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Item 9A. Controls and Procedures

2021-02-12 compared with 2020-03-10 · 60 added, 671 removed, 102 unchanged (88% of the section changed)

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We, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of December 31, 2019.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020.

Management’s Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Change in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements under all potential conditions.

Therefore, effective internal control over financial reporting provides only reasonable, and not absolute, assurance with respect to the preparation and presentation of financial statements.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 using the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As a result of that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the fiscal quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table presents the names of our executive officers and directors.

Executive Officers

Lance Mitchell

President and Chief Executive Officer

Michael Graham

Chief Financial Officer

Francis Arseneault

President, Hefty Waste & Storage

Rachel Bishop

President, Hefty Tableware

Judith Buckner

President, Presto Products

President, Reynolds Cooking & Baking

President, Sales and Chief Customer Officer

Director and Chairman of the Board of Directors

Thomas Degnan

Helen Golding

Marla Gottschalk

Lance Mitchell

Executive Officers

Lance Mitchell (Class III Director)

Mitchell has served as RCP’s President and Chief Executive Officer since 2011 and as a member of RCP’s board of directors since October 2019.

From 2006 to 2011, Mr.

Mitchell served as President of Closure Systems International (part of RGHL Group from 2008 to 2019).

Mitchell worked at Owens Corning Fiberglass Corporation from 1981 to 1986 in a variety of sales and marketing positions and from 1986 to 2005 he served in a variety of management positions at Avery Dennison Corporation, BF Goodrich, The Geon Company and PolyOne Corporation.

Mitchell received a B.S.

in Business from Bowling Green State University.

Michael Graham

Graham has served as RCP’s Chief Financial Officer since 2016.

Graham joined RCP after serving as the CFO of Graham Packaging (part of RGHL Group) from 2011 to 2016.

Prior to joining Graham Packaging, Mr.

Graham led and managed several merger and integration activities for RGHL and served as CFO of Reynolds Packaging from 2008 to 2010, collaboratively leading the integration of Reynolds Packaging into RGHL.

Graham served as Group Controller and CFO of Alcoa’s Flat Rolled & Extruded Aluminum Group from 2004 to 2007.

From 1986 to 2003 Mr.

Graham served in a variety of management positions at Honeywell International Inc.

and AlliedSignal, Avaya Communications and General Mills, Inc.

Graham received a B.A.

in Finance from Howard University.

Francis Arseneault

Arseneault has served as RCP’s President of Hefty Waste & Storage since 2019.

Prior to this role, he served as President of Presto Products from 2014 to 2019.

Arseneault’s previous experience includes roles of increasing responsibility in sales and marketing in the Canadian division of Alcoa Reynolds from 2001 to 2004 and from 2006 to 2010, and as General Manager of RCP’s international business from 2010 until joining Presto Products in 2014.

Arseneault received a B.Sc.

in Marketing and International Business from the HEC Montreal business school of the University of Montreal.

Rachel Bishop

Bishop has served as RCP’s President of Hefty Tableware since 2019.

Prior to joining RCP, she served as Chief Strategy Officer from 2014 to 2017 and President, Snacks from 2017 to 2019 at TreeHouse Foods, Inc.

Bishop was at The Walgreen Company from 2009 to 2014 where she most recently served as Group Vice President of Retail Strategy.

From 2001 to 2009, Ms.

Bishop was at McKinsey & Company, where she worked with consumer businesses on a broad range of sales, marketing, and operational topics with a focus on growth strategy development and implementation.

Bishop earned a B.S.

degrees in Materials Science and Engineering and in Geophysics from Brown University and a Ph.D.

in Materials Science and Engineering with a minor in Technology Management from Northwestern University.

Judith Buckner

Buckner has served as RCP’s President of Presto Products since 2019.

She previously served as Senior Vice President, Business Transformation of RCP from 2017 to 2019.

Buckner first joined RCP in 2000 as an Engineering Manager and has held various other leadership roles including Director of Manufacturing, Plant Manager, Director of Engineering and New Product Development and Vice President of Operations and Engineering.

Her prior experience includes various engineering and leadership roles in product development and operations at Hoechst-Celanese/Invista from 1991 to 2000.

Buckner earned a B.S.

in Chemical Engineering from Purdue University.

Cappel has served as RCP’s President of Reynolds Cooking & Baking since 2018.

From 2015 to 2018, he served as President of Hefty Tableware.

From 2013 to 2015, Mr.

Cappel served as the Chief Procurement and Technology Officer for RGHL Group, leading global sourcing and technology across multiple businesses.

From 1997 to 2013, Mr.

Cappel was with Pactiv as Vice President of Business Development and Innovation and various other leadership roles across innovation, engineering technology, new business development and business management.

From 1994 to 1997, he served as an engineer at TE Connectivity, Ltd.

(formerly Amp Incorporated).

Cappel received a B.S.

from the College of Engineering Technology at the Rochester Institute of Technology and an M.S.

in Product Design and Development Management from Northwestern University.

Pace has served as RCP’s President, Sales and Chief Customer Officer since 2020.

Prior to this role, he served as RCP’s President of Walmart/Sam’s and eCommerce since 2015 and RCP’s Chief Customer Officer and Senior Vice President of Sales beginning in 2010.

He served as Vice President of Sales for Pactiv’s Consumer Products Division prior to RGHL’s acquisition of Pactiv in 2010.

Pace joined Pactiv in 2001 and held several senior management positions.

Prior to joining Pactiv, he served in a variety of sales and marketing roles at Unilever plc and Procter & Gamble Company.

Pace received a B.A.

in Economics from Wesleyan University.

He serves on the Board of Advisors for Tierra Nueva Fine Cocoa, d/b/a The Whole Coffee Company.

Directors (who are not Executive Officers)

Richard Noll (Class III Director)

Noll has been a member of RCP’s board of directors since January 2020 and is Chairman of the Board and serves on the Audit Committee and Compensation, Nominating and Corporate Governance (“CNG”) Committee.

Noll served as Chairman of the Board of Directors of Hanesbrands Inc.

from 2009 to 2019, as Executive Chairman from 2016 to 2017 and Chief Executive Officer from 2006 to 2016.

Noll joined Hanesbrands Inc.

from Sara Lee Corporation where he worked for 14 years in various management positions, including President and Chief Operating Officer of Branded Apparel and Chief Executive Officer and Chief Operating Officer of Sara Lee Bakery Group, and led the turnarounds of several Sara Lee Corporation bakery and apparel businesses.

Noll is currently a member of the board of directors of Carter’s Inc., where he serves as a member of its compensation committee.

Noll previously served as a director of Fresh Market Inc.

from 2011 to 2016.

Noll received a B.A.

in Business Administration from Pennsylvania State University and an M.B.A.

from Carnegie Mellon University.

Gregory Cole (Class II Director)

Cole has been a member of RCP’s board of directors since October 2019 and is a member of the Audit Committee and CNG Committee.

He has served as a senior executive of Rank Group since 2004.

From 1994 to 2004, Mr.

Cole was a partner with Deloitte Touche Tohmatsu, which he joined in 1986.

Cole received a Bachelor of Commerce from the University of Auckland.

Thomas Degnan (Class I Director)

Degnan has been a member of RCP’s board of directors since October 2019 and is Chair of the CNG Committee.

He has served as a director and the Chief Executive Officer of RGHL since 2007.

Degnan previously served as the President and Chief Executive Officer of UCI International LLC from 2012 to 2016.

Degnan serves as a director of other entities owned by Mr.

Degnan received a B.A.

from Loyola University of Chicago.

Helen Golding (Class I Director)

Golding has been a member of RCP’s board of directors since October 2019.

She has served as Group Legal Counsel of Rank Group since 2006.

Golding joined Rank Group 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.

Golding received a Bachelor of Economics and Master of Laws from the University of Sydney.

Marla Gottschalk (Class III Director)

Gottschalk has been a member of RCP’s board of directors since January 2020 and is Chair of the Audit Committee.

Gottschalk previously served as the Chief Executive Officer of The Pampered Chef Ltd.

from 2006 to 2013 and as Chief Operating Officer from 2003 to 2006.

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.

Gottschalk is currently a member of the board of directors of Potbelly Corporation and Big Lots, Inc., where she serves as the chair of their Audit Committees and as a member of their compensation committees.

She also serves as a strategic board advisor for Ocean Spray Cranberries, Inc.

and as a member of the board of directors of Underwriters Laboratories.

Gottschalk received a B.S.

in Business from Indiana University and an M.S.

in Management Studies from Northwestern University’s J.L.

Kellogg Graduate School of Management.

Gottschalk served as a member of the Kelly School of Business Dean’s Advisory Council and a member of the Academy of Alumni Fellows.

Board Structure

We have entered into a Stockholder Agreement with 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.

Our board of directors is divided into three classes serving staggered three-year terms.

Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2021, 2022 and 2023, respectively.

At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired.

Our board has two standing committees, the Audit Committee and the CNG Committee, which are discussed below.

As we were an indirectly wholly-owned subsidiary of RGHL in 2019 we did not have any board or committee meetings in 2019.

Board Committees

Audit Committee

The members of our Audit Committee are Ms.

Gottschalk (Chair), Mr.

The composition of our Audit Committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.

Each member of our Audit Committee is financially literate.

In addition, our board of directors has determined that Ms.

Gottschalk is an “Audit Committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act.

This designation does not impose any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our board of directors.

Our Audit Committee is directly responsible for, among other things:

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

ensuring the independence of the independent registered public accounting firm;

approving the planned scope and timing, and discussing the findings, of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

establishing procedures for employees to anonymously submit concerns about questi onable accounting or auditing matters;

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

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

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

Compensation, Nominating and Corporate Governance Committee

The members of our CNG Committee are Mr.

Degnan (Chair), Mr.

Cole, and Mr.

Our CNG Committee is responsible for, among other things:

recommending to our board of directors for determination, the compensation of our executive officers;

reviewing and approving the compensation of our directors;

administering our stock and equity incentive plans;

reviewing and evaluating, or making recommendations to our board of directors with respect to, incentive compensation and equity plans;

reviewing our overall compensation philosophy;

identifying and recommending candidates for membership on our board of directors;

reviewing and recommending our corporate governance guidelines and policies;

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

overseeing the process of evaluating the performance of our board of directors;

assisting our board of directors on corporate governance matters.

Code of Business Conduct and Ethics

Our board has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers, the full text of which is posted on the investor relations section of our website at www.reynoldsconsumerproducts.com.

We intend to disclose future amendments to our code of business conduct and ethics, or any waivers of such code, on our website or in public filings.

