Marla Gottschalk
Reynolds Consumer ProductsAbout Marla Gottschalk
Independent director since January 2020; age 64 as of February 28, 2025. Former CEO of The Pampered Chef (2006–2013) and President/COO (2003–2006); 14-year Kraft Foods tenure in senior finance, strategy, and general management. Audit Committee Chair; designated “Audit Committee financial expert.” Education: B.S. in Business (Indiana University); Masters in Management Studies (Northwestern Kellogg).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pampered Chef Ltd. | Chief Executive Officer | 2006–2013 | Led consumer-products operations and strategy |
| The Pampered Chef Ltd. | President & Chief Operating Officer | 2003–2006 | Operational leadership and growth |
| Kraft Foods, Inc. | SVP Financial Planning & Investor Relations | Prior to 2003 | Enterprise finance and IR leadership |
| Kraft Foods, Inc. | EVP & GM, Post Cereal Division | Prior to 2003 | P&L leadership, consumer brands |
| Kraft Foods, Inc. | VP Marketing & Strategy, Kraft Cheese Division | Prior to 2003 | Marketing and strategic planning |
External Roles
| Organization | Role | Since/Through | Committees |
|---|---|---|---|
| US Foods Holding Corp. | Director | Current | Audit Committee Chair; Nominating & Governance Committee |
| UL Solutions Inc. | Director | Current | Nominating & Governance Committee Chair; Human Capital & Compensation Committee |
| Big Lots, Inc. | Director | 2015–2024 | Audit Committee Chair; Compensation/Nominating roles across proxies |
| Potbelly Corporation | Director | 2009–2022 | Audit Committee Chair; Compensation Committee member (historical) |
- Interlock: Ann Ziegler also serves on US Foods’ board, creating a shared external directorship with a fellow REYN independent director. This can facilitate information flow but warrants monitoring for potential conflicts if US Foods engages with REYN.
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Gottschalk independent under Nasdaq rules; all Audit Committee members are independent |
| Committee assignments | Audit Committee Chair; members include McGrath and Ziegler |
| Financial expertise | Designated “Audit Committee financial expert” by the Board |
| Attendance | Board met 7 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; Audit Committee met 4 times |
| Leadership | Independent Chairman of the Board; independent director executive sessions held |
| Controlled company status | REYN is a controlled company; PFL currently has right to nominate all directors, and all directors were nominated by PFL |
- Audit Committee remit includes oversight of external audit, independence, internal controls, related-party transactions approval, risk (cybersecurity, climate, privacy, compliance), and ESG-related disclosures—placing Gottschalk at the center of financial/reporting integrity.
- CNG Committee (compensation/governance) comprises Cole (Chair), Golding, Stangl; not required to be fully independent due to controlled-company exemptions; uses independent consultant Pearl Meyer.
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Board member cash retainer | $100,000 | 2024 | Non-affiliated directors; paid quarterly in 2024 |
| Board member RSU grant | $145,000 | 2024 | Granted Apr 24, 2024; vests by next annual meeting or 1-year |
| Audit Committee Chair cash retainer | $20,000 | 2024 | Committee chair fee |
| Committee member cash retainer | $10,000 | 2024 | Audit/CNG membership |
| Director annual cash (Gottschalk) | $81,758 | 2024 | Fees earned/paid in cash |
| Director stock awards (Gottschalk) | $145,014 | 2024 | Grant-date fair value |
| Director other comp (Gottschalk) | $4,851 | 2024 | Dividend equivalents, etc. |
| Director total (Gottschalk) | $231,623 | 2024 | Sum of above |
Change in program:
| Metric | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual RSU grant (each non-affiliated director) | $145,000 | $155,000 | Effective Apr 1, 2025 |
| Chairman cash retainer | $50,000 | $60,000 | Effective Apr 1, 2025 |
Director Stock Ownership Guidelines: Non-affiliated directors must hold ≥5x annual Board cash retainer; compliance by July 1, 2028 or 5 years from guideline applicability; retention requirement of 50% net shares until compliant (100% after compliance date if below threshold). Options do not count; full-value time-based awards do.
