DEF 14A of Reynolds Consumer Products Inc., Mar 18, 2026

DEF 14A of Reynolds Consumer Products Inc.

Filed Mar 18, 2026 · FY20250001628280-26-019380

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 | | 62 | 2019 | Senior Executive, Rank | | | Chair | | Helen Golding | | 63 | 2019 | Group Legal Counsel, Rank | | | ✓ | | Marla Gottschalk | | 65 | 2020 | Former Chief Executive Officer, The Pampered Chef | ✓ | Chair | | | Duncan Hawkesby | | 51 | 2025 | Managing Director, Hawkesby Management Limited | | | | | Scott Huckins | | 59 | 2025 | Chief Executive Officer, Reynolds Consumer Products | | | | | Allen Hugli | | 63 | 2021 | Chief Financial Officer, Rank | | | | | Christine Montenegro McGrath | | 60 | 2023 | Senior Vice President and Chief Impact & Sustainability Officer, Mondelez International | ✓ | ✓ | | | Rolf Stangl(2) | | 54 | 2024 | Senior Advisor, Apollo Global Management Inc. | ✓ | | ✓ | | Ann Ziegler | | 67 | 2020 | Former Senior Vice President and Chief Financial Officer, CDW Corporation | ✓ | ✓ | |

  3. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    (1)As of March 2, 2026 (2)Chair of the Board

  4. CORPORATE GOVERNANCE HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS •Independent Chair of the Board •Diverse Board with effective mix of skills, experiences and perspectives •4 of 9 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 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, except in cases of relocation assistance | | 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 nine 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 2028 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, Duncan Hawkesby 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 Marla Gottschalk, Scott Huckins and Rolf Stangl for election as directors at the 2026 Annual Meeting, to serve until the 2029 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 2, 2026, for the nominees and each person whose term of office as a director will continue after the Annual Meeting. Duncan Hawkesby is the son-in-law of Mr. Graeme Hart, who is the ultimate owner of PFL. There are no family relationships among our executive officers.

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    | Gregory Cole | | | | Age: 62 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: 63 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: 65 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

    | Duncan Hawkesby | | | | Age: 51 Director Since: July 2025 Class II Committees: None Mr. Hawkesby has served as the Managing Director of Hawkesby Management Limited, a private investment company, since 2018. Mr. Hawkesby currently serves as a director of certain entities beneficially owned by Mr. Graeme Hart, including Graham Packaging Company Inc., a US plastic packaging manufacturing company, and Building Supplies Group Holdings Limited, a New Zealand building supplies company. Mr. Hawkesby previously served as a director of Pactiv Evergreen Inc., a manufacturer of fresh food and beverage packaging, from June 2022 to April 2025. He was a director of TaxGift Limited, a New Zealand based company that enables individuals to donate tax credits to charities and schools, from 2021 to 2023. He also served as the Managing Director of Fliway Limited, one of New Zealand’s largest independent, locally-owned specialized transport and logistics companies, from 2006 to 2018, as well as on the board of directors of Fliway’s joint venture with United Parcel Services, United Parcel Service – Fliway (NZ) Limited, from 2006 to 2023. Before joining Fliway, Mr. Hawkesby served as Managing Director of Nature’s Oven Limited, a manufacturer of retail food products, from 2000 to 2005. He holds a Bachelor of Commerce from the University of Otago. Mr. Hawkesby is Mr. Hart’s son-in-law. Mr. Hawkesby brings to the Board experience as a senior executive and board member for public and private companies across multiple industries. |

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    | Scott Huckins | | | | Age: 59 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: 63 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. He previously served as a director of Pactiv Evergreen Inc. until April 2025, where he also served as the Chief Financial Officer from 2009 to 2020. Mr. Hugli is a director of other entities owned by Mr. Graeme Hart and 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: 60 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. |

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    | Rolf Stangl | | | | Age: 54 Director Since: September 2024 Non-Executive Chair of the Board Since: September 2024 Class III Committees: •Compensation, Nominating and Corporate Governance Committee 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. Mr. Stangl previously served as an independent member of the board of directors of Pactiv Evergreen Inc. from September 2020 to April 2025. He was a member of its Audit Committee from August 2021 to April 2025, its Compensation Committee from July 2022 to April 2025, and its Nominating Committee from September 2020 to March 2024. Since October 2022, Mr. Stangl 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. |

  15. PROPOSAL 1: ELECTION OF DIRECTORS

    | Ann Ziegler | | | | Age: 67 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, Marla Gottschalk, Scott Huckins and Rolf Stangl.

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During 2025, our directors who are not employees of our company or of Rank Group (the “non-affiliated directors”) (Mr. Stangl, Ms. Gottschalk, Ms. McGrath and Ms. Ziegler) received annual retainers and annual equity compensation grants pursuant to the following program: •Board member: $255,000, of which $100,000 was an annual cash retainer and $155,000 was in the form of an annual grant of restricted stock units (“RSUs”). •Chair of the Board: $125,000, of which $60,000 was an annual cash retainer and $65,000 was in the form of an annual grant of RSUs, in addition to the $255,000 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 2025 to each of Mr. Stangl, Ms. Gottschalk, Ms. McGrath and Ms. Ziegler were granted on April 23, 2025, the date of our 2025 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 Equity Incentive Plan provides that an individual who is a non-employee director may not receive awards under the plan, in cash or otherwise, for any calendar year that total more than $750,000 in the aggregate. Non-affiliated directors are 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. 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. Directors who are also full-time officers or employees of the Company or Rank Group receive no additional compensation for serving as directors. In July 2025, the Board elected Mr. Hawkesby to the Board. Mr. Hawkesby was designated as a director by PFL, our controlling stockholder, pursuant to the Stockholders Agreement, dated as of February 4, 2020, between the Company and PFL. Mr. Hawkesby is the son-in-law of Mr. Graeme Hart, who is the ultimate owner of PFL. As a result of this affiliation, Mr. Hawkesby does not participate in the Company’s non-affiliated director compensation arrangements. We 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. 2025 Director Compensation Table

    2025 Director Compensation Table The following table presents the compensation for each person who served as a member of our Board of Directors during 2025, other than Scott Huckins. Mr. Huckins, who was our Chief Executive Officer during 2025, received no compensation for his service as a director. The compensation received by Mr. Huckins as our Chief Executive Officer during 2025 is presented in the Summary Compensation Table. Mr. Cole, Ms. Golding, Mr. Hawkesby and Mr. Hugli did not receive any compensation for his or her service as a director of ours in 2025, due to the fact that they were serving as officers of Rank Group at the time of payment or grant or, in the case of Mr. Hawkesby, his familial affiliation with Mr. Graeme Hart.

  19. 2025 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 | | 155,005 | | 4,647 | | 279,652 | | Duncan Hawkesby | | — | | — | | — | | — | | Allen Hugli | | — | | — | | — | | — | | Christine Montenegro McGrath | | 110,000 | | 155,005 | | 11,144 | | 276,149 | | Rolf Stangl | | 170,000 | | 219,999 | | 3,628 | | 393,627 | | Ann Ziegler | | 110,000 | | 155,005 | | 12,983 | | 277,988 |

  20. 2025 Director Compensation Table

    (1)The number of unvested RSUs held by each director at December 31, 2025 was: Mr. Cole: zero; Ms. Golding: zero; Ms. Gottschalk: 6,568; Mr. Hawkesby: zero; Mr. Hugli: zero; Ms. McGrath: 6,568; Mr. Stangl: 9,322; and Ms. Ziegler: 6,568. (2)The amounts in this column represent the dollar value of dividend equivalents paid or credited in 2025 related to RSUs held by the director. For Mses. McGrath and Ziegler, this includes dividend equivalents credited in 2025 related to RSUs that previously vested but had not yet been settled due to deferral elections.

  21. Compensation Arrangements for Newly Hired Named Executive Officers

    Compensation Arrangements for Newly Hired Named Executive Officers The other three NEOs, Ms. Barnett (Chief Legal Officer and Corporate Secretary), Mr. Clark (President, Hefty Tableware) and Ms. Hooker (Chief Commercial Officer), were hired and appointed during 2025, and each of them is an NEO as a result of compensation granted in connection with their commencement of employment. The CNG Committee recognizes that first-year compensation for newly hired executives may be elevated due to one-time recruitment-related compensation elements that are not indicative of ongoing pay levels. In connection with the recruitment and hiring of these executives, the CNG Committee approved certain one-time compensation elements, including sign-on cash bonuses, relocation assistance and equity replacement awards. The CNG Committee determined that these one-time arrangements were appropriate to attract experienced executives in a competitive labor market, facilitate their transitions to the Company and offset compensation forfeited upon departure from prior employers. The CNG Committee does not consider these one-time arrangements to be part of our ongoing executive compensation program. To offset the loss of unvested equity awards forfeited upon departure from prior employers, the CNG Committee granted replacement RSUs to each of Ms. Barnett, Mr. Clark and Ms. Hooker, in addition to the regular annual equity awards. The vesting schedules of the equity replacement awards were designed to generally align with the vesting terms of the executive’s forfeited awards and to promote long-term retention and alignment with stockholder interests. These equity replacement awards were granted on a one-time basis in connection with commencement of employment and are not expected to be repeated. The CNG Committee also approved one-time sign-on cash bonuses and relocation assistance to these NEOs to address transition-related costs associated with accepting employment with us. These cash payments were not performance-based and are not part of our ongoing compensation structure. As a result of the one-time sign-on cash bonuses, relocation assistance and equity replacement awards described above, Ms. Barnett, Mr. Clark and Ms. Hooker were among our most highly compensated executive officers for 2025. The CNG Committee emphasizes that compensation reported for these executives for 2025 is not representative of the compensation levels expected in future years. Excluding these one-time recruitment-related items, the ongoing compensation opportunities for these executives are generally consistent with those of other executive officers and aligned with our pay-for-performance philosophy.

  22. Executive Compensation Decision-Making Process

    Executive Compensation Decision-Making Process Role of the CNG Committee 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 works closely with its independent advisors and management throughout the year to evaluate the effectiveness and competitiveness of the Company’s executive compensation program. The CNG Committee’s authority and responsibilities are described fully in its Charter. Role of Management Our CEO, in collaboration with a third party compensation consultant and with input from the CNG Committee, makes recommendations to the CNG Committee for base salary, annual incentive program (“AIP”), long-term incentive (“LTI”) compensation 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. Role of the Independent Compensation Consultant The CNG Committee has engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant, to advise on compensation matters. Pearl Meyer provides an analysis of base salary, AIP compensation and LTI compensation for our 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 2025 included:

  23. Executive Compensation Decision-Making 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 2025 executive compensation matters, Helen of Troy Limited was removed from our Benchmark Comparison Group due to declining market capitalization and Pactiv Evergreen Inc. was removed from our Benchmark Comparison Group due to being acquired and the resulting lack of public compensation data. Newell Brands, Inc. was added to our Benchmark Comparison Group due to their size, industry and competition for sources of talent.

  24. 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 |

  25. Base Salary

    Base Salary Base salaries are set at competitive levels necessary to attract and retain top-performing senior executives, including our NEOs, and are intended to compensate senior executives for their job responsibilities and level of experience. The CNG Committee has a goal to set each of the elements of total compensation at or around the 50th percentile of the Benchmark Comparison Group (and, for our presidents of our four business units, the overall general industry), adjusted to reflect each executive’s individual performance and contributions. In certain cases, including when an executive is recruited from another company or where it is otherwise appropriate to retain or incentivize an executive, the base salary may exceed the levels indicated in order to attract, and ultimately retain, the executive. Effective January 1, 2025, upon their promotions, the CNG Committee approved base salaries for Mr. Huckins as President and Chief Executive Officer, and Mr. Lowe as Chief Financial Officer, consistent with the scope and responsibilities of their new roles. In determining the level of base salary for each of Ms. Barnett, Mr. Clark and Ms. Hooker upon their hiring in 2025, the CNG Committee considered market-competitive benchmarking, the executive’s experience and qualifications, the scope and complexity of the role, internal pay equity, and the Company’s overall compensation philosophy. The annual base salary amounts in 2025 for each of the NEOs was:

  26. Annual Incentive Compensation

    Annual Incentive Compensation 2025 Annual Incentive Program Our 2025 annual incentive program (“2025 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 2025 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, 60% of the payout under the 2025 AIP would be determined by 2025 Adjusted EBIT as a percentage of 2024 Adjusted EBIT (“Adjusted EBIT Growth”), 25% of the payout would be determined by the achievement of certain strategic initiatives, and 15% would be determined by the 2025 increase in total net revenues relative to 2024 total net revenues (“Revenue Growth”). Based on the combined Adjusted EBIT Growth, achievement of certain strategic initiatives and Revenue Growth results, a participant could earn up to 200% of the target value. The target levels, as well as threshold and maximum levels, for the Adjusted EBIT Growth and Revenue Growth metrics were set by the CNG Committee in the first quarter of 2025. With respect to the strategic initiatives component, the CNG Committee established objectives relating to key strategic priorities in the first quarter of 2025, and evaluated performance against those objectives following the end of 2025. We do not publicly disclose the specific targets or criteria associated with these strategic initiatives because such disclosure would result in competitive harm by revealing commercially sensitive information regarding our business strategies and operational priorities. However, the CNG Committee considers these objectives to be rigorous and closely aligned with our strategic plan. In the first quarter of 2025, 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 2025:

  27. Annual Incentive Compensation

    | Adjusted EBIT Growth | Threshold | | Target | | Maximum | | | FY 2025 ($m) | | 513 | | 569 | | 626 | | % of FY 2024 | | 92.7% | | 103.0% | | 113.3% | | Percentage Payout Level | | 25% | | 100% | | 200% | | Revenue Growth | Threshold | | Target | | Maximum | | | FY 2025 ($m) | | 3,598 | | 3,787 | | 3,977 | | % of FY 2024 | | 97.4% | | 102.5% | | 107.6% | | Percentage Payout Level | | 25% | | 100% | | 200% |

  28. Annual Incentive Compensation

    The CNG Committee provided that payout levels would be interpolated for results between the threshold and maximum levels. The CNG Committee also established the target amounts to which the weighted results of the three performance metrics would be applied. The target percentage of actual base salary for the year for each NEO was:

  29. Annual Incentive Compensation

    | Name | Target % of Base Salary | | | Scott Huckins | | 120% | | Nathan Lowe | | 75% | | Jill Barnett | | 65% | | Ryan Clark | | 65% | | Carlen Hooker | | 65% |

  30. Annual Incentive Compensation

    In January 2026, the CNG Committee determined the degree to which the Adjusted EBIT Growth, strategic initiatives 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 50%; based on the achievement level of the Revenue Growth target, the payout for such metric was 65%; and based on the achievement of strategic initiatives, the payout for such metric was 200%. After applying the applicable weightings of these metrics, the total payout level was 90% of target, as shown below:

  31. Annual Incentive Compensation

    | Metric | Actual ($m / %) | Payout Attainment (%) | | Weight (%) | | Final Payout (%) | | | Adjusted EBIT Growth (FY 2025 result / % of FY 2024)(1) | $532 / 97% | | 50% | | 60% | | 30% | | Revenue Growth (FY 2025 result / % of FY 2024) | $3,721 / 101% | | 65% | | 15% | | 10% | | Strategic initiatives achievement | N/A | | 200% | | 25% | | 50% | | Total | | | | | | | 90% |

  32. 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 2025 AIP as described above, the CNG Committee’s approval resulted in the payment of the following amounts to our NEOs under the 2025 AIP:

  33. Annual Incentive Compensation

    | Name | 2025 AIP Payout | | | Scott Huckins | $ | 1,080,000 | | Nathan Lowe | $ | 371,250 | | Jill Barnett(1) | $ | 219,874 | | Ryan Clark(1) | $ | 198,656 | | Carlen Hooker(1) | $ | 167,944 |

  34. Annual Incentive Compensation

    (1)Ms. Barnett, Mr. Clark and Ms. Hookers’ AIP payout amounts were based on their base salary in 2025, reflecting their respective start dates during the year. The amounts paid to our NEOs pursuant to the 2025 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 a retention arrangement that was put in place in 2023, Mr. Lowe received a retention bonus in 2025. Further, as described above, in connection with their hiring in 2025, the CNG Committee approved a one-time sign-on cash bonuses for each of Ms. Barnett, Mr. Clark and Ms. Hooker. The amounts of these retention and sign-on bonuses were as follows:

  35. Annual Incentive Compensation

    | | 2025 One-time Cash Bonus | | | Nathan Lowe | $ | 100,000 | | Jill Barnett | $ | 135,844 | | Ryan Clark | $ | 150,000 | | Carlen Hooker | $ | 125,000 |

  36. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Equity Awards Granted in 2025 The LTI program for 2025 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 2025 adjusted earnings per share as a percentage of 2024 adjusted earnings per share (“Adjusted EPS Growth”). The remaining 50% would be determined by the 2025 adjusted free cash flow (“Adjusted 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 February 1, 2028 for Mr. Huckins and Mr. Lowe, May 1, 2028 for Ms. Barnett, and June 1, 2028 for Mr. Clark and Ms. Hooker, in each case representing the third anniversary of the applicable grant date of the PSUs granted in 2025 as part of the annual executive award. 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 Adjusted Free Cash Flow was attained for 2025:

  37. Long-Term Incentive Compensation

    | Adjusted EPS Growth | Threshold | | Target | | Maximum | | | FY 2025 ($) | | 1.47 | | 1.73 | | 1.99 | | % of FY 2024 | | 88% | | 104% | | 119% | | Percentage PSUs Earned | | 25% | | 100% | | 200% | | Adjusted Free Cash Flow | Threshold | | Target | | Maximum | | | FY 2025 ($m) | | 264 | | 330 | | 396 | | Percentage PSUs Earned | | 25% | | 100% | | 200% |

  38. Long-Term Incentive Compensation

    The number of RSUs and the target number of PSUs granted to our NEOs in 2025 as part of the annual award (excluding the one-time executive transition and one-time new hire grants of RSUs, which are discussed below) were as follows:

  39. Long-Term Incentive Compensation

    | Name | LTI RSUs (#) | | LTI PSUs (#) | | | Scott Huckins | | 72,438 | | 72,437 | | Nathan Lowe | | 17,431 | | 17,430 | | Jill Barnett | | 14,373 | | 14,373 | | Ryan Clark | | 18,682 | | 18,682 | | Carlen Hooker | | 15,602 | | 15,602 |

  40. Long-Term Incentive Compensation

    In January 2026, the CNG Committee determined the degree to which the Adjusted EPS Growth and Adjusted 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 74%; and based on the achievement level of the Adjusted Free Cash Flow target, the percentage earned for such metric was 99%. After applying the applicable weightings of these metrics, the percentage earned was 87% of target, as shown below:

  41. Long-Term Incentive Compensation

    | Metric | Actual | Attainment (%) | | Weight (%) | | Final Earned (%) | | | Adjusted EPS Growth (FY 2025 result ($) / % of FY 2024)(1) | 1.64 / 98% | | 74% | | 50% | | 37% | | Adjusted Free Cash Flow (FY 2025 result ($m)⁽¹⁾ | 329 | | 99% | | 50% | | 50% | | Total | | | | | | | 87% |

  42. Long-Term Incentive Compensation

    (1)Adjusted EPS and Adjusted 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 2025 PSUs as described above, the CNG Committee’s approval resulted in the following number of PSUs being earned by each NEO:

  43. Long-Term Incentive Compensation

    | Name | 2025 PSUs Earned | | Scott Huckins | 63,020 | | Nathan Lowe | 15,164 | | Jill Barnett | 12,505 | | Ryan Clark | 16,253 | | Carlen Hooker | 13,574 |

  44. Long-Term Incentive Compensation

    These earned PSUs will vest on February 1, 2028. In addition, in connection with the executive role promotions for Mr. Huckins and Mr. Lowe and the commencement of employment for Ms. Barnett, Mr. Clark and Ms. Hooker, the CNG Committee approved one-time RSU awards to our NEOs that were granted in 2025, as follows:

  45. Long-Term Incentive Compensation

    | Name | One-Time RSUs (#) | | | Scott Huckins | | 18,109 | | Nathan Lowe | | 13,134 | | Jill Barnett | | 43,221 | | Ryan Clark | | 45,290 | | Carlen Hooker | | 40,761 |

  46. Long-Term Incentive Compensation

    For Mr. Huckins, the one-time RSUs will vest one-half on each of February 1, 2026 and 2027, subject to continued service on each vesting date. For Mr. Lowe, 8,607 RSUs will vest on February 1, 2026 and 4,527 RSUs will vest on February 1, 2027, subject to continued service on each vesting date. For Ms. Barnett, 17,987 RSUs will vest on April 30, 2026 and 25,234 RSUs will vest on April 30, 2027, subject to continued service on each vesting date. For each of Mr. Clark and Ms. Hooker, the one-time RSUs will vest one-third on each of June 1, 2026, 2027 and 2028, subject to continued service on each vesting date.

  47. 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.

  48. Employment Agreements

    | Employee | Severance(1) | Restrictive Covenants(2) | | Scott Huckins | • 24 months of base salary plus target annual incentive; and a prorated target annual incentive amount • 36 months of base salary plus target annual incentive; and a prorated target annual incentive amount, if following a Sale of Business(3) • 18 months of COBRA premium assistance | Yes | | Nathan Lowe | • 12 months of base salary plus a prorated target annual incentive amount • 24 months of base salary plus target annual incentive; and a prorated target annual incentive amount, if following a Sale of Business(3) • 18 months of COBRA premium assistance | Yes | | Jill Barnett | • 12 months of base salary plus a prorated target annual incentive amount • 24 months of base salary plus target annual incentive; and a prorated target annual incentive amount if following a Sale of Business(3) • 18 months of COBRA premium assistance | Yes | | Ryan Clark | • 12 months of base salary plus a prorated target annual incentive • 24 months of base salary plus target annual incentive; and a prorated target annual incentive amount if following a Sale of Business(3) • 18 months of COBRA premium assistance | Yes | | Carlen Hooker | • 12 months of base salary plus a prorated target annual incentive • 24 months base salary plus target annual incentive; and a prorated target annual incentive amount if following a Sale of Business(3) • 18 months COBRA premium assistance | Yes |

  49. 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.

  50. 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 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.

  51. 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, 2025, 2024 and 2023.

  52. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Scott Huckins | 2025 | 1,000,000 | — | 4,499,988 | 1,080,000 | 142,737 | 6,722,725 | | President and Chief Executive Officer(5) | 2024 | 675,000 | — | 1,282,512 | 612,563 | 55,394 | 2,625,469 | | | 2023 | 128,906 | 500,000 | 1,500,013 | 162,422 | 8,675 | 2,300,016 | | Nathan Lowe(6) | 2025 | 550,000 | 100,000 | 1,325,142 | 371,250 | 67,623 | 2,414,015 | | Chief Financial Officer | | | | | | | | | Jill Barnett | 2025 | 375,852 | 135,844 | 1,680,610 | 219,874 | 224,534 | 2,636,714 | | Chief Legal Officer & Corporate Secretary | | | | | | | — | | Ryan Clark | 2025 | 339,583 | 150,000 | 1,825,001 | 198,656 | 14,876 | 2,528,116 | | President, Hefty Tableware | | | | | | | | | Carlen Hooker | 2025 | 287,083 | 125,000 | 1,588,987 | 167,944 | 219,563 | 2,388,577 | | Chief Commercial Officer | | | | | | | |

  53. SUMMARY COMPENSATION TABLE

    (1) Represents a discretionary, one-time cash bonus paid in connection with the commencement of employment or promotions during fiscal 2025 and 2023. The one-time cash bonuses are not part of our ongoing executive compensation program. Any relocation assistance provided in connection with commencement of employment is reported separately under “All Other Compensation.” (2) Represents the aggregate grant date fair value of RSU and PSU awards granted during 2025, 2024 and 2023, 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 table presents, for 2025 awards, the grant date fair value of the annual award of RSUs 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:

  54. SUMMARY COMPENSATION TABLE

    | | 2025 Annual PSUs | | | | 2025 Annual RSUs | | | | Grant Date Fair Value (Based on Probable Outcome) | | Grant Date Fair Value (Based on Maximum Performance) | | Grant Date Fair Value | | | Name | ($) | | ($) | | ($) | | | Scott Huckins | | 1,999,986 | | 3,999,972 | | 2,000,013 | | Nathan Lowe | | 481,242 | | 962,484 | | 481,270 | | Jill Barnett | | 328,136 | | 656,272 | | 328,136 | | Ryan Clark | | 412,499 | | 824,998 | | 412,499 | | Carlen Hooker | | 344,492 | | 688,984 | | 344,492 |

  55. SUMMARY COMPENSATION TABLE

    For 2025, the “Stock Awards” column also includes the grant date fair value of certain one-time RSU awards granted to our NEOs. For Messrs. Huckins and Lowe, these RSU awards were granted in connection with their respective promotions. For Ms. Barnett, Mr. Clark and Ms. Hooker, these RSU awards were granted in connection with the commencement of employment to replace unvested equity awards forfeited upon departure from their prior employer. The following table presents the grant date fair value of these one-time RSU awards:

  56. SUMMARY COMPENSATION TABLE

    | | 2025 One-Time RSUs | | | | Grant Date Fair Value | | | Name | ($) | | | Scott Huckins | | 499,989 | | Nathan Lowe | | 362,630 | | Jill Barnett | | 1,024,338 | | Ryan Clark | | 1,000,003 | | Carlen Hooker | | 900,003 |

  57. SUMMARY COMPENSATION TABLE

    The following tables present, for 2024 and 2023 awards, the grant date fair value of the RSUs, 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:

  58. 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 | ($) | | ($) | | ($) | | | Scott Huckins | | 641,256 | | 1,282,512 | | 641,526 |

  59. 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 | ($) | | ($) | | ($) | | | Scott Huckins | | — | | — | | 1,500,013 |

  60. SUMMARY COMPENSATION TABLE

    (3) Represents the NEO’s payouts under the AIP for the applicable year. (4) The amounts reported in this column for 2025 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, wellness credits and relocation benefits as follows:

  61. 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 ($) | | Relocation Benefits ($) | Total All Other Compensation ($) | | | Scott Huckins | | 28,000 | | 68,000 | | 41,835 | | 4,902 | | — | — | | 142,737 | | Nathan Lowe | | 28,000 | | 33,068 | | 3,505 | | 1,050 | | 2,000 | — | | 67,623 | | Jill Barnett | | 28,000 | | 1,750 | | — | | 1,519 | | 500 | 192,765 | | 224,534 | | Ryan Clark | | 12,418 | | 1,210 | | — | | 1,248 | | — | — | | 14,876 | | Carlen Hooker | | 21,442 | | 1,943 | | — | | 3,302 | | — | 192,876 | | 219,563 |

  62. SUMMARY COMPENSATION TABLE

    Ms. Barnett’s relocation benefits includes a $92,765 tax gross-up. Ms. Hooker’s relocation benefits of $192,876 includes moving expenses, temporary housing and home sale assistance associated with her relocation to the Company’s headquarters. (5) Mr. Huckins joined the Company in October 2023 and served as our Chief Financial Officer from November 2023 through December 2024. He has served as our President and Chief Executive Officer since January 1, 2025. (6) Because Mr. Lowe was not an NEO prior to 2025, the compensation paid to him in prior years is not included in this table.

  63. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth information regarding grants of plan-based awards to our NEOs during 2025.

  64. 2025 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) | | Scott Huckins | | | | | | | | | | | | 2025 AIP | | | 300,000 | 1,200,000 | 2,400,000 | | | | | | | One-Time RSUs(3) | 2/1/2025 | 1/29/2025 | | | | | | | 18,109 | 499,989 | | RSUs | 2/1/2025 | 1/29/2025 | | | | | | | 72,438 | 2,000,013 | | PSUs | 2/1/2025 | 1/29/2025 | | | | 18,109 | 72,437 | 144,874 | | 1,999,986 | | Nathan Lowe | | | | | | | | | | | | 2025 AIP | | | 103,125 | 412,500 | 825,000 | | | | | | | One-Time RSUs(3) | 2/1/2025 | 1/29/2025 | | | | | | | 13,134 | 362,630 | | RSUs | 2/1/2025 | 1/29/2025 | | | | | | | 17,431 | 481,270 | | PSUs | 2/1/2025 | 1/29/2025 | | | | 4,358 | 17,430 | 34,860 | | 481,242 | | Jill Barnett | | | | | | | | | | | | 2025 AIP | | | 60,125 | 240,500 | 481,000 | | | | | | | One-Time RSUs(3) | 4/30/2025 | 2/24/2025 | | | | | | | 43,221 | 1,024,338 | | RSUs | 5/1/2025 | 2/24/2025 | | | | | | | 14,373 | 328,136 | | PSUs | 5/1/2025 | 2/24/2025 | | | | 3,593 | 14,373 | 28,746 | | 328,136 | | Ryan Clark | | | | | | | | | | | | 2025 AIP | | | 55,250 | 221,000 | 442,000 | | | | | | | One-Time RSUs(3) | 6/1/2025 | 5/22/2025 | | | | | | | 45,290 | 1,000,003 | | RSUs | 6/1/2025 | 5/22/2025 | | | | | | | 18,682 | 412,499 | | PSUs | 6/1/2025 | 5/22/2025 | | | | 4,671 | 18,682 | 37,364 | | 412,499 | | Carlen Hooker | | | | | | | | | | | | 2025 AIP | | | 47,125 | 188,500 | 337,000 | | | | | | | One-Time RSUs(3) | 6/1/2025 | 5/22/2025 | | | | | | | 40,761 | 900,003 | | RSUs | 6/1/2025 | 5/22/2025 | | | | | | | 15,602 | 344,492 | | PSUs | 6/1/2025 | 5/22/2025 | | | | 3,901 | 15,602 | 31,204 | | 344,492 |

  65. 2025 GRANTS OF PLAN-BASED AWARDS

    (1)Amounts shown in this column represent the potential cash payout amounts under the 2025 AIP. The actual cash payout amounts under the 2025 AIP are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. For Ms. Barnett, Mr. Clark and Ms. Hooker, the potential cash payout amounts are based on their prorated salary for 2025, reflecting their respective start dates during the year. (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)For Messrs. Huckins and Lowe, represents RSUs granted in connection with their respective promotions. For Ms. Barnett, Mr. Clark and Ms. Hooker, represents RSUs granted in connection with the executive’s commencement of employment to replace unvested equity awards forfeited upon departure from their prior employer. The vesting terms of these awards are generally consistent with the forfeited awards. See “Compensation Discussion and Analysis” for discussion of the rationale for these one-time equity replacement awards.

  66. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 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, 2025:

  67. OUTSTANDING EQUITY AWARDS AT 2025 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 ($)⁽11⁾ | | | Scott Huckins | 12/1/2023 | | 18,882(1) | | 432,775 | | | 2/1/2024 | | 58,891(2) | | 1,349,782 | | | 2/1/2025 | | 153,567(3) | | 3,519,756 | | Nathan Lowe | 2/1/2023 | | 5,522(4) | | 126,564 | | | 2/1/2024 | | 8,266(5) | | 189,457 | | | 2/1/2025 | | 45,729(6) | | 1,048,109 | | Jill Barnett | 4/30/2025 | | 43,221(7) | | 990,625 | | | 5/1/2025 | | 26,878(8) | | 616,044 | | Ryan Clark | 6/1/2025 | | 80,225(9) | | 1,838,757 | | Carlen Hooker | 6/1/2025 | | 69,937(10) | | 1,602,956 |

  68. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1)Represents RSUs that will vest on December 1, 2026, subject to continued service through the vesting date. (2)Represents 15,416 RSUs that vest one-half on each of February 1, 2026 and 2027, 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. (3)Represents 72,438 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, 18,109 one-time RSUs granted in connection with his promotion that will vest one-half on each of February 1, 2026 and 2027, subject to continued service on each vesting date, and 63,020 PSUs that were earned based on 2025 performance and will vest on February 1, 2028, subject to continued service. (4)Represents 883 RSUs that will vest on February 1, 2026, subject to continued service through the vesting date, and 4,639 PSUs that were earned based on 2023 performance and will vest on February 1, 2026, subject to continued service. (5)Represents 2,164 RSUs that will vest one-half on each of February 1, 2026 and 2027, subject to continued service on each vesting date, and 6,102 PSUs that were earned based on 2024 performance and will vest on February 1, 2027, subject to continued service. (6)Represents 17,431 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, 13,134 one-time RSUs granted in connection with his promotion,, of which 8,607 RSUs will vest on February 1, 2026 and 4,527 RSUs will vest on February 1, 2027, subject to continued service, and 15,164 PSUs that were earned based on 2025 performance and will vest on February 1, 2028, subject to continued service. (7)Represents one-time RSUs granted in connection with her commencement of employment to replace unvested equity awards forfeited upon departure from her prior employer, of which 17,987 RSUs will vest on April 30, 2026 and 25,234 RSUs will vest on April 30, 2027, subject to continued service on each vesting date. (8)Represents 14,373 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 12,505 PSUs that were earned based on 2025 performance and will vest on February 1, 2028, subject to continued service. (9)Represents 18,682 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, 45,290 one-time RSUs granted in connection with his commencement of employment to replace unvested equity awards forfeited upon departure from his prior employer 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 16,253 PSUs that were earned based on 2025 performance and will vest on February 1, 2028, subject to continued service. (10)Represents 15,602 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, 40,761 one-time RSUs granted in connection with her commencement of employment to replace unvested equity awards forfeited upon departure from her prior employer 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 13,574 PSUs that were earned based on 2025 performance and will vest on February 1, 2028, subject to continued service. (11)Market value is calculated by multiplying the number of shares by $22.92, the closing sale price per share of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025.

