DEF 14A of Reynolds Consumer Products Inc., Mar 11, 2025

DEF 14A of Reynolds Consumer Products Inc.

Filed Mar 11, 2025 · FY20240001628280-25-011946

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 | | 61 | 2019 | Senior Executive, Rank | | | Chair | | Helen Golding | | 62 | 2019 | Group Legal Counsel, Rank | | | ✓ | | Marla Gottschalk | | 64 | 2020 | Former Chief Executive Officer, The Pampered Chef | ✓ | Chair | | | Scott Huckins | | 58 | 2025 | Chief Executive Officer, Reynolds Consumer Products | | | | | Allen Hugli | | 62 | 2021 | Chief Financial Officer, Rank | | | | | Christine Montenegro McGrath | | 59 | 2023 | Senior Vice President and Chief Impact & Sustainability Officer, Mondelez International | ✓ | ✓ | | | Rolf Stangl(2) | | 53 | 2024 | Senior Advisor, Apollo Global Management Inc. | ✓ | | ✓ | | Ann Ziegler | | 66 | 2020 | Former Senior Vice President and Chief Financial Officer, CDW Corporation | ✓ | ✓ | |

  3. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    (1)As of February 28, 2025 (2)Chairman of the Board

  4. 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

  5. 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.

  6. 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 |

  7. 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 |

  8. 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 2027 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, Scott Huckins and Rolf Stangl 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 Gregory Cole and Ann Ziegler for election as directors at the 2025 Annual Meeting, to serve until the 2028 annual meeting of stockholders. Proxies cannot be voted for a greater number of persons than two, 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 February 28, 2025, 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.

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    | Gregory Cole | | | | Age: 61 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: 62 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. |

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    | Marla Gottschalk | | | | Age: 64 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 US Foods Holding Corp where she serves as the chair of the audit committee and as a member of the nominating and governance committee. She also serves as a member of the board of directors of UL Solutions 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 Big Lots, Inc. from 2015 to 2024 and 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. |

  11. PROPOSAL 1: ELECTION OF DIRECTORS

    | Scott Huckins | | | | Age: 58 Director Since: January 2025 Class III Committees: None Mr. Huckins has served as the Company’s President and Chief Executive Officer and as a member of the Company’s Board of Directors since January 2025. Mr. Huckins served as our Chief Financial Officer from November 2023 to January 2025. 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 insurance 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 B.S. 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. Mr. Huckins 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 various organizations. Mr. Huckins also represents management’s perspective on important matters to the Board. | | Allen Hugli | | | | Age: 62 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. |

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    | Christine Montenegro McGrath | | | | Age: 59 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. |

  13. PROPOSAL 1: ELECTION OF DIRECTORS

    | Rolf Stangl | | | | Age: 53 Director Since: September 2024 Non-Executive Chairman of the Board Since: September 2024 Class III Committees: •Compensation, Nominating and Corporate Governance Committee Mr. Stangl has served as an independent member of the Board of Directors of Pactiv Evergreen Inc. since September 2020, as a member of its Audit Committee since August 2021 and as a member of its Compensation Committee since July 2022. He previously served as a member of Pactiv Evergreen Inc.’s Nominating Committee from September 2020 to March 2024. Since January 2022, Mr. Stangl has also served as a Senior Advisor to Apollo Global Management Inc. and as a member of the Board of Directors of Reno de Medici S.p.A., a leading producer of recycled cartonboard in Europe. Since October 2022, he has served as a member of the Board of Directors, and from January 2023 through March 2023 he served as interim co-CEO, of Ingenico, a portfolio company of Apollo specializing in payments terminals and solutions. Mr. Stangl previously served as CEO of SIG Group AG, a global provider of packaging solutions, stock listed in Switzerland, from 2008 to December 2020. Before becoming CEO of SIG in 2008, Mr. Stangl held a number of positions within SIG, including Head of Corporate Development and M&A, Chief Executive Officer of SIG Beverage (a division subsequently divested) and Chief Market Officer. Previously, he was an Investment Director for small and mid-cap buyouts at a family office in the United Kingdom and a Senior Consultant with Roland Berger Strategy Consultants in Germany. Mr. Stangl received a Bachelor of Business Administration from the École Supérieure de Commerce de Reims and the European School of Business at Reutlingen. Mr. Stangl brings to the Board broad experience with business issues applicable to the success of a publicly traded company, including a controlled company, and after his extensive experience holding senior leadership positions with global companies. |

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    | Ann Ziegler | | | | Age: 66 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. |

  15. 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 two director nominees, Gregory Cole and Ann Ziegler.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During 2024, our directors who are not employees of our company or of Rank Group (the “non-affiliated directors”) (Mr. Stangl, Ms. Gottschalk, Ms. McGrath, Ms. Ziegler and Mr. Noll) 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 2024 to each of Ms. Gottschalk, Ms. McGrath, Ms. Ziegler and Mr. Noll were granted on April 24, 2024, the date of our 2024 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, other than the RSUs granted to Mr. Noll, which were forfeited upon his resignation from the Board of Directors on September 18, 2024. The RSUs granted to Mr. Stangl when he was appointed to the Board and as Chairman of the Board on September 23, 2024, 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. Beginning in 2024, the cash retainer amounts that are paid to non-affiliated directors are 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. For Ms. Gottschalk, Ms. Ziegler and Mr. Noll, the quarterly installments in 2024 were paid in April (at a prorated amount, as the annual payment in April 2023 included payment of service through April 2024), July and October. There were no payments made to Ms. Gottschalk, Ms. Ziegler and Mr. Noll in January 2024, given that the annual cash retainer paid in April 2023 included payment for services through that quarterly period. With respect to Mr. Stangl, cash retainers for the period in 2024 during which he served on the Board were paid in September 2024 in the amounts of $27,397 (prorated for the period of September 23, 2024 to December 31, 2024) for serving on the Board, $13,699 (prorated for the period from September 23, 2024 to December 31, 2024) for serving as Chairman of the Board and $2,740 (prorated for the period from September 23, 2024 to December 31, 2024) for serving on the CNG Committee. Beginning April 1, 2025, the annual grant of RSUs for each non-affiliated director will be increased to $155,000 and the annual cash retainer for the Chairman of the Board will be increased to $60,000. Directors who are also full-time officers or employees of the Company or Rank Group 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.

  17. 2024 Director Compensation Table

    2024 Director Compensation Table The following table presents the compensation for each person who served as a member of our Board of Directors during 2024, other than Lance Mitchell. Mr. Mitchell, who was our Chief Executive Officer during 2024, received no compensation for his service as a director. The compensation received by Mr. Mitchell as our Chief Executive Officer during 2024 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 2024, due to the fact that they were serving as officers of Rank Group at the time of payment or grant.

  18. 2024 Director Compensation Table

    | | Fees Earned or Paid in Cash | | Stock Awards | | All Other Compensation | | Total | | | Name | ($) | | ($)(2) | | ($)(3) | | ($) | | | Gregory Cole | $ | — | $ | — | $ | — | $ | — | | Helen Golding | | — | | — | | — | | — | | Marla Gottschalk | | 81,758 | | 145,014 | | 4,851 | | 231,623 | | Allen Hugli | | — | | — | | — | | — | | Christine Montenegro McGrath | | 110,000 | | 145,014 | | 3,765 | | 258,779 | | Rolf Stangl | | 43,836 | | 122,547 | | — | | 166,383 | | Ann Ziegler | | 74,945 | | 145,014 | | 8,490 | | 228,449 | | Richard Noll(1) | | 202,171 | | 210,014 | | 10,538 | | 422,723 |

  19. 2024 Director Compensation Table

    (1)As part of Mr. Noll’s separation from the Board, Mr. Noll forfeited all of the RSUs that were granted to him on April 24, 2024, the value of which is shown in the “Stock Awards” column, and he was paid an amount in cash in consideration of his service on the Board and as Chairman and in light of such forfeiture, in a prorated amount of $93,160, which is included in the “Fees Earned or Paid in Cash” column. (2)The number of unvested RSUs held by each director at December 31, 2024 was: Mr. Cole: zero; Ms. Golding: zero; Ms. Gottschalk: 5,051; Mr. Hugli: zero; Ms. McGrath: 5,051; Mr. Stangl: 3,943; and Ms. Ziegler: 5,051. (3)The amounts in this column represent the dollar value of dividend equivalents paid or credited in 2024 related to RSUs held by the director.

  20. Introduction

    Introduction This CD&A describes our compensation approach and programs for our named executive officers (“NEOs”), which consist of the following persons for 2024: •Lance Mitchell, President and Chief Executive Officer during 2024 •Scott Huckins, Chief Financial Officer during 2024, currently President and Chief Executive Officer •Rachel Bishop, President, Hefty Tableware •Judith Buckner, President, Reynolds Cooking & Baking •Steve Estes, Chief Administrative Officer As previously disclosed, effective January 1, 2025, Scott Huckins succeeded Lance Mitchell as the Company’s Chief Executive Officer, who previously announced his planned retirement from the Company. Effective upon Mr. Huckins’ appointment as Chief Executive Officer, Mr. Mitchell stepped down from this position and moved into an advisory role to assist with the transition. Mr. Mitchell 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 July 31, 2025, with the exception of (i) participation in the Company’s annual incentive program for 2025 with a target amount equal to 115% of his base salary, to be paid out at the full year target value on or about September 30, 2025; (ii) participation in the Company’s long-term incentive program in a target amount equal to 350% of his base salary in 2025, to be determined on actual full year 2025 performance; (iii) a one-time equity award under the Equity Incentive Plan of RSUs, with a grant date of July 31, 2025 and a grant date fair value of approximately $3,332,500 that will vest in full on July 31, 2026; and (iv) company-paid COBRA benefits, commencing August 1, 2025 through February 28, 2027. 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 2024.

  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 2024 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 2024 executive compensation matters, Medifast Inc. and Nu Skin Enterprises, Inc. were removed from our Benchmark Comparison Group due to declining market capitalization, and Pactiv Evergreen Inc. and Yeti Holdings Inc. were added due to their 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 2024 Annual Incentive Program Our 2024 annual incentive program (“2024 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 2024 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 2024 AIP would be determined by 2024 Adjusted EBIT as a percentage of 2023 Adjusted EBIT (“Adjusted EBIT Growth”). The remaining 20% would be determined by the 2024 increase in total net revenues relative to 2023 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 2024. 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 2024, 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 2024:

  25. Annual Incentive Compensation

    | Adjusted EBIT Growth | Threshold | | Target | | Maximum | | | FY 2024 ($m) | | 475 | | 527 | | 580 | | % of FY 2023 | | 92.7% | | 103.0% | | 113.3% | | Percentage Payout Level | | 25% | | 100% | | 200% | | Revenue Growth | Threshold | | Target | | Maximum | | | FY 2024 ($m) | | 3,657 | | 3,850 | | 4,042 | | % of FY 2023 | | 97.3% | | 102.5% | | 107.6% | | 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 2024, 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% | | Steve Estes | | 65% |

  28. Annual Incentive Compensation

    In January 2025, 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 141%; and based on the achievement level of the Revenue Growth target, the payout for such metric was 40%. After applying the applicable weightings of these metrics, the total payout level was 121% of target, as shown below:

  29. Annual Incentive Compensation

    | Metric | Actual ($m / %) | Payout Attainment (%) | | Weight (%) | | Final Payout (%) | | | Adjusted EBIT Growth (FY 2024 result / % of FY 2023)(1) | $549 / 107% | | 141% | | 80% | | 113% | | Revenue Growth (FY 2024 result / % of FY 2023) | $3,695 / 98% | | 40% | | 20% | | 8% | | Total | | | | | | | 121% |

  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 2024 AIP as described above, the CNG Committee’s approval resulted in the payment of the following amounts to our NEOs under the 2024 AIP:

  31. Annual Incentive Compensation

    | Name | 2024 AIP Payout | | | Lance Mitchell | $ | 2,156,825 | | Scott Huckins | $ | 612,563 | | Rachel Bishop | $ | 439,195 | | Judith Buckner | $ | 438,146 | | Steve Estes | $ | 439,129 |

  32. Annual Incentive Compensation

    The amounts paid to our NEOs pursuant to the 2024 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.

  33. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Equity Awards Granted in 2024 The LTI program for 2024 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 2024 adjusted earnings per share as a percentage of 2023 adjusted earnings per share (“Adjusted EPS Growth”). The remaining 50% would be determined by the 2024 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 2024:

  34. Long-Term Incentive Compensation

    | Adjusted EPS Growth | Threshold | | Target | | Maximum | | | FY 2024 ($) | | 1.25 | | 1.47 | | 1.69 | | % of FY 2023 | | 88% | | 103.5% | | 119% | | Percentage PSUs Earned | | 25% | | 100% | | 200% | | Free Cash Flow | Threshold | | Target | | Maximum | | | FY 2024 ($m) | | 252 | | 315 | | 378 | | 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 2024 were as follows:

  36. Long-Term Incentive Compensation

    | Name | LTI RSUs (#) | | LTI PSUs (#) | | | Lance Mitchell | | 83,844 | | 83,844 | | Scott Huckins | | 23,125 | | 23,125 | | Rachel Bishop | | 13,631 | | 13,631 | | Judith Buckner | | 13,631 | | 13,631 | | Steve Estes | | 12,622 | | 12,622 |

  37. Long-Term Incentive Compensation

    In January 2025, 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 190.9%; and based on the achievement level of the Free Cash Flow target, the percentage earned for such metric was 185.7%. After applying the applicable weightings of these metrics, the percentage earned was 188% of target, as shown below:

  38. Long-Term Incentive Compensation

    | Metric | Actual | Attainment (%) | | Weight (%) | | Final Earned (%) | | | Adjusted EPS Growth (FY 2024 result / % of FY 2023)(1) | $1.67 / 118% | | 190.9% | | 50% | | 95% | | Free Cash Flow (FY 2024 result, in millions)⁽¹⁾ | $369 | | 185.7% | | 50% | | 93% | | Total | | | | | | | 188% |

  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 2024 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 | 2024 PSUs Earned | | Lance Mitchell | 157,627 | | Scott Huckins | 43,475 | | Rachel Bishop | 25,626 | | Judith Buckner | 25,626 | | Steve Estes | 23,729 |

  41. Long-Term Incentive Compensation

    The earned PSUs will vest on February 1, 2027, 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(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 | | Scott Huckins(5) | • 24 months base salary plus a prorated target annual incentive • 36 months base salary plus a prorated target annual incentive if following a Sale of Business(3) • 18 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 | | Steve Estes | • 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. Mitchell’s planned retirement on July 31, 2025, 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. (5) Severance benefits shown for Mr. Huckins are those provided for in his Amended and Restated Employment Agreement effective January 1, 2025, when he became our President and Chief Executive Officer.

  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. Equity Grant Timing Policies and Practices Our CNG Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. 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, 2024, 2023 and 2022.

  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 | 2024 | 1,550,000 | — | 4,649,988 | 2,156,825 | — | 285,403 | 8,642,216 | | Former President and Chief Executive Officer | 2023 | 1,550,000 | — | 3,875,014 | 2,994,600 | — | 301,404 | 8,721,018 | | | 2022 | 1,550,000 | — | 3,875,000 | 1,158,625 | — | 221,536 | 6,805,161 | | Scott Huckins(6) | 2024 | 675,000 | — | 1,282,512 | 612,563 | — | 55,394 | 2,625,469 | | Former Chief Financial Officer; current President and Chief Executive Officer | 2023 | 128,906 | 500,000 | 1,500,013 | 162,422 | — | 8,675 | 2,300,016 | | Rachel Bishop | 2024 | 558,417 | — | 755,976 | 439,195 | — | 97,912 | 1,851,500 | | President, Hefty Tableware | 2023 | 539,667 | — | 730,338 | 589,316 | — | 84,545 | 1,943,866 | | | 2022 | 518,750 | — | 708,750 | 219,172 | — | 58,204 | 1,504,876 | | Judith Buckner | 2024 | 557,083 | — | 755,976 | 438,146 | — | 106,677 | 1,857,882 | | President, Reynolds Cooking & Baking | 2023 | 525,000 | — | 708,764 | 573,300 | 14,167 | 77,032 | 1,898,263 | | | 2022 | 477,083 | — | 641,242 | 201,568 | — | 57,276 | 1,377,169 | | Steve Estes(6) | 2024 | 558,333 | — | 700,016 | 439,129 | — | 99,246 | 1,796,724 | | Chief Administrative Officer | | | | | | | | |

  48. SUMMARY COMPENSATION TABLE

    (1) Represents a cash sign-on bonus of $500,000 paid to Mr. Huckins on December 29, 2023. (2) Represents the aggregate grant date fair value of RSU and PSU awards granted during 2024, 2023 and 2022, 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

    | | 2024 Annual PSUs | | | | 2024 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 | | 2,324,994 | | 4,649,988 | | 2,324,994 | | Scott Huckins | | 641,256 | | 1,282,512 | | 641,256 | | Rachel Bishop | | 377,988 | | 755,976 | | 377,988 | | Judith Buckner | | 377,988 | | 755,976 | | 377,988 | | Steve Estes | | 350,008 | | 700,016 | | 350,008 |

  50. 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 |

  51. 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 |

  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 Ms. Buckner (the only NEO who is a participant in such plan), from December 31, 2023 to December 31, 2024 for the 2024 amounts, 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 2024 and 2022, there were decreases in the value of plan benefits for Ms. Buckner ($46,371 and $82,550, respectively), so this value is reported as $0. (5) The amounts reported in this column for 2024 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 | | 27,600 | | 137,400 | | 112,545 | | 6,858 | | 1,000 | | 285,403 | | Scott Huckins | | 27,600 | | 8,100 | | 17,372 | | 2,322 | | — | | 55,394 | | Rachel Bishop | | 27,600 | | 47,189 | | 19,550 | | 1,573 | | 2,000 | | 97,912 | | Judith Buckner | | 27,600 | | 55,223 | | 17,798 | | 5,056 | | 1,000 | | 106,677 | | Steve Estes | | 27,600 | | 56,281 | | 13,902 | | 1,463 | | — | | 99,246 |

  54. SUMMARY COMPENSATION TABLE

    (6) As permitted by SEC rules, because 2023 was Mr. Huckins’ first year as an NEO and Mr. Estes was not an NEO in 2023 or 2022, the compensation paid to them in 2022 and to Mr. Estes in 2023 is not included in this table.

  55. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth information regarding grants of plan-based awards to our NEOs during 2024.

  56. 2024 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 | | | | | | | | | | | | | | | | | | | | 2024 AIP | | | | 445,625 | | 1,782,500 | | 3,565,000 | | | | | | | | | | | | RSUs | 2/1/2024 | 1/24/2024 | | | | | | | | | | | | | | 83,844 | | 2,324,994 | | PSUs | 2/1/2024 | 1/24/2024 | | | | | | | | 20,961 | | 83,844 | | 167,688 | | | | 2,324,994 | | Scott Huckins | | | | | | | | | | | | | | | | | | | | 2024 AIP | | | | 126,563 | | 506,250 | | 1,012,500 | | | | | | | | | | | | RSUs | 2/1/2024 | 1/24/2024 | | | | | | | | | | | | | | 23,125 | | 641,256 | | PSUs | 2/1/2024 | 1/24/2024 | | | | | | | | 5,781 | | 23,125 | | 46,250 | | | | 641,256 | | Rachel Bishop | | | | | | | | | | | | | | | | | | | | 2024 AIP | | | | 91,000 | | 364,000 | | 728,000 | | | | | | | | | | | | RSUs | 2/1/2024 | 1/24/2024 | | | | | | | | | | | | | | 13,631 | | 377,988 | | PSUs | 2/1/2024 | 1/24/2024 | | | | | | | | 3,408 | | 13,631 | | 27,262 | | | | 377,988 | | Judith Buckner | | | | | | | | | | | | | | | | | | | | 2024 AIP | | | | 91,000 | | 364,000 | | 728,000 | | | | | | | | | | | | RSUs | 2/1/2024 | 1/24/2024 | | | | | | | | | | | | | | 13,631 | | 377,988 | | PSUs | 2/1/2024 | 1/24/2024 | | | | | | | | 3,408 | | 13,631 | | 27,262 | | | | 377,988 | | Steve Estes | | | | | | | | | | | | | | | | | | | | 2024 AIP | | | | 91,000 | | 364,000 | | 728,000 | | | | | | | | | | | | RSUs | 2/1/2024 | 1/24/2024 | | | | | | | | | | | | | | 12,622 | | 350,008 | | PSUs | 2/1/2024 | 1/24/2024 | | | | | | | | 3,156 | | 12,622 | | 25,244 | | | | 350,008 |

  57. 2024 GRANTS OF PLAN-BASED AWARDS

    (1)Amounts shown in this column represent the potential cash payout amounts under the 2024 AIP. The actual cash payout amounts under the 2024 AIP are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. (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.

  58. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 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, 2024:

  59. OUTSTANDING EQUITY AWARDS AT 2024 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 ($)⁽¹²⁾ | | | Lance Mitchell | 2/1/2022 | | 21,477(1) | | 579,664 | | | 2/1/2023 | | 151,643(2) | | 4,092,845 | | | 2/1/2024 | | 240,608(3) | | 6,494,010 | | Scott Huckins | 12/1/2023 | | 37,764(4) | | 1,019,250 | | | 2/1/2024 | | 66,600(5) | | 1,797,534 | | Rachel Bishop | 2/1/2022 | | 3,928(1) | | 106,017 | | | 2/1/2023 | | 29,614(6) | | 799,282 | | | 2/1/2024 | | 39,257(7) | | 1,059,546 | | Judith Buckner | 2/1/2022 | | 3,554(1) | | 95,922 | | | 2/1/2023 | | 28,070(8) | | 757,609 | | | 2/1/2024 | | 39,257(9) | | 1,059,546 | | Steve Estes | 2/1/2022 | | 2,693(1) | | 72,684 | | | 2/1/2023 | | 21,386(10) | | 577,208 | | | 2/1/2024 | | 36,351(11) | | 981,113 |

  60. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (1)Represents RSUs that vested on February 1, 2025. (2)Represents 42,468 RSUs that vest one-half on each of February 1, 2025 and 2026, subject to continued service through July 31, 2025, and 109,175 PSUs that were earned based on 2023 performance and will vest on February 1, 2026, subject to continued service through July 31, 2025. (3)Represents 82,981 RSUs that will vest one-third on each of the first three anniversaries of the grant date, subject to continued service through July 31, 2025, and 157,627 PSUs that were earned based on 2024 performance and will vest on February 1, 2027, subject to continued service through July 31, 2025. (4)Represents 37,764 RSUs that will vest one-half on each of December 1, 2025 and 2026, subject to continued service on each vesting date. (5)Represents 23,125 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 43,475 PSUs that were earned based on 2024 performance and will vest on February 1, 2027, subject to continued service. (6)Represents 8,169 RSUs that will vest one-half on each of February 1, 2025 and 2026, 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. (7)Represents 13,631 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 25,626 PSUs that were earned based on 2024 performance and will vest on February 1, 2027, subject to continued service. (8)Represents 7,928 RSUs that will vest one-half on each of February 1, 2025 and 2026, subject to continued service on each vesting date, and 20,142 PSUs that were earned based on 2023 performance and will vest on February 1, 2026, subject to continued service. (9)Represents 13,631 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 25,626 PSUs that were earned based on 2024 performance and will vest on February 1, 2027, subject to continued service. (10)Represents 6,040 RSUs that will vest one-half on each of February 1, 2025 and 2026, subject to continued service on each vesting date, and 15,346 PSUs that were earned based on 2023 performance and will vest on February 1, 2026, subject to continued service. (11)Represents 12,622 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 23,729 PSUs that were earned based on 2024 performance and will vest on February 1, 2027, subject to continued service. (12)Market value is calculated by multiplying the number of shares by 26.99, the closing sale price per share of our common stock on the Nasdaq Global Select Market on December 31, 2024, the last trading day of 2024.

  61. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth certain information regarding equity awards held by our named executive officers that vested in 2024. None of our named executive officers holds any stock options, and therefore no stock options were exercised in 2024.

  62. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | | | | Number of Shares Acquired on Vesting(1) | | Value Realized on Vesting(2) | | | Name | (#) | | ($) | | | Lance Mitchell | | 68,729 | | 1,906,045 | | Scott Huckins | | 18,883 | | 522,870 | | Rachel Bishop | | 11,116 | | 308,247 | | Judith Buckner | | 10,945 | | 303,525 | | Steve Estes | | 8,458 | | 234,556 |

  63. OPTION EXERCISES AND STOCK VESTED

    (1)Represents RSUs that vested on February 1, 2024 and December 1, 2024, before shares were withheld for taxes, and for Mr. Mitchell, Ms. Buckner and Mr. Estes, also includes the following number of RSUs and PSUs that were withheld to satisfy FICA and related taxes associated with the retirement or enhanced retirement eligibility of such individuals on December 5, 2024: Mr. Mitchell: 6,344; Ms. Buckner: 669; Mr. Estes: 509. (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, or in the case of RSUs and PSUs withheld for FICA and other taxes, the closing price on December 5, 2024 multiplied by the number of RSUs and PSUs withheld.

  64. 2024 PENSION BENEFITS

    2024 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. 2024 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 | | | — | | 132,389 | | Steve Estes | | | — | — | | | — | | — |

  66. 2024 PENSION BENEFITS

    Ms. Buckner had 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. Ms. Buckner elected to receive full payment under that plan in the form of a lump sum benefit of $132,389 that was paid to her in 2024.

  67. 2024 NONQUALIFIED DEFERRED COMPENSATION

    2024 NONQUALIFIED DEFERRED COMPENSATION In 2024, 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. 2024 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 2024 ($)(3) | | | Lance Mitchell | | 222,409 | | 137,400 | | 575,549 | | — | | 4,234,206 | | Scott Huckins | | — | | 8,100 | | — | | — | | 8,100 | | Rachel Bishop | | 39,089 | | 47,189 | | 201,490 | | — | | 1,598,692 | | Judith Buckner | | 48,572 | | 55,223 | | 31,485 | | (137,349) | | 358,997 | | Steve Estes | | 143,659 | | 56,281 | | 149,621 | | — | | 1,575,853 |

  69. 2024 NONQUALIFIED DEFERRED COMPENSATION

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

  70. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Amount Reported in the Salary Column for 2024 ($) | | Amount Reported in the Non-Equity Incentive Plan Compensation Column for 2024 ($) | | | Lance Mitchell | | 93,000 | | 129,409 | | Scott Huckins | | — | | — | | Rachel Bishop | | 39,089 | | — | | Judith Buckner | | 22,283 | | 26,289 | | Steve Estes | | 55,833 | | 87,826 |

  71. 2024 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 2024. (3)Of the amounts shown in this column, the following amounts are or were previously reported in the Summary Compensation Table:

  72. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Aggregate Amount Reported in Summary Compensation Table of this and Prior Proxy Statements ($) | | | Lance Mitchell | | 3,298,848 | | Scott Huckins | | — | | Rachel Bishop | | 1,310,924 | | Judith Buckner | | 361,066 | | Steve Estes | | 1,226,292 |

  73. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Employment Agreements For all NEOs, except for Mr. Huckins effective January 1, 2025 upon his appointment as President and Chief Executive Officer, the current 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, and 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. For Mr. Huckins, beginning January 1, 2025 upon his appointment as President and Chief Executive Officer, his Amended and Restated Employment Agreement provides for severance in the event of certain types of termination: •if Mr. Huckins is terminated without Cause (defined below) prior to a Sale of Business (defined below), Mr. Huckins would be entitled to receive (i) two times his base salary plus his target annual bonus amount, and (ii) his annual bonus at target prorated through the date of termination, paid in equal installments over 24 months following the date of termination; and •if a Sale of Business occurs and within 12 months following the closing of such Sale of Business either Mr. Huckins is terminated without Cause, or Mr. Huckins terminates his employment for Good Reason, then Mr. Huckins would be entitled to receive (i) three times his base salary plus his target annual bonus amount, and (ii) his annual bonus at target prorated through the date of termination, paid in equal installments over 36 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, for all NEOs except Mr. Huckins, 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. With respect to Mr. Huckins, if he is terminated without Cause, then Mr. Huckins and his eligible dependents will continue to be covered by the Company’s health plan for 18 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.

  74. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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. 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. In October 2024, the CNG Committee determined that all future awards granted under the Equity Incentive Plan to Mr. Huckins will provide for “double trigger” vesting upon a change in control, instead of “single trigger” vesting. 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, other than for Mr. Mitchell, whose estimated value of compensation and benefits under his actual planned retirement scenario is set forth in the narrative below. The amounts in the table are based on a hypothetical termination of employment or change in control date on December 31, 2024. As discussed above, Mr. Mitchell stepped down from his position as Chief Executive Officer and moved into an advisory role to assist with Mr. Huckins’ transition, effective January 1, 2025. Mr. Mitchell 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 July 31, 2025. Mr. Mitchell is eligible for Enhanced Retirement, and will receive the following in connection with his retirement:

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    •The 21,477 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 31, 2024) was $579,664. •The 42,468 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, and the 109,175 earned PSUs granted on February 1, 2023 will remain outstanding and vest on their regularly scheduled vesting date of February 1, 2026, as Mr. Mitchell stayed employed until after the one year anniversary of the grant date. The value of these RSUs and PSUs (based on the closing price for our common stock on December 31, 2024) was $4,092,845. •The 82,981 outstanding RSUs granted on February 1, 2024 will remain outstanding and vest on their regularly scheduled vesting dates on February 1, 2025, February 1, 2026 and February 1, 2027, as Mr. Mitchell 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 31, 2024) was $2,239,657. •The 157,627 earned PSUs granted on February 1, 2024 will remain outstanding and vest on their regularly scheduled vesting date of February 1, 2027, as Mr. Mitchell 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 31, 2024) was $4,254,345. •The outstanding RSUs granted on February 1, 2025 will remain outstanding and vest on their regularly scheduled vesting dates on February 1, 2026, February 1, 2027 and February 1, 2028. The value of these RSUs (based on the closing price for our common stock on February 1, 2025, the grant date) was $2,712,489. •The outstanding PSUs granted on February 1, 2025 will remain outstanding and any earned PSUs (based on actual performance in 2025) will vest on their regularly scheduled vesting date on February 1, 2028. The value of these PSUs (based on the target number of such PSUs and the closing price of our common stock on February 1, 2025, the grant date) was $2,712,517. •The one-time equity grant of RSUs with a grant date fair value of $3,332,500, which will be granted on July 31, 2025 and vest in full on July 31, 2026. As described above, Mr. Mitchell also received a payout of $2,156,825 in connection with the 2024 AIP. He will participate in the Company’s AIP program for 2025 with a target amount equal to 115% of his base salary, to be paid out at the full year target value ($1,782,500) on or about September 30, 2025. Additionally, Mr. Mitchell will receive company-paid COBRA benefits, commencing August 1, 2025 through February 28, 2027.

  76. 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 | ($) | | ($) | | ($) | | ($) | | ($) | | | Scott Huckins(4) | | | | | | | | | | | | Base salary | | 675,000 | | 1,350,000 | | — | | — | | — | | Annual bonus | | — | | 506,250 | | — | | — | | — | | Health benefits | | 16,348 | | 16,348 | | — | | — | | — | | Value of RSUs(1) | | — | | — | | 460,099 | | — | | 1,643,394 | | Value of PSUs(1)(2) | | — | | — | | — | | — | | 1,173,390 | | Total | | 691,348 | | 1,872,598 | | 460,099 | | — | | 2,816,784 | | Rachel Bishop | | | | | | | | | | | | Base salary | | 560,000 | | 1,120,000 | | — | | — | | — | | Annual bonus | | — | | 364,000 | | — | | — | | — | | Health benefits | | 16,411 | | 16,411 | | — | | — | | — | | Value of RSUs(1) | | — | | — | | 176,083 | | — | | 694,399 | | Value of PSUs(1)(2) | | — | | — | | 397,239 | | — | | 1,313,441 | | Total | | 576,411 | | 1,500,411 | | 573,322 | | — | | 2,007,840 | | Judith Buckner | | | | | | | | | | | | Base salary | | 560,000 | | 1,120,000 | | — | | — | | — | | Annual bonus | | — | | 364,000 | | — | | — | | — | | Health benefits | | 11,008 | | 11,008 | | — | | — | | — | | Value of RSUs(1) | | — | | — | | 182,425 | | 534,051 | | 695,856 | | Value of PSUs(1)(2) | | — | | — | | 347,334 | | 754,964 | | 1,235,278 | | Total | | 571,008 | | 1,495,008 | | 529,759 | | 1,289,015 | | 1,931,134 | | Steve Estes | | | | | | | | | | | | Base salary | | 560,000 | | 1,120,000 | | — | | — | | — | | Annual bonus | | — | | 364,000 | | — | | — | | — | | Health benefits | | 16,171 | | 16,171 | | — | | — | | — | | Value of RSUs(1) | | — | | — | | 138,972 | | 440,261 | | 590,109 | | Value of PSUs(1)(2) | | — | | — | | 264,610 | | 609,893 | | 1,054,634 | | Total | | 576,171 | | 1,500,171 | | 403,582 | | 1,050,154 | | 1,644,743 |

  77. 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 $26.99, the closing price for our common stock on December 31, 2024, the last trading day of 2024. (2)As of December 31, 2024, the NEOs held PSUs that were granted in 2024 with a one-year performance period of 2024. Following 2024, the CNG Committee determined the number of PSUs that were earned by each NEO. That number of earned PSUs, in addition to the earned PSUs that were granted in 2023, were utilized to determine the value of PSUs reflected in this table. (3)The value of the RSUs and PSUs in this column for NEOs who are eligible for Enhanced Retirement consist of the value of the RSUs and PSUs granted in 2023 and 2024 that would vest or continue to vest upon an Enhanced Retirement, plus the value of the RSUs granted in 2022 that would vest or continue to vest upon a Retirement, since an Enhanced Retirement under the 2023 and 2024 RSUs would qualify as a Retirement under the 2022 RSUs. (4)The information in this table for Mr. Huckins assumes a hypothetical termination of employment or change in control date of December 31, 2024, as provided in the applicable SEC rule. However, effective January 1, 2025, Mr. Huckins’ Amended and Restated Employment Agreement provides for additional benefits and payments, as described under “— Employment Agreements.”

  78. 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 during 2024 (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 2024: •The annual total compensation of our median employee was $71,749; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $8,642,216. Based on this information for 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 120:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee as of December 31, 2024, at which time we had approximately 6,400 employees, all of whom are U.S. employees. Our median employee was identified based on the cash compensation paid related to 2024 to all members of our workforce including full-time and part-time employees, other than our CEO, who were employed on December 31, 2024. We annualized the cash compensation of employees who were employed on December 31, 2024 but had not worked for us for all of 2024. For purposes of determining the cash compensation paid related to 2024, we included the amount of base salary the employee received during 2024 and the amount of any cash incentives earned in 2024. Once we identified our median employee, we then 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.

  79. 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 (“PEO” or “CEO”), and our other NEOs (averaged), along with total shareholder return (“TSR”), net income and Adjusted EBIT performance results for our 2024, 2023, 2022, 2021 and 2020 fiscal years:

  80. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($)(3) | Compensation Actually Paid to PEO(1)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($m) | Adjusted EBIT(6) ($m) | | | | | | | Company TSR(4) ($) | Peer Group TSR(4)(5) ($) | | | | 2024 | 8,642,216 | 10,556,908 | 2,032,894 | 2,397,246 | 109 | 141 | 352 | 549 | | 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 |

  81. 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 2024 (the equity adjustments for 2020-2023 were set forth in the proxy statements for our 2023 and 2022 annual meeting of stockholders):