cash-based (FCF), which was similar to the previous year. In addition, while the Company retained its general structure for its 2023 LTI program (e.g., mix of time and performance-based shares, measures used for determining the vesting of PSUs), it continued to utilize the approach to defining and setting long-term goals which was initially adopted in 2021 to recognize some uncertainties present in certain of the Company’s markets. The Company also conducted an enterprise risk assessment of its compensation programs and policies from legal, human resources, auditing and risk management perspectives, the results of which were reviewed and discussed with the Committee. Based on both of these assessments, the Company concluded that its compensation programs and practices are not reasonably likely to have a future material adverse effect on the Company. In reaching this conclusion, the Company considered several items that mitigate the Company’s level of risk exposure.

  115. Risk Assessment

    | | ● ● ● ● ● ● ● ● ● | | Risk Mitigation Measures | ● The Company’s pay mix, especially regarding LTI, is generally consistent with peer practices; ● There is a direct cap on payouts (200% of target for STI and 240% of target for PSUs (assuming a payout of 200% of target with an r-TSR modifier of +20%)) and the Committee has the ability to negatively adjust performance goals and incentive payouts to help limit risk; ● The Company’s incentive plans incorporate multiple performance measures that balance its income statement, balance sheet, growth, profitability, cash generation and capital efficiency, all of which are aligned with its long-term strategy for value creation; ● Target setting considers internal budgeting and external market factors; ● Multiple LTI equity vehicles (but excluding options), stock ownership guidelines and share retention requirements align the interests of NEOs and share owners; ● The Clawback Policy requires the Company to recoup erroneously awarded incentive compensation in the event the Company is required to prepare an accounting restatement; ● The Company has double trigger (not single trigger) change in control vesting for equity awards; ● An anti-hedging and prohibition of pledging policy helps prevent material adverse risk; and ● The Committee regularly reviews executive stock ownership, plane usage and other governance policies that promote share owner interests. |

  116. Tax and Regulatory Considerations

    Tax and Regulatory Considerations When reviewing compensation matters, the Committee considers the anticipated tax consequences to the Company (and, when relevant, to the executive officers) of the various payments under its compensation programs. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million in any taxable year to its chief executive officer and certain other “covered employees”. The Company believes that maintaining the discretion to evaluate the performance of its executive officers through the use of performance-based compensation is an important part of its responsibilities and benefits its share owners, even if it may be non-deductible under Section 162(m). The Committee has historically considered the potential impact of Section 162(m) as well as other tax and accounting consequences when developing and implementing the Company’s executive compensation programs. However, the Committee retains the discretion and flexibility to design and administer compensation programs that are in the best interests of the Company and its share owners. The Company follows Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of PSUs, time-based RSUs and other equity-based awards under equity incentive award plans have been and will be accounted for under ASC Topic 718. The Company expects that it will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to its equity incentive award plans and programs. As accounting standards change, the Company may revise certain programs to appropriately align accounting expenses of its equity awards with its overall executive compensation philosophy and objectives. For further information on the Company’s accounting for its stock-based compensation awards, refer to its Annual Report on Form 10-K for the year ended December 31, 2023.

  117. Executive Severance Policy

    Executive Severance Policy Certain Company executives, including all NEOs, are eligible for severance under the Company’s Amended and Restated Executive Severance Policy (the “Policy”) in the event that the executive is terminated by the Company without cause at any time, or if during the 24-month period following a change in control of the Company (as determined under the 2017 Incentive Award Plan) he or she terminates for “good reason” (as defined in the Policy). Upon a qualifying termination under the Policy, an eligible executive will receive a lump sum severance benefit equal to two times his or her base salary and target bonus, plus Company-paid continued health benefits for up to 24 months. If the provision of health benefits, however, would cause a violation of applicable law or a negative tax consequence for the Company, then the Company will pay the executive the fully taxable value of the health benefits in cash. During the two-year severance period, executives will also be entitled to standard outplacement assistance offered by the Company from time to time. If the severance benefits, along with any other payments occurring in connection with a change in control, were to cause the executive to be subject to the excise tax provisions of Section 4999 of the Internal Revenue Code, then the amount of the severance benefits will either be reduced, such that the excise tax would not be applicable, or the executive will be entitled to retain his or her full severance benefits (with the executive responsible for paying any tax obligations), whichever results in the better after-tax position to the executive. In exchange for being eligible for the severance benefits under the Policy, an executive must enter into a restrictive covenant agreeing not to compete with the Company or solicit the Company’s employees for a period of two years following termination of service to the extent enforceable in the applicable jurisdiction. Additionally, in order to receive severance under the Policy, the executives must agree not to disclose confidential information or disparage the Company and must sign a release of claims in favor of the Company before receiving any severance under the Policy. If the executive is a party to an agreement providing severance benefits, he or she will receive benefits under either the Policy or such other agreement, whichever provides the greater benefit, but may not receive severance under both.

