DEF 14A of Reynolds Consumer Products Inc., Mar 12, 2024

DEF 14A of Reynolds Consumer Products Inc.

Filed Mar 12, 2024 · FY20230001628280-24-010521

Open on EDGAR

  1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    DIRECTOR NOMINEES AND CONTINUING DIRECTORS

  2. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Director | Age⁽¹⁾ | | Director Since | Principal Occupation | Independent | Audit Committee | CNG Committee | | Greg Cole | | 60 | 2019 | Senior Executive, Rank | | | Chair | | Helen Golding | | 61 | 2019 | Group Legal Counsel, Rank | | | ✓ | | Marla Gottschalk | | 63 | 2020 | Former Chief Executive Officer, The Pampered Chef | ✓ | Chair | | | Allen Hugli | | 61 | 2021 | Chief Financial Officer, Rank | | | | | Christine Montenegro McGrath | | 58 | 2023 | Senior Vice President and Chief Impact & Sustainability Officer, Mondelez International | ✓ | ✓ | | | Lance Mitchell | | 64 | 2019 | Chief Executive Officer, Reynolds Consumer Products | | | | | Richard Noll⁽²⁾ | | 66 | 2020 | Former Chief Executive Officer, Hanesbrands Inc. | ✓ | | ✓ | | Ann Ziegler | | 65 | 2020 | Former Senior Vice President and Chief Financial Officer, CDW Corporation | ✓ | ✓ | |

  3. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    (1)As of March 1, 2024 (2)Chairman of the Board

  4. Board Diversity Matrix (as of March 1, 2024)

    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.

  5. Board Diversity Matrix (as of March 1, 2024)

    | 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 |

  6. CORPORATE GOVERNANCE HIGHLIGHTS

    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

  7. EXECUTIVE COMPENSATION BEST PRACTICES

    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.

  8. EXECUTIVE COMPENSATION BEST 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 |

  9. EXECUTIVE COMPENSATION BEST PRACTICES

    | 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 |

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    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.

  11. PROPOSAL 1: ELECTION OF DIRECTORS

    | 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. |

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    | 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. |

  13. PROPOSAL 1: ELECTION OF DIRECTORS

    | 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. |

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    | 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. |

  15. PROPOSAL 1: ELECTION OF DIRECTORS

    | 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. |

  16. PROPOSAL 1: ELECTION OF DIRECTORS

    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.

  17. DIRECTOR COMPENSATION

    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.

  18. 2023 Director Compensation Table

    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.

  19. 2023 Director Compensation Table

    | | 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 |

  20. 2023 Director Compensation Table

    (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. 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.

  21. Executive Compensation Process

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

  22. Executive Compensation Process

    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.

  23. Elements of Compensation

    | 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 |

  24. Annual Incentive Compensation

    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:

  25. Annual Incentive Compensation

    | 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% |

  26. Annual Incentive Compensation

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

  27. Annual Incentive Compensation

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

  28. Annual Incentive Compensation

    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:

  29. Annual Incentive Compensation

    | 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% |

  30. Annual Incentive Compensation

    (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:

  31. Annual Incentive Compensation

    | 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 |

  32. Annual Incentive Compensation

    (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. 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.

  33. Long-Term Incentive Compensation

    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:

  34. Long-Term Incentive Compensation

    | 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% |

  35. Long-Term Incentive Compensation

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

  36. Long-Term Incentive Compensation

    | 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 |

  37. Long-Term Incentive Compensation

    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:

  38. Long-Term Incentive Compensation

    | 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% |

  39. Long-Term Incentive Compensation

    (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:

  40. Long-Term Incentive Compensation

    | 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 |

  41. Long-Term Incentive Compensation

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

  42. Employment Agreements

    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.

  43. Employment Agreements

    | 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) • 12 months COBRA premium assistance | Yes | | Scott Huckins | • 12 months base salary • 24 months base salary plus a prorated target annual incentive if following a Sale of Business(3) • 12 months COBRA premium assistance | Yes | | Rachel Bishop | • 12 months base salary • 24 months base salary plus a prorated target annual incentive if following a Sale of Business(3) • 12 months COBRA premium assistance | Yes | | Judith Buckner | • 12 months base salary • 24 months base salary plus a prorated target annual incentive if following a Sale of Business(3) • 12 months COBRA premium assistance | Yes | | Lisa Smith | • 12 months base salary • 24 months base salary plus a prorated target annual incentive if following a Sale of Business(3) • 12 months COBRA premium assistance | Yes | | Michael Graham(4) | • 12 months base salary • 24 months base salary plus a prorated target annual incentive if following a Sale of Business(3) • 12 months COBRA premium assistance | Yes |

  44. Employment Agreements

    (1) Severance and COBRA premium assistance are provided if the employee is terminated without cause. Upon termination of employment, equity awards will be treated based on individual equity agreements. See the “Potential Payments upon Termination or Change in Control - Equity Awards” section below for further discussion. (2) Restrictive covenants include non-competition and non-solicitation covenants during employment and for one year following termination of employment for any reason. (3) Increased severance is provided if within 12 months following a Sale of Business, the employee is terminated without cause or resigns following a material reduction in his or her remuneration or scope of duties. (4) Upon Mr. Graham’s planned retirement on March 31, 2024, he will no longer be entitled to any severance benefits under his Employment Agreement, but the restrictive covenants will still apply to him for the period indicated in the agreement.

  45. Equity Incentive Plan

    Equity Incentive Plan The purpose of the Equity Incentive Plan is to motivate and reward our employees, directors, consultants and advisors to perform at the highest level and to further our best interests and those of our shareholders. Administration Our CNG Committee administers the Equity Incentive Plan. To the extent not inconsistent with applicable law, our CNG Committee may delegate to one or more of our officers some or all of the authority under the Equity Incentive Plan, including the authority to grant all types of awards authorized under the Equity Incentive Plan, except for grants to executive officers. Eligibility Generally, all employees, directors, consultants or other advisors of the Company or any of its affiliates are eligible to receive awards. No Repricing Except as provided in the adjustment provision of the Equity Incentive Plan, no action will directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise price of any option or SAR established at the time of grant thereof without approval of our shareholders. Director Pay Cap Subject to the adjustment provision of the Equity Incentive Plan, 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.

  46. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation paid to our NEOs during our fiscal years ended December 31, 2023, 2022 and 2021.

  47. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus⁽¹⁾ ($) | Stock Awards⁽²⁾ ($) | Non-Equity Incentive Plan Compensation⁽³⁾ ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁴⁾ ($) | All Other Compensation⁽⁵⁾ ($) | Total ($) | | Lance Mitchell | 2023 | 1,550,000 | — | 3,875,014 | 2,994,600 | — | 301,404 | 8,721,018 | | President and Chief Executive Officer | 2022 | 1,550,000 | — | 3,875,000 | 1,158,625 | — | 221,536 | 6,805,161 | | | 2021 | 1,550,000 | — | 3,487,508 | 713,000 | — | 189,869 | 5,940,377 | | Scott Huckins | 2023 | 128,906 | 500,000 | 1,500,013 | 162,422 | — | 8,675 | 2,300,016 | | Chief Financial Officer | | | | | | | | | | Rachel Bishop | 2023 | 539,667 | — | 730,338 | 589,316 | — | 84,545 | 1,943,866 | | President, Hefty Tableware | 2022 | 518,750 | — | 708,750 | 219,172 | — | 58,204 | 1,504,876 | | | 2021 | 447,863 | — | 562,516 | 116,444 | — | 74,443 | 1,201,266 | | Judith Buckner⁽⁶⁾ | 2023 | 525,000 | — | 708,764 | 573,300 | 14,167 | 77,032 | 1,898,263 | | President, Reynolds Cooking & Baking | 2022 | 477,083 | — | 641,242 | 201,568 | — | 57,276 | 1,377,169 | | Lisa Smith⁽⁶⁾ | 2023 | 497,917 | — | 675,000 | 543,725 | 423 | 69,299 | 1,786,364 | | President, Hefty Waste and Storage | 2022 | 467,917 | — | 641,242 | 197,695 | 230 | 51,986 | 1,359,070 | | Michael Graham | 2023 | 847,358 | — | 1,110,616 | 854,137 | — | 119,310 | 2,931,421 | | Former Chief Financial Officer | 2022 | 822,678 | — | 1,110,606 | 320,844 | — | 92,907 | 2,347,035 | | | 2021 | 822,678 | — | 1,028,356 | 197,443 | — | 128,572 | 2,177,049 |

  48. SUMMARY COMPENSATION TABLE

    (1) Represents a cash sign-on bonus of $500,000 paid to Mr. Huckins on December 29, 2023, which bonus 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. (2) Represents the aggregate grant date fair value of RSU and PSU awards granted during 2023, 2022 and 2021, computed in accordance with FASB ASC Topic 718, which for RSUs was equal to the number of RSUs in the grant, multiplied by the closing price of a share of our common stock on the date of grant, and for PSUs was equal to the closing price of a share of our common stock on the date of grant, multiplied by the number of shares that would be earned based on the probable outcome of the applicable performance conditions. The following tables present the grant date fair value of the RSUs included in the stock awards column above, as well as the grant date fair value of the PSUs and the grant date fair value of the PSUs assuming that the highest level of performance conditions would be achieved:

  49. SUMMARY COMPENSATION TABLE

    | | 2023 Annual PSUs | | | | 2023 Annual RSUs | | | | Grant Date Fair Value (Based on Probable Outcome) | | Grant Date Fair Value (Based on Maximum Performance) | | Grant Date Fair Value | | | Name | ($) | | ($) | | ($) | | | Lance Mitchell | | 1,937,507 | | 3,875,014 | | 1,937,507 | | Scott Huckins | | — | | — | | 1,500,013 | | Rachel Bishop | | 365,169 | | 730,338 | | 365,169 | | Judith Buckner | | 354,382 | | 708,764 | | 354,382 | | Lisa Smith | | 337,485 | | 674,970 | | 337,515 | | Michael Graham | | 555,293 | | 1,110,586 | | 555,323 |

  50. SUMMARY COMPENSATION TABLE

    | | 2022 Annual PSUs | | | | 2022 Annual RSUs | | | | Grant Date Fair Value (Based on Probable Outcome) | | Grant Date Fair Value (Based on Maximum Performance) | | Grant Date Fair Value | | | Name | ($) | | ($) | | ($) | | | Lance Mitchell | | 1,937,500 | | 3,875,000 | | 1,937,500 | | Rachel Bishop | | 354,375 | | 708,750 | | 354,375 | | Judith Buckner | | 320,606 | | 641,212 | | 320,636 | | Lisa Smith | | 320,606 | | 641,212 | | 320,636 | | Michael Graham | | 555,303 | | 1,110,606 | | 555,303 |

  51. SUMMARY COMPENSATION TABLE

    | | 2021 Annual PSUs | | | | 2021 Annual RSUs | | | | Grant Date Fair Value (Based on Probable Outcome) | | Grant Date Fair Value (Based on Maximum Performance) | | Grant Date Fair Value | | | Name | ($) | | ($) | | ($) | | | Lance Mitchell | | 1,743,754 | | 3,487,508 | | 1,743,754 | | Rachel Bishop | | 281,258 | | 562,516 | | 281,258 | | Michael Graham | | 514,163 | | 1,028,326 | | 514,193 |

  52. SUMMARY COMPENSATION TABLE

    (3) Represents the NEO’s payouts under the AIP for the applicable year. (4) Represents the aggregate change in the actuarial present value of the accumulated benefit under the legacy entitlements under the Pension Plan for Pactiv Evergreen for each of Ms. Buckner and Ms. Smith (the only two NEOs who are participants in such plan), from December 31, 2022 to December 31, 2023 for the 2023 amounts and from December 31, 2021 to December 31, 2022 for the 2022 amounts. In 2022, there was a decrease in the value of plan benefits for Ms. Buckner ($82,550), so this value is reported as $0. (5) The amounts reported in this column for 2023 include employer contributions to the 401(k) Retirement Plan and the Nonqualified Deferred Compensation Plan, the amount of dividend equivalents paid on unvested RSUs, group term life insurance and wellness credits as follows:

  53. SUMMARY COMPENSATION TABLE

    | Name | Company Contributions To 401(k) Plan ($) | | Company Contributions To Nonqualified Deferred Compensation Plan ($) | | Dividend Equivalents ($) | | Group Term Life Insurance ($) | | Wellness Credits ($) | | Total All Other Compensation ($) | | | Lance Mitchell | | 26,400 | | 138,600 | | 132,090 | | 3,564 | | 750 | | 301,404 | | Scott Huckins | | 8,288 | | — | | — | | 387 | | — | | 8,675 | | Rachel Bishop | | 25,105 | | 34,130 | | 20,310 | | 3,000 | | 2,000 | | 84,545 | | Judith Buckner | | 25,320 | | 31,725 | | 17,551 | | 1,436 | | 1,000 | | 77,032 | | Lisa Smith | | 26,400 | | 29,249 | | 9,328 | | 2,322 | | 2,000 | | 69,299 | | Michael Graham | | 17,657 | | 58,692 | | 37,397 | | 3,564 | | 2,000 | | 119,310 |

  54. SUMMARY COMPENSATION TABLE

    (6) As permitted by SEC rules, because 2022 was Ms. Buckner’s and Ms. Smith’s first year as NEOs, the compensation paid to them in 2021 is not included in this table.

  55. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table sets forth information regarding grants of plan-based awards to our NEOs during 2023.

  56. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾ | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | | | Name and Award Type | Grant Date | Date of CNG Committee Approval | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | All Other Stock Awards Number of Shares of Stock or Units (#) | | Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾ | | | Lance Mitchell | | | | | | | | | | | | | | | | | | | | 2023 AIP | | | | 445,625 | | 1,782,500 | | 3,565,000 | | | | | | | | | | | | RSUs | 2/1/2023 | 1/25/2023 | | | | | | | | | | | | | | 65,017 | | 1,937,507 | | PSUs | 2/1/2023 | 1/25/2023 | | | | | | | | 16,254 | | 65,017 | | 130,034 | | | | 1,937,507 | | Scott Huckins | | | | | | | | | | | | | | | | | | | | 2023 AIP | | | | 24,170 | | 96,680 | | 193,359 | | | | | | | | | | | | RSUs⁽³⁾ | 12/1/2023 | 9/5/2023 | | | | | | | | | | | | | | 56,647 | | 1,500,013 | | Rachel Bishop | | | | | | | | | | | | | | | | | | | | 2023 AIP | | | | 87,696 | | 350,783 | | 701,567 | | | | | | | | | | | | RSUs | 2/1/2023 | 1/25/2023 | | | | | | | | | | | | | | 12,254 | | 365,169 | | PSUs | 2/1/2023 | 1/25/2023 | | | | | | | | 3,064 | | 12,254 | | 24,508 | | | | 365,169 | | Judith Buckner | | | | | | | | | | | | | | | | | | | | 2023 AIP | | | | 85,313 | | 341,250 | | 682,500 | | | | | | | | | | | | RSUs | 2/1/2023 | 1/25/2023 | | | | | | | | | | | | | | 11,892 | | 354,382 | | PSUs | 2/1/2023 | 1/25/2023 | | | | | | | | 2,973 | | 11,892 | | 23,784 | | | | 354,382 | | Lisa Smith | | | | | | | | | | | | | | | | | | | | 2023 AIP | | | | 80,911 | | 323,646 | | 647,292 | | | | | | | | | | | | RSUs | 2/1/2023 | 1/25/2023 | | | | | | | | | | | | | | 11,326 | | 337,515 | | PSUs | 2/1/2023 | 1/25/2023 | | | | | | | | 2,831 | | 11,325 | | 22,650 | | | | 337,485 | | Michael Graham | | | | | | | | | | | | | | | | | | | | 2023 AIP | | | | 127,104 | | 508,415 | | 1,016,830 | | | | | | | | | | | | RSUs | 2/1/2023 | 1/25/2023 | | | | | | | | | | | | | | 18,635 | | 555,323 | | PSUs | 2/1/2023 | 1/25/2023 | | | | | | | | 4,659 | | 18,634 | | 37,268 | | | | 555,293 |

  57. 2023 GRANTS OF PLAN-BASED AWARDS

    (1)Amounts shown in this column represent the potential cash payout amounts under the 2023 AIP. The actual cash payout amounts under the 2023 AIP are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. For Mr. Huckins, the potential cash payout amounts are based on his prorated salary for 2023. (2)Amounts represent the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. Amounts related to PSUs represent the value at the grant date based upon the probable outcome of the performance conditions. (3)Mr. Huckins’ RSUs were granted on December 1, 2023 in connection with his appointment as Chief Financial Officer.

  58. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth certain information regarding equity awards that have been granted to our named executive officers and that were outstanding as of December 31, 2023:

  59. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Stock Awards | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁰⁾ | | | Lance Mitchell | 2/1/2021 | | 19,234 | ⁽¹⁾ | | 516,241 | | | 2/1/2022 | | 42,955 | ⁽²⁾ | | 1,152,912 | | | 2/1/2023 | | 178,797 | ⁽³⁾ | | 4,798,911 | | Scott Huckins | 12/1/2023 | | 56,647 | ⁽⁴⁾ | | 1,520,405 | | Rachel Bishop | 2/1/2021 | | 3,103 | ⁽¹⁾ | | 83,285 | | | 2/1/2022 | | 7,856 | ⁽²⁾ | | 210,855 | | | 2/1/2023 | | 33,699 | ⁽⁵⁾ | | 904,481 | | Judith Buckner | 2/1/2021 | | 2,758 | ⁽¹⁾ | | 74,025 | | | 2/1/2022 | | 7,108 | ⁽²⁾ | | 190,779 | | | 2/1/2023 | | 32,703 | ⁽⁶⁾ | | 877,749 | | Lisa Smith | 2/1/2021 | | 2,689 | ⁽¹⁾ | | 72,173 | | | 2/1/2022 | | 7,108 | ⁽²⁾ | | 190,779 | | | 2/1/2023 | | 31,145 | ⁽⁷⁾ | | 835,932 | | Michael Graham | 2/1/2021 | | 5,672 | ⁽¹⁾ | | 152,236 | | | 2/1/2022 | | 12,311 | ⁽⁸⁾ | | 330,427 | | | 2/1/2023 | | 51,245 | ⁽⁹⁾ | | 1,375,416 |

  60. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1)Represents RSUs that vested on February 1, 2024. (2)Represents RSUs that vest one-half on each of February 1, 2024 and 2025, subject to continued service on each vesting date. (3)Represents 65,017 RSUs that will vest one-third on each of the first three anniversaries of the grant date, subject to continued service on each vesting date, and 113,780 PSUs that were earned based on 2023 performance and will vest on February 1, 2026, subject to continued service. (4)Represents RSUs that vest one-third on each of the first three anniversaries of the grant date, subject to continued service on each vesting date. (5)Represents 12,254 RSUs that will vest one-third on each of the first three anniversaries of the grant date, subject to continued service on each vesting date, and 21,445 PSUs that were earned based on 2023 performance and will vest on February 1, 2026, subject to continued service. (6)Represents 11,892 RSUs that will vest one-third on each of the first three anniversaries of its respective grant date, subject to continued service on each vesting date, and 20,811 PSUs that were earned based on 2023 performance and will vest on February 1, 2026, subject to continued service. (7)Represents 11,326 RSUs that will vest one-third on each of the first three anniversaries of its respective grant date, subject to continued service on each vesting date, and 19,819 PSUs that were earned based on 2023 performance and will vest on February 1, 2026, subject to continued service. (8)Represents RSUs that will vest one-half on each of February 1, 2024 and 2025, as Mr. Graham qualifies for Enhanced Retirement (as defined and described under “Potential Payments upon Termination or Change in Control - Equity Awards” below) and will retire over a year after the grant date of these RSUs. (9)Represents 18,635 RSUs that will vest one-third on each of the first three anniversaries of its respective grant date and 32,610 PSUs that were earned based on 2023 performance and will vest on February 1, 2026, as Mr. Graham qualifies for Enhanced Retirement (as defined and described under “Potential Payments upon Termination or Change in Control - Equity Awards” below) and will retire over a year after the grant date of these RSUs and PSUs. (10)Market value is calculated by multiplying the number of shares by $26.84, the closing sale price per share of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of 2023.

  61. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth certain information regarding RSUs held by our named executive officers that vested in 2023. None of our named executive officers holds any stock options, and therefore no stock options were exercised in 2023.

  62. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | | | | Number of Shares Acquired on Vesting⁽¹⁾ | | Value Realized on Vesting⁽²⁾ | | | Name | (#) | | ($) | | | Lance Mitchell | | 71,355 | | 2,104,574 | | Scott Huckins | | — | | — | | Rachel Bishop | | 11,390 | | 335,822 | | Judith Buckner | | 9,965 | | 293,927 | | Lisa Smith | | 6,661 | | 197,360 | | Michael Graham | | 20,277 | | 597,334 |

  63. OPTION EXERCISES AND STOCK VESTED

    (1)Represents RSUs that vested on February 1, 2023, February 4, 2023 and March 5, 2023, before shares were withheld for taxes. (2)Value realized is calculated by multiplying the closing price of our common stock on the date of vesting by the number of RSUs that vested on that date.

  64. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS The following table sets forth information with respect to each plan that provides for payments or other benefits at, following, or in connection with retirement.

  65. 2023 PENSION BENEFITS

    | Name | | Plan Name | | Number of Years Credited Service (#) | | Present Value of Accumulated Benefit ($) | | Payments During Last Fiscal Year ($) | | | Lance Mitchell | | | — | | — | | — | | — | | Scott Huckins | | | — | | — | | — | | — | | Rachel Bishop | | | — | | — | | — | | — | | Judith Buckner | Pension Plan for Pactiv Evergreen | | | 10.50 | | | 178,760 | | — | | Lisa Smith | Pension Plan for Pactiv Evergreen | | | 2.08 | | | 15,018 | | — | | Michael Graham | | | — | | — | | — | | — |

  66. 2023 PENSION BENEFITS

    Ms. Buckner and Ms. Smith have legacy entitlements under the Pension Plan for Pactiv Evergreen (formerly known as the Pactiv Evergreen Pension Plan), an ERISA-qualified defined benefit plan maintained by PEI Group. The present value of accumulated benefit amount in the table above is calculated using the Pri-2012 aggregate mortality table with MP2021 as adjusted to reflect endemic COVID-19, and a discount rate of 5.03% as of December 31, 2023.

  67. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION In 2023, we maintained a non-qualified deferred compensation plan that allowed participants to defer portions of their compensation. The purpose of this plan is to allow such persons to defer receipt of such compensation, and therefore the tax obligations arising from such compensation, to a date elected by the participant. The following table sets forth information with respect to each NEO’s participation in such plan.

  68. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($)(1) | | Company Contributions in Last FY ($)(2) | | Aggregate Earnings in Last FY ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last FYE 2023 ($)(3) | | | Lance Mitchell | | 272,676 | | 138,600 | | 579,431 | | — | | 3,298,848 | | Scott Huckins | | — | | — | | — | | — | | — | | Rachel Bishop | | 53,967 | | 34,130 | | 216,426 | | — | | 1,310,924 | | Judith Buckner | | 55,398 | | 31,725 | | 56,536 | | — | | 361,066 | | Lisa Smith | | 109,143 | | 29,249 | | 90,042 | | — | | 728,974 | | Michael Graham | | 596,539 | | 58,692 | | 482,053 | | (526,546) | | 5,245,326 |

  69. 2023 NONQUALIFIED DEFERRED COMPENSATION

    (1)The amounts shown in this column are reported in the Summary Compensation Table, as follows:

  70. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Amount Reported in the Salary Column for 2023 ($) | | Amount Reported in the Non-Equity Incentive Plan Compensation Column for 2023 ($) | | | Lance Mitchell | | 93,000 | | 179,676 | | Scott Huckins | | — | | — | | Rachel Bishop | | 53,967 | | — | | Judith Buckner | | 21,000 | | 34,398 | | Lisa Smith | | 54,771 | | 54,372 | | Michael Graham | | 169,471 | | 427,068 |

  71. 2023 NONQUALIFIED DEFERRED COMPENSATION

    (2)The amounts shown in this column are reported in the Summary Compensation Table as part of the amounts in the “All Other Compensation” column for 2023. (3)Of the amounts shown in this column, the following amounts are or were previously reported in the Summary Compensation Table:

  72. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Aggregate Amount Reported in Summary Compensation Table of this and Prior Proxy Statements ($) | | | Lance Mitchell | | 2,308,141 | | Scott Huckins | | — | | Rachel Bishop | | 1,006,401 | | Judith Buckner | | 217,407 | | Lisa Smith | | 500,540 | | Michael Graham | | 4,634,588 |

  73. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Employment Agreements The Employment Agreements with the NEOs provide for severance in the event of certain types of termination: •if the executive is terminated without Cause (defined below) prior to a Sale of Business (defined below), the executive would be entitled to receive one times his or her base salary, paid in equal installments over 12 months following the date of termination; ◦Mr. Mitchell would also be entitled to his annual bonus at target prorated through the date of termination; and •if a Sale of Business occurs and within 12 months following the closing of such Sale of Business either the executive is terminated without Cause, or executive’s position is materially reduced in remuneration or scope of duties (“Good Reason”) and the executive terminates his or her employment, then the executive would be entitled to receive (i) two times his or her base salary plus (ii) his or her annual bonus at target prorated through the date of termination, paid in equal installments over 24 months following the Date of Termination. The Employment Agreements provide that if the executive breaches any of the provisions of the Restrictive Covenant Agreement to which he or she is a party, the executive’s right to receive further payments of severance amounts will be terminated. In addition, if the executive is terminated without Cause, then the executive and his or her eligible dependents will continue to be covered by the Company’s health plan for 12 months from the date of termination. “Sale of Business” is defined in the Employment Agreements as the sale or other disposition of (x) more than 50% of the shares or other equity interests of the Company or the Company’s direct or indirect parent to a non-affiliated party (which, for all executives other than Mr. Mitchell, shall not include a sale or an offering by Packaging Finance Limited of some or all of its shares in the Company, so long as the remainder of the shares continue to be owned by the public), or (y) more than 50% of the businesses or assets that, as of the most recent year end, generated more than 50% of the Company’s EBITDA (as determined in good faith by the Company’s Board of Directors, based on the Company’s regularly prepared financial statements), provided that a disposition as a result of lender foreclosure on assets or pursuant to a bankruptcy or judicially administered reorganization shall not constitute a Sale of Business. The Employment Agreements also provide that the executive’s position shall not be materially reduced by reason of the Company being smaller or having less operations as a result of the Sale of Business so long as the executive’s duties and responsibilities are generally consistent with his or her duties and responsibilities prior to the Sale of Business. “Cause” is defined in the Employment Agreements as in the good faith determination of the CEO or Board of Directors that the executive has engaged in conduct consisting of (i) dishonesty or other serious misconduct related to his or her duties as an employee of the Company, or (ii) willful and continual failure (unless due to incapacity resulting from physical or mental illness) to perform the duties of the executive’s employment after written demand for substantial performance is delivered to the executive by the Company specifically identifying the manner in which the executive has not substantially performed such duties. Equity Awards The RSU award agreements applicable to the NEOs for RSUs granted prior to 2022 provide that in the event of a termination of service due to the participant’s death or Retirement (as defined below), a pro rata portion of the RSUs with respect to the applicable vesting period will vest following such termination of service based on a fraction, the numerator of which is the number of full calendar months the participant had been employed in the applicable vesting period through the date of termination, and the denominator of which is 12; provided that the participant must have been employed by the Company for at least twelve (12) months following the grant date of the RSUs. The PSU award agreements applicable to the NEOs for PSUs granted prior to 2022 provide that in the event of a termination of service due to the participant’s death or Retirement, any unvested PSUs shall vest effective as of the date of such termination of service based on the likely level of achievement of the performance condition, as determined in the sole discretion of the CNG Committee, prorated based on a fraction, the numerator of which is the number of full calendar months the participant has been employed from the grant date through the date of such termination of service, and the denominator of which is 36; provided that the participant must have been employed by the Company for at least twelve (12) months following the grant date of the PSUs. Beginning with RSUs and PSUs granted to the NEOs in 2022, the award agreements provide for an additional termination scenario of “Enhanced Retirement,” as defined and further discussed below. The RSU and PSU award agreements for RSUs and PSUs granted prior to 2022 were not amended to provide for an Enhanced Retirement termination scenario, and therefore only include a regular Retirement termination scenario. The RSU award agreements applicable to the NEOs for RSUs granted beginning in 2022 provide that in the event of a termination of service due to the participant’s death following the first anniversary of the grant date, then a pro rata portion of the RSUs will vest on the termination date, determined as follows: (a) if the termination occurs between the first and second anniversaries of the grant date, the sum of (i) the number of RSUs that would have vested in the second vesting period, multiplied by a fraction equal to the full calendar months the participant has been employed from the grant date through the date of termination (the “Service Months”), over 24, plus (ii) the number of RSUs that would have vested in the third vesting period, multiplied by a fraction equal to the number of Service Months over 36; and (b) if the termination occurs between the second and third anniversaries of the grant date, the number of RSUs that would have vested in the third vesting period, multiplied by a fraction equal to the number of Service Months over 36. In the event of a participant’s Retirement after the first anniversary of the grant date, a pro rata portion of the RSUs with respect to the applicable vesting period in which termination occurs will vest on the first scheduled vesting date following termination, based on the number of full calendar months the participant has been employed in the applicable vesting period through the date of termination, over 12. In the event of a participant’s Enhanced Retirement (a) on or after the six month anniversary of the grant date but prior to the first anniversary of the grant date, a pro rata portion of the RSUs will vest on each scheduled vesting date as follows (i) on the first vesting date following termination, the number of RSUs that would have vested in the first vesting period, multiplied by a fraction equal to the number of Service Months over 12, (ii) on the second vesting date following termination, the number of RSUs that would have vested in the second vesting period, multiplied by a fraction equal to the number of Service Months over 24, and (iii) on the final vesting date, the number of RSUs that would have vested in the third vesting period, multiplied by a fraction equal to the number of Service Months over 36; and (b) on or after the first anniversary of the grant date, the RSUs will remain outstanding and will vest on each regularly scheduled vesting date.

  74. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The PSU award agreements applicable to the NEOs for PSUs granted beginning in 2022 provide that in the event of a termination of service due to the participant’s death following the first anniversary of the grant date, a pro rata portion will vest on the termination date, based on the number of PSUs that the CNG Committee determines would have vested based on the likely level of achievement of the performance conditions, multiplied by a fraction equal to the number of Service Months over 36. In the event of a participant’s Retirement that occurs after the first anniversary of the grant date, the PSUs will remain outstanding and a pro rata portion will vest on the scheduled vesting date, based on the number of achieved PSUs, multiplied by a fraction equal to the number of Service Months over 36. In the event of a participant’s Enhanced Retirement (a) after the six months anniversary of the grant date but prior to the first anniversary of the grant date, the PSUs will remain outstanding and a pro rata portion will vest on the scheduled vesting date, based on the number of achieved PSUs, multiplied by a fraction equal to the number of Service Months over 36; and (b) after the first anniversary of the grant date, the PSUs will remain outstanding and all achieved PSUs will vest on the scheduled vesting date. For purposes of these award agreements: a.“Retirement” means a participant’s voluntary termination of service on or after the earliest to occur of: (i) the date on which such participant attains age 62, (ii) the date on which such participant attains age 55 and has completed 10 years of service with the Company or an affiliate (or predecessor thereof) or (iii) such participant’s age plus years of service with the Company or an affiliate (or predecessor thereof) totals at least 70. b.“Enhanced Retirement” means: (A) the participant has a voluntary termination of service on or after the earliest to occur of: (1) the date on which such participant attains age 62, (2) the date on which such participant attains age 55 and has completed 15 years of service with the Company or an affiliate (or predecessor thereof) or (3) such participant’s age plus years of service with the Company or an affiliate (or predecessor thereof) totals at least 75; (B) the participant enters into an extended restrictive covenant agreement; (C) the participant is not eligible to receive, and does not receive, any severance payments or benefits; and (D) the participant provides the Company with at least six months’ advance written notice of the participant’s retirement. The extended vesting provisions are further subject to the participant’s continuous compliance with applicable non-competition and other restrictive covenant agreements. The Equity Incentive Plan provides that in the event of a Change in Control (defined below), outstanding equity awards shall immediately vest and settle. The PSU award agreements applicable to the NEOs provide that the number of unvested PSUs that will vest effective as of the date of such Change in Control will be based on the likely level of achievement of the performance conditions or, with respect to PSUs for which the performance period was completed, based on the actual level of achievement of the performance conditions, in each case as determined in the sole discretion of the CNG Committee. The Equity Incentive Plan defines “Change in Control” generally as the occurrence of any one or more of the following events: (i) a direct or indirect change in ownership or control of the Company effected through one transaction or a series of related transactions within a 12-month period, whereby any person other than the Company, directly or indirectly acquires or maintains beneficial ownership of securities of the Company constituting more than 50% of the total combined voting power of the Company’s equity securities issued and outstanding immediately after such acquisition; (ii) at any time during a period of 24 consecutive months, individuals who at the beginning of such period constituted the Board cease for any reason to constitute a majority of members of the Board, with certain exceptions; (iii) the consummation of a merger, amalgamation or consolidation of the Company or any of its subsidiaries with any other corporation or entity, other than a merger, amalgamation or consolidation which would result in the voting securities of the Company issued and outstanding immediately prior to such merger, amalgamation or consolidation continuing to represent (either by remaining issued and outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) at least 50% of the combined voting power and total fair market value of the securities of the Company or such surviving entity or parent issued and outstanding immediately after such merger, amalgamation or consolidation; or (iv) the consummation of any sale, lease, exchange or other transfer to any person (other than an affiliate of the Company), in one transaction or a series of related transactions within a 12-month period, of all or substantially all of the assets of the Company and its subsidiaries. Potential Payments Table The table below reflects the estimated value of compensation and benefits payable to each of our NEOs upon the occurrence of certain events. The amounts in the table are based on a hypothetical termination of employment or change in control date on December 31, 2023. As discussed above, Mr. Graham stepped down from his position as Chief Financial Officer and moved into an advisory role to assist with Mr. Huckins’ transition on November 13, 2023. Mr. Graham has remained a full-time employee, with the same compensation and under the same terms and conditions as his Employment Agreement, until his retirement, which is planned for March 31, 2024. Mr. Graham is eligible for Enhanced Retirement, and will receive the following in connection with his retirement: •The 6,155 outstanding RSUs granted on February 1, 2022 will remain outstanding and vest on their regularly scheduled vesting date of February 1, 2025. The value of these RSUs (based on the closing price for our common stock on December 29, 2023, the last trading day of 2023) was $165,200. •The 12,423 outstanding RSUs granted on February 1, 2023 will remain outstanding and vest on their regularly scheduled vesting dates of February 1, 2025 and February 1, 2026, as Mr. Graham stayed employed until after the one year anniversary of the grant date. The value of these RSUs (based on the closing price for our common stock on December 29, 2023, the last trading day of 2023) was $333,433. •The 32,610 earned PSUs granted on February 1, 2023 will remain outstanding and vest on their regularly scheduled vesting date of February 1, 2026, as Mr. Graham stayed employed until after the one year anniversary of the grant date. The value of these PSUs (based on the closing price for our common stock on December 29, 2023, the last trading day of 2023) was $875,252. As described above, Mr. Graham also received a payout of $854,137 in connection with the 2023 AIP.

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Termination Without Cause Prior to a Sale of Business | | Termination Without Cause or for Good Reason Within 12 Months Following a Sale of Business | | Termination Due to Death or Retirement | | Termination Due to Enhanced Retirement⁽³⁾ | | Change in Control | | | Name/Benefits | ($) | | ($) | | ($) | | ($) | | ($) | | | Lance Mitchell | | | | | | | | | | | | Base salary | | 1,550,000 | | 3,100,000 | | — | | — | | — | | Annual bonus | | 1,782,500 | | 1,782,500 | | — | | — | | — | | Health benefits | | 10,778 | | 10,778 | | — | | — | | — | | Value of RSUs⁽¹⁾ | | — | | — | | 1,393,935 | | 2,646,719 | | 3,414,209 | | Value of PSUs⁽¹⁾⁽²⁾ | | — | | — | | — | | 933,119 | | 3,053,855 | | Total | | 3,343,278 | | 4,893,278 | | 1,393,935 | | 3,579,838 | | 6,468,064 | | Scott Huckins | | | | | | | | | | | | Base salary | | 675,000 | | 1,350,000 | | — | | — | | — | | Annual bonus | | — | | 506,250 | | — | | — | | — | | Health benefits | | 16,187 | | 16,187 | | — | | — | | — | | Value of RSUs⁽¹⁾ | | — | | — | | — | | — | | 1,520,405 | | Value of PSUs⁽¹⁾⁽²⁾ | | — | | — | | — | | — | | — | | Total | | 691,187 | | 1,872,437 | | — | | — | | 1,520,405 | | Rachel Bishop | | | | | | | | | | | | Base salary | | 541,000 | | 1,082,000 | | — | | — | | — | | Annual bonus | | — | | 351,650 | | — | | — | | — | | Health benefits | | 16,236 | | 16,236 | | — | | — | | — | | Value of RSUs⁽¹⁾ | | — | | — | | 244,727 | | 478,396 | | 623,037 | | Value of PSUs⁽¹⁾⁽²⁾ | | — | | — | | — | | 175,856 | | 575,584 | | Total | | 557,236 | | 1,449,886 | | 244,727 | | 654,252 | | 1,198,621 | | Judith Buckner | | | | | | | | | | | | Base salary | | 525,000 | | 1,050,000 | | — | | — | | — | | Annual bonus | | — | | 341,250 | | — | | — | | — | | Health benefits | | 11,103 | | 11,103 | | — | | — | | — | | Value of RSUs⁽¹⁾ | | — | | — | | 220,222 | | 443,612 | | 583,985 | | Value of PSUs⁽¹⁾⁽²⁾ | | — | | — | | — | | 170,676 | | 558,567 | | Total | | 536,103 | | 1,402,353 | | 220,222 | | 614,288 | | 1,142,552 |

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Potential Payments Table (cont.)

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Termination Without Cause Prior to a Sale of Business | | Termination Without Cause or for Good Reason Within 12 Months Following a Sale of Business | | Termination Due to Death or Retirement | | Termination Due to Enhanced Retirement⁽³⁾ | | Change in Control | | | Name/Benefits | ($) | | ($) | | ($) | | ($) | | ($) | | | Lisa Smith | | | | | | | | | | | | Base salary | | 500,000 | | 1,000,000 | | — | | — | | — | | Annual bonus | | — | | 325,000 | | — | | — | | — | | Health benefits | | 11,262 | | 11,262 | | — | | — | | — | | Value of RSUs⁽¹⁾ | | — | | — | | 218,531 | | 433,224 | | 566,941 | | Value of PSUs⁽¹⁾⁽²⁾ | | — | | — | | — | | 162,543 | | 531,942 | | Total | | 511,262 | | 1,336,262 | | 218,531 | | 595,767 | | 1,098,883 |

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)The value of RSUs and PSUs is determined by multiplying the number of unvested units for which vesting would be accelerated or that would continue to vest following the specified event by $26.84, the closing price for our common stock on December 29, 2023, the last trading day of 2023. (2)As of December 31, 2023, the NEOs held PSUs that were granted in 2023 with a one-year performance period of 2023. Following 2023, the CNG Committee determined the number of PSUs that were earned by each NEO. That number of earned PSUs was utilized to determine the value of PSUs reflected in this table. (3)The value of the RSUs and PSUs in this column consist of the value of the RSUs and PSUs granted in 2022 and 2023 that would vest or continue to vest upon an Enhanced Retirement, plus the value of the RSUs granted in 2021 that would vest or continue to vest upon a Retirement, since an Enhanced Retirement under the 2022 and 2023 RSUs would qualify as a Retirement under the 2021 RSUs.

  79. CEO PAY RATIO

    CEO PAY RATIO The following is a reasonable estimate of the ratio of the annual total compensation of Lance Mitchell, our Chief Executive Officer (our “CEO”), to the annual total compensation of the median of our other employees, together with an explanation of our methodology in calculating the same. For 2023: •The annual total compensation of our median employee was $65,556; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $8,721,018. Based on this information for 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 133:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. For our 2023 pay ratio analysis, we determined that we could use the same median employee that we identified for our 2021 pay ratio analysis, as permitted by SEC rules. There has been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our 2023 pay ratio disclosure. With respect to our median employee, we determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table disclosed above.

  80. PAY VERSUS PERFORMANCE

    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:

  81. PAY VERSUS PERFORMANCE

    | 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 |

  82. PAY VERSUS PERFORMANCE

    (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):