Helen Golding

About Helen Golding

Helen Golding (age 62) has served on Reynolds Consumer Products’ (REYN) Board since October 2019 and is a Class I director whose term expires at the 2027 annual meeting. She is Group Legal Counsel and a director of Rank Group Limited and a director of Packaging Finance Limited (PFL), REYN’s controlling shareholder. She holds a Bachelor of Economics and a Master of Laws from the University of Sydney, and previously served as Company Secretary and Group Legal Counsel of Burns, Philp & Company Pty Limited and earlier practiced law in Sydney. She is not classified as an independent director under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation, Nominating & Corporate Governance Committee (CNG) member; not a chair.
• Independence: Board identifies independent directors as Gottschalk, McGrath, Stangl, and Ziegler; Golding is not independent given controller ties.
• Board structure: Independent Chairman (Rolf Stangl) since Sept 2024; CEO and Chair roles separated.
• Attendance/engagement: Board held 7 meetings in 2024; each current director attended at least 75% of aggregate Board and committee meetings; independent directors hold executive sessions.
• Controlled company: REYN avails Nasdaq “controlled company” exemptions (not required to have majority independent board or fully independent comp/nom committees).
• Committee activity in 2024: Audit (4 meetings), CNG (5 meetings).

Fixed Compensation (Director)

Note: Directors who are officers/employees of Rank Group (including Helen Golding) received no compensation for REYN board service in 2024.

Context for non-affiliated directors (not applicable to Golding): 2024 program = $100,000 cash + $145,000 RSUs board member retainer; additional fees for Chair/committee roles; effective April 1, 2025, annual RSU grant for non-affiliated directors increases to $155,000 and Chairman cash retainer to $60,000.

Performance Compensation (Director)

Golding received no RSUs/PSUs for 2024 and had zero unvested RSUs at 12/31/2024.

Other Directorships & Interlocks

Expertise & Qualifications

• Education: Bachelor of Economics; Master of Laws, University of Sydney.
• Core credentials: Senior legal executive; governance, corporate law, and transaction experience across Rank/Burns Philp; brings controller perspective to REYN.

Equity Ownership

• Unvested RSUs at 12/31/2024: 0 (Golding).
• Ownership guidelines: Apply to “non-affiliated” directors only; target = 5x annual cash retainer by July 1, 2028 or 5 years from becoming subject. Golding, as an affiliated director, is not covered.
• Anti-hedging/pledging: Company prohibits hedging and pledging by employees and directors.

Insider Trades

Governance Assessment

• Independence and committee seat: Golding is not independent yet serves on the CNG Committee; REYN relies on Nasdaq “controlled company” exemptions given PFL’s control. This structure can raise concerns about pay and nomination independence, though the committee also includes independent director(s).
• Controller influence: PFL owns ~73.9% and retains rights to nominate/remove all directors at current ownership levels, concentrating governance power with the controller.
• Related-party exposure: Significant transactions with Pactiv (affiliated via Rank/Hart ecosystem) — $332M purchases, $77M sales, $28M freight/warehousing in 2024; HQ leases with Pactiv — create ongoing conflict-of-interest risk requiring robust independent Audit oversight and adherence to related-person policies (which the company discloses).
• Attendance and engagement: Met at least the 75% attendance threshold; Board held 7 meetings; CNG met 5 times in 2024 — baseline engagement met.
• Board leadership and safeguards: Independent Chairman since Sept 2024; independent directors hold executive sessions; Audit Committee entirely independent and designated financial expert in chair — positive mitigants.
• Director pay and alignment: Golding received no director cash/equity due to Rank affiliation; she holds 1,190 shares following a modest open-market purchase; not subject to director ownership guidelines (which only cover non-affiliated directors). This results in limited personal “at-risk” equity alignment at REYN, though anti-hedging/pledging and broader clawback policies exist at the company level.
• Say-on-pay and investor sentiment: 2024 say-on-pay approval ~99%, indicating strong support for compensation program design overseen by the CNG Committee (on which Golding serves) and its independent consultant (Pearl Meyer).

RED FLAGS

• Controlled company governance: Controller (PFL) nominates all directors; Golding is a controller-affiliated director on the CNG Committee. Heightened risk of perceived lack of independence in compensation and nominations.
• Related-party concentration: Large, ongoing transactions and leases with Rank-affiliated entities (Pactiv/PEI Group) necessitate vigilant independent oversight and transparent pricing/terms.
• Low direct equity alignment: Golding’s beneficial ownership is small (1,190 shares) and she does not participate in non-affiliated director equity grants or guidelines.

Mitigants

• Independent Chairman; fully independent Audit Committee with financial expert; formal related-person transaction policy; anti-hedging/pledging and clawback policies; strong say-on-pay support signal.