Christine Montenegro McGrath
Reynolds Consumer ProductsAbout Christine Montenegro McGrath
Christine Montenegro McGrath (age 59) has served as an independent Class I director of Reynolds Consumer Products (REYN) since September 2023 and is a member of the Audit Committee . She is Senior Vice President and Chief Impact & Sustainability Officer at Mondelez International, bringing deep ESG, sustainability, marketing, and consumer products experience; her education includes a B.S. from Boston College, an MS in Management from Kellogg, and an Honorary Doctorate from Boston College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelez International | Senior Vice President & Chief Impact & Sustainability Officer | 2021–present | Leads ESG strategy, reporting, and mindful snacking initiatives; senior leadership credentials in sustainability governance |
| Mondelez International | Vice President and Chief of Global Impact, Sustainability & Mindful Snacking (and other leadership roles) | 2012–2021 | Global sustainability, corporate initiatives, product innovation, brand management |
| Kraft Foods, Inc. | Various management roles including VP Global Sustainability and VP Latino Centre of Excellence | 1989–2012 | Sustainability strategy, category strategy, corporate governance exposure |
| Arthur Andersen & Co. | Senior Auditor | 1987–1989 | Financial training; audit rigor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mondelez International | Senior Vice President & Chief Impact & Sustainability Officer | 2021–present | Operating executive; no other public company directorships disclosed for McGrath in REYN’s proxy |
No current public company board seats for McGrath disclosed in REYN’s proxy; no interlocks noted beyond REYN’s controlled-company structure .
Board Governance
- Independence: Board determined McGrath is independent under Nasdaq rules; all Audit Committee members are independent .
- Committee assignments: Audit Committee member; the Audit Committee met 4 times in 2024; Board met 7 times in 2024 .
- Attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings in 2024; directors at the time attended the 2024 annual meeting .
- Leadership structure: Independent Chairman (Rolf Stangl); CEO and Chair roles separated .
- Controlled company: REYN is a Nasdaq “controlled company” and has elected exemptions from majority-independent board and all‑independent compensation/nominating committee requirements; the Audit Committee complies fully with independence rules .
- Nomination rights: Packaging Finance Limited (PFL), the controlling shareholder, currently has the right to nominate all directors; all directors were nominated by PFL .
- Audit scope: Committee oversight includes internal controls, cybersecurity, climate-related and environmental disclosures, related-person transactions, and risk management .
| Item | Status/Detail |
|---|---|
| Director Class | Class I |
| Independence | Independent |
| Committees | Audit Committee (member) |
| Financial Literacy | Each Audit Committee member is financially literate |
| Board Meetings (2024) | 7; Audit Committee meetings: 4 |
| Executive Sessions | Independent directors hold executive sessions without management |
Fixed Compensation
- Program design (non-affiliated directors in 2024): $245,000 total (cash retainer $100,000; RSUs $145,000); Audit Chair $20,000 cash; Audit/CNG members $10,000 cash; Chairman additional $115,000 ($50,000 cash; $65,000 RSUs). RSUs granted at the annual meeting; time-based vesting; optional deferral of RSU settlement available since 2023 .
- Program changes: Effective April 1, 2025, annual director RSUs increased to $155,000; Chairman cash retainer to $60,000 .
- Pay cap: Non‑employee director total awards capped at $750,000/year .
| Component (2024) | Amount | Notes |
|---|---|---|
| Board cash retainer | $100,000 | Paid quarterly beginning 2024 |
| Annual RSU grant | $145,000 | Granted April 24, 2024; time‑based vesting to next annual meeting or first anniversary |
| Audit Committee member fee | $10,000 | Cash |
| Audit Committee chair fee | $20,000 | Cash (not applicable to McGrath) |
| Chairman incremental | $115,000 | $50k cash + $65k RSUs (not applicable to McGrath) |
| Pay cap | $750,000 | Annual limit per director |
| 2025 change | RSUs $155,000; Chair cash $60,000 | Effective 4/1/2025 |
| Christine M. McGrath – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 110,000 |
| Stock Awards (RSUs grant-date fair value) | 145,014 |
| All Other Compensation (dividend equivalents) | 3,765 |
| Total | 258,779 |
| Unvested RSUs at 12/31/2024 | 5,051 |
Performance Compensation
- Structure: REYN does not disclose performance-based equity for directors; director equity is time‑vested RSUs without performance metrics .
- Deferral: Directors may elect to defer RSU settlement; McGrath has elected deferral for vested RSUs until cessation of her board service .
| Element | Terms |
|---|---|
| Equity type | RSUs (time-based; no performance metrics) |
| 2024 Grant date | April 24, 2024 |
| Vesting | Full on earlier of first anniversary or immediately prior to next annual meeting |
| Performance metrics | None for director RSUs |
| Deferral election | Available since 2023; McGrath has deferred settlement of vested RSUs until end of service |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships for McGrath disclosed by REYN |
- Controlled-company interlock: PFL nominates all REYN directors; several board members are executives of PFL/Rank; McGrath is independent and serves only on Audit .
Expertise & Qualifications
- ESG and sustainability leadership in a global CPG company (Mondelez), with governance, reporting, and disclosure experience; strategic marketing and management expertise .
- Financial literacy; Audit Committee oversight includes climate and environmental disclosures, cybersecurity, and related-party transactions—areas aligned with her background .
- Education: B.S. (Boston College), Master of Management (Kellogg), Honorary Doctorate (Boston College) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 8,325 shares; less than 1% of class |
| RSUs deferred | 3,274 vested but not settled; 5,051 scheduled to vest immediately prior to the 2025 annual meeting; settlement deferred until cessation of service |
| Director stock ownership guidelines | 5x annual Board cash retainer ($100k) requirement; compliance by later of July 1, 2028 or 5 years from becoming subject; retain 50% of net shares until compliant; 100% retention if below goal post‑compliance date |
| Anti‑hedging/pledging policy | Hedging/pledging of Company securities prohibited for directors |
Governance Assessment
- Positives
- Independent director with Audit Committee membership; Audit Committee fully independent; each member financially literate .
- Strong ESG/sustainability governance expertise aligned with Audit oversight of climate and environmental disclosures and broader risk management .
- Attendance/engagement: Directors met attendance thresholds; Board met 7 times, Audit met 4 times in 2024; independent director executive sessions held .
- Stock ownership alignment: Director ownership guidelines (5x cash retainer); McGrath elected to defer RSU settlement, signaling long-term alignment .
- Shareholder-friendly policies: Anti-hedging/pledging; director pay cap; clawback policy adopted (for executives); annual say‑on‑pay received ~99% support in 2024 .
- Risks and RED FLAGS
- Controlled company status with exemptions; Compensation, Nominating & Governance (CNG) Committee includes non‑independent members (Rank/PFL executives). RED FLAG: compensation/governance decisions not fully independent .
- PFL nominates and can remove all directors; concentration of control and nomination rights raises potential conflicts. RED FLAG: controlling shareholder influence over board composition .
- Extensive related‑party transactions with Pactiv/Rank: $332 million purchases; $77 million sales; $28 million warehousing/freight; HQ and R&D space leased from Pactiv. RED FLAG: significant related-party exposure requiring robust Audit oversight .
- Mitigants
- Audit Committee approves related‑person transactions and oversees risk management and disclosure; independent chair of Audit; board evaluations conducted annually .
Overall: McGrath enhances board effectiveness on ESG/climate disclosure governance and audit risk topics; independence and RSU deferral support alignment. However, controlled-company exemptions, PFL nomination rights, and sizeable related‑party transactions present structural governance risks that warrant monitoring of Audit Committee rigor and director independence in practice .