UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒                 Filed by a Party other than the Registrant ☐

Check the appropriate box:

NEWELL BRANDS INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 12, 2020

To the Stockholders of NEWELL BRANDS INC.:

You are cordially invited to attend the annual meeting of stockholders of NEWELL BRANDS INC. (the “Company”) to be held on May 12, 2020, at 9:00 a.m., local time at the Grand Hyatt Atlanta, 3300 Peachtree Road NE, Atlanta, GA 30305* (the “Annual Meeting”).

At the Annual Meeting, you will be asked to:

Only stockholders of record at the close of business on March 16, 2020 may vote at the Annual Meeting or any adjournment or postponement thereof.

Whether or not you plan to attend the Annual Meeting, please act promptly to vote your shares with respect to the proposals described above. You may vote your shares by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. If you attend the Annual Meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the Internet.

We appreciate your continued confidence in our Company and look forward to seeing you at 9:00 a.m. on May 12, 2020.

March 26, 2020

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to

Be Held on

May 12, 2020

The Company’s Proxy Statement and 2019 Annual Report to Stockholders are

available at

WWW.PROXYVOTE.COM

* As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held by means of remote communication. If we take this step or if the time, date or place of the Annual Meeting will be changing, we will announce the decision to do so in advance, and details on how to participate will be available on our Investor Relations website at ir.newellbrands.com.

TABLE OF CONTENTS

NEWELL BRANDS INC.

6655 Peachtree Dunwoody Road, Atlanta, Georgia 30328

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 12, 2020

You are receiving this Proxy Statement (the “Proxy Statement”) and proxy card in connection with the 2020 annual meeting of stockholders (the “Annual Meeting”) of Newell Brands Inc. (the “Company”) to be held at the Grand Hyatt Atlanta, 3300 Peachtree Road NE, Atlanta, GA 30305, at 9:00 a.m., local time, on May 12, 2020¹.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released or mailed to stockholders on March 26, 2020. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company may furnish proxy materials by providing Internet access to those documents, instead of mailing a printed copy of the Company’s proxy materials to each stockholder of record. The Notice contains instructions on how to access our proxy materials and vote online, or alternatively, request a paper copy of the proxy materials and a proxy card.

QUESTIONS AND ANSWERS ABOUT

VOTING AT THE ANNUAL MEETING AND RELATED MATTERS

Who is entitled to vote at the Annual Meeting?

Record holders of the Company’s common stock at the close of business on March 16, 2020 are entitled to notice of and to vote at the Annual Meeting. On the record date, approximately 447,973,968 shares of common stock were issued and eligible to vote.

What constitutes a quorum for the Annual Meeting?

A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of the outstanding shares of common stock of the Company, present in person or by proxy, will constitute a quorum.

Who will count the votes?

Representatives from Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate the votes and act as an independent inspector of election for the Annual Meeting.

As the independent inspector of election, Broadridge will determine whether a quorum is present at the Annual Meeting. Broadridge will treat instructions to withhold authority, abstentions and broker non-votes as present for purposes of determining the presence of a quorum. In the event that a quorum is not present at the Annual Meeting, the Company expects that the Annual Meeting will be adjourned to solicit additional proxies.

How are votes counted?

You are entitled to one vote for each share you own on the record date on the election of directors and each proposal to be considered at the Annual Meeting. If your common stock is held in “street name” (i.e., in the name of a bank, broker or other record holder), you will need to instruct your broker

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or bank regarding how to vote your common stock. Pursuant to Nasdaq Global Select Market (“Nasdaq”) rules, your broker or bank does not have discretion to vote your common stock without your instructions regarding the election of directors and the advisory vote on named executive officer compensation. If you do not provide your broker or bank with voting instructions regarding these proposals, your shares of common stock will not be considered present at the Annual Meeting for purposes of voting on these proposals (this is also known as “broker non-votes”). However, please note that banks and brokers that have not received voting instructions from their clients may vote their clients’ shares on the ratification of the appointment of PricewaterhouseCoopers LLP.

How many votes are required to elect a director or approve a proposal?

How do I vote my shares?

You may attend the Annual Meeting and vote your shares in person. You also may choose to submit your proxies by any of the following methods:

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If you are a stockholder whose shares are held in “street name,” you must either direct the record holder of your shares how to vote your shares or obtain a proxy, executed in your favor, from the record holder to be able to vote at the Annual Meeting.

This Proxy Statement is also being used to solicit voting instructions for the shares of the Company’s common stock held by the trustee of the Newell Brands Employee Savings Plan for the benefit of plan participants. Participants in this plan have the right to direct the trustee regarding how to vote the shares of Company stock credited to their accounts. Unless otherwise required by law, the shares credited to each participant’s account will be voted as directed. Participants in this plan may direct the trustee by telephone, through the Internet or by requesting, completing and returning a voting card. If valid instructions are not received from a Newell Brands Employee Savings Plan participant by 11:59 p.m. Eastern Daylight Time on May 7, 2020, a participant’s shares will be voted proportionately by the trustee in the same manner in which the trustee votes all shares for which it has received valid instructions.

How may I revoke or change my vote?

You may revoke your proxy at any time before it is voted at the Annual Meeting by any of the following methods:

Newell Brands Inc.

6655 Peachtree Dunwoody Road Atlanta, GA 30328

Attention: Corporate Secretary

If you require assistance in changing or revoking your proxy, please contact the Company’s proxy solicitor:

Morrow Sodali LLC

470 West Avenue – 3^rd Floor

Stamford, CT 06902

Phone Number: 1-800-662-5200

Email: NWLinfo@morrowsodali.com

Who will pay the costs of solicitation of proxies?

The Company will pay the costs of soliciting proxies.

Who is the Company’s proxy solicitor?

The Company has retained Morrow Sodali LLC to aid in the solicitation of proxies and to verify certain records related to the solicitation. The Company will pay Morrow Sodali LLC a fee of $11,500 as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses.

In addition to solicitation by mail, directors, officers and employees of the Company, at no additional compensation, may solicit proxies from stockholders by telephone, facsimile, Internet or in person. Upon request, the Company will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in sending the proxy materials to beneficial owners.

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How will my shares be voted?

If you vote by mail, through the Internet, by telephone or in person, your shares of common stock will be voted as you direct.

If you sign and return your proxy card, but do not specify how your shares of common stock are to be voted, your shares of common stock will be voted, except in the case of broker non-votes, where applicable, as recommended by the Board.

We recommend that you vote on your proxy card as follows:

How do I submit a stockholder proposal for the 2021 annual meeting?

To be considered for inclusion in next year’s proxy materials, stockholder proposals to be presented at the Company’s 2021 annual meeting of stockholders must be in writing and be received by the Company no later than November 26, 2020. At the 2021 annual meeting, the Company’s management will be able to vote proxies in its discretion on any proposal not included in the Company’s Proxy Statement for such meeting if the Company does not receive notice of the proposal on or before February 11, 2021.

If a stockholder does not submit a proposal for inclusion in next year’s proxy statement, but instead wishes to present it directly at the 2021 annual meeting, the Company’s By-Laws require that the stockholder notify the Company of such proposal in writing no later than 90 days prior to the anniversary date of the Annual Meeting, or February 11, 2021. The stockholder must also comply with the requirements of Section 2.12 of the Company’s By-Laws with respect to stockholder proposals.

How do I nominate a candidate for election as a director at the 2021 annual meeting?

Any stockholder wishing to nominate a candidate for election as a director at the Company’s Annual Meeting must notify the Company in writing no later than February 11, 2021. Such notice must include appropriate biographical information and otherwise comply with the requirements of the Company’s Restated Certificate of Incorporation and By-Laws relating to stockholder nominations of directors. In addition, our By-Laws allow qualifying stockholders to include their director nominees in the Company’s proxy materials by giving notice in writing no earlier than January 12, 2021 and no later than February 11, 2021. Such notice of a proxy access nomination must set forth certain information specified in the proxy access By-Law about each stockholder submitting a nomination and each person being nominated as a candidate for election as a director.

How do I provide a notice of my intention to present proposals and director nominations at the 2021 annual meeting?

Notices of intention to present proposals and director nominations at the 2021 annual meeting or requests in connection therewith, including requests for copies of the relevant provisions of the Company’s Restated Certificate of Incorporation or By-Laws relating to proposals and director nominations, should be addressed to Newell Brands Inc., 6655 Peachtree Dunwoody Road, Atlanta, GA 30328 Attention: Corporate Secretary.

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How can I obtain a copy of the Company’s 2019 annual report on Form 10-K?

A copy of the Company’s 2019 annual report on Form 10-K (including the financial statements and financial statement schedules), as filed with the SEC, may be obtained without charge upon written request to the office of the Corporate Secretary of the Company at 6655 Peachtree Dunwoody Road, Atlanta, GA 30328. A copy of the Company’s Form 10-K and other periodic filings also may be obtained under the “SEC Filings” link under the “Investors” tab on the Company’s website at www.newellbrands.com and from the SEC’s EDGAR database at www.sec.gov. The information contained on, or accessible from, the Company’s website is not incorporated by reference into this proxy statement or any other report or document the Company files with or furnishes to the SEC, and references to the Company’s website are intended to be inactive textual references only.

What is householding?

As permitted by the Securities Exchange Act of 1934 (“Exchange Act”), only one copy of the Notice, proxy materials or 2019 Annual Report is being delivered to stockholders residing at the same address, unless the stockholders have notified the Company of their desire to receive multiple copies of the Notice, proxy materials or 2019 Annual Report. This is known as “householding.”

The Company will promptly deliver, upon oral or written request, a separate copy of the Notice, proxy materials or 2019 Annual Report to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Newell Brands Inc., 6655 Peachtree Dunwoody Road, Atlanta, GA 30328, Attention: Corporate Secretary. Stockholders of record residing at the same address and currently receiving multiple copies of the Notice, proxy materials or 2019 Annual Report may contact our transfer agent, Computershare Investor Services, to request that only a single copy of the notice or proxy materials be mailed in the future.

Contact Computershare by phone at (877) 233-3006 or (312) 360-5217 or by mail at P.O. Box 505000, Louisville, KY 40233-5000.

Stockholders may also contact their bank, broker or other nominee to make a similar request.

Could other business be conducted at the Annual Meeting?

The Board does not know of any business to be brought before the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if any other matters properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting, each person named in the accompanying proxy intends to vote the proxy in accordance with his judgment on such matters.

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Proxy Statement Summary

We are providing this Proxy Statement to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Newell Brands Inc. (“Newell” or the “Company”) for the 2020 Annual Meeting and for any adjournment or postponement of the Annual Meeting. Below are highlights of certain information in this Proxy Statement. As it is only a summary, please review our complete Proxy Statement and 2019 Annual Report before you vote.

This Proxy Statement is intended to be made available to you on or about March 26, 2020.

2020 ANNUAL MEETING OF STOCKHOLDERS

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STOCKHOLDER ENGAGEMENT

We value the views of our stockholders and we believe that building positive relationships with our stockholders is critical to our long-term success. To help Company management and the Board understand and consider the issues that matter most to our stockholders, we periodically engage with our stockholders on a range of topics related to corporate governance, executive compensation, and sustainability. We then incorporate this feedback into our disclosures, corporate governance policies and executive compensation program. For example, the inclusion of cumulative Free Cash Flow as a new defined metric in the 2019 Long-Term Incentive Plan (“LTIP”) awards was based on feedback received from stockholders.

Prior to the 2019 Annual Meeting of Stockholders, the Company conducted outreach with 17 large investors, comprising 48% of shares outstanding, regarding corporate governance and executive compensation topics (the “Spring 2019 Outreach”). These conversations enabled the Board to better understand shareholders’ views on the Company’s written consent provision considered at the 2019 Annual Meeting, overboarding policy, 2018 named executive officer compensation and the overall executive compensation program.

At the 2019 Annual Meeting of Stockholders, the advisory vote on named executive officer compensation (“Say on Pay Proposal”) was approved by approximately 70% of shares voted for or against and 68% of votes cast, including abstentions. The Organizational Development and Compensation Committee (the “Committee”) considered this level of approval to indicate the support of the majority of the Company’s stockholders; however, it was a lower level of support than desired. A shareholder proposal regarding reporting on diversity in the executive team also received a majority of votes cast at the 2019 Annual Meeting.

Together, the Spring 2019 Outreach and voting outcomes at the 2019 Annual Meeting influenced the following actions taken by the Company:

During Fall 2019, we conducted outreach with 16 of the Company’s top institutional investors representing approximately 43% of our shares outstanding to get feedback on the lower than desired outcome on our 2019 Say on Pay Proposal, to discuss the Board’s planned format for sustainability and diversity reporting, and to give an overview of corporate governance and executive compensation matters, including the Company’s introduction of stock options as a new mechanism to link named executive officer compensation to Company performance. The conversations with and feedback from our stockholders in Fall 2019 were incorporated in several ways, including:

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COMPENSATION HIGHLIGHTS

(See page 27 for our Compensation Discussion and Analysis (“CD&A”) under the section titled “Executive Compensation”)

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PROPOSAL 1—ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

The Board has selected the following eleven nominees for election to the Board. The nominees will hold office from their election until the next annual meeting of stockholders, or until their successors are elected and qualified.

Michael A. Todman will not stand for re-election as he decided to retire from his position as Director of the Company effective as of the Annual Meeting. The Board wishes to thank Mr. Todman for his 13 years of distinguished service, including, most recently, his service as Chair of the Organizational Development and Compensation Committee. Upon his retirement, the size of the Board will be reduced to eleven members.

Proxies will be voted, unless otherwise indicated, FOR the election of all of the eleven nominees for director. Each of the nominees identified in this Proxy Statement has consented to being named as a nominee in the Company’s proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s stockholders. The Company has no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors, or proxies may be voted for another person nominated as a substitute by the Board.

The Board unanimously recommends that you vote FOR the election of each nominee for director.

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INFORMATION REGARDING BOARD OF DIRECTORS, COMMITTEES

AND CORPORATE GOVERNANCE

GENERAL

The primary responsibility of the Board is to oversee the affairs of the Company for the benefit of the Company’s stockholders. To assist it in fulfilling its duties, the Board has delegated certain authority to the Audit Committee, the Finance Committee, the Organizational Development & Compensation Committee and the Nominating/Governance Committee. The duties and responsibilities of these standing committees are described below under “Committees.”

The Board has adopted the “Newell Brands Inc. Corporate Governance Guidelines.” The purpose of these guidelines is to ensure that the Company’s corporate governance practices enhance the Board’s ability to discharge its duties on behalf of the Company’s stockholders. The Corporate Governance Guidelines are available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com and may be obtained in print without charge upon written request by any stockholder to the Corporate Secretary at 6655 Peachtree Dunwoody Road, Atlanta, GA 30328.

In recent years, the Board has taken the following actions with respect to the Company’s corporate governance practices:

THE COMPANY HAS AN INDEPENDENT NON-EXECUTIVE CHAIRPERSON OF THE BOARD.

The positions of Chairperson of the Board and CEO are usually held by different persons. The Board believes that this separation has served the Company well for many years. However, the Board may choose to change this as it determines to be best for the Company under the then existing circumstances.

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Should the Chairperson of the Board position be held by the CEO, the Board will appoint a lead independent director. The Board believes that the current arrangement of separating the roles of Chairperson of the Board and CEO is in the best interest of the Company and its stockholders at this time because it provides the appropriate balance between strategy development and independent oversight of management. Mr. Campbell currently serves as the independent non-executive Chairperson of the Board.

Mr. Campbell was appointed Chairperson of the Board in 2018 pursuant to the Nomination Agreement. Furthermore, pursuant to the Nomination Agreement, the Board may not appoint any other Chairperson of the Board without the approval of at least one of the Icahn Designees (as defined under “Certain Relationships and Related Transactions”) so long as at least two Icahn Designees are members of the Board.

DIRECTOR INDEPENDENCE

Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of director independence in 2020. During this review, the Board considered whether or not each director has any material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and has otherwise complied with the requirements for independence under the applicable Nasdaq rules.

As a result of these reviews, the Board affirmatively determined that all of the Company’s current directors are “independent” of the Company and its management within the meaning of the applicable Nasdaq rules and under the standards set forth in the Corporate Governance Guidelines, with the exception of Ravichandra Saligram. Mr. Saligram is not considered an independent director because of his employment as President and Chief Executive Officer of the Company.

MEETINGS

The Company’s Board held fourteen meetings during 2019. All directors attended at least 75% of the Board meetings, including the 2019 annual meeting, and meetings of Board committees on which they served. Under the Company’s Corporate Governance Guidelines, each director is expected to attend the Annual Meeting.

The Company’s non-management directors held five meetings during 2019 separately in executive session without any members of management present. The Company’s Corporate Governance Guidelines provide that the presiding director at each such session is the Chairperson of the Board or lead director, or in his or her absence, the person the Chairperson of the Board or lead director so appoints. The Chairperson of the Board currently presides over executive sessions of the non-management directors.

COMMITTEES

The Board has an Audit Committee, a Finance Committee, an Organizational Development & Compensation Committee and a Nominating/Governance Committee.

Pursuant to the previously described Nomination Agreement, in 2018, Mr. Brett Icahn was appointed to the Audit Committee and Organizational Development & Compensation Committee and Mr. Mather was appointed to the Finance Committee as committee chair and to the Nominating/Governance Committee.

Audit Committee.     The Audit Committee, the current Chair of which is Ms. Sprieser and the other current members of which are Mr. Lopez, Mr. Strobel, Mr. Todman and Ms. Ryan-Berman, met nine times during 2019. Mr. Strobel served as Chair during 2019 and until March 3, 2020. Ms. Sprieser assumed her role as Chair and Ms. Ryan Berman joined the Audit Committee subsequently. Mr. Icahn served on the Audit Committee during 2019 and through March 2020. The Board has affirmatively determined that (a) each member of the Audit Committee was, during such director’s time of service through March 2020, an “independent director” and (b) each continuing member of the Audit Committee

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is an “independent director”, in each case, for purposes of the Audit Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines. The Board has also affirmatively determined that each of Messrs. Strobel and Todman and Ms. Sprieser qualifies as an “audit committee financial expert” within the meaning of the applicable SEC regulations.

The Audit Committee assists the Board in fulfilling its fiduciary obligations to oversee:

In addition, the Audit Committee:

Finance Committee.     The Finance Committee, the Chair of which is Mr. Mather and the other current members of which are Mr. Steele, Mr. Lopez and Ms. Sprieser, met five times in 2019.

The Finance Committee is principally responsible for:

Organizational Development & Compensation Committee.     The Organizational Development & Compensation Committee, the current Chair of which is Mr. Craigie and the other current members of which are Mr. Icahn, Ms. Ryan-Berman and Ms. Crew, met twelve times during 2019. Mr. Todman served as Chair during 2019 and until March 3, 2020. Mr. Craigie began his tenure as Chair and Ms. Ryan-Berman joined the Organizational Development & Compensation Committee on March 4, 2020. The Board has affirmatively determined that each member of the committee is an “independent director” for purposes of the Organizational Development & Compensation Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

The Organizational Development & Compensation Committee is principally responsible for:

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The Organizational Development & Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Organizational Development & Compensation Committee. Additional information on the Organizational Development & Compensation Committee’s processes and procedures for the selection of a compensation consultant and consideration and determination of executive and director compensation is addressed below under the caption “Executive Compensation—Compensation Discussion and Analysis.”

Nominating/Governance Committee.     The Nominating/Governance Committee, the current Chair of which is Mr. Steele and the other current members of which are Mr. Craigie, Mr. Mather and Ms. Crew met five times during 2019. Mr. Craigie served as Chair during 2019 and until March 3, 2020. Mr. Steele began his tenure as Chair and joined the Nominating/Governance Committee thereafter. The Board has affirmatively determined that each member of the committee is an “independent director” for purposes of the Nominating/Governance Committee under the applicable SEC regulations and the Company’s Corporate Governance Guidelines.

The Nominating/Governance Committee is principally responsible for:

Each of the above referenced committees acts under a written charter that is available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com and may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 6655 Peachtree Dunwoody Road, Atlanta, GA 30328.

BOARD AND MANAGEMENT ROLES IN RISK OVERSIGHT

Management is responsible for the day-to-day management of risk, while the Board, as a whole and through its committees, provides oversight of the Company’s risk management. The Board engages in risk oversight throughout the year as a matter of course in fulfilling its role overseeing management and business operations. In addition, each year, the full Board receives reports on the strategic plans and related risks facing the Company from senior management, including reports from the Company’s individual functions and businesses and their respective management teams. These risks may include financial risks, political and regulatory risks, legal risks, supply chain risks, competitive risks, information technology risks and other risks relevant to the Company and the way it conducts business.