  118. Other Benefits

    | a | | | | | | Company Benefits & Perquisites | Value Provided by the | | | | | U.S. Executives | Company | Lopez | Haudrich | Abrahams | | Health & Welfare | | | | | | Health, Dental, Vision, Short- & Long-Term Disability | Comprehensive coverage | ● | ● | ● | | Retiree Medical | | ● | | | | Supplemental Universal Life (hired prior to 2006) | 3x Base Salary | ● | | | | Supplemental Term Life (hired after 2006) | 3x Base Salary | | ● | ● | | Retirement—Qualified | | | | | | Salary Retirement Plan (DB(1))(3) | 1.212% × Pay(4) × Service + 0.176% × Pay(5) × Service | ● | | | | Stock Purchase & Savings Program (DC(2)) | 3% Base Salary(6) | ● | ● | ● | | Stock Purchase & Savings Program (DC(2)) | 50% up to first 10% Base Salary + annual incentive(8) | ● | ● | ● | | Retirement—Non-Qualified | | | | | | Supplemental Retirement Benefit Plan (DB(1)) | 1.212% × Pay(4) × Service + 0.176% × Pay(5) × Service | ● | | | | Unfunded Executive Deferred Savings Plan (DC(2)) | Defer up to 100% Base Salary with Interest(7) | ● | ● | ● | | Unfunded Executive Deferred Savings Plan (DC(2)) | 3% Base Salary(6) | ● | ● | ● | | Unfunded Executive Deferred Savings Plan (DC(2)) | 50% up to first 10% Base Salary + annual incentive(8) | ● | ● | ● | | Perquisites | | | | | | Financial Planning & Tax Preparation | Up to $15,000 per year | ● | ● | ● | | Physical Examination | Up to $4,000 per year | ● | ● | ● | | Personal Aircraft Usage | Up to 50 hours per year(9) | ● | | | | Home Security System(11) | Approximately $500 per year | ● | | |

  119. Other Benefits

    | (4) Pay is based on average annual earnings for high three years of salary plus annual incentive (if applicable). |

  120. Other Benefits

    | (6) The Company contributes 3% of the participant’s base salary plus annual incentive (up to the IRS maximum recognizable compensation level) to the qualified Stock Purchase & Savings Program. The Company contributes 3% of the participant’s base salary plus annual incentive in excess of the IRS maximum recognizable compensation level to the non-qualified EDSP. |

  121. Other Benefits

    | (8) The Company matches 50% of the participant’s contribution to the SPASP up to the first 10% of the participant’s base salary plus annual incentive (up to the IRS maximum recognizable compensation level). The Company matches 50% of the participant’s contribution up to the first 10% of base salary plus annual incentive in excess of the IRS maximum recognizable compensation level to the non-qualified EDSP. |

  122. Executive Compensation Consultant

    Executive Compensation Consultant To assist the Committee in carrying out its duties and responsibilities, the Committee engages the services of an executive compensation consultant. The consultant provides the Committee with competitive market compensation data for senior executives and information on current issues and trends on executive compensation program design and governance; advises the Committee on the overall design and implementation of the Company’s executive compensation programs, and provides various analyses related to incentive plan structure and award levels; assists with proxy disclosure requirements; and provides ongoing advice to the Committee on regulatory and other technical developments that may affect the Company’s executive compensation programs.

  123. Executive Compensation Consultant

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 54 |

  124. Executive Compensation Consultant

    For 2023, the Committee continued to engage Pay Governance as its executive compensation consultant. The Company does not, and did not in 2023, engage Pay Governance or any of its affiliates with respect to any other consulting services. During 2023 specifically, the compensation consultant supported the Committee by: (i) reviewing the peer group used by the Committee for benchmarking; (ii) providing competitive market data on compensation for executives covered by the Committee’s charter; (iii) analyzing the historical alignment of the Company’s pay and performance versus the peer group; (iv) providing advice with respect to executive compensation matters, including annual and long-term incentive plan design, difficulty of the Company’s incentive plan goals, approaches for setting goals for performance-based long-term incentives, share utilization, pay mix and target pay opportunities for key executives, including the CEO; (v) assisting the Company and Committee in considering and designing changes to the pay program; (vi) conducting a risk assessment of the Company’s compensation practices, as discussed previously; (vii) assisting the Company in its proxy disclosure, its Say on Pay proposal, and outreach to proxy advisors; (viii) advising the Committee about regulatory and legislative updates as well as market trends, including the role of ESG performance goals in incentive plans and structure of its SEC/NYSE-compliant Clawback Policy; (ix) assessing the competitiveness of the Company’s pay program for directors and proposing appropriate changes; (x) determining the Company’s relative TSR performance for its PSU awards; and (xi) participating in the Committee’s meetings during the year. In its capacity as the executive compensation consultant to the Committee, the consultant reports directly to the Committee and the Committee retains sole authority to retain and terminate the consulting relationship. In carrying out its responsibilities, the executive compensation consultant will typically collaborate with management to obtain data, provide background on program history and operation, and clarify pertinent information. Working under the Committee’s direction, both the Committee and management will review and discuss key issues and alternatives during the development of recommendations and prior to presentation for final approval. The Committee also reviewed the nature and extent of the relationship between the Committee, the Company and its compensation consultant and the individuals at the consulting firm providing advice to the Committee and the Company with respect to any potential conflicts of interest. The Committee considered the following six factors in its evaluation:

  125. Executive Compensation Consultant

    | ● | provision of other services offered by the consulting firm; |

  126. Executive Compensation Consultant

    | ● | amount of fees paid by the Company to the consulting firm, and those fees as a percentage of total revenue paid to all affiliates; |

  127. Executive Compensation Consultant

    | ● | the policies and procedures that each consultant has in place to prevent conflicts of interest; |

  128. Executive Compensation Consultant

    | ● | any business or personal relationships of the consultant with any members of the Committee; |

  129. Executive Compensation Consultant

    | ● | any Company stock held by any of the individual consultants responsible for providing compensation advice to the Committee; and |

  130. Executive Compensation Consultant

    | ● | any business or personal relationships between Company executives and the compensation consulting firm. |

  131. Executive Compensation Consultant

    Based on that review, the Committee believes that there were during 2023, and are currently, no conflicts of interest or potential conflicts of interest that would unduly influence Pay Governance’s ability to provide the Committee candid, direct and objective advice that is independent of management, and that the advice received by the Committee is not influenced by any other economic relationship that either firm, or any of the individuals at either firm responsible for providing compensation advice to the Committee, has with the Company. To ensure ongoing independence and objectivity of advice, the executive compensation consultant:

  132. Executive Compensation Consultant

    | ● | is engaged by and reports directly to the Committee and its Chair; |

  133. Executive Compensation Consultant

    | ● | can be terminated only by the Committee or its Chair; |

  134. Executive Compensation Consultant

    | ● | meets as needed with the Committee in executive sessions that are not attended by any of the Company’s officers; |

  135. Executive Compensation Consultant

    | ● | has direct access to all members of the Committee during and between meetings; |

  136. Executive Compensation Consultant

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 55 |

  137. Executive Compensation Consultant

    | ● | does not permit the individuals responsible for providing compensation advice to the Committee to act as the client relationship manager of his/her firm with regards to other business for the Company; and |

  138. Executive Compensation Consultant

    | ● | cannot directly, or indirectly, through a member of the consulting team, participate in any activities related to other consulting services provided to the Company. |

  139. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  140. 2023 Summary Compensation Table

    | | | | | | | Change in | | | | | | | | | | Pension Value | | | | | | | | | | and Non- | | | | | | | | | Non-Equity | Qualified | | | | | | | | Stock | Incentive Plan | Deferred Comp | All Other | | | Name and Principal Position | Year | Salary($) | Bonus ($) | Awards ($)(2) | Compensation ($)(3) | Earnings ($)(4) | Compensation ($)(5) | Total ($) | | Andres A. Lopez | 2023 | $1,132,875 | $— | $7,654,430 | $2,133,079 | $383,892 | $475,492 | $11,779,768 | | President and Chief Executive Officer | 2022 | 1,081,500 | — | 7,737,321 | 2,920,050 | — | 505,603 | 12,244,474 | | | 2021 | 1,073,625 | — | 6,528,455 | 2,666,885 | 212,705 | 312,825 | 10,794,495 | | John A. Haudrich | 2023 | $730,000 | $— | $2,041,173 | $733,016 | $— | $136,475 | $3,640,664 | | Senior Vice President and | 2022 | 703,000 | — | 2,049,069 | 1,062,936 | — | 122,224 | 3,937,229 | | Chief Financial Officer | 2021 | 663,750 | — | 1,728,914 | 879,336 | — | 90,387 | 3,362,387 | | Darrow A. Abrahams | 2023 | $553,250 | $— | $1,181,748 | $520,898 | $— | $70,848 | $2,326,744 | | Senior Vice President, General Counsel | 2022 | 513,500 | — | 876,355 | 600,795 | — | 59,885 | 2,050,535 | | and Corporate Secretary | 2021 | 458,333 | — | 642,140 | 493,350 | — | 53,960 | 1,647,783 | | Arnaud Aujouannet(1) | 2023 | $583,905 | $— | $441,449 | $366,463 | $496,205 | $59,499 | $1,947,521 | | Senior Vice President and Chief | 2022 | 521,090 | — | 470,553 | 521,090 | 207,696 | 55,434 | 1,775,863 | | Sales and Marketing Officer | 2021 | 515,299 | — | 360,922 | 469,447 | 223,626 | 53,014 | 1,622,308 | | Vitaliano Torno(1) | 2023 | $946,685 | $— | $766,699 | $891,301 | $808,534 | $40,442 | $3,453,661 | | Senior Vice President Global Business | 2022 | 836,052 | — | 817,274 | 1,128,670 | 594,994 | 33,682 | 3,410,672 | | Operations and President O-I Europe | 2021 | 859,674 | — | 721,831 | 1,067,715 | 725,594 | 31,291 | 3,406,105 |

