Steve Estes
Reynolds Consumer ProductsAbout Steve Estes
Steve Estes is Chief Administrative Officer at Reynolds Consumer Products (REYN), a role he has held since joining in January 2021 as the company’s first CAO; he leads Business Transformation, EHS, HR, Legal, Procurement, and Operational Excellence . He holds a BBA in HR Management (Freed-Hardeman University) and an MBA (Georgia Southern University) , and is 52 years old as of February 28, 2025 . Pay-for-performance is anchored to company-level metrics: in 2024, Adjusted EBIT was $549 million (107% of 2023), net revenues were $3,695 million (98% of 2023), driving a 121% of target payout under the Annual Incentive Program (AIP), with Estes’ AIP payout of $439,129 . The company prohibits hedging and pledging of company stock and maintains an exchange-listing compliant clawback policy adopted October 2, 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rank Group | Chief Human Resources Officer | — | Senior leadership at Rank Group-owned companies |
| Rank Group | Vice President, Human Resources | — | Advanced HR leadership across Rank Group |
| Evergreen Packaging | Vice President of Human Resources | — | HR leadership at affiliate; promoted to Rank Group VP HR |
| International Paper | HR and Safety roles | — | Operational HR and safety experience |
| Mattel, Inc. | HR and Safety roles | — | Consumer products HR/safety exposure |
| Bruce Hardwood Floors | HR and Safety roles | — | Manufacturing HR/safety grounding |
Note: Disclosure indicates 23 years of experience with Rank Group-owned companies; specific years per role not itemized .
External Roles
No external public company directorships or committee roles for Mr. Estes are disclosed in the provided filings .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual AIP Paid ($) |
|---|---|---|---|
| 2024 | 558,333 | 65% | 439,129 |
All Other Compensation (2024):
- Company contributions: 401(k) $27,600; Nonqualified Deferred Comp Plan $56,281; dividend equivalents $13,902; group term life $1,463; total $99,246 .
Performance Compensation
2024 Annual Incentive Program (AIP) Design and Outcomes
| Metric | Weight (%) | Threshold | Target | Maximum | 2024 Actual | Payout Attainment (%) | Final Payout Contribution (%) | Vesting/Payment |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBIT Growth vs 2023 | 80 | $475m / 92.7% | $527m / 103.0% | $580m / 113.3% | $549m / 107% | 141 | 113 | Cash, paid for FY 2024 performance |
| Revenue Growth vs 2023 | 20 | $3,657m / 97.3% | $3,850m / 102.5% | $4,042m / 107.6% | $3,695m / 98% | 40 | 8 | Cash, paid for FY 2024 performance |
| Total | — | — | — | — | — | — | 121 | Cash, paid for FY 2024 performance |
AIP Target and Payout (Executive-Specific):
- Estes target: 65% of base salary; 2024 payout: $439,129 (121% of target) .
Equity Incentives (RSUs/PSUs) – Grants and Structure
| Grant Year | Award Type | Grant Date | Target Units (#) | Threshold/Max Units (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|---|
| 2024 | RSUs | 2/1/2024 | 12,622 | — | 350,008 | One-third on each of first three anniversaries (subject to service) |
| 2024 | PSUs | 2/1/2024 | 12,622 | 3,156 / 25,244 | 350,008 (probable outcome) | Earned on 2024 performance; vests 2/1/2027 (subject to service) |
| 2023 | RSUs | 2/1/2023 | 6,040 | — | — | One-half on 2/1/2025 and 2/1/2026 (subject to service) |
| 2023 | PSUs (earned) | 2/1/2023 | 15,346 | — | — | Vests 2/1/2026 (subject to service) |
| 2022 | RSUs | 2/1/2022 | 2,693 | — | — | Vested 2/1/2025 |
Stock options: None outstanding for NEOs; no option exercises in 2024 .
2024 vested stock awards (shares and value realized): Estes 8,458 shares; $234,556 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 26,640 shares; <1% of class (outstanding shares 210,318,222 as of Feb 28, 2025) |
| Unvested Equity (12/31/2024) | 36,351 units (2024 grants: 12,622 RSUs; 23,729 PSUs), plus 21,386 units (2023 grants: 6,040 RSUs; 15,346 PSUs), plus 2,693 RSUs (2022) |
| Options (exercisable/unexercisable) | None |
| Stock Ownership Guidelines | Other executive officers: 2x annual base salary; compliance deadline by later of July 1, 2028 or five years after becoming subject; retention of 50% of net shares until compliant (100% if below after deadline) |
| Hedging/Pledging | Prohibited for employees and directors |
| Clawback | Amended and Restated Compensation Recoupment Policy effective Oct 2, 2023; recovers erroneously awarded incentive comp for three completed fiscal years preceding any required restatement |
| Deferred Compensation | Aggregate balance $1,575,853 at FYE 2024; 2024 executive contributions $143,659; company contributions $56,281; aggregate earnings $149,621 |
Ownership percent is disclosed as less than 1%; exact compliance with stock ownership guidelines for Mr. Estes is not disclosed .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Provides base salary and annual cash target incentive percentage; subject to adjustment by CNG Committee |
| Severance (without cause) | 12 months base salary; 12 months COBRA premium assistance |
| Severance (Sale of Business within 12 months) | 24 months base salary plus prorated target annual incentive; 12 months COBRA premium assistance |
| Restrictive Covenants | Non-compete and non-solicit during employment and for one year following termination for any reason |
| Change-in-Control (CIC) – Equity | Equity Incentive Plan provides single-trigger immediate vesting/settlement upon CIC; PSUs vest based on likely/actual performance per CNG Committee discretion; future awards for CEO Huckins moved to double-trigger; Estes’ awards subject to plan’s single-trigger CIC unless modified |
| Potential Payments (Illustrative as of 12/31/2024) | Termination without cause prior to sale: $576,171 (base $560,000; health $16,171) ; Termination without cause or for good reason within 12 months of sale: $1,500,171 (base $1,120,000; bonus $364,000; health $16,171) ; Death/Retirement: $403,582 (RSUs $138,972; PSUs $264,610) ; Enhanced Retirement: $1,050,154 (RSUs $440,261; PSUs $609,893) ; CIC: $1,644,743 (RSUs $590,109; PSUs $1,054,634) |
| Retirement/Enhanced Retirement Definitions | Retirement and Enhanced Retirement defined (age/service combinations; extended restrictive covenant agreement; notice; and no severance) with continued/accelerated vesting mechanics as specified |
Compensation Committee, Peer Group, and Governance Practices
- Compensation, Nominating and Corporate Governance (CNG) Committee: Gregory Cole (Chair), Helen Golding, Rolf Stangl .
- Executive compensation practices include majority variable pay, ownership guidelines, clawback, independent consultant, no excise tax gross-ups, no hedging/pledging, no option repricing without shareholder approval .
- TSR peer group for pay-versus-performance: Church & Dwight, Clorox, Colgate-Palmolive, Energizer Holdings, Kimberly-Clark, Newell Brands, Procter & Gamble, Scotts Miracle-Gro, Spectrum Brands, WD-40 .
- Say-on-pay conducted annually; Board recommends voting FOR approval of NEO compensation .
Investment Implications
- Alignment: Estes’ cash incentive is tightly linked to Adjusted EBIT growth (80%) and revenue growth (20%); 2024 performance delivered 121% of target payout, indicating a balanced pay-for-performance construct tied to profitability and top-line outcomes . Equity mix via annual RSUs and one-year PSUs earned on actual company performance aligns incentives with near-term execution and medium-term vesting through 2027 .
- Retention and overhang: Significant unvested equity with scheduled vest events on 2/1/2026 and 2/1/2027 creates predictable supply windows; 2024 vesting of 8,458 shares evidences ongoing equity settlement activity. No stock options exist, reducing forced-selling dynamics tied to expirations; hedging/pledging prohibitions limit misalignment risk .
- Change-in-control risk/reward: Single-trigger vesting under the plan accelerates substantial RSU/PSU value upon CIC (illustrative $1.645 million as of 12/31/2024), potentially increasing executive retention risk post-transaction but aligning with shareholder realization in an acquisition scenario; non-compete/non-solicit for one year mitigates near-term competitive leakage .
- Downside protection and governance: No excise tax gross-ups, clawback coverage compliant with Nasdaq, and no option repricing without shareholder approval point to shareholder-friendly constructs; ownership guidelines and forced share retention until compliance strengthen alignment, though current individual compliance status is not disclosed .
- Role scope and execution: As CAO overseeing Transformation, HR, Legal, EHS, Procurement, and OpEx, Estes is central to cost discipline and organizational execution—the same levers embedded in AIP metrics (Adjusted EBIT, net revenue), supporting a coherent incentive design. He also executed separation agreements in 2025, underscoring HR/legal oversight responsibilities during leadership transitions .