Allen Hugli - Director | Reynolds Consumer Products (REYN) Executive Profile & Compensation

About Allen Hugli

Allen Hugli (age 62) has served on the Reynolds Consumer Products (REYN) Board since March 2021 and is a Class I director whose term runs to the 2027 annual meeting; he currently holds no REYN board committee assignments . He is not an independent director under Nasdaq rules given his senior roles at Rank Group and PFL (the controlling shareholder); the Board identified other directors as independent (Gottschalk, McGrath, Stangl, Ziegler) and did not include Hugli . Hugli is Chief Financial Officer and a director of Rank Group, a director of Packaging Finance Limited (PFL), and a director of Pactiv Evergreen Inc. (PEI); he previously served as PEI CFO from 2009–2020 and holds a B.Comm (Hons) from Queen’s University and a CPA CA designation (Canada) . In 2024, the Board met seven times and each current director attended at least 75% of Board and relevant committee meetings; independent directors hold executive sessions without management .

Past Roles

Organization	Role	Tenure	Committees/Impact
Pactiv Evergreen Inc. (PEI)	Chief Financial Officer	2009–2020	Served as PEI CFO prior to becoming a PEI director
Various firms in AU/CA/NZ	Financial management and audit roles	Prior to Rank (pre-1993)	Early career experience in finance/audit across geographies

External Roles

Organization	Role	Tenure	Notes
Rank Group Limited (Rank)	Chief Financial Officer; Director	Senior exec since 1993	Finance leadership at controlling shareholder’s group
Packaging Finance Limited (PFL)	Director	n/a	PFL is REYN’s controlling shareholder; nominates REYN directors under Stockholders Agreement
Pactiv Evergreen Inc. (PEI)	Director	n/a	Interlock: REYN has significant purchases/sales and services with Pactiv/PEI

Board Governance

Classification and leadership: Class I director (Hugli) with term to 2027; Board has an independent Chairman (Rolf Stangl) and a separated Chair/CEO structure .
Independence and control: REYN is a “controlled company” under Nasdaq. PFL has the right to nominate all directors and currently does so; Board determined certain directors are independent (Gottschalk, McGrath, Stangl, Ziegler), which does not include Hugli .
Committees: Audit Committee (Gottschalk Chair; McGrath; Ziegler) is fully independent and financially literate; CNG Committee (Cole Chair; Golding; Stangl) oversees pay/governance. Hugli serves on no committees .
Attendance: Seven Board meetings in 2024; each current director attended at least 75% of aggregate Board/committee meetings; directors attended the 2024 annual meeting .
Executive sessions: Independent directors hold executive sessions without management .

Fixed Compensation

Component (Directors)	2024 Policy	Allen Hugli – 2024 Received
Board annual retainer (cash)	$100,000 (non-affiliated directors) [plus $145,000 RSUs]	$0 (no director pay due to Rank affiliation)
Chairman retainer (cash/RSUs)	$50,000 cash / $65,000 RSUs (prorated if applicable)	n/a (not Chair)
Committee Chair fee	Audit Chair: $20,000 cash	n/a (no committees)
Committee member fee	Audit/CNG member: $10,000 cash	n/a (no committees)

Notes: Directors who are employees of Rank Group (including Hugli) receive no REYN director compensation; non-affiliated director retainers move to $155,000 RSUs (from $145,000) and Chair cash retainer to $60,000 beginning April 1, 2025 .

Performance Compensation

Item	Policy/Structure	Allen Hugli – 2024
Equity (Directors)	Annual RSUs (time-based) for non-affiliated directors; no options; deferral available	None (Rank-affiliated; received no RSUs)
Performance-linked metrics	Not used for director pay (director RSUs are time-based)	Not applicable

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict Considerations
Pactiv Evergreen Inc. (PEI)	Director	REYN transacted extensively with Pactiv/PEI in 2024: $332m purchases, $77m sales, $28m freight/warehousing; also leases HQ space from Pactiv. Related-person transactions are reviewed/approved per policy by the Audit Committee of independent directors .
Packaging Finance Limited (PFL)	Director	PFL controls ~73.9% and has nomination rights to REYN’s Board; all current directors nominated by PFL. This creates control influence and independence considerations .
Rank Group Limited	CFO; Director	Affiliation with controlling shareholder; signals alignment with controller’s priorities .

Expertise & Qualifications

Senior finance leader: CFO of Rank; former CFO of PEI (2009–2020); extensive cross-border finance and audit experience (Australia, Canada, New Zealand) .
Credentials: B.Comm (Hons), Queen’s University; CPA CA (Canada) .
Packaging/consumer products ecosystem familiarity through Rank/PEI affiliations .

Equity Ownership

Metric	Value	Notes
Beneficial ownership (REYN)	5,000 shares	<1% of outstanding; table basis 210,318,222 shares outstanding as of Feb 28, 2025 .
Ownership guidelines	Non-affiliated directors must hold 5x annual cash retainer; applies to “non-affiliated directors” only	Hugli is Rank-affiliated; the guideline as written applies to non-affiliated directors .
Pledging/Hedging	Prohibited for employees/directors	Company policy bans hedging and pledging; no pledging disclosed for Hugli .

Governance Assessment

Red flags and risks
- Not independent; officer/director of the controlling shareholder (Rank/PFL) and a director at PEI while REYN has large related-party transactions with Pactiv/PEI (purchases $332m; sales $77m; freight/warehousing $28m; HQ lease from Pactiv). This creates potential conflicts of interest and information flow concerns .
- Controlled company status means REYN relies on exemptions (no majority independent Board; CNG Committee not fully independent), increasing the importance of Audit Committee safeguards and independent Chair leadership .
Mitigants and positive signals
- Independent Chairman; Audit Committee is fully independent and financially literate; related-person transactions are reviewed/approved by independent directors; independent directors hold executive sessions .
- Anti-hedging/anti-pledging policy and an adopted clawback policy (company-wide for incentive pay) support alignment and accountability; high 2024 say-on-pay support (≈99%) indicates broad investor acceptance of pay practices (enterprise-level signal) .
- Attendance: each current director met at least the 75% threshold in 2024; Board met seven times, suggesting active governance cadence .
Director compensation alignment
- Hugli received no REYN director pay (cash or equity) due to Rank affiliation; this eliminates direct cash/equity alignment with minority shareholders, but also avoids double compensation; influence derives from control affiliation and share ownership (5,000 shares) rather than REYN director RSUs .
Overall view
- From an investor-governance perspective, Hugli represents the controller’s interests with meaningful interlocks to PEI. Independent oversight structures (independent Chair; independent Audit Committee; formal related-party review) are critical mitigants investors should monitor, alongside the scale and terms of ongoing PEI/Pactiv transactions and any evolution in committee compositions or independence designations .

Appendix: Key Reference Facts

Director status and bio: Class I; age 62; director since March 2021; no REYN committees; CFO/Director at Rank; Director at PFL and PEI; former PEI CFO; Queen’s University B.Comm (Hons); CPA CA (Canada) .
Independence: Not listed among independent directors; REYN is a controlled company; PFL nominates all directors .
Attendance: Board met 7 times in 2024; each current director ≥75%; independent director executive sessions .
Director pay: Rank-affiliated directors (Cole, Golding, Hugli) received $0 for 2024 board service; non-affiliated director program disclosed (cash + RSUs) .
Ownership: 5,000 REYN shares; <1% of class; PFL owns ~73.9% .
Related-party exposure: 2024 transactions with Pactiv/PEI—$332m purchases; $77m sales; $28m freight/warehousing; HQ lease from Pactiv; related-person review policy administered by independent directors .