Rolf Stangl

About Rolf Stangl

Independent Non-Executive Chairman of the Board at Reynolds Consumer Products (since September 2024), age 53, and an independent director serving on the Compensation, Nominating & Corporate Governance (CNG) Committee. Former CEO of SIG Group AG (2008–2020), with prior roles in corporate development, M&A, and market leadership; earlier experience includes a Senior Advisor role with Apollo and strategy consulting at Roland Berger. Education: Bachelor of Business Administration from ESC Reims and the European School of Business at Reutlingen .

Past Roles

External Roles

Board Governance

• Roles and independence: Independent Chairman of the Board; member of CNG Committee; Board determined him independent under Nasdaq rules .
• Controlled company status: REYN is a “controlled company” under Nasdaq; elects exemptions from majority-independent board and fully independent CNG membership requirements (Audit remains fully independent) .
• Stockholders Agreement: Packaging Finance Limited (PFL) currently has the right to nominate all directors; all directors were nominated by, and may be removed by, PFL .
• Committees: Audit Committee (Gottschalk—Chair; McGrath; Ziegler)—all independent; CNG Committee (Cole—Chair; Golding; Stangl) .
• Attendance and engagement: Board held seven meetings in 2024; each current director attended at least 75% of board and committee meetings; independent directors hold executive sessions; all directors attended the 2024 annual meeting .
• Board evaluations: Annual evaluation via questionnaires, compiled by Corporate Secretary and reviewed in executive sessions each October .

Fixed Compensation

• Director program (non-affiliated directors): Board member retainer $100,000 cash + $145,000 RSUs; Chairman add-on $50,000 cash + $65,000 RSUs; Audit Chair $20,000 cash; Audit & CNG members $10,000 cash; RSUs vest after one year (or immediately prior to next annual meeting); directors may elect to defer settlement; anti-hedging/pledging policy applies .
• 2025 changes: Annual RSU grant increased to $155,000; Chairman cash retainer increased to $60,000 (effective April 1, 2025) .

Breakdown of Stangl’s 2024 cash (prorated): Board $27,397; Chairman $13,699; CNG Committee $2,740; RSUs granted upon appointment vest in full on first anniversary of grant .

Performance Compensation

• Directors: No performance-based awards disclosed for directors; RSUs are time-based .
• Company incentive design overseen by CNG Committee (governance-relevant):
  • Annual Incentive Program (AIP) metrics and targets (2024):

    Metric	Threshold	Target	Maximum	Payout Level (%)
    Adjusted EBIT ($m) / % of FY23	475 / 92.7%	527 / 103.0%	580 / 113.3%	25 / 100 / 200
    Revenue ($m) / % of FY23	3,657 / 97.3%	3,850 / 102.5%	4,042 / 107.6%	25 / 100 / 200
    2024 outcomes: Adjusted EBIT 107% → 141% payout; Revenue 98% → 40% payout; weighted total 121% of target .

  • Long-Term Incentive (PSUs) performance metrics (2024 grants):

    Metric	Threshold	Target	Maximum	Earned (%)
    Adjusted EPS ($) / % of FY23	1.25 / 88%	1.47 / 103.5%	1.69 / 119%	190.9
    Free Cash Flow ($m)	252	315	378	185.7
    Weighted PSU outcome: 188% of target, vesting on Feb 1, 2027 .

Other Directorships & Interlocks

Expertise & Qualifications

• Global packaging CEO and operator with M&A and corporate development expertise; experience leading a publicly listed and controlled company (SIG) .
• Governance experience across audit, compensation, and nominating committees at a U.S. public company (PEI) .
• Strategic advisory and payments/industrial board exposure (Apollo, Ingenico, Reno de Medici) .

Equity Ownership

Indicative alignment (not a formal compliance determination): Common shares ($455,834 using $26.99/share) plus unvested RSUs ($106,422) totals ~$562,256 vs. ~$500,000 guideline (5× $100,000 cash retainer); the company does not disclose formal compliance status .

Governance Assessment

• Positives

  • Independent Board Chairman with deep packaging and public company leadership; independence verified under Nasdaq rules .
  • Audit Committee fully independent; formal Related Person Transaction Policy with independent committee review .
  • Director ownership guidelines and anti-hedging/pledging enhance alignment; RSU-based director pay and capped total director compensation ($750k) .
  • Robust board evaluation and executive sessions hint at effective oversight processes .

• Watchpoints / Red Flags

  • Controlled company governance: PFL nominates and can remove all directors; board not majority independent; CNG Committee includes Rank-affiliated members (Cole, Golding) alongside Stangl, potentially diluting independent influence over pay and nominations .
  • Interlocks and related-party exposure: Stangl’s PEI board role coincides with material, ongoing transactions with Pactiv (revenues, purchases, freight/warehousing, leases); requires strong Audit Committee oversight and transparent terms to mitigate conflict risk .
  • Concentrated control risk: Single-class, but majority ownership by PFL (73.9%) limits minority shareholder influence on director selection and strategic direction .

• Shareholder signaling

  • Say-on-pay support strong (99% in 2024), suggesting investor confidence in executive pay design overseen by the CNG Committee; however, CNG’s partial non-independence remains a structural risk .

Overall, Stangl brings credible operator and governance expertise as independent Chair and CNG member. The principal governance risk stems from controlled-company exemptions and related-party exposures with PEI/Pactiv, requiring continued independent audit oversight and transparent related-party disclosures .