  141. 2023 Summary Compensation Table

    | (1) For Messrs. Aujouannet and Torno, amounts paid in Swiss Francs were converted to U.S. Dollars at the average of the exchange rates as published by Bloomberg on the last business day of each month during 2023. |

  142. 2023 Summary Compensation Table

    | (2) Amounts in this column reflect the grant date fair market value of RSUs and PSUs (at target level) granted in the year indicated as computed in accordance with FASB ASC 718. For a discussion of the assumptions made in the valuation reflected in this column, See Note 17 to the Consolidated Financial Statements for 2023 contained in the Annual Report Form 10 K filed with the SEC on February 14, 2024. |

  143. 2023 Summary Compensation Table

    In the event the PSUs pay out at maximum value of 240% (200% payout with r-TSR modifier of +20%), the total potential maximum value for grants of 2023 PSUs would be: For Mr. Lopez, $11,530,631. For Mr. Haudrich, $3,074,810. For Mr. Abrahams, $1,780,186. For Mr. Aujouannet, $664,999. For Mr. Torno, $1,154,966.

  144. 2023 Summary Compensation Table

    | (3) Amounts in this column reflect STI awards made pursuant to the Third Amended and Restated 2017 Incentive Award Plan. |

  145. 2023 Summary Compensation Table

    | (4) Amounts in this column reflect the increase in the present value of the accumulated benefits under the following: Mr. Lopez – the Salary Retirement Plan, the Supplemental Retirement Benefit Plan, and the International Pension Plan; and Messrs. Aujouannet and Torno – the Swiss Pension Plan. |

  146. 2023 Summary Compensation Table

    The Company closed participation to the Salary Retirement Plan and the SRBP effective December 31, 2004. As a result, Messrs. Abrahams, and Haudrich did not participate in these plans. The Salary Retirement Plan and the International Pension Plan were frozen as of December 31, 2015. Participants maintain benefits accrued as of the freeze date but will not accrue additional benefits beyond the freeze date. The Company’s NEOs did not accrue any preferential or above market earnings on their non-qualified deferred compensation.

  147. 2023 Summary Compensation Table

    | (5) All other compensation for 2023 is summarized below: |

  148. 2023 Summary Compensation Table

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 58 |

  149. 2023 Summary Compensation Table

    | | | | Company | Company | | | | | | | | Contributions | Contributions to | | | | | | Executive | | to Qualified | Non-Qualified | | | | | | Life | | Stock | Executive | | | | | | Insurance | Personal Use | Purchase & | Deferred | Other | | | | | Premium | of Company | Savings | Savings | Miscellaneous | Tax | | | | (a) | Aircraft (b) | Program (c) | Program (d) | Income (e) | Payments (f) | Total | | Andres A. Lopez | $19,445 | $181,561 | $24,900 | $213,521 | $23,448 | $12,616 | $475,492 | | John A. Haudrich | 4,607 | — | 24,900 | 87,828 | 19,139 | — | $136,475 | | Darrow A. Abrahams | 3,370 | — | 24,900 | 39,721 | 2,857 | — | $70,848 | | Arnaud Aujouannet | — | — | — | — | 59,499 | — | $59,499 | | Vitaliano Torno | — | — | — | — | 40,442 | — | $40,442 |

  150. 2023 Summary Compensation Table

    | (a) For Mr. Lopez, this amount is attributable to premiums paid during 2023 by the Company in connection with life insurance policies issued pursuant to the Executive Life Insurance Plan and participation agreements entered into with the Company. For Messrs. Haudrich and Abrahams, the amounts represent the actual premium payments for executive life insurance policies with a face value equal to three times base annual salary for the NEO plus $60,000 for accidental death and dismemberment coverage. |

  151. 2023 Summary Compensation Table

    | (b) The amount shown in this column represents the variable costs for personal use of Company aircraft by Mr. Lopez. Variable costs were calculated based on a methodology that reflects average costs of operating the aircraft, such as fuel costs, trip related maintenance, crew travel expenses, trip related fees and storage costs, onboard catering and communications charges, and other miscellaneous variable costs. Since the aircraft is used primarily for business travel, fixed costs that do not change based on usage such as pilot compensation, the purchase or lease costs of the aircraft, and maintenance not related to travel are excluded. |

  152. 2023 Summary Compensation Table

    | (c) The amount shown in this column for Mr. Lopez represents the Company match of $15,000 plus the 3% Company base salary contribution of $9,900 to the SPASP. |

  153. 2023 Summary Compensation Table

    The amount shown in this column for Mr. Haudrich represents the Company match of $15,000 plus the 3% Company base salary contribution of $9,900 to the SPASP. The amount shown in this column for Mr. Abrahams represents the Company match of $15,000 plus the 3% Company base salary contribution of $9,900 to the SPASP. As Messrs. Aujouannet and Torno are based in Switzerland, they are not participants in these plans.