The information required by Item 10 will appear in the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

EXECUTIVE COMPENSATION

This section describes our compensation approach and programs for our named executive officers (“NEOs”), which include our Chief Executive Officer, Chief Financial Officer, and our three other most highly compensated executive officers for the year ended December 31, 2019.

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 2019.

Our NEOs for 2019 were:

Lance Mitchell, President and Chief Executive Officer

Michael Graham, Chief Financial Officer

Stephan Pace, President, Sales and Chief Customer Officer

Craig Cappel, President, Reynolds Cooking & Baking

Rachel Bishop, President, Hefty Tableware

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 below, the compensation objectives, strategy, and decisions that were applicable to us and our NEOs for 2019 were consistent with the compensation objectives, strategy, and decisions that were generally applicable to RGHL for 2019.

Our Compensation Objectives and Philosophy

Throughout 2019, we were a wholly-owned business of RGHL Group and we shared the compensation objectives of RGHL.

These objectives included attracting and retaining top talent, motivating and rewarding the performance of senior executives in support of achievement of strategic, financial and operating performance objectives and ensuring that our total compensation packages are competitive in comparison to those offered by our peers.

Our NEOs, as well as our employees generally, have participated in compensation and benefits plans and programs which have included other businesses of RGHL, and we replicated a number of these plans and programs as RCP plans following the public offering.

These plans and programs are intended to align our compensation programs with our business objectives, promote good corporate governance and seek to achieve our compensation objectives.

To ensure that management’s interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort, our executive compensation program emphasizes a pay-for-performance compensation philosophy so that attainment of enterprise-wide, business unit and individual performance goals are rewarded.

Through the use of performance-based plans that emphasize attainment of enterprise-wide and/or business unit goals, we seek to foster teamwork and commitment to performance.

The introduction of tools such as equity ownership and long-term equity-based incentive compensation programs, discussed below, which were not available to us as part of RGHL Group, is important to ensure that the efforts of management are consistent with the objectives of our stockholders.

Risk Assessment of Compensation Programs

Our CNG Committee does not believe that our compensation arrangements, including financial performance measures used to determine short-term and long-term incentive payout amounts, provide our executives with an incentive to engage in business activities or other behavior that would expose us or our stockholders to excessive risks that are reasonably likely to have a material adverse effect.

Executive Compensation Process

Role of RGHL Executives and RCP’s CNG Committee

Prior to our public offering, we were a wholly-owned business of RGHL Group and RGHL executives were primarily responsible for determining our compensation strategy and philosophy.

In connection with our public offering, RGHL executives established our initial compensation and benefits programs as a stand-alone company and approved initial compensation for our executive officers and senior executives, including our NEOs.

To assist in this task, RGHL engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant, to provide an analysis of base salary, short-term incentive (“STI”) compensation and long-term incentive (“LTI”) compensation for senior executives with similar responsibilities, including positions within business groups, within the companies in the Benchmark Comparison Group.

RGHL also directed Pearl Meyer to compare RCP executive officers’ compensation by percentile ranking to the compensation received by officers in comparable positions at Benchmark Comparison Group companies, discussed below.

Following our public company offering, our CNG Committee has assumed 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 to advise on compensation matters.

Role of the Independent Compensation Consultant and Our Peer Group

Our CNG Committee has identified a group of peer companies which we will use as our benchmark for compensation matters (“Benchmark Comparison Group”).

The Benchmark Comparison Group will be reviewed from time to time by our CNG Committee.

The Benchmark Comparison Group currently includes the following companies:

• AptarGroup, Inc.

• Church & Dwight Co., Inc.

• Edgewell Personal Care Company

• Energizer Holdings, Inc.

• Greif, Inc.

• Hasbro, Inc.

• Helen of Troy Limited

• Nu Skin Enterprises, Inc.

• Owens-Illinois, Inc.

• Sealed Air Corporation

• The Scotts Miracle-Gro Company

• Silgan Holdings Inc.

• Snap-on Incorporated

• Spectrum Brands Holdings

• The Clorox Company

• Tupperware Brands Corporation

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 and personal products, household appliances, containers and packaging;

competition for sources of talent.

Role of Management

Our CEO makes recommendations to the CNG Committee for base salary, STI, 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 will also provide recommendations to the CNG Committee on other elements of our compensation program for senior executives, including, for example, the design and metrics under our STI 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 will delegate certain authority to our management to make determinations in accordance with guidelines established by the CNG Committee.

Eleme nts of Compensation

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

Compensation Element

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

• Support talent attraction and retention

STI Compensation (Annual Incentive Program)

Variable based on the achievement of annual financial metrics

• 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

Cash and equity (for 2019, LTI compensation was in the form of cash only)

• Support talent attraction and retention

• Link pay and performance

• Drive the achievement of longer-term goals

• Align with shareholder interests

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

Prior to our public offering, RCP had been a wholly-owned business of RGHL Group, and executive compensation has been set with this in mind.

RCP has adopted programs that it feels, considering the advice from its consultants, are appropriate for a stand-alone publicly-traded company.

Comparisons with the Benchmark Comparison Group (and compensation survey data where applicable) have been undertaken to recognize the increased independence of the NEOs and to adopt compensation programs that are more consistent with the public company market.

Because of the ability of our NEOs to directly influence our overall performance, and consistent with our philosophy of linking pay to performance, the compensation programs will allocate a significant portion of compensation paid to our NEOs to both short-term and long-term performance-based incentive programs.