  69. 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 2025. None of Ms. Barnett, Mr. Clark or Ms. Hooker held equity awards that vested in 2025. None of our named executive officers holds any stock options, and therefore no stock options were exercised in 2025.

  70. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | | | | Number of Shares Acquired on Vesting(1) | | Value Realized on Vesting(2) | | | Name | (#) | | ($) | | | Scott Huckins | | 26,591 | | 677,532 | | Nathan Lowe | | 2,286 | | 63,116 |

  71. OPTION EXERCISES AND STOCK VESTED

    (1)Represents RSUs that vested on February 1, 2025 and December 1, 2025, 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.

  72. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION In 2025, 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.

  73. 2025 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 2025 ($)(3) | | | Scott Huckins | | 124,800 | | 68,000 | | 3,366 | | — | | 204,266 | | Nathan Lowe | | 350,625 | | 33,068 | | 56,105 | | — | | 734,553 | | Jill Barnett | | 74,656 | | 1,750 | | 729 | | — | | 77,135 | | Ryan Clark | | 15,125 | | 1,210 | | 321 | | — | | 16,656 | | Carlen Hooker | | 49,483 | | 1,943 | | 803 | | — | | 52,229 |

  74. 2025 NONQUALIFIED DEFERRED COMPENSATION

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

  75. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Amount Reported in the Salary Column for 2025 ($) | | Amount Reported in the Non-Equity Incentive Plan Compensation Column for 2025 ($) | | | Scott Huckins | | 60,000 | | 64,800 | | Nathan Lowe | | 165,000 | | 185,625 | | Jill Barnett | | 19,688 | | 54,968 | | Ryan Clark | | 15,125 | | — | | Carlen Hooker | | 24,292 | | 25,191 |

  76. 2025 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 2025. (3)Of the amounts shown in this column, the following amounts are or were previously reported in the Summary Compensation Table:

  77. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Aggregate Amount Reported in Summary Compensation Table of this and Prior Proxy Statements ($) | | | Scott Huckins | | 8,100 | | Nathan Lowe | | 294,755 | | Jill Barnett | | — | | Ryan Clark | | — | | Carlen Hooker | | — |

  78. 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, the current Employment Agreements with the NEOs provide for the following 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, plus his or her annual bonus at target prorated through the date of termination, paid in equal installments over 12 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 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 his or her annual bonus at target and (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, 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, 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 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, 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 and PSU award agreements provide that in the event of a termination of service due to the participant’s death, Retirement (as defined below) or Enhanced Retirement (as defined below), a pro rata portion of RSUs and PSUs would vest. The RSU award agreements applicable to the NEOs with a two or three year vesting period 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 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. For RSU awards with fewer than three vesting periods, 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 of the RSUs will vest on the termination date, determined based on 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. 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.

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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. Notwithstanding the foregoing, with respect to RSU award agreements that do not provide for Retirement or Enhanced Retirement treatment, a participant’s termination of service, including a termination characterized as a retirement, will be treated as a termination other than for death, Retirement or Enhanced Retirement, and no pro rata or continued vesting will apply. Any such RSUs that are unvested as of the participant’s termination date will be forfeited in accordance with the terms of the applicable RSU award agreement. The PSU award agreements applicable to the NEOs 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 for Mr. Huckins and Mr. Lowe and in January 2026 for all other NEOs, the CNG Committee determined that all future awards granted under the Equity Incentive Plan to these executives 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. The amounts in the table are based on a hypothetical termination of employment or change in control date on December 31, 2025. None of our NEOs are eligible for Retirement or Enhanced Retirement benefits as of December 31, 2025.