  154. 2023 Summary Compensation Table

    | (d) The amount shown in this column for Mr. Lopez represents the Company match of $187,646 plus the 3% Company base salary contribution of $25,875 to the EDSP. |

  155. 2023 Summary Compensation Table

    The amount shown in this column for Mr. Haudrich represents the Company match of $75,828 plus the 3% Company base salary contribution of $12,000 to the EDSP. The amount shown in this column for Mr. Abrahams represents the Company match of $33,024 plus the 3% Company base salary contribution of $6,697 to the EDSP. As Messrs. Aujouannet and Torno are based in Switzerland, they are not participants in these plans.

  156. 2023 Summary Compensation Table

    | (e) The amount shown in this column for Mr. Lopez represents $13,074 for reimbursement of professional advice related to tax, estate planning and financial planning; $2,275 for the cost of an annual executive physical; $1,733 for the personal use of a car service; $5,749 for dividend equivalents; and $617 for home security costs. |

  157. 2023 Summary Compensation Table

    The amount shown in this column for Mr. Haudrich represents $15,000 for reimbursement of professional advice related to tax, estate planning and financial planning;$3,007 for the personal use of a car service and $1,132 for dividend equivalents. The amount shown in this column for Mr. Abrahams represents $2,755 for the cost of an annual executive physical; and $102 for dividend equivalents. The amount in this column for Mr. Aujouannet represents $50,862 for car allowance; $8,401 for reimbursement of professional advice related to tax, estate planning and financial planning; and $236 for dividend equivalents. The amount shown in this column for Mr. Torno represents $32,912 for lease cost of automobile; $7,089 for reimbursement of professional advice related to tax, estate planning and financial planning; and $441 for dividend equivalents.

  158. 2023 Summary Compensation Table

    | (f) With respect to Mr. Lopez, the amount shown in this column includes $12,616, for tax gross ups on life insurance benefits attributable to premiums paid during 2023 by the Company in connection with life insurance policies issued pursuant to the Executive Life Insurance Plan and participation agreements entered into with the Company. |

  159. 2023 Summary Compensation Table

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 59 |

  160. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  161. Grants of Plan-Based Awards in 2023

    | | | | | | | | | All Other | | | | | | | | | | | Stock | | | | | | | | | | | Awards: | Grant Date | | | | Estimated Future Payouts Under Non | | | Estimated Future Payouts Under Equity | | | Number of | Value of | | | | Equity Incentive Plan Awards (1) | | | Incentive Plan Awards (2) | | | Shares or | Stock | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | Andres A. Lopez | 3/7/2023 | $509,794 | $1,699,313 | $3,398,625 | 45,218 | 188,409 | 452,182 | 125,606 | $7,654,430 | | John A. Haudrich | 3/7/2023 | $175,200 | 584,000 | 1,168,000 | 12,058 | 50,242 | 120,581 | 33,495 | 2,041,173 | | Darrow A. Abrahams | 3/7/2023 | $124,481 | 414,938 | 829,875 | 5,712 | 23,799 | 57,118 | 15,866 | 966,874 | | | 3/7/2023 | | | | 1,269 | 5,289 | 12,694 | 3,526 | 214,874 | | Arnaud Aujouannet | 3/7/2023 | $87,586 | 291,952 | 583,905 | 2,608 | 10,866 | 26,078 | 7,244 | 441,449 | | Vitaliano Torno | 3/7/2023 | $213,004 | 710,013 | 1,420,027 | 4,529 | 18,872 | 45,293 | 12,581 | 766,699 |

  162. Grants of Plan-Based Awards in 2023

    | (1) These columns show the threshold, target and maximum amounts of annual STI awards that would have become payable to the NEOs based on 2023 performance. See “Compensation Discussion and Analysis—Short-Term Incentive” for further discussion. |

  163. Grants of Plan-Based Awards in 2023

    | (2) These columns show the threshold, target and maximum number of shares that may be paid pursuant to PSUs granted in 2023 to each of the NEOs under the Third Amended and Restated 2017 Incentive Award Plan. See “Compensation Discussion and Analysis—Long-Term Incentives” for further discussion regarding the awards. Actual payouts vary based on final performance results and range from 24% to 240% of target when considering the potential effect of the r-TSR modifier. |

  164. Grants of Plan-Based Awards in 2023

    | (3) These columns show the number of RSUs granted in 2023 to each of the NEOs under the Third Amended and Restated 2017 Incentive Award Plan. See “Compensation Discussion and Analysis—Long-Term Incentives” for further discussion regarding the awards. |

  165. Grants of Plan-Based Awards in 2023

    | (4) The full grant date fair value was computed in accordance with FASB ASC 718 and the assumptions set forth in Note 17 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the SEC on February 14, 2024. There can be no assurances that the amounts shown in the table will be realized by the NEO. For PSUs, these amounts represent attainment at target level. |

  166. Outstanding Equity Awards at Fiscal Year End 2023

    Outstanding Equity Awards at Fiscal Year End 2023

  167. Outstanding Equity Awards at Fiscal Year End 2023

    | | | Stock Awards | | | | | | | | | Equity | Equity Incentive | | | | | | Incentive Plan | Plan Awards: | | | | | | Awards: | Market or Payout | | | | Number of | Market Value | Number of | Value of | | | | Shares or | of Shares or | Unearned | Unearned Shares, | | | | Units of | Unit that | Shares, Units | Units or Other | | | | Stock that | Have Not | or Other Rights | Rights that Have | | | | Have Not | Vested ($) | that Have Not | Not Vested ($) | | Name | | Vested (#) | (13) | Vested (#) | (13) | | Andres A. Lopez | 2023 | 125,606(1) | 2,057,426 | 376,818(10) | 6,172,279 | | | 2022 | 154,252(2) | 2,526,648 | 832,966(11) | 13,643,977 | | | 2021 | 70,780(3) | 1,159,376 | 566,953(12) | 9,286,690 | | | 2020 | 65,450(5) | 1,072,071 | | | | | 2004 | 1,000(6) | 16,380 | | | | | 1999 | 3,000(9) | 49,140 | | | | John A. Haudrich | 2023 | 33,495(1) | 548,648 | 100,484(10) | 1,645,928 | | | 2022 | 40,850(2) | 669,123 | 220,594(11) | 3,613,323 | | | 2021 | 18,744(3) | 307,027 | 150,144(12) | 2,459,359 | | | 2020 | 15,558(5) | 254,840 | | | | Darrow A. Abrahams | 2023 | 3,526(1) | 57,756 | 10,578(10) | 173,268 | | | 2023 | 15,866(1) | 259,885 | 47,598(10) | 779,655 | | | 2022 | 17,471(2) | 286,175 | 94,344(11) | 1,545,355 | | | 2021 | 6,962(3) | 114,038 | 55,765(12) | 913,431 | | | 2020 | 3,138(4) | 51,400 | | | | | 2020 | 5,632(5) | 92,252 | | | | Arnaud Aujouannet | 2023 | 7,244(1) | 118,657 | 21,732(10) | 355,970 | | | 2022 | 9,381(2) | 153,661 | 50,657(11) | 829,758 | | | 2021 | 3,913(3) | 64,095 | 31,343(12) | 513,398 | | | 2020 | 3,059(5) | 50,106 | | | | Vitaliano Torno | 2023 | 12,581(1) | 206,077 | 37,744(10) | 618,247 | | | 2022 | 16,293(2) | 266,879 | 87,984(11) | 1,441,178 | | | 2021 | 7,826(3) | 128,190 | 62,686(12) | 1,026,797 | | | 2020 | 4,711(5) | 77,166 | | | | | 2004 | 2,000(6) | 32,760 | | | | | 2003 | 1,000(7) | 16,380 | | | | | 2002 | 1,000(8) | 16,380 | | | | | 1999 | 3,000(9) | 49,140 | | |

  168. Outstanding Equity Awards at Fiscal Year End 2023

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 60 |

  169. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  170. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | | Number | | | | | | Of Shares | Value | Number of | Value | | | Acquired on | Realized | Shares Acquired | Realized | | Name | Exercise (#) | on Exercise ($) | On Vesting (#) | on Vesting ($) | | Andres A. Lopez | 194,528 | $1,468,686 | 242,102 | $5,483,610 | | John A. Haudrich | 17,570 | $132,654 | 60,389 | $1,368,563 | | Darrow A. Abrahams | 2,510 | $18,951 | 24,979 | $541,016 | | Arnaud Aujouannet | 2,510 | $18,273 | 12,845 | $290,939 | | Vitaliano Torno | 17,299 | $123,955 | 22,888 | $518,413 |

  171. Pension Benefits

    Pension Benefits

  172. Pension Benefits

    | | | December 31, 2023 | | | | | | Number of | | Payments | | | | Years of | Present value of | During Last | | | | Credited | Accumulated | Fiscal Year | | Name (1) | Plan Name | service (#) | Benefit ($)(2) | ($) | | Andres A. Lopez | Salary Retirement Plan | 5.00 | $402,272 | $— | | | Supplemental Retirement Benefit Plan | 29.92 | 3,371,444 | — | | | Total | | 3,773,716 | | | Arnaud Aujouannet | Swiss Pension Plan | 8.50 | 1,600,184 | — | | | Total | | 1,600,184 | | | Vitaliano Torno | Swiss Pension Plan | 17.42 | 5,583,605 | | | | Total | | 5,583,605 | — |

  173. Pension Benefits

    | (1) Messrs. Abrahams and Haudrich were not participants in the Salary Retirement Plan or the SRBP. |

  174. Pension Benefits

    Mr. Lopez is a participant in the International Pension Plan, as he was employed abroad during a portion of his career with the Company. The International Plan benefit provides him with a retirement benefit equal to the O-I SRBP and includes U.S. and non-U.S. pay and service. The value of this benefit is shown as his SRBP amount.

  175. Pension Benefits

    | (2) The O-I Glass Salary Retirement Plan and International Pension Plan were frozen as of December 31, 2015. Participants maintain benefits accrued as of the freeze date but will not accrue additional benefits beyond the freeze date. In general, the present values changed as a result of varying interest rates. |

  176. Pension Benefits

    Assumptions for Salary Retirement Plan and Supplemental Retirement Benefit Plan: No preretirement mortality is assumed. After retirement, for the portion of the benefit assumed to be received as an annuity, mortality is PRI-2012 Healthy Retiree tables with no collar adjustments projected generationally using MP-2021 scale for December 31, 2022 and December 31, 2023. For the portion of the benefit assumed to be received as a lump sum, mortality is RP-2006 combined annuitant/non-annuitant mortality table projected with MP-2021 generational projection for December 31, 2022 and PRI-2012 Healthy Retiree tables with no collar adjustments projected generationally using MP-2021 scale for December 31, 2023. Lump Sum Rate - Salary Retirement Plan: 5.17% Lump Sum Rate - Supplemental Retirement Benefit Plan: 5.19% Annuity Rate - Salary Retirement Plan: 5.17% Annuity Rate - Supplemental Retirement Benefit Plan: N/A Benefits are deferred to the earliest unreduced retirement age, which is the later of the executive’s age or age 65. All SRBP and International Pension Plan benefits are assumed to be taken as a lump sum; 80% of Salary Retirement Plan benefits are assumed to be taken as a lump sum with the remaining 20% taken as an annuity.

  177. Pension Benefits

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 62 |

  178. Pension Benefits

    The International Pension Plan has been offset for the Supplemental Retirement Benefit Plan and Salary Retirement Plan only. Assumptions for Swiss Pension Plan: No preretirement mortality is assumed. After retirement, mortality is calculated according to mortality table BVG 2020 Generational (generated for the calendar year 2023). December 31, 2022 Exchange Rate (USD/CHF): 1.18818 Discount Rate: 1.30% Interest Crediting Rate: 1.50% Salary Increase: N/A Mandatory Conversion rate at 65: 6.80% Supplementary Conversion rate at 65: 5.500%

  179. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  180. Non-Qualified Deferred Compensation

    | | 2023 Values | | | | | | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals / | Balance at | | | in Last FY ($) | in Last FY ($) | in Last FY | Distributions | Last FY | | | (1) | (2) | ($) (3) | ($) | ($) (4) | | Andres A. Lopez | $375,292 | $213,521 | $141,133 | $538,878 | $707,191 | | John A. Haudrich | 151,657 | 87,828 | 36,782 | 279,402 | 267,212 | | Darrow A. Abrahams | 85,404 | 39,722 | 30,547 | 113,619 | 175,427 | | Arnaud Aujouannet | — | — | — | — | — | | Vitaliano Torno | — | — | — | — | — |

  181. Non-Qualified Deferred Compensation

    | (1) Amounts in this column are included in the NEO’s base salary on the “2023 Summary Compensation Table.” |

  182. Non-Qualified Deferred Compensation

    | (2) Amounts in this column are included in the “All Other Compensation” column on the “2023 Summary Compensation Table.” |

  183. Non-Qualified Deferred Compensation

    | (3) Amounts in this column are not included in any of the amounts reported on the “2023 Summary Compensation Table.” |

  184. Non-Qualified Deferred Compensation

    | (4) Of the total amounts listed in this column, the following amounts have been included in the “Salary” or “All Other Compensation” columns in the “2023 Summary Compensation Table” since 2006: for Mr. Lopez—$2,639,227, for Mr. Haudrich—$742,863, and for Mr. Abrahams—$302,597. |

  185. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following tables show the amount of compensation that may be paid to each NEO upon voluntary termination, retirement, involuntary termination not for cause, change in control (as defined in the 2017 Incentive Award Plan, as amended and/or restated), for cause termination, disability, and death. The amounts shown assume a termination date effective December 31, 2023. For payments made pursuant to RSUs, or PSUs, the amount earned by each NEO upon retirement may differ based on whether he or she is eligible for early or normal retirement. As a result, the table reflects only that amount they were eligible for on December 31, 2023. Unless specifically noted, each of the payments described below is the same for any salaried employee of the Company.

  186. Payments Made upon Retirement

    Payments Made upon Retirement In addition to the above:

  187. Payments Made upon Retirement

    | ● | Upon retirement (defined as at least age 60 with at least ten years of service or age 65 with no service requirement): |

  188. Payments Made upon Retirement

    | o | Unvested RSUs granted at least one year prior to the retirement date will fully vest and be paid on their regular vesting dates; RSUs granted less than one year prior to the retirement date are forfeited. |

  189. Payments Made upon Retirement

    | o | Unvested PSUs remain outstanding and eligible to vest subject to performance conditions, and any payout earned based on Company performance will be paid following the end of the applicable performance period. |

  190. Payments Made upon Retirement

    | ● | Mr. Lopez is eligible to participate in the Company’s retiree medical plan as he became eligible to retire at age 55 with at least ten years of service. This plan provides pre-age 65 coverage to employees and their spouse. The plan is only available to U.S. employees hired prior to January 1, 2003; as a result, the other NEOs are not eligible to participate in this plan. |

  191. Payments Made upon Change in Control

    | ● | In the event of a change in control of the Company, if outstanding equity awards are assumed by the acquirer in such change in control: |

  192. Payments Made upon Change in Control

    | ● | In the event of a change in control of the Company in which outstanding equity awards are not assumed or replaced by the acquirer: |

  193. Payments Made upon Death or Total Disability

    | ● | In the event of Messrs. Aujouannet and Torno’s death or disability, they (or their beneficiaries) would become eligible for pension benefits. In the event of Mr. Torno’s death, his beneficiary would receive his executive retiree life insurance benefits. |

  194. CEO Pay Ratio

    CEO Pay Ratio CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is providing the following information regarding the ratio of the total annual compensation of Mr. Lopez, the CEO, to the total annual compensation of its median employee for its last completed fiscal year, 2023. In 2023, the total annual compensation of the CEO as reported in the 2023 Summary Compensation Table was $11,779,768. The total annual compensation of the median employee, calculated in the same manner as the CEO’s, was $42,297. As a result, for 2023, the estimate of the ratio of the CEO’s total annual compensation to the total annual compensation of the median employee was approximately 279 to 1. The Company identified its median employee by examining compensation information derived from payroll records for approximately 23,000 employees, with the exception of the CEO. In identifying the median employee for 2023, the Company used all earnings for 2023 (salary, wages, overtime, bonuses, etc.) as reported by local payroll records. The Company annualized compensation for permanent employees who were employed for less than the full year, but otherwise did not make any other adjustments permitted by Item 402(u) of Regulation S-K.

  195. CEO Pay Ratio

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 73 |

  196. CEO Pay Ratio

    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:

  197. CEO Pay Ratio

    | | | | | | Value Initial Fixed $100 | | | | | | | | | | Investment Based on: | | | | | | Summary | | Average Summary | Average | | Peer Group | | | | | Compensation | Compensation | Compensation | Compensation | Total | Total | Net | | | | Table Total for | Actually Paid to | Table Total for | Actually Paid to | Shareholder | Shareholder | Income | | | | PEO | PEO | non-PEO NEOs | non-PEO NEOs | Return | Return | (Loss) | EBIT | | Year | ($) | ($)(1) | ($) | ($)(1) | ($)(2) | ($)(2) | ($ millions) | ($ millions)(3) | | 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 |

  198. CEO Pay Ratio

    | (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: |

  199. CEO Pay Ratio

    | Year | PEO | Non-PEO NEOs | | 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 |

  200. CEO Pay Ratio

    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:

  201. CEO Pay Ratio

    | | 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 | | CEO | | | | | | | | | | 2023 | $(7,654,430) | $6,002,733 | $1,789,675 | $2,874,924 | $- | $(383,892) | $- | $2,629,011 | | Avg. Other NEOs | | | | | | | | | | 2023 | (1,107,767) | 868,730 | 243,855 | 363,622 | - | (326,185) | 82,667 | 124,922 |

  202. CEO Pay Ratio

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 74 |

  203. CEO Pay Ratio

    | (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) |

  204. CEO Pay Ratio

    | (3) EBIT is a non-GAAP measure. See Appendix A for a calculation of this measure. |

  205. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  206. Pay Versus Performance Tabular List

    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:

  207. Pay Versus Performance Tabular List

    | ● | EBIT, |

  208. Pay Versus Performance Tabular List

    | ● | FCF, |

  209. Pay Versus Performance Tabular List

    | ● | ROIC, |

  210. Pay Versus Performance Tabular List

    | ● | EPS, |

  211. Pay Versus Performance Tabular List

    | ● | TSR, and |

  212. Pay Versus Performance Tabular List

    | ● | r-TSR |

  213. Pay Versus Performance Tabular List

    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.

  214. Pay Versus Performance Tabular List

    | O-I GLASS, INC. 2024 PROXY STATEMENT | 76 |