Reynolds Consumer Products Inc.

For the period ended Dec 31, 2023. Filed Mar 12, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Mar 12, 2024

REYN$24.11-1.7%Stored close · as of Nov 6, 2026

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Contents

Pay Versus Performance

Please refer to the CD&A in its entirety for a full discussion on how the CNG Committee makes its decisions on executive compensation and our pay-for-performance compensation philosophy. The following table sets forth additional compensation information regarding our principal executive officer, Lance Mitchell (“PEO” or “CEO”), and our other NEOs (averaged), along with total shareholder return (“TSR”), net income and Adjusted EBIT performance results for our 2023, 2022, 2021 and 2020 fiscal years:

Year · Summary Compensation Table Total for PEO($) · Compensation Actually Paid to PEO(1)(2)($) · Average Summary Compensation Table Total for Non-PEO NEOs(3)($) · Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3)($) · Value of Initial Fixed $100 Investment Based On: · Net Income($m) · Adjusted EBIT(6)($m)
Company TSR(4)($) · Peer Group TSR(4)(5)($)
2023	8,721,018	9,414,595	2,171,986	2,291,678	105	120	298	512
2022	6,805,161	3,692,477	1,715,941	1,096,076	114	121	258	429
2021	5,940,377	3,389,548	1,480,706	1,022,817	116	131	324	492
2020	11,410,221	12,624,919	2,683,195	2,896,277	107	114	363	618

(1)To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to the Summary Compensation Table (“SCT”) total compensation for 2023 (the equity adjustments for 2020-2022 were set forth in the proxy statement for our 2023 annual meeting of stockholders):

PEO SCT Total to CAP Reconciliation

Year	SCT Total($)	Deductionsfrom SCT Total ($)(i)	Additionsto SCT Total($)(ii)	CAP($)
(i) · (ii)
2023	8,721,018	(4,105,334)	4,798,911	9,414,595

(i)Represents the following:

Year	Grant Date Fair Value of Covered Year Equity Awards($)	Year-Over-Year Change in Fair Value of Prior Years' Awards Unvested at the End of Covered Year($)	Change in Fair Value of Prior Years' Awards that Vested in Covered Year($)	Fair Value at End of Prior Year of Prior Years' Awards that Failed to Meet Applicable Vesting Conditions During the Covered Year($)	Deductionsfrom SCT Total ($)
2023	(3,875,014)	(195,274)	(35,046)	—	(4,105,334)

(ii) Represents the following:

Year	Fair Value of Covered Year Equity Awards at Covered Year End($)	Additionsto SCT Total($)
2023	4,798,911	4,798,911

Average Non-PEO NEO SCT Total to CAP Reconciliation

Year	SCT Total($)	Deductionsfrom SCT Total ($)(iii)	Additionsto SCT Total($)(iv)	CAP($)
2023	2,171,986	(983,104)	1,102,796	2,291,678

(iii) Represents the following:

Year	Grant Date Fair Value of Covered Year Equity Awards($)	Year-Over-Year Change in Fair Value of Prior Years' Awards Unvested at the End of Covered Year($)	Change in Fair Value of Prior Years' Awards that Vested in Covered Year($)	Fair Value at End of Prior Year of Prior Years' Awards that Failed to Meet Applicable Vesting Conditions During the Covered Year($)	Aggregate Change in the Actuarial Present Value of the Accumulated Benefit Under all Defined Benefit and Actuarial Plans Reported in the SCT in Each Year($)	Deductionsfrom SCT Total ($)
2023	(944,946)	(30,524)	(4,716)	—	(2,918)	(983,104)

(iv) Represents the following:

Year	Fair Value of Covered Year Equity Awards at Covered Year End($)	Additionsto SCT Total($)
2023	1,102,796	1,102,796

None of the NEOs are accruing benefits under a pension plan for services rendered in any of the covered years, and therefore no additions are required for pension plan service cost in determining CAP.

(2) Assumptions used in the valuation of equity awards for purposes of calculating compensation actually paid were the same as at the grant date except for adjusting for expected and actual performance of PSUs at each measurement date.

(3)The non-PEO NEOs represent the following individuals for each of the years shown:

2023: Scott Huckins, CFO, Rachel Bishop, President, Hefty Tableware, Judith Buckner, President, Reynolds Cooking & Baking, Lisa Smith, President, Hefty Waste and Storage and Michael Graham, former CFO;

2022: Michael Graham, CFO, Rachel Bishop, President, Hefty Tableware, Judith Buckner, President, Reynolds Cooking & Baking, Lisa Smith, President, Hefty Waste and Storage and Craig Cappel, former President, Reynolds Cooking & Baking;

2021: Michael Graham, CFO, Craig Cappel, former President, Reynolds Cooking & Baking, Stephan Pace, President, Sales and Chief Customer Officer and Steve Estes, Chief Administrative Officer; and

2020: Michael Graham, CFO, Rachel Bishop, President, Hefty Tableware, Craig Cappel, former President, Reynolds Cooking & Baking and Stephan Pace, President, Sales and Chief Customer Officer.

(4)Total shareholder return as calculated based on a fixed investment of $100 measured from the market close on January 31, 2020 (the first trading day of our stock) through and including the end of the fiscal year for each year reported in the table.

(5)The complete list of our peer group used for the TSR calculation is the same group of companies used by us for purposes of the performance graph in our Annual Report on Form 10-K and comprises: Church & Dwight Co., Inc., The Clorox Company, Colgate-Palmolive Company, Energizer Holdings, Inc., Kimberly-Clark Corporation, Newell Brands Inc., The Procter & Gamble Company, The Scotts Miracle-Gro Company, Spectrum Brands Holdings, Inc. and WD-40 Company.

(6)Our company-selected measure, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link Compensation Actually Paid to our NEOs for fiscal 2023 to our company’s performance is Adjusted EBIT. 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.

Financial Performance Measures

The most important financial performance measures used by us to link executive compensation actually paid to the Company’s NEOs, for 2023, to our performance are as follows:

Most Important Performance Measures

Adjusted EBIT

Revenue

Adjusted Earnings per Share

Adjusted EBITDA(1)

Free Cash Flow

(1)We define Adjusted EBITDA as net income calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and IPO and separation-related costs, as well as other non-recurring costs.

Relationship between Pay and Performance

The charts below present a graphical comparison of Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our Non-PEO NEOs set forth in the Pay Versus Performance table above, as compared against the following performance measures: our (1) TSR and peer group TSR, (2) net income, and (3) Adjusted EBIT. Refer to Appendix A to this Proxy Statement for a reconciliation of Adjusted EBIT to the corresponding GAAP measure for the periods presented.

Compensation Actually Paid vs. Cumulative Company TSR and Cumulative Peer Group TSR

(1) Regular CAP consists of CAP amounts in each year, other than IPO-Related CAP in 2020. IPO-Related CAP consists of the 2020 amounts awarded pursuant to IPO Success Transition Bonuses and the IPO RSUs granted on February 4, 2020.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Adjusted EBIT

ContentsView on SEC.gov

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