In addition, as an employee’s responsibility and ability to affect our financial results of RCP increases, base salary becomes a relatively smaller component of total compensation while long-term and at-risk incentive compensation becomes a larger component of total compensation.

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.

RGHL has set a total compensation goal at approximately the 50 th percentile of the Benchmark Comparison Group (and, for our Business Unit Presidents, the overall general industry), adjusted to reflect each executive’s individual performance and contributions.

Additionally, going forward the CNG Committee will attempt to set each of the elements of total compensation at or around the 50 th percentile of the Benchmark Comparison Group.

However, as there were certain elements of compensation not available to RCP when it was wholly-owned by RGHL, such as equity-based compensation, the CNG Committee recognizes that it will take time before all of the individual elements of total compensation can reach the 50 th percentile goal.

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.

Annual Incentive Compensation

Our 2019 annual incentive program (“2019 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 base salary.

The 2019 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, 90% of the payout under the 2019 AIP was determined by Adjusted EBITDA year over year growth (“Adjusted EBITDA Growth”).

The remaining 10% was measured by working capital achievements.

Based on the combined Adjusted EBITDA Growth and working capital results, a participant could earn up to 200% of the target value.

Additionally, an individual’s calculated payout amount could be increased or decreased at management’s discretion to take into account their performance and contribution to RCP.

These 2019 Adjusted EBITDA Growth and working capital results reflect amounts that were reported by RCP as part of RGHL Group’s IFRS reporting.

The Adjusted EBITDA Growth component was calculated on a scale where the threshold payout was 25% of the incentive target upon achievement of 90% Adjusted EBITDA Growth.

The percentage payout increases on a non-linear scale with award payouts capped at 200% of target upon achievement of 108% Adjusted EBITDA Growth.

The working capital achievements component was based on the achievement of discrete projects.

Based on Adjusted EBITDA Growth and achievement of working capital targets in 2019, the calculated payment was 122% of target, based on the following factors:

Payout Attainment

Adjusted EBITDA Growth

Working Capital

Long-Term Incentive Compensation

A small number of key executives, including our NEOs, participated in a cash-based long-term incentive program (“RGHL LTIP”) designed to provide the participants an opportunity to earn incentive awards tied to sustained Adjusted EBITDA Growth over a three-year term.

Pursuant to the RGHL LTIP, participants receive a grant at the beginning of a three-year performance period that can be earned over such period in annual instalments based upon the attainment of certain Adjusted EBITDA Growth metrics set at the beginning of the period.

Each grant will provide for a “Target Opportunity Award” (based on a percentage of base salary) that can be achieved over the three-year period.

The performance results achieved in the first year of the three-year period will establish the total amount of the award (which is expressed as a percentage of the Target Opportunity Award) that can be payable over the specified three-year period.

If the business does not meet the performance threshold level in the first year, the participant is no longer eligible to earn any amount over the three-year period.

If the business meets the threshold in the first year, the participant will receive the first payment, but the second and third payments depend on business results in the second and third years.

The 2019 grant, covering the years 2019-2021, was based on Adjusted EBITDA Growth and potential payouts ranged from an award of 25% of the target value for 90% Adjusted EBITDA Growth up to 125% of the target value for 108% Adjusted EBITDA Growth.

The actual result of 103% Adjusted EBITDA Growth translated to a payout equal to 101% of the target value.

Therefore, a participant’s Target Opportunity Award for the 2019 grant is multiplied by 101%, and the result is the maximum that can be earned for the 2019 grant over the three-year period.

One-third of such amount was paid in early 2020 in respect of 2019, and one-third will be available to be earned in respect of each of 2020 and 2021 contingent on the company meeting its performance targets in such years.

See the “Summary Compensation Table” section below for the amounts earned in 2019 under grants made in 2017, 2018 and 2019 under the RGHL LTIP.

We will not be issuing any new grants under the RGHL LTIP after our IPO.

A participant is not eligible to receive any award if they are not employed by RCP at the time the award is paid.

Other Compensation—Retirement and Welfare Benefits

Retirement and welfare benefit programs are a necessary element of the total compensation package to ensure a competitive position in attracting and retaining a committed workforce.

Participation in these programs is not tied to performance.

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

Employee Savings Plan.

All non-union employees in the United States, including our NEOs, are eligible to participate in a tax-qualified retirement savings plan under Section 401(k) of the Code.

RCP makes a 2% non-elective contribution and matching contributions of 100% of the first 6% of an employee’s elective deferral contribution.

Welfare Plans.

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

Reynolds Group Pension Plan (formerly known as the Pactiv Retirement Plan).

Certain employees, including Messrs.

Pace and Cappel, have frozen benefits under the Reynolds Group Pension Plan.

RCP employees who are at a designated salary grade or above may defer a portion of their salary and bonus each year into a nonqualified deferred compensation plan, which is a tax-deferred plan.

RCP also makes contributions to this plan mirroring percentage contributions made to the 401(k) plan.

This program is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis.

The amounts deferred are unsecured obligations of RCP, receive no preferential standing, and are subject to the same risks as any of RCP’s other unsecured obligations.

RGHL provides the NEOs with limited perquisites and other personal benefits, including reimbursement of relocation costs.

Additionally, RCP purchases tickets to various cultural, charitable, civic, entertainment and sporting events for business development and relationship building purposes, and to maintain its involvement in communities in which RCP operates and its employees live.

Occasionally, its employees, including its NEOs, make personal use of tickets that would not otherwise be used for business purposes.

The CNG Committee will periodically review the levels of perquisites and other personal benefits provided to our NEOs.

The CNG Committee intends to maintain only those perquisites and other benefits that it determines to be necessary components of total compensation and that are not inconsistent with stockholder interests.

Employment Agreements

Our wholly-owned subsidiary Reynolds Consumer Products LLC has entered into employment agreements in 2019 with each of our NEOs.

Key elements of these agreements are outlined below.

Incentive Target (1)

Covenants (2)

Lance Mitchell

12 months base salary plus a prorated target annual incentive

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

12 months COBRA premium assistance

Michael Graham

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

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

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

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

Incentive target is percentage of base salary.

Restrictive covenants include non-competition and non-solicitation covenants during employment and for one year following termination of employment for any reason.

Increased severance 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.

2020 Compensation Programs

We believe that a significant portion of each senior executive’s compensation should be dependent on long-term value created for our stockholders.

In connection with our IPO we adopted the Reynolds Consumer Products Equity Incentive Plan, described below, which provides greater opportunities to offer different types of incentive compensation.

For 2020, RGHL has established STI and LTI programs for RCP.

The STI program will allow participants, including the NEOs, to earn cash awards (determined as a percentage of the participant’s base salary) based on RCP’s attainment of Adjusted EBITDA (90%) and working capital (10%) goals in fiscal year 2020.

The targets and threshold levels for these performance metrics were set by the CNG Committee in the first fiscal quarter of 2020.

The LTI program for 2020 consists of restricted stock unit (“RSU”) awards and performance share awards.

The restricted stock or restricted stock units will generally vest over a three-year period, with 1/3 vesting each year.

The performance shares will be earned at the end of a three-year period based on the attainment of specified performance metrics, which include earnings per share and Adjusted EBITDA, over the three-year period.

The target and threshold levels for these performance metrics were set by the CNG Committee in the first fiscal quarter of 2020.

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 will administer 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.

Generally, all employees, directors, consultants or other advisors of RCP or any of our affiliates will be eligible to receive awards.

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 an 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.

Executive Retention Plan

In connection with our IPO, we entered into cash and equity retention agreements with our NEOs and certain other key executives.

The retention plan was implemented to further ensure leadership continuity, and its objectives are to retain executives through the IPO and beyond.

Awards under the retention plan are payable in cash and equity based on the criteria set forth below.

Cash Retention Plan

The retention plan is paid in one, two or three instalments.

If the executive resigns or is terminated for cause before the end of the retention period, the executive must repay any instalments which have already been paid to him or her.

Restricted Stock Units

On February 4, 2020, RCP issued restricted stock units to the NEOs and certain other persons.

The RSUs vest over a three year period, with 1/3 vesting after 12 months, 1/3 vesting after 24 months and 1/3 vesting after 36 months.

Each of these executives must be an employee of RCP or one of its affiliates on the applicable vesting date to receive these shares.

Tax and Accounting Implications

Tax Considerations of Our Executive Compensation

Section 162(m) of the Code generally limits the tax deductibility of annual compensation paid by public companies for certain executive officers to $1 million.

Although our CNG Committee is mindful of the benefits of tax deductibility when determining executive compensation, the CNG Committee may approve compensation that will not be fully-deductible in order to ensure competitive levels of total compensation for its executive officers.

Accounting for Our Stock-Based Compensation

We will account for stock-based payments, including grants under each of our equity compensation plans, in accordance with the requirements of FASB ASC Topic 718.

Summary Compensation Table

The following table sets forth information concerning the compensation paid to our NEOs during our fiscal years ended December 31, 2019, and 2018.

Incentive Plan

Compensation (3)

Compensation (5)

Lance Mitchell

President and Chief Executive Officer

Michael Graham

Chief Financial Officer

President, Sales and Chief Customer Officer

President, Reynolds Cooking & Baking

Rachel Bishop (1)

President, Hefty Tableware

Bishop joined RCP in February 2019.

The values reflected in this column represent amounts awarded pursuant to one-time retention bonuses as more fully described in the section entitled “—Executive Retention Plan – Cash Retention Plan .”

This column represents the NEO’s payouts under the annual incentive plan operated by RGHL in 2018, and the 2019 AIP and the RGHL LTIP as described above.

Awards under the 2019 AIP were as follows:

Incentive Plan

Lance Mitchell

Michael Graham

Rachel Bishop

Awards and payments under the RGHL LTIP are set forth on the tables below.

The first table shows the Target Opportunity Award for each NEO, and results achieved (expressed as a percentage).

That amount (the Target Opportunity Amount times the performance percentage) sets the maximum amount that can be earned for such grant, payable over three years with years two and three contingent on the business meeting its performance goals.

The second table shows the payouts (and in future years, potential payouts) for each of the grants.

Lance Mitchell

Michael Graham

Rachel Bishop

Lance Mitchell

Michael Graham

Rachel Bishop (2)

Payouts for 2020 and 2021 are contingent on RCP meeting performance goals for such years.

Bishop joined RCP in February 2019.

Cappel receive benefits under the Reynolds Group Pension Plan.

In 2018, there was a decrease in the value of plan benefits for Mr.

Cappel ($22,845 and $23,846, respectively), so these values are reported as $0.

We make contributions to a 401(k) plan and the Reynolds Services Inc.

Nonqualified Deferred Compensation Plan.

The applicable amounts for the 2019 year were as follows:

Contributions

Contributions To

Lance Mitchell

Michael Graham

Rachel Bishop

Other benefits reported under All Other Compensation include group life insurance and wellness credits.

Health and welfare benefits are not reported to the extent these benefits are generally available to all other salaried and non-union hourly employees.

2019 Grants of Plan-Based Awards

The following table sets forth information concerning grants of plan-based awards made to the NEOs named in the Summary Compensation Table during our fiscal year ended December 31, 2019.

AIP and RGHL LTIP

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

Lance Mitchell

January 1, 2019 (1)

January 1, 2019 (2)

Michael Graham

January 1, 2019 (1)

January 1, 2019 (2)

January 1, 2019 (1)

January 1, 2019 (2)

January 1, 2019 (1)

January 1, 2019 (2)

Rachel Bishop

January 1, 2019 (1)

January 1, 2019 (2)

Represents the threshold, target, and maximum awards set for the AIP.

The actual amount paid for 2019 to each NEO under the AIP is included in the 2019 Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.” The target value represents the NEO’s target percentage multiplied by the eligible earnings for the year ended December 31, 2019.

Represents the threshold, target, and maximum awards set for the RGHL LTIP.

The actual amount paid for 2019 to each NEO under the RGHL LTIP is included in the 2019 Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.” The target value is the amount which was communicated to the NEO at the beginning of the 2019 grant cycle for the RGHL LTIP.

No equity awards were granted in 2019.

2019 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.

Number of Years

Credited Service

Present Value of

Lance Mitchell

Michael Graham

Reynolds Group Pension Plan

Rachel Bishop

Cappel have legacy entitlements under the Reynolds Group Pension Plan, an ERISA-qualified defined benefit plan maintained by RGHL Group.

2019 Nonqualified Deferred Compensation

In 2019, RGHL Group 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.

RCP has adopted a similar plan beginning in 2020.

The following table sets forth information with respect to each NEO’s participation in such plan.

Contributions

Distributions

Lance Mitchell

Michael Graham

Rachel Bishop

Potential Payments Upon Termination or Change in Control

The Employment Agreements with the NEOs include severance in the event the employee is terminated without cause and enhanced severance if, following a Change of Control, the NEO is terminated without cause or resigns following a material reduction in his or her remuneration or scope of duties (“Good Reason”).

The following table sets forth the expected benefits to be received by each NEO in each of these termination scenarios.

This table assumes a termination date of December 31, 2019.

Termination without

Connection with a

Change in Control

Termination without

Cause or Resignation

for Good Reason

in Connection with

Lance Mitchell

Other Benefits (2)

Michael Graham

Other Benefits (2)

Rachel Bishop

Other Benefits (2)

In connection with a qualifying termination of employment, the NEOs would have received severance payments equivalent to 12 months’ base salary plus 12 months COBRA premium assistance.

Additionally, Mr.

Mitchell would receive a pro rata target annual incentive bonus.

If a qualifying termination occurs within 12 months following a Change in Control, the NEOs would have received severance payments equivalent to 24 months’ base salary plus a prorated target annual incentive bonus.

In connection with a qualifying termination of employment, whether or not in connection with a Change of Control, the NEOs would have continued to receive benefits under (or benefits comparable to) RGHL’s medical, dental, vision, life and accidental death and disability programs.

Director Compensation

Our directors did not receive any additional compensation for their service in their capacity as a director in the year ended December 31, 2019.

Beginning in 2020, we implemented a new director compensation program, under which our independent non-employee directors will be eligible to receive the following annual retainers and annual equity compensation grants:

Board member :

$230,000, of which $100,000 will be an annual cash retainer and $130,000 will be in the form of an annual grant of RSUs

Chairman of the Board :

$115,000, of which $50,000 will be an annual cash retainer and $65,000 will be in the form of an annual grant of RSUs, in addition to the $230,000 in board member payments and grants described above

Chairs of our Audit Committee and our CNG Committee :

$20,000, as an annual cash retainer

Members of our Audit Committee and our CNG Committee (other than the Chairman of the Board) :

$10,000, as an annual cash retainer

RSUs will be granted pursuant to the Equity Incentive Plan.

Directors who are also full-time officers or employees of the Company will receive no additional compensation for serving as directors.

As explained above in “-Equity Compensation,” 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 will 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.

Compensation Committee Interlocks and Insider Participation

None of our executive officers has served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our board of directors.

Compensation Committee Report

The CNG Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management.

Based on this review and discussion, the CNG Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

The CNG Committee

Thomas Degnan

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL O WNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the number of shares of common stock of the Company beneficially owned as of February 29, 2020, by:

(i) each director;

(ii) each of the executive officers named in the Summary Compensation Table;

(iii) all executive officers and directors as a group;

and (iv) persons known to us to be the beneficial owner of more than 5% of our outstanding common stock.

Name of beneficial owner

Lance Mitchell (2)

Thomas Degnan

Helen Golding

Marla Gottschalk

Executive Officers

Michael Graham

Rachel Bishop

All executive officers and directors as a group (12 individuals)

Greater than 5% stockholders

less than one percent

Includes shares underlying Restricted Stock Units that are subject to vesting.