Performance Compensation
| Award type | Grant date | Shares/Units | Vesting | Terms |
|---|---|---|---|---|
| RSUs (Gottschalk) | Apr 24, 2024 | 5,051 | Full vest on earlier of first anniversary or immediately prior to following annual meeting | Director equity under Equity Incentive Plan |
| RSU deferral election availability | 2023 onward | n/a | Settlement deferral allowed (director election) | Program feature; no deferral disclosed for Gottschalk |
Performance metrics tied to director pay: None; director RSUs are time-based. Company compensation programs for executives emphasize Adjusted EBIT growth, revenue growth (AIP) and Adjusted EPS/Free Cash Flow (LTI PSUs), but these do not apply to director compensation.
Other Directorships & Interlocks
| Company | Nature | Committee roles | Interlock risk |
|---|---|---|---|
| US Foods Holding Corp. | External public board | Audit Chair; Nominating & Governance | Shared with REYN director Ann Ziegler (US Foods board member) |
| UL Solutions Inc. | External public/private board | Nominating & Governance Chair; Human Capital & Compensation | None identified |
| Big Lots, Inc. | Former public board | Audit Chair | No current interlock; tenure ended 2024 |
| Potbelly Corporation | Former public board | Audit Chair; Compensation member | Tenure ended 2022 |
Expertise & Qualifications
- Financial, operational, and consumer-products expertise from Kraft/Pampered Chef senior roles; audit chair experience across multiple public companies; designated audit committee financial expert at REYN.
- Education: Indiana University (B.S. Business); Northwestern Kellogg (Masters in Management Studies).
Equity Ownership
| Holder | Shares owned | RSUs (near-term vesting) | % of shares outstanding | Notes |
|---|---|---|---|---|
| Marla Gottschalk | 18,298 | 5,051 | <1% | RSUs scheduled to vest prior to Annual Meeting; total beneficial 23,349 shares |
Recent Form 4 activity:
| Filing date | Transaction date | Type | Quantity | Post-transaction ownership | Link |
|---|---|---|---|---|---|
| 2025-04-24 | 2025-04-23 | RSU vest/settlement (M‑Exempt) | 5,051 | 23,349 | https://www.sec.gov/Archives/edgar/data/1786431/000162828025019501/0001628280-25-019501-index.htm |
| 2025-04-24 | 2025-04-23 | RSU award (A) | 6,568 | 6,568 (award units) | https://www.sec.gov/Archives/edgar/data/1786431/000162828025019501/0001628280-25-019501-index.htm |
- Anti-hedging and anti-pledging policy prohibits hedging and pledging of company securities—reduces alignment risk.
Governance Assessment
- Strengths
- Independent Audit Committee chaired by an experienced financial expert; robust remit includes related-party review, risk oversight (cyber, climate, privacy), and ESG disclosure review.
- Strong director ownership expectations (≥5x cash retainer) and anti-hedging/pledging policy; RSU-based director pay aligns with shareholder value.
- Board leadership with Independent Chairman and independent executive sessions enhances oversight.
- Risks/RED FLAGS
- Controlled company: PFL nominates all directors; CNG Committee not required to be fully independent, which can create perceived influence over compensation and nominations. Mitigated by independent Audit Committee and policies.
- Related-party transactions with Pactiv (supply, warehousing, leases) are material; Audit Committee oversight is critical (Gottschalk’s chair role is key). 2024 transactions: $77m sales to Pactiv; $332m purchases; $28m freight/warehousing; HQ lease from Pactiv.
- Attendance and engagement
- Meets attendance threshold (≥75%); Audit Committee met 4 times in 2024; independent director executive sessions held.
- Compensation signals
- Director equity retainer increased modestly in 2025 ($145k → $155k), maintaining mixed cash/equity compensation aligned with governance best practices; director pay cap $750k/year.
Overall, Gottschalk’s independence, audit chair leadership, and multi-company audit governance experience are positives for investor confidence; the controlled-company structure and ongoing related-party ties elevate reliance on her committee rigor and independence to safeguard minority shareholders.
Citations
- Board and director details:
- Independence and controlled-company status:
- Director compensation program and table:
- Ownership guidelines and anti-hedging/pledging:
- Beneficial ownership:
- Related-party transactions:
- CNG Committee composition and consultant: