David Watson

About David Watson

David Watson is Legal Counsel and Corporate Secretary of Reynolds Consumer Products (REYN). He has served as Legal Counsel since February 2015 and Corporate Secretary since January 31, 2020; previously he was General Counsel and held other legal roles at the company since July 2009. Watson holds a B.S. in Business Administration and a J.D. from the University of Illinois; he is 66 years old as of February 28, 2025 . Company performance context during Watson’s tenure shows FY 2024 Adjusted EBIT of $549 million (+7% YoY) and Adjusted EPS of $1.67 (up 18% YoY), with Free Cash Flow of $369 million; as of September 30, 2025, Net Debt was $1,576 million and Net Debt/TTM Adjusted EBITDA was 2.4x .

Company performance summary:

Leverage and liquidity (TTM and period-end):

Past Roles

External Roles

Equity Ownership & Alignment

• Executive stock ownership guidelines require other executive officers (including Legal Counsel) to hold stock equal to 2x annual base salary, to be achieved by the later of July 1, 2028 or five years after becoming subject to the guidelines; retention requirements apply until compliant .
• Anti-hedging and anti-pledging policy prohibits all employees and directors from hedging or pledging company stock in any circumstance .
• Clawback policy (effective Oct 2, 2023) applies to incentive-based compensation for current and former executive officers and mandates recoupment after an accounting restatement, covering the prior three completed fiscal years .
• Individual beneficial ownership for Watson is not itemized in the Security Ownership of Management table; Form 4 filings exist for “Watson Clyde David” in January–February 2025 (RSU-related activity), indicating ongoing equity participation, though specific share counts were not disclosed in the proxy table .

Employment Terms

• Watson’s individual employment agreement terms (severance, change-in-control) are not disclosed. Company employment agreements for NEOs include non-compete/non-solicit covenants and tiered severance multiples (higher under sale-of-business scenarios) but these are specific to NEOs and not necessarily applicable to Watson .

Performance Compensation

• Executive incentive framework: annual cash AIP tied 80% to Adjusted EBIT growth and 20% to Revenue Growth; FY 2024 results produced a 121% of target payout for NEOs (Adjusted EBIT $549m at 107% of FY 2023 drove 141% for that component; revenue growth at 98% drove 40%) .
• Long-term incentives: RSUs vest in three equal annual installments; PSUs earned on one-year performance (2024 metrics: Adjusted EPS growth and Free Cash Flow) with vest on third anniversary of grant. FY 2024 PSU earnout was 188% of target company-wide for NEOs based on $1.67 Adjusted EPS (+18% YoY) and $369m Free Cash Flow .

FY 2024 incentive design and outcomes:

Vesting schedule features:

• RSUs: 1/3 annually over three years from grant; typical grants occur February 1 with vesting on each anniversary .
• PSUs: performance measured over one year (e.g., FY 2024) and earned awards vest on the third anniversary of grant (e.g., 2024 PSUs vest Feb 1, 2027) .
• Retirement/enhanced retirement provisions allow pro-rata vesting and continued vesting under specified age/tenure and restrictive covenant conditions .

Governance, Risk Indicators, and Related Policies

• Insider Trading Policy governs transactions by directors, officers, and employees; policy filed as an exhibit to the FY 2024 Form 10‑K .
• No repricing: options/SARs cannot be repriced or exchanged without shareholder approval .
• Say-on-pay support was strong at ~99% approval in 2024, indicating shareholder endorsement of executive pay structures; the program emphasizes pay for performance .
• Controlled company: PFL (Rank Group/Hart-controlled) beneficially owns ~73.9% of shares as of February 28, 2025 . Board independence and committee structures are disclosed; Audit Committee is fully independent .

Track Record and Execution Context

• Company TSR and pay-versus-performance are disclosed; FY 2024 Compensation Actually Paid increased alongside improved Net Income and Adjusted EBIT, reinforcing performance-linked pay philosophy .
• Watson frequently serves as signatory on company SEC filings (e.g., DEF 14A notice and multiple 8‑Ks), reflecting his central role in governance and disclosure quality .

Investment Implications

• Alignment safeguards: strict anti-hedging/anti-pledging and a robust clawback reduce misalignment risk and discourage opportunistic trading, supportive of governance quality .
• Incentive calibration: AIP and PSU metrics are tied to Adjusted EBIT, Adjusted EPS, Free Cash Flow and Revenue—key drivers of cash generation and deleveraging; FY 2024 outcomes (EPS +18%, FCF $369m) support earnouts and may lead to RSU/PSU settlements around early February, which can create predictable vest-related flows to monitor for trading pressure (tax withholdings, net share settlements) .
• Ownership expectations: Executive stock ownership guidelines (2x salary for other execs) and retention rules should progressively increase skin-in-the-game; however, Watson’s individual beneficial holdings are not itemized in the proxy table, so monitor his Form 4s for updated ownership and any 10b5‑1 plan disclosures .

Note: Watson’s specific compensation (base, bonus targets, individual grants) is not disclosed as he is not a named executive officer in the proxy; conclusions are based on company-wide policies and incentive structures documented in the DEF 14A and recent filings.