Duncan Hawkesby
Reynolds Consumer ProductsAbout Duncan Hawkesby
Independent director-designate of Reynolds Consumer Products (REYN) appointed July 23, 2025; he was designated by Packaging Finance Limited (PFL), REYN’s controlling stockholder, and is the son‑in‑law of PFL’s ultimate owner, Graeme Hart . He is Managing Director of Hawkesby Management Limited (since 2018) and previously served on the board of Pactiv Evergreen Inc. (June 2022–April 2025); he holds a Bachelor of Commerce from the University of Otago . As of his Form 3 filing on July 25, 2025, he beneficially owned 103,000 REYN shares indirectly via Hawkesby Management Limited; due to affiliation with PFL, he will not participate in REYN’s non‑employee director compensation program . For reference, Pactiv Evergreen’s 2024 proxy listed his age as 49 as of March 31, 2024 when he served on that board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nature’s Oven Limited | Managing Director | 2000–2005 | Leadership in manufacturing of retail food products |
| Fliway Limited (New Zealand) | Managing Director | 2006–2018 | Led one of NZ’s largest specialized transport/logistics companies |
| United Parcel Service – Fliway (NZ) Limited JV | Director | 2006–2023 | Board member of UPS joint venture |
| TaxGift Limited | Director | 2021–2023 | Director at a NZ tax-credit donation platform |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Hawkesby Management Limited | Managing Director | 2018–Present | Private investment company leadership |
| Graham Packaging Company Inc. | Director | Not disclosed (current) | U.S. plastic packaging; Hart‑owned entity |
| Building Supplies Group Holdings Limited | Director | Not disclosed (current) | NZ building supplies; Hart‑owned entity |
| Pactiv Evergreen Inc. (PTVE) | Director | June 2022–April 2025 | Public company board service; Hart‑affiliated portfolio |
Board Governance
- Appointment and class/term: Elected to REYN’s Board on July 23, 2025 as a Class II director; term runs to the 2028 annual meeting .
- Committee assignments: At appointment, the Board did not anticipate assigning him to any Board committees .
- Independence status: He was designated by PFL (controlling stockholder) and is Graeme Hart’s son‑in‑law; REYN is a controlled company under Nasdaq rules and is exempt from certain majority‑independent board requirements (Audit Committee remains fully independent) .
- Attendance context: In 2024, the Board held seven meetings and all then‑directors met the 75% attendance threshold; Hawkesby had not yet joined the Board .
- Director nomination rights: Under the Stockholders Agreement, PFL currently has the right to nominate all directors and may remove them; all directors were nominated by PFL .
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Board cash retainer | Not applicable | Hawkesby will not participate in non‑employee director compensation due to PFL affiliation |
| Committee cash retainers | Not applicable | No committee appointment anticipated at election |
| Chairman retainer | Not applicable | Not serving as Chair |
| Non‑affiliated director program (context) | Board member: $100,000 cash; Audit Chair: $20,000; Audit/CNG member: $10,000 | These cash elements apply to “non‑affiliated directors,” not to Hawkesby |
Performance Compensation
| Component | Grant/Structure | Vesting/Performance Metrics | Applicability |
|---|---|---|---|
| RSUs (annual director grant) | $145,000 in RSUs for non‑affiliated directors in 2024; increasing to $155,000 effective April 1, 2025 | Annual vest on first anniversary/next AGM; non‑affiliated directors may elect deferral | Not applicable to Hawkesby (excluded from program due to PFL affiliation) |
| Options/PSUs | Not disclosed for directors | Not disclosed | Not applicable to Hawkesby |
Stock Ownership Guidelines for directors apply to “non‑affiliated directors” (5x annual Board cash retainer; retainment rules until compliant). Given his PFL affiliation and compensation exclusion, these guidelines do not apply to Hawkesby .
Other Directorships & Interlocks
| Company | Relationship to REYN/PFL | Timing/Notes |
|---|---|---|
| Pactiv Evergreen Inc. (PTVE) | Former related party of REYN through PFL ownership; PFL completed sale of PTVE on April 1, 2025 | Hawkesby served on PTVE board June 2022–April 2025; he joined REYN’s board July 23, 2025, after PTVE ceased to be a related party |
| Graham Packaging Company Inc. | Hart‑owned entity | Current directorship; no specific transactions disclosed with REYN |
| Building Supplies Group Holdings Limited | Hart‑owned entity | Current directorship |
Expertise & Qualifications
- Operations and logistics leadership: Former MD of Fliway Limited (2006–2018), one of NZ’s largest specialized transport/logistics firms .