The Board has delegated to its committees certain elements of its risk oversight function to better coordinate with management and serve the long-term interests of stockholders.

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The Board believes the allocation of risk management responsibilities described above supplements the Board’s leadership structure by allocating risk areas to an appropriate committee for oversight, allows for an orderly escalation of issues as necessary, and helps the Board satisfy its risk oversight responsibilities.

RISK ASSESSMENT OF COMPENSATION PROGRAMS

With respect to compensation practices, the Organizational Development & Compensation Committee considered, with the assistance of management and the independent compensation consultant, whether the Company’s compensation policies and practices in 2019 for its employees, including the named executive officers, would motivate inappropriate levels of risk taking that could have a material adverse effect on the Company. The Organizational Development & Compensation Committee determined that there was no risk that was reasonably likely to have such a material adverse effect. The Committee noted the following aspects of the executive compensation program that serve to mitigate any potential risk:

DIRECTOR NOMINATION PROCESS

The Nominating/Governance Committee is responsible for identifying and recommending to the Board candidates for directorships. The Nominating/Governance Committee considers candidates for

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Board membership who are recommended by members of the Nominating/Governance Committee, other Board members, members of management and individual stockholders. From time to time, the Nominating/Governance Committee has engaged the services of global executive search firms to assist the Nominating/Governance Committee and the Board in identifying and evaluating potential director candidates. Once the Nominating/Governance Committee has identified prospective nominees for director, the Board is responsible for selecting such candidates. The Board considers candidates for director who are free of conflicts of interest or relationships that may interfere with the performance of their duties.

In 2018, the Board was significantly refreshed, adding more diversity and strength of experience. Nine new directors joined the Board, including three women, and the average tenure of the independent directors is now approximately four years.

As set forth in the Corporate Governance Guidelines, the Board seeks to identify as candidates for director a diverse group of persons from various backgrounds and with a variety of life experiences, a reputation for integrity and good business judgment and experience in highly responsible positions in professions or industries relevant to the conduct of the Company’s business. In selecting director candidates, the Board takes into account the current composition and diversity of the Board (including diversity with respect to race, gender and ethnicity) and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other directors. This year’s director nominees include many current or former CEOs or senior executives of large companies, reflect racial, ethnic and gender diversity and include several individuals with extensive international experience. The Board assesses the effectiveness of this practice by conducting a periodic review of its own performance, as discussed below, which evaluates, among other things, whether the Board and Nominating/Governance Committee are functioning effectively and in compliance with this policy. The Nominating/Governance Committee is responsible for organizing and overseeing the review process and for soliciting the input of all of the directors.

BOARD EVALUATIONS

In order to increase the effectiveness of the Board, the Nominating/Governance Committee supervises a review and evaluation of the performance of the Board. The evaluation is facilitated by a wide range of questions related to topics including oversight, strategy, management capabilities, structure of the Board, responsibilities and resources. A review of the Board of Directors, its Committees and each individual director is undertaken annually. In 2019, the evaluation process was enhanced. The Board hired an independent third-party firm to conduct the evaluation process for the Board of Directors and the individual directors. The process included a questionnaire and interviews with each director. The Board’s Committees were evaluated by each Committee member based on a questionnaire that was developed in 2018.

In 2019-2020, the Nominating/Governance Committee and Chairperson of the Board led a robust process, including the participation of a third-party firm, to collect feedback, review it with the directors and facilitate self-evaluation comments. In addition, each of the Audit, Finance, Nominating/Governance and Organizational Development & Compensation committees conducted an annual self-evaluation.

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BOARD SKILLS AND COMPOSITION

In 2019 and early 2020, the Nominating/Governance Committee discussed the key experience, qualifications and attributes for Board members and facilitated an evaluation of each director’s skills in these categories. The graphics below depict the percentage of current directors possessing each skill as well as Board composition.    

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COMMUNICATIONS WITH THE BOARD

The independent members of the Board have adopted the Company’s “Procedures for the Processing and Review of Stockholder Communications to the Board,” which provide for the processing, review and disposition of all communications sent by stockholders or other interested persons to the Board. Stockholders and other interested persons may communicate with the Company’s Board or any member or committee of the Board by writing to them at the following address:

Newell Brands Inc.

Attention: [Board of Directors]/[Board Member]

c/o Corporate Secretary

6655 Peachtree Dunwoody Road

Atlanta, GA 30328

Communications directed to the independent or non-management directors should be sent to the attention of the Chairperson of the Board or the Chair of the Nominating/Governance Committee, c/o Corporate Secretary, at the address indicated above.

Any complaint or concern regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Company’s Code of Ethics for Senior Financial Officers should be sent to the attention of the Chief Legal Officer at the address indicated above or may be submitted in a sealed envelope addressed to the Chair of the Audit Committee, c/o Chief Legal Officer, at the same address, and labeled with a legend such as: “To Be Opened Only by the Audit Committee.” Such accounting complaints will be processed in accordance with procedures adopted by the Audit Committee. Further information on reporting allegations relating to accounting matters is available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com.

CODE OF ETHICS

The Board has adopted a “Code of Ethics for Senior Financial Officers,” which is applicable to the Company’s senior financial officers, including the Company’s principal executive officer, principal financial officer, principal accounting officer and controller. The Company also has a separate “Code of Conduct” that is applicable to all Company employees, including each of the Company’s directors and officers. Both the Code of Ethics for Senior Financial Officers and the Code of Conduct are available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com. The Company posts any amendments to or waivers of its Code of Ethics for Senior Financial Officers or to the Code of Conduct (to the extent applicable to the Company’s directors or executive officers) at the same location on the Company’s website. In addition, copies of the Code of Ethics for Senior Financial Officers and of the Code of Conduct may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 6655 Peachtree Dunwoody Road, Atlanta, GA 30328.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Various Company policies and procedures, which include the Code of Conduct (applicable to all Company employees, including executive officers and non-employee directors), the Code of Ethics for Senior Financial Officers and annual questionnaires completed by all Company directors and executive officers, require disclosure of transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable SEC rules. Pursuant to its charter, the Nominating/Governance Committee considers and makes recommendations to the Board with respect to possible waivers of conflicts of interest or any other provisions of the Code of Conduct and the Code of Ethics for Senior Financial Officers. Pursuant to the Corporate Governance Guidelines, the Nominating/Governance Committee also annually reviews the continuing independence of the Company’s non-employee directors under applicable law or Nasdaq rules and reports its findings to the Board in connection with its independence determinations.

When the Nominating/Governance Committee learns of a transaction or relationship that may constitute a conflict of interest or may cause a director not to be treated as independent, the Nominating/Governance Committee determines if further investigation is required and, if so, whether it should be conducted by the Company’s legal, internal audit or other staff or by outside advisors. The Nominating/Governance Committee reviews and evaluates the transaction or relationship, including the results of any investigation, and makes a recommendation to the Board with respect to whether a conflict or violation exists or will exist or whether a director’s independence is or would be impaired. The Board, excluding any director who is the subject of the recommendation, receives the report of the Nominating/Governance Committee and makes the relevant determination. These practices are flexible and are not required by any document.

NOMINATION AGREEMENT

The Company is a party to the Nomination Agreement, which was entered into on March 18, 2018 with Mr. Carl C. Icahn, Mr. Brett Icahn, Mr. Courtney Mather, Mr. Andrew Langham, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp. (collectively, the “Icahn Group”) and amended on April 23, 2018. Pursuant to the Nomination Agreement, each of Messrs. Brett Icahn and Mather (the “Icahn Designees”) and Mr. Campbell were appointed to the Board as of March 18, 2018. Mr. Campbell was also appointed Chairperson of the Board pursuant to the Nomination Agreement, and the Board may not appoint any other person Chairperson of the Board without the approval of at least one of the Icahn Designees (so long as at least two Icahn Designees are members of the Board). For any annual meeting of stockholders, should the Board decide not to nominate Mr. Campbell or one of the Icahn Designees to the Board, the Company must notify the Icahn Group within a certain period of time in advance of the advance notice deadline for that annual meeting. So long as Mr. Campbell or one of the Icahn Designees is serving on the Board and the Icahn Group has not materially breached the Nomination Agreement or dropped below certain ownership thresholds set forth therein, the Icahn Group shall be entitled to designate a replacement, who must be approved by the Board, should Messrs. Campbell or one of the Icahn Designees be rendered unable to continue to serve on the Board.

Pursuant to the Nomination Agreement, so long as an Icahn Designee is a member of the Board, the Board will not be expanded to more than twelve directors without the approval from the Icahn Designees then on the Board.

In addition, at the Annual Meeting, and any subsequent annual meeting of stockholders subsequent to the Annual Meeting, if the Icahn Designees have agreed in writing to be nominated for election at such annual meeting, the Icahn Group agrees not to vote for any directors nominated by any person other than the Board and to vote in favor of the appointment of the Company’s auditors.

Pursuant to the Nomination Agreement, so long as either of the Icahn Designees is a member of the Board, the Company agreed (i) not to create a separate executive committee of the Board or any

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other committee with functions similar to those customarily granted to an executive committee, (ii) not to form any new committee without offering at least one Icahn Designee the opportunity to be a member of such committee, and (iii) that, with respect to any Board consideration of appointment and employment of executive officers, mergers, acquisitions of material assets, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, shall take place only at the full Board level or in committees of which at least one of the Icahn Designees is a member.

If at any time the Icahn Group ceases to hold a “net long” position, as defined in the Nomination Agreement, in at least (A) 3.0% of the total outstanding shares of the Company’s common stock, the Icahn Group will cause one Icahn Designee employed by a member of the Icahn Group as of the date of the Nomination Agreement (or his or her replacement) to promptly resign from the Board and any committee of the Board on which he or she then sits and (B) 1.5% of the total outstanding shares of the Company’s common stock, the Icahn Group will cause each Icahn Designee employed by a member of the Icahn Group as of the date of the Nomination Agreement to promptly resign from the Board and any committee of the Board on which he or she then sits.

OWNERSHIP OF DEBT SECURITIES

Mr. Brett Icahn owns $700,000 face amount of the Company’s 3.850% notes due 2023, which he purchased in an open market transaction with an unaffiliated third-party. Mr. Brett Icahn purchased the notes through a wholly owned limited liability company. In 2019, as a result of his ownership of the notes and in accordance with the terms of the notes, Mr. Brett Icahn received approximately $26,950 in interest from the Company. Mr. Brett Icahn did not receive any principal from the Company. The notes pay interest semi-annually in arrears on April 1 and October 1 of each year at the rate of 3.850% per annum.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2019, Messrs. Todman, Brett Icahn and Lopez and Ms. Crew served on the Organizational Development & Compensation Committee. No member of the Organizational Development & Compensation Committee was, during 2019, an officer or employee of the Company, was formerly an officer of the Company, or, other than as noted in the section titled “Certain Relationships and Related Transactions”, above, had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. During 2019, none of the Company’s executive officers served on the Board or the compensation committee of any other entity, any officers of which served either on the Company’s Board or its Organizational Development & Compensation Committee.

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ORGANIZATIONAL DEVELOPMENT &

COMPENSATION COMMITTEE REPORT

The Organizational Development & Compensation Committee of the Board has furnished the following report to the stockholders of the Company in accordance with rules adopted by the U. S. Securities and Exchange Commission.

The Organizational Development & Compensation Committee states that it reviewed and discussed with management the Company’s Compensation Discussion and Analysis contained in this Proxy Statement.

Based upon the review and discussions referred to above, the Organizational Development & Compensation Committee recommended to the Board that the Company’s Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

This report is submitted on behalf of the current members of the Organizational Development & Compensation Committee:

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This CD&A explains the material elements of the compensation of the Company’s named executive officers and describes the objectives and principles underlying the Company’s executive compensation program and decisions made in 2019. For 2019, our named executive officers are:

Mr. Polk retired from his position as President, Chief Executive Officer and member of the Board effective June 28, 2019. Mr. Peterson served as Interim Chief Executive Officer (while continuing to serve as Executive Vice President and Chief Financial Officer) from June 28, 2019 until October 3, 2019 during an important transition period as the Board completed its search for a permanent CEO. Mr. Saligram joined the Company as President, Chief Executive Officer and member of the Board on October 3, 2019.

On January 17, 2020, the Company announced that Mr. Torres would leave the Company effective March 8, 2020.

On February 14, 2020, the Company announced that Mr. Peterson was appointed President, Business Operations in addition to his role as Chief Financial Officer. Mr. Peterson’s expanded role now includes oversight of Supply Chain, Procurement, and Investor Relations, in addition to his continuing oversight of Finance and Information Technology.

Turnaround Strategy.

2019 was an important year of inflection and management transition for the Company during which CEO transition occurred and management implemented a turnaround framework. Management developed a new strategy to address key challenges facing the Company, including: shifting consumer preferences and behaviors, a highly competitive operating environment, a rapidly changing retail landscape, growth in e-commerce, continued macroeconomic and political volatility, and an evolving regulatory landscape.

The Company identified the following strategic imperatives to address and adapt to these challenges during this turnaround period:

Execution of these strategic imperatives will better position the Company for long-term sustainable growth in order to achieve its short-to-near-term goals of:

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Management Transition.

In June 2019, Mr. Polk retired from the Company. The Board search committee was in the process of recruiting an experienced CEO with extensive consumer products experience, and the Board asked Mr. Peterson to serve in an interim role as CEO and CFO between late June 2019 and the appointment of a permanent CEO. During this important transition period, the Committee viewed it as critical to retain and incentivize Mr. Peterson, and the independent members of the Board, at the Committee’s recommendation, awarded Mr. Peterson a grant of performance-based RSUs linked to cash flow generation and a temporary base salary and bonus target increase in recognition of his interim CEO service. In October 2019, Mr. Saligram, a tenured CEO with global experience in consumer products, corporate transformations and building strong corporate cultures, joined the Company. In order to induce Mr. Saligram to join the Company, the Board, at the Committee’s recommendation, awarded him an annual compensation package commensurate with his experience, and a sign-on award which included a cash component and a stock option award. His cash sign-on award was intended to help defray the cost of relocation to the Company’s new headquarters in Atlanta, GA, as he did not participate in the Company’s relocation program. Mr. Saligram’s compensation arrangement included an initial award of performance-based stock options, the vesting of which is tied to significant stock price appreciation during his tenure as CEO. The execution of the Company’s new strategy also prioritized the building of a turnaround-focused management team and a winning employee culture. In March 2020, in connection with a change in the Company’s organizational design, Mr. Torres left the Company.

2019 Results.

During 2019, the Company began executing a Turnaround Strategy, with the vision of building a global, next generation consumer products company that can unleash the full potential of its brands in a fast moving omni-channel environment. The Company also completed its Accelerated Transformation Plan with the sales of its Process Solutions, Rexair and United States Playing Cards businesses and with the strategic decisions to retain the Consumer and Commercial Solutions, Mapa/Spontex and Quickie businesses. The Company also sharpened its focus on improving cash flow, reducing overhead and paying down its outstanding debt. Throughout the year, the Company delivered consistently against its new goals in the early stages of the turnaround.

Below is a summary of the overall 2019 financial and operating performance of the Company²:

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Pay for Performance.

The Company continues to emphasize pay for performance, as evidenced by the design and execution of its compensation program:

Compensation Program Objectives.

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Compensation Policies and Practices.

The Committee believes that the compensation program includes key features that align the interest of the named executive officers and the long-term interest of stockholders and are good corporate governance practices.

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Determination of Executive Officer Compensation.

Summarized in the table below are roles and responsibilities of the parties that participate in, or have been delegated authority with respect to, the development of the Company’s executive compensation program:

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In making compensation decisions, the Committee considers several factors including competitive market data, individual and Company performance, skills, experience, complexity and criticality of role and internal pay equity. The Committee does not use a predetermined formula to make its overall decisions but considers all the above factors. However, in determining the performance-based component of compensation for the Company’s named executive officers in 2019, generally including annual incentive and long-term incentive compensation, the Committee tied payment to adjusted Earnings Per Share, Adjusted Operating Cash Flow, Free Cash Flow, core sales growth and Relative TSR. Such performance goals are intended to align the majority of each executive officer’s compensation with stockholders’ interests over the near and long term.

Stockholder Outreach.

We value the views of our stockholders and we believe that building positive relationships with our stockholders is critical to our long-term success. To help Company management and the Board understand and consider the issues that matter most to our stockholders, we periodically engage with our stockholders on a range of topics related to executive compensation, governance and sustainability. We then incorporate this feedback into our disclosures, corporate governance policies and executive compensation program. For example, the inclusion of cumulative Free Cash Flow as a new metric in the 2019 LTIP awards reflected feedback received from stockholders.

Prior to the 2019 Annual Meeting of Stockholders, the Company conducted outreach with 17 large investors, comprising 48% of shares outstanding, regarding corporate governance and executive compensation topics (the “Spring 2019 Outreach”). These conversations enabled the Board to better understand shareholders’ views on the Company’s written consent provision considered at the 2019 Annual Meeting, overboarding policy, 2018 named executive officer compensation and the overall executive compensation program.

At the 2019 Annual Meeting of Stockholders, the Say on Pay Proposal was approved by approximately 70% of shares voted for or against and 68% of votes cast, including abstentions. The Organizational Development and Compensation Committee considered this level of approval to indicate the support of the majority of the Company’s stockholders; however, it was a lower level of support than desired. A shareholder proposal regarding reporting on diversity in the executive team also received a majority of votes cast at the 2019 Annual Meeting. During Fall 2019, we conducted further outreach with 16 of the Company’s top institutional investors representing approximately 43% of our shares outstanding (the “Fall 2019 Outreach”) to get feedback on our lower than desired 2019 Say on Pay Proposal outcome, to discuss the Board’s planned format for sustainability and diversity reporting and to give an overview of corporate governance and executive compensation matters, including the Company’s introduction of stock options as a new mechanism to link named executive officer compensation to Company performance.

Together, the Spring 2019 Outreach, voting outcomes at the 2019 Annual Meeting, and Fall 2019 Outreach influenced the following actions taken by the Company relative to executive compensation:

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Pursuant to Section 14A of the Exchange Act, the Company is required to submit to stockholders an advisory resolution to approve the compensation of the Company’s named executive officers, as disclosed in this CD&A, and the accompanying compensation tables and narrative. The Company currently submits the advisory vote on executive compensation annually to stockholders, with a vote being held at the Annual Meeting. See “Proposal 3—Advisory Resolution to Approve Named Executive Officer Compensation.” Based on the advisory vote at the 2017 annual meeting, the frequency of the vote on our Say on Pay Proposal will continue to be every year.

Competitive Market Data.

Custom Comparator Group.

Given the changes in the Company’s size and smaller portfolio of businesses, the Committee adopted an updated custom comparator group, which was among the factors considered for 2019 LTIP awards. For performance-based LTIP awards granted in 2019, the Company used a custom comparator group consisting of companies that participate in the various consumer products industries in which the Company competes and excluded larger companies with revenue greater than $25 billion (USD), such as 3M Company and Kraft Heinz, included in the prior year’s comparator group. Companies in the custom comparator group represent the Company’s principal competitors for executive talent and reflect companies of similar size, global presence, business complexity and brand recognition. The following 23 companies were in the Company’s custom comparator group for 2019.

Compensation Survey Data.

The Company periodically obtains information on the compensation practices of companies in both the custom comparator group and general industry and compares the Company’s executive compensation components to that data. For 2019, the Company also used compensation information compiled from published compensation surveys, including surveys from Willis Towers Watson, Mercer and Aon Hewitt. These surveys provide a larger pool of data for a more statistically relevant comparison of compensation levels and pay practices.

In 2019, the Company used competitive practice and survey information as a reference for decisions regarding:

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For purposes of evaluating Relative TSR for performance-based RSUs awarded under the LTIP, the Company uses only the custom comparator group as the most relevant businesses against which the Company competes.

Setting Compensation Opportunity.

Each element of the compensation program complements the others and, together, is intended to achieve the Committee’s principal compensation objectives. When decisions about compensation for an executive officer are made, the impact on the total value of all these elements of compensation for the individual is considered. The Committee periodically reviews summary reports, or “tally sheets,” which identify key elements of the compensation paid to or realizable by each executive officer. The Committee uses the summary reports to review the overall pay and benefit levels and provide additional perspective on how the executive compensation program meets the Company’s compensation objectives.

For executives, the Committee reviews competitive market data and establishes target total direct compensation opportunities (i.e., salary, annual cash incentive and annual long-term incentive targets) based on the following factors: individual performance, breadth of the executive’s responsibility, strategic importance of the position, internal pay equity, competitive market data, the circumstances surrounding the executive’s initial hiring or promotion to a position with increased responsibilities and the desire to promote executive retention.

The 2019 Summary Compensation Table shows the compensation of each named executive officer for the fiscal year ended December 31, 2019.

Mix of Pay.

To reinforce the Company’s pay for performance philosophy, the Board, at the Committee’s recommendation, approved an annualized total target direct compensation package for Mr. Saligram that will be approximately 84% contingent on performance. This excludes one-time awards provided to Mr. Saligram under the Compensation Arrangement related to his recruitment to Company. In addition, in 2019, approximately 72% of total target direct compensation for other named executive officers (on average, excluding Mr. Polk) was contingent upon performance. This percentage excludes the impact of a temporary compensation increase for Mr. Peterson associated with his interim CEO service. As a result, realized compensation fluctuates significantly with the Company’s financial results and share price. The Committee believes this approach motivates executives to consider the impact of their decisions on stockholder value.

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Target Compensation Mix and “Pay at Risk”

Current CEO				Other NEOs
		•   84% of annualized total target direct compensation will be at risk.				•   72% of annualized total target direct compensation for the other NEOs (on average, excluding Mr. Polk, and excluding the temporary 2019 compensation increases for Mr. Peterson) is at risk.
		•   25% of the annualized total target direct compensation will be tied to achievement of annual incentive goals, and 59% is tied to achievement of share price appreciation and long-term incentive goals.				•   20% of the annualized total target direct compensation of the other NEOs (on average, excluding Mr. Polk, and excluding the temporary 2019 compensation increases for Mr. Peterson) is tied to achievement of annual incentive goals, and 52% is tied to achievement of share price appreciation and long-term incentive goals.

Consideration of Individual Performance.

As part of the Company’s annual performance evaluation process, the CEO and each named executive officer establish that individual’s performance objectives for the coming year. These performance objectives are not specifically weighted or otherwise intended to be formulaic, but rather serve as the framework upon which the CEO evaluates the named executive officer’s overall performance. The CEO’s evaluation of a named executive officer’s performance relative to these objectives involves a high degree of judgment based on the CEO’s observations of, and interaction with, the executive throughout the year. No single performance objective is material to the CEO’s evaluation of the named executive officer’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the evaluation of each named executive officer. The CEO’s evaluation of individual performance is considered when he recommends to the Committee, in the case of other named executive officers, base salary amounts, annual incentive payout amounts and equity grants.

At the beginning of the year, the Committee recommends to the independent members of the Board the CEO’s individual performance objectives. The Board’s method of evaluation of the CEO’s performance is substantially similar to that used by the CEO to evaluate the other executive officers. As such, the CEO’s performance objectives are not specifically weighted or otherwise intended to be formulaic, but rather serve as the framework upon which the Committee and the full Board evaluate the CEO’s performance. The evaluation of the CEO’s overall performance relative to these objectives involves a high degree of judgment. No single performance objective is material to the Board’s evaluation of the CEO’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the CEO evaluation.

The Committee and Board also take into consideration the CEO’s performance when developing his base salary increase, if any, annual incentive payout amounts and long-term incentive grant value. In 2019, Mr. Polk did not receive an increase in base salary or target bonus percentage, and the Board reduced the value of his LTIP award from $10,000,000 in 2018 to $7,000,000 in 2019, in consideration of the Company’s performance in 2018 and smaller size due to the divestiture program. Mr. Saligram joined the Company in October 2019. Please see “Mr. Saligram’s Compensation Arrangement” below

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for the details of the offer letter pursuant to which his initial salary, 2019 annual incentive payout amount and long-term incentive grant value were determined.

Key Elements of Executive Compensation.

Salary.

Salaries are paid to provide a predictable, fixed cost element of compensation to attract and retain qualified executives. Salaries provide executives with a base level of income and are set based on the factors outlined above in “Setting Compensation Opportunity.”

The Committee generally sets annual salaries in February. In February 2019, the independent directors and the Committee did not approve any increases to the base salary of any named executive officers in connection with their continuing service to the Company. Ms. Hurd received an increase in base salary from $525,000 to $650,000 per year effective August 1, 2019, in connection with her promotion to Segment President, Learning and Development. Mr. Peterson received a temporary increase in his half-year base salary from $400,000 to $700,000 for the period from July 1, 2019, through December 31, 2019 in connection with his service as Interim Chief Executive Officer.

Annual Incentive Compensation.

On February 13, 2019, the Committee adopted annual incentive targets for the 2019 Bonus Plan. The annual incentive program under the Bonus Plan is designed to reward annual performance that supports our business objectives and strategy. A cash bonus, measured as a percentage of the executive’s salary, is paid based on the extent to which the performance goals are achieved.

Listed below are the performance goals and relative weight for 2019 for the named executive officers:

Under the terms of the 2019 Bonus Plan, targets were based on assumed divestiture dates for the Rexair, Process Solutions, U.S. Playing Cards, Mapa/Spontex and Rubbermaid Outdoor, Closet, Refuge, Garage and Cleaning (“Commercial”) businesses. Pursuant to the 2019 Bonus Plan terms, as each of the Rexair, Process Solutions and U.S. Playing Cards businesses were sold at a date later than assumed, targets were adjusted to include the budgeted results for each of these businesses for the period of time between the actual and planned divestiture dates, and to reflect the impact of any related delay in the planned use of net proceeds from the divestitures for debt repayment or share repurchase. Performance metrics were also adjusted in accordance with the plan terms to reflect any financial impact associated with the reclassification of the Mapa/Spontex and Commercial businesses to continuing operations and the Company’s decision to retain them. The 2019 performance targets, after giving effect to such adjustments, are summarized below:

2019 Bonus Plan Performance Targets

The maximum payout for each performance goal is equal to 200% of the portion of the target cash bonus weighted toward that goal. If a performance goal is met at the target level, as determined by the

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Committee, the target amount is paid for that goal. Performance above the target results in payment of a higher percentage of salary up to a pre-established maximum. Performance below the target results in a lower bonus payment for that goal if a minimum threshold is met, or no payment if the minimum threshold is not met. The Committee (or independent directors, in the case of the CEO) also has the discretion to increase or decrease bonus payouts to named executive officers based on individual performance, quality of results or other factors they deem relevant.

In 2019, Adjusted Earnings Per Share was $1.70, which equates to a 120% payout with respect to the 50% of the bonuses tied to earnings per share. Adjusted Operating Cash Flow was approximately $1.071 billion, which is above the maximum performance required for that metric, resulting in a 200% payout with respect to the 25% of the bonuses tied to Adjusted Operating Cash Flow. Core sales growth was -1.9%, which equates to a 28% payout with respect to the 25% of the bonuses tied to core sales growth. Therefore, based on the weighted performance goals, the named executive officer annual bonuses for 2019 were achieved at 117% of target.

The table below shows actual bonus payouts for 2019 to the named executive officers and 2019 target payouts as a percentage of their earned base salaries.

Additional information appears in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” columns of the “2019 Grants of Plan-Based Awards” table. Please also see the section “Interim Service and Sign-On Awards” for further discussion. Mr. Saligram received a bonus payout pursuant to the terms of his CEO offer letter, which included a fixed amount of $1,275,000, subject to modification if the actual corporate bonus payout percentage for 2019 was greater than target. As the corporate bonus payout percentage for 2019 was 117%, Mr. Saligram received an additional amount equal to the difference between the actual payout percentage and the target payout percentage, multiplied by his target payout percentage of 150% and applied to his actual earned base pay for the portion of 2019 he was employed by the Company. Mr. Peterson’s target bonus amount was temporarily increased in connection with his service as Interim CEO from June 28, 2019, to October 3, 2019, resulting in a full-year 2019 target bonus opportunity of $1,250,000. In connection with Ms. Hurd’s promotion, effective August 1, 2019, she received an increase in her target bonus from 55% to 75% of annual base pay for 2019. Her annualized target bonus percentage for 2019 was then calculated on a prorated basis as follows: (i) 55% of her salary for the first seven months of 2019, plus (ii) 75% of salary for the last five months, resulting in weighted average annualized bonus target of 63% of her 2019 salary. Pursuant to his retirement agreement (the “Polk Retirement Agreement”), Mr. Polk received a prorated bonus in connection with his retirement in June 2019, based on the above-referenced Company performance goals, relative weights and performance targets.

Other than as described above, none of the named executive officers received target bonus percentage increases in 2019. As a result of her individual performance and the performance of the business units under her management in 2019, the Committee also approved a ten percent discretionary increase to Ms. Hurd’s payout, which increase is reflected in the actual payment above.

Mr. Saligram received a cash sign-on bonus of $600,000 in connection with his onboarding as the Company’s President and CEO effective October 3, 2019. His cash sign-on award was intended to help defray the cost of relocation to the Company’s new headquarters in Atlanta, GA, as he did not participate in the Company’s relocation program. See the section titled “Interim Service and Sign-On Awards” for more details concerning these additional cash bonus awards.

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The Company believes that the opportunity for cash bonuses for each named executive officer serves the Company’s goals to:

Long-Term Incentive Compensation.

Long-term incentive awards granted pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan (as amended, the “2013 Incentive Plan”) are designed to motivate executives to increase stockholder value over the long term and align the interests of executives with those of stockholders. Under the annual LTIP, the Committee sets a target award value for RSUs to be granted to each executive based on the breadth of the executive’s responsibility, strategic importance of the position, competitive data and internal pay equity.

The CEO’s recommendation to the Committee for the other named executive officers may include an adjustment to the target LTIP opportunity based upon the CEO’s evaluation of the named executive officer’s performance or other factors deemed relevant by the Committee. Similarly, when setting the CEO’s equity compensation, the independent members of the Board determine the CEO’s LTIP grant value based upon the Board’s evaluation of the CEO’s performance and other relevant factors.

Of the named executive officers who served with the Company in 2019, none received target LTIP percentage increases for the 2019 LTIP grant. Ms. Hurd’s LTIP target increased to 175% of salary reflecting her promotion to Segment President, Learning & Development, which will be reflected in her 2020 LTIP grant.

The LTIP target values and RSU grants for each of the named executive officers receiving LTIP awards in 2019 were as follows:

The value reported in the 2019 Summary Compensation Table and 2019 Grants of Plan-Based Awards table varies from the above amounts because those amounts reflect the stock price on the date of grant and the probable outcome of the performance conditions for the performance-based RSUs. Based on these factors, the 2019 Summary Compensation Table shows an accounting value more than 2.5% higher than the grant date stock price. The values in the table above reflect the value the Committee considered when making the 2019 LTIP grants.

For Messrs. Polk, Peterson and Torres, 100% of the 2019 LTIP was provided in performance-based RSUs that vest on the third anniversary of the date of grant, subject to the Company’s three-year cumulative Free Cash Flow performance and Relative TSR with respect to the applicable custom comparator group. For Mr. Turner and Ms. Hurd, 70% and 60%, respectively, of the 2019 LTIP value was provided in the same type of performance-based RSUs, and 30% and 40%, respectively, of the 2019 LTIP value was provided in time-based RSUs, which vest ratably in one-third increments on each of the first, second and third anniversaries of the date of the grant. The number of RSUs granted was derived based on the closing price of the stock of the Company on February 19, 2019, or $17.01. No value is reflected for Mr. Saligram, whose start date of employment with the Company was October 3, 2019.

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For performance-based RSUs granted pursuant to the LTIP in 2017 and 2018, the sole performance metric is Relative TSR with respect to the applicable custom comparator group established by the Company for each of these years, and the payout ranges from 200% (if the Company is first in the three-year Relative TSR rank) to 0% (if the Company is last in the three-year Relative TSR rank), with interpolation being used for Relative TSR rankings between first and last. In addition, no payout is earned if the Company’s three-year Relative TSR ranking falls in the bottom quartile of the applicable custom comparator group for the performance period. From 2016 to 2018, the Committee established performance metrics for performance-based RSUs that were based 100% on Relative TSR due to the complexities related to the 2016 acquisition and subsequent integration of Jarden, and related portfolio transformation, and establishing long term performance metrics for the combined enterprise.

In 2019, to enhance focus on cash flow generation and working capital improvement, the Committee established metrics for the performance-based RSUs that are based 50% on Relative TSR (based on the payout ranges described above) and 50% on cumulative Free Cash Flow, over the three-year performance period, with payout ranging from 0 to 200% depending upon achievement of these equally weighted performance goals. In 2019, for the purposes of the LTIP, Free Cash Flow is defined as operating cash flow for the total Company (including discontinued operations), as reported by the Company, less capital expenditures, excluding: the impact of all cash costs related to the extinguishment of debt; debt and equity related financing costs; cash tax payments associated with the sale of a business unit or line of business; cash expenditures associated with the acquisition or divestiture of business units or lines of business; and other significant cash costs that have had or are likely to have a significant impact on Free Cash Flow for the period in which the item is recognized, are not indicative of the Company’s core operating results and affect the comparability of underlying results from period to period, as determined by the Committee. Free Cash Flow includes disposal proceeds for ordinary course and restructuring related asset sales. Free Cash Flow targets were initially set in February 2019, (as disclosed on a Current Report on Form 8-K filed with the SEC on February 12, 2019) and, pursuant to the terms of the LTIP and the related RSU agreements, have been adjusted to reflect changes relative to the assumed timing of the 2019 divestitures (Rexair, Process Solutions and USPC) as well as the decision to retain Mapa/Spontex and Commercial Business.

The adjusted payout percentage for the Free Cash Flow targets are as follows:

In 2020, the Committee established metrics for the performance-based RSUs, which are based 50% on cumulative Free Cash Flow and 50% on core sales growth, to ensure appropriate linkage and focus on long-term measures critical to the Company’s future success. The 2020 performance-based RSUs awarded may vest at 0% to 200% depending upon achievement of these equally-weighted performance goals over the three-year performance period. Core sales growth performance is calculated based on the core sales growth numbers publicly reported by the Company and expressed as a percentage, over each year of the three-year performance period commencing January 1, 2020 and ending December 31, 2022, with each of the three annual core sales performance periods measured against the respective preceding fiscal year. Additionally, following the determination of the extent to which the Company has achieved its performance goals, a positive or negative adjustment to the payout will be made based upon a comparison of the Company’s Relative TSR in relation to a pre-determined set of comparator group companies for the three-year performance period. If the Company’s ranking is in the bottom quartile of the comparator group at the end of the performance period, the payout percentage will be multiplied by 75% to determine the total payout percentage of the

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award. If the Company’s ranking is in the top quartile of the comparator group at the end of the performance period, the payout percentage will be multiplied by 125%. For a ranking in the second or third quartile, no TSR-related adjustment will be made. If the Company’s ranking is in the bottom quartile of the comparator group, the payout percentage will be no higher than target (100%), even if the calculation results in a higher payout. The total payout percentage for the award will not exceed 200% of the target. For further information, please see the 2020 LTIP Terms and Conditions, as filed with the SEC on February 20, 2020, on a Current Report on Form 8-K.

The Committee (or in the case of the Chief Executive Officer, the independent members of the Board) also changed the mix of long-term incentive compensation in 2020 to include stock options as a new mechanism to link named executive officer compensation to Company performance. A named executive officer’s 2020 LTIP award is comprised of 70% performance-based RSUs and 30% stock options, by value. Performance-based RSU awards under the LTIP vest three years from the date of grant. The exercise price per share of the stock options is equal to the closing price of a share of the Company’s common stock on the date of grant. Stock option awards have an exercise period of ten years and vest ratably in one-third increments on each of the first, second and third anniversaries of the date of the grant.

The Company’s 2017 LTIP performance metric, as calculated under the LTIP during the performance period beginning on January 1, 2017 and ending December 31, 2019, is summarized below:

2017 LTIP Performance Metrics

Based on the Company’s Relative TSR during the applicable performance period, none of the performance-based RSUs granted to Messrs. Polk, Torres, Turner, and Ms. Hurd pursuant to the LTIP in February 2017 vested. Mr. Saligram and Mr. Peterson joined the Company in 2019 and 2018, respectively, and did not receive 2017 LTIP grants.

In addition to the annual grants under the LTIP, from time to time, RSUs and stock options may be granted to named executive officers in circumstances such as a promotion, a new hire, or for retention purposes. In 2019, Mr. Saligram received a sign-on performance-based stock option award covering 1,333,333 shares. In connection with his service as Interim CEO in 2019, Mr. Peterson received an additional award of performance-based RSUs with a value of $1.75 million based on the closing price of the Company’s common stock on the date of grant (the “Interim Service Award”). See the sections titled “Interim Service and Sign-On Awards” and “Prior Year Special Awards” for additional discussion of Mr. Saligram’s sign-on stock option award, RSU grants to Mr. Peterson as compensation for his service in 2019 as Interim CEO and in connection with his recruitment as Chief Financial Officer, and certain retention-related RSU grants made to Mr. Turner in 2018 and Mr. Torres in 2018 and 2019.

Holders of RSUs do not receive dividend equivalents at the time dividends are paid. Rather, all such dividend equivalents will be accrued and paid only at the time and to the extent that the RSUs actually vest.

Interim Service and Sign-On Awards.

Mr. Peterson’s Interim CEO Pay Package.

After Mr. Polk’s departure on June 28, 2019, Mr. Peterson was appointed Interim CEO as the Board continued its search for a permanent CEO. In connection with his appointment as Interim CEO, Mr. Peterson and the Company entered into a compensation arrangement dated June 25, 2019 (the “Interim CEO Offer Letter”) which supplemented the compensation and benefits described in

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Mr. Peterson’s Compensation Arrangement, dated November 21, 2018, filed with the SEC with the Company’s 2018 Annual Report on Form 10-K on March 4, 2019 (the “2018 Compensation Arrangement”). Pursuant to the Interim CEO Offer Letter, Mr. Peterson received the following compensation and benefits:

In the event that Mr. Peterson terminates his employment during the time period between July 1, 2020 and August 31, 2020, upon at least sixty days written notice to the Company, he will be entitled to receive (i) a pro-rated bonus under the Bonus Plan based upon eligible earnings for the amount of days worked in 2020, to be paid out by March 15, 2021 on the basis of actual corporate performance levels as determined by the Board; (ii) a pro-rata portion of previously granted RSU awards (other than the Interim Service Award) that would vest during the three year period after his termination (subject to the satisfaction of any applicable performance conditions), to ensure appropriate retention and compensation for the period worked; and (iii) a waiver of any repayment obligations under the Company’s Executive Relocation Program. Mr. Peterson has the option to extend the applicable time period and notice dates to terminate employment (described above) by an additional six months in each case, upon providing written notice prior to June 30, 2020.

In the event that Mr. Peterson is terminated for any reason other than good cause (as defined in the 2018 Compensation Arrangement), Mr. Peterson will be entitled to have any unvested RSUs granted under the Interim Service Award continue to vest through the applicable vesting dates (subject to the satisfaction of any applicable performance conditions), in addition to any other benefits set forth in the 2018 Compensation Arrangement.

In February 2020, Mr. Peterson was appointed as President, Business Operations in addition to his ongoing role as Chief Financial Officer. Mr. Peterson’s role was expanded to include oversight of Supply Chain, Procurement, and Investor Relations, in addition to his continuing oversight of Finance and Information Technology. He received a base salary increase to $835,000 and his 2020 Bonus Plan target percentage increased to 120% of base salary.

Mr. Saligram’s Compensation Arrangement.

As inducement to join the Company and in connection with his appointment as President and CEO, Mr. Saligram and the Company entered into a compensation arrangement dated July 29, 2019 (the “CEO Offer Letter”) pursuant to which Mr. Saligram was entitled to receive the following compensation and benefits:

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Vesting of the Employment Transition Award occurs ratably upon the eighteen month, two year and three year anniversaries of the grant date, subject to the attainment of a performance condition that, during any 30-day period between the date that is eighteen calendar months following the grant date and the third anniversary of the grant date of the Employment Transition Award, the average of the Company’s closing stock price must exceed 125% of the closing stock price on July 29, 2019. If the performance condition has not been satisfied as of any of the vesting dates, then the vesting of any portion of the Employment Transition Award otherwise scheduled for such vesting date will be deferred until the fifth business day following the date, if any, on which the performance condition has been satisfied. The Employment Transition Award also provides for vesting in the event of a termination of Mr. Saligram’s employment by the Company without Good Cause, or by Mr. Saligram for Good Reason, as such terms are defined in the Company’s 2013 Incentive Plan, in each case subject to attainment of the applicable performance condition (with the performance condition, for this purpose only, measured as of any 30-day period falling between the grant date and the third anniversary of the grant date)

If Mr. Saligram retires from the Company, or is terminated involuntarily without Good Cause (as defined in the applicable award agreement) in either case after three years of continuous service with the Company, he will be entitled to receive (subject to his execution of a separation agreement and general release) (i) a partial pro-rated bonus under the Bonus Plan for the year of termination based upon the number of days worked in in the year of termination, on the basis of actual corporate performance levels as determined by the Board; (ii) continued vesting of previously granted RSU and stock option awards (subject to the satisfaction of any applicable performance conditions); and (iii) a three year period following termination or vesting (whichever is later), not to exceed the remaining term of the option, during which his options will remain exercisable.

Mr. Saligram participates in the Newell Brands Executive Severance Plan (as described below) and is entitled to the severance benefits described therein. Pursuant to the terms of the CEO Offer Letter, Mr. Saligram’s participation in the Newell Brands Executive Severance Plan will end after three years of continuous service with the Company (subject to a 90-day notice requirement for termination without cause thereafter) and his benefits thereunder will not be adversely affected by any amendment thereof within the first three years of his continuous service to the Company.

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Retirements and Departures.

Mr. Polk’s Retirement Agreement.

Mr. Polk retired from the Company on June 28, 2019. As disclosed by the Company in a Current Report on Form 8-K on March 14, 2019, the Company and Mr. Polk entered into the Polk Retirement Agreement, pursuant to which Mr. Polk agreed to a customary release and restrictive covenants. The Polk Retirement Agreement entitled Mr. Polk to, among other things, (1) salary continuation payments for two years, totaling $2.7 million, the unpaid portion of which was paid in a lump sum on July 31, 2019; (2) continued medical coverage for Mr. Polk and covered dependents under the Company’s plans, at COBRA rates, until Mr. Polk and his spouse are eligible for Medicare (or coverage under the medical plans of a new employer); (3) a lump sum payment of approximately $19,500, which was the difference between the aggregate premium for 24 months of medical coverage for Mr. Polk and his dependents, at the cost charged to active employees, and the aggregate premium for 24 months of such coverage at COBRA rates; (4) a portion of his annual cash incentive award pro-rated through June 28, 2019 under the 2019 Bonus Plan, payable in March 2020 (subject to the satisfaction of applicable performance conditions); (5) reimbursement of legal fees associated with the Polk Retirement Agreement, up to $10,000; and (6) retention of his Company-issued mobile phone, laptop computer and iPad. Mr. Polk’s unexercised 2011 stock options will remain exercisable until expiration in July 2021 consistent with the terms of the underlying option agreement. Additionally, Mr. Polk’s unvested performance-based RSUs awarded in February 2018 will continue to vest in February 2021 (subject to the satisfaction of applicable performance conditions) and a pro-rata portion of the RSUs awarded to Mr. Polk in February 2019, reflecting four months of service and totaling 45,724 RSUs, will continue to vest in February 2022 (subject to the satisfaction of applicable performance conditions). The provisions for the benefit of the Company included in any agreement previously entered into by Mr. Polk that by their applicable terms extend past his termination of employment, including but not limited to confidentiality, invention assignment, non-solicitation and non-competition provisions, will remain in full force and effect.

Mr. Torres’ Departure.

On January 17, 2020, the Company disclosed in a Current Report on Form 8-K filed with the SEC, that Mr. Torres would be leaving the Company effective March 8, 2020, in connection with a change in organizational design. In connection with his departure, Mr. Torres and the Company entered into a separation agreement dated January 16, 2020 (the “Torres Separation Agreement”) pursuant to which Mr. Torres agreed to a customary release and restrictive covenants. The Torres Separation Agreement entitles Mr. Torres to receive certain payments and benefits after the Separation Date (as defined in the Torres Separation Agreement) including continued vesting of the portion of his May 2018 RSU award scheduled to vest in May 2020 and payment within sixty days of his separation date of the remaining installment of his May 2018 cash retention bonus, equaling $375,000. See the section titled “Potential Payments Upon Termination or Change in Control of the Company,” below, for additional details concerning the Torres Separation Agreement.

Prior Year Special Awards.

During a time of significant volatility and challenge to the Company in 2018-19, retention of senior functional and operational executives was a priority. The Committee considered Mr. Turner and Mr. Torres as critical both for their leadership capabilities and to provide continuity during significant executive turnover and transition. Ms. Hurd also played a key operational role at the time as the leader of the Company’s Writing division.

The Company steadily increased Mr. Turner’s roles and responsibilities, adding the Human Resources function to his responsibilities along with the Legal Services function between late 2017 and late 2019, and in 2018 also giving him responsibility for the Corporate Development function, including oversight of the execution of the Company’s divestiture program. Similarly, Mr. Torres was given steadily increasing operational responsibility amidst the ongoing management transition. Formerly

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Chief Transformation Officer, Mr. Torres was named a Group President in 2018 and assumed responsibility for the Food and Baby Divisions in addition to remaining responsible for the Company’s Supply Chain transformation initiatives.

In May 2018, the Committee approved retention awards to these individuals reflecting a blend of cash and equity as well as a blend of time and performance-based requirements. Mr. Turner was awarded a special RSU award with a grant date value of $700,000, subject to the achievement of certain performance conditions. To receive the first of three tranches of this award, scheduled to vest in 2019, Mr. Turner was required to identify and initiate not less than 20% gross run-rate savings in annualized legal functional costs for 2019 versus the Company’s 2018 budget⁵. In 2019, the Committee determined that Mr. Turner had met the condition for vesting of the first tranche. To receive the second and third tranches of the award, scheduled to vest in 2020 and 2021, Mr. Turner was required to oversee completion by December 31, 2019 of the Company’s previously announced divestiture program⁶. The Committee has concluded that this performance condition was achieved. Mr. Turner also received a cash retention bonus equal to $1.2 million in the aggregate, of which $500,000 was paid in July 2018 (subject to repayment in the event of a voluntary departure within twelve months of accepting the award), $350,000 was paid in July 2019 and the remainder of which will be payable in July 2020, subject to his continued employment.

At the same time, Mr. Torres was awarded a special RSU award with a grant date value of $750,000, subject to the achievement of certain performance conditions. To receive the first of three tranches of this award, scheduled to vest in 2019, Mr. Torres was required to oversee a reduction of the Company’s Transformation Office annual personnel and consulting costs by $48 million in 2018 versus 2017. In 2019, the Committee determined that Mr. Torres had met the condition for vesting of the first tranche. As part of Mr. Torres’ separation from the Company, it was agreed that he would receive the second tranche scheduled to vest in 2020, subject to the performance conditions for vesting, which required a reduction of Transformation Office, personnel, and consulting costs to a $15 million run rate by March 1, 2020. The Committee has concluded that this performance condition was achieved. He will forfeit the third tranche of the award, scheduled to vest in 2021. Mr. Torres also received a $750,000 cash retention bonus, half of which was paid in July 2019 and the other half of which will be paid pursuant to the terms of the Torres Separation Agreement.

Also, in 2018, Ms. Hurd was awarded a retention bonus of $800,000, to be paid out in two installments, with 50% paid in July 2019 and the remaining 50% to be paid in July 2020, subject to continued employment with the Company.

In connection with his recruitment as Chief Financial Officer in December 2018, the Committee approved a sign-on inducement award to Mr. Peterson of time-based RSUs with a value of $2.7 million based on the Company’s closing stock price on the date of grant. Half of the award vested in December 2019 and the other half will vest on the second anniversary of the award date, provided generally that he remains employed with the Company through that date.

In 2019, Mr. Torres’s responsibilities were further increased to include the Home and Outdoor Living Segment (which includes Outdoor & Recreation, Home Fragrance and Connected Home & Security), the Food Division and the Commercial and Consumer Solutions Division of the Company. In February 2019, for retention purposes and in recognition of the expansion of his responsibilities, the Committee awarded Mr. Torres a special award of time-based RSUs, with a grant date value of approximately $3.2 million, which vests in three equal installments on the first, second and third anniversary of the grant date, subject to his continued employment. The first tranche of this grant vested in February 2020, and as a result of his departure from the Company, Mr. Torres will forfeit the second and third tranches of these grants pursuant to the terms of the Torres Separation Agreement.

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Grant Policies and Practices.

The Company’s practice has been to make annual equity awards and award other incentive compensation to named executive officers at the time of regularly scheduled meetings of the Board or the Committee in February of each year. The Company’s policy is that, except for new hires and certain promotions, all other equity awards to named executive officers will be made only at quarterly meetings of the Committee or the Board.

Incentive Compensation Recoupment Policy.

Subject to the discretion and approval of the Board, the Company will require reimbursement and/or cancellation of any bonus or other incentive compensation, including equity-based compensation, awarded to an executive officer after January 1, 2010 where all of the following factors are present: (a) the award was predicated upon the achievement of certain financial results that were subsequently the subject of a material restatement, (b) in the Board’s view, the executive engaged in fraud or willful misconduct that was a significant contributing cause to the need for the restatement, and (c) a lower award would have been made to the executive based upon the restated financial results. In each such instance, the Company will, to the extent permitted by applicable law and subject to the fiduciary duties of the Board, seek to recover the individual executive’s bonus award or other incentive compensation paid or issued to the executive officer in excess of the amount that would have been paid or issued based on the restated financial results.

Stock Ownership Guidelines.

Certain executives and non-employee directors are expected to maintain ownership of Company stock equal to the following applicable market value:

Until the ownership level is met, executives are required to retain 75% of the net after-tax shares received from stock option exercises and the vesting of RSUs. All shares held directly or beneficially, including time-based RSUs, performance-based RSUs for which all performance criteria have been satisfied but have not yet vested due to time-based vesting requirements, shares of Company stock allocated to executives’ accounts under the Newell Brands Employee Savings Plan (the “401(k) Plan”), and deemed investments in Company stock available to non-employee directors under the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (the “2008 Plan”), count toward attainment of these targets. Unexercised stock options and other unvested performance-based RSUs are not counted.

Retirement Compensation.

The Company provides its eligible executives with retirement benefits that are supplemental to those provided to its employees generally in order to provide competitive benefits and assist in attracting and retaining key executives. Depending on his or her employment date and participation eligibility date with the Company, these supplemental executive retirement benefits may also apply to named executive officers. In particular, prior to 2018, certain named executive officers received “SERP Cash Account Credits,” as defined in the 2008 Plan, which vested ratably in annual installments based on their continued employment with the Company, and which, once vested, are maintained in an investment account (each, a “Cash Account”) for the eligible named executive officer’s benefit pursuant to the 2008 Plan. See the section below titled “2019 Nonqualified Deferred Compensation” for

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a more detailed discussion of the payments to which certain named executive officers are entitled in connection with their Cash Accounts.

In 2013, the Company, upon recommendation of the Committee, amended the 2008 Plan in order to: (1) align the retirement benefits provided by these plans with market practice; (2) simplify and harmonize the operation of the plans; (3) provide consistent levels of benefits among executives; and (4) stabilize the cost of the plans by reducing volatility.

In November 2017, upon recommendation of the Committee, the Newell Brands Supplemental Employee Savings Plan (the “Supplemental ESP”) was adopted, effective January 1, 2018. The Supplemental ESP was adopted in connection with an overall harmonization of U.S. benefit plans at the Company. The Supplemental ESP is a nonqualified deferred compensation plan that is available to a select group of management and highly compensated employees of the Company and certain of its subsidiaries. The Supplemental ESP is designed to allow for deferrals that are in addition to those available to employees under the 401(k) Plan because of compensation limits under that plan.

Other Compensation.

Executive officers are provided other benefits as part of the Company’s executive compensation program which the Committee believes are in line with competitive practices. See the “All Other Compensation” column of the “2019 Summary Compensation Table” and the related footnotes and narrative discussion.

Benefits for the named executive officers include:

The Company maintains one corporate aircraft, for business travel. As a result of a policy determination by the Committee and the Board in 2019, the President and CEO and other named executive officers may now only use the corporate aircraft for personal travel on an exceptional basis.

Deductibility of Compensation.

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a federal tax deduction by the Company for compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) in excess of $1 million. Historically, compensation that qualified as “performance-based compensation” under Section 162(m) could be excluded from this $1 million limit, but this exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available. The Committee generally structured its historical compensation programs so that amounts under the Company’s Bonus Plan and certain equity awards could potentially qualify as “performance-based compensation” for purposes of Section 162(m) and be fully deductible by the Company for federal income tax purposes. Based on the repeal described above and the operation of Section 162(m), compensation granted by the Committee may not qualify as “performance-based compensation” under certain circumstances.

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The Committee considers the tax deductibility of executive compensation as one factor to be considered in the context of its overall compensation philosophy and objectives. However, the Committee does not limit executive compensation to amounts deductible under Section 162(m), since the Committee desires to maintain the flexibility to structure compensation programs that attract, retain and motivate the best possible executive talent and meet the objectives of the Company’s executive compensation program, and to enhance stockholder value. Additionally, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes, and it is possible that awards that historically were intended to qualify as “performance-based compensation” may not so qualify. Moreover, even if the Compensation Committee intended to grant compensation that qualifies as “performance-based compensation” for purposes of Section 162(m), we cannot guarantee that such compensation will so qualify or ultimately is or will be deductible.

Termination Benefits.

Each of the named executive officers is entitled to severance benefits following certain terminations of employment pursuant to their employment terms and the terms of their 2018 and 2019 RSU agreements and their Stock Option Agreements, as applicable. Please see the caption “Potential Payments Upon Termination or Change in Control of the Company—Termination of Employment—No Change in Control” for a discussion of these terms.

The Company believes that appropriate severance benefits are important to attracting and retaining talented executives. The Company also believes that the termination protections afforded under the 2018 and 2019 RSU agreement, certain individual RSU agreements and Stock Option Agreements are appropriate given that the agreements provide that the executive will be subject to confidentiality obligations and non-solicitation, non-competition and non-disparagement restrictive covenants following any termination of employment.

The Company believes that, in the event of an extraordinary corporate transaction, the ESAs and the Severance Plan (as defined below), as applicable, could prove crucial to the Company’s ability to retain top management through the transaction process. In addition, the Company believes that the benefits provided under the ESAs and the Severance Plan represent fair and appropriate consideration for the agreement of the named executive officers to the restrictive covenants in the ESAs or required under the Severance Plan that prohibit them from competing with the Company and from soliciting Company employees following a termination of employment. The benefits provided under the ESAs and the Severance Plan were determined to be at levels appropriate and competitive with the benefits provided under similar arrangements of companies in the Company’s comparator group.

Neither the ESAs nor the Severance Plan contains tax gross up provisions. Rather, payments and benefits payable to the executive will be reduced to the extent necessary if doing so would result in the executive retaining a larger after-tax amount, taking into account the income, excise and other taxes imposed on the payments and benefits.

Newell Brands Executive Severance Plan.

To harmonize severance benefits offered to current and future executives, the Committee recommended and the Board approved the adoption in July 2019 of the Newell Brands Executive Severance Plan (the “Severance Plan”). It was adopted to provide severance pay, medical benefits and certain other benefits to eligible Company Executives (as defined in the Severance Plan) when their employment terminates under certain circumstances. Subject to the conditions described above in “Mr. Saligram’s Compensation Arrangement”, Mr. Saligram is a participant in the Severance Plan. None of the other named executive officers currently participate in the Severance Plan.

In order for the other named executive officers to participate in the Severance Plan, the executive must waive any rights to severance payments and other severance benefits under his or her employment security agreement (each an “ESA” or collectively, “ESAs”) or other written agreement between such executive and the Company in effect as of the effective date of participation in the

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Severance Plan (other than any provisions thereof that apply to the executive’s awards with respect to the securities of the Company granted prior to the effective date of the executive’s participation in the Severance Plan).

The Severance Plan provides for benefits upon either of two types of employment termination involving a participating executive (an “Executive”): (i) an involuntary termination of the Executive’s employment by the Company without “good cause”; or (ii) a voluntary termination of employment for “good reason.” Under the Severance Plan, “good cause” exists if the Executive in the performance of his or her duties engages in misconduct that causes material harm to the Company, materially breaches the Company’s Code of Conduct or is convicted of a criminal violation involving fraud or dishonesty. Generally, “good reason” exists under the Severance Plan if there is a material adverse in the nature or the scope of the Executive’s authority, duties, rate of pay or incentive or retirement benefits; the Executive is required to report to an officer with a materially lesser position or title; the Company relocates the Executive by 50 miles or more; or the Company materially breaches the provisions of the Severance Plan. However, “good reason” will not exist if the Company’s reduction in benefits under an incentive or retirement plan is applicable to all other plan participants who are senior executives and either (1) the reduction is a result of an extraordinary decline in the Company’s earnings, share price or public image or (2) the reduction is done to bring the plan(s) in line with the compensation programs of comparable companies.

In the event of termination in the absence of a change in control, as defined in the Severance Plan, at any time by the Company other than for good cause or by the Executive for good reason, Executives are eligible to receive the following pay and benefits:

For purposes of the Severance Plan, a “change in control” generally means: (i) a person acquires 25% or more of the voting power of the Company’s outstanding securities; (ii) a merger, consolidation or similar transaction that generally involves a change in ownership of at least 50% of the Company’s outstanding voting securities; (c) a sale of all or substantially all of the Company’s assets that generally involves a change in ownership of at least 50% of the Company’s outstanding voting securities; or (d) during any period of two consecutive years or less, the incumbent directors cease to constitute a majority of the Board. Under the Severance Plan, in the event of a change in control, Executives are eligible to receive the following pay and benefits if their employment is terminated by the Company other

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than for good cause or by the Executive for good reason, on or within 24 months after a change in control:

In order to receive benefits under the Severance Plan, participating Executives will be required to sign restrictive covenants, including non-competition for a period of up to two years, and a release of claims. The Company may recover payments previously paid in the event an Executive breaches restrictive covenants. No gross-up payment will be made to cover any excise and related income tax liability arising under Sections 4999 and 280G of the Internal Revenue Code as a result of any payment or benefit arising under the Severance Plan. Instead, the Severance Plan provides for a reduction in amounts payable so that no excise tax would be imposed. However, a reduction in payments will not occur if the payment of the excise tax would produce a greater overall net after-tax benefit.

Employment Security Agreements.

The Company still has ESAs with certain of its executives, including the named executive officers other than Mr. Saligram. The ESAs provide severance benefits following certain terminations of employment occurring within two years of a change in control of the Company. Please see the caption “Potential Payments Upon Termination or Change in Control of the Company—Termination of Employment Following a Change in Control—Employment Security Agreements” below for a discussion of the terms of the ESAs.

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2019 Summary Compensation Table

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Salary.    The “Salary” column of the “2019 Summary Compensation Table” shows the salaries paid in the years indicated to each of the named executive officers. Salary increases, if any, for each year are generally approved in February of that year or in connection with the named executive officer’s promotion. Ms. Hurd’s salary increase became effective on August 1, 2019.

Bonus.    The “Bonus” column of the “2019 Summary Compensation Table” shows special bonus, guaranteed minimum bonuses under the Bonus Plan and similar one-time, lump-sum payments to the named executive officers paid during the year which are separate from Non-Equity Incentive Plan Compensation.

Stock Awards.    The amounts in the “Stock Awards” column of the “2019 Summary Compensation Table” consist of the grant date fair value of awards of RSUs and stock options in accordance with ASC 718 for each named executive officer. The grant date fair values of performance–based RSU and stock option awards under the LTIP are based on the probability of outcomes possible under each award and the shares the recipient would receive under each of the outcomes. As a result, the 2019 fair values of performance-based RSUs for purposes of the table are over 2.5% higher than the value represented by the actual stock price on the grant date.

Non-Equity Incentive Plan Compensation.    The “Non-Equity Incentive Plan Compensation” column of the “2019 Summary Compensation Table” shows the cash bonus the Company awarded under the Bonus Plan to each named executive officer. The Company pays all of these amounts, if any, in the month of March following the year in which they are earned. Bonuses under the 2019 Bonus Plan were earned at 117% of target. Mr. Polk was entitled under the Polk Retirement Agreement to receive a pro-rated bonus. Additional explanation of the non-equity incentive plan compensation for each named executive officer appears above under the caption “Compensation

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Discussion and Analysis—Key Elements of Executive Compensation—Annual Incentive Compensation” and below in the footnotes to the “2019 Grants of Plan-Based Awards” table.

Information regarding the amount of salary and bonus received in proportion to total compensation appears above in the CD&A, under the caption “Compensation Discussion and Analysis—Mix of Pay.”

All Other Compensation.    The “All Other Compensation” column of the “2019 Summary Compensation Table” reflects the following amounts for each named executive officer in 2019:

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2019 Grants of Plan-Based Awards