Mitchell is also an executive officer of the Company.

PFL is wholly-owned by Packaging Holdings Limited (“PHL”), which is wholly-owned by Mr.

The principal business address of PFL, PHL, and Mr.

Hart is c/o Rank Group Limited, Floor 9, 148 Quay Street, Auckland, 1010 New Zealand.

As of December 31, 2019, we had no securities authorized for issuance under equity compensation plans.

As of February 29, 2020, our securities authorized for issuance under equity compensation plans were as follows:

Securities to

Upon Exercise

of Outstanding

and Rights (1)

Exercise Price of

Available for

Future Issuance

Equity compensation plans approved by

security holders

Equity compensation plans not approved

by security holders (1)

Includes unvested RSUs granted under the Equity Incentive Plan.

RSUs do not provide for an exercise price.

CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Prior to our Corporate Reorganization and IPO, we operated as part of RGHL Group’s broader corporate organization rather than as a stand-alone public company.

RGHL Group has performed or supported various corporate services for us, and we have engaged in various transactions with RGHL Group.

In connection with our IPO, we have entered into new agreements with the RGHL Group.

The prices and other terms of these new agreements were negotiated on what we believe to be an arm’s-length basis.

The historical and current arrangements we had and have with RGHL Group are described below.

Historical Arrangements

Supply, Warehousing and Freight Arrangements with Pactiv

We have (i) sold products to Pactiv, primarily aluminum foil and aluminum foil containers, and (ii) purchased products from Pactiv, primarily tableware.

For 2019, revenues from products sold to Pactiv were $149 million, and cost of products purchased from Pactiv was $438 million.

We have stored certain of our finished goods in warehouses operated by Pactiv, and we have stored certain of Pactiv’s finished goods in our warehouses.

In addition, Pactiv has provided us with freight services, including scheduling and coordinating truck deliveries, managing carrier agreements and relationships, claims management and other related freight services, such as mixing and loading our products, together with products made by Pactiv for us, for shipment.

For 2019, Pactiv charged us freight and warehousing costs of $134 million, and we charged Pactiv warehousing costs of $2 million.

Defined Benefit Plans

Certain of our employees participated in a defined benefit plan sponsored by a member of RGHL Group.

We recorded expense of $3 million in cost of sales for 2019, relating to our employees’ participation in this RGHL Group sponsored plan.

Administrative Services and Lease

RGHL Group has provided us certain administrative services, including executive management, human resources, procurement, finance, legal, tax and information technology services, and use of space in our headquarters building in Lake Forest, Illinois.

Total costs allocated to us for these functions were $41 million for 2019.

These amounts also include allocations of a portion of a related party management fee incurred by RGHL Group of $10 million for 2019.

In addition, costs of $28 million were allocated to us related to the IPO process that cannot be deferred and offset against the IPO proceeds, as well as costs related to our preparations to operate as a stand-alone public company.

Intercompany Indebtedness

We participated in various interest-bearing lending arrangements with RGHL Group.

During 2019, we incurred borrowings of $98 million from RGHL Group and repaid borrowings of $141 million, and advanced loans of $170 million to RGHL Group and received repayments of $151 million.

The weighted average contractual interest rate related to our related party borrowings as of December 31, 2019 was 2.20%.

We sold substantially all of our U.S.

trade receivables through RGHL Group’s securitization facility.

Our participation in this facility ceased upon the completion of our Corporate Reorganization and IPO and we repurchased, for cash, the U.S.

trade receivables that we previously sold that were outstanding as of the time of the repurchase.

Transfers of Property, Plant and Equipment

In 2019, in preparation for our IPO the ownership or lease of certain plants, warehouses, equipment (including manufacturing lines), information technology assets and inventory, were transferred to us from RGHL Group with a net book value in an amount totaling $110 million.

Current Arrangements

Supply, Warehousing and Freight Agreements with Pactiv

We have entered into supply agreements to continue selling products to and buying products from Pactiv, as described above.

These agreements will expire on December 31, 2024.

Certain of the products we manufacture and sell to Pactiv are made using equipment in our plants that is owned by Pactiv, and certain of the products that Pactiv manufactures and sells to us are made using equipment in Pactiv’s plants that is owned by us.

Under the supply agreements, we and Pactiv agree to maintain the other party’s equipment that is in such party’s plants, provided that any required capital expenditures related to such equipment are the equipment owner’s responsibility.

We have entered into a warehousing and freight services agreement with Pactiv to continue storing many of our finished goods in warehouses operated by Pactiv and to provide certain freight services for shipments from our plants to our warehouses (including Pactiv warehouses) and from our warehouses to our customers.

The term of the warehousing services under the agreement will vary by location.

The term of the freight services under the agreement is for approximately three years.

Transition Services Agreements

We have entered into three Transition Services Agreements (“TSAs”) with members of RGHL Group and Rank:

A TSA whereby RGHL Group will continue to provide certain administrative services to us, including information technology service;

accounting, treasury, financial reporting and transaction support;

human resources;

tax, legal and compliance related services;

and other corporate services.

These services will be consistent with administrative services provided to us by RGHL Group prior to our IPO and the charges are at forecasted cost or current cost plus margin.

In addition, we will provide certain services to RGHL Group, consistent with services provided by us to RGHL Group prior to our IPO, which are also charged at current cost plus margin.

