SEC Filing / Reynolds Consumer Products

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reyn-20240301

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No. )

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☒ Preliminary Proxy Statement

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☐ Definitive Proxy Statement

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REYNOLDS CONSUMER PRODUCTS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

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☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

Reynolds Consumer Products Inc.

1900 W. Field Court

Lake Forest, Illinois 60045

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2024 Annual Meeting of Stockholders of Reynolds Consumer Products Inc. will be held on Wednesday, April 24, 2024, at 5:00 p.m. Central Time.

The Annual Meeting will be completely virtual. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/REYN2024 and entering the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted on this site as well.

The purposes of the meeting are the following:

1. to elect three directors to serve until the 2027 Annual Meeting of Stockholders;

2. to approve an amendment to our Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law;

3. to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024;

4. to approve, on an advisory basis, the 2023 compensation of our named executive officers as disclosed in the accompanying Proxy Statement; and

5. to transact such other business as may properly come before the meeting or at any and all adjournments or postponements thereof.

Only stockholders of record at the close of business on March 1, 2024 will be entitled to vote at the meeting and any adjournment or postponement thereof.

Your vote is important. To ensure that your vote is recorded promptly, please vote as soon as possible by submitting your proxy via the internet at the address listed on the Notice or proxy card, by telephone using the toll-free number listed on the proxy card or by signing, dating and returning the proxy card.


Lake Forest, Illinois March 12, 2024			By Order of the Board of Directors, David Watson General Counsel and Secretary

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TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
Voting Matters and Board Recommendation			1
Director Nominees and Continuing Directors			2
Corporate Governance Highlights			3
Executive Compensation Best Practices			4
PROPOSAL 1: ELECTION OF DIRECTORS			5
CORPORATE GOVERNANCE			11
Director Independence			11
Board Leadership Structure			11
Stockholder Communications			11
Procedures for Selecting and Nominating Director Candidates			12
Board Meetings and Committees			13
Audit Committee			13
Compensation, Nominating and Corporate Governance Committee			14
Risk Oversight			15
Board Evaluations			15
Environmental, Social & Governance Matters			15
DIRECTOR COMPENSATION			16
Stock Ownership Guidelines			17
2023 Director Compensation Table			17
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ALLOW FOR EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW			18
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20
Auditor Fees			20
Pre-Approval Policy			21
Audit Committee Report			21
PROPOSAL 4: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS			22
EXECUTIVE COMPENSATION			23
Compensation Discussion and Analysis			26
Compensation, Nominating and Corporate Governance Committee Report			39
Summary Compensation Table			40
2023 Grants of Plan-Based Awards			43
Outstanding Equity Awards at 202 3 Fiscal Year-End			44
Option Exercises and Stock Vested			45
2023 Pension Benefits			45
2023 Nonqualified Deferred Compensation			46
Potential Payments Upon Termination or Change in Control			47
CEO Pay Ratio			53
Pay Versus Performance			54
Equity Compensation Plan Information			58
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			59
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			61
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			63
Availability of Form 10-K			68
Incorporation by Reference			68
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			69

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Cautionary Note Regarding Forward-Looking Statements

The statements included in this Proxy Statement regarding future performance and results, expectations, plans, strategies, priorities, commitments and other statements that are not historical facts are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based upon current beliefs, expectations and assumptions and are subject to significant risks, uncertainties and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. Readers of this Proxy Statement are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PROXY STATEMENT SUMMARY

Our Board of Directors (the “Board of Directors” or “Board”) has made this Proxy Statement and related materials available to you on the internet, or at your request has delivered printed versions to you by mail, in connection with the Board of Directors’ solicitation of proxies for our 2024 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Wednesday, April 24, 2024, at 5:00 p.m. Central Time, in a virtual meeting format only, and any adjournment of the Annual Meeting. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners as of the record date of March 1, 2024. The mailing of the Notice to our stockholders is scheduled to begin on or about March 12, 2024.

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information you should consider, and we urge you to read the entire Proxy Statement, as well as our 2023 Annual Report, before voting.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON APRIL 24, 2024: This Proxy Statement and our 2023 Annual Report to Stockholders are available at www.proxyvote.com.

VOTING MATTERS AND BOARD RECOMMENDATION


Voting Matter			Board Recommendation
Proposal 1: Election of three directors			FOR each nominee

Proposal 2: To approve an amendment to our Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law			FOR

Proposal 3: To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024			FOR

Proposal 4: To approve, on an advisory basis, the 2023 compensation of our named executive officers			FOR

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DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Director

Age⁽¹⁾

Director Since

Principal Occupation

Independent

Audit Committee

CNG Committee

Greg Cole

2019

Senior Executive, Rank

Chair

Helen Golding

2019

Group Legal Counsel, Rank

✓

Marla Gottschalk

2020

Former Chief Executive Officer, The Pampered Chef

✓

Chair

Allen Hugli

2021

Chief Financial Officer, Rank

Christine Montenegro McGrath

2023

Senior Vice President and Chief Impact & Sustainability Officer, Mondelez International

✓

Lance Mitchell

2019

Chief Executive Officer, Reynolds Consumer Products

Richard Noll⁽²⁾

2020

Former Chief Executive Officer, Hanesbrands Inc.

✓

Ann Ziegler

2020

Former Senior Vice President and Chief Financial Officer, CDW Corporation

✓

(1)As of March 1, 2024

(2)Chairman of the Board

Board Diversity Matrix (as of March 1, 2024)

The following table summarizes certain self-identified characteristics of our directors, utilizing the categories and terms set forth in applicable Nasdaq rules and related guidance.


Total Number of Directors	8
	Female	Male
Part I: Gender Identity
Directors	4	4
Part II: Demographic Background
Hispanic or Latinx	1	0
White	3	4

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CORPORATE GOVERNANCE HIGHLIGHTS

•Independent Chairman of the Board

•Diverse Board with effective mix of skills, experiences and perspectives

•4 of 8 Board members are female; 1 Board member is racially diverse

•Independent directors hold executive sessions without management present

•Single class voting structure (one share, one vote)

•Code of business conduct applicable to all employees, officers and directors

•Extensive Board and Audit Committee oversight of cybersecurity and other risk management matters

•Board oversight of environmental, social and governance matters

•Board oversight of health and safety matters

•Extensive management engagement with potential and existing shareholders

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EXECUTIVE COMPENSATION BEST PRACTICES

We annually evaluate all elements of executive officers’ pay to ensure alignment with performance objectives, market best practices and stockholder interests. The following summarizes our compensation practices.


What We Do
✓						Pay for performance by providing the majority of senior executive compensation in the form of variable cash incentives and equity awards tied to meeting performance goals
✓						Establish challenging performance goals in incentive plans
✓						Require non-competition agreement for equity award eligibility
✓						Provide limited executive perquisites
✓						Discourage excessive risk-taking and encourage long-term decision-making with our compensation programs, in alignment with the interests of our shareholders
✓						Review executive compensation levels and practices relative to our peer group and relevant survey data
✓						Use an outside independent compensation consultant engaged directly by the CNG Committee to advise on executive compensation matters
✓						Subject executives’ cash and equity-based incentive compensation to clawback
✓						Maintain stock ownership guidelines for executive officers and directors


What We Don’t Do
X						Provide automatic salary increases for our executives in their employment agreements
X						Maintain supplemental executive retirement plans for our executives
X						Pay dividends on unearned performance-based equity awards
X						Provide excise tax gross-ups
X						Allow hedging or pledging of company securities
X						Reprice or exchange underwater stock options without shareholder approval

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PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors is presently comprised of eight directors, divided into three classes serving staggered three-year terms. The term of the Class I directors expires at our 2024 Annual Meeting of Stockholders, the term of the Class II directors expires at our 2025 Annual Meeting of Stockholders, and the term of the Class III directors expires at our 2026 Annual Meeting of Stockholders. The current members of each class of directors are as follows:

•Class I directors: Helen Golding, Allen Hugli and Christine Montenegro McGrath

•Class II directors: Gregory Cole and Ann Ziegler

•Class III directors: Marla Gottschalk, Lance Mitchell and Richard Noll

We have entered into a Stockholders Agreement (the “Stockholders Agreement”) with Packaging Finance Limited (“PFL”) which, among other things, provides that PFL has the right to nominate all of our directors so long as the Hart Entities (as defined in the Stockholders Agreement) beneficially own at least 50% of the outstanding shares of our common stock; a majority of our directors so long as they own at least 40% of our stock; and at least one director so long as they own at least 10% of our stock. Currently, PFL has the right to nominate all of our directors, and all of our directors were nominated by, and may be removed by, PFL. Based on the recommendation of the Compensation, Nominating and Corporate Governance Committee (the “CNG Committee”) and designated by PFL, the Board has nominated Helen Golding, Allen Hugli and Christine Montenegro McGrath for election as directors at the 2024 Annual Meeting, to serve until the 2027 annual meeting of stockholders.

Proxies cannot be voted for a greater number of persons than three, the number of nominees named in this Proxy Statement. We expect each nominee for election as a director will be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees.

Set forth below is biographical information as of March 1, 2024, for the nominees and each person whose term of office as a director will continue after the Annual Meeting. There are no family relationships among our executive officers or directors.

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Gregory Cole
			Age: 60 Director Since: October 2019 Class II Committees: •Compensation, Nominating and Corporate Governance Committee (Chair) Mr. Cole currently serves as a senior executive and a director of Rank Group Limited (“Rank” or “Rank Group”) and a director of other entities owned by Mr. Graeme Hart. He has been a senior executive of Rank since 2004. He is a director of our controlling shareholder, PFL. From 1994 to 2004, Mr. Cole was a partner with Deloitte Touche Tohmatsu, which he joined in 1986. Mr. Cole received a Bachelor of Commerce from the University of Auckland. Mr. Cole brings to the Board valuable perspective and insight with respect to the Company’s business, industry, challenges, and opportunities as a result of his years serving in a variety of senior executive positions for Rank.

Helen Golding
			Age: 61 Director Since: October 2019 Class I Committees: •Compensation, Nominating and Corporate Governance Committee Ms. Golding is a director of our controlling shareholder, PFL, and currently serves as Group Legal Counsel and a director of Rank and a director of other entities owned by Mr. Graeme Hart. She has been a senior executive of Rank since 2006. Ms. Golding joined Rank from Burns, Philp & Company Pty Limited where she served as Company Secretary and Group Legal Counsel from 1998 to 2006. Prior to that, she was a private practitioner in a Sydney-based law firm. Ms. Golding received a Bachelor of Economics and Master of Laws from the University of Sydney. Ms. Golding brings to the Board valuable perspective and insight with respect to the Company’s business, industry, challenges, and opportunities as a result of her years serving as Group Legal Counsel for Rank.

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Marla Gottschalk
			Age: 63 Director Since: January 2020 Class III Committees: •Audit Committee (Chair) Ms. Gottschalk served as the Chief Executive Officer of The Pampered Chef Ltd. from 2006 to 2013 and as President and Chief Operating Officer from 2003 to 2006. Ms. Gottschalk joined Pampered Chef from Kraft Foods, Inc., where she worked for 14 years in various management positions, including as Senior Vice President of Financial Planning and Investor Relations for Kraft, Executive Vice President and General Manager of Post Cereal Division and Vice President of Marketing and Strategy of the Kraft Cheese Division. Ms. Gottschalk is currently a member of the board of directors of Big Lots, Inc., where she serves as the chair of the audit committee and as a member of the compensation committee and nominating and governance committee. She also serves on the board of directors for US Foods Holding Corp. where she serves on the audit committee and nominating and governance committee. She also serves as a member of the board of directors of UL Inc., where she chairs the nominating and governance committee and is a member of the human capital and compensation committee. Ms. Gottschalk previously served as a director of Potbelly Corporation from 2009 to 2022. Ms. Gottschalk received a B.S. in Business from Indiana University and a Masters in Management Studies from Northwestern University’s J.L. Kellogg Graduate School of Management. Ms. Gottschalk brings to the Board qualifications that include her extensive experience with global companies, her expertise in the consumer products industry and her years of experience in operations and strategic management.
Allen Hugli
			Age: 61 Director Since: March 2021 Class I Committees: None Mr. Hugli is a director of our controlling shareholder, PFL, and currently serves as Chief Financial Officer and a director of Rank, a director of Pactiv Evergreen Inc. (“PEI”) where he also served as the Chief Financial Officer from 2009 to 2020, and a director of other entities owned by Mr. Graeme Hart. He has been a senior executive of Rank since 1993. Mr. Hugli previously held positions in financial management and audit practices in Australia, Canada and New Zealand. Mr. Hugli received a Bachelor of Commerce (Honours) from Queen’s University at Kingston. Mr. Hugli holds a CPA CA designation from the Chartered Professional Accountants of Canada. Mr. Hugli brings to the Board valuable perspective and insight with respect to the Company’s business, industry, challenges, and opportunities as a result of his years serving as Chief Financial Officer and a director of Rank.

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Christine Montenegro McGrath
			Age: 58 Director Since: September 2023 Class I Committees: •Audit Committee Ms. McGrath has served as Senior Vice President and Chief Impact & Sustainability Officer with Mondelez International since 2021. Prior to her current position, Ms. McGrath served in various other leadership roles at Mondelez since 2012, including more recently Vice President and Chief of Global Impact, Sustainability & Mindful Snacking. Ms. McGrath joined Mondelez from Kraft Foods, Inc., where she worked from 1989 to 2012 in various management positions in brand management, product innovation and corporate initiatives, including serving as Vice President of Global Sustainability and Vice President Latino Centre of Excellence. Prior to this, Ms. McGrath was a Senior Auditor with Arthur Andersen & Co. from 1987 to 1989. Ms. McGrath received her Bachelor of Science, Accounting and Philosophy, from Boston College, School of Management in the Honors Program, and her Master of Management, Marketing and Strategy, from Northwestern University, J.L. Kellogg Graduate School of Management. Ms. McGrath also received an Honorary Doctorate in Business Administration from Boston College. Ms. McGrath brings to the Board qualifications in senior leadership positions that include her extensive experience with global companies, expertise in the consumer products industry and years of experience in sustainability and ESG-related corporate governance, reporting and disclosures, as well as marketing and strategic management.
Lance Mitchell
			Age: 64 Director Since: October 2019 Class III Committees: None Mr. Mitchell has served as the Company’s President and Chief Executive Officer since 2011 and as a member of the Company’s Board of Directors since October 2019. From 2005 to 2011, Mr. Mitchell served as President of Closure Systems International (part of PEI and its subsidiaries (“PEI Group”) from 2008 to 2019). Mr. Mitchell commenced his career in sales and marketing at Owens Corning, progressed to General Management positions at Avery Dennison and Goodrich followed by executive management positions at PolyOne and Alcoa before joining PEI Group in 2008. Mr. Mitchell received a B.S. in Business from Bowling Green State University. Mr. Mitchell brings to the Board valuable perspective and insight with respect to the business, industry, challenges, and opportunities as a result of his years serving as the senior executive officer of the Company. Mr. Mitchell also represents management’s perspective on important matters to the Board.

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Richard Noll
			Age: 66 Director Since: January 2020 Non-Executive Chairman of the Board Since: January 2020 Class III Committees: •Compensation, Nominating and Corporate Governance Committee Mr. Noll served as Chairman of the Board of Directors of Hanesbrands Inc. from 2009 to 2019 and Chief Executive Officer from 2006 to 2016. Mr. Noll joined Hanesbrands Inc. from Sara Lee Corporation where he worked for 14 years in various management positions, including President and Chief Operating Officer of Branded Apparel and Chief Executive Officer and Chief Operating Officer of Sara Lee Bakery Group, and led the turnarounds of several Sara Lee Corporation bakery and apparel businesses. Within the past five years, Mr. Noll served as a member of the board of directors of Carter’s Inc., where he served as a member of its compensation committee from 2019 to 2021 and as a member of the board of directors of Jack Creek Investment Corp. from 2021 to January 2023, where he served as a member of its audit committee, which he chaired beginning in 2022. Mr. Noll previously served as a member of the board of directors of Neighbor Inc. from 2020 to January 2024 and as a director of Fresh Market Inc. from 2011 to 2016. Mr. Noll received a B.A. in Business Administration from Pennsylvania State University and an M.B.A. from Carnegie Mellon University. Mr. Noll brings to the Board broad experience with business issues applicable to the success of a publicly-traded company, including a controlled company, and the consumer packaged goods industry after his experience and holding senior leadership positions at Hanesbrands Inc.

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Ann Ziegler
			Age: 65 Director Since: September 2020 Class II Committees: •Audit Committee Ms. Ziegler served as Senior Vice President and Chief Financial Officer of CDW Corporation, a technology solutions provider, from 2008 to 2017. From 2005 to 2008, Ms. Ziegler served as Chief Financial Officer and Senior Vice President, Administration of Sara Lee Food & Beverage, a division of Sara Lee Corporation, a global consumer goods company. From 2003 to 2005, Ms. Ziegler served as Chief Financial Officer and Senior Vice President, Administration of Sara Lee Bakery Group. From 1993 to 2003, Ms. Ziegler served in various corporate development and legal positions at Sara Lee. Prior to joining Sara Lee, Ms. Ziegler was a corporate attorney at the law firm of Skadden, Arps, Slate, Meagher & Flom. Ms. Ziegler is currently a member of the board of directors of US Foods Holding Corp. and Wolters Kluwer. During the past five years, Ms. Ziegler also served on the board of directors of Groupon, Inc. and Hanesbrands, Inc. Ms. Ziegler received a B.A. in Economics and Government from The College of William and Mary and a J.D. from University of Chicago Law School. Ms. Ziegler brings to the Board experience in senior leadership positions with companies in the consumer products industry, including with corporate risk management issues, and preparing or overseeing the preparation of financial statements. She has experience in corporate governance through service as a director of other public companies.

Board of Directors’ Recommendation

The proposal for the election of directors relates solely to the election of the directors nominated by the Board of Directors.

The Board of Directors recommends that stockholders vote FOR the election of
the three director nominees, Helen Golding, Allen Hugli and Christine Montenegro McGrath.

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CORPORATE GOVERNANCE

Director Independence

We are a “controlled company” under the rules of the Nasdaq Stock Market LLC (“Nasdaq”). As a result, we qualify for exemptions from, and have elected not to comply with, certain corporate governance requirements under the rules, including the requirements that we have a Board that is composed of a majority of “independent directors,” as defined under the Nasdaq rules, and a compensation and nominating committee that is composed entirely of independent directors.

Even though we are a controlled company, we are required to comply with the rules of the SEC and Nasdaq relating to the membership, qualifications and operations of the Audit Committee. All members of the Audit Committee are independent directors.

Our Board of Directors has determined that Ms. Gottschalk, Ms. McGrath, Mr. Noll and Ms. Ziegler are independent directors under Nasdaq rules. In making such independence determination, the Board of Directors considered the relationships that each such non-employee director has with our Company and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence.

Board Leadership Structure

The positions of our Chairman of the Board and Chief Executive Officer are presently separated. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead the Board of Directors in its fundamental role of providing advice to, and oversight of, management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer must devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as the Board of Directors’ oversight responsibilities continue to grow. Our Board of Directors also believes that this structure ensures a greater role for the non-management directors in the oversight of our Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board of Directors. Although our Bylaws and Corporate Governance Guidelines do not require our Chairman of the Board and Chief Executive Officer positions to be separate, our Board of Directors believes that having separate positions is the appropriate leadership structure for the Company at this time.

Stockholder Communications

A shareholder or other interested party may submit a written communication to the Board of Directors by sending it to the Board in care of Corporate Secretary at Reynolds Consumer Products, 1900 West Field Court, Lake Forest, IL 60045 Attention: Corporate Secretary. The Corporate Secretary will send copies of all communications to the Chairman and Chief Executive Officer and, when appropriate, to all Board members.

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Procedures for Selecting and Nominating Director Candidates

The CNG Committee Charter provides that the CNG Committee shall:

•Determine the qualifications, qualities, skills and other expertise required to be a director and develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the “Director Criteria”).

•Evaluate the current composition, organization and governance of the Board and make appropriate recommendations on such matters to the Board for approval, consistent with the Director Criteria.

•Search for, identify, evaluate and recommend for selection by the Board candidates for membership on the Board, including in the case of newly-created positions or vacancies on the Board and review any candidates that are recommended by stockholders in compliance with the Company’s certificate of incorporation, bylaws and stockholder nomination and recommendation policies and procedures, applicable law and any applicable stockholders agreement. In making its recommendations for Board and committee membership, the Committee shall:

◦review candidates’ qualifications for membership on the Board or a committee of the Board based on the Director Criteria;

◦consider any other factors that are set forth in the Company’s Corporate Governance Guidelines or are deemed appropriate by the CNG Committee or the Board;

◦assess the performance of current directors being evaluated for renomination to the Board; and

◦periodically review, as appropriate, the service of all directors on the boards of other public companies with consideration to the substantial time commitment required of directors and make such recommendations to the Board as it may deem advisable.

•Recommend for selection by the Board the director nominees (by class, if the Board is classified at the time of the recommendation), to stand for election to the Board by the stockholders at any meeting of stockholders at which directors are to be elected.

•Consider the Board’s leadership structure, including the separation of the chair of the Board and Chief Executive Officer roles and/or appointment of a lead independent director of the Board, either permanently or for specific purposes, and make such recommendations with respect thereto as the CNG Committee deems appropriate.

•Develop and review periodically the Company’s policies and procedures for considering stockholder nominees for election to the Board.

•Evaluate the performance of individual members of the Board and, if appropriate, recommend termination of membership of individual directors for cause or for other appropriate reasons.

•Evaluate the “independence” of directors and director nominees against the independence requirements of Nasdaq and the Exchange Act, and the regulations promulgated thereunder.

Pursuant to the Stockholders Agreement between the Company and PFL, PFL has the right to nominate all of our directors so long as the Hart Entities (as defined in the Stockholders Agreement) beneficially own at least 50% of the outstanding shares of our common stock; a majority of our directors so long as they own at least 40% of our stock; and at least one director so long as they own at least 10% of our stock. Currently, PFL has the right to nominate all of our directors, and all of our directors were nominated by, and may be removed by, PFL.

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The Company’s Bylaws include provisions for nomination and election of directors at the annual meeting of stockholders and requirements for director nominees.

The CNG Committee will consider director candidates recommended by stockholders in the same manner that it considers all director candidates. Stockholders who wish to suggest qualified candidates should write to Reynolds Consumer Products, 1900 West Field Court, Lake Forest, IL 60045 Attention: Corporate Secretary. Any such recommendation should include a description of the candidate’s qualifications for board service; the candidate’s written consent to be considered for nomination and to serve if nominated and elected; and addresses and telephone numbers for contacting the stockholder and the candidate for more information.

Board Meetings and Committees

Our Board of Directors held six meetings during 2023. The independent directors regularly hold executive sessions at meetings of the Board of Directors. During 2023, each of the directors then in office attended at least 75% of the aggregate of all meetings of the Board of Directors and all meetings of the committees of the Board of Directors on which such director then served. Directors are encouraged to attend the annual meetings of stockholders of the Company, as provided in our Corporate Governance Guidelines. All of our directors who were directors at the time of our 2023 annual meeting of stockholders attended that meeting.

During 2023, our Board of Directors had two standing committees: the Audit Committee and the CNG Committee. The following sets forth a summary of the responsibilities of each of the committees and the membership of each of our committees as of March 1, 2024.

Audit Committee

The members of our Audit Committee are Ms. Gottschalk (Chair), Ms. McGrath and Ms. Ziegler. The composition of our Audit Committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. Each member of our Audit Committee is financially literate. In addition, our Board of Directors has determined that Ms. Gottschalk is an “Audit Committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). This designation does not impose any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board of Directors. Our Audit Committee is directly responsible for, among other things:

•selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

•ensuring the independence of the independent registered public accounting firm;

•approving the planned scope and timing, and discussing the findings, of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results, including engaging with that firm to understand the nature of each identified critical audit matter, the basis for identifying a matter as a critical audit matter and how each such identified matter will be described in the firm’s audit report;

•review and discuss with management and any independent registered public accounting firm any climate-related and other environmental disclosures to be made by the Company, including any attestation or other assurance to be provided by such firm;

•establishing procedures for employees to anonymously submit concerns about questionable accounting or auditing matters;

•considering the adequacy of our internal controls and internal audit function;

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•reviewing policies and practices with respect to risk assessment and risk management, and discussing with management major financial risk exposures and the steps that have been taken to monitor and control such exposures, including review of enterprise risk, legal liabilities, cybersecurity related risks and threats, fraud assessments, climate risks and privacy, data security and business continuity risk exposures;

•reviewing and approving related person transactions and those that require disclosure; and

•approving or, as permitted, pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm.

The Audit Committee held four meetings during 2023. The Audit Committee operates under a written charter approved by the Board, a copy of which is available in the “Investors—Corporate Governance—Documents and Charters” section of our website at www.ReynoldsConsumerProducts.com.

Compensation, Nominating and Corporate Governance Committee

The members of our CNG Committee are Mr. Cole (Chair), Ms. Golding and Mr. Noll. Our CNG Committee is responsible for, among other things:

•determining, or recommending to our Board of Directors for determination, the compensation of our executive officers;

•reviewing and approving the compensation of our directors;

•administering our stock and equity incentive plans;

•reviewing and evaluating, or making recommendations to our Board of Directors with respect to, incentive compensation and equity plans;

•reviewing management succession plans;

•reviewing our overall compensation philosophy;

•identifying and recommending candidates for membership on our Board of Directors;

•reviewing and recommending our corporate governance guidelines and policies;

•reviewing and considering proposed waivers of the code of conduct for directors and executive officers and making recommendations to our Board of Directors;

•overseeing the process of evaluating the performance of our Board of Directors; and

•assisting our Board of Directors on corporate governance matters, including reviewing stockholder proposals and certain proxy and Form 10-K disclosures related to corporate governance.

The CNG Committee held five meetings during 2023. The CNG Committee operates under a written charter approved by the Board, a copy of which is available in the “Investors—Corporate Governance—Documents and Charters” section of our website at www.ReynoldsConsumerProducts.com.

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Risk Oversight

Our Board of Directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our Board of Directors performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our Company, our Board of Directors addresses the primary risks associated with those operations and corporate functions. In addition, our Board of Directors reviews the risks associated with our Company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

Each of our Board committees also coordinates oversight of the management of our risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our Chief Financial Officer is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our Audit Committee meets privately with representatives from our independent registered public accounting firm, and privately with our Chief Financial Officer. In addition, the CNG Committee reviews the Company’s compensation program and risk elements to the Company in connection with the structure of the compensation plan.

Board Evaluations

The Board of Directors conducts an annual Board evaluation process. Per the Board’s direction, the Corporate Secretary prepares self-evaluation questionnaires for each of the Board, the Audit Committee and the CNG Committee. All Board and Committee members complete the evaluations. The Corporate Secretary then compiles the results of the evaluations and provides the compilations to the respective Chairs. During the executive session of their regularly scheduled October meetings, each Chair reviewed the results of the evaluations and the members discussed.

Environmental, Social & Governance Matters

Management recognizes the importance of Environmental, Social & Governance matters to all stakeholders and has reviewed and discussed with the Board the Company’s development of its Environmental, Social & Governance framework. In 2023, the Board appointed Christine Montenegro McGrath to the Board of Directors and appointed her to the Audit Committee. Ms. McGrath brings to the Board extensive experience in sustainability and expertise in the consumer products industry.

Management provides regular updates to the Board regarding Environmental, Social & Governance matters, and also provides regular updates to Company stakeholders. Additional information about the Company’s Environmental, Social & Governance actions, goals and initiatives is included in our 2023 Annual Report to Stockholders, which is being provided as part of the proxy materials and is available on our corporate website at www.ReynoldsConsumerProducts.com.

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DIRECTOR COMPENSATION

During 2023, our directors who are not employees of our company or of Rank Group (the “non-affiliated directors”) (Mr. Noll, Ms. Gottschalk, Ms. McGrath and Ms. Ziegler) received annual retainers and annual equity compensation grants pursuant to the following program:

•Board member: $245,000, of which $100,000 was an annual cash retainer and $145,000 was in the form of an annual grant of restricted stock units (“RSUs”).

•Chairman of the Board: $115,000, of which $50,000 was an annual cash retainer and $65,000 was in the form of an annual grant of RSUs, in addition to the $245,000 in board member payments and grants described above.

•Chair of our Audit Committee: $20,000, as an annual cash retainer.

•Members of our Audit Committee and our CNG Committee: $10,000, as an annual cash retainer.

RSUs are granted pursuant to the Reynolds Consumer Products Inc. Equity Incentive Plan (the “Equity Incentive Plan”) and the number of RSUs granted is calculated by dividing the applicable dollar value by the closing sale price per share of our common stock on the date of grant. The RSUs granted in 2023 to each of Ms. Gottschalk, Mr. Noll, and Ms. Ziegler were granted on April 26, 2023, the date of our 2023 annual meeting, and will vest in full on the earlier of the first anniversary of the grant date or immediately prior to the following year’s annual meeting of stockholders. The RSUs granted to Ms. McGrath when she was appointed to the Board on September 25, 2023, were in a prorated amount and will vest in full on the first anniversary of the date of grant.

Beginning in 2023, non-affiliated directors were able to elect to defer the settlement of their RSUs for a period of time after the RSUs vest, either upon cessation of their service as a director or a later date following the cessation of their service as a director.

For 2023, the cash retainer amounts were paid to non-affiliated directors on April 26, 2023, except for Ms. McGrath, who received her retainers in October 2023 in the amount of $26,849 (prorated for the period from September 25, 2023 to December 31, 2023) for serving on the Board and $2,685 (prorated for the period from September 25, 2023 to December 31, 2023) for serving on the Audit Committee.

Beginning in 2024, the cash retainer amounts that are paid to non-affiliated directors will be paid in quarterly installments on or about the first day of January, April, July and October rather than in a lump sum payment on the date of the Company’s annual meeting.

Directors who are also full-time officers or employees of the Company receive no additional compensation for serving as directors. An individual who is a non-employee director may not receive awards, in cash or otherwise, for any calendar year that total more than $750,000 in the aggregate.

We also reimburse all of our directors for their reasonable expenses incurred in attending meetings of our Board of Directors or committees, and have entered into Indemnification Agreements with our directors.

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STOCK OWNERSHIP GUIDELINES

We have adopted Stock Ownership Guidelines (the “Guidelines”) applicable to our non-affiliated directors that became effective on July 1, 2023. Under the Guidelines, each non-affiliated director is expected to own shares of our common stock with a value at least equal to five times the annual Board cash retainer (not including any chair or committee retainers). Shares owned directly and indirectly, as well as full-value equity awards (such as RSUs) with only a time-based vesting condition, count toward the ownership level under the Guidelines. Stock options (if any were to be granted by the Company) do not count toward the ownership level under the Guidelines.

The applicable ownership level is to be achieved by our directors within the later of July 1, 2028 (five years after the effective date of the Guidelines) or five years following when he or she becomes subject to the Guidelines (such date, the “Compliance Date”). Prior to the first applicable Compliance Date, until a non-affiliated director has satisfied the applicable level of ownership, he or she is required to retain not less than 50% of the net shares received (shares received after any shares are withheld to satisfy applicable withholding taxes) from the vesting or settlement of any equity award granted after the effective date of the Guidelines. As of and following the first applicable Compliance Date, if the applicable level of ownership has not been achieved, or if it has been achieved but a non-affiliated director falls below the applicable level of ownership, he or she will be required to retain 100% of the net shares received from the vesting or settlement of any equity award granted until the applicable level of ownership is achieved.

2023 Director Compensation Table

The following table presents the compensation for each person who served as a member of our Board of Directors during 2023, other than Mr. Mitchell. Mr. Mitchell, who is also our Chief Executive Officer, receives no compensation for his service as a director. The compensation received by Mr. Mitchell as our Chief Executive Officer during 2023 is presented in the Summary Compensation Table. Mr. Cole, Ms. Golding and Mr. Hugli did not receive any compensation for his or her service as a director of ours in 2023, due to the fact that they were serving as officers of Rank Group at the time of payment or grant.


	Fees Earned or Paid in Cash		Stock Awards		All Other Compensation		Total
Name	($)		($)⁽¹⁾		($)⁽²⁾		($)
Gregory Cole	$	—	$	—	$	—	$	—
Helen Golding		—		—		—		—
Marla Gottschalk		120,000		145,008		4,008		269,016
Allen Hugli		—		—		—		—
Christine Montenegro McGrath		29,534		85,014		—		114,548
Richard Noll		170,000		209,990		6,012		386,002
Ann Ziegler		110,000		145,008		4,008		259,016

(1)The number of unvested RSUs held by each director at December 31, 2023 was: Mr. Cole: zero; Ms. Golding: zero; Ms. Gottschalk: 5,273; Mr. Hugli: zero; Mr. Noll: 7,636; Ms. McGrath: 3,274; and Ms. Ziegler: 5,273.

(2)The amounts in this column represent the dollar value of dividend equivalents paid in 2023 related to RSUs held by the director.

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PROPOSAL 2: APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ALLOW FOR EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW

The Board has unanimously approved and declared advisable, and recommends that our stockholders approve, an amendment to our Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law (the “Charter Amendment”).

The State of Delaware, which is the Company’s state of incorporation, recently amended Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) to authorize Delaware corporations to adopt a provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers for breach of the fiduciary duty of care. Previously, the DGCL allowed only exculpation of directors for breach of the fiduciary duty of care. As amended, Section 102(b)(7) of the DGCL authorizes corporations to provide for exculpation of the following officers: (i) the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in the corporation’s SEC filings, and (iii) other individuals who have agreed to be identified as officers of the corporation for purposes of service of process.

