CEO Scott Huckins received total reported compensation of approximately $6.7 million for 2025, his first full year as CEO after being promoted from CFO; the pay structure is majority variable — base salary of $1 million (about 15% of total) with the remainder in annual cash incentives and equity awards split evenly between time-based restricted stock and performance stock awards, well exceeding the policy's 50-60% variable pay requirement. The long-term incentive plan uses real performance conditions (adjusted earnings per share growth and adjusted free cash flow), and payouts for 2025 came in below target at 87% of target for performance stock and 90% of target for the annual bonus, reflecting actual business results rather than rubber-stamped maximums. The company has a Nasdaq-compliant clawback policy, prior Say on Pay support was 99%, and while REYN's 3-year stock price return of -14.0% trails the peer group median by 14.1 percentage points (below the 20-point pay-for-performance misalignment trigger), the above-benchmark variable pay concern does not reach the threshold requiring a negative vote.

PwC has audited Reynolds since 2015, giving it approximately 11 years of tenure — well below the 25-year threshold that would raise independence concerns. The non-audit (audit-related) fees of $640,000 represent about 24% of core audit fees of $2,665,000, which is comfortably below the 50% threshold that would signal an independence risk. PwC is a Big 4 firm appropriate for a $4.4 billion market-cap company, and no restatements or other red flags are present.