Exhibit 97.1
AMENDED AND RESTATED
COMPENSATION RECOVERY POLICY OF
PACTIV EVERGREEN INC.
(Adopted July 31, 2023)
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pactiv Evergreen Inc. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) in compliance with the requirements of Nasdaq Stock Market (“Nasdaq”) Rule 5608.
Section 1. Recovery of Erroneously-Awarded Compensation. The Company shall recover reasonably promptly from each Covered Executive the amount of such Covered Executive’s Erroneously-Awarded Compensation if the Company is required to prepare a Triggering Restatement.
Section 2. Exceptions to Recovery Requirement. Section 1 shall not apply to the extent that a majority of the independent members of the Board (or, if the Committee consists solely of independent directors at the time of such determination, then the Committee) determines that (x) the otherwise required recovery would be impracticable and (y) either of the following two conditions is satisfied:
Section 3. Exempt Compensation. Notwithstanding anything the contrary herein, the Company shall have no obligation to seek recoupment of Exempt Compensation paid to a Covered Executive.
Section 4. Prohibition on Indemnification. The Company shall not, directly or indirectly, indemnify any Covered Executive against losses incurred in connection with the recovery of Erroneously-Awarded Compensation, including through the payment of insurance premiums or gross-up payments.
Section 5. Administration and Procedures.
Section 6. Transitional Provision. Notwithstanding anything to the contrary in this Policy or any predecessor hereof, Section 1 shall only apply with respect to Incentive-Based Compensation received by a Covered Executive on or after October 1, 2023. The predecessor policy hereto shall apply to the extent consistent with its terms to compensation received prior to such date.
Section 7. Definitions. For purposes of this Policy: