Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

Payment of Filing Fee (Check all boxes that apply):

 

To participate in the Annual Meeting, you must log onto the Meeting Website and enter the 16-digit control number found on your proxy card, voting instruction form, or Notice of Availability. You may vote your shares and ask questions during the Annual Meeting by following the instructions available on the Meeting Website. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote and submit your proxy in advance by one of the methods described above.

Your vote is very important to us and our business. Please cast your vote immediately on all proposals to ensure your shares are represented.

Magnera Corporation (NYSE: MAGN) serves 1,000+ customers worldwide, offering a wide range of material solutions, including components for absorbent hygiene products, protective apparel, wipes, specialty building and construction products, and products serving the food and beverage industry. Operating across 45 global facilities, Magnera is supported by over 8,500 employees.

 Beliefs

 

Website addresses referenced in this proxy statement are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is specifically not incorporated by reference into, this proxy statement.

Information included or incorporated by reference in Magnera Corporation’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and press releases or other public statements contains or may contain “forward-looking” statements within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such “forward-looking” statements include, but are not limited to, statements with respect to our financial condition, results of operations and business, our expectations or beliefs concerning future events, including future financial and operating results, objectives, expectations and intentions, and other statements that are not historical facts. These statements contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “outlook,” “anticipates” or “looking forward” or similar expressions that relate to our strategy, plans, intentions, or expectations. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates, and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are based upon the current beliefs and expectations of the management and are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. These risks, uncertainties, and other unpredictable or uncontrollable factors include, but are not limited to, those described herein; in Part I, “Item 1A. Risk Factors,” and under the heading “Forward-Looking Statements” and in other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025 (the “2025 Form 10-K”) filed with the SEC; and in its other filings with the SEC, all of which are available on the SEC’s website at www.sec.gov.

Additionally, the forward-looking matters discussed in this proxy statement may not occur and readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

On November 4, 2024, Treasure Holdco, Inc. (“Treasure”), which was a wholly owned subsidiary of Berry Global Group, Inc. (“Berry Global”), completed its merger (the “Transaction”) with Glatfelter Corporation (“GLT”), which concurrently changed its name to Magnera Corporation (“Magnera” or the “Company”). As a result of the Transaction, pre-Transaction Treasure shareholders received shares of Magnera representing 90% of the combined company and GLT shareholders retained 10% of the combined company’s outstanding shares of common stock.

Fiscal year 2025 began upon close of the Transaction on November 4, 2024, and ended September 27, 2025.

Reconciliations of GAAP to Non-GAAP Numbers are presented in Annex A of this proxy statement.

 

The Compensation Committee designs compensation programs that reflect the Company’s financial performance and are market-competitive based on a person’s responsibilities, individual performance, and ability to exemplify the Company’s purpose, promise, and beliefs. The objectives of our executive compensation programs are to attract, retain, motivate, and reward executives crucial to achieving the Company’s near-term operating plan and long-term growth, thereby creating shareholder value.

Our compensation programs are organized around three principles:

Total compensation for our executives consists of:

The Compensation Committee, comprised entirely of independent directors, regularly monitors and implements best practices in the Company’s executive compensation programs. The following practices demonstrate our commitment to strong governance within our executive compensation programs.

The Board currently consists of nine directors, each of whom is standing for re-election at the Annual Meeting and each of whom is named in this proxy statement. The Company’s shareholders will vote on the election of the following nine director nominees to serve on the Board for one-year terms expiring on the date of the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified:

Each director nominee has consented to serve if re-elected to the Board. If at the time of the Annual Meeting a director nominee is unable to serve, an event we do not anticipate, the Proxy Holders (as defined in the “Frequently Asked Questions” section of this proxy statement) will vote for a substitute director nominee as may be designated by the Board, unless the Board elects to reduce the size of the Board accordingly or has not yet identified a replacement nominee.

The Board recommends a vote “FOR” each of the nine director nominees.

 

 

 

 

 

Our director nominees have diverse experience spanning a broad range of industries in the public, private, and not-for- profit sectors. They bring a wide variety of skills, qualifications, and viewpoints that strengthen and enrich the Board’s ability to carry out its oversight role as fiduciaries on behalf of our shareholders. We believe that Magnera and our shareholders substantially benefit from the Board’s individual and collective business acumen, sound judgment, informed decision-making, and careful guidance and oversight.