Additionally, we have agreed that at each other’s request, certain tax, financial and other information will be provided to enable preparation of tax and financial reports of the respective parties and for other business purposes.

A TSA whereby Rank provides certain administrative services to us, including financial reporting, consulting and compliance, insurance procurement and human resources support, legal and corporate secretarial support and related services, to be charged at an agreed hourly rate, and we will provide, at Rank’s request, certain historical tax and financial information to enable Rank to prepare certain of its tax and financial reports.

These services are also charged at an agreed hourly rate.

A TSA for our Red Bluff, California and Huntersville, North Carolina facilities, acquired from Pactiv in 2019, whereby Pactiv provides certain services to us, including tooling and engineering support, financial services, procurement services, and environmental, health and safety services, charged at an agreed rate.

The services provided under these TSAs will terminate within 24, 24, and 12 months, respectively (excluding the provision of information), provided that the party receiving services may terminate certain specified services early.

We lease our corporate headquarters in Lake Forest, IL from Pactiv.

We occupy approximately 70,000 square feet at market rent with a term of ten years, beginning January 1, 2020, with two five-year renewal options.

We also lease approximately 26,000 square feet in Pactiv’s Canandaigua, New York facility for certain research and development activities.

The Canandaigua lease is at market rent and has a term of five years, beginning January 1, 2020, provided we have the right to terminate the lease on six months’ notice.

Director Independence

We are a “controlled company” under the rules of Nasdaq.

As a result, we qualify for exemptions from, and have elected not to comply with, certain corporate governance requirements under the rules, including the requirements that within one year of the closing of our IPO we have a board that is composed of a majority of “independent directors,” as defined under the rules, and a CNG committee that is composed entirely of independent directors.

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

Our board of directors has determined that Ms.

Gottschalk and Mr.

Noll are independent directors under Nasdaq rules.

Policies and Procedures for T ransactions with Related Persons

We have adopted a Related Person Transaction Policy that provides that our executive officers, directors, nominees for election as a director, beneficial owners of 5% or more of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related party transaction with us without the approval or ratification of a designated committee of our board of directors (which will initially be the Audit Committee) or other committee designated by our board of directors made up solely of independent directors.

Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of 5% or more of our common stock or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest, must be presented to our Audit Committee or other committee of independent directors for review to determine whether the related party involved has a direct or indirect material interest in the transaction.

In reviewing any such proposal, our Audit Committee or other committee of independent directors are to consider the relevant facts of the transaction, including the risks, costs and benefits to us and whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances.

The information required by Item 11 will appear in the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 will appear in the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 will appear in the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP for the years ended December 31, 2019 and 2018.

(in thousands)

The audit fees for both 2019 and 2018 were for professional services rendered for the audits of the Company’s annual combined financial statements and quarterly combined financial statements.

In addition, 2019 also includes audit fees for professional services rendered in relation to the review of our registration statement and other documents filed with the SEC.

All audit services rendered by PricewaterhouseCoopers LLP in 2018 and 2019 were approved by RGHL’s Audit Committee, which considered whether the provision of all services was compatible with maintaining PricewaterhouseCoopers LLP’s independence.

Pre-Approval Policy

The Audit Committee has adopted a policy with respect to pre-approval of certain types of audit and non-audit related services specifically described by the Audit Committee on an annual basis.

In general, the Audit Committee has pre-approved the provision of certain audit services and audit-related services, in each case up to an annual amount which varies by the type of services.

Individual engagements anticipated to exceed such pre-established thresholds must be separately approved.

This policy also sets forth certain services that the Company’s independent public accountant is prohibited from providing to the Company.

The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

As we were a wholly-owned subsidiary of RGHL in 2019, we did not have a separate pre-approval policy.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The information required by Item 14 will appear in the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K:

The following combined financial statements are filed as part of this Annual Report on Form 10-K under Part II, Item 8:

The following consolidated financial statements are filed as part of this Annual Report on Form 10-K under Part II, Item 8:

Report of Independent Registered Public Accounting Firm

Combined Statements of Income for the Years Ended December 31, 2019, 2018 and 2017

Combined Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017

Combined Balance Sheets as of December 31, 2019 and 2018

Combined Statements of Equity (Deficit) for the Years Ended December 31, 2019, 2018 and 2017

Combined Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017

Notes to Combined Financial Statements

See “Index to Exhibits” filed as part of this Annual Report on Form 10-K.

Consolidated Statements of Income for the Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018

Notes to Consolidated Financial Statements

See “Index to Exhibits” immediately preceding the signature page of this Annual Report on Form 10-K.

FORM 10-K SUMMARY

34 unchanged sentences

333-234731) filed with the SEC on November 15, 2019)

Rachel Bishop Transaction Success Bonus Letter, dated July 8, 2019

Rachel Bishop Transaction Success Bonus Letter, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2020)

Lance Mitchell Restricted Stock Memo, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No.

6 unchanged sentences

333-234731) filed with the SEC on November 15, 2019)

Rachel Bishop Restricted Stock Memo, dated July 8, 2019

Rachel Bishop Restricted Stock Memo, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2020)

Master Supply Agreement, dated November 1, 2019, between Reynolds Consumer Products LLC, as Seller, and Pactiv LLC, as Buyer (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No.

7 unchanged sentences

Transition Services Agreement, dated January 22, 2020, between Rank Group Limited and Reynolds Consumer Products Inc.

(incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No.