Ann Ziegler
Reynolds Consumer ProductsAbout Ann Ziegler
Ann Ziegler (age 66) has served on Reynolds Consumer Products Inc.’s Board since September 2020 and is a Class II director nominated to serve until 2028. She is an independent director under Nasdaq rules and serves on the Audit Committee. Ziegler was SVP & CFO of CDW (2008–2017), held CFO and senior roles at Sara Lee divisions, and began her career as a corporate attorney at Skadden. She holds a B.A. from William & Mary and a J.D. from the University of Chicago Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDW Corporation | Senior Vice President & Chief Financial Officer | 2008–2017 | Led public company finance; prepared/oversaw financial statements |
| Sara Lee Food & Beverage | CFO & SVP, Administration | 2005–2008 | Division finance and administration leadership |
| Sara Lee Bakery Group | CFO & SVP, Administration | 2003–2005 | Division finance and administration leadership |
| Sara Lee Corporation | Corporate development and legal roles | 1993–2003 | Risk management, governance exposure |
| Skadden, Arps, Slate, Meagher & Flom | Corporate Attorney | Prior to 1993 | Transactional/legal expertise |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| US Foods Holding Corp | Director | Current | Not specified for Ziegler in REYN proxy |
| Wolters Kluwer | Director | Current | Not specified in REYN proxy |
| Groupon, Inc. | Director | Past 5 years | Former directorship |
| Hanesbrands, Inc. | Director | Past 5 years | Former directorship |
Board Governance
- Independence: The Board determined Ziegler is independent under Nasdaq rules; all Audit Committee members are independent .
- Committee assignments: Member, Audit Committee; Audit chaired by Marla Gottschalk. Ziegler is not on the CNG Committee .
- Attendance and engagement: Board met 7 times in 2024; Audit met 4 times; CNG met 5 times. Each current director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Rolf Stangl); independent directors hold executive sessions .
- Controlled company: REYN is a controlled company. Packaging Finance Limited (PFL) retains nomination rights and currently nominates all directors; all directors were nominated by, and may be removed by, PFL .
Fixed Compensation
| Component | Amount | Timing/Vesting | 2024 Actuals for Ann Ziegler |
|---|---|---|---|
| Board annual cash retainer (non‑affiliated director) | $100,000 | Paid quarterly (from 2024) | $74,945 cash fees earned (proration/deferral mechanics) |
| Committee member cash retainer (Audit/CNG) | $10,000 per committee | Paid quarterly | Included within fees; Audit membership applies |
| Chairman of the Board cash retainer | $50,000 (2024); $60,000 beginning Apr 1, 2025 | Paid quarterly | Not applicable to Ziegler |
| Director meeting fees | None | — | None disclosed |
| 2024 total director compensation (Ziegler) | — | — | $228,449 total; includes $74,945 cash, $145,014 stock awards, $8,490 other (dividend equivalents) |
Notes:
- Beginning April 1, 2025, annual RSU grant value for non‑affiliated directors increases to $155,000; Chairman’s cash retainer to $60,000 .
- Non‑affiliated directors may defer RSU settlement (program effective 2023) .
Performance Compensation
| Equity Type | Grant Date | Grant Value | Vesting | Quantity/Status |
|---|---|---|---|---|
| Annual RSUs (director program) | Apr 24, 2024 | $145,014 | Vest in full on earlier of first anniversary or immediately prior to next annual meeting | Unvested RSUs at 12/31/24: 5,051 for Ziegler |
| RSU deferral election | As elected | — | Settlement deferred per director election | Ziegler has deferred settlement of 5,273 vested RSUs and 5,051 scheduled to vest; settlement two years after service cessation |
- No director options or PSUs are disclosed; director equity is time‑vested RSUs under the Equity Incentive Plan .
- Anti‑hedging and anti‑pledging policy prohibits hedging or pledging by directors .
Other Directorships & Interlocks
- Interlock: Both Ziegler and REYN director Marla Gottschalk serve on US Foods’ board, which may enhance external information flow but is not identified as a related‑party transaction or conflict at REYN .
- No disclosed business transactions between REYN and US Foods; principal related‑party transactions are with Pactiv/Rank entities, negotiated on arm’s‑length terms .
Expertise & Qualifications
- Financial leadership: Former public‑company CFO (CDW); extensive experience in financial reporting and risk management .
- Legal and governance: J.D. and corporate legal background; service as director at multiple public companies .
- Independence and Audit oversight: Financially literate; serves on REYN’s independent Audit Committee .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common shares owned directly | 10,052 | Less than 1% of shares outstanding |
| RSUs vested but not settled | 5,273 | Settlement deferred until two years post‑service cessation |
| RSUs scheduled to vest (near‑term) | 5,051 | Director RSUs vest around annual meeting timing |
| Total RSUs deferred (vested + scheduled) | 10,324 | As per footnote disclosure |
| Ownership guidelines | 5x annual Board cash retainer (i.e., 5 × $100,000) | Compliance by July 1, 2028 or five years after becoming subject; retention requirements apply |
| Pledging/Hedging | Prohibited | Company anti‑hedging/pledging policy |
Governance Assessment
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Strengths:
- Independent director on an independent Audit Committee; regular executive sessions reinforce oversight .
- Strong attendance (≥75% of Board/committee meetings in 2024) and participation; all directors attended the 2024 annual meeting .
- Clear alignment via annual RSU grants and director ownership guidelines; Ziegler has deferred RSU settlement, bolstering long‑term alignment .
- Robust anti‑hedging/pledging policy; related‑party transactions reviewed/approved under formal policy by independent committee .
-
Considerations/Red Flags:
- Controlled company status and PFL’s right to nominate/remove all directors may constrain independence of the full Board and the CNG Committee (which includes Rank affiliates) .
- Interlock with US Foods (shared directorships: Ziegler and Gottschalk) warrants monitoring for potential perceived conflicts if any business relationships were to arise, though none are disclosed today .
- Director‑level pay is primarily time‑based RSUs (no performance metrics); this is typical but provides limited pay‑for‑performance linkage compared to executive PSU constructs .
-
Shareholder signals:
- 2024 say‑on‑pay approval of ~99% indicates broad support for compensation governance at REYN, indirectly supportive of board oversight credibility .
Insider Transactions (reference filings)
- Form 4 filings for Ann Elizabeth Ziegler reflecting director RSU grants and ownership changes: Apr 25, 2024 and Apr 24, 2025 .