Section 102(b)(7) of the DGCL, as amended, only permits, and therefore Charter Amendment would only permit, the exculpation of those certain officers for claims that do not involve breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. In addition, under the Charter Amendment, the exculpation of officers would not apply to claims brought by or in the right of the Company, such as derivative claims.

In considering whether to propose the Charter Amendment, the Board considered that the role of an officer (like the role of a director) requires time-sensitive decision-making on critical matters which can create substantial risk of investigations, claims, actions, lawsuits, or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. The Board believes the Charter Amendment better aligns the protections available to the Company’s officers with those currently available to the Company’s directors and would avoid the risk of officers being added to direct claims relating to breaches of the duty of care, which can lead to increased litigation and insurance costs. In addition, the Board believes that the Charter Amendment would better position the Company to continue to attract and retain top executive talent by providing protection against the potential exposure to liabilities and costs of defense tied to such claims. For those reasons, and taking into account the limits on the types of claims for which officers’ liability would be exculpated, the Board determined that approval of the Charter Amendment to allow for exculpation of certain of the Company’s officers is advisable and in the best interests of the Company and its stockholders.

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Text of Proposed Charter Amendment

Our Amended and Restated Certificate of Incorporation currently provides for the exculpation of directors and does not include a provision allowing for the exculpation of officers. We propose to amend Section (A), Limited Liability, of Article 8, Indemnification, of our Amended and Restated Certificate of Incorporation so that it would state in its entirety as follows (with additions shown as underlined):

“(A) Limited Liability. A director or an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or an officer, to the fullest extent permitted by Delaware Law as the same exists or as may hereafter be amended from time to time.”

Timing and Effect of the Charter Amendment

Other than the replacement of the existing Section (A), Limited Liability, of Article 8, Indemnification by the proposed Section (A), Limited Liability, of Article 8, Indemnification, the remainder of the Amended and Restated Certificate of Incorporation will remain unchanged. If the Charter Amendment is approved by the stockholders, the amendment will become effective upon filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which the Company anticipates filing promptly following the Annual Meeting.

Board of Directors’ Recommendation

The Board of Directors recommends that stockholders vote FOR approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law.

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PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024. Our Board of Directors recommends that stockholders vote for ratification of this appointment. If this proposal is not approved at the Annual Meeting, the Audit Committee will reconsider its appointment, but may decide not to appoint a different independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our stockholders’ best interests.

PricewaterhouseCoopers LLP has audited our financial statements for each year since 2015. We expect representatives of PricewaterhouseCoopers LLP to be present at the Annual Meeting and available to respond to appropriate questions. They will have the opportunity to make a statement if they desire to do so.

Board of Directors’ Recommendation

The Board of Directors recommends that stockholders vote FOR ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024.

AUDITOR FEES

The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP for the years ended December 31, 2023 and 2022:


	2023		2022
	(in thousands)
Audit Fees⁽¹⁾	$	2,440	$	3,000
Audit-Related Fees⁽²⁾		150		425
Tax Fees		—		—
All Other Fees		—		—
Total	$	2,590	$	3,425

(1)Audit Fees for 2023 and 2022 were for professional services rendered for the audits of the Company’s annual consolidated financial statements and quarterly consolidated financial statements.

(2)Audit-related fees were for a Form S-3 filing on May 23, 2022 and comfort letter procedures.

All services rendered by PricewaterhouseCoopers LLP in 2023 and 2022 were approved by the Audit Committee, which considered whether the provision of all services was compatible with maintaining PricewaterhouseCoopers LLP’s independence.

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PRE-APPROVAL POLICY

The Audit Committee has adopted a policy with respect to pre-approval of certain types of audit and non-audit related services specifically described by the Audit Committee on an annual basis. In general, the Audit Committee has pre-approved the provision of certain audit services and audit-related services, in each case up to an annual amount which varies by the type of services. Individual engagements anticipated to exceed such pre-established thresholds must be separately approved. This policy also sets forth certain services that the Company’s independent public accountant is prohibited from providing to the Company. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

All services provided and fees charged by PricewaterhouseCoopers LLP to us were pre-approved in accordance with the policy described above.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with management and PricewaterhouseCoopers LLP the audited financial statements for the year ended December 31, 2023. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters that are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the SEC. The Audit Committee has received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with PricewaterhouseCoopers LLP that firm’s independence. The Audit Committee has concluded that PricewaterhouseCoopers LLP’s provision of audit and non-audit services to the company and its affiliates is compatible with PricewaterhouseCoopers LLP’s independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.

Audit Committee

Marla Gottschalk, Chair

Christine Montenegro McGrath

Ann Ziegler

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PROPOSAL 4: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

We are providing our stockholders the opportunity to cast an advisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement. Consistent with the preference expressed by our stockholders at the 2021 annual meeting of stockholders, we are conducting say-on-pay votes on an annual basis.

As described in the Compensation Discussion and Analysis (“CD&A”), we have designed the compensation arrangements for our named executive officers to provide compensation in overall amounts and in forms that attract and retain talented and experienced individuals and motivate our executive officers to achieve the goals that are important to our growth. Our Board and CNG Committee believe that our executive compensation program is tied to performance, aligns with shareholder interests and merits stockholder support. Accordingly, the Board recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion contained in this Proxy Statement.”

Because your vote is advisory, it will not be binding on the Board of Directors or the CNG Committee. However, the Board of Directors and the CNG Committee will carefully review the voting results. To the extent there is any significant negative vote on this proposal, we may consult directly with stockholders to better understand the concerns that influenced the vote.

Board of Directors’ Recommendation

The Board of Directors recommends that stockholders vote FOR the approval of the compensation of our named executive officers.

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EXECUTIVE COMPENSATION

The following provides information about our executive officers, as of March 1, 2024.

Name

Age

Position

Lance Mitchell

President and Chief Executive Officer

Scott Huckins

Chief Financial Officer

Rachel Bishop

President, Hefty Tableware

Judith Buckner

President, Reynolds Cooking & Baking

Lisa Smith

President, Hefty Waste and Storage

Christopher Corey

President, Presto Products

Stephan Pace

President, Sales and Chief Customer Officer

Chris Mayrhofer

Senior Vice President and Corporate Controller

Steve Estes

Chief Administrative Officer

Rita Fisher

Chief Information Officer and Executive Vice President, Supply Chain

Michael McMahon

Senior Vice President, Key Accounts Sales

Valerie Miller

Executive Vice President of Human Resources

David Watson

Legal Counsel and Corporate Secretary

Nathan Lowe

Vice President, Financial Planning & Analysis

Mark Swartzberg

Vice President, Investor Relations

Lance Mitchell

Mr. Mitchell has served as the Company’s President and Chief Executive Officer since 2011 and as a member of the Company’s board of directors since October 2019. From 2005 to 2011, Mr. Mitchell served as President of Closure Systems International (part of PEI Group from 2008 to 2019). Mr. Mitchell commenced his career in sales and marketing at Owens Corning. progressed to General Management positions at Avery Dennison and Goodrich followed by executive management positions at PolyOne and Alcoa before joining PEI Group in 2008. Mr. Mitchell received a B.S. in Business from Bowling Green State University.

Scott Huckins

Mr. Huckins has served as the Company’s Chief Financial Officer since November 2023. Prior to joining the Company in October 2023, Mr. Huckins served as the CFO of SunOpta, Inc. from 2019 to October 2023. Mr. Huckins previously served as CFO of Claire’s Stores Inc. from 2016 to 2019. Prior to Claire’s, Mr. Huckins was with Sears Holdings from 2012 to 2016 where he served in the roles of Vice President – Treasurer and as President – Sears Reinsurance Company, Ltd., a captive reinsurance company operating in Bermuda. Mr. Huckins also served as Vice President – Treasury, Tax, and Investor Relations at RCS Holdings, Inc. from 2010 to 2012. He formerly served as Principal at Pioneer Advisors from 2008 to 2009. From 2001 to 2008, Mr. Huckins served in senior leadership roles at Koch Industries Inc. and affiliated companies, including as President & CEO of Koch Financial Products, LLC, CFO of the Capital Markets Division, Treasurer of Koch Industries Inc., and CFO of KoSa B.V. Mr. Huckins holds a Bachelor of Science in Finance from Arizona State University and earned a Master of Management, with concentrations in Finance and Management Strategy, from Northwestern University, J.L. Kellogg Graduate School of Management.

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Rachel Bishop

Ms. Bishop has served as the Company’s President of Hefty Tableware since 2019. Prior to joining the Company, she served as Chief Strategy Officer and President, Snacks at TreeHouse Foods, Inc. Ms. Bishop was previously Group Vice President of Retail Strategy at the Walgreen Company and began her business career at McKinsey & Company, where she worked with consumer businesses on a broad range of sales, marketing, and operational topics. Ms. Bishop has served as a board member of Sally Beauty Holdings since 2022. Ms. Bishop earned B.S. degrees in Materials Science and Engineering and in Geophysics from Brown University and a Ph.D in Materials Science and Engineering with a minor in Technology Management from Northwestern University.

Judith Buckner

Ms. Buckner has served as the Company’s President of Reynolds Cooking & Baking since November 2022. She previously served as the Company’s President of Presto Products from 2019 to November 2022 and Senior Vice President, Business Transformation of the Company from 2017 to 2019. Ms. Buckner first joined the Company in 2000 as an Engineering Manager and has held various other leadership roles including Director of Manufacturing, Plant Manager, Director of Engineering and New Product Development and Vice President of Operations and Engineering. Her prior experience includes various engineering and leadership roles in product development and operations at Hoechst-Celanese/Invista from 1991 to 2000. Ms. Buckner earned a B.S. in Chemical Engineering from Purdue University.

Lisa Smith

Ms. Smith has served as the Company’s President of the Hefty Waste & Storage business since 2020. She previously served as Senior Vice President of Marketing for the Reynolds Cooking & Baking business since 2018, and prior to that was Vice President of Marketing for the Hefty Waste & Storage business from 2015 to 2018. Ms. Smith first joined the Company in 2009. Her prior experience includes holding marketing, sales and category management roles at CPG organizations including Mars, Sara Lee and Sunstar/GUM. Ms. Smith earned a B.S. in Marketing from the University of Illinois and an MBA from the J.L. Kellogg Graduate School of Management at Northwestern University.

Christopher Corey

Mr. Corey has served as the Company’s President of Presto Products since November 2022. He previously served as Senior Vice President, International and Canada of the Company from 2019 until November 2022. His prior experience in CPG leadership includes roles at Kraft Heinz, Boehringer Ingelheim Consumer Healthcare, and Johnson & Johnson. Mr. Corey earned a Bachelor in Finance from the University of New Mexico and an MBA in Marketing from the Thunderbird School of Global Management.

Stephan Pace

Mr. Pace has served as the Company’s President, Sales and Chief Customer Officer, since 2020. Prior to this role, he served as the Company’s President of Walmart/Sam’s and eCommerce since 2015 and the Company’s Chief Customer Officer and Senior Vice President of Sales beginning in 2010. He served as Vice President of Sales for Pactiv’s Consumer Products Division prior to PEI’s acquisition of Pactiv in 2010. Mr. Pace joined Pactiv in 2001 and held several senior management positions. Prior to joining Pactiv, he served in a variety of sales and marketing roles at Unilever plc and Procter & Gamble Company. Mr. Pace received a B.A. in Economics from Wesleyan University.

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Chris Mayrhofer

Mr. Mayrhofer has served as the Company’s Senior Vice President and Corporate Controller since January 1, 2021 and as the Principal Accounting Officer since April 22, 2020. He previously served as Vice President and Controller for the Company from July 15, 2019 to January 1, 2021. Prior to joining the Company, Mr. Mayrhofer served as Vice President and Corporate Controller of Evergreen Packaging from 2017 to July 2019, Vice President and Corporate Controller of Graham Packaging from 2012 to 2017 and, prior to that, held various financial positions with PEI Group from 2009 to 2012, Performance Food Group Company from 2005 to 2009 and Ernst & Young LLP. He holds a Bachelor of Business Administration in Accounting from the University of Richmond and is a Certified Public Accountant.

Steve Estes

Mr. Estes joined the Company in January 2021 as its first Chief Administrative Officer, leading Business Transformation, EHS, HR, Legal, Procurement and Operational Excellence. He has 23 years of experience with Rank Group-owned companies, including his most recent role as Chief Human Resources Officer, Rank Group. He previously served as Vice President Human Resources, Rank Group, promoted from his role as, Vice President of Human Resources, Evergreen Packaging. He also served in Human Resources and safety roles at International Paper, Mattel, Inc., and Bruce Hardwood Floors. Mr. Estes earned a BBA in HR Management from Freed-Hardeman University and an MBA from Georgia Southern University.

Rita Fisher

Ms. Fisher has served as the Company’s Chief Information Officer and Executive Vice President, Supply Chain since August 2017. Prior to joining the Company, Ms. Fisher served as Vice President and Head of Global Business Services for Kraft Heinz. During her 22 years at Kraft Heinz, she held many global and regional roles in Information Technology and Supply Chain, including Head of Global IT and Senior Director Supply Chain Transformation. Ms. Fisher started her career at People’s Gas Company as a Senior Business Analyst. Currently, Ms. Fisher is a member of the board of directors of Lamb Weston Holdings, Inc. Ms. Fisher earned a B.S. in Mathematics and Computer Science from the University of Illinois at Chicago and an M.S. in Computer Science from DePaul University.

Michael McMahon

Mr. McMahon has served as Senior Vice President, Key Accounts Sales since April 2015. Prior to that he served as Vice President of the Non Foods/Club Channel from November 2012 to March 2015. He joined Pactiv in 2006 as Director Category Management, and moved to the Company following PEI’s 2010 acquisition of Pactiv. Prior to that he had twenty years of sales experience at Kraft Foods, in roles including Senior Director of Category Planning. Mr. McMahon earned a B.A. in Marketing and Management from Olivet College, Michigan.

Valerie Miller

Ms. Miller has served as the Executive Vice President of Human Resources since January 2021 and as Vice President of Human Resources since October 2019. Prior to that, she served as the Senior Director of Human Resources from April 2017 to September 2019, and in various other Human Resources roles with the Company since 2012. Before that, she held various Human Resources leadership positions with Graham Packaging. Ms. Miller earned her B.A. in Business Administration from Carthage College and an MBA from University Wisconsin at Milwaukee.

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David Watson

Mr. Watson has served as Legal Counsel of the Company since February 2015, and as Corporate Secretary since January 31, 2020. Prior to that, he served as General Counsel and in various other legal roles with the Company since July 2009. Prior to that, he held chief legal officer positions with several public and private companies. Mr. Watson earned a B.S. in Business Administration from the University of Illinois and a J.D. from University of Illinois College of Law.

Nathan Lowe

Mr. Lowe has served as the Company’s Vice President of Financial Planning & Analysis since January 2021. Prior to that, he served as the Senior Director of Financial Planning & Analysis from January 2019 to December 2020. Mr. Lowe joined the Company after serving as Assistant Corporate Controller and Treasurer of GEC Packaging Technologies (part of PEI Group) from 2016 to 2018, and Financial Controller of Americold Logistics LLC’s international business from 2015 to 2016. From 2006 to 2015, Mr. Lowe was at KPMG both in Australia and USA, where he worked primarily with consumer and industrial businesses providing a range of audit and advisory services. He holds a Bachelor of Commerce and Accounting and Bachelor of Applied Finance from Macquarie University and is a Chartered Accountant.

Mark Swartzberg

Mr. Swartzberg has served as Vice President of Investor Relations since April 2020. Prior to joining the Company, Mr. Swartzberg served as Vice President of Investor Relations of Molson Coors from 2018 to 2020, and prior to that held various securities analyst positions with Stifel Nicolaus from 2002 to 2018, ABN AMRO Bank N.V. from 2000 to 2002, and Smith Barney from 1998 to 2000. Mr. Swartzberg earned a B.A. in History and Political Science from Duke University and an MBA from Harvard Business School.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This CD&A describes our compensation approach and programs for our named executive officers (“NEOs”), which consist of the following persons for 2023:

•Lance Mitchell, President and Chief Executive Officer

•Scott Huckins, Chief Financial Officer

•Rachel Bishop, President, Hefty Tableware

•Judith Buckner, President, Reynolds Cooking & Baking

•Lisa Smith, President, Hefty Waste and Storage

•Michael Graham, who served as Chief Financial Officer until November 13, 2023

As previously disclosed, effective November 13, 2023, Scott Huckins succeeded Michael Graham as the Company’s Chief Financial Officer, who previously announced his planned retirement from the Company. Effective upon Mr. Huckins’ appointment as Chief Financial Officer, Michael Graham stepped down from this position and moved into an advisory role to assist with the transition. Michael Graham remains a full-time employee with the Company, with the same compensation and under the same terms and conditions as his employment agreement, until his planned retirement on March 31, 2024.

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The following discussion relates to the compensation of our NEOs whose compensation is disclosed below, as well as the overall principles underlying our executive compensation policies. Except as otherwise indicated, the information in this section relates to the compensation of our NEOs, and the principles underlying our executive compensation policies, during and for 2023.

Our Compensation Objectives and Philosophy

Our compensation objectives include attracting and retaining top talent, motivating and rewarding the performance of senior executives in support of achievement of strategic, financial and operating performance objectives and ensuring that our total compensation packages are competitive in comparison to those offered by our peers. Our NEOs, as well as our employees generally, participate in compensation and benefits plans and programs that are intended to align our compensation programs with our business objectives, promote good corporate governance and seek to achieve our compensation objectives.

To ensure that management’s interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort, our executive compensation program emphasizes a pay-for-performance compensation philosophy so that attainment of enterprise-wide, business unit and individual performance goals are rewarded. Through the use of performance-based plans that emphasize attainment of enterprise-wide and/or business unit goals, we seek to foster teamwork and commitment to performance. Further, the use of components such as equity ownership and long-term equity-based incentive compensation programs is important to ensure that the efforts of management are consistent with the objectives of our stockholders.

The CNG Committee also values the opinions of our stockholders, and it reviews and considers the outcome of our annual vote on executive compensation, also known as the “say-on-pay” vote, along with other relevant factors, in evaluating the compensation program for the NEOs. At our 2023 annual meeting, stockholders showed strong support for our executive compensation program, with approximately 99% of votes cast approving our advisory say-on-pay proposal. The CNG Committee considered the strong level of stockholder support and made no material changes in our executive compensation program as a result of the 2023 say-on-pay vote.

Risk Assessment of Compensation Programs

Our CNG Committee, based on an evaluation by management, assisted by the Committee’s independent compensation consultant, does not believe that our compensation arrangements, including financial performance measures used to determine short-term and long-term incentive payout amounts, provide our employees with an incentive to engage in business activities or other behavior that would expose us or our stockholders to risks that are reasonably likely to have a material adverse effect on our company.

Executive Compensation Process

Role of the Independent Compensation Consultant

The CNG Committee has responsibility for determining our compensation philosophy, structuring our compensation and benefits programs and determining appropriate payments and awards to our executive officers, including our NEOs. The CNG Committee is also responsible for implementing, monitoring and evaluating our executive compensation philosophy and objectives and overseeing the compensation program for senior executives. The CNG Committee’s responsibilities and authority are described fully in its Charter. Our CNG Committee has engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant, to advise on compensation matters.

In addition, Pearl Meyer provided an analysis of base salary, annual incentive program (“AIP”) compensation and long-term incentive (“LTI”) compensation for senior executives, comparing them to executives at companies in our peer group (the “Benchmark Comparison Group”) and using compensation survey data for similarly sized organizations in our industry.

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Peer Group

The Benchmark Comparison Group utilized as a benchmark for executive compensation matters for 2023 included:


• AptarGroup, Inc. • Central Garden & Pet Company • Church & Dwight Co., Inc. • Edgewell Personal Care Company • Energizer Holdings, Inc. • Greif, Inc. • Hasbro, Inc. • Helen of Troy Limited • Medifast, Inc.			• Nu Skin Enterprises, Inc. • O-I Glass, Inc. • Sealed Air Corporation • Silgan Holdings Inc. • Snap-on Incorporated • Sonoco Products Company • Spectrum Brands Holdings, Inc. • The Clorox Company • The Scotts Miracle-Gro Company

The criteria considered in selecting peer companies for the Benchmark Comparison Group include the following:

•size, as measured by revenue, market capitalization and enterprise value;

•industry category, including consumer household, personal and leisure products, household durables, containers and packaging; and

•competition for sources of talent.

As part of our annual compensation planning, a review was performed of the Benchmark Comparison Group to ensure the group remains a reasonable basis of comparison of industry and size. In preparation for determining 2023 executive compensation matters, Tupperware Brands was removed from our Benchmark Comparison Group due to declining market capitalization and potential restructuring activity, and Sonoco Products Company was added due to its size, industry and competition for sources of talent.

Role of Management

Our CEO, in collaboration with Pearl Meyer and with input from the CNG Committee, makes recommendations to the CNG Committee for base salary, AIP, LTI and any other elements of our compensation program for each NEO (other than the CEO, whose compensation is determined solely by the CNG Committee). Our CEO also provides recommendations to the CNG Committee on other elements of our compensation program for senior executives, including, for example, the design and metrics under our AIP and LTI programs. While the CNG Committee will consider the CEO’s recommendations with respect to the compensation of the NEOs, the CNG Committee independently evaluates the recommendations and makes all final compensation decisions relating to the NEOs.

In the case of compensation for employees below the most senior level, the CNG Committee has delegated certain authority to our management to make determinations in accordance with guidelines established by the CNG Committee.

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Total Direct Compensation

The CNG Committee, advised by its independent compensation consultant Pearl Meyer, is responsible for overseeing and approving the executive compensation program for the Company’s executive officers, including our named executive officers. To establish the appropriate target total direct compensation for each position, Pearl Meyer provides and the Committee reviews the market levels for base salary, target annual cash, target LTI and total direct compensation based upon our Benchmark Comparison Group and published surveys. The Committee then considers that market data, as well as other factors, in determining the elements of total direct compensation for each position.

Elements of Compensation

The components of executive compensation for our NEOs, and the primary objectives of each, are summarized in the chart below:

Compensation Element

Description

Form

Objective

Base Salary

Fixed based on level of responsibility, experience, tenure and qualifications

Cash

• Support talent attraction and retention

Annual Incentive Program

Variable based on the achievement of annual financial metrics

Cash

• Link pay and performance

• Drive the achievement of short-term business objectives

LTI Compensation

Variable based on the achievement of longer-term goals and stockholder value creation

50% time-based RSUs and 50% performance share units (“PSUs”)

• Support talent attraction and retention

• Link pay and performance

• Drive the achievement of longer-term goals

• Align with shareholder interests and focus on creating value over long-term

Other Compensation and Benefits Programs

Employee health, welfare and retirement benefits

Group medical benefits

Life and disability insurance

401(k) plan participation

Nonqualified deferred compensation plan

• Support talent attraction and retention

Because of the ability of our NEOs to directly influence our overall performance, and consistent with our philosophy of linking pay to performance, the compensation programs allocate a significant portion of compensation paid to our NEOs to both short-term and long-term performance-based incentive programs. In addition, as an employee’s responsibility and ability to affect our financial results increases, base salary becomes a relatively smaller component of total compensation while long-term and at-risk incentive compensation becomes a larger component of total compensation.

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Base Salary

Base salaries are set at competitive levels necessary to attract and retain top-performing senior executives, including our NEOs, and are intended to compensate senior executives for their job responsibilities and level of experience. The CNG Committee has a goal to set each of the elements of total compensation at or around the 50th percentile of the Benchmark Comparison Group (and, for our presidents of our four business units, the overall general industry), adjusted to reflect each executive’s individual performance and contributions. In certain cases, including when an executive is recruited from another company or where it is otherwise appropriate to retain or incentivize an executive, the base salary may exceed the levels indicated in order to attract, and ultimately retain, the executive.

Mr. Mitchell did not receive a base salary adjustment in 2023. Mr. Graham and Mses. Bishop, Smith and Buckner received base salary adjustments of 3%, 3%, 5% and 11%, respectively, in 2023. All base salary adjustments for our NEOs in 2023 were made in an effort to align with our compensation goals.

In connection with his appointment as Chief Financial Officer, the CNG Committee established Mr. Huckins’ initial annual base salary at $675,000.

Annual Incentive Compensation

2023 Annual Incentive Program

Our 2023 annual incentive program (“2023 AIP”) was designed to provide an opportunity for our senior executives, including our NEOs, to earn an annual incentive, paid in cash, based on the achievement of certain financial targets and strategic priorities. An executive’s incentive target is a percentage of his or her actual annual base salary amount.

The 2023 AIP was designed to motivate our senior executives to achieve annual financial and other business goals based on our strategic, financial, and operating performance objectives. For our senior executives, including our NEOs, 80% of the payout under the 2023 AIP would be determined by 2023 Adjusted EBIT as a percentage of 2022 Adjusted EBIT (“Adjusted EBIT Growth”). The remaining 20% would be determined by the 2023 increase in total net revenues relative to 2022 total net revenues (“Revenue Growth”). The target levels, as well as threshold and maximum levels, for these performance metrics were set by the CNG Committee in the first quarter of 2023. Based on the combined Adjusted EBIT Growth and Revenue Growth results, a participant could earn up to 200% of the target value.

In the first quarter of 2023, the CNG Committee established the following payout levels that would be associated with the degree to which each of Adjusted EBIT Growth and Revenue Growth was attained for 2023:


Adjusted EBIT Growth	Threshold			Target			Maximum
FY 2023 ($m)		386			438			472
% of FY 2022		90	%		102	%		110	%
Percentage Payout Level		25	%		100	%		200	%

Revenue Growth	Threshold			Target			Maximum
FY 2023 ($m)		3,722			3,912			4,103
% of FY 2022		97.5	%		102.5	%		107.5	%
Percentage Payout Level		25	%		100	%		200	%

The CNG Committee provided that payout levels would be interpolated for results between the threshold and maximum levels.

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In the first quarter of 2023 (with the exception of Mr. Huckins, which occurred in the third quarter of 2023), the CNG Committee also established the target amounts to which the resulting percentage payout level would be applied. The target percentage of actual base salary for the year for each NEO was:


Name	Target % of Base Salary
Lance Mitchell		115	%
Scott Huckins		75	%
Rachel Bishop		65	%
Judith Buckner		65	%
Lisa Smith		65	%
Michael Graham		60	%

In January 2024, the CNG Committee determined the degree to which the Adjusted EBIT Growth and Revenue Growth goals were attained, and the resulting payout level relative to the target amount for each metric. Based on the achievement level of the Adjusted EBIT Growth target, the payout for such metric was 200%; and based on the achievement level of the Revenue Growth target, the payout for such metric was 39%. After applying the applicable weightings of these metrics, the total payout level was 168% of target, as shown below:


Metric	Actual ($m / %)	Payout Attainment (%)			Weight (%)			Final Payout (%)
Adjusted EBIT Growth (FY 2023 result / % of FY 2022)⁽¹⁾	$512 / 119%		200	%		80	%		160	%
Revenue Growth (FY 2023 result / % of FY 2022)	$3,756 / 98%		39	%		20	%		8	%
Total									168	%

(1)Adjusted EBIT is a non-GAAP financial measure. Refer to Appendix A to this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure.

Based on the results as applied to the 2023 AIP as described above, the CNG Committee’s approval resulted in the payment of the following amounts to our NEOs under the 2023 AIP:


Name	2023 AIP Payout
Lance Mitchell	$	2,994,600
Scott Huckins(1)	$	162,422
Rachel Bishop	$	589,316
Judith Buckner	$	573,300
Lisa Smith	$	543,725
Michael Graham	$	854,137

(1) Mr. Huckins’ AIP payout amount was based on his base salary in 2023, which was prorated based on his start date.

The amounts paid to our NEOs pursuant to the 2023 AIP are set forth in the “Non-Equity Incentive Plan Compensation” column of our Summary Compensation Table, because the outcomes with respect to the relevant targets under the objectives were substantially uncertain at the time the targets were established by the CNG Committee and communicated to the NEOs.

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In addition, in connection with Mr. Huckins’ appointment as Chief Financial Officer, the CNG Committee provided for a cash sign-on bonus of $500,000, which was paid to Mr. Huckins on December 29, 2023, and which is subject to full repayment to us by Mr. Huckins in the event that, within one year following the payment date, he voluntarily terminates his employment or we terminate his employment for cause.

Long-Term Incentive Compensation

Equity Awards Granted in 2023

The LTI program for 2023 consisted of RSU and PSU awards. The CNG Committee believes that this mix emphasizes performance, further aligning with our stockholders’ interests, and promotes retention. The RSUs vest over a three-year period, with 1/3 vesting each year, beginning on the first anniversary of the date of grant. The PSUs are earned based on the extent to which specified performance metrics established at the date of the grant were achieved. For our senior executives, including our NEOs, 50% of the target number of PSUs that could be earned would be determined by 2023 adjusted earnings per share as a percentage of 2022 adjusted earnings per share (“Adjusted EPS Growth”). The remaining 50% would be determined by the 2023 Free Cash Flow. Participants had the ability to earn 25% of the target number of PSUs for achieving threshold performance and 200% of the target number of PSUs for achieving maximum performance. The number of PSUs earned, if any, would vest on the third anniversary of the date of grant.

At the time of grant, the CNG Committee established the following percentage of target number of PSUs that could be earned, based on the degree to which each of Adjusted EPS Growth and Free Cash Flow was attained for 2023:


Adjusted EPS Growth	Threshold			Target			Maximum
FY 2023 ($)		1.13			1.32			1.52
% of FY 2022		88	%		103.5	%		119	%
Percentage PSUs Earned		25	%		100	%		200	%

Free Cash Flow	Threshold			Target			Maximum
FY 2023 ($m)		328			410			492
Percentage PSUs Earned		25	%		100	%		200	%

The number of RSUs and the target number of PSUs granted to our NEOs in 2023 were as follows:


Name	LTI RSUs (#)		LTI PSUs (#)
Lance Mitchell		65,017		65,017
Scott Huckins		56,647		—
Rachel Bishop		12,254		12,254
Judith Buckner		11,892		11,892
Lisa Smith		11,326		11,325
Michael Graham		18,635		18,634

In January 2024, the CNG Committee determined the degree to which the Adjusted EPS Growth and Free Cash Flow goals were attained, and the resulting percentage of target number of PSUs that were earned for each metric. Based on the achievement level of the Adjusted EPS Growth target, the percentage earned for such metric was 150%; and based on the achievement level of the Free Cash Flow target, the percentage earned for such metric was 200%. After applying the applicable weightings of these metrics, the percentage earned was 175% of target, as shown below:

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Metric	Actual	Attainment (%)			Weight (%)			Final Earned (%)
Adjusted EPS Growth (FY 2023 result / % of FY 2022)⁽¹⁾	$1.42 / 111%		150	%		50	%		75	%
Free Cash Flow (FY 2023 result, in millions)⁽¹⁾	$540		200	%		50	%		100	%
Total									175	%

(1)Adjusted EPS and Free Cash Flow are non-GAAP financial measures. Refer to Appendix A to this Proxy Statement for a reconciliation of these non-GAAP financial measures to the corresponding GAAP measure.

Based on the results as applied to the 2023 PSUs as described above, the CNG Committee’s approval resulted in the following number of PSUs being earned by each NEO:


Name						2023 PSUs Earned
Lance Mitchell						113,780
Scott Huckins						—
Rachel Bishop						21,445
Judith Buckner						20,811
Lisa Smith						19,819
Michael Graham						32,610

The earned PSUs will vest on February 1, 2026, the third anniversary of the date of grant.

Other Compensation—Retirement and Welfare Benefits

Retirement and welfare benefit programs are a necessary element of the total compensation package to ensure a competitive position in attracting and retaining a committed workforce. Participation in these programs is not tied to performance.

Our specific contribution levels to these programs are adjusted annually to maintain a competitive position while considering costs.

•Employee Savings Plan. All non-union employees in the United States, including our NEOs, are eligible to participate in a tax-qualified retirement savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). We make a 2% non-elective contribution and matching contributions of 100% of the first 6% of an employee’s elective deferral contribution.

•Welfare Plans. Our executives are also eligible to participate in our broad-based health and welfare plans (including medical, dental, vision, life insurance and disability plans) upon the same terms and conditions as other employees.

•Pension Plan for Pactiv Evergreen (formerly known as the Pactiv Evergreen Pension Plan). Certain employees, including Mses. Buckner and Smith, have frozen benefits under the Pension Plan for Pactiv Evergreen.

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Employees who are at a designated salary grade or above, including all NEOs, may defer a portion of their salary and bonus each year into a nonqualified deferred compensation plan, which is a tax-deferred plan. We also make contributions to this plan mirroring percentage contributions made to the 401(k) plan. This program is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. The amounts deferred are our unsecured obligations, receive no preferential standing, and are subject to the same risks as any of our other unsecured obligations.

We provide the NEOs with limited perquisites and other personal benefits, including reimbursement of relocation costs. Additionally, we purchase tickets to various cultural, charitable, civic, entertainment and sporting events for business development and relationship building purposes, and to maintain involvement in communities in which we operate and our employees live. Occasionally, our employees, including the NEOs, make personal use of tickets that would not otherwise be used for business purposes. The CNG Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs. The CNG Committee intends to maintain only those perquisites and other benefits that it determines to be necessary components of total compensation and that are not inconsistent with stockholder interests.

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Employment Agreements

We have entered into employment agreements with each of our NEOs (the “Employment Agreements”). The Employment Agreements provide for an initial base salary and an annual cash target incentive percentage, which may be adjusted from time to time by the CNG Committee. Other key elements of these agreements are outlined below.

Employee

Severance(1)

Restrictive

Covenants(2)

Lance Mitchell

• 12 months base salary plus a prorated target annual incentive

• 24 months base salary plus a prorated target annual incentive if following a Sale of Business(3)