  80. 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 | | Change in Control | | | Name/Benefits | ($) | | ($) | | ($) | | | ($) | | Scott Huckins | | | | | | | | | | Base salary and target bonus(1) | | 4,400,000 | | 6,600,000 | | — | | — | | Term year bonus | | 1,080,000 | | 1,080,000 | | — | | — | | Health benefits | | 25,487 | | 25,487 | | — | | — | | Value of RSUs(3) | | — | | — | | 582,741 | | 2,861,447 | | Value of PSUs(3)(4) | | — | | — | | 636,626 | | 2,440,865 | | Total | | 5,505,487 | | 7,705,487 | | 1,219,367 | | 5,302,312 | | Nathan Lowe | | | | | | | | | | Base salary and target bonus(1) | | 550,000 | | 1,925,000 | | — | | — | | Term year bonus | | 371,250 | | 371,250 | | — | | — | | Health benefits | | 25,487 | | 25,487 | | — | | — | | Value of RSUs(3) | | — | | — | | 144,971 | | 770,387 | | Value of PSUs(3)(4) | | — | | — | | 192,734 | | 593,743 | | Total | | 946,737 | | 2,321,737 | | 337,705 | | 1,364,130 | | Jill Barnett | | | | | | | | | | Base salary and target bonus(1) | | 525,000 | | 1,732,500 | | — | | — | | Term year bonus(2) | | 244,304 | | 244,304 | | — | | — | | Health benefits | | 25,487 | | 25,487 | | — | | — | | Value of RSUs(3) | | — | | — | | 274,841 | | 1,320,054 | | Value of PSUs(3)(4) | | — | | — | | — | | 286,615 | | Total | | 794,791 | | 2,002,291 | | 274,841 | | 1,606,669 | | Ryan Clark | | | | | | | | | | Base salary and target bonus(1) | | 550,000 | | 1,815,000 | | — | | — | | Term year bonus(2) | | 220,729 | | 220,729 | | — | | — | | Health benefits | | 25,591 | | 25,591 | | — | | — | | Value of RSUs(3) | | — | | — | | — | | 1,466,238 | | Value of PSUs(3)(4) | | — | | — | | — | | 372,519 | | Total | | 796,320 | | 2,061,320 | | — | | 1,838,757 | | Carlen Hooker | | | | | | | | | | Base salary and target bonus(1) | | 530,000 | | 1,749,000 | | — | | — | | Term year bonus(2) | | 186,604 | | 186,604 | | — | | — | | Health benefits | | 16,948 | | 16,948 | | — | | — | | Value of RSUs(3) | | — | | — | | — | | 1,637,840 | | Value of PSUs(3)(4) | | — | | — | | — | | 311,116 | | Total | | 733,552 | | 1,952,552 | | — | | 1,948,956 |

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)These amounts represent the amount of base salary and target AIP payout, if applicable, multiplied by the applicable multiple, payable to the NEO pursuant to the terms of his or her employment agreement. (2)These amounts represent the target 2025 AIP payout prorated for NEOs who were not employed during the full year of 2025. (3)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 $22.92, the closing price for our common stock on December 31, 2025, the last trading day of 2025. (4)As of December 31, 2025, the NEOs held PSUs that were granted in 2025 with a one-year performance period of 2025. Following 2025, 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 (for Mr. Lowe) and 2024 (for Mr. Huckins and Mr. Lowe), were utilized to determine the value of PSUs reflected in this table.

  82. CEO PAY RATIO

    CEO PAY RATIO The following is a reasonable estimate of the ratio of the annual total compensation of Scott Huckins, our Chief Executive Officer during 2025 (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 2025: •The annual total compensation of our median employee was $69,461; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $6,722,725. Based on this information for 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 97:1. 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, 2025, at which time we had approximately 6,000 employees, all of whom are U.S. employees. Our median employee was identified based on the cash compensation paid related to 2025 to all members of our workforce including full-time and part-time employees, other than our CEO, who were employed on December 31, 2025. We annualized the cash compensation of employees who were employed on December 31, 2025 but had not worked for us for all of 2025. For purposes of determining the cash compensation paid related to 2025, we included the amount of base salary the employee received during 2025 and the amount of any cash incentives earned in 2025. 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.

  83. 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 2025, 2024, 2023, 2022 and 2021 fiscal years:

  84. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($m) | Adjusted EBIT(6) ($m) | | | | | | | Company TSR(4) ($) | Peer Group TSR(4)(5) ($) | | | | 2025 | 6,722,725 | 5,385,797 | 2,491,856 | 2,397,201 | 90 | 105 | 301 | 532 | | 2024 | 8,642,216 | 10,556,908 | 2,032,894 | 2,397,246 | 102 | 123 | 352 | 549 | | 2023 | 8,721,018 | 9,414,595 | 2,171,986 | 2,291,678 | 98 | 106 | 298 | 512 | | 2022 | 6,805,161 | 3,692,477 | 1,715,941 | 1,096,076 | 106 | 105 | 258 | 429 | | 2021 | 5,940,377 | 3,389,548 | 1,480,706 | 1,022,817 | 108 | 114 | 324 | 492 |

  85. PAY VERSUS PERFORMANCE

    (1) Scott Huckins was our PEO for all of 2025 and Lance Mitchell was our PEO for all of 2024, 2023, 2022 and 2021. The non-PEO NEOs represent the following individuals for each of the years shown: •2025: Nathan Lowe, CFO, Jill Barnett, Chief Legal Officer and Corporate Secretary, Ryan Clark, President, Hefty Tableware and Carlen Hooker, Chief Commercial Officer; •2024: Scott Huckins, who served as CFO (a non-PEO NEO) for the entirety of the reporting year, Rachel Bishop, President, Hefty Tableware, Judith Buckner, President, Reynolds Cooking & Baking and Steve Estes, Chief Administrative Officer; •2023: Scott Huckins, CFO, Rachel Bishop, President, Hefty Tableware, Judith Buckner, President, Reynolds Cooking & Baking, Lisa Smith, President, Hefty Waste and Storage and Michael Graham, former CFO; •2022: Michael Graham, CFO, Rachel Bishop, President, Hefty Tableware, Judith Buckner, President, Reynolds Cooking & Baking, Lisa Smith, President, Hefty Waste and Storage and Craig Cappel, former President, Reynolds Cooking & Baking; and •2021: Michael Graham, CFO, Craig Cappel, former President, Reynolds Cooking & Baking, Stephan Pace, President, Sales and Chief Customer Officer and Steve Estes, Chief Administrative Officer. (2) To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to the Summary Compensation Table (“SCT”) total compensation for 2025 (the equity adjustments for 2021-2024 were set forth in the proxy statements for our 2024 and 2023 annual meeting of stockholders):