Greg Cole
Reynolds Consumer ProductsAbout Greg Cole
Gregory Cole (age 61) has served on Reynolds Consumer Products’ (REYN) Board since October 2019 and currently chairs the Compensation, Nominating and Corporate Governance (CNG) Committee. He is a senior executive and director of Rank Group Limited and a director of Packaging Finance Limited (PFL), REYN’s controlling shareholder; previously a partner at Deloitte Touche Tohmatsu (1986–2004). He holds a Bachelor of Commerce from the University of Auckland . REYN is a controlled company under Nasdaq rules; the Board determined certain directors are independent, but Mr. Cole is not listed among them . Mr. Cole is a Class II director nominated to serve until the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Touche Tohmatsu | Partner; previously joined in 1986 | 1994–2004 | Audit and advisory leadership experience |
| Rank Group Limited | Senior Executive and Director | 2004–present | Strategic executive for Graeme Hart’s group; industry perspective |
| Packaging Finance Limited (PFL) | Director | Current | Director of controlling shareholder of REYN |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rank Group Limited | Senior Executive & Director | 2004–present | Leadership across Hart-owned entities; governance influence |
| Packaging Finance Limited (PFL) | Director | Current | PFL nominates all REYN directors under Stockholders Agreement while ownership ≥50% |
Board Governance
- Committee assignments: Chair, Compensation, Nominating and Corporate Governance Committee; CNG members include Mr. Cole (Chair), Ms. Golding, Mr. Stangl; CNG held five meetings in 2024 .
- Audit Committee (independent members only): Gottschalk (Chair), McGrath, Ziegler; Audit held four meetings in 2024 .
- Board meetings and attendance: Seven Board meetings in 2024; each current director attended at least 75% of aggregate Board and applicable committee meetings; independent directors hold executive sessions without management .
- Independence and leadership: REYN is a controlled company and elected exemptions for majority independent Board and fully independent CNG; Audit Committee complies with SEC/Nasdaq independence requirements .
- Nomination rights: PFL currently has the right to nominate all REYN directors; all current directors were nominated and may be removed by PFL .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board member cash retainer (non-affiliated directors) | $100,000 | Standard annual cash retainer |
| Chairman of the Board cash retainer (non-affiliated) | $50,000 | In addition to member retainer |
| Audit Chair cash retainer (non-affiliated) | $20,000 | Annual cash retainer |
| Audit or CNG Committee member cash retainer (non-affiliated) | $10,000 | Annual cash retainer |
| Gregory Cole – Fees Earned or Paid in Cash (2024) | $0 | No director compensation due to Rank affiliation |
Beginning April 1, 2025, non-affiliated director annual RSU grant increases to $155,000 and Chairman cash retainer increases to $60,000 .
Performance Compensation
| Component | Grant Date | Number of Shares | Vesting Terms | Performance Metrics |
|---|---|---|---|---|
| RSUs (non-affiliated director program) | April 24, 2024 | Dollar-denominated; shares determined by grant-date price | Vest in full on first anniversary or immediately prior to following annual meeting | None; time-based only |
| Gregory Cole – Stock Awards (2024) | N/A | $0 | N/A | N/A (no director equity awarded) |
Directors who are employees of the Company or Rank receive no additional compensation for Board service; RSUs for non-affiliated directors are time-vested and not tied to performance metrics .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Packaging Finance Limited (PFL) | Director | PFL controls REYN’s Board nominations; potential influence over director slate and governance |
| Rank Group Limited | Senior Executive & Director | Affiliation with controlling shareholder’s group; potential related-party sensitivities |
Expertise & Qualifications
- Education: Bachelor of Commerce, University of Auckland .
- Technical/industry experience: Former Deloitte partner; long-tenured Rank executive; brings business/industry insight from Hart-owned entities .
- Board-relevant skills: Oversees compensation/governance processes as CNG Chair; Board highlights risk oversight processes and annual evaluations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gregory Cole | 10,000 | <1% | Direct ownership reported as of Feb 28, 2025 |
| Unvested RSUs (as of Dec 31, 2024) | 0 | N/A | No unvested director RSUs for Mr. Cole |
| Hedging/Pledging | Prohibited | N/A | Company anti-hedging and anti-pledging policy applies to directors |
| Director Stock Ownership Guidelines | Not applicable to affiliated directors | N/A | Guidelines apply to non-affiliated directors (5x cash retainer) |
Insider Trades
| Period Checked | Person | Result | Notes |
|---|---|---|---|
| 2024-01-01 to 2025-11-20 | “Gregory Cole” | No Form 4 filings found | Insider-trades skill run on 2025-11-20 with filters: ticker=REYN, person="Gregory Cole" (no transactions returned) |
Governance Assessment
- Board effectiveness and independence
- Controlled-company status; CNG chaired by a non-independent director (Mr. Cole), permissible under Nasdaq exemptions but reduces independent oversight of pay and nominations; Audit Committee remains fully independent .
- PFL’s contractual right to nominate/remove directors centralizes control and can limit minority shareholder influence .
- Attendance and engagement
- Mr. Cole met at least the minimum attendance threshold (≥75% of meetings in 2024), and the Board conducted seven meetings and annual evaluations; independent directors hold executive sessions without management .
- Compensation and alignment
- Mr. Cole receives no cash or equity compensation for Board service due to Rank affiliation; beneficial ownership is 10,000 shares (<1%), indicating modest personal economic alignment relative to total outstanding shares .
- Related-party exposure and potential conflicts
- Significant related-party transactions with Pactiv (PEI Group): $332 million purchases, $77 million sales, $28 million freight/warehousing; leases with Pactiv for HQ and R&D spaces—oversight rests with the independent Audit Committee under the Related Person Transaction Policy .
- Mr. Cole’s roles at Rank and PFL present potential conflicts when overseeing compensation, nominations, or governance matters that affect the controlling shareholder’s interests; mitigants include Audit Committee independence and formal policies .
- Shareholder signals
- Executive say-on-pay received ~99% support in 2024, indicating broader shareholder confidence in compensation frameworks administered under the CNG’s oversight; note this pertains to executive pay rather than director pay .
RED FLAGS
- Controlled-company exemptions: CNG not fully independent; Chair is affiliated with controlling shareholder .
- Concentrated nomination rights: PFL can nominate/remove all directors at current ownership—heightened control risk .
- Material related-party transactions with PEI/Pactiv while Board includes multiple Rank/PFL-affiliated directors, including Mr. Cole .
Mitigations: Independent Audit Committee oversees related-party transactions; formal anti-hedging/anti-pledging and clawback policies; annual Board/committee evaluations; strong shareholder support for executive pay in 2024 .