- Packaging ecosystem exposure: Directorships at Graham Packaging and prior PTVE board service align with REYN’s adjacent packaging value chain .
- Investment/owner mindset: Managing Director of Hawkesby Management Limited since 2018 .
- Education: Bachelor of Commerce, University of Otago .
Equity Ownership
| Holder | Security | Amount | Ownership Form | Nature/Vehicle | Reference date |
|---|---|---|---|---|---|
| Duncan Hawkesby (indirect) | REYN Common Stock | 103,000 | Indirect | Registered to Forsyth Barr Custodians Ltd as broker for Hawkesby Management Limited (indirectly wholly owned by Hawkesby and spouse); Hawkesby is MD | July 25, 2025 (Form 3) |
| Shares outstanding (context) | REYN Common Stock | 210,329,618 | — | Outstanding shares as of Oct 24, 2025 (Q3 10‑Q) | Oct 24, 2025 |
| Estimated % of class | — | ~0.049% | — | 103,000 / 210,329,618 | Computed from cited figures |
No disclosure of pledged or hedged shares for Hawkesby in the Form 3; ownership is reported as indirect through Hawkesby Management Limited .
Related Party & Conflict Considerations
- Designation and family tie: Hawkesby was designated by PFL under the Stockholders Agreement and is Graeme Hart’s son‑in‑law—creating a clear affiliation with the controlling stockholder .
- Controlled company governance: REYN is a “controlled company” under Nasdaq rules and avails certain exemptions; Audit Committee remains fully independent under SEC/Nasdaq requirements .
- Related‑party transactions framework: REYN’s Related Person Transaction Policy requires Audit Committee (independent) review/approval for transactions over $120,000 involving directors/immediate family/5% holders .
- PTVE related‑party exposure ended before appointment: PFL sold PTVE effective April 1, 2025; Hawkesby joined REYN’s board July 23, 2025 (post‑sale), reducing immediate interlock risk with a PFL portfolio company that transacted with REYN .
- Cash flows to controller: Dividends paid to PFL were $36 million in Q2 2025 and $107 million for the nine months ended Sept 30, 2025, underscoring controller cash influence (context for governance risk) .
Fixed Compensation (Director‑Specific Detail)
| Item | 2025 Treatment |
|---|---|
| Non‑employee director cash retainer | Not participating (PFL affiliation) |
| Committee retainers | Not applicable (no committee appointment anticipated) |
| Reimbursements/indemnification | Company reimburses reasonable expenses and has indemnification agreements for directors (programmatic disclosure) |
Performance Compensation (Director‑Specific Detail)
| Item | 2025 Treatment |
|---|---|
| Annual director RSUs | Not participating (PFL affiliation) |
| Deferred equity elections | Not applicable (applies to non‑affiliated directors) |
Governance Assessment
Strengths
- Sector‑relevant operating and packaging exposure (Fliway logistics; Graham Packaging; prior PTVE board), potentially additive to REYN’s supply chain oversight .
- Exclusion from director pay program removes certain compensation‑alignment debates (e.g., equity retainer optics), though ownership alignment still depends on personal/affiliated holdings .
Risks / RED FLAGS
- Controller affiliation and family relationship (son‑in‑law) limit independence; nomination/removal rights rest with PFL under the Stockholders Agreement .
- As a controlled company, REYN does not require a majority‑independent board or an all‑independent CNG committee (only Audit must be independent), increasing reliance on process rigor (e.g., related‑party policy) to mitigate conflicts .
- No committee assignment expected at appointment reduces direct influence on Audit/CNG processes; however, it also avoids independence concerns at the committee level .
Notes on Data Coverage
- Attendance and director compensation figures in the 2025 proxy cover 2024 and predate Hawkesby’s election; the 8‑K provides the authoritative details for his appointment, affiliations, and compensation exclusion .
- Beneficial ownership for Hawkesby is sourced from his REYN Form 3; percent‑of‑class is computed using REYN’s reported shares outstanding in the Q3 2025 10‑Q .