The chart below summarizes some of their key skills and experience that we find relevant to our business. As a summary, the chart does not include all the attributes, expertise, or skills that our director nominees offer, and the fact that a particular attribute, expertise, or skill is not listed does not mean that our director nominees do not possess it.

 

The Audit Committee of the Board appointed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending September 26, 2026. EY audited the Company’s consolidated financial statements for the fiscal year ended September 27, 2025.

Although shareholder ratification is not required by our organizational documents or applicable law, the Board believes it is a sound corporate governance practice to seek shareholder ratification of the appointment of EY. In the event EY’s appointment is not ratified, the Audit Committee will reconsider whether it is appropriate to select another independent registered public accounting firm but is not required to do so. Even if EY’s appointment is ratified, the Audit Committee, in its discretion, may select a different registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.

An EY representative is expected to virtually attend the Annual Meeting. The representative will have an opportunity to make a statement at the Annual Meeting, if he or she desires to do so, and is expected to be available to respond to appropriate shareholder questions.

The Board and the Audit Committee recommend a vote “FOR” ratification of the appointment of EY as the

Company’s independent registered public accounting firm for the fiscal year ending September 26, 2026.

The following table sets forth the fees (in millions) incurred by EY for the fiscal year ending September 27, 2025, for various categories of professional services it performed as our independent registered public accounting firm.

The Audit Committee’s Charter provides for the pre-approval of audit and non-audit services performed by the Company’s independent auditors and any other accounting firms. The Audit Committee may delegate this authority in writing to one or more of its members, and in such case, the member(s) to whom such authority is delegated must report their decisions to the Audit Committee at its next scheduled meeting.

The Audit Committee approved all audit fees and audit-related fees incurred by EY during fiscal year 2025. All services performed for the Company by EY were permissible under applicable laws and regulations.

On the closing date of the Transaction, and in connection with the Transaction, following the conclusion of an evaluation managed by the Audit Committee, the Audit Committee approved the engagement of EY as the Company’s new independent registered public accounting firm for the fiscal year ending September 27, 2025.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through November 4, 2024, neither the Company nor anyone acting on its behalf consulted with EY with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, which were audited by Deloitte & Touche LLP (“Deloitte”), and neither a written report nor oral advice was provided to the Company by EY that EY concluded was an important factor considered by the Company in reaching a decision on any accounting, auditing, or financial reporting issue, or (ii) any matter subject to any “disagreement” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

In connection with the appointment of EY, on November 4, 2024, the Audit Committee approved the dismissal of Deloitte as the Company’s independent registered public accounting firm, effective immediately.

The audit report of Deloitte on the Company’s consolidated financial statements for the two most recent fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audit of the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through November 4, 2024, there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Executive compensation is an important topic for our shareholders. We have designed our executive compensation program to strongly align with the Company’s long-term strategy, competitive industry practice, sound corporate governance principles, and shareholder interests.

We urge our shareholders to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement for additional details on the Company’s compensation philosophy and objectives and the fiscal year 2025 compensation of our named executive officers (“NEOs”).

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking shareholders to approve the following resolution:

RESOLVED, that the fiscal year 2025 compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.

The Board and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our NEOs. However, as an advisory vote, the results of this proposal are non-binding, and neither the Board nor the Compensation Committee will have any obligation to take any action as a result of the Say-on-Pay vote.

The Board recommends a vote “FOR” the non-binding resolution approving the fiscal year 2025 compensation paid to the NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, compensation tables, and narrative discussion.

The following table sets forth certain information regarding beneficial ownership of the Company’s outstanding common stock as of the Record Date by (1) each person known by the Company to beneficially own more than 5% of the common stock of the Company; (2) each director, director nominee, and NEO; and (3) all directors and executive officers as a group (including executive officers who are not NEOs). The number of shares beneficially owned by each person is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, all shares to which a person has the right to acquire beneficial ownership within 60 days of the Record Date are considered beneficially owned by that person.

The following table provides certain information regarding the Company’s equity compensation plans as of September 27, 2025. All equity compensation plans have been approved by security holders.

The Board and management are dedicated to effective corporate governance. The Board has adopted Corporate Governance Principles that provide a framework for the Company’s governance. The Board has also adopted a Code of Business Conduct and a Code of Business Ethics for our CEO and Senior Financial Officers.

The Governance page of the Company’s website at ir.magnera.com contains the Company’s Amended and Restated Articles of Incorporation (“Articles of Incorporation”), Amended and Restated Bylaws (“Bylaws”), Corporate Governance Principles, Code of Business Conduct, a list of the directors of the Company, the charters of each standing committee of the Board, and the Code of Business Ethics for CEO and Senior Financial Officers.

Copies of these materials are also available, in print and at no charge, upon request to the Secretary of the Company at 9335 Harris Corners Parkway, Suite 300, Charlotte, NC 28269.

The Board reviews each of the Company’s corporate governance documents annually and recommends revisions accordingly.

The Company intends to satisfy the disclosure requirement for any future amendments to, or waivers from, its Code of Business Conduct or Code of Business Ethics for CEO and Senior Financial Officers by posting such information on its website.

The Board currently consists of nine members. Each year, the Board elects one of its non-executive members to serve as Board Chair. Under the Board’s governance structure, the Board Chair:

When considering the election of a Board Chair, the Board reviews its governance structure and the qualifications of each director and determines who is best qualified to chair the Board. The Board believes the Company and its shareholders are best served by having a Board Chair who has knowledge of the Company’s business operations and industry and who can best oversee execution of the Company’s strategic plan, based on his or her extensive experience and knowledge of the Company’s operations, industry, competitive challenges, and opportunities.

Kevin M. Fogarty, an independent director, has served as the Board’s Non-Executive Chair since August 24, 2022. Based on his prior CEO experience and his knowledge of the Company’s business and industry, the Board determined that Mr. Fogarty is the director best qualified to serve in the role of Non-Executive Chair. The Board nominated Mr. Fogarty in November 2025 to continue as Non-Executive Chair, subject to and effective upon his re-election as a director at the Annual Meeting.

The Board has three standing committees: Audit, Compensation, and Nominating & Corporate Governance (“NCG”). Each standing committee has its own charter, which is available on the Company’s website at ir.magnera.com. Paper copies of the charters are also available, at no charge, upon written request to the Company Secretary.

The Board determined that all members of each standing Committee are independent as required under the NYSE listing standards and the applicable SEC rules and regulations.

The following chart provides a summary of each Board standing committee’s duties, responsibilities, members, and number of meetings held during fiscal year 2025:

The Corporate Governance Principles and the Company’s policies and procedures provide for an empowered Board, with a majority of independent members, and the full involvement of the independent directors in the Board’s operations and decision-making. As set forth in the Company’s Corporate Governance Principles, the Board has adopted the listing standards of the New York Stock Exchange (the “NYSE”) for determining the independence of directors, which require that a director not have a material relationship with the Company.

Annually, each member of the Board is required to complete a questionnaire designed, in part, to provide information to assist the Board in determining if the director is independent under NYSE rules and our Corporate Governance Principles. In addition, each director or director nominee has an affirmative duty to disclose to the NCG Committee relationships between and among that director (or an immediate family member), the Company, or Company management.

The Board has determined the following directors are independent and have no material relationship with the Company: Messes. Hall and Marnick and Messrs. Brown, Curless, Fogarty, Rickertsen, and Salmon. The Board has determined Mr. Begle, as the Company’s current CEO, and Mr. Fahnemann, as the former CEO of GLT, are not independent directors as defined under the NYSE listing standards and the Company’s Corporate Governance Principles.

The NCG Committee reviews all director nominations submitted to the Company, including individuals recommended by shareholders, directors, or members of management, using the same criteria. When evaluating whether to recommend an individual for nomination or re-nomination, the NCG Committee will consider, at a minimum and in accordance with the Company’s Corporate Governance Principles, the candidate’s independence, professional experience, diversity in personal background, knowledge of the Company’s business or industry, skills, expertise, wisdom, integrity, business acumen and availability to devote the necessary time to serve on the Board.

The Board believes that diversity in personal background, professional experience, qualifications, attributes and skills, and how they complement, supplement, or duplicate those of other Board members can enhance the effectiveness of the Board and are important considerations in evaluating and selecting director candidates.

The NCG Committee reviews the qualifications of each incumbent director, including the director’s understanding of the Company’s business and the environment in which the Company operates, attendance, and participation at Board and applicable committee meetings, and independence, including any relationships with the Company. Prior to nomination, each candidate for director must consent to stand for election, and each director nominee must agree in writing to abide by the Company’s Elections Policy set forth in its Corporate Governance Principles (as discussed in greater detail below).

After the NCG Committee has completed its evaluation of all director candidates, it presents a recommended slate of directors to the Board for consideration and approval. The NCG Committee also discusses with the Board any candidates considered by the NCG Committee but not recommended for election or re-election as a director.

The NCG Committee recommended, and the Board approved, the nomination of all nine incumbent directors for re-election at the Annual Meeting. These decisions were based on the individual experiences, qualifications, attributes, and skills of each candidate, including as described in the skills matrix in the “Board Skills and Experience” section of this proxy statement.

Pursuant to the Elections Policy in our Corporate Governance Principles, each incumbent director standing for election to the Board must, as a condition to such nomination, tender an irrevocable resignation in advance of the Annual Meeting. If such director is not re-elected by a majority of the votes cast at the Annual Meeting, the NCG Committee will make a recommendation to the Board about whether to accept or reject the director’s tendered contingent, irrevocable resignation. A director whose resignation is not accepted by the Board shall continue to serve until the next annual

meeting of shareholders and until a successor has been elected and qualified, or until the earlier of their death, resignation, or removal. In making its recommendation, the NCG Committee will publicly disclose its decision and the rationale behind such decision within 90 days of certifying the final election results.

Our Articles of Incorporation provide for a majority voting standard in uncontested elections of directors. The Board believes that a majority vote standard gives shareholders a greater voice in determining the composition of the Board by giving effect to shareholder votes “against” a director nominee and requiring a majority of votes cast to be “for” a director nominee in order for such nominee to obtain or retain a seat on the Board. Furthermore, a majority voting standard reinforces the Board’s belief that it is accountable to, and should represent the interests of, all the Company’s shareholders.

Similarly, our shareholders are afforded the protection of a “one share, one vote” framework in director elections. This prevents any individual shareholder from having the ability to exercise disproportionate voting power, control, or influence over director elections in excess of their actual economic ownership of our shares.

Pursuant to our Articles of Incorporation, our directors are elected as follows:

Contested Election. Nominees receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected. Shareholders do not have the right to vote against a nominee.

Uncontested Election. Nominees shall be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions and broker non-votes are not considered to be votes cast.

Pursuant to the Bylaws, any eligible shareholder, or group of no more than 20 eligible shareholders, that complies with certain informational disclosure requirements set forth in Sections 1.9(d) and 1.10 of our Bylaws, is permitted to include a director nominee or nominees (not to exceed 20% of the number of directors) in the Company’s proxy statement for its annual meeting.

In order to provide adequate time to assess shareholder-nominated candidates, requests to include shareholder-nominated candidates in the Company’s proxy materials must be received by the Company Secretary at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s proxy statement mailing, subject to certain limited exceptions set forth in our Bylaws.

If no annual meeting was held in the preceding year, as was the case in 2025, a shareholder’s notice must be received the later of 90 days prior to the annual meeting or 10 calendar days after the meeting date is publicly disclosed. Accordingly, to be considered a timely notice for inclusion in this proxy statement, a shareholder notice must have been received by December 9, 2025 per the Current Report on Form 8-K filed with the SEC on November 28, 2025.

The Board held four meetings during fiscal year 2025. The Board’s standing committees held a combined total of 11 meetings. Each director attended 88% or more of the total number of Board and standing committee meetings on which they served; overall attendance at such meetings was 99%. Non-executive directors meet in regularly scheduled Board executive sessions (without management), presided by the Non-Executive Chair.

All directors have been invited, and are strongly encouraged, to attend the Annual Meeting, but are not required to attend.

We believe our shareholders are best served by a board that is well versed in subject matters relevant to board service and thoroughly comprehends the role and responsibilities of an effective board in the oversight and management of the Company. The Board regularly conducts Board education sessions on relevant topics for the Company’s future growth and success and to stay informed about best governance practices. We also feel it is appropriate for our directors to have

access to educational programs on an ongoing basis to assist them in performing their duties as directors. The Company will reimburse directors for the reasonable costs of attending relevant and timely director education programs approved by the Board’s Non-Executive Chair. The Company is a member of the National Association of Corporate Directors. This membership provides continuing education programs, research data, conferences, and other resources for the Company’s directors and executives. The NCG Committee periodically reviews and oversees orientation programs for newly elected directors and suggests topics for continuing education programs for incumbent directors.

Our Board believes in a constructive self-assessment process as a governance best practice to improve its performance and ensure it is functioning effectively. As required by our Corporate Governance Principles, the NCG Committee oversees an annual self-assessment of the Board and its standing committees. Each director completes a written questionnaire to gather suggestions for improvement and feedback on a range of issues related to Board and standing committee effectiveness. An outside consultant reviews the questionnaire responses and additionally conducts individual interviews with each director. The feedback is aggregated and summarized by the consultant, who shares the feedback with the Board. Changes to Board practices, procedures, policies, and agendas are considered and implemented in response to the feedback as appropriate.

The Board plays an active role in risk oversight to ensure that management is taking appropriate actions to identify, evaluate, manage, and mitigate significant risks. The Board reviews risks associated with the Company’s strategic plan and enterprise level risks annually. Periodically throughout the year, the Board actively monitors risks associated with the Company’s strategic plan through formal business updates it receives from management, including an annual report from management on information technology security matters.

The Board administers its risk oversight responsibilities by delegating certain business and governance activities to the appropriate committees for more detailed consideration and evaluation. In performing this oversight function, each committee has full access to management, as well as the ability to engage advisors or other experts it deems necessary in the performance of its duties. At each regularly scheduled Board meeting, the Chair of each standing committee reports to the Board on the respective committee’s oversight activities, as needed.

The Company’s management is responsible for the day-to-day identification, evaluation, management, and mitigation of the Company’s risk exposures. The Company manages these enterprise risks through a variety of policies, programs, committees, and internal controls designed to protect the Company’s assets, operations, and reputation, while ensuring compliance with applicable laws and regulations.

At Magnera, we believe that meaningful progress begins with intentional, positive change across our people, partners, and communities. These efforts form the foundation for resilience and long-term success. Our vision is to deliver solutions that respect the planet and advance a truly circular economy. Achieving this vision depends on strong partnerships, open collaboration, and unwavering stakeholder support — principles deeply embedded in our corporate strategy.

Sustainability is not an obligation; it is a core responsibility and a catalyst for innovation. By harnessing advanced processes and breakthrough technologies, we deliver high-quality products that empower our customers to achieve their own commitments while reinforcing Magnera’s role as a trusted partner.

Despite being a formative year, Magnera achieved significant corporate responsibility milestones:

Looking ahead, we will:

We believe passion and curiosity fuels innovation, which begins with our global team. We had a unique opportunity in 2025 with the formation of Magnera, to bring together employees from across the globe, each with unique experiences and deep industry knowledge and know-how, to unleash the power of the organization. We leveraged these strengths when developing the organization’s culture and structure and successfully recruited additional external resources to join our team to balance the deep insights of long-tenured employees to those with contemporary external business experiences. Our strategy is focused on developing our employees to be well positioned to innovate new products working alongside our customers, integrate our world-class manufacturing technologies, and expand on our diverse product portfolio.

Safety for our approximately 8,500 employees is our number one priority. We believe when it comes to employee safety, a zero-based incident rate should be our standard. It is through the adherence to our global environment, health, and safety principles that we have been able to identify and mitigate operational risks and drive continuous improvement.

We seek to attract, develop and retain talent throughout the Company. Our succession management strategy focuses on a structured succession framework and multiple years of employee performance. Our holistic approach to developing key managers and identifying future leaders includes growth assignments, formal development plans and professional coaching.

We seek to ensure our employees are motivated to perform every day. To further that objective, our engagement approach focuses on clear communication and recognition. We communicate through regular employee meetings with business and market updates and information on production, safety, quality and other operating metrics. We have many recognition-oriented awards and conduct company-wide engagement initiatives with high levels of employee participation.

We strive to build a safe and inclusive culture where employees feel valued and treated with respect. We believe inclusion helps to drive engagement, innovation and cultural growth. To date, our focus has been on providing training for our global workforce and increasing awareness about Magnera’s purpose, promise and beliefs as the foundation of our culture for many years to come.

Our employees are expected to act with integrity and we maintain a global Code of Business Conduct that is acknowledged by employees and provides the Company’s framework for conducting business ethically. We have controls in place for our employees and outside partners to report and address critical concerns. Our Integrity Helpline provides a free, anonymous, and confidential way to make a report via telephone or mobile device, and is available 24 hours a day, seven days a week, in multiple languages to support our global population. Concerns may also be shared directly with our Legal Department or the Audit Committee Chair.

Non-employee directors receive compensation for their service that is designed to compensate them fairly for the time, effort, and accountability required of a director and to align their interests with our shareholders. In making non-employee director compensation recommendations to the Board, the Compensation Committee considered the analysis of director compensation of the Company’s compensation peer group provided by Meridian Compensation Partners LLC (“Meridian”), the Compensation Committee’s independent compensation consultant (see discussion regarding the compensation peer group in the CD&A.). Meridian’s analysis included a review of annual cash retainers, annual equity grants, meeting fees, and committee fees compared to the compensation peer group.

In 2025, non-employee director compensation included the following cash fees for service:

Each non-employee director receives an annual RSU award with a target value of $150,000 based on the fair market

value of the shares on the grant date. Such RSU awards fully vest, all restrictions lapse, and the shares are paid out on the first anniversary of the grant date. RSUs granted to directors will immediately vest upon a separation from service without cause, including change in control, death, or disability.

In 2025, each independent director’s annual award value of $150,000 was combined with a Transaction equity RSU award valued at $50,000 to recognize their involvement with pre-close activities associated with the Transaction. For these individuals, their 2025 annual award value increased to $200,000 in lieu of granting a separate award valued at $50,000. All non-employee directors are considered independent except for Mr. Fahnemann.

Each non-employee director is covered by the Company’s director and officer liability insurance policy, has entered into an

indemnification agreement with the Company, and is covered under the Company’s travel accident insurance policy.

The Company has established share ownership guidelines for non-employee directors to enhance their alignment with

shareholders’ interests. The share ownership guidelines preclude the sale of shares by a director until he or she holds

shares with a value equal to five times the annual Board retainer of $100,000. Directly held shares and unvested RSUs

count toward attainment of the guideline. All non-employee directors are in compliance or on track to be in compliance

with the share ownership guidelines.

Below is biographical information regarding Magnera’s executive officers, excluding Curtis L. Begle, our President and

Chief Executive Officer, whose biographical information may be found under Proposal 1, “Director Nominees” section of

this proxy statement.

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation philosophy and programs, the fiscal year 2025 compensation decisions made by the Compensation Committee, and the factors influencing its decisions.

The CD&A focuses on the 2025 compensation of the following NEOs:

Our executive compensation programs are designed to align the Company’s short- and long-term performance with shareholder expectations. We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this proxy statement. While this vote is advisory, we value our shareholders’ feedback and will review and take into consideration the results of our Say-on-Pay proposals when determining future executive compensation programs.

The Board has adopted a policy providing annual Say-on-Pay advisory votes. Unless the Board modifies the Company’s policy, the next Say-on-Pay advisory vote will be held at our 2027 Annual Meeting of Shareholders. The next advisory vote on the frequency of Say-on-Pay advisory votes (“Say-on-Frequency” vote) will be held at our 2028 Annual Meeting of Shareholders.

On November 4, 2024, Treasure, which was a wholly owned subsidiary of Berry Global, completed the Transaction with GLT, which concurrently changed its name to Magnera. As a result of the Transaction, the following actions were taken by the Compensation Committee to establish the company’s executive compensation program:

The Compensation Committee believes compensation should reflect the Company’s financial performance and be competitive based on a person’s responsibilities, individual performance, and ability to exemplify the Company’s purpose, promise, and beliefs. The Compensation Committee recommends approval of the Company’s compensation philosophy to the Board and oversees the compensation programs for the NEOs and other executive officers of the Company. All compensation decisions impacting the CEO are approved by the Compensation Committee and require the ratification and approval of the independent members of the Board.

Total compensation for the NEOs and other Company executive officers consists of base salary, short- and long-term incentives, retirement and other benefits, and minimal perquisites. The Company’s executive compensation programs generally target total compensation at a reasonable range around the 50^th percentile of its compensation peer group for a given year (see “Compensation Peer Group and Benchmarking Process” for a discussion of the compensation peer group). A significant portion of each NEO’s compensation is tied to the Company’s financial performance. The opportunity to earn incentive compensation, and the level of pay at risk, increases commensurate with the NEO’s level of responsibility, with the CEO having the greatest amount of pay at risk.

The Compensation Committee reviews the incentive plans annually, as discussed in the “Risk Management” section of this proxy statement, to determine whether they present undue risk to the Company. Based on this review of the incentive plans and input from the independent compensation consultant (the “Consultant”), the Compensation Committee determined the Company’s compensation policies and practices are not reasonably likely to have a material adverse impact on the Company.

Mr. Begle’s experience leading the legacy Health, Hygiene, and Specialties division at Berry Global and deep industry knowledge and experience were key factors in appointing him as CEO for Magnera and for establishing his 2025 